GTT Gaztransport et Technigaz : 2019 Universal registration document - PDF (5Mb)

August 07, 2020 at 02:54 pm

on 2020-07-23 at 11:50

UNIVERSAL REGISTRATION DOCUMENT

INCLUDING ANNUAL FINANCIAL REPORT

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CONTENTS

PROFILE	1
INTERVIEW WITH THE CHAIRMAN	2
KEY FIGURES FOR 2019	4
CHALLENGES AND STRATEGY	6
OUR BUSINESS MODEL	8
2019 HIGHLIGHTS	10
APPLICATIONS AND SERVICES	12
GOVERNANCE	16

THE GROUP AND ITS ACTIVITIES	19
1.1	History	20
1.2	Management and organisational structure	21
1.3	Objectives and strategy	24
1.4	The liqueﬁed gas sector	30
1.5	Onshore and seabed storage	40
1.6	Development of new activities by the Group	42
1.7	Services	49

RISK FACTORS AND INTERNAL CONTROL	53
2.1	Overall risk management policy	55
2.2	Risk factors	55
2.3	Risk management	61
SOCIAL, ENVIRONMENTAL AND SOCIETAL
INFORMATION	67
3.1	Overall approach and methodology	68
3.2	Business model	70
3.3	GTT Group's risks and challenges	71
3.4	Innovation at the heart of the Group's strategy	72
3.5	People-driven innovation and growth	74
3.6	Responsible behaviour and ongoing
	stakeholder relations	86
3.7	Principal environmental challenges	89
3.8	Governance	94
CORPORATE GOVERNANCE	95
4.1	Presentation of governance	96
4.2	Compensation and beneﬁts	120
4.3	Related-party transactions	147

COMMENTS ON THE FINANCIAL YEAR	149
5.1	Analysis of the consolidated ﬁnancial
	statements for the ﬁnancial year	150
5.2	Key ﬁgures - ﬁrst quarter and events
	after the reporting period	161
5.3	Summary of orders received in 2019 and 2020	162
5.4	Developments and outlook	165
5.5	Company results for the past ﬁve ﬁnancial years	166

FINANCIAL STATEMENTS	167
6.1	Consolidated ﬁnancial statements	168
6.2	Corporate ﬁnancial statements	201
SHARE CAPITAL AND SHAREHOLDING
STRUCTURE	225
7.1	Share ownership structure	226
7.2	Stock-market data	228
7.3	Communication with shareholders	229
7.4	Dividends	230
7.5	Share buyback program	231
7.6	Information on the capital	232
SHAREHOLDERS' MEETING	235

Agenda of the Combined Shareholders' Meeting 236
Board of Directors' report on the proposed

	resolutions	237	3e148e1c9d58-
8.3	Draft resolutions	244

8.4	Statutory Auditors' reports	252
ADDITIONAL INFORMATION	255
9.1	Principal legal and statutory provisions	256	a919
9.2	Information on the Statutory Auditors	260
9.3	Publicly available documents	261	-
421e
9.4	Person responsible	261
9.6	Glossary	262	-
d702
9.5	Declaration by the person responsible	261
9.7	Tables of concordance	263	-
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9.8	General comments	270

gtt.fr

GTT is a technology and engineering group specialised in membrane containment systems dedicated to the transport and storage of liquefied gas. For more than 50 years, GTT has been developing solutions for the liquefied gas industry, in particular for Liquefied Natural Gas (LNG), and builds trusting relationships and lasting partnerships with all its stakeholders: shipyards, ship-owners, gas companies, terminal operators and classification societies.

It also offers solutions for using LNG as fuel for vessel propulsion and for onshore storage tanks, as well as a wide range of services: engineering, support in emergency situations, consultancy, training, maintenance support and production of technical studies.

CORE BUSINESS

UNIQUE POSITIONING

IN ITS CORE BUSINESS

SOLID ECONOMIC FUNDAMENTALS

CAPACITY FOR INNOVATION AND UNIQUE KNOW-HOW

POTENTIAL FOR GROWTH

IN ADJACENT FIELDS

SUSTAINABLE DEVELOPMENT

FINANCE

HIGH PROFITABILITY

A STRONG BALANCE SHEET

HIGH DIVIDEND

€	M	EMPLOYEES
IN CONSOLIDATED	ORDERS IN PROGRESS(1)
REVENUE IN 2019	AS AT DECEMBER 31, 2019	AT END-DECEMBER 2019

Excluding LNG as fuel.

The Universal Registration Document was registered on April 27, 2020 with the Autorité des marchés ﬁnanciers (AMF), in its capacity as competent authority pursuant to Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said Regulation.

The Universal Registration Document may be used for the purposes of a public offer of ﬁnancial securities or their admission for trading on a regulated market if it is supplemented by an securities note and, where applicable, a summary and all amendments made to the Universal Registration Document. The entire ﬁle made up by all these documents is approved by the AMF in accordance with Regulation (EU) 2017/1129.

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WITH THE CHAIRMAN

PHILIPPE BERTEROTTIÈRE

AFTER 2018, 2019 WAS MARKED BY A NEW RECORD IN TERMS OF ORDER NUMBERS. WHAT DO WE NEED TO KNOW?

In addition to the 57 orders for LNG carriers which was a new annual record for our core business, in 2019 we demonstrated, with orders of GBS and VLEC, our ability to cover the entire value chain of the transportation and storage of liqueﬁed gas.

The year was also marked by numerous investment decisions in gas liquefaction projects. Another record was achieved with the use of over 70 million tonnes in construction last year. These decisions will generate orders for LNG carriers over the next three years.

IS THE GROWTH OF YOUR LNG AS FUEL BUSINESS MEETING YOUR EXPECTATIONS?

In the field of LNG as fuel, we received eight orders in 2019, one of which pertained to the conversion of a Hapag Lloyd container vessel which should open up new opportunities for GTT. The entry into force, in January 2020, of the regulation from the International Maritime Organisation which limits sulphur emissions of vessels across the world's oceans was an important milestone. It will nevertheless take time, several months or several years, for LNG as fuel to establish itself in this field. We are doing everything possible to promote this development and we are convinced of the potential of this new market for GTT. Let me remind you that the adoption of LNG as fuel by merchant vessels is particularly significant from an environmental point of view.

HAS THE STRONG COMMERCIAL ACTIVITY OVER THE PAST TWO YEARS CHANGED THE PHYSIOGNOMY OF THE GROUP?

Our results for 2019 exceeded our expectations, notably due to the high

number of orders received over the past two years. The growth in our business has resulted in the Group recruiting talented new staff, particularly in the ﬁ eld of R&D, increasing the number of subcontractors used to design the vessels ordered and investing in new premises to accommodate the new arrivals. This work began in 2019 and will continue in 2020.

IN LIGHT OF THE COVID-19 CRISIS, HOW DO YOU SEE 2020 PLAYING OUT?

It is a terrible health crisis. My initial thoughts are for all the victims. On our side, we have taken the required measures to protect the health of our employees and their families. From the beginning of the crisis, the Group made recommendations to its employees, firstly abroad, then at the head office, in line with those from the foreign affairs ministry and the health ministry, including working from home for a large part of the workforce.

With regard to our objectives for the current year, given the high level of our order book and in the absence of shifts in the timetable for the construction of the vessels, we have decided to conﬁ rm them while remaining highly attentive to developments in the markets in which the Group operates.

IS YOUR LONG-TERM OUTLOOK STILL STRONG?

The long-term momentum of the LNG market seems to be well established. It is based on solid fundamentals. Resources are abundant in numerous regions of the world. This gas is the cleanest of all fossil fuels. It is also complementary to the development of renewable energies due to its availability and the flexibility of power stations that use this fuel. Demand for gas is strong, particularly since 2017, and the long-term outlook remains favourable. This is notably explained by the decarbonation policies of the largest urban areas, particularly in Asia. Lastly, the distance between production sources and the main consumer countries

is favourable to LNG and therefore to the LNG carriers market. In the current environment, these background trends are a protective element for GTT, even though the long-term consequences of the Covid-19 crisis on the world economy are currently difﬁcult to assess.

Also, our development in new activities, such as LNG as fuel and Smart Shipping, is following its course and will support the long-term growth of GTT. In this respect, a few days ago, we announced the acquisition of Marorka, an Icelandic company that specialises in Smart Shipping. This is a further milestone in the implementation of our digital strategy which also seeks to make the maritime world cleaner.

FROM A STOCK MARKET POINT OF VIEW, DOES GTT HAVE

A GREEN VALUE?

With regard to GTT's assets from a social and environmental point of view, it is quite simple. We are a technology company; so, our direct emissions are very limited. At the social and societal level, we have made rigorous and evolving arrangements to ensure the health and safety of our employees and stakeholders and to apply a motivating and fair compensation policy, with particular attention to the development and transmission of knowhow within the company. In addition, our activities are supported by environmental factors, in particular the reduction in greenhouse gas emissions and pollutants. The LNG fuel market alone represents a potential reduction in emissions that is quite signiﬁcant at the planetary level.

Lastly, I would like to say that GTT knows how to look after its shareholders. Our dividend policy allows them to obtain significant returns which, in the current climate, is particularly valuable as it serves as a shock absorber and supports the stock market price.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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"Our activities are supported by environmental factors,

in particular the reduction in greenhouse gas emissions and pollutants."

GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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KEY FIGURES

€M

CONSOLIDATED REVENUE IN 2019

CURRENT ORDERS(1)

AS AT DECEMBER 31, 2019

EMPLOYEES

AT END DECEMBER 2019

Excluding LNG fuel.

CONSOLIDATED REVENUE (in millions of euros) AND NET MARGIN (in %)

288

246

58.1%

49.7%

OO Revenues

Net margin

ORDER BOOK IN VALUE (in millions of euros, excl. LNG as fuel)

375
224	232
	49	79
		22
	-	-

O As at 31 December 2018 O As at 31 December 2019

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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KEY FIGURES FOR 2019

ORDER BOOK

AT DECEMBER 31, 2019 (in units, excl. LNG as fuel)

6
Ethane carriers
6
Onshore
storage/GBS
2	133
FLNG	113
6	units
LNG carriers
FSRU

ORDER BOOK BY TECHNOLOGY
AT DECEMBER 31, 2019 (in %)
11%	27%
Mark III Flex+
NO96 GW

58%	4%
Mark III Flex	NO96+

DELIVERY SCHEDULE BASED	SHAREHOLDERS' STRUCTURE
ON THE ORDER BOOK (in units, excl. LNG as fuel)	AS AT DECEMBER 31, 2019 (in %)

			NS	0.52%
54	53		Treasury shares	Managers and employees
21	Public	of the Company	3e148e1c9d58-
47	20	ENGIE

			59.08%	40.4%
O As at 31 December 2018		5		-a919
O As at 31 December 2019		d702--421e
		-	-
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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

CHALLENGES STRATEGY

. Transformation	Gas handling
technologies

Towards a lower emission maritime world

Smart shipping	Offshore	. Enhancement
			Multigaz
LNG			GBS
as fuel	Méthaniers
			Evolution
			of NO96
Transfer		. Intensiﬁcation	& Mark
operations			systems

. Enlargement

. Improvement

Advisory services

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Intervention services

Training

. Advisory and services

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CHALLENGES AND STRATEGY

The outcome of many months of collaborative working, the GTT mission statement was approved by the Board of Directors on April 17, 2020.

"Our mission is to conceive cutting edge technological solutions for an improved energy efﬁciency. We bring our passion for innovation and our technical excellence to our customers, in order to meet their transformation challenges both for today and tomorrow.

The GTT teams are the cornerstone of this mission.

Committed and united, we are determined to contribute to building a sustainable world."

GTT's vision is to provide as many people as possible with access to clean energy, namely liqueﬁed natural gas, safely and economically. Thanks to its innovative technologies, GTT is today a leading player in the design of membrane containment systems for the maritime transportation and storage of liqueﬁed natural gas.

The Company's organisation and values are based on this commitment: to anticipate major technological and environmental breakthroughs by supporting transformation of the world's energy landscape and new customer requirements.

CONSOLIDATING THE GROUP'S POSITION IN THE LNG AND OTHER LIQUEFIED GASES INDUSTRY THROUGH INNOVATION

The Group places tremendous emphasis on innovation in order to adapt to the needs of shipyards, ship-owners and terminal operators at every key stage in the chain relating to liqueﬁed gases and in particular LNG. In addition, GTT maintains close relations with the main classiﬁcation societies and the main worldwide gas companies so that they support and recommend its membrane containment systems. This emphasis on innovation, reﬂected in a 24% increase in research and development expenditure in 2019, allows the substantial renewal of GTT's portfolio of patents, and helps it to maintain its position in the LNG shipbuilding industry.

CAPITALISING ON THE EXPECTED GROWTH OF LNG AS FUEL, OF SMALL- AND MEDIUM-SIZE CARRIERS AND OF STORAGE

GTT believes that it is in an ideal position to strengthen its presence in LNG as fuel market, especially with the equipment of large vessels. In this respect, the ﬁrst order from CMA CGM at the end of 2018 to equip nine giant container vessels represented a major step forward. GTT's membrane technology offers efﬁciency, safety and cost reductions which are signiﬁcantly better than those of competing technologies. At the end of 2019, the Group's order book totalled 19 units: 15 container vessels, one cruise liner and three bunker vessels.

EXPANDING THE SERVICE OFFERING

GTT and its subsidiaries support their customers and partners, and more generally the LNG industry as a whole, through all project phases. The Group is present during the construction, operation and maintenance stages to guarantee safety, quality, performance and operational ﬂexibility.

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OUR

Furthermore, the Group is also seeking to expand its range of services through targeted acquisitions. With the acquisition of Ascenz in January 2018 and Marorka in February 2020, GTT is able to expand its operations in complementary ﬁelds, such as Smart Shipping.

GTT (Gaztransport & Technigaz) is a technology and engineering company that specialises

in cryogenic membrane containment systems used to transport and store liqueﬁed gas, and LNG

(Liqueﬁed Natural Gas) in	more speciﬁcally on the demand for LNG are still difﬁcult to assess. For more information,
particular.	refer to section 2.2.2.2 - Economic Environment, of this Universal Registration Document.

GROWING SHARE OF GAS AND LNG IN THE ENERGY MIX

The share of gas in the global energy mix is growing. This dynamic is set to continue over the long term. Resources are abundant, particularly since the discovery in 2008 of American shale gas. This gas is the cleanest of all fossil fuels. It also complements the development of renewable energies (availability, ﬂexibility, price). Demand for gas remains strong, particularly since 2017, and the long- term outlook is favourable. This is notably explained by the decarbonisation policies of the largest urban areas, particularly in Asia. The distance between production sources and the main consumer countries

800
700
600
500
400
300
200
100
0
2000	2001	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035

O Supply - Operationnal O Supply - Under Construction		Demand

is favourable to LNG and therefore to the LNG carriers market.

As of the date of this document, the risks associated with the impact of the Covid-19 epidemic on the global economy, and

Outlook for LNG supply and demand

Source: Wood Mackenzie Q4 2019.

The technologies offered by GTT combine operational efficiency with safety.

Made using thinner, lighter materials than those used by competitors, the systems designed by GTT help to optimise LNG storage capacity and

reduce the construction and operational costs of vessels and tanks.

PROVEN TECHNOLOGIES

The Company has been designing and marketing technologies for LNG carriers, LNG ﬂoating units, and multi-gas transport vessels for over 50 years. GTT also develops solutions dedicated to land storage and to the use of LNG as fuel for vessel propulsion, as well as a full range of services.

STAKEHOLDERS

GTT's membrane containment systems are mainly used by shipyards, ship-owners, gas companies, and terminal operators.

License agreements with shipyards

The Group, under license agreements, offers its membrane technology to the main shipyards in Korea and China, including: Samsung Heavy Industries, Hyundai Heavy Industries, Daewoo Shipbuilding & Marine Engineering and Hudong-Zhonghua.

Prescribers and end clients

These shipyards use the Group's technologies as part of the construction of vessels and tanks intended for the transportation and/or storage of LNG, as well as other types of liquid gas, between liquefaction units and import terminals.

The purchasers and/or charterers of vessels equipped with the technology offered by the Group are, on the one hand, major gas companies such as Qatargas, Shell, BP, TOTAL, Chevron, Eni, and Petronas and on the other hand, ship-owners such as: GasLog, Golar LNG and Maran Gas Maritime who order vessels in line with the requirements of the gas companies.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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OUR BUSINESS MODEL

MAJOR LIQUEFIED GAS

AND MARITIME TRANSPORTATION TRENDS

Modiﬁcation		Increase	New Global
of the global	Growing LNG	in production	Sulfur Cap	Development
energy mix	demand,	capacities,	environmental	of LNG
in favour	particularly	particularly in	regulations	as merchant
of natural gas	in Asia	the United States	in 2020	vessel fuel

RESOURCES

HUMAN CAPITAL

456 employees

80% engineers

10,000 hours

of training in 2019

	DESIGN	TECHNICAL	SERVICES MAINTENANCE ENHANCEMENT

INTELLECTUAL CAPITAL	SUPPORT					ASSISTANCE
R&D budget
of €25M in 2019
-	CO	Y	TE

102 employees	E	S	S	M
in the Innovation
Division

FINANCIAL CAPITAL
Order book
of €708M
-	GAS					SHIP-OWNERS
Potential operational
growth	COMPANIES					End clients
-	End clients
External					and prescribers
growth strategy	and prescribers

SOCIETAL CAPITAL
Accreditation
of suppliers

-
Code of ethics
GTT Training,
GTT HEARS	CLASSIFICATION					SHIPYARDS

ENVIRONMENTAL	SOCIETIES					Direct clients
CAPITAL	Certiﬁcation
Small footprint	and approval
-

Limited energy and raw materials consumption

VALUE

CREATION

HUMAN CAPITAL

Employee

loyalty

Equal opportunities

Attractive compensation

system

INTELLECTUAL CAPITAL

1,722 active patents

301 patented inventions

FINANCIAL CAPITAL

High proﬁtability

Cash-ﬂow generation

High dividend

Solid balance sheet

SOCIETAL CAPITAL Safety of installations and crew

Assistance and training

for ship-owners

ENVIRONMENTAL

CAPITAL

Effectiveness

and strength of

containment systems

Use of LNG

as shipping fuel

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

HIGHLIGHTS

MARCH

Order from the Sembcorp Marine shipyard for the design of tanks for an LNG bunker vessel of 12,000m³ on behalf

of the ship-owner Indah Singa Maritime Pte Ltd, a subsidiary of Mitsui OSK Lines (MOL).

APRIL

Order from the Chinese shipyard Hudong-Zhonghua for the design of an LNG tank

of 6,500m³ as part of the conversion of a very large capacity container vessel for the German ship-owner Hapag Lloyd.

JUNE

Order from Jiangnan Shipyard for the design of LNG tanks for ﬁve container vessels.

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2019 HIGHLIGHTS

SEPTEMBER

Six orders for latest generation ethane carriers. GTT's membrane technology was selected for the design of six large capacity (98,000 m3) ethane carriers, built by HHI and SHI on behalf of the Chinese company Zhejiang Satellite Petrochemical.
Order of three GBS: a ﬁrst for GTT! Contract with the company SAREN BV (joint venture between Renaissance Heavy Industries Russia and Saipem) for the design and construction of three GBS (Gravity Based Structure) terminals dedicated to the Arctic LNG 2 project.
GTT Technologies: numerous announcements at the Gastech exhibition.
- American Bureau of Shipping awards GTT "LNG Cargo Ready" notation for its latest VLEC (Very Large Ethane Carrier) model.
- Bureau Veritas approval in principle for the icebreaker vessels equipped with Mark III Flex and NO96 L-103+ technologies.
- Agreement with Lloyd's Register and various partners on a joint project to design a Very Large Crude Carrier (VLCC) using LNG as fuel.
- New name for GTT's latest technology: GTT NEXT1 (formerly NO96 Flex).

FEBRUARY

Acquisition of the company Marorka (Iceland), specialising in Smart Shipping.

DECEMBER

• New Technical Assistance And License Agreement (TALA) with the Chinese shipyard WISON Offshore & Marine (WOM), a pioneer in the ﬁeld

of ﬂoating LNG units in China.

• Notiﬁcation for the design of tanks
for several vessels, bringing the number
of LNG carriers ordered in 2019 to 57.
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APPLICATIONSSERVICES

UNIQUE

EXPERTISE

The GTT Group is a key player in the ﬁeld of liqueﬁed gas and, in particular, Liqueﬁed Natural Gas (LNG). For nearly 60 years, it has been offering established, secure and efﬁcient technologies for the transportation by boat of liqueﬁed gas at low temperatures, or in cryogenic conditions, and the onshore and offshore storage thereof.

The so-called "membrane" technologies created by GTT were originally designed to cut the cost of LNG maritime transportation by loading it, in bulk, into the vessel's holds.

To keep the gas in a liquid state (-163°C) during transportation, the holds must be coated with a cryogenic lining, or "membrane". This system ensures a perfect seal between the liquid cargo and the vessel's hull, while limiting evaporation of the cargo (boil-off).

GTT uses two major technologies for the membrane tanks: Mark and NO, which offer numerous advantages, including:

optimisation of the cargo volume carried, by ﬁtting perfectly into the vessel's hull;
reduced vessel construction and operating costs;
better energy efﬁciency;
better vessel seaworthiness.

GTT's technologies are approved by international classification societies, and they are recognised and recommended

by major gas production companies worldwide and enjoy unparalleled level of feedback from actual use at sea. They are also subject to ongoing optimisation to address the many expectations of the LNG industry, whether from ship-owners, shipyards, EPC contractors, etc. Regulatory changes in the sector have also resulted in GTT reinforcing its position as a leading technological player in the LNG chain, thanks to its increasingly ambitious research and development programmes.

The Group is recognised for its unique expertise, and builds trusting relationships with all of the players in the maritime and gas sector: shipyards, ship-owners, gas companies, terminal operators, installers of insulation systems, repair sub-contractors and classification societies. Shipyards and industrial companies access GTT technologies via license contracts. Teams of the licensed partners are then trained by GTT in the principles of membrane installation. This procedure has made it possible to equip more than 400 LNG vessels (LNG carriers, FSRUs and FLNGs) worldwide.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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APPLICATIONS AND SERVICES

A WIDE RANGE OF

LNG TRANSPORT -

GTT'S CORE BUSINESS

With nearly 60 years of expertise and feedback, GTT is a leading player when it comes to LNG transport by sea and membrane containment technology.

At the end of 2019, the Group had an order book of 113 LNG carriers, 57 of which were new orders received during the year.

SOLUTIONS FOR

OFFSHORE STORAGE

As part of its research and development programme, GTT has developed new solutions for the offshore LNG industry, particularly for ﬂoating LNG storage and regasiﬁcation units (FSRU) and ﬂoating LNG production, storage and unloading units (FLNG).

33 FSRUs are currently in operation around the world. The new LNG importing countries continue to choose these regasification vessels which constitute an economical alternative to onshore storage which can be used while we wait for shore-based plants to be completed. It is also a rapid and ﬂ exible solution. All units currently under construction will be equipped with GTT technologies.

The GTT Group participated in the Prelude FLNG project, delivered in 2017. This is the largest ﬂoating LNG unit in the world, and includes a liquefaction plant. The FLNG Prelude has 10 Mark III tanks, developed by GTT. At the end of 2019, the Group's order book included six FSRUs and two FLNGs.

SOLUTIONS FOR

ONSHORE STORAGE

GTT has developed its own membrane solutions tailored to onshore storage, using its GST® technology which can be adapted to suit small and large capacities. Its technology is recognised as being highly operationally efﬁcient and has already been ﬁtted to 38 tanks. Nineteen EPC contractors are currently licensed to deploy this technology.

GTT's most recent order for onshore storage was received in 2018 from the European Organisation for Nuclear Research (CERN). This 12,500 m3 tank is designed to contain liquid argon for experimental purposes for the scientific consortium LBNO-DEMO(1).

In September 2019, GTT signed a contract for three GBS terminals as part of the Arctic LNG 2 project for the Russian LNG producer PAO NOVATEK. This is GTT's ﬁrst GBS development project. These GBS are be installed on the Gydan peninsula in Russian Arctic.

MULTI-GAS TRANSPORT

GTT also meets the needs for the transport and storage of liquid gases other than LNG, such as ethane, ethylene, propane, butane and propylene, which have different characteristics in terms of density and temperature.

Six large-capacity ethane carriers are already in service, using the technologies developed by GTT. In 2019, GTT received an order to design the tanks for six new ethane carriers. These latest-generation ethane carriers will be the largest ever built in the world (98,000 m3). This latest order is testament to the viability of GTT's containment systems for the transportation of various types of liquefied gas (other than LNG). The Group is also continuing to market its GTT MARS™ technology. This technology is specifically designed for the transportation of LPG, the density and temperature of which are different to LNG. It is based on the characteristics of the proven Mark III membrane technology, but has been adapted and simpliﬁed in order to meet the speciﬁc requirements of LPG.

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LBNO-DEMO:a consortium including CERN (European Organisation for Nuclear Research) and ETH Zurich (Swiss Federal Institute of Technology in Zurich).

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APPLICATIONS AND SERVICES

A NEW FIELD OF APPLICATION:

AS SHIPPING FUEL

With the emergence of LNG as fuel segment, GTT has adapted its technologies for ship-owners seeking LNG propulsion systems that would enable them

to reduce their environmental footprint and to comply with the environmental regulations of the International Maritime Organisation (IMO). To facilitate this energy transition, the Group

is also developing solutions dedicated to the entire logistics chain and bunkering operations.

The applications for using LNG as fuel are varied. In addition to proposing its technologies to equip commercial vessel tanks (cargo and passenger), GTT offers solutions for each link in the logistic chain:

small and medium-capacity LNG carriers used as refuelling vessels and suitable for inland waterways and coastal zones;

bunker barges used to bunker vessels in proximity to ports and coasts, to reduce LNG transfer time from vessel to vessel;
ﬂoating storage structures and bunkering stations placed on the seabed (Gravity Based Structure).

GTT supports ship-owners looking to adopt LNG propulsion for their ﬂeets of merchant vessels.

In June 2019, GTT received an order from the Chinese Jiangnan Shipyard Co. to equip ﬁve new container vessels each with a capacity of 15,000 containers fuelled by LNG.

In April 2019, GTT received an order from the Chinese shipyard Hudong-Zhonghua Shipbuilding for the design of an LNG tank as part of the conversion of a very large capacity container vessel for the ship-owner Hapag Lloyd. This is the ﬁrst conversion of this type for the use of LNG as maritime fuel.

GTT is thus contributing to the emergence of the LNG as fuel market

In March 2019 and December 2019, GTT received orders for the design of tanks for two LNG bunker vessels on behalf of the ship-owner Mitsui OSK Lines (MOL).

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APPLICATIONS AND SERVICES

A RANGE OF

SERVICES

industry a catalogue of training courses adapted both to parties interested in LNG as a shipping fuel, and for companies involved in the maritime transportation of

CONSULTANCY SERVICES

GTT offers consultancy services to help ship-owners make the best decisions in advance of their projects. To support the growth of LNG as a shipping fuel, in 2019 GTT advised several partners and customers on subjects such as gas system design, managing bunkering operations, optimising the positioning and design of tanks in order to limit the impact on cargo, etc.

This advice could lead to engineering studies.

ENGINEERING STUDIES

GTT carries out studies into highly speciﬁc, technical issues both in the pre-project phase and for vessels or units in service.

They consist of making changes to the characteristics of a vessel in operation, e.g.

to convert from an LNG carrier to an FSRU, to install a requaliﬁ cation unit on an LNG carrier, etc.

GTT also offers operations at sea studies to help boost operational flexibility. These studies can notably help estimate the quantity of gas generated during a transfer between two vessels, or assess the risk associated with the sloshing of LNG in tanks in conditions not foreseen in the vessels' design.

OPERATIONS SUPPORT

Assistance with carrying out operations

To facilitate the development of LNG as a fuel, GTT offers assistance in carrying out initial LNG operations (gas trials, ﬁrst bunkering operations, etc.).

Training services

GTT Training, a Group subsidiary, capitalises on its extremely wide-ranging expertise in issues relating to LNG, to offer the LNG

LNG. GTT Training also offers an LNG and liqueﬁed gas operations simulator known as G-Sim. It is used for training ofﬁcers of both LNG-propelled vessels and LNG carriers.

On-board services

Ascenz became a GTT Group subsidiary following its acquisition at the beginning of 2018. Based in Singapore, Ascenz offers the shipping industry solutions for monitoring and improving the energy efficiency of vessels. The acquisition in February 2020 of the company Marorka (Iceland) has helped strengthen GTT's position on this market segment.

Emergency response service

GTT offers a telephone hotline service for assistance in emergency situations called HEARS® (Hotline Emergency Assistance

Response Service). The service provides operators and their crews with advice and assistance from Group specialists 24/7.

MAINTENANCE SERVICES

The Group provides technical support for the inspection, maintenance and repair of membrane vessels. GTT has selected a network of approved shipyards to perform maintenance operations in optimum conditions. The Group also provides an on-site maintenance service for ﬁxed units such as FLNGs and certain FSRUs.

Furthermore, Cryovision, a subsidiary of the Group, provides the following membrane test services:

TAMI™ (Thermal Assessment of Membrane Integrity) makes it possible to test the integrity of secondary membranes, while maintaining continuity of operations, since the tests can be performed during navigation while the tanks are full. Cryovision has tested more than 450 tanks using this method since 2012;
MOON® (MOtorized BalloON) is a drone-like tool allowing the quick and easy deployment of standard inspection methods for the primary membrane of tanks;
TIBIA (Tank Inspection By Integrated Arm) is a tool developed by GTT to carry out maintenance tasks on the primary membrane of GTT technologies on board FLNGs and FSRUs. TIBIA facilitates access to areas which are difficult to access, thereby generating a time-saving during maintenance.

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GOVERNANCE

BOARD OF DIRECTORS

PHILIPPE

BERTEROTTIÈRE

Chairman and Chief Executive Ofﬁcer

BENOÎT MIGNARD	ANA BUSTO
Non-voting Director	Director
PIERRE GUIOLLOT (1)	CHRISTIAN GERMA
Director	Independent Director
	OF THE BOARD OF DIRECTORS
CÉCILE PRÉVIEU	BRUNO CHABAS
Director	Independent Director

ANDREW JAMIESON	MICHÈLE AZALBERT
Independent Director	Director
	ISABELLE BOCCON-GIBOD(2)
	Independent Director

OF THE BOARD OF DIRECTORS

(2)		(2)
				YEARS
WOMEN ON THE BOARD	INDEPENDENT DIRECTORS		AVERAGE AGE		DIRECTORS
OF DIRECTORS

The composition of the Board of Directors complies with the AFEP-MEDEF recommendations (independence, gender balance). The biographies of the Directors are available in section 4 of this Universal Registration Document.

Subject to the ratiﬁ cation of the co-option of Mr Pierre Guiollot by the shareholders' Meeting of June 2, 2020.
Subject to the ratiﬁcation of the co-option of Ms Isabelle Boccon-Gibod by the shareholders' Meeting of June 2, 2020.

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MEETINGS IN 2019

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GOVERNANCE

EXECUTIVE TEAM

PHILIPPE BERTEROTTIÈRE*

Chairman and CEO

ERIC DEHOUCK*	KARIM CHAPOT*	DAVID COLSON*	LÉLIA GHILINI*
Deputy CEO	Technical Director	Commercial Director	General Counsel
and Innovation Director			and Director of Legal Affairs

MARC HAESTIER*	SANDRINE VIBERT*	JULIEN BEC	ANOUAR KIASSI
Administrative	Director of Human	LNG Fuel Director	Chief Digital
and Financial Director	Resources		& Information Ofﬁcer

Member of the Executive Committee

SPECIAL

COMMITTEES

AUDIT AND RISK MANAGEMENT COMMITTEE

Since its creation at the time of the initial public offering in 2014, the members of this committee have been selected for their expertise in ﬁnance and accounting.

The three members of the Audit and Risk Management Committee, including the Chairman, have the task of reviewing the ﬁ nancial statements and monitoring issues related to risk management.

Committee Chairman: CHRISTIAN GERMA

Composition: ISABELLE BOCCON-GIBOD, CHRISTIAN GERMA and PIERRE GUIOLLOT

COMPENSATION AND

NOMINATIONS COMMITTEE

This committee was also created at the time of the initial public offering in 2014.

Consisting of five members, including its Chairman, the committee is responsible for assisting the Board of Directors in selecting the members of the Board, of the Board's committees and of General Management and for making recommendations on compensation issues to the Board of Director.

Committee Chairman: BRUNO CHABAS

Composition: ISABELLE BOCCON-GIBOD,

BRUNO CHABAS, CHRISTIAN GERMA,

PIERRE GUIOLLOT and ANDREW JAMIESON

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ANNUAL FINANCIAL REPORT, MANAGEMENT REPORT AND BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE

This Universal Registration Document includes (i) all elements of the Annual Financial report mentioned in paragraph I of Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the AMF General Regulation, (ii) all mandatory mentions of the Management report by the Board of Directors to the Annual shareholders' Meeting of June 2, 2020 stated in Article L. 225-100 of the French Commercial Code, and (iii) all elements of the Board of Directors' report on corporate governance mentioned in Article L. 225-37 of the French Commercial Code.

Chapter 9 of this Universal Registration Document features a table of concordance between the documents mentioned by these texts and the corresponding headings in this document.

INFORMATION INCORPORATED BY REFERENCE

In accordance with Article 19 of (EU) Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017, this Universal Registration Document incorporates the following information by reference:

relating to the Company's ﬁ nancial year ended December 31, 2017: activity report, annual ﬁnancial statements and related reports by the Statutory Auditors, presented in chapter 3 - Financial statements, on pages 53 to 125 of the Registration Document registered with the AMF on April 25, 2018;
relating to the Company's ﬁ nancial year ended December 31, 2018: activity report, annual ﬁnancial statements and related reports by the Statutory Auditors, presented in chapter 3 - Financial statements, on pages 53 to 124 of the Universal Registration Document registered with the AMF on April 30, 2019.

This information should be read in conjunction with the comparative information presented as at December 31, 2019.

The information included in these Universal Registration Documents, aside from that mentioned above, is, where applicable, replaced or updated by the information presented in this Universal Registration Document. These documents are accessible under the conditions described in section 9.3 - Publicly available documents of this Universal Registration Document.

FORWARD-LOOKING STATEMENTS AND MARKET DATA

This Universal Registration Document contains forward-looking statements, notably in chapter 1 - The Group and its activities, chapter 5 - Comments on the financial year and chapter 6 - Financial statements. These statements are not historical data and should not be interpreted as a guarantee that the facts and data presented will occur or that the objectives will be achieved, as by their very nature these are subject to external risks and factors, such as those presented in chapter 2 - Risk factors and internal control.

Unless stated otherwise, the market data presented in this Universal Registration Document is based on internal GTT estimates which are themselves based on publicly available data.

For more information, refer to section 9.8 of this Universal Registration Document.

Note

In this Universal Registration Document, the terms "GTT" and the "Company" mean the société anonyme (joint stock limited liability company) GTT. The term "Group" means GTT and its subsidiaries.

A glossary of the most frequently used technical terms, units of measurement and acronyms is presented in section 9.6 of this Universal Registration Document.

Copies of this Universal Registration Document are available free of charge from the Company's website (gtt.fr), the website of the Autorité des Marchés Financiers (amf-france.org) and from GTT in writing at 1, route de Versailles - 78470 Saint-Rémy-lès-Chevreuse (France).

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THE GROUP

AND ITS ACTIVITIES

HISTORY
MANAGEMENT AND ORGANISATIONAL STRUCTURE

Executive team proﬁles
Group structure

1.3 OBJECTIVES AND STRATEGY

A mission statement and vision
A strategic positioning that addresses the challenges of the sector
Innovation at the heart of the strategy
Financial objectives for the 2020 ﬁnancial year

1.4 THE LIQUEFIED GAS SECTOR

Liqueﬁed natural gas
Multi-gasvessels

20	1.5	ONSHORE AND SEABED STORAGE	40
	1.5.1	Historical trend and order books	41
	1.5.2	GTT's onshore storage technologies faced
21		with competing technologies	41
1.5.3	Long-term outlook	42
21

22	1.6	DEVELOPMENT OF NEW ACTIVITIES

24		BY THE GROUP	42
1.6.1	Vessels fuelled by LNG	42
24
1.6.2	Small LNG carriers and LNG vessels

25		and bunker barges	48

25	1.7	SERVICES	49
29

	1.7.1	Consultancy services	49
30	1.7.2	Engineering studies	49
1.7.3	Training services	50
30
1.7.4	Operations support	50
39
1.7.5	Digital services	51

	1.7.6	Maintenance services	51
	1.7.7	Supplier certiﬁcation	52

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THE GROUP AND ITS ACTIVITIES

History

1.1 HISTORY

1963: Gazocean (shipowner owned by Gaz de France and NYK Line) creates Technigaz.
1965: Gaztransport is founded by Worms (51%), Forges et Chantiers de la Méditerranée (24%), Ateliers et Chantiers de Dunkerque et Bordeaux (15%) and Gaz de France (10%).
1994:
- GTT is created after the merger of Gaztransport and some Technigaz shipping businesses;
- change in the shareholding structure: Gaz de France (40%), TOTAL (30%), Bouygues Offshore (30%).
2011: launch of the Mark III Flex technology, an improved version of existing Technigaz technology.
2012:
- launch of NO96 Evolution, developed from the historical Gaztransport technology;
- creation of Cryovision, a subsidiary specialising in innovative services to ship-owners and terminal operators.
2013:
- creation of the GTT North America subsidiary (based in Houston) in order to be part of the rapid growth of the LNG sector in North America (particularly that of bunkering);
- set up of the "HEARS" hotline (emergency intervention telephone service).
2014:
- GTT initial public offering on Euronext Paris compartment A in February;
- creation of GTT Training Ltd in the United Kingdom, a subsidiary specialising in training intended for gas officers operating on LNG carriers, as well as simulation tools related to this activity;
- GTT receives ten orders for ice-breaking LNG carriers;
- ﬁrst order for the construction of six VLECs (Very Large Ethane Carriers), "multi-gas" vessels designed to transport ethane, but also several other types of gas in liquid form, such as propane, butane and propylene;
- launch of SloShieldTM a system for real-time monitoring of sloshing in tanks, which allows control of the effects of sloshing in LNG carriers' tanks.

20 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

2015:
- Conrad Industries is the Group's ﬁrst licensed shipyard in the United States since the 1970s;
- an order for an LNG bunker barge, the ﬁ rst of its kind in the North American offshore market;
- creation of GTT SEA PTE, a commercial development subsidiary based in Singapore.
2016:
- delivery of the first Floating Liquefied Natural Gas vessel (FLNG) and the first multi-gas vessel for the transport of ethane.
2017:
- delivery of the largest ﬂoating unit, the FLNG Prelude;
- arrival on the LNG as fuel market with a ﬁ rst order by CMA CGM for nine giant container vessels;
- opening of an ofﬁce in Shanghai.
2018:
- acquisition of 75% of Ascenz Singapore's shares;
- order of ﬁrst LNG powered cruiser icebreaker.
2019:
- order of 3 seabed Gravity Based Structures (GBS) for the Arctic LNG 2 project, a ﬁrst for GTT;
- order of 6 giant latest-generation ethane carriers;
- new name for the Group's latest technology: GTT NEXT1.
2020:
- acquisition of Icelandic company Marorka.

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THE GROUP AND ITS ACTIVITIES

Management and organisational structure

1.2 MANAGEMENT AND ORGANISATIONAL STRUCTURE

1.2.1 EXECUTIVE TEAM PROFILES

Member of the Executive Committee

Philippe Berterottière, Chairman and Chief Executive Ofﬁ cer, joined GTT in 2009. He has more than 35 years of experience in advanced technology sectors. He previously held a number of management positions within companies in the aerospace sector: with Airbus as a contract negotiator, then Business Development Director, with Matra as Sales Director within the defence division, and with Arianespace, where he held several sales positions before becoming Commercial Director and a member of the Executive Committee. He is a graduate of the HEC (Hautes Études Commerciales) business school and of the IEP (Institut d'Études Politiques).
Eric Dehouck, Deputy CEO and Innovation Director joined GTT in April 2020. Eric Dehouck is an entrepreneur, investor and executive of international companies. Between 2002 and 2018, at SUEZ, he acquired extensive functional and operational experience as a business executive in particular in the role of Chief Executive Ofﬁ cer of small and large enterprises and as Vice-President, Director for Research and Innovation of SUEZ Group. In 2018, Eric Dehouck founded his investment ﬁrm, Pachyderme, which invests in innovative enterprises. In September 2019, he joined the General Secretariat for Investment (SGPI) under the Prime Minister's Office as Director of the program "Industry and Services". Eric Dehouck is an engineer from Arts et Métiers (French engineering institute), HEC-Entrepreneurs, and Auditor from IHEDN (SN68).
Karim Chapot, Technical Director, joined GTT as an engineer in 1999 and has worked in the maritime transportation industry for 22 years. In 2002, he became head of structural calculations and was then promoted to Development Director in 2007. Previously, he held various positions at the Cherbourg and Le Havre shipyards. He graduated in naval and offshore architecture from ENSTA Bretagne (École Nationale Supérieure de Techniques Avancées Bretagne) and completed the Executive MBA program at HEC (Hautes Études Commerciales).
David Colson, Commercial Director, joined GTT in 2004 and has nearly 30 years of experience, gained primarily in the automotive industry and then with GTT. During his career with GTT, he was a shipyard project manager until 2008 and head of the business development department until 2010, when he was appointed Commercial Director. Previously, he held several positions at APV, ACOME and Valeo Filtration Systems. He graduated in mechanical engineering and business administration from the University of Birmingham (Bachelor of Engineering and Bachelor of Commerce).
Lélia Ghilini, General counsel and Director of Legal Affairs, joined GTT after two years of experience at the Ministry of Economy and

Finance as a technical advisor (European Affairs). Admitted to the bars of Paris and New York, she had previously worked for nearly 10 years in mergers & acquisitions in several prominent law ﬁrms. Lélia holds a DESS in business law and a legal consultant's degree in business (DJCE) from the University Paris II (Panthéon-Assas). She also holds an LLM from New York University.

Marc Haestier, Chief Financial Ofﬁcer, joined GTT in early 2017. He began his career holding several ﬁnancial positions at the paper group Arjo Wiggins in Belgium and UK, from 1985 to 1997. He then joined the Alstom group in Paris in 1997 as Finance and Treasury Director. He moved to Gaz de France in 2004 as Deputy Chief Financial Ofﬁcer. He became Chief Financial Ofﬁcer and Support Functions Director of the ENGIE group's Infrastructure Business Line in 2010. He holds a degree in Applied Economic Sciences and an MBA from the University of Louvain.
Sandrine Vibert, Human Resources Director, joined GTT in 2019. She has 23 years of experience in the Oil and Gas and transport engineering sectors. She began her career with various HR positions in the Bouygues Group. With a Coaching and Co-development certification, Sandrine Vibert set up a change management consulting ﬁrm, and then joined Systra as HR Manager for technical and project management functions at Group level. She holds a postgraduate degree (DESS) in Business Strategy and Human Resource Management and a Social and Economic Science Degree from the François Rabelais University in Tours.

Other executives

Julien Bec, LNG Fuel Director, joined GTT in 2015. A graduate of École Centrale Paris (1999), he gained both technical and operational experience: having started his career in the automotive industry - in particular as an engine projects engineer for PSA - he joined Vallourec in 2007 where he became Administrative Controller, and then M&A Director for the petrol division. For the past four years, he has been developing GTT's offering in the ﬁeld of LNG as a fuel for commercial vessels and bunker vessels.
Anouar Kiassi, Digital & IT Director, joined GTT in 2018. He has 11 years' experience in Digitalisation and IT Systems. He previously held various positions in software engineering, and then digital programme management and consulting, before joining the ROUSSELET group where he performed various duties including the digital transformation of the business, project management, and department management. He holds a Software Engineering degree from Télécom ParisTech (Paris) and a Computer Science degree from École Polytechnique (Palaiseau).

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THE GROUP AND ITS ACTIVITIES

Management and organisational structure

1.2.2 GROUP STRUCTURE

GTT's registered ofﬁce - located in Saint-Rémy-lès-Chevreuse, France - is where most of the Group's activities and employees are based.

Organisation structure

Philippe Berterottière*

Chairman and Chief Executive Ofﬁcer

Eric Dehouck*

Deputy CEO

Lélia Ghilini*

General counsel/

Director of Legal Affairs


Eric Dehouck*	Julien Bec	David Colson*	Karim Chapot*	Sandrine Vibert*	Marc	Haestier*
Director	Director	Commercial	Technical	Human	Chief
Resources	Financial
of innovation	LNG as fuel	Director	Director	Director	Ofﬁcer
~102 people	~17 people	~28 people	~194 people	~10 people	~40 people

Anouar Kiassi

Digital & IT

Director

* Member of the Executive Committee.

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Subsidiaries

The Group has seven subsidiaries:

Cryovision, based in Paris (France), which offers innovative services to ship-owners and terminal operators;
GTT North America, based in Houston (United States of America), which enables it to access the rapidly-growing LNG sector in North America (particularly the bunkering market);
GTT Training Ltd, based in London (United Kingdom), which develops the training business intended to train gas ofﬁ cers operating on LNG carriers, as well as simulation tools related to this activity;
GTT SEA PTE Ltd, based in Singapore, responsible for commercial development in Asia;

THE GROUP AND ITS ACTIVITIES

Management and organisational structure

Cryometrics, based in Paris (France), intended to market tools related to the operational performance of carriers of LNG and other liqueﬁed gases, as well as ships fuelled by LNG;
Ascenz, based in Singapore, specialised in Digital Technology and Smart Shipping (acquisition of a 75% stake in this company in January 2018) and after;
Marorka, based in Reykjavik (Iceland), specialised in Digital Technology and Smart Shipping (acquired in February 2020).

At the date of ﬁling this Universal Registration Document, the Company owns all of the share capital and voting rights of its subsidiaries, except for Ascenz in which it holds a 75% interest.


100%	100%		100%		100%		100%	75%	100%

GTT North	Cryovision	GTT Training		GTT SEA	Cryometrics	Ascenz	Marorka
America		PTE Ltd

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THE GROUP AND ITS ACTIVITIES

Objectives and strategy

1.3 OBJECTIVES AND STRATEGY

1.3.1 A MISSION STATEMENT AND VISION

1.3.1.1 A mission statement

The outcome of many months of collaborative working, the GTT mission statement was approved by the Board of Directors on April 17, 2020. "Our mission is to conceive cutting edge technological solutions for an improved energy efficiency. We bring our passion for innovation and our technical excellence to our customers, in order to meet their transformation challenges both for today and tomorrow.

The GTT teams are the cornerstone of this mission.

Committed and united, we are determined to contribute to building a sustainable world."

1.3.1.2 A vision

On the strength of this expertise, GTT is continuing its economic growth, predicated on two strong levers: the priority placed on its human capital, a key asset for GTT, and responsible management of its direct and indirect environmental impacts. The Company's organisation and values are based on this commitment: to anticipate major technological and environmental breakthroughs by supporting transformation of the world's energy landscape and new customer requirements.

GTT's values

Safety

We operate in liqueﬁed gas transportation and storage technologies and, as a result, we attach great importance

to safety. We have a duty to ensure the safety of our employees, our technologies, our services and our customers.

Excellence

We need to constantly strive for excellence in all our processes, in order to remain present in our markets and maintain

our market advantage by satisfying our customers.

Innovation

GTT was born from innovation. We need to continue

our innovation approach at all levels (technologies, organisation) to create a company of opportunities.

Teamwork

GTT can only succeed through constant teamwork internally, and also with our customers, our customers' customers and our suppliers.

Transparency

By strengthening the transparency in our relations, we have established long-termtrust-based relationships with our direct customers, ﬁnal customers and within our workforce.

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THE GROUP AND ITS ACTIVITIES

Objectives and strategy

1.3.2 A STRATEGIC POSITIONING THAT ADDRESSES THE CHALLENGES OF THE SECTOR

Consolidating the Group's position in the LNG and other liquefied gases industry through innovation. The Group places tremendous emphasis on innovation in order to adapt to the needs of shipyards, ship-owners and terminal operators at every key stage in the chain relating to liqueﬁ ed gases and in particular LNG. In addition, GTT maintains close relations with the main classiﬁcation societies and the main worldwide gas companies so that they support and recommend its membrane containment systems. This emphasis on innovation, reﬂected in a 24% increase in research and development expenditure in 2019, allows the substantial renewal of GTT's portfolio of patents, and helps it to maintain its position in the LNG shipbuilding industry.

Capitalising on the expected strong growth of LNG as fuel (bunkering), of small- and medium-size carriers and of storage. GTT believes that it is in an ideal position to strengthen its presence in LNG as fuel market, especially with the equipment of large vessels. In this respect, the ﬁrst order from CMA CGM to equip nine giant container vessels represented a major step forward. GTT's membrane technology offers efﬁciency, safety and cost reductions which are signiﬁcantly better than those of competing technologies. At the end of 2019, the Group's order book totalled 19 units: 15 container vessels, a cruise liner and three bunker vessels.

Expanding the service offering. GTT assists its customers and partners, and more generally the LNG industry, throughout the life cycle of a project, during the construction, operation and maintenance phases.

During the preparation for a planned build, the Group assists shipyards and ship-owners with tank optimisation or tailored studies, as well as providing detailed engineering services, based on the main characteristics, hardware speciﬁ cations and project approvals.

For the operations phase, GTT provides training for users of its products and technologies, as well as on-board services and monitoring software such as SloShieldTM to manage sloshing and LNG AdvisorTM to manage the boil-off rate, and a telephone hotline providing support for emergency operations (HEARS®).

In the area of maintenance operations, the Group has focused in particular on developing innovative tools and services, such as leak tests (with the TAMITM thermal camera, and MOON the motorised balloon).

Furthermore, the Group is also seeking to expand its range of services through targeted acquisitions. With the acquisition of Ascenz in January 2020 and Marorka in February 2020, GTT is able to expand its operations in complementary ﬁelds, such as Smart Shipping.

1.3.3 INNOVATION AT THE HEART OF THE STRATEGY

1.3.3.1 Objectives

GTT's research and innovation activities aim to strengthen the position of the Group as a leading technology provider for the LNG chain.

Accordingly, its innovation policy pursues three main objectives:

to remain receptive to the expectations and needs of LNG chain participants and develop innovative technological solutions by enhancing the performance and value in use of the technologies provided by the Group;
to put the Group in a position of excellence in terms of expertise on key themes such as mechanical characteristics and insulation properties of materials at cryogenic temperatures, modelling of thermal and thermodynamic systems or movements of liquid in the tanks; and
to promote innovation by ensuring processes, organisation and skills of the highest level within the Group.

GTT's innovation policy is based:

upstream, on a development strategy deriving from relationship with clients, ship-owners, gas companies and academic and private partners, ideas resulting from an in-house policy promoting creativity and internal or external speciﬁc expertise; and

downstream, on a development projects management drawn up in accordance with methods and practices accepted by innovation management experts.

The Group has thus chosen to invest resolutely in developing its skills and motivating its employees as means of fostering innovation.

In particular, an incentive-based policy of rewarding inventions has been introduced to foster innovation within the Group. It has been promoted signiﬁcantly towards employees and facilitates the emergence and maturing process for new ideas. This approach takes place as part of a cross-departmental program, set up to strengthen the culture of innovation within the Group, promote and sustain the ideation process, and train employees in exploration and brainstorming methods.

Moreover, the Group is putting in place stringent processes for the management of its Intellectual Property policy. These processes ensure the protection of its innovations, whether in its development projects or in its various engineering projects.

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THE GROUP AND ITS ACTIVITIES

Objectives and strategy

1.3.3.2 Resources dedicated to innovation and R&D

For its research and development activities, the Group spent

18.2 million euros during the ﬁ nancial year ended December 31, 2017, 18.2 million euros during the financial year ended December 31, 2018 and 22.6 million euros during the ﬁnancial year ended December 31, 2019. The Group's research and development activities are mainly ﬁnanced by the Group's free cash ﬂow.

The amount of research and development expenditure represented 20% of the total amount of the Group's operational expenses (1) in 2019. The amount of the investments allocated to research and development represented more than 30% of the total combined amount of the Group's investments in the ﬁnancial years 2017, 2018 and 2019 (2).

At the end of December 2019, in light of the research and development activity in the 2019 ﬁnancial year and the amounts already declared, the Group estimated the research tax credit at 4,142 thousand euros for the ﬁnancial year.

For R&D work, the average headcount (full-time equivalents) is 111 employees, along with the backing of external consultants where required. These employees mainly work in the Innovation Division, as well as in the Technical Division and in the subsidiaries.

The Group continuously invests in new laboratory equipment in order to constantly improve its experimental qualiﬁcation of the complex physical phenomena - both mechanical and thermal - to be considered in the design and validation of its technologies.

1.3.3.3 Development focus and projects

The development of technologies to meet our customers' needs

The appearance and use of more efficient alternative types of fuels now justiﬁ es the need for insulation systems with improved thermal performance, in order to reduce the rate of liqueﬁed gas boil-off from tanks. In addition, the requirements of the market are changing and more resistant insulation systems are necessary to enable operations offshore (FLNG, FSRU, etc.), in order to obtain more operational ﬂ exibility or even to transport gases which are heavier than LNG.

The NO and Mark have evolved over the last 50 years, on the basis of signiﬁ cant feedback from operational experience, in order to always meet the needs of the market more closely.

GTT is thereby introducing new systems in order to minimise the guaranteed boil-off rate and to optimise the insulation's dynamic resistance.

MARK III FLEX+

Recently, the Mark III Flex+ technology was developed to offer a significant improvement on the thermal performance of the Mark III Flex system and to provide a boil-off rate of 0.07% per day. This rate is the lowest ever provided. The thermal insulation and the membrane support are provided by prefabricated panels made of reinforced polyurethane foam. The total thickness of the insulation system was increased by 20% compared to the Mark III

Flex system. In combination with this increased thickness, a solution to strengthen the system's composite and glued secondary barrier is used to guarantee reliable operation. The Mark III Flex+ system beneﬁts from the considerable feedback about this product family, and constitutes a competitive, reliable solution to meet market needs in terms of a reduced boil-off rate. Several commercial references - at SHI and HHI - are today registered by the Company with this technology as part of LNG carrier construction projects. The initial feedback from our industrial partners regarding the industrialisation and construction of this system as part of this shipbuilding project is positive.

GTT NEXT1

The aim of the GTT NEXT1 technology is to provide a performance level equivalent to that of the Mark III Flex+ technology while using two metal barriers.

The use of prefabricated reinforced polyurethane foam panels to support the two gas-tight membranes provides the compromise between thermal and mechanical performance. The second gas- tight barrier is made of Invar, and the design of the first barrier relies on a known stainless steel concept, similar to that of the Mark technologies. By activating these design levers it is possible to offer signiﬁcant improvements in performance, while using proven materials and components.

The design of this new system and its validation are based on validation methods put in place by the Group. Parts of the validation methods have already been shared with the classiﬁcation societies. The final validation of the technology will be done through an experimental campaign involving the conduct of level-1 cryogenic tests. To this effect, the Group has invested in new means of testing, enabling it to conduct this experimental campaign in its laboratories and giving it access to validation that is as representative as possible of real operating conditions.

LNG as fuel projects

More and more ship-owners are currently considering LNG as fuel for their vessels. This new use for LNG will be accompanied by new technical and industrial challenges, which GTT, based on a solid experience in the gas and shipbuilding ﬁelds, is attacking via three vectors for development:

adaptation of the membrane technology and development of a high added value product offering dedicated to tanks for LNG as fuel. Membrane technologies provide for an unequalled level of compactness for the LNG tanks, enabling more space to be used for the ship's trade cargo;
implementation of economic bunkering solutions. Although LNG is relatively cheap, its price delivered on board increases substantially as a result of the cost of the bunkering infrastructures. GTT's aim is to signiﬁcantly reduce the cost of bunkering through more competitive bunkering solutions; and
distribution of LNG as fuel. The aim is to propose increasingly accessible offers, encouraging the use of LNG as fuel.

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Operating expenses consist of personnel expenses, external expenses, consumed purchases and taxes and duties.
Acquisitions of ﬁxed ﬁnancial assets were subtracted from total capital expenditure.

26	GTT - UNIVERSAL REGISTRATION DOCUMENT 2019	gtt.fr

These three vectors for development will provide for innovative new responses to the problems of ship-owners or shipyards interested in the use of LNG as fuel. GTT's proximity to these industrial partners will allow it to rapidly propose these innovations to the market.

In April 2019, GTT received an order notification from Chinese shipyard Hudong-Zhonghua Shipbuilding to design an LNG tank as part of the conversion of the MV SAJIR, a very large capacity container ship (15,000 EVP1) for ship-owner Hapag Lloyd. The ship conversion project was carried out in collaboration with the naval architect based at Hamburg Technolog, the supplier of maritime solutions MAN Energy Solution, and its subsidiary MAN Cryo. The project design is based on the use of an exoskeleton-type structure. The structure, which is pre-equipped with a Mark III cryogenic insulation system developed by GTT, will be installed and integrated in a container hold of the existing vessel. By making use of the vessel's structure, this exoskeleton solution will reduce the weight of the tank and will speed up the vessel's conversion. The 6,500 m3 LNG tank will provide optimal space usage for the storage of fuel. The conversion of the vessel should be completed in the second half of 2020.

The proposed technologies for management of boil- off (evaporation)

In 2019, the Group offered its customers a new, innovative NonDestructive Testing method to be used during the installation of Mark III technologies, providing a signiﬁcant improvement in terms of efﬁ ciency and reliability. A prototype of a vacuum chamber - allowing the detection of any assembly-related leaks through the use of tracer gas (Helium) - was presented and is currently the subject of collaborative exchanges with shipyards.

Concerning the "LNG as Fuel" projects underway, the Group provides support in terms of tools and methods for the manufacturing of LNG tanks. The expertise and dedication of the Group's teams ensure the security of these ﬁ rst applications with new partners.

Periodic exchanges with the Group's customers make it possible to capitalise on the experience gained and offer innovations on a regular basis to optimise the industrialisation of technologies.

The Group also offers industrial process upgrades to its network of suppliers. For example, a new process for the manufacturing of reinforced polyurethane foam insulation panels - based on the principle of a double lamination production line - was validated and proposed, thus providing a manufacturing solution with lower production costs.

Boil-off and the services

In order to extend the Group's existing offer, since 2014 particular attention has been paid to the development of services dedicated to better management of cargo and of boil-off (evaporation). Better management of boil-off represents a signiﬁcant operational challenge for players in the chain since, for any given vessel, the losses tied to boil-off are in the order of ten million dollars a year. This means that a 1% saving in boil-off gas represents a value of around 100,000 US dollars per annum (1). The objective of these developments is to propose solutions to optimise boil-off based on models of the thermodynamic behaviour of cargo, validated by operational data.

THE GROUP AND ITS ACTIVITIES

Objectives and strategy

In 2015, GTT developed and put on the market a tool dedicated to monitoring indicators of the boil-off phenomenon, under the name LNG AdvisorTM. This provides real-time transmission at sea and on land of reliable data relating to the vessel's energy performance. In addition, LNG AdvisorTM and the sloshing management software SloShieldTM, can be combined to obtain overall visibility concerning the behaviour of the cargo, both from the point of view of the energy efﬁciency of the ship and control of the sloshing effects in the tanks.

Sloshing

Sloshing, a phenomenon relating to the movement of LNG inside the ship's tanks, continues to be carefully studied by the Group. The Group has recognised expertise in this ﬁeld, in both modelling and testing.

The Group is continuing its methodological work in this area to improve its understanding of these sloshing phenomena, particularly in the context of deploying its membrane technologies for LNG as a fuel which has different operator constraints to LNGCs.

Onshore and underwater tanks

The Group is also working on its containment technologies for onshore storage tanks to optimise its current technology and increase the cost differential between GTT's technologies and those implemented by its competitors.

This is an important matter, especially for the storage requirements of smaller quantities of LNG (<50,000 m3) such as infrastructures for the supply of LNG as shipping fuel which are undergoing strong growth. In this ﬁeld, the Group's ability to offer competitive technological solutions also contributes to increasing the appeal of LNG as fuel by reducing the cost of distribution and LNG bunkering for this usage.

GTT invested signiﬁ cantly in the development of Gravity Based Structures (GBS). In 2018, GTT was appointed by two major companies to carry out Front End Engineering Design (FEED) studies for new projects. These structures are built around a concrete or steel chambers and membrane containment tanks designed by GTT. They lie on the sea bed and can be installed in a harbour or in an isolated zone, without requiring any additional infrastructure.

In September 2019, GTT announced the signing of a contract with SAREN BV (a joint venture between Renaissance Heavy Industries Russia and Saipem) for three GBS terminals (Gravity Based Structures) dedicated to the Arctic LNG 2 project. The contract concerns the design, construction studies and technical assistance for the membrane containment systems of the LNG and ethane tanks which will be installed inside the three GBS terminals.

The ﬁrst two GBS terminals will be equipped with two LNG tanks, each with a capacity of 114,500 m³, and an ethane tank of 980 m³. The third GBS terminal will be equipped with two LNG tanks of 114,500 m³ each. The GBS terminals, which will lie on the seabed, will consist of concrete caissons and membrane containment tanks using GTT's GSTTM technology. The units will be built in a dry dock at Novatek-Murmansk LLC. They will then be towed and installed in their ﬁnal location in the Gydan peninsula in Russian Arctic.

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GTT analysis based on operational data, and on the basis of an LNG price of 7 US dollars/Mbtu.

GTT - UNIVERSAL REGISTRATION DOCUMENT 2019	27

THE GROUP AND ITS ACTIVITIES

Objectives and strategy

1.3.3.4 Intellectual property

The Group has filed patent applications covering its principal technologies in (i) the countries in which the shipbuilding and repair companies have their registered ofﬁces, (ii) emerging countries for LNG (such as India and Russia) and (iii) LNG exporting countries (such as Australia, Russia, the United States and Qatar) and LNG importing countries (such as South Korea, China and Japan). GTT's technologies are protected by an extensive portfolio of patents. As at December 31, 2019, GTT held 1,722 patents, of which 967 had been issued and another 755 patent applications were under review in close to 60 countries.

The Group has established an internal procedure that aims to identify and protect inventions and enables the Group to ﬁle new patents on a very regular basis.

The Group's objective is to maintain a high level of protection for its intellectual property rights, in particular by increasing the as ineffective, which no longer correspond to its customers' requirements.

Type and scope of patents held by the Group

The number of patents and patent applications reﬂects the efforts made by the Group to reﬁne its existing technologies and innovate. Almost 301 different inventions are covered by the 1,722 patents and patent applications in force as at December 31, 2019, encompassing the technologies already commercialised by GTT and the additional technologies that may be used by the Group to market its future products.

Protected territory

The main technologies currently marketed by the Group give rise to patents or patent applications, where applicable based on the speciﬁcities of each patent, (i) in countries where the registered ofﬁce of construction and repair shipyards are located and/or (ii) in emerging LNG countries (such as India and Russia), and/or (iii) in LNG exporting countries (such as Australia and Russia) and in LNG importing countries (such as South Korea, China and Japan).

Protection of Group employee inventions

The employment contracts of GTT employees assigned to the Group's research and development activities contain a standard clause concerning the ownership of inventions arising from their work. This clause states that their duties entail studies and research assignments and hence include permanent invention-based activities.

The ownership of the inventions arising from their work automatically lies with the Group pursuant to Article L. 611-7 of the French Intellectual Property Code. The speciﬁ c clause related to inventions arising from their work incorporated in the employment contracts of GTT's employees restates the legal principles

28 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

attributing to the employer ownership of the intellectual property rights arising from their work and the employee's undertaking to report any invention in line with the internal procedure implemented by GTT. It is being specified that, in accordance with the provisions of the French Intellectual Property Code, the employee has the right in return for additional compensation for any patentable invention, which takes the form of one or more ﬂat- rate payments.

1.3.3.5 Protected know-how

Securing of the Group's information system

The activities of the Group, which are predicated on its know-how and expertise, require protection of all the working documents and information created, classiﬁed and exchanged internally via its IT network.

The Group implements the appropriate human, physical and technical resources to ensure the safety and fair use of the information system and backing up of its IT data. All the applicable rules are shared in an internal memo entitled "Charter for the use of GTT's information system", which has been signed by all of the Group's employees and is annexed to its Internal regulations. The information systems department is responsible for controlling and overseeing the smooth operation of the information system and ensures that the rules in the charter are applied.

The Group's employees are not allowed to connect equipment to both the internal IT network and the Internet at the same time to avoid any unlawful intrusions into GTT's internal network.

Contractual protection of the Group's know- how

Aside from the protection of new inventions, the Group monitors the protection of its know-how very carefully. It systematically adds a conﬁdentiality clause to its contracts with third parties. In particular, a confidentiality clause is added to Technical Assistance and Licensing Agreements (TALAs) under which GTT grants its clients rights to its technologies and to a large portion of its know-how.

The confidentiality clause stipulated in most TALAs prohibits licensees beneﬁ ting from GTT's intellectual property rights and know-how from disclosing technical information communicated by the Group without the latter's prior consent. This obligation must be satisﬁed for the whole term of the TALAs and for a further period of ten years after it is terminated.

Furthermore, the Group's general policy is to add to engineering services or ad hoc services contracts, or cooperation, research or partnership agreements conﬁ dentiality clauses protecting the Group against the disclosure of information, technical documents, designs or other written or oral information communicated by GTT in connection with its services and research work.

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THE GROUP AND ITS ACTIVITIES

Objectives and strategy

1.3.4 FINANCIAL OBJECTIVES FOR THE 2020 FINANCIAL YEAR

The Company has visibility as regards its revenue from royalties out to 2023 based on its order book at the end of 2019. In the absence of any signiﬁcant order delays or cancellations, this corresponds to a revenue of 708 million euros for the 2020-2023 period (1) (375 million euros in 2020, 232 million euros in 2021, 79 million euros in 2022 and 22 million euros in 2023).

On that basis, the Group:

announces a target of between 375 million euros and 405 million euros in consolidated revenue for 2020;
announces a target of 235 million euros to 255 million euros in consolidated EBITDA (2) for 2020;
targets the payment of dividends amounting to a payout rate of at least 80% of consolidated net income for FY2020 and FY2021 (3).

Royalties driven by the main activity, i.e. excluding LNG as fuel and excluding services, according to IFRS 15.
EBITDA is EBIT, to which depreciation of ﬁ xed assets and asset impairment as shown by impairment tests linked to said ﬁ xed assets are added, according to IFRS.
Subject to approval of the shareholders' Meeting and the distributable net income in the GTT SA corporate ﬁnancial statements.

GTT - UNIVERSAL REGISTRATION DOCUMENT 2019	29

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THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector


1.4	THE LIQUEFIED GAS SECTOR
The Group operates in the market of cryogenic or very low-	carriers, FSRUs (Floating Storage Regasiﬁcation Unit) and FLNGs
temperature containment technologies used for the transport,	(Floating Liqueﬁed Natural Gas) as well as multi-gas carrier vessels
transfer or storage at sea of liqueﬁ ed gas, in particular, liqueﬁed	(in particular ethane, LPG, propylene and ethylene).
natural gas. This market includes several types of vessels: LNG

1.4.1 LIQUEFIED NATURAL GAS

Liqueﬁed natural gas consists of natural gas (methane) liqueﬁed at a temperature of -163°C. It is odourless, colourless, nontoxic, noncorrosive and represents approximately 1/600th of the volume of natural gas in gaseous form. Natural gas is liquefied in LNG liquefaction plants, which allow it to be contained and shipped between regions in liquid form within LNG carriers. After shipping, LNG is returned to a gaseous state in regasification terminals in which the liquid is vaporised then gradually warmed until its temperature rises above 0°C, with the natural gas then typically transferred into distribution networks or consumed.

In gaseous form, natural gas is mainly transported by pipeline. Geopolitical, geographic and economic factors can deter investment in and operation of this infrastructure. Hence, LNG is an attractive alternative to natural gas (in gaseous form) in countries that want to avoid pipeline dependence given the associated geopolitical risks, as well as in regions where gas pipelines would be uneconomical (this is particularly the case in Arctic regions and remote ﬁeld locations). LNG also allows producers operating in saturated energy markets to export natural gas to more commercially attractive locations.

In 2019, the main LNG producing countries were Australia, Qatar and the United States of America, which together accounted for over 50% of the world's supply. The main LNG import region in 2019 was Asia, concentrating over 70% of demand with, in particular, Japan, South Korea and China which accounted for over 50% of global demand in 2019.

The second-biggest import region in Europe, accounting for over 20% of global demand in 2019. (mainly Spain, the United Kingdom, France and Italy). In Europe, 2019 was a year of strong growth for LNG due to increasing environmental concerns, supply safety, and economic opportunities for sellers given the current low level of LNG in Asia.

1.4.1.1 The LNG market

Overview and trends in natural gas

According to BP (Central Scenario - Evolving Transition), natural gas consumption is, and is expected to remain, the fastest growing of fossil fuels, with global consumption set to increase at an estimated average annual rate of 1.7% from 2017 to 2040 versus 0.3% for oil and a drop of 0.1% a year for coal (1). The share of gas in the global energy mix should thus rise from 23% in 2017 to 26% in 2040, with production going from 3,150 Mtoe to 4,600 Mtoe. It is interesting to note that gas consumption and its share of the energy mix increase in all BP scenarios ("Evolving Transition", "More Energy", "Less Globalisation" and "Rapid Transition"). Gas is currently the third contributor to world energy

BP Energy Outlook, Q1 2019

30 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

needs and should overtake coal around 2025 and hold second place behind oil, whose share is tending to decline.

Change in the global energy mix according to BP (Evolving Transition Scenario)

35%
30%
25%
20%
15%
10%
5%
0%
2015	2020	2025	2030	2035	2040
	Oil		Nuclear
	Coal		Hydro
	Gas		Renewables

The high growth of natural gas consumption relative to other fossil fuels is driven by a number of factors:

abundant reserves, driven by the boom in unconventional gas;
competitive prices: natural gas is also an attractive fuel for new power generation plants due to its higher average thermal efﬁciency compared with coal;
a reduced carbon footprint and lower emissions of gaseous and particulate pollutants compared to other fossil fuels (coal and oil). This makes it an attractive source of fuel in countries where

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governments are implementing policies to reduce emissions of greenhouse gases and air pollution;

progressive phasing-out of nuclear power: many countries, such as Germany, Switzerland, Belgium and Italy have accelerated the phasing-out of nuclear power since the Fukushima disaster, or have attempted to reduce the share of nuclear power in their domestic energy mix.

According to BP, gas exports in LNG form will exceed exports by pipeline by the end of the 2020s.

LNG supply

The LNG supply includes existing liquefaction projects, with growth driven by new liquefaction projects commencing operations as well as the expansion of existing installations. Between 2009 and 2019, the global LNG supply grew by around 7.3% per year on average, increasing from 180 to 365 Mtpa. In 2019, LNG production increased sharply - by nearly 40 Mtpa - due to the commissioning and ramp-up of numerous liquefaction units, mainly in the USA.

Moreover, 2019 was a record year in terms of decisions to invest in new production capacities, involving 70 Mtpa.

LNG supply growth forecasts conﬁrm this trend with an expected average annual growth of 150 Mtpa by 2030, according to BP.

Global LNG supply scenario according to BP (in Mtpa)

700
600
500
400
300
200
100
0
O North America	O Russia
O Other	O Australia
O Africa	O Middle East

Source: BP Energy Outlook 2019

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

LNG demand

In line with LNG supply, there was a sharp rise in demand between 2009 and 2019, with an average annual growth rate of 7.3%, from 180 to 365 Mtpa.

Most of the future consumption increase will come from Asia, particularly from China, which became the world's second largest LNG importer in 2017, behind Japan, but overtaking South Korea, and it is expected to become the leading importer in the upcoming years.

Global LNG demand scenario, according to BP (in Mtpa)

700
600
500
400
300
200
100
0

O Asia O Europe O Other
Source: BP Energy Outlook 2019	WorldReginfo - 3403613e-d702-421e-a919-3e148e1c9d58


GTT - UNIVERSAL REGISTRATION DOCUMENT 2019	31

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

LNG transport and ﬂows

LNG trade routes in 2019 are illustrated in the map below.

Map of LNG ﬂows

	107	11	25
	UK

			16	20
United States	37		France
of America
		1.2		78	78

Qatar2.2

54			1.8

30
Russia		104
						84
		61		45
		40		79	68

						70
		China	Korea

23	38					Japan
					23
India	0.6		17
	Taiwan

		27	31		0.9
		Malaysia
			Australia	79	85
				71

Main LNG producers	LNG supply (Mtpa) in 2019 and 2029
Main LNG consumers	LNG demand (Mtpa) in 2019 and 2029

Number of LNG carriers		Signiﬁcant current LNG ﬂows	Signiﬁcant future LNG ﬂows
needed per Mtpa

Sources: Wood Mackenzie Q4 2019 - the data on supply only covers existing projects and those under construction at 15 February 2020/GTT.

The strong forecast growth in both LNG production and consumption creates a structural need for increased LNG maritime transportation capacities.

The demand for vessels is driven by "utility" importers with ﬁxed- route contracts, and by "portfolio" players who manage numerous supply and delivery contracts.

New liquefaction projects also use dedicated vessels which are ordered in advance of liquefaction installation start-up. The number of vessels required for the project will depend upon the expected supply from the project and the likely targeted export area for the LNG (i.e. the maritime transportation distance and time required to transport the LNG).

Furthermore, various technological advances (engine, boil off, payload capacity of the vessels) have created a new demand for vessels to replace ageing, less efﬁcient vessels in terms of energy and cost.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

Transport of LNG

bcm-miles
4,000																				O	Other
																				Americas
																				O
3,500																					Atlantic
																			O	Middle East

3,000																					Atlantic
																			O	Africa

2,500																					Atlantic
																			O	Russia

2,000																					Paciﬁc
																			O	Americas

1,500																					Paciﬁc
																			O	Middle East

1,000																					Paciﬁc
																			O	Asia

500																					Paciﬁc
																			O	Africa
																					Paciﬁc
0
2015	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035

Source: Wood Mackenzie, August 2019

In addition to the underlying growth of LNG, other factors should increase the need for transport capacity. Medium-term forecast growth of LNG exports from the USA to Asia is a signiﬁcant driver of increased shipping activity. An increase in these exports will naturally lead to increased distances and transport times. Therefore, an increased number of LNG carriers will be needed for these new liquefaction projects.

Furthermore, trade routes are becoming more numerous and complex within LNG shipping, particularly with the development of inter-region trade. LNG contracts now also often include diversion clauses, which provide ﬂ exibility over the end destination of the LNG, but are also liable to increase LNG distances and shipping times, and consequently, the number of vessels required for LNG shipping.

Operational costs remain a key driver within LNG shipping, and ship-owners are seeking to overhaul their fleets by investing in

highly efﬁcient vessels. Vessels which offer a low boil-off rate have more competitive operating costs. New international regulations and technological advances have also impacted LNG carrier design and construction, with recent developments including improved ballast water management and propulsion system efﬁciency.

The most modern vessels have a strong economic advantage over older vessels, thanks to their more efﬁ cient engines - their fuel consumption has been almost halved in comparison with that of vessels from the beginning of the 2000s - thanks to a better boil-off rate, particularly following technological improvements by GTT and, lastly, because of a greater payload capacity. Accordingly, several vessels in service could be replaced by more modern new-build vessels in order to improve economic performance, as was the case in 2018 for seven vessels operated by Shell for the North West Shelf project in Australia, which led to additional growth opportunities for GTT.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

Principal players in LNG

The prescription of containment technologies takes place as follows:

the classiﬁcation societies validate the reliability and robustness of the Group's containment technologies, which can then offer them to the shipyards, the direct customers of the Group;
the gas companies, which purchase the gas from the liquefaction terminals, decide to charter an existing or new LNG carrier;

Oil & Gas Companies

End clients and prescribers

provides services

Classification

Societies

Regulatory oversight of the industry

receives new technology certification and approval

the ship-owner of the future LNG carrier issues a call for tender to the shipyards, usually with a precise technical speciﬁcation for the type of technologies under consideration, and taking account any recommendations by the gas company;
the shipyards then provide proposals including the technologies appearing on the ship-owner's technical speciﬁcation. The ship- owner chooses the most attractive offer.

Ship-owners

End clients and prescribers

provides services and maintenance

Shipyards

Direct clients

licences its membrane technology and receives royalties provides engineering studies, on-site technical and maintenance assistance

(A) SHIPYARDS

As at December 31, 2019, South Korean shipyards, chieﬂy Samsung Heavy Industries, Daewoo Shipbuilding & Marine Engineering and Hyundai Heavy Industries had two thirds of the existing ﬂ eet of LNG carriers (1).

As at December 31, 2019, Japanese shipyards (such as KHI, Ambari/ Koyo, MHI, and MES) had built around 20% of the existing LNG carrier ﬂeet, after seeing their orders decline heavily due to their lack of competitiveness (cost of the containment technology used, high labour costs, strong currency and limited capacity).

Source: Clarksons.

34 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

China is continuing to develop its LNG carrier construction activity. Incentive policies have been introduced to promote LNG carrier construction in China, in order to import LNG into the country. Currently, only one shipyard, Hudong Zhonghu, has secured orders, but a number of others have ambitions in the Chinese LNG sector.

(B) SHIP-OWNERS

The LNG carrier ﬂeet is mainly controlled by independent owners (ship-owners) and governments. Independent owners typically have long-term charter contracts with public utilities companies or related to LNG production projects.

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Breakdown of orders by shipowner nationality as at December 31, 2019 (1) (%)

11%

Other

Chinese

Korean

48%

Greek

10%

Japanese

16%

Norwegian

Over the last 15 years, over 65 shipowners have ordered vessels equipped with GTT technology.

With respect to the construction of LNG carriers, gas production companies have the most significant influence in prescription, together with buyers of gas, to the extent that they have an ongoing need to transport the LNG continuously produced by liquefaction plants. They rely on ship-owners that commission large LNG carriers using highly reliable technologies enabling them to reduce the risk of disruption to their gas production and the risk of reputational damage from an LNG transportation accident.

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

As a result, the gas companies often carry out referencing of the various technologies used in LNG carrier construction, a process by which they select technologies which they believe to be effective and reliable. This process enables ship-owners using approved technology to do business with gas companies.

(D) CLASSIFICATION SOCIETIES

Classiﬁ cation societies are nongovernmental organisations that form an integral part of the shipping industry, and are often referred to as "Class". They play two roles:

they establish safety rules for vessels and make sure that they are implemented through periodic visits and inspections on behalf of ship-owners during the construction and then during the servicing of the vessel;
they may also be mandated with a public service mission by the government of the registration country to issue certiﬁcates of compliance with rules for vessels, that they have sometimes established themselves.

In the course of performing their duties, each classification society establishes and maintains standards for the construction and classiﬁ cation of vessels, conﬁ rms that construction designs and calculations meet these rules, checks the quality of a vessel's key components on shipyards' sites (in particular steel, engines and generators) and takes part in trials at sea before issuing a classification certificate, which is required by the insurers. Classiﬁcation societies also periodically inspect vessels in service to ensure that they continue to comply with the rules and required codes.

Classiﬁcation societies are grouped in the International Association of Classiﬁcation Societies (IACS) which comprises 12 members. life of vessels.

Members of the International Association of Classiﬁcation Societies

American Bureau of Shipping	Croatian Register of Shipping
Korean Register of Shipping	Polish Register of Shipping
Bureau Veritas	DNV-GL
Lloyd's Register	RINA
China Classiﬁcation Society	Russian Maritime Register of Shipping
Nippon Kaiju Kyodai (ClassNK)	Indian Register of Shipping

Among these classiﬁcation societies, the Group uses the services of the American Bureau of Shipping, Bureau Veritas, Lloyd's Register and DNV-GL, which have a particularly strong reputation in the LNG carrier ﬁeld.

This breakdown does not take into account the orders for GTT's ﬁ tting of LNG fuel tanks presented in section 2.3.1 - Vessels fuelled by LNG".

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THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

1.4.1.2 LNG carriers

GTT is a key player in the market for LNG carrier containment systems.

The 113 LNG carriers on order as at December 31, 2019 will be built with GTT systems, broken down as follows (1):

30%

NO 96 GW

	66%
5%	Mark III Flex

NO 96 +

12%

Mark III Flex+

Historical trend and order books

The ﬁrst LNG carriers were built and delivered in the early 1960s. After relatively sluggish growth in LNG carrier construction during the 1960s and 1970s (average of just two orders per year) and a modest number of orders in the 1980s, the pace of construction sped up during the 1990s (ﬁve orders per year on average).

Throughout the 2000s, orders increased signiﬁcantly (an average of 23 orders per year) on the back of strong growth in global demand for natural gas and LNG. However, the number of orders declined between 2008 and 2010, due to the ﬁnancial crisis and the temporary decline in exports linked to shale gas production in the USA, before picking up again in mid-2011.

GTT LNG carrier orders from 2012 to 2019 (in units)

	57
	48
36	36
	31
20
	12
	5

Source: Company.

36 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

Between 2012 and 2019, out of the 279 LNG carriers ordered worldwide, 245 use or will use GTT containment systems.

At December 31, 2019, 521 LNG carriers of over 50,000 m3 were in operation. Out of these, 384 were equipped with GTT technology.

On average, it takes two to three years from the time an order is placed to deliver the LNG carrier, which accounts for the difference in any given year between the number of orders and the number of LNG carriers delivered. It should be noted that the orders issued to GTT have very rarely been the subject of cancellation (see section 2.2.2.2 - Economic environment of this Universal Registration Document).

All orders for LNG carriers larger than 50,000 m3 made since the end of 2015 have used GTT technology.

GTT's technologies faced with competing LNG carrier technologies

The Group faces competition in LNG carriers from certain rival technologies, already developed or under development.

MOSS MARITIME TECHNOLOGY

Based in Oslo (Norway), Moss Maritime is a subsidiary of the Eni- Saipem group. Moss Maritime developed its technology in the late 1960s and patented an LNG containment system in 1971 using spherical tanks supported by a single cylinder. The technology is a type B independent containment system (based on the IMO's international classiﬁcation) consisting of externally insulated welded aluminium spheres.

The ﬁ rst vessels using this technology were built by Norwegian shipyards in 1969 and 1973. Although Moss Maritime was a major player in the 1980s and 1990s, its presence has diminished today. High labour costs and the strong yen have severely reduced the competitiveness of Japanese shipyards in all vessel types. Historically, Japanese shipyards were the main users of the Moss Maritime technology. Only one South Korean shipyard (Hyundai Heavy Industries) used this technology.

The Group believes that Moss Maritime technology has several drawbacks compared with its own membrane technology:

LNG carriers using Moss Maritime technology are more difﬁcult to navigate due to their higher centre of gravity;
LNG carriers using Moss Maritime technology are more costly to build as they need more steel and thick aluminium panels. According to the Group, the price of an LNG carrier with a capacity of 170,000 m3, built by a South Korean shipyard, is around 10% to 15% more expensive when it uses Moss technology rather than GTT technology;
LNG carriers using Moss Maritime Technology have more limited capacity due to their shape: the largest LNG carrier using Moss Maritime Technology currently in use has a capacity of 183,500 m3 (compared with 266,000 m3 for vessels equipped with GTT technology). In addition, vessels using Moss Maritime technology are also larger and heavier for the same LNG capacity. Consequently, vessels using Moss Maritime do not have the same degree of access to certain ports, which represents a major

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handicap for them when using the Panama Canal, and they incur higher port charges, Suez Canal fees and fuel costs;

the LNG spherical tank is heavy and this is detrimental to the vessel's energy efﬁciency.

SPB TECHNOLOGY

The SPB system (type B) was developed by Ishikawajima Harima Heavy Industries, a Japanese engineering and shipbuilding group, at the end of the 1970s. It was ﬁrst tested on LPG carriers, and then adapted to LNG carriers.

Each tank is subdivided into four spaces by a watertight longitudinal bulkhead and a perforated bulkhead. The aluminium tanks are insulated externally with polyurethane foam panels.

Two small LNG carriers of 87,500 m3 delivered in 1993 and four LNG carriers of 165,000 m3 delivered since 2018 are ﬁ tted with SPB's technology.

These four large carriers, ordered in 2014 from Japanese shipyard Japan Marine United (JMU), had construction problems associated with tank insulation, resulting in considerable delays and a signiﬁcant increase in the initially forecast costs. This setback could lead to this technology being abandoned for large LNG carriers.

The Group believes that SPB technology has several drawbacks compared with its own membrane technology:

less efficient use of space as an inspection space has to be provided all around the tanks;
higher costs due to the thickness of the tanks' aluminium walls and the difﬁculty in designing tank supports;
and little experience in implementing and operating this technology, which is a drawback for the gas companies inﬂuencing decisions in this market.

In addition, in 2010, Daewoo Shipbuilding & Marine Engineering developed ACT-IB (Aluminium Cargo Tank-Independent Type B System), which is also similar to SPB's technology. This system has obtained approval in principle from the classiﬁcation societies.

These systems are also available for LNG as fuel.

See also section 2.2.2.2.1 - Competitive environment in this Universal Registration Document.

KC-1 TECHNOLOGY

In South Korea, Kogas has been developing KC-1 technology since 2008. Initially designed as an onshore application (onshore tank) - two tanks are currently in use at the Incheon plant in South Korea - this technology was redirected toward marine structures (ship tanks).

Since March 2014, Kogas has developed its technology to meet the needs of marine structures. The technology has been approved (GASA - General Approval for Ship Application) by various classiﬁcation societies.

In January 2015, Kogas announced that it had ordered two 170,000 m3 vessels equipped with KC-1technology(1) from Samsung Heavy Industries. These two vessels were delivered during Q1 2018 with several months' delay.

Source: Company.

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

Nearly two years after their delivery, because of problems encountered with the containment system during operation, these two vessels are currently being repaired in the Samsung Heavy Industries shipyard. The ﬁrst vessel has only transported two cargos and the other none at all.

The Group considers, on the basis of published information that its technologies offer major advantages over KC-1. Speciﬁcally, KC-1 shows a BOR of 0.12%, which has an impact on the operating costs of the ship. On the basis of the publicly available information about KC-1 technology, GTT estimates, using its own calculation methods that the BOR for this technology is 0.16%.

The Group believes that the containment system promoted by Kogas has little chance of convincing the main gas companies and ship-owners, which are the key parties inﬂuencing the choice of containment technologies. The latter would, without a doubt, have reservations about using a conﬁ nement system that is not supported by independent technical expertise or proven over several years, unlike the ones provided by the Group. Furthermore, since the cost of GTT technology for the containment system is minimal compared with the overall cost of building a vessel (around 4% of the total price of a 160,000 m3 LNG carrier), the saving derived from using a less expensive technology, such as the KC-1 technology, compared to the Group's technology can be counterbalanced by the risks mentioned above.

See also section 2.2.2.2.1 - Competitive environment in this Universal Registration Document.

OTHER COMPETING TECHNOLOGIES

As at the date of this Universal Registration Document, other LNG containment technologies have been developed, such as the membrane containment technologies of Samsung Heavy Industries (KC-S), Hyundai Heavy Industries (HiMEX) and of Daewoo Shipbuilding & Marine Engineering (SOLIDUS) but none of them has secured any orders as far as the Group is aware.

Lastly, the Group also has to contend with competition from new technologies that are regularly marketed by maritime engineering companies, shipyards and independent businesses (the LNT

A-Boxsystem, the General Dynamics system, or the FSP LNG system, a partnership between the Breamar LNG engineering company and the General Dynamics-NASSCO shipyard). The Group believes that these systems, generally based on type A or B self-supporting technologies, have drawbacks, including a lower LNG transport capacity and a higher cost owing to the large amount of metal required for their construction. Irrespective of the interest they have attracted, these new technologies do not represent a viable alternative in the Company's opinion.

Risks related to competing technologies are presented in section 2.2.2.2.1 - Competitive environment in this Universal Registration Document.

Long-term outlook

The Group estimates that it should receive between 285 and 315 orders for LNG carriers between 2020 and 2029, associated with forecasts of strong demand growth and a growing ﬂ eet renewal activity.

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THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

1.4.1.3 FSRUs and regasiﬁcation vessels

FSRUs are stationary vessels able to receive, store and regasify LNG from LNG carriers. They send the regasiﬁ ed natural gas to land through gas pipelines. Regasiﬁcation vessels (FRU) have the same regasiﬁ cation function but they directly distribute the gas in the network rather than storing it.

Compared with onshore reception terminals, the advantages of a FSRU are lower costs, shorter construction times and a smaller environmental footprint.

Historical trend and order books

The development of FSRUs has emerged only recently, with the ﬁrst unit entering service in 2005; 33 FSRUs are currently in operation. The six FSRUs on order as at December 31, 2019 are all new units to be equipped with GTT technology.

GTT did not receive any new FSRU orders in 2019, mainly because of the large number of FSRUs ordered in 2017, and the increase in conversions of former LNG carriers.

GTT FSRU orders from 2012 to 2019

(in units)

			8
3	3	3
			2
	1
		0	0

Growth in FSRUs is driven by strong demand for LNG, greater acceptability levels among local populations, shorter construction times and ﬂexibility:

FSRUs take less time to build than onshore regasification terminals;
FSRUs can be used as an alternative to onshore storage terminals and onshore regasiﬁcation terminals;
due to their offshore location, FSRUs are less likely to meet resistance from local communities than their onshore counterparts, making it easier to obtain the requisite permits;
FSRUs can be used on a seasonal basis. They can be chartered during peak demand periods and for a speciﬁ c location, then used as trading vessels or at another terminal location for the rest of the year;
FSRUs can be used as interim solutions in order to delay the need for onshore investment. Numerous players are interested

38 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

in regasiﬁcation units. Seven of the fourteen new importers of LNG since 2013 used FSRU: Egypt, Jordan, Pakistan, Bangladesh, Lithuania, Israel and Colombia. Other countries, such as Panama, are deciding to use this technology as a rapid start-up solution pending the completion of an onshore installation.

GTT's FSRU technologies faced with competing technologies

The Group believes that GTT's membrane technology has a strong advantage when used in the construction of FSRUs, as it is less expensive than either SPB or Moss Maritime technology.

Long-term outlook

GTT Technologies were used in all FSRUs newly built with a large capacity.

GTT expects 10 to 20 FSRU orders over the 2020-2029 period. Enabling a more flexible installation and at a controlled price, FSRUs respond to the needs of emerging markets, islands and seasonal needs. However, the Group deems that, in the short term, the FSRU market could consist of conversions of former LNG carriers, rather than new constructions.

1.4.1.4 FLNG

FLNGs are floating units that liquefy gas and store it until it is loaded into an LNG carrier.

Demand for FLNGs is driven by the need to monetise "remote" offshore gas reserves or monetise smaller gas ﬁelds. FLNGS can be used to tap into deep water oil and gas resources that would not be cost-effective with classic seabed pipelines.

Historical trend and order books

At end-2019, three FLNGs were in operation: two new units equipped with the GTT technology, and one unit stemming from the conversion of a Moss vessel (Cameroon FLNG).

In 2016, one FLNG with a storage capacity of 177,000 m3 and a liquefaction capacity of 1.2 Mtpa equipped with a GTT NO96 system built by Daewoo Shipbuilding & Marine Engineering was delivered to Petronas.

During 2017, the "Prelude" FLNG, equipped with a GTT Mark III system and built by Samsung Heavy Industries, was delivered to Shell for its activities in the Prelude ﬁeld in Australia. The "Prelude" FLNG is a double-hulled steel barge, 480 metres long and with a breadth of 80 metres, equipped with ten LNG/LPG membrane storage tanks with a total LNG/LPG storage capacity of 326,000 m3 and 3.6 Mtpa liquefaction capacity. Shell's choice of GTT's containment system for the "Prelude" project reﬂects its satisfaction with membrane containment technology and preference for this system over others less sea-proven or less cost-effective.

Two other FLNG orders are ongoing, both equipped with the GTT Mark III containment system and built by Samsung Heavy Industries.

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Petronas' FLNG 2 was ordered in 2014 for an expected delivery in 2020 (two-year postponement requested by Petronas compared to the initial date). The FLNG will include eight tanks for a total storage volume of 177,000 m3 and a liquefaction capacity of 1.5 Mtpa.

ENI's Coral FLNG was ordered in 2017 to operate off the Mozambique coast. This 3.4 Mtpa capacity project with 238,700 m3 in storage volume should be delivered at the end of 2021.

A former Moss LNG carrier is also being converted for the Tortue FLNG project in Senegal/Mauritania

GTT's FLNG technologies

The Group believes that GTT's membrane technologies offer signiﬁcant competitive advantages compared with Moss Maritime technologies due to the large ﬂat deck that can accommodate the liquefaction unit and other related equipment.

THE GROUP AND ITS ACTIVITIES

The liqueﬁed gas sector

According to the Group, the technologies competing with GTT are not necessarily well suited to ﬂoating platforms.

The Moss Maritime containment system leaves no room on the platform and therefore makes it hard to install the liquefaction equipment.

Long-term outlook

All FLNGs currently under construction (1) use GTT technologies.

GTT expects up to ﬁve FLNG orders over the 2020-2029 period. The choice of FLNGs is an alternative to onshore facilities, notably in cases where the volume to be produced is smaller, the costs of the installation must be managed, or it is advisable to limit the political risks associated with obtaining the required authorisations.

1.4.2 MULTI-GAS VESSELS

Multi-gas vessels are designed to transport various types of gas, depending on their liquefaction temperature and their density. The two most used types of vessels are ethane and LPG carriers. These vessels can transport other gases in a liquid state, of which the characteristics - liquefaction temperature and density - resemble ethane or LPG, such as in particular ethylene and propylene.

1.4.2.1 Multi-gas ethane carriers

Multi-gas ethane carriers are vessels designed to transport liquid ethane at around -92°C. Furthermore, this characteristic enables them to transport other gases (e.g. propane, butane, propylene and ethylene), whose liquefaction temperature is close to or greater than that of ethane and of which the density is similar. As for LNG carriers with natural gas, ethane carriers are an economically relevant alternative to transport by pipeline; they allow supply and demand for ethane to be met in a more ﬂexible manner.

Historical trend and order books

In September 2019, GTT's membrane technology was selected for the design of six Very Large Ethane Carriers (VLEC) built by the Korean Hyundai Heavy Industries (HHI) and Samsung Heavy Industries (SHI) shipyards on behalf of the Chinese company Zhejiang Satellite Petrochemical. GTT's Mark III membrane containment system was selected for the design of the tanks. The design was optimised to signiﬁcantly increase the payload capacity within the limit of the standard dimensions of VLECs, thus providing a cargo capacity of over 98,000 m3 while limiting draught. These second generation VLECs will be the largest ever built in the world.

Designed for multi-gas use, i.e. to transport ethane as well as several types of gas such as propylene, LPG and ethylene, these six vessels will also be "LNG ready", offering the possibility of containing LNG in the future without the need to convert the ship's tanks.

Does not take conversions into account.

There are now 12 ethane carriers (in operation or on order) equipped with the GTT technology.

The ﬁrst multi-gas vessels were built in the '70s in Japan, primarily for the transport of ethylene, with a capacity of about 1,000 m3. This business expanded in the '80s, in terms of both ﬂeet and vessel size, reaching capacities greater than 10,000 m3 and up to more than 20,000 m3 in the 2000s. At the end of 2019, according to Clarksons Research, the ﬂeet of multi-gas carriers stood at 174 vessels, with a further 15 vessels on order.

This business is seeing a significant increase in the capacity of the vessels, with the delivery in 2016 and 2017 of the largest ethane carriers in the world (6 ships of 87,500 m3) for the Indian petrochemicals group Reliance. These six vessels, built by the South Korean shipyard Samsung Heavy Industries, are equipped with GTT membrane containment systems, which represents the ﬁrst order for the Group in this ﬁeld. These "multi-gas" vessels, equipped with the Mark III technology are designed to transport ethane, as well as several other types of gas in liquid form.

GTT's ethane carrier technologies faced with competing technologies

Historically, type B and type C technologies were dominant on multi-gas vessels.

As in other maritime segments in which the Group is positioned (LNG carriers, offshore, etc.), the GTT membrane has the advantage of optimising the cargo volume transported for vessels of the same size. The fact that it matches the shape of the ship's hull allows it to take full advantage of the available space, while using the shell as a supporting structure, which reduces both the capital investment and the operating costs.

Nevertheless, the Group will have to face competition from type A, B and C technologies in this market segment. In 2019, the shipowner Paciﬁ c Gas thus ordered two ethane carriers of 98,000 m3 with Type B technology on behalf of the charterer Ineos.

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THE GROUP AND ITS ACTIVITIES

Onshore and seabed storage

Long-term outlook

The boom in the production of American shale gas is bringing large quantities of low-priced ethane onto the market, offering good prospects for the transport of ethane in liquid form, in particular to the Middle East and China.

The Group estimates that it should receive between 25 and 40 orders for LNG carriers between 2020 and 2029, associated with forecasts of strong growth in demand.

1.4.2.2 LPG

Liqueﬁed Petroleum Gases, known as LPG, are present in natural gas and oil ﬁelds. They result from the extraction of oil or gas (60% of global production), or from the refining of crude oil (40% of global production). In addition, LPG combustion does not produce particulate matter and signiﬁcantly limits NOx and CO2 emissions.

The LPG market

The LPG market is driven by the production of oil and natural gas as well as reﬁning activities and not by demand for PNG.

The Middle East is historically the primary LPG exporting region. The USA is a growing exporter, given the development of shale gas.

On the demand side, Asia Paciﬁc should maintain its top consumer position, with over 70 Mtpa in imports expected in 2025 (around 2/3 of global imports), with demand sustained by Chinese petrochemical companies and individual consumption in India.

Thus, the panorama of LPG trade over the coming years should see strong development in the North America - Asia-Paciﬁc route (18% of trade by 2025 compared with 12% today), increasing the average

distance of maritime routes and consequently leading to growing demand for large capacity vessels.

GTT's LPG carrier technologies faced with competing technologies

LPGs can be transported in three types of vessels (pressurised, semi-refrigerated and refrigerated), which depend primarily on the size of the vessel. Pressurised and semi-refrigerated vessels are mainly equipped with type C conﬁnement technology. Refrigerated vessels are primarily equipped with type A technology. Pressurised and semi-refrigerated vessels generally transport up to 12 different kinds of gases.

MGCs (Multigas Carriers) chieﬂy transport LPG and ammonia and VLGCs (Very Large Gas Carriers) carry LPG only. In addition, larger capacity vessels are often used on the longest routes.

Mark technologies are adapted to LPG transportation and storage. Various LNG vessels, including the Descartes and the Ben Franklin, transported LPG in the past. Currently, four out of the 10 Prelude FLNG tanks for Shell are designed to store LPG. However, these Mark and NO technologies are optimised for LNG, and not for LPG. The Group has, therefore, decided to develop a new GTT MARSTM technology to speciﬁ cally meet this market's needs. It is intended for the transport of all liqueﬁed gases whose boiling point is greater than -55°C and whose density is less than 700 kg/m3, at atmospheric pressure. It is intended to reduce construction costs for the shipyards and operating costs for ship-owners while maintaining the same level of performance and the same reliability as Mark III and NO96 technologies.

However, in promoting this technology, the Group must deal with a strong level of conservatism by operators.

1.5 ONSHORE AND SEABED STORAGE

Onshore storage tanks are installed next to LNG loading and unloading terminals in order to transport, regasify and distribute the LNG. The installed tanks have a volume of approximately 150,000 m3 (larger capacities are available, particularly with membrane type tanks) and there are usually several tanks per terminal.

Tanks are designed to withstand cryogenic temperatures, maintain the liquid at a low temperature and minimise evaporation.

GTT's current commercial strategy is to license the onshore storage technology to EPC contractors enabling project sponsors to beneﬁt from competition and lower project costs. GTT aims to strengthen

its operations in onshore storage signiﬁ cantly over the next ten years. As at the date of this Universal Registration Document, GTT has 19 licensees.

GTT has also developed an LNG storage solution known as GBS (Gravity Based Structure). In 2019, it received its ﬁrst order of 3 GBSs for the Russian liquefaction project Arctic LNG-2.

The storage station consists of a concrete or steel chamber and a membrane containment tank designed by GTT. It sits on the seabed and can be installed in a port or isolated area and requires no additional infrastructure. This reduces installation costs while limiting the environmental impact.

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GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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THE GROUP AND ITS ACTIVITIES

Onshore and seabed storage

1.5.1 HISTORICAL TREND AND ORDER BOOKS

Technigaz developed a technology for onshore gas storage in the late 1960s, which was used for 33 tanks between 1970 and 2006 (29 for LNG storage, 2 for ethylene storage and 2 for LPG storage).

Since 2006, GTT has won 2 orders for onshore storage tanks in 2009 and 2012 from Energy World Corporation, in Indonesia and the Philippines. GTT was rewarded in 2014 by an order from CERN for a small storage tank of 17 m3 intended for liquid argon (-187°C), followed by two orders for 600 m3 for the same purpose in 2016, then a further order in 2018 for a 12,500 m3 tank.

The 38 onshore storage tanks built or on order employing the GSTTM technology developed by Technigaz then GTT are mainly located in Asia (Japan, Taiwan and South Korea), France, Switzerland and the United States. Three of the largest LNG onshore storage tanks in service around the world are equipped with GTT's membrane technology. These are three 200,000 m3 in-ground tanks in Japan belonging to Tokyo Gas, the ﬁrst of which was delivered in 1996.

In 2019, GTT signed a contract with SAREN BV (a joint venture between Renaissance Heavy Industries Russia and Saipem operating in Russian territory on behalf of its subsidiary in Murmansk) for the design and construction of three GBS terminals (Gravity Based Structures) dedicated to the Arctic LNG 2 project, for Russian LNG producer PAO NOVATEK. The contract concerns the design, construction studies and technical assistance for the membrane containment systems of the LNG and ethane tanks which will be installed inside the three GBS terminals.

The GBS terminals, which will lie on the seabed, will consist of concrete caissons with membrane containment tanks using GTT's GSTTM technology. The units will be built in a dry dock at Novatek- Murmansk LLC. They will then be towed and installed in their ﬁnal location in the Gydan peninsula in Russian Arctic.

The Group wants to increase its presence in the segment of onshore storage tanks and GBSs over the next ten years.

Demand for LNG storage should continue to increase, supported by the following sector drivers:

the need for additional storage capacity in connection with the development of new regasiﬁcation and liquefaction projects;
the increase in the average size of LNG carriers requires larger storage tanks and the construction of new onshore storage capacity;
growth in trading volumes is supporting the construction of numerous projects with lower utilisation rates to take advantage of sector opportunities;
the liberalisation of certain energy markets is encouraging new players to invest in their own infrastructure;
the emergence of bunkering and the retail distribution of LNG, which may also justify the construction of new onshore storage facilities to offer re-export services;
substantial demand for peak-shaving facilities, especially in China and India, where consumption is growing very rapidly;
the growth of LNG imports on islands where GBSs are particularly suited because of their low impact.

1.5.2 GTT'S ONSHORE STORAGE TECHNOLOGIES FACED WITH COMPETING TECHNOLOGIES

Where membrane containment tanks are concerned, GTT has three main competitors: Ishikawajima Harima Heavy Industries and Kawasaki Heavy Industries, which developed their technologies in the 1970s, and Kogas, which developed its technology in the 2000s.

There are currently different types of onshore storage tanks, with the most common types being full integrity containment with thick sheet metal and full integrity membrane containment (GTT and others).

Although GTT has unparalleled experience in maritime LNG containment systems, it has been involved in less than 10% of installed onshore storage tanks.

The change in regulations since 2006 which now classiﬁes above- ground membrane tanks as full integrity (against single integrity previously), thus avoiding the requirement for a retention basin, has made membrane technology more attractive for this type of above-ground storage.

Source: Company.

GTT is confident that it can strengthen its presence given its extensive know-how, the major competitive cost advantage of its onshore storage technology and its revamped marketing efforts since 2009.

Overall, GTT's membrane tanks lead to cost savings of 10% to 35% of total storage costs compared to full integrity systems (1).

GTT's membrane tanks comply with the European EN 14620 standard. In 2015, the membrane technology was included in the Canadian CSA Z276 standard and, since December 28, 2015, the US NFPA standard accepted membrane technology. This American standard is applied and considered to be the reference standard in many regions, such as North America, Latin America, Asia-Paciﬁc, the Middle East and Africa. This success will facilitate GTT's marketing actions and enable it to access new markets.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

1.5.3 LONG-TERM OUTLOOK

Over the 2020-2029 period, GTT expects between 15 and 20 orders for large storage tanks, principally driven by the expected growth of GBS.

1.6 DEVELOPMENT OF NEW ACTIVITIES BY THE GROUP

The Group is devoting special attention to adapting its membrane	development of LNG as fuel storage solutions and related systems
technology to LNG as fuel for the propulsion of vessels	for these merchant vessels, to replace conventional fuel oils.
("bunkering") and the development of small- and medium-sized	The logistics chain comprises onshore storage tanks (bunkering
maritime and river carriers.
redistribution terminals located in or close to ports), which are
Bunkering involves developing storage solutions for the entire
supplied by small LNG carriers from existing terminals and
logistics chain supplying LNG to merchant vessels other than LNG	bunkering vessels, used in some cases to supply merchant vessels.
carriers (which mostly use LNG as fuel). Bunkering allows for the	Small LNG carriers can also be used to supply merchant vessels.

1.6.1 VESSELS FUELLED BY LNG

Of the LNG sector segments to which GTT has devoted particular attention in its research program, "bunkering" has significant potential due to a legal and regulatory environment conducive to its development as well as to the attractive cost of LNG compared with the sulphur-free fuels currently used by vessels. The intensiﬁcation and globalisation of marine environmental regulations, including the limitation of sulphur emissions to 0.5% since January 1, 2020, will signiﬁcantly stimulate the development of the market for LNG as shipping fuel.

Competitive environment

At the end of 2019, over 170 vessels fuelled by LNG (excluding LNG carriers) were in service and over 200 vessels had been ordered, which is less than 1% of the worldwide fleet but 5% of vessels ordered (1).

The ﬂ eet has increased at the rate of about thirty orders a year since 2013. Europe is in advance in this area, with 70% of the ﬂeet in service operated by European ship-owners. The market in North America is beneﬁting from the region's entry into the ECA in 2012 and Asia is also tending to see strong growth, due in particular to the riverboat market in China and the development of local regulations.

All of the vessels in service are equipped with type C tanks, for which average capacity is constantly increasing (around 1,000 m3 in 2015 compared to 200 m3 in 2005). They can reach almost 4,000 m3 on cruise ships, a market which is growing strongly.

The main suppliers of type C tanks for these vessels are Wartsila, TGE, Dalian LGM and Chart Industrie. Chart and Dalian LGM are positioned on small and medium capacities (a few hundred m3 on average). Wartsila and TGE offer the full range of volumes. TGE provides the largest capacity tanks (almost 1,000 m3 on average).

Regulations

In order to comply with the introduction of regulations to reduce sulphur dioxide emissions, vessels will be required to switch to propulsion methods that use low-sulphur fuels or process sulphur oxide (SOx) and nitrogen oxide (NOx) emissions.

From a cost point of view, LNG propulsion is one of the most competitive propulsion solutions, enabling compliance with the reduced emission levels resulting from the new regulations.

(a) New regulations encouraging the use of LNG

SOX

Vessel emissions of sulphur dioxide (SOx) are covered by regulations based on EU directives and agreements adopted by the International Maritime Organisation (IMO). Directive (EU) 2016/802 of the European Parliament and of the Board meeting of 11 May 2016 regulates the sulphur content of exhausts emissions produced by maritime transportation and has enacted certain rules adopted by the IMO into European Union law.

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Source DNV GL.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

As part of global efforts to reduce emissions, the IMO introduced measures in 2008 to reduce vessel emissions of SOx that will gradually enter into force around the world. The gradual entering into effect of these measures is summarised in the mapping below:

NORTH AMERICA

EUROPE

ASIA/CHINA

White Bay

Legend			Current SOx emissions control zones (≤0.1% SOx)



	SOx		SOx emissions control zones (≤0.5% SOx)


		Future SOx	emissions control zones - IMO


Main maritime routes			Global Sulphur Cap (≤0.5% SOx))
	NOx		Current NOx emissions control zones
		Future NOx	emissions control zones


Source : Sia Partners.
					Sulphur oxide limit
					(% mass/total mass)

Effective date					ECA *	Outside the ECA

2010				1.5%	4.5%
2010 (July)				1.0%
2012						3.5%
January 1st, 2015				0.1%
2020						0.5%

Emission Control Areas comprising the Baltic Sea, North Sea, English Channel, North American coasts and the coasts of certain Caribbean islands as at January 1st, 2014.

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At the end of 2016, the IMO conﬁrmed the implementation in 2020 of the Global Sulfur Cap which will limit sulphur emissions in the world's oceans to 0.5% (excluding ECA). This announcement was made two years ahead of the initial schedule to allow enough time for market players, in particular ship-owners, to comply with the rule. The industry believes that the decision will accelerate the adoption of new propulsion solutions, including LNG as fuel.

On a regional level, the European Union had already announced the implementation of a zone limiting sulphur to 0.5% along its coasts in 2020, and China a plan to limit the emissions of vessels in many ports and high-trafﬁc areas.

New ECA (0.1% sulphur) which were mentioned in the past (Norway, the Mediterranean, Japan, etc.) do not appear to be coming into effect.

In order to comply with the new measures, vessels have the option of using one of the following three solutions: (i) be equipped with smoke scrubbers, (ii) be converted to LNG propulsion or (iii) switch to a low-sulphur fuel, such as marine diesel oil, low-sulphur heavy fuel oil (LS-HFO for = 0.5%S zones only), or ultra-low sulphur heavy fuel oil (ULS-HFO, conforming to 0.1% S).

LNG propulsion has been used successfully on LNG carriers since 1964. Using LNG as fuel almost totally eliminates sulphur oxide emissions (SOx) compared to fuel oil propulsion. Using LNG is also expected to ensure compliance with the regulations regarding NOx and CO2 emissions and, in particular, with the Marpol international convention.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

NOX and CO2

The regulations applicable to certain new vessels in relation to NOx emissions are due to be tightened up in ECAs. The applicable rules (called "Tier" rules) on the limitation of NOx emissions, summarised in the table below, are set based on the engine speed of the vessel.

		Limitations to nitrogen oxide emissions (in g/kWh)
Applicable Tier Rules	Date	n (1) < 130	130 ≤ n < 2,000	n ≥2,000

Tier I	2000	17.0	45 x n -0.2	9.8
Tier II	2011	14.4	44 x n -0.23	7.7
Tier III	2016 (2)	3.4	9 x n -0.2	1.96

"n" corresponding to the engine speed of the vessels (revolutions per minute).
In ECAs (Tier II rules will remain applicable outside ECAs).

At the end of 2016, the IMO extended NOx controls from the "North America" ECA to the "Northern Europe - Baltic" ECA.

In 2011, the IMO adopted strict measures to reduce the emission of greenhouse gases from international maritime transportation. LNG combustion reduces CO2 emissions by approximately 20% compared with fuel oil combustion.

Regulations on particle emissions are likely to be extended to other areas, and LNG propulsion has the advantage of totally eliminating particle emissions by comparison with fuel oil.

The next stage involves the extension of nitrogen oxide emissions controls (Nox Tier III) to the North Sea and Baltic Sea in January 2021.

Moreover, in April 2018, the IMO announced a strategy to gradually reduce greenhouse gas emissions and, in particular:

to reduce CO2 emissions from all international maritime transport, by an average of 40% by 2030 compared with 2008;
to reduce the total volume of annual GHG emissions by at least 50% by 2050, compared with 2008.

(b) LNG and competing technologies

The Group believes that both smoke scrubbers and low-sulphur fuel oil (MDO/MGO and LS/ULS-HFO) have major drawbacks.

MDO/MGO and LS/ULS-HFO

These fuels meet regulatory requirements. However, their price remains high in comparison with alternatives and their availability is a major challenge. Moreover, no standard speciﬁcation has yet been laid down for LSHFO, thus limiting compatibility between the fuels of different producers.

In addition, a scrubber will be necessary in order to comply with the Tier III NOx limits.

Smoke scrubbers

Sulphur oxide smoke scrubbers make it possible to continue using heavy fuel oils (known as HFO or IFO) as a fuel. They have many disadvantages. They are expensive, consume energy which results in overconsumption by the vessel, take up vessel space, require maintenance as well as chemical injection and chemical waste disposal processes (acid sludge) and are considered to have a low level of reliability. There are two types of smoke scrubbers:

so-called"open loop" technologies use seawater to clean the smoke and discharge part of the atmospheric pollution into the sea; because of the environmental risk posed, several ports and countries have recently banned the use of open loop smoke scrubbers in their territorial waters, in particular China and two of the three major bunkering ports in the world, Singapore and Fujaïrah in the United Arab Emirates. These successive bans should limit the growth of these open loop smoke scrubbers;
"Closed loop" technologies use a chemical process to clean the smoke. They are more expensive and pose the problem of how to manage the waste water and sludge generated by smoke scrubbing.

However, the technology exists and the bunkering infrastructures for HFO are already in place. At the end of 2019, according to Clarksons Research, over 3,000 sulphur oxide smoke scrubbers had been installed and nearly 1,000 vessels were on order. The majority of these smoke scrubbers are for converting existing vessels and these orders are mainly for open loop systems.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

Summary

The regulatory compliance of the main fuels and propulsion solutions is summarised in the table below.

Heavy fuel oil

Low sulphur

Ultra low

Diesel oil/

Smoke

Pollutant

Level

sulphur heavy

LNG

heavy fuel oil

Diesel

scrubber

(HFO)

fuel oil

(LS-HFO)

(MGO/MDO)(2)

(+HFO)

(ULS-HFO)

3.5%

SOx

0.5%

0.1%

Tier I & II

NO (2)

Except with

Tier III

+EGR/SCR(3)

the MAN ME-GI

engine

1) Only DMA and DMB fuel categories

Compliant:

Yes

With

2) Depends primarily on the engine/turbine propulsion technology

conditions

3) EGR: Exhaust Gas Recirculation; SCR: Selective Catalytic Reduction

Source: Company.

Following the introduction of stricter limits worldwide on SOx emissions in January 2020, high prices have been recorded for LS-HFO, sometimes exceeding those of MGO, due to short supply. The cost effectiveness of its use for long journeys has greatly diminished compared to smoke scrubbers and LNG.

Historical trend and order books

In 2019, GTT received an order notiﬁcation from Chinese shipyard Hudong-Zhonghua Shipbuilding to design an LNG tank as part of the conversion of the MV SAJIR, a very large capacity container ship (15,000 EVP) for ship-owner Hapag Lloyd.

The project design is based on the use of an exoskeleton-type structure. The structure, which is pre-equipped with a Mark III cryogenic insulation system developed by GTT, will be installed and integrated in a container hold of the existing vessel.

By make use of the vessel's structure, this exoskeleton solution will reduce the weight of the tank and will speed up the vessel's conversion. The 6,500 m3 LNG tank will provide optimal space usage for the storage of fuel.

In 2019, GTT also won a contract with CMA CGM to install LNG tanks in 5 container vessels with tanks of 14,000 m3.

In 2018, GTT won an order to equip two LNG tanks for the Ponant expedition vessel, "Le Commandant Charcot", using the Mark III technology and with a volume of 4,500 m3. GTT will be responsible for building the tanks under this contract.

2017 was marked by GTT's first order for LNG-fuelled vessels equipped with a membrane. It is for 9 CMA CGM container

vessels equipped with 18,600 m3 tanks. These vessels will have a total consumption of 0.3 Mtpa. This historical order from a leading player marks the beginning of use of LNG as marine fuel over long distances on the high seas.

Moreover, the development of the marine fuel's use has a favourable impact on GTT's business: It is a business on its own, it increases activity for LNG carriers transporting LNG to vessel loading locations, and it develops the use of bunker vessels (for which GTT won its ﬁrst order at the beginning of 2018).

Outlook

The LNG as fuel solution, subject to past and present considerable rapid expansion in the North European countries, is now seriously considered by major industrial countries such as the USA and China. LNG as fuel for short sea and deep-sea transport is from now on a considered economical solution for the coming years.

The adoption of LNG as shipping fuel is subject to numerous factors: the ﬁnancial feasibility of construction, the price of LNG relative to traditional marine fuels, the timing of the implementation of regulations, the credibility of control methods and associated sanctions, the development of a wider LNG supply chain and bunkering network at major ports, and the relative effectiveness of alternative solutions in meeting environmental regulations.

The Group believes that the economic and environmental beneﬁts of LNG coupled with those of membrane technologies, including optimum use of vessel volumes, will pave the way for the sector to embrace its technologies rapidly. The Group will thus be in a position to satisfy a higher number of tank design requests for different vessel types.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

New builds

According to estimates by Poten & Partners in November 2018, cumulative orders for vessels powered by LNG (bulk carriers, tankers, container ships, i.e. over 80% of global tonnage) between 2019 and 2028 will amount to almost 1,750 in their base-case scenario and more than 2,350 in their high-case scenario.

Conversions and "LNG ready" vessels

According to a Clarksons Research estimate, around 45% of the merchant ﬂ eet of over 2,000 GT spends part of its time at sea in active ECA. The level of exposure varies greatly depending on ship type. For example, the bulk carrier fleet spends relatively small amounts of its time in ECA, while vessels in sectors such as multipurpose vessels, "Ro-Ro", cruise ships, ferries and offshore support vessels have a relatively higher level of exposure to ECA. Given the current location of ECAs, another important that trade principally in the Atlantic basin are likely to have a higher level of exposure to ECAs than those that operate in the Middle East and the Asia-Paciﬁc.

According to the Group, while there has been increasing interest in converting vessels to use LNG as fuel for power, there has been relatively limited conversion activity to date. According to DNV- GL, at the end of 2019, twelve vessels of over 100 GT had been converted and eleven were awaiting conversion.

Ship-owners interested in the LNG solution but with no immediate intention of investing are taking an interest in the construction of vessels qualiﬁed as "LNG Ready", which will use traditional marine fuels on delivery but which are designed to be easily converted to LNG if necessary. According to Clarksons, at the end of December 2019, there were 161 "LNG Ready" vessels in service and 82 on order.

GTT offer

Accordingly, GTT is developing various innovations to adapt its membrane containment technology for use in bunker tanks within merchant vessels. The following charts provide some examples of membrane tanks being installed to store LNG as fuel for this type of propulsion system.

1. Example of an LNG tank integrated on a merchant vessel (typically a bulk carrier or oil tanker or a reﬁned/ chemical products carrier). Volume varying between 2,000 and 5,000 m3

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

2. Example of a large coastal container ship converted through "jumboisation" and insertion of a vessel section containing the LNG fuel tank and the gas preparation unit. Tank volume typically of between 2,000 and 7,000 m3

GTT believes that, starting at a certain volume, GTT's membrane technology offers superior efﬁ ciency, reliability and cost savings compared with competing technologies.

In particular, the Group believes that GTT's membrane containment tanks can also ﬁt into unused parts of the ship and optimise cargo volumes with a low level of reduction in the vessel capacity unlike

type C tanks which, given their long cylindrical shape, are generally not as efﬁcient in their use of space as membrane tanks.

To comply with the new sulphur emission regulations, ship-owners can choose between refitting the propulsion system of their existing vessels and purchasing a new-build vessel. GTT is looking to position itself in these two segments, both conversions and new builds.

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THE GROUP AND ITS ACTIVITIES

Development of new activities by the Group

1.6.2 SMALL LNG CARRIERS AND LNG VESSELS AND BUNKER BARGES

The sector's high potential has prompted GTT to devote some of its research efforts to developing a version of its containment technologies specially geared to LNG transportation in small LNG carriers. The latter are crucial for supplying merchant vessels with LNG, but also to ensure onshore transport and gas power stations in isolated regions.

These small LNG carriers are either part of a small-scale logistical chain (liquefaction terminals with capacity of less than 1 Mtpa, regasiﬁcation terminals with a capacity of less than 0.5 Mtpa and LNG carriers of less than 30,000 m3), or the standard chain. In the second case, small LNG carriers are supplied by liquefaction terminals known as "semi-bulk", which allow for fractioning the LNG received by the large-scale liquefaction terminals, into smaller volumes.

Competitive environment

According to Clarksons, the ﬂeet of small LNG carriers went from 4 vessels in 2000 to 11 in 2010, and 19 at the end of 2019. The order book includes eight vessels.

Type C is the most commonly used technology. The majority of the vessels are built in Asian, and particularly, Chinese shipyards. TGE Marine is also a supplier of Type C technology. However, it does not build vessels, rather it assists shipyards with construction. GTT's technologies can be used for small tanks and make it possible to build smaller carriers to meet this need. Even so, the use of GTT's technologies in smaller LNG carriers is less cost-efﬁcient and thus less competitive than in larger LNG carriers. Accordingly, GTT aims to develop its technologies and its partnerships with shipyards and engineering companies to improve their competitiveness.

The bunker barge/vessel activity is continuing to post strong growth. At the end of 2019, there were ﬁ ve LNG bunker vessels in operation with capacities of between 5,000 and 7,500 m3, all operating in Europe, and one barge equipped with GTT's Mark III Flex technology which is for the American market. There were also 15 bunker vessels/barges of more than 2,000 m3 on order: 11 equipped with Type C technology, 3 with GTT's Mark III technology, and one with SPB technology.

In 2019 GTT received an order notiﬁcation from ship-owner MOL for two bunker vessels: The ﬁrst, with a capacity of 12,000 m3, chartered by Total and Pavilion in Singapore, will be built at the Sembcorp shipyard; the second, with a capacity of 18,600 m3, chartered by Total in Marseille, will be built at the Hudong Zonghua shipyard.

These two orders received in 2019 are a follow-up to a 2018 order from MOL for a bunker vessel chartered by Total to supply CMA CGM's LNG fuelled vessels. This vessel, with a capacity of 18,600 m3, will be the ﬁrst capable of supplying signiﬁcant quantities of LNG in one single bunkering operation.

Outlook for the global market and for GTT

The construction of small LNG carriers and LNG bunker vessels/ barges will continue to increase, as will LNG fuelled vessels. There are currently two major drivers of this growth:

the use of LNG for maritime, river and onshore transportation, against a background of stricter environmental standards (MARPOL, etc.). The numerous infrastructure and bunkering projects (existing and in the course of discussion or approval) will contribute logistical support to small LNG carriers/methane carriers. Singapore, China, Europe and North America are the regions which are actively seeking to develop logistics for the LNG chain, and therefore in which the emergence of small LNG carriers will be facilitated;
the use of LNG for the production of secondary energy (electricity, heat), with the development of satellite stations for the storage of LNG in order to smooth out peaks in demand ("peak shaving"), and the supply of LNG to isolated regions (most often on islands) for which a connection by pipeline is not economically viable. Southeast Asia, with Indonesia, as well as the Caribbean, are particularly concerned.

According to Poten & Partners, demand for retail LNG could almost triple in the next ten years, from nearly 15 Mtpa in 2017 to over 40 Mtpa in 2027, primarily as a result of LNG for transportation (onshore, maritime, river, and even rail).

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THE GROUP AND ITS ACTIVITIES

Services

1.7 SERVICES

Through their services offering, GTT and its subsidiaries assist their customers and partners, and more generally the LNG industry, throughout the life cycle of a project.

The Group is present during the construction, operation and maintenance phases to guarantee safety, quality, performance and operational ﬂexibility.

These services, which were historically developed for LNG maritime transportation, are being adapted and supplemented in order to respond to the speciﬁ c needs of LNG as a shipping fuel. The objective is to make LNG simpler and more accessible for the shipping industry.

1.7.1 CONSULTANCY SERVICES

GTT offers consultancy services to help shipowners make the best decisions in advance of their projects. To support the growth of LNG as a shipping fuel, in 2019 GTT advised several partners and customers on subjects such as gas system design, managing

1.7.2 ENGINEERING STUDIES

As a recognised expert in the design of LNG storage and handling systems, GTT is also regularly called on for engineering studies. The performance of these services for the leading players in LNG enables GTT to forge stable, long-term relationships with all these players and thus build trust in its technologies, its know-how and its teams. The Group regularly supports shipyards and EPC contractors in their pre-project phase, to ensure the feasibility and optimisation of the solutions selected.

bunkering operations, optimising the positioning and design of tanks in order to limit the impact on cargo, etc.

This advice could lead to engineering studies.

It is also approached to provide its expertise directly to shipowners and vessel operators, charterers, oil and gas companies, engineering companies and classification societies. They seek engineering support for projects such as:

making changes to vessels in service: for example, converting an LNG carrier into an FSRU, installing a reliquefaction unit on an LNG carrier, modifying the propulsion system for an LNG propelled vessel, increasing the maximum pressure of an LNG tank, etc.;

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THE GROUP AND ITS ACTIVITIES

Services

particularly complex operations at sea. These studies provided by GTT are designed to deliver operational ﬂexibility, e.g. in order to predict the quantity of gas generated during a transfer between two vessels and simulate management of the gas, or to assess the risk represented by sloshing of LNG in tanks in conditions not foreseen in the vessel's design.

In 2019, GTT conducted several studies for the following purposes: design of a new FLNG; preparation of the transfer of LNG between an LNG carrier and an FLNG; increasing the operational ﬂexibility of an LNG bunker vessel.

1.7.3 TRAINING SERVICES

Training programs

GTT Training, a Group subsidiary, capitalises on its extremely wide-ranging expertise in issues relating to LNG, to offer the LNG industry a catalogue of training courses suitable both for parties interested in LNG as a shipping fuel, and for companies involved in the maritime transportation of LNG.

For LNG transportation, GTT offers training courses, such as the G-Simsimulator-based "LNG Cargo Operations" program for ofﬁ cers operating LNG carriers, in accordance with the SIGTTO skills standards (1) (management level).

For LNG as a shipping fuel, GTT Training offers G-Sim simulator- based training in LNG bunkering operations, as well as courses introducing LNG as a shipping fuel.

GTT Training also offers more specialised training aimed at, for example, FSRU operations, vessel to vessel LNG transfers and LNG terminal operators.

Lastly, GTT Training offers training on GTT technologies for the representatives of shipowners, operators, charterers, classiﬁcation societies and repair shipyards.

The number of training courses provided by GTT Training further increased in 2019, in particular concerning the use of LNG as shipping fuel.

In 2019, GTT Training received the "LNG World Shipping Safety Award 2019". Every year, this prize rewards an LNG player for its major role in promoting safety in the LNG industry.

Training simulator

GTT Training develops and markets G-Sim, an LNG operations simulator used for training purposes. G-Sim, which was historically developed for LNG vessels, is increasingly used to train vessel crews using LNG as a fuel.

In 2018, GTT Training worked in particular on adapting vessel models to be able to simulate operations related to using LNG as a shipping fuel. G-Sim now enables the simulation of operations on LNG bunkering vessels and on vessels using LNG as a fuel, as well as vessel to vessel bunkering operations.

In 2019, GTT Training introduced 3D in G-Sim to make the use of the simulator even more immersive. Moreover, GTT Training obtained a certiﬁcation for G-Sim's new simulation model for LNG bunkering operations and for the LNG Fuel management system from the DNV-GL classiﬁ cation society, in accordance with their standards for maritime simulators. This new simulator is the very ﬁrst of its kind for LNG Fuel applications.

1.7.4 OPERATIONS SUPPORT

Assistance with carrying out LNG operations

LNG is something new for many players who have chosen LNG as a shipping fuel. Unlike LNG carrier operators, the transportation and handling of LNG is not a core activity for these players. There is, therefore, a greater need for support in carrying out LNG operations.

To facilitate the development of LNG as fuel, GTT offers assistance in carrying out initial LNG operations. This principally involves gas tests before vessel delivery, initial LNG bunkering operations and speciﬁc LNG tank emptying and return to service operations before and after a breakdown.

Society of International Gas Tanker and Terminal Operators.

50 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

For example, in 2019, GTT received an order from CMA CGM to provide assistance in carrying out the initial gas operations for the commissioning of the tanks and the initial LNG bunkering operations.

Emergency response service

GTT provides a telephone hotline service for assistance in emergency situations called HEARS® (Hotline Emergency Assistance & Response Service). The service provides operators and their crews with advice and assistance from Group specialists 24/7.

In 2019, HEARS® saw the adaptation of the service to the speciﬁc needs of LNG Fuel applications.

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THE GROUP AND ITS ACTIVITIES

Services

1.7.5 DIGITAL SERVICES

With the acquisition of Ascenz in 2018 and Marorka in 2020, GTT has become a major player in Smart Shipping. The entities' combined expertise places GTT in a privileged position in the ﬁeld of solutions to improve the energy efﬁciency of vessels.

GTT's systems have now been fitted on over 1,100 vessels of different types, ranging from LNG carriers to container vessels, crude carriers and service vessels. The systems can be adapted to the different types of propulsion (LNG or conventional fuels), thus placing GTT at the heart of the shipping industry's energy transition and promoting the adoption of LNG as a fuel.

Through the entities' technological complementarity, GTT has become one of the rare player offering turnkey solutions on both technical and service levels. Operating in 20 countries across four continents and covering numerous time zones, GTT's entities can equip vessels with instruments, capture on-board data, send them onshore in a secure way, analyse them, and provide relevant advice to on-board and onshore staff.

Since its launch in 2008, Ascenz has equipped over 500 vessels, principally with energy efﬁciency monitoring solutions. The brand has historically been recognised as a benchmark player for the transparency, traceability and reliability of bunkering operations and vessel consumption monitoring. Since its acquisition by GTT, Ascenz offers solutions dedicated to LNG carriers concerning the management of LNG sloshing and Boil-Off Gas (BOG) in the tanks, as well as the optimisation of LNG use. Ascenz has its own brand of mass ﬂow meters - FlowmetTM. For more information: www.ascenz. com.

Founded in 2002 and based in Iceland, Marorka designs maritime energy monitoring, operational reporting and optimisation systems for vessels, thus allowing them to reduce their operating costs and environmental footprint. The solution addresses all sources of inefﬁciency such as speed, trim, hull condition, engine balance, etc. The company also offers managed services proactively providing a continuous analysis of performance and real-time advice to improve it. For more information: www.marorka.com

1.7.6 MAINTENANCE SERVICES

Assistance with inspections and repairs

GTT provides assistance as part of vessel tank maintenance by shipyards. The Group is contractually linked to a number of shipyards worldwide for repairs, as well as to ship-owners and vessel operators, test companies and repair sub-contractors. GTT provides them with technical expertise, access to training and qualiﬁcations as well as maintenance and repair procedures.

GTT has selected a network of approved shipyards to perform maintenance operations in optimum conditions. The Group also provides an on-site maintenance service for fixed units such as FLNGs and certain FSRUs.

TAMITM integrity test

Cryovision, a subsidiary of GTT which was formed in January 2012, has developed a method for checking the integrity of secondary barriers using thermal cameras on vessels with Mark, NO and CS1TM membranes. This method known as TAMITM (Thermal Assessment of Membrane Integrity) is an integrity test classifying secondary barriers for the Mark III technology, as with standard pneumatic tests. Shipowners must carry out these integrity tests every ﬁ ve years pursuant to the international code for the construction and equipment of vessels carrying liqueﬁed gases in bulk (IGC).

TAMITM offers signiﬁcant advantages, in particular with regards to implementation. Indeed, TAMITM can be carried out at sea with full tanks in advance of a vessel entering dry dock. TAMITM therefore reduces time spent in dry dock. The cost savings which result are signiﬁcant for shipowners.

Cryovision also carries out acoustic emissions tests (AE Tests) on the tanks of LNG carriers, in particular on special zones such as the domes. The AE test is used in addition to the TAMITM tests, in accordance with the recommendations of the classiﬁcation societies and/or GTT.

Since being formed, Cryovision has become a major player in its sector. Since 2016, Cryovision has been recognised as a specialist in gas-tightness testing for LNG carriers (thermal and acoustic) under IACS Uniﬁed Recommendations Z17. The company obtained the ISO 45001 certiﬁcation in 2019 (as a replacement to OHSAS 18001), in addition to the ISO 9001 certification obtained in 2013. Cryovision has carried out TAMITM tests on more than 400 tanks, on all membrane technologies and on vessels of all sizes.

MOON motorised balloon

Cryovision, in collaboration with GTT, has developed "MOON" (MOtorized balloON), a drone-like tool. MOON allows quick and easy deployment of standard inspection methods for the primary membrane of tanks, and monitoring systems to be positioned as close as possible to the membrane for inspections and to locate faults on the primary membrane. MOON can transport up to 10 kg of material to within a few centimetres of the membrane in complete safety. In addition, this system does not require the use of equipment in direct contact with the membrane, such as scaffolding, thereby reducing any risks of damaging the insulation system.

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Services

TIBIA tool for inspection of ﬂoating units

TIBIA (Tank Inspection By Integrated Arm) is a tool developed by GTT to carry out maintenance tasks on the primary membrane of the NO96 or Mark technologies on board FLNGs and FSRUs. TIBIA facilitates access to areas which are difficult to access, thereby generating a time-saving during maintenance. TIBIA can be installed in just eight hours by ﬁve operators, without the

ship being in dry dock or in port. TIBIA is also equipped with an anchoring tool which immobilises the nacelle in relation to the membrane, thus allowing delicate repairs to be carried out, even when sea conditions are not calm. TIBIA provides numerous advantages in comparison with scaffolding: reduced maintenance time, lower operating costs and reduction in handling operations inside the tank.

1.7.7 SUPPLIER CERTIFICATION

Suppliers of certain materials used by the shipyards or EPC contractors to build the membrane systems must be approved by GTT and comply with a demanding approval process. Approval is given for a limited period of time and is subject to renewal.

During the approval process, GTT's teams perform tests by random sampling and on-site inspections.

For more information, refer to section 3.6.1.3 - Supplier certification of this Universal Registration Document.

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RISK FACTORS

AND INTERNAL

CONTROL

2.1	OVERALL RISK MANAGEMENT POLICY	55	2.3	RISK MANAGEMENT	61
			2.3.1	Organisation	61
2.2	RISK FACTORS	55	2.3.2	Procedures	62
2.2.1	Industrial risks	55
2.2.2	Operational risks	56
2.2.3	Legal risks	59
2.2.4	Non-ﬁnancial risks	60
2.2.5	Insurance and risk coverage	60

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RISK FACTORS AND INTERNAL CONTROL

The significant and specific risks to which the Group considers that it is exposed are set out below. They are divided into four categories of risks:

industrial risks;
operational risks;
legal risks;
nonﬁnancial risks.

Pursuant to the provisions of Article 16 of regulation (EU) 2017/1129 of the European Parliament and Council, the risks factors deemed to be the most signiﬁcant as of the date of this Universal Registration Document are listed ﬁrst within the aforementioned risk categories, based on an assessment that takes into account their medium-term impact and probability of occurrence.

The risks presented below are the main risks identified by the Group on the date of publication of this document. The Group's

assessment of the materiality of the risk may be changed at any time, particularly if new internal or external facts emerge. Moreover, there is no guarantee that the Group has correctly identiﬁed all the risks to which it may be exposed or correctly evaluated its exposure to the risks of which it is aware. The reader's attention is drawn to the fact that other risks may exist or arise, of which the Group is unaware as of the date of this Universal Registration Document, or the materialisation of which is not currently deemed to be likely to have a signiﬁcant adverse impact on the Group's business, ﬁnancial situation, proﬁts, image, outlook and/or the GTT share price.

Nor is there any guarantee that any actions taken now or in future by the Group have mitigated or will mitigate the potential occurrence of the risks or the damage the Group might suffer should these risks materialise.

The summary table below shows the most signiﬁcant risks in each category in decreasing order of criticality (potential medium-term impact x probability of occurrence).

Category	Risk	Criticality level
Industrial risks	(1)Risks related to a possible defect in the Group's technologies	Medium (**)
	(2)Risks related to the Group's intellectual property and know-how	Medium (**)
	(3)Innovation policy risks	Medium (**)
Operational risks	(1)Business development risks

	● The business development of the Group
	● The Group's dependence on the maritime LNG transport business and the	Medium (**)
	uncertainties relating to the development of other more diversiﬁed activities	Medium (**)
	(2)Economic environment
	● Risks related to economic or political factors	Medium (**)
	Competitive environment: risk of the development of containment systems	Medium (**)
	competing with the Group's technologies
	● Structure of supply and demand	Medium (**)
	- Main risks inﬂuencing the Group's business (impact of Covid-19)
	Risks related to investments in gas companies	Medium (**)
	Risks related to the LNG shipping market	Medium (**)
	Risks related to the Group's dependence on a limited number of suppliers	Low (*)
Legal risks	(1)Impact of the regulations on anticompetitive practices	Medium (**)
	(2)Risks related to possible noncompliance with statutory and regulatory provisions	Medium (**)
	(3)Risks related to the tax environment	Low (*)

Extra-ﬁnancial risks	(1)Risks related to human resources	Medium (**)

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Risk factors

2.1 OVERALL RISK MANAGEMENT POLICY

Every year, the Group performs a risk mapping exercise. This review can identify and update the main risks to which the Group is exposed. This map is validated by the Board of Directors.

Actions were implemented based on the potential impacts of the assessed risks (human, ﬁnancial, organisational and reputational) and the probability of their occurrence. These action plans are regularly monitored by the Audit and Risk Management Committee and the Board of Directors.

2.2 RISK FACTORS

2.2.1 INDUSTRIAL RISKS

2.2.1.1 Risks related to a possible defect in the Group's technologies (**)

Although the Group has used its membrane and other technologies for many years, it cannot guarantee a total lack of defects when implementing these technologies or in the use of these technologies over time.

LNG, or any other liqueﬁed gas, contained in the tanks of vessels equipped with the Company's technologies can, because of certain sea conditions, cause deformation in the containment membrane due to collision between the LNG cargo and the walls of the carriers' tanks (a phenomenon known as "sloshing"). Although the Group has taken the measures necessary in order to limit the impact of sloshing on its membrane containment systems, incidents causing damage in the tanks using the Group's technologies could occur in future. The occurrence of such events could damage the Group's image and reputation among ship-owners, shipyards and gas companies.

Emergence of faults in the Group's technology or its implementation in tank construction could expose the Group to claims and litigation from ship-owners, shipyards, and owners and operators of storage tanks, FSRUs, FLNGs, LNGCs, ethane carriers or their beneﬁciaries and other users of the Group's technology.

As a result, the Group may book provisions in its financial statements. Such provisions may have a material impact on the Group's ﬁnancial statements and its results, even if the claims or the underlying litigation are unsuccessful. As of December 31, 2019, the Group has not recorded any provisions for litigation.

The Group believes that the probability of such risks materialising is low and that the negative impact on the Group should they occur would be high.

2.2.1.2 Risks related to the Group's intellectual property

and know-how (**)

The Group's technology relies on its portfolio of patents, for which the average period of validity is 16 years (for a presentation of the Group's intellectual property, please see section 1.2.3.4 of this Universal Registration Document). For the purpose of its

activities, the Group must obtain, maintain and enforce its patents in all countries in which it operates; its general policy is to ﬁle patent applications in all these countries to ensure maximum protection. The main technologies currently marketed by the Group, namely Mark III Flex (66% of the order book by technology on December 31, 2019) and NO96 GW (30%), give rise to patents or patent applications, where applicable based on the speciﬁcities of each patent, (i) in countries where the registered ofﬁce of construction and repair shipyards are located (such as South Korea and Japan) and/or (ii) in emerging LNG countries (such as India and Russia), and/or (iii) in LNG exporting countries (such as Australia and Russia) and in LNG importing countries (such as South Korea, China and Japan).

Although the Group takes substantial steps to ensure the validity of its patents, the Company is not and cannot be aware of all patent applications or ﬁlings that have been or will be made by third parties.

Procedures to secure compliance with the Group's patents may be lengthy, time-consuming and expensive, regardless of their merit, and there is no guarantee that the Group will beneﬁt from a favourable outcome.

As a result, the Group cannot guarantee that:

the Group's patent applications currently being examined (755 at the end of 2019) in all the countries in which it operates its business will result in a patent being granted;
patents granted to the Group, along with its other intellectual property rights, will not be challenged, invalidated or circumvented;
the protection provided by patents is sufﬁcient to protect the Group against competition and against the patents of third parties covering technologies with a similar purpose;
its technologies and products do not infringe on patents belonging to third parties;
third parties will not claim ownership of patent rights or other intellectual property rights that the Group owns alone or jointly;
third parties that have entered into license or partnership contracts with the Group and having sufficient experience of technologies that are based on the patents owned by the Group are not developing and will not develop strategies to ﬁle

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Risk factors

applications for patents related to the Group's business and that may be an obstacle to the Group's patent ﬁling strategy; and

court proceedings or proceedings before competent ofﬁces or jurisdictions will not be necessary to ensure compliance with the Group's patents or to determine the validity or extent of its rights in this regard.

The trademarks registered by the Group are important elements for the identiﬁcation of its technologies. Despite registering the brands GTT®, Mark III®, NO96®, Mark Fit®, GST™, LNG Brick®, GTT Mars™ and REACH4™, third parties could use or try to use these brands or other brands of the Group. Such infringement may damage the Group commercially and damage its image.

Furthermore, the Group cannot guarantee that its technologies or their implementation, each of which is based in part on the Company's proprietary know-how, are sufﬁciently protected and cannot be misappropriated by third parties. When performing license contracts with clients or as part of its partnership contracts, the Group informs its contracting partners of certain elements of its know-how, particularly information relating to the implementation of membrane containment technologies.

Although the Group seeks to limit this communication to the information strictly necessary for its clients to implement its technologies or for the Group to perform its obligations under the aforementioned contracts, it cannot be guaranteed that additional information, including its proprietary know-how, will not be shared in the course of such activities. While the Group takes steps to ensure, through conﬁdentiality agreements and other measures, that third parties who receive such information undertake not to disclose, use or misappropriate it, the Company cannot guarantee that such steps will be successful or respected by its clients or partners.

In particular, the Group cannot guarantee that (i) its contracting partners will fulﬁl their commitments and not develop technologies inspired by those developed by the Group (see section 2.2.2.2.1

Competitive environment in this Universal Registration Document) or (ii) in the event that these commitments are not fulﬁlled, the Group will be informed and be able to take appropriate measures or steps allowing it to gain full compensation for the damage suffered. The Group draws the attention of readers to the fact that 95% of its revenue is from royalties from its portfolio of patents.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be moderate.

2.2.1.3 Risks in the innovation policy (**)

The constantly changing economic environment in which the Group operates requires that anticipating the changes and new technologies required to maintain its position as a major player in its industry. To respond to these changes, the Group invests very heavily in innovation to be able to propose appropriate solutions to its customers and ensure its future growth in order to further develop existing technology, such as LNG fuel projects and support to shipyards, etc. On December 31, 2019, the Group had spent

22.6 million euros on R&D, which represents 19% of the total amount of operating expenses (1).

Research and development are essential to the Group, which wants to provide its customers with the most relevant and innovative customised solutions (refer to section 1.2.3 - "Innovation at the heart of the strategy" in this Universal Registration Document for more information on the Group's R&D policy). This emphasis on innovation was, for example, reﬂected in a 25% increase in research and development expenditure in 2019, allowing the substantial renewal of the Group's portfolio of patents, and its position in the LNG shipbuilding industry to be maintained. Any delays, errors or failures of its innovation policy, any failure to anticipate the consequences for the Group of a new technology implemented by others in the Group's area of expertise or in a technology ﬁeld with the potential to have applications in the Group's markets could render the Group's products or technologies less competitive or result in the Group having less success than anticipated with its clients, leading the Group to lose its competitive advantage and potentially resulting in impairments or reducing the Group's revenues.

Although the Group's innovation policy, which is indispensable to ensure its growth, requires particularly high levels of investment, which are an expense for GTT, notably in terms of research and development, it cannot be assumed to be a certain source of positive results for the Group.

The Group believes that the probability of such risks materialising is relatively low and that the negative impact for the Group, should this occur, would be moderate.

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2.2.2 OPERATIONAL RISKS

2.2.2.1 Business development risks

2.2.2.1.1 The business development of the Group (**)

The development of the Group's business will depend on its ability to retain its position in containment systems intended for LNG/ethane carriers (80% of 2019 revenue), FLNG (2%), and FSRU (9%), to improve its presence in containment systems integrated into onshore and undersea storage tanks (1%), and to develop

on its new activities, notably LNG fuel (3% of 2019 revenue). See chapter 1 - The Group and its activities in this Universal Registration Document.

This development will depend on various factors, including the Group's ability to retain the conﬁdence of shipyards, ship-owners and charterers (gas companies), along with the Group's ability to meet demand for its technologies and membrane containment systems if demand increases signiﬁcantly.

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Although the Group attaches great importance to relations with shipyards, ship-owners and charterers (gas companies), it cannot guarantee that these relations will not deteriorate, in particular in the event of problems experienced by the Company or its subsidiaries in fulfilling their obligations towards shipyards, in particular if customers' demand is significantly higher than forecasted, which could have adverse consequences on the entities that own or use the vessels built or scheduled to be built using GTT's technologies. Any difﬁculties in meeting demand for the Group's technologies may harm the Group's image and may encourage current and potential customers of the Company to encourage the development of new technologies or to seek alternatives to the Company's technology.

In contractual terms, GTT gives shipyards access to its technologies within the framework of a TALA (Technical Assistance and License Agreement) which defines the general relationship between the parties and in particular, sets out the method for calculating royalties in accordance with the number of vessels built by the shipyard, as well as the royalty payment methods.

Each TALA is entered into for a speciﬁc period of time and may be terminated early, in certain cases, by either party. The Company therefore negotiates, in the normal course of business, conditions for the renewal and/or extension of TALAs nearing their expiry date, and in the event that a TALA is terminated early. Should the parties fail to come to an agreement in these circumstances, the Company could lose one or more clients, given that the rights and obligations of each party survive the expiry of the TALA for the purposes of and until the ﬁnal completion of projects of which the Company was aware prior to its termination. At the date of ﬁling of this Universal Registration Document, no TALA is in the process of renegotiation. In December 2019, GTT entered into a new Technical Assistance and License Agreement (TALA) with the Chinese shipyard WISON Offshore & Marine (WOM).

Moreover, while in the past the Group has demonstrated its ability to meet a strong and rapid rise in demand by using subcontractors and by hiring additional staff on ﬁxed-term employment contracts or temporary employment contracts for "production" work, it cannot guarantee that it will always be able to meet all increases in activity. Additional measures taken by the Group to meet increases in demand or other spikes in activity may involve additional costs to those typically experienced by the Group.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be moderate.

2.2.2.1.2 The Group's dependence on the maritime LNG transport business and the uncertainties relating to the development of other more diversiﬁed activities (**)

At the date of ﬁling of this Universal Registration Document, almost all of the Group's revenue came from activities related to the storage and maritime transportation of LNG (92% of 2019 revenue), which depends on global demand for LNG.

Although the Group is taking steps to diversify its business in the medium term by adapting to new applications for technologies that are already developed or under development (particularly

RISK FACTORS AND INTERNAL CONTROL

Risk factors

LNG as a fuel), there is no guarantee that the Group will be able to successfully market any new technologies or continue to be successful in commercialising its current technologies.

The Group considers that a signiﬁcant part of its diversiﬁcation efforts will depend on its ability to adapt its containment technologies in order to implement the use of LNG fuel (see section

1.5 - Development of new activities by the Group in this Universal Registration Document). There is no guarantee, however, that the LNG fuel activity will develop in the timeframe or at the rate anticipated by the Group, and any deviation from the projections set forth in this Universal Registration Document may have a material impact on the Group's growth and diversiﬁcation prospects and ﬁnancial results. Low oil prices could furthermore weaken the competitiveness of LNG in comparison with oil-basedfuels.

Given the cost associated with adapting its technologies, their complexity and the cost of building the logistics infrastructure enabling the refuelling of vessels with LNG from smaller LNG carriers, the Group cannot guarantee the success of its technologies in the LNG fuel sector, or their adoption by players that may prefer alternative, less complex technologies that require a lower level of operational control, or other fuels (MDO).

In addition, the Group's strategy of diversiﬁcation into new activities may lead to a change in its business model, exposing it to new risks, for example, execution risks likely to have a signiﬁcant impact on its ﬁnancial situation and its earnings.

The Group believes that the probability of such risks materialising is medium and that the negative impact for the Group, should this occur, would be small.

2.2.2.2 Economic environment

2.2.2.2.1 Risks related to economic or political factors (**)

The Group's direct clients are primarily shipyards in South Korea, China and Japan, and its end-clients are ship-owners and international gas companies.

In 2019, 85% of the Company's sales revenues came from South Korean customers. (see note 18.2 of section 6.1.5 - Information relating to geographical areas of this Universal Registration Document"). At that date, four South Korean shipyards (Samsung Heavy Industries, Daewoo Shipbuilding & Marine Engineering, Hyundai Heavy Industries and Hyundai Samho Heavy Industries) that are customers of the Company (in numbers of orders (1)) represented 93% of the "LNG vessels" order books. The Group considers that this distribution of its customer base and its sales revenues is unlikely to change signiﬁcantly in the next few years.

As a result, any event - particularly political or military - affecting South Korea or other Asian countries may have an impact on the Group's ﬁnancial situation, its liquidity, results and growth prospects.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be moderate.

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The ﬁve largest customers over this period in terms of revenue are not the same entities as the ﬁve largest customers in terms of number of orders as a result of the revenue recognition method.vvv

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Risk factors

2.2.2.2.2 Competitive environment

GTT is exposed to risks related to its competitive position in membrane containment systems.

RISKS OF CONTAINMENT SYSTEMS BEING DEVELOPED THAT COMPETE WITH THE GROUP'S TECHNOLOGIES

Although the Group's technologies have a signiﬁcant share in the LNG maritime transportation industry (92% of the Group's revenue at December 31, 2019), competing technologies and containment systems may appear or be further developed, to the detriment of the Group.

In addition, competing technologies currently being developed, being approved by classiﬁcation societies, such as those developed by Samsung Heavy Industries, Hyundai Heavy Industries, Daewoo Shipbuilding and Marine Engineering and Kogas (see section 1.3.1.2

LNG carriers of this Universal Registration Document), or being referenced by gas companies, or which are currently unknown to the Group, could in the future be used by shipyards and reduce the Company's presence in LNG maritime transportation and its ability to sell its own technologies successfully.

However, the Group considers that due to the still relatively low level of development of the membrane containment technology developed by Samsung Heavy Industries (technology known as KCS "Korean Containment System"), Hyundai Heavy Industries and Daewoo Shipbuilding and Marine Engineering (systems known as SOLIDUS and DCS16) or the difﬁculties they have encountered (technology known as KC-1 developed by Kogas), it is unlikely that these technologies will have a signiﬁcant impact on the Group's presence in LNG maritime transportation in the medium term.

There has been renewed interest in traditional systems, known as "type B" (spherical Moss and prismatic SPB), since 2013, but this has been primarily restricted to Japanese projects (charterers, shipowners and Japanese shipyards), which limits their scope. Note also that none of these "type B" technologies were ordered in 2019.

The risks related to the different technologies are presented in section 1.3.1.2 - LNG carriers of this Universal Registration Document.

In spite of the signiﬁcant resources that it devotes to research and development (22.6 million euros during the financial year ending on December 31, 2019) and active monitoring of the appearance of competing technologies (see section 1.2.3 - Innovation at the heart of the strategy in this Universal Registration Document, for more information on the Group's R&D policy), the Group cannot guarantee that new competing technologies for the containment of LNG will not be developed and successfully marketed and that the technologies of the Group will remain the leaders in their ﬁeld. The Group does not and cannot know all of the plans of its current and future competitors, and there is no guarantee that the Group will be able to successfully compete with these technological developments in the future. In particular, the Group could be exposed to breaches related to developments involving not only cryogenic containment systems, but all components or subcomponents interacting directly or indirectly with these containment systems such as, for example, the propulsion systems of LNG carriers, energy and cargo management and optimisation systems on the vessels or the materials used in cryogenic applications.

As at December 31, 2019.

58 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be moderate.

2.2.2.2.3 Structure of supply and demand

The Group is exposed to risks related to a reduction or an increase in the demand for LNG carriers, ethane carriers, FSRUs, FLNGs and onshore tanks.

RISKS INFLUENCING THE GROUP'S BUSINESS (IMPACT OF COVID-19) (**)

The Group's revenue and its operating income have historically been subject to significant variations, notably in 2008 with the appearance of shale gas in the United States and, conversely, the accident at Fukushima favouring imports of LNG to Japan, which could occur in future and have an unfavourable impact on the ﬁnancial situation and prospects of the Group.

From January 2020, the coronavirus epidemic caused an unprecedented crisis, initially in Asian countries where GTT generates virtually all of its revenue (South Korea: 85%, China: 10%), then in the Western countries. The WHO declared a pandemic on March 12, 2020.

For GTT, the main risk of the coronavirus epidemic consists of possible delays to the timetable for the construction of vessels, which may lead to a shift in the recognition of revenue from one ﬁnancial year to another. On the date of this document, GTT has not ascertained any delay in the vessel construction timetable.

To date, risks related to the impact of the epidemic on the global economy remain difﬁcult to assess. They may relate to demand for LNG, liquefaction projects and ship-owners whose orders may be suspended or cancelled. The Group nevertheless reiterates that the LNG market is mainly based on long-term prospects and ﬁnancing and that, at the date of publication of the present document, the situation has improved in the Asian countries, which represent more than 60% of worldwide imports of LNG.

Also, the Group has 456 employees (1), of whom 60 are seconded to shipyards (South Korea and China) and 39 employees are present in the subsidiaries of the Group in Asia (one in China and 38 in Singapore). GTT considers their health and that of their families to be particularly important. From the beginning of the crisis, the Group ﬁ rst made recommendations to employees abroad, then at head office, in line with those of the French Foreign Affairs Ministry and the Ministry of Health, speciﬁ cally, remote working arrangements for almost all employees. If these were to be extended, such general measures could have an impact on the Group's productivity.

The Group believes that the probability of such risks materialising is high and that the negative impact for the Group, should this occur, would be moderate.

RISKS RELATED TO INVESTMENTS IN GAS COMPANIES (**)

The coronavirus crisis could also have an impact on the investment decisions of gas companies. Certain liquefaction unit projects have been delayed in Qatar and Mozambique. However, in 2019, investment decisions concerned six projects for a total of 71 Mtpa of LNG (representing 20% of 2019 production), which is an absolute record. The Group estimates that 85 vessels should still be ordered for projects under construction for which starts are planned between 2020 and 2025.

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The Group believes that the probability of such risks materialising is high and that the negative impact for the Group, should this occur, would be moderate.

RISKS RELATED TO THE LNG SHIPPING MARKET (**)

Ship-ownersmay, even on a temporary basis, optimise the use of their vessel ﬂeet, rather than order new builds (increase in the average speed of vessels, delay ﬂeet upgrades, extend the life of vessels, etc.).
Industrial and commercial agreements between operators can have an impact on the use of the vessel ﬂeet (pooling of vessel ﬂeets, alliances, etc.).
Decreases in the leasing prices of vessels on the spot market may result in a sense of overcapacity and lead ship-owners to delay part of their investment.
The uncertainty resulting from the lack of a destination clause in LNG purchase contracts and the decrease in the length of contracts can be a brake on investment decisions.
Variations in LNG prices between geographical areas can result in signiﬁcant variations in LNG trades on the spot market.

At the date of ﬁling of this Universal Registration Document, factors related to the shipping market do not negatively affect the Group's medium- and long-term outlook, but they could delay when orders are placed and lead to differences in orders from one year to the next and, accordingly, the realisation of the associated revenues.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be moderate.

RISK FACTORS AND INTERNAL CONTROL

Risk factors

RISK RELATED TO THE DEPENDENCY OF THE GROUP ON A LIMITED NUMBER OF SUPPLIERS (*)

The Group has approved certain suppliers as qualiﬁed suppliers for the shipyards that are its customers (for a presentation of the qualiﬁed suppliers of the Group, refer to section 3.6.1.3 - Supplier accreditation of this Universal Registration Document).

These qualified suppliers provide the materials required to implement the Group's technologies, and sell these materials to shipyards that seek to implement GTT's technologies. They are located primarily in Asia and particularly in South Korea, where the Group's main shipyard clients are located.

Currently, a limited number of industrialists are capable of providing the materials used in implementing the Group's technologies (82 suppliers on December 31, 2019, 39 of which are located in Korea). In order to reduce this dependency, the Group is working on the diversiﬁcation of its supplier panel, both in terms of materials and geographical regions.

As a result, the use of Group technologies by shipyards (i) depends on the capacity of the Group's approved industrial companies to supply some of the materials needed, and (ii) may be affected by any event in the countries or affecting the industrial sites where the approved industrial suppliers are located, events likely to restrict access to the materials required (political, military, weather events, etc.). Although the Group has never had to cope with this kind of situation, in the event that the Group's qualiﬁed suppliers cannot supply the materials needed to implement these technologies, there is no guarantee that alternative suppliers can be found or found quickly enough, which could affect the Group's reputation, ﬁnancial position and order book.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be small.

2.2.3 LEGAL RISKS

2.2.3.1 Impact of the regulations

on anticompetitive practices (**)

In the jurisdictions where it conducts its activities, the Group is subject to legal and regulatory provisions applicable in matters concerning anticompetitive practices.

On January 29, 2016, the Company received notiﬁcation from the Korea Fair Trade Commission (KFTC) informing it of the opening of an investigation into a possible abuse of its dominant position, due to its commercial practices in South Korea. To the best of the Company's knowledge, there were no signiﬁcant developments in the case in 2019 and, at the date of ﬁling of this Universal Registration Document, the Company had not been informed of any changes in the procedure of which it should inform the market. At this stage, it is not possible to estimate how long this process will take or when it will reach a conclusion. Although GTT believes that its commercial practices comply with the South Korean competition law, this investigation could result in a decision to apply sanctions, which could have an impact on the Group's business, its ﬁnancial position and its earnings. Furthermore, the Company cannot exclude the possibility that similar investigations may be initiated in other jurisdictions where the Group operates.

2.2.3.2 Risks related to possible noncompliance with statutory and regulatory provisions (**)

The supply of oil-related goods and services to some countries, including LNG and LNG-related materials, is currently subject to several sanction regimes, particularly from the United States of America and the European Union.

To date, US and EU sanctions on Russia and/or some Russian gas companies have had no material negative impact on the Group's activities in Russia and/or for Russian clients, and do not hinder its development projects in Russia.

In 2019 an investment decision was made relating to a project to build a natural gas liquefaction plant ("Arctic LNG 2") in Russia, with an annual capacity of 19.8 million tonnes. As part of this project, in September 2019 GTT signed a contract with Saren BV (a joint venture between Renaissance Heavy Industries Russia and Saipem) for the design and construction of three GBS (Gravity Based Structures) terminals. This contract is part of a framework intellectual property licensing and technical assistance agreement between the Company and Saipem S.A.

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At the date of ﬁling of this document, the Group was not aware of any issues likely to affect the orders it has booked in respect of the Arctic LNG 2 project. It cannot, however, be excluded that the current sanctions applied to Russia and/or Russian companies involved in the project are made more severe (both in their nature and in their scope), resulting in delays to, or the suspension of the Arctic LNG 2 project, not affecting the launch of new projects in this zone, or more generally not threatening its prospects for commercial development in Russia.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be small.

2.2.3.3 Risks related to the tax environment (*)

The Company beneﬁts from some speciﬁc tax arrangements. In France, the Company pays tax at a speciﬁc rate on royalties from some industrial property rights, and receives tax credits in relation to some R&D spending and deductions on withholding taxes paid on royalties from foreign sources. These speciﬁc tax regimes could be called into question or modiﬁed, which would be likely to have an impact on the Group's tax charge, ﬁnancial situation and earnings. The Group regularly keeps itself abreast of changes in tax regulations.

However, the Group cannot rule out the possibility that the tax regimes promoting innovation may be modiﬁed, which could have a negative impact on its earnings, ﬁnancial situation or outlook.

The Group believes that the probability of such risks materialising is low and that the negative impact for the Group, should this occur, would be small.

2.2.4 NON-FINANCIAL RISKS

2.2.4.1 Risks related to human resources (**)

The Group's performance over time is based, in particular, on the quality of its employees, their expertise, their know-how and their motivation.

The Group's business requires a high level of technological expertise and advanced skills and know-how, which are constantly changing to meet a range of needs. The need to constantly ﬁnd new employees, train the engineers in new expertise and retain

them creates a risk for the Group if it is unable to mobilise the resources needed within the time-frames required.

As mentioned in section 2.2.2.2.2 of the present document, the telecommuting measures decided to cope with the coronavirus pandemic could have an impact on the Group's productivity.

The Group believes that the probability of such risks materialising is medium and that the negative impact for the Group, should this occur, would be small.

2.2.5 INSURANCE AND RISK COVERAGE

The Group has subscribed insurance policies covering the general and speciﬁc risks to which it believes it is exposed.

Given the speciﬁc nature of its activity and the insurance policies subscribed by the Group and described below, the Group takes the view that it has a level of coverage that is appropriate for the risks inherent in its business.

However, there is no guarantee that the insurance policies taken out by the Group will suffice to cover all the risks to which the Group is currently exposed or may be exposed or that it will be capable, in the future, of maintaining adequate insurance policies at reasonable rates and on acceptable terms.

In addition, the ability of these insurance policies to effectively mitigate the risks they cover depends on the ﬁnancial capacity of the counterparty insurers, and the Group cannot guarantee that such counterparty insurers will be able to perform adequately or at all their obligations under such insurance policies.

The Group's main insurance policies cover risks related to the Group's civil liability, executive's liability and damage to the Group's movable property and real estate.

In 2019, one civil liability claim was made in relation to a claim received from a shipyard regarding the implementation of a technology. The Company has ruled out any liability in respect of this claim, which did not result in any indemniﬁcation by the Group's insurers.

The Group also has insurance policies covering other, more speciﬁc risks, such as policies covering its automobile ﬂeet and its expatriate and seconded staff.

2.2.5.1 Civil liability insurance

The Group has a civil liability insurance policy intended to cover it against the ﬁnancial consequences of any liability for personal injuries, material or immaterial property damages caused to third parties during the course of its business activities. The Group's civil

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liability insurance policy was renegotiated in 2019 to ensure the best match with the Group's needs. Some risks are expressly excluded from the insurance policies described and so are not covered.

In addition to the Group's civil liability program, each subsidiary also has a local civil liability insurance policy as required by law and practice in their markets.

RISK FACTORS AND INTERNAL CONTROL

Risk management

the Company, mismanagement, errors, omissions or negligence by them with respect to third parties (excluding intentional and wilful misconduct, criminal offences and breaches of tax or customs law). This insurance policy covers the cost of defence, prevention, psychological assistance, communication and efforts to restore the image of the Group's executives.

2.2.5.2 Executive liability insurance

The Group's executives are covered by liability insurance to protect them against the pecuniary consequences of breaches of statutory or regulatory provisions or provisions of the by-laws of

2.2.5.3 Multi-risk insurance

The Group has a 'multi-risk' insurance policy covering damage to its immovable property and real estate, subject to exclusions stated expressly in the policy.

2.3 RISK MANAGEMENT

2.3.1 ORGANISATION

2.3.1.1 Organisation of internal audit

Internal control is an attitude and a responsibility for each employee of the Group.

The internal control system consists of a set of procedures and internal control standards describing the processes of the different activities and the related key controls. These standards cover activities of the Group such as the management of purchases and sales, accounting and cash management, human resource and payroll management, information systems management.

The system particularly aims to ensure:

Compliance with applicable laws and regulations;
The application of instructions and directions as set by management;
The proper functioning of the company's internal processes;
The reliability of ﬁnancial information.

The quality management system which also contributes to controlling operational and/or compliance risks.

At the internal level, checks are carried out and formalised by employees, in particular of sensitive transactions and year-end transactions.

Every year, an internal control review of one process and one subsidiary is carried out by the Statutory Auditors in order to draw up a risk analysis, an assessment of the system and to deﬁne improvement actions.

2.3.1.2 Deﬁnition, objectives and frame of reference

GTT, because of its consulting business with global players in the liqueﬁed gas industry, is exposed to various types of risks.

These risks are either purely exogenous (changes in LNG, geopolitical risks, maritime transportation activity, etc.) or endogenous (organisation, information systems, failure of technologies, protection of know-how, etc.). (See the description of these risks in chapter 2 - Risk factors in this Universal Registration Document).

To address these potential risks inherent in its business, GTT has established an internal control system tailored to its activity and its size. This device is also a management tool for its strategy and its business model that contributes to the reliability of the data and deliverables provided to its customers as well as to team effectiveness.

The internal audit system is speciﬁcally intended to ensure that:

activities are performed in accordance with the law, regulations and internal procedures;
management acts correspond to the guidelines set by the governing bodies;
property, plant and equipment, and intangible assets have adequate protection;
risks arising from business activities are properly assessed and adequately controlled; and
that internal procedures, which contribute to the preparation of ﬁnancial information, are reliable.

This internal audit system provides effective protection against major risks identiﬁed, even if it does not ensure comprehensive coverage of all risks to which the Group may be exposed.

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2.3.1.3 Internal audit players

The Board of Directors: the Chairman of the Board of Directors of GTT is, in accordance with the provisions of Article L. 225-37 of the French Commercial Code, the person who must report on the internal audit and risk management procedures put in place by the Company.

The Audit and Risk Management Committee: the duties of this specialised Board of Directors' committee include monitoring issues relating to the preparation and control of accounting and ﬁnancial information. The Audit and Risk Management Committee is also responsible for verifying the effectiveness of the Company's internal control and risk management systems. Its duties are described in section 4.1.3.2 (i) - Audit and Risk Management Committee of this Universal Registration Document.

The Chairman and Chief Executive Officer: he or she sets up the organisation they believe to be the most effective to adapt the internal audit system to the missions entrusted to it.

The Executive Committee: consisting of the Company's Chairman and CEO and its Managers, it provides coordination and consultation among its members for each decision or operation that is important for the general running of the Group.

The Quality team: composed of the Company's Organisation and Quality Ofﬁcer and four Quality Managers, it ensures that the

2.3.2 PROCEDURES

2.3.2.1 Procedure for related-party and routine agreements

The Group has set up a procedure for identifying and evaluating the regular and routine character of agreements. The Board of Directors decided to put this procedure in place at its meeting of April 17, 2020. Routine agreements will be validated annually by the Board of Directors.

2.3.2.2 Internal control and risk management procedures

The internal audit and risk management plan applies to GTT SA as well as to its Cryovision, GTT Training Ltd, GTT North America, GTT SEA PTE Ltd, Cryometrics, Ascenz and Marorka subsidiaries (for which acquisition was ﬁnalised in February 2020). The activity of the subsidiaries is still limited compared to the Group. The ﬁrst three have a simple internal audit and risk management plan speciﬁc to them, notably for the segregation of duties.

The Group relies primarily on a set of internal procedures intended to cover all of its activities, which was implemented during the ISO 9001 certiﬁcation process in 2010. GTT SA has been ISO 9001 certiﬁed since 2010. In September 2016, the second re-certiﬁcation audit took place (triennial cycle), and GTT took this opportunity to validate the transition from ISO 9001: 2008 to ISO 9001: 2015.

62 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

requirements of ISO 9001 V2015 are met through the following tasks:

management of the GTT Quality Management System and ensuring improvements to it;
description of the interactions between processes and ensuring their cross-departmental operation;
organisation of the control, process reviews and the annual management review; and
planning of internal audits (all members of the team are internal auditors).

The employees: employees have a monitoring and proposal role for updating the internal audit system and processes applicable to their activities.

The Data Protection Officer: GTT has a Data Protection Ofﬁcer. His or her role is to spread a culture of protection of personal data based on compliance with the speciﬁc regulations for data processing and storage and respect for the individual freedoms of individuals: customers, partners, visitors and staff.

Ethics Officer: he or she monitors the implementation of ethics provisions and policies within the Group. He or she is responsible for ensuring compliance, by raising the awareness of Group employees on compliance issues and by coordinating the follow-up actions, including, if applicable, legal actions, for all ethics violations of which he or she is informed.

The 2015 update emphasises agility, risk management and performance. Note that a re-certification audit took place in October 2019 without any noncompliance being found. This certiﬁcation attests to the Group's commitment in terms of quality, and enables the continuous improvement of its performance to be measured. The beneﬁts of ISO 9001 certiﬁcation concern both internal and external stakeholders.

This is complemented by a business continuity plan and disaster recovery plan to allow the Company to continue to access its critical IT infrastructures within a speciﬁed timeframe in the event of a major incident. Crisis management procedures, activation of the disaster recovery plan for dealing with incidents and the emergency plan are therefore in place.

The business continuity plan was implemented at GTT SA level in March 2020 to cope with the coronavirus crisis and organise work from home for most employees.

The internal audit plan is based on different components:

Delegations of powers and responsibility

Delegations of powers are in place and are updated as the organisation evolves.

This delegation system allows better organisation of the Company and a greater balance between operational and legal responsibilities. It also establishes a separation of powers inherent

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in ensuring segregation of duties and therefore an internal quality audit. The system of delegation of powers concerns in particular:

banking signature authority (to make bank transfers and payments to third parties);
commitment delegations (purchases, orders, contracts); and
authority in the field of health, safety and the environment, particularly concerning accident prevention plans when subcontractors work on site, and ﬁre permits.

Effective and secure information systems

The general and cost accounting software implemented in 2013 provides teams with features tailored to the Company's activity and organisation, which in particular includes the ability to meet strict management and reporting requirements.

In addition, the security of ﬁnancial transactions is ensured by:

separation of the scheduling and launching of disbursements;
individual payment ceilings (limited to members of the Company's Executive Committee) and a double signature requirement above the ceilings; and
validation of disbursements from the Company's main bank by digital signature only with authentication using personal electronic certiﬁcates.

The IT security plan addresses major incidents on the computer system (network failure, malicious act, cyberattack, etc.). IT engineers can, depending on the nature of the incident, resolve incidents related to the central systems (if need be, with support from the supplier concerned), treat a virus if necessary by contacting a computer security expert and/or decontaminating infected systems, and in the event of destruction or corruption of data, perform data restorations. Periodic backups are performed speciﬁcally for this purpose.

A business continuity plan can also be activated in the event of fire or water damage in the Company's computer rooms, or on the occurrence of any other event resulting in evacuation of the premises (pollution, alarm, sabotage, etc.).

For example, the main risks identiﬁed in terms of potential severity are related to incidents in the computer rooms or vandalism or hacking to the Company's facilities, as well as technical failures, or prolonged unavailability of IT resources, and environmental events or natural disasters.

An electronic document management system is used to make the document validation process more reliable via workﬂows deﬁned in advance and secure access by employees or contractors to the Company's documents.

Finally, a CRM (Customer Relationship Management) tool has been in use since 2015 and continues to be improved to optimise the monitoring of our customers and our outlook, from both a contractual and commercial point of view.

Updated, disseminated and accessible procedures

The procedures in place are the responsibility of their writers and the quality team.

Anyone in the Group may, through the Quality team, request the creation of a procedure. The Quality team decides the relevance

RISK FACTORS AND INTERNAL CONTROL

Risk management

and validity of the request and also creates or modiﬁes, if necessary, the procedure. It may be assisted or delegate the task by agreement with the writer's line manager and/or the applicant. The writer of the document is responsible for its content, application of the model and the application of this procedure. The workﬂow actors are determined by the quality team and the line manager. The writer and validating person cannot be one and the same. Any procedure is signed by a writer, a validating person, guarantor of compliance with business rules, and a member of the Quality team, who ensures that the document complies with ISO 9001 V2015.

When a procedure is approved, it becomes accessible to all Group employees. The Quality team usually distribute procedures and forms by email, but also via the Company's Intranet.

Procedures common to the Group are available for viewing in a common quality Directory in the Company's Electronic Document Management System. Procedures associated with a given process are also available in this System. All these procedures are accessible to all people working in the Group. However, changes are limited to duly appointed persons (including one person from the Quality team).

The procedures are reviewed periodically by the same functions as when they were created.

They are also updated due to:

recommendations from audit tasks or newly identiﬁed risks;
the transposition of new processes, or new rules in existing processes.

Processes and procedures in place are generally presented in an awareness session dealing with the Quality Management System for new employees during the New Employee Orientation organised by Human Resources.

Within each Division, a Quality officer is also responsible for presenting in detail the procedures that apply in particular in the entity in question.

The Intranet portal enables all staff to access approved procedures. A link is made with the Electronic Document Management System.

Best practices

In addition to the procedures outlined above, and to deﬁne the
behaviour and best practices to be adopted, the Company has
various charters:	3e148e1c9d58-
● the Internal regulations of the Board of Directors, specifying

the rights and duties of the Directors, particularly regarding the
prevention of insider trading and the operating procedures of
the Board of Directors, were adopted by the Board of Directors
of December 6, 2013.
The Board of Directors' Internal Regulations are regularly	a919
reviewed and were modiﬁed in particular following changes in
legislation and self-evaluations by the Board of Directors, and
also as part of the annual status report by the Board of Directors	-
-421e
on its operation. The Internal regulations were last modiﬁed on
February 20, 2019 ;
● an ethics charter, adopted in 2015 and reviewed on a regular	-d702
basis, is disseminated to all of the Group's employees. It deﬁnes
the principles according to which GTT conducts its business,	3403613e-WorldReginfo

and must be, for each, a standard for behaviour and action,
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Risk management

whether collective or individual. This charter applies to all GTT's employees (whether permanent or temporary), as well as to any person seconded to GTT by a third party provider. It reﬂects GTT's vision and values for the behaviour of its employees, ofﬁcers and Directors. The charter was supplemented by the appointment of an Ethics Ofﬁcer and the creation of various procedures and policies (details of which can be found in section 3.6.2 of this Universal Registration Document), particularly the formalisation of a signalling procedure to enable stakeholders to send queries to the Ethics Ofﬁcer in complete conﬁdentiality in the event of any doubt about the actions they should take or to report any issues. No signal was given leading to an investigation in 2019. The anticorruption system was strengthened in 2017 as part of the implementation of the Sapin II law. GTT accordingly used the services of a specialised counsel to assist with the mapping of the ethics risks induced by its organisation and its activities. The report resulted in the deﬁnition of a detailed action plan which was presented to the Company's Executive Committee and the Board of Directors' Audit and Risks Committee, in order to improve the effectiveness of the GTT ethics programme. In 2018 GTT obtained ISO 37001 certiﬁcation for its system of managing corruption risk. In September 2019, a new audit conﬁrmed that the policies implemented by the Company were satisfactory;

an IT charter deﬁning access conditions and rules for the use of IT resources and GTT communication systems. This charter also aims to make users aware of risks related to the use of these resources in terms of integrity and conﬁdentiality of the data processed. It appears in an appendix to the Company's Internal regulations that each employee receives on his or her arrival in the Group and was updated in September 2015 to incorporate changes made to the Group's IT environment;
information sessions are organised internally with the Group's employees covering their obligations relating to the holding, communication and use of information that may have an appreciable impact on the Company's share price. Employees with access to insider information can ﬁnd a presentation on the Intranet regarding the obligations in a listed company and more speciﬁcally covering insider trading; and
a charter relating to the possession and use of inside information is available on the Intranet to raise awareness of all employees concerning the concept of inside information, the associated consequences of holding such information and legal obligations and sanctions. In addition, a procedure to manage insider information was drawn up in 2016.

Dissemination of information

Employees who have access to inside information have at their disposal a Dissemination of information Various meetings are held in the functional and operational entities in order to allow the ﬂow of information necessary for the smooth running of the Group: team meetings, monthly meetings of the Company's Executive Committee, bimonthly meetings with key managers of the Company, regular meetings with the Chairman and Chief Executive Officer open to all employees in order to present the Group's situation, key developments and results, meetings with management to present strategy, action plans, and human resources' achievements and updates.

As the case may be, presentations are made available to managers for relaying the information provided.

64 GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

Risk assessment and governance

In accordance with the governance rules, the most important decisions, exceeding certain amounts, fall within the jurisdiction of the Board of Directors:

acquisitions and disposals;
signiﬁcant cooperation agreements;
patent title assignments;
conclusion of loans;
approval of business plans and budget targets; and
major strategic decisions.

Other decisions fall to the Chairman and CEO.

Every year, the Group performs a risk mapping exercise. This review, mainly carried out through interviews with the Executive Committee, can identify and update the main risks to which the Group is exposed and define the corresponding priority action plans. This map is reviewed yearly by the Audit and Risk Management Committee, then by the Board of Directors.

Actions were implemented based on the potential impacts of the assessed risks (human, ﬁnancial, organisational and reputational) and the probability of their occurrence.

Audit activities

The operational (Sales Management, Engineering, Innovation, and LNG Fuel) and functional (Administration and ﬁnance, Human Resources, and legal affairs) divisions are subject to regular reviews via suitable indicators aimed at monitoring:

the quality of services provided to customers both in terms of the quality of the deliverables provided and in terms of time;
the correct allocation of human and ﬁnancial resources based on the projects;
monitoring of the research and development project portfolio;
monitoring of sales prospecting and the order book;
monitoring of key risks and ongoing and potential litigation; and
control of expenditure and compliance with their budget.

Control of differences between the "actual" budget and estimates, as well as indicators and the dashboard are reviewed, at the very least, at quarterly business meetings at which members of the Executive Committee are present.

2.3.2.3 Audit procedures relative

to the preparation and processing of ﬁnancial and accounting information

Internal audit of accounting and ﬁnancial reporting by GTT and its subsidiaries is one of the major elements of the internal audit system. It aims to ensure:

compliance with applicable regulations for the financial statements and the accounting and ﬁnancial information;
the reliability of the published financial statements and the information provided to the market;
implementation of the instructions given by General Management; and
prevention and detection of fraud and accounting irregularities.

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Scope

GTT has been presenting consolidated ﬁnancial statements since the 2017 ﬁnancial year. For the 2019 ﬁnancial year, the consolidated subsidiaries with the following: Cryovision, Cryometrics, GTT Training, GTT North America, GTT SEA and the Ascenz group. At the date of ﬁ ling of this Universal Registration Document, the Company owns all of the share capital and voting rights of its subsidiaries (1), except for Ascenz in which it holds a 75% interest. The scope of the Group's accounting and ﬁnancial internal control includes GTT and its subsidiaries, whether the latter form part of the consolidation scope or not.

Audit players

As parent company, GTT deﬁnes and oversees the processes to prepare the accounting and ﬁnancial information for the Group entities. The direction of this process is the responsibility of the Chief Financial Ofﬁcer, and is provided by the ﬁnance department.

Two actors in particular are involved:

the Chairman and CEO is responsible for the organisation and implementation of internal and ﬁnancial auditing, as well as for the preparation of the ﬁnancial statements. He presents the ﬁnancial statements (interim and annual) to the Audit and Risk Management Committee and the Board of Directors, which approves them. He ensures that the process of preparing accounting and ﬁnancial information produces reliable information and gives a fair picture of the results and the ﬁnancial position of the Company;
the Audit and Risk Management Committee performs the checks and audits it deems appropriate.

Furthermore, the Administrative and Financial Division has, among other tasks:

to perform all accounting operations: bookkeeping, receivables and payables, ﬁxed assets, and payments;
to draw up the annual and quarterly ﬁnancial statements and deal with tax matters;
to supervise the ﬁnancial statements of subsidiaries;
to implement accounting and tax standards and procedures, and monitor cash management;
to implement and monitor budget control and cost accounting;
to assist the operational divisions in deﬁning the ﬁnancial, human and technical resources to be provided, including setting up the management information system (budgeting and monitoring reports);
to participate in the implementation of various economic studies; and
to contribute actively to strengthening the Group's internal audit by providing and updating the internal audit procedures within the Administrative and Financial Division.

Risks concerning the production of accounting and ﬁnancial information

The quality of the ﬁnancial statements production process comes from:

formalisation of the accounting procedures adapted to recurring jobs and to closing the accounts. The documentary references consist of:
- a business chart identifying each accounting activity, which players are involved and what documents are used,

Including the Icelandic company Marorka acquired in February 2020.

RISK FACTORS AND INTERNAL CONTROL

Risk management

- a list of priority accounting checks made, validated periodically by the duly appointed persons, and
- procedures and methods for the players involved in the finance department or elsewhere in the Group (closure instructions, in particular);
the accounting software for managing records and producing ﬁnancial statements;
the validation and updating of accounting procedures;
the justiﬁcation of balances and the usual reconciliations for validation and controls, in conjunction with management audit;
cost accounting reviews that validate, with the operational divisions, changes to the main line items in the balance sheet and income statement;
the separation of tasks requiring commitment authority (bank authorities or spending commitment authority) from those related to bookkeeping activities; if need be, compensating controls are put in place;
periodic audit of each subsidiary to ensure that the accounting policies implemented are correct; and
review of tax impacts and litigation.

Reviews and audit of ﬁnancial and accounting information

Within the finance department, bookkeeping by employees is reviewed by the head of department. The accounting treatment of IFRS restatements, complex operations and the accounts closing work are submitted to an independent public accountant (who is not the Statutory Auditor) and approved by the Chief Financial Officer at meetings to prepare the financial statements. Some speciﬁc adjustments are proposed by the public accountant and veriﬁed by the Company.

The CFO coordinates the ﬁnancial statements and forwards them to the Board of Directors, which notes the report by the Chairman of the Audit and Risk Management Committee.

The CFO defines the financial communication strategy. Press releases relating to the ﬁnancial and accounting information in the interim and annual ﬁnancial statements are subject to approval by the Board.

The ﬁnancial and accounting information is shaped by the investor
relations department of the Administrative and Financial Division,	3e148e1c9d58
to processes
which ensures compliance with AMF recommendations on the
matter.
2.3.2.4 Description of improvements
	-
In 2020, the Company will primarily ensure that:	-a919
● continue the improvement of IT tools for simplifying and
optimising processes;	421e
● continue updating and formalising procedures;
	-
● it follows any recommendations made by the Statutory Auditors	d702
following the review of the internal control procedures in place in
a subsidiary and formalises the procedures and circulates them	-
3403613e-WorldReginfo
within the Group; and

● it ensures that action plans resulting from recommendations
made following internal or external audits are implemented.
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SOCIAL,

ENVIRONMENTAL

AND SOCIETAL

INFORMATION

3.1	OVERALL APPROACH AND METHODOLOGY	68	3.5	PEOPLE-DRIVEN INNOVATION AND GROWTH	74
3.1.1	Governance of the sustainable development approach 68	3.5.1	An evolving Group	74
3.1.2	Particular context of the Statement of Non-Financial		3.5.2	Appeal and talent management	76
	Performance	68	3.5.3	Highly qualiﬁed employees and skills development	78
3.1.3	GTT's sustainable development commitments	68	3.5.4	Compensation and beneﬁts policy	79
3.1.4	Reporting methodology	70	3.5.5	Employee savings	79
			3.5.6	Social relations	81
3.2	BUSINESS MODEL	70	3.5.7	Health and Safety and well-being in the workplace	82
			3.5.8	Diversity and equal opportunities	84

GTT GROUP'S RISKS AND CHALLENGES
INNOVATION AT THE HEART OF THE GROUP'S STRATEGY

The challenges of innovation
An internal organisation focused on innovation
New technology development process
Sharing innovation with partners
Quality supporting innovation
Intellectual property

71	3.6	RESPONSIBLE BEHAVIOUR AND ONGOING

		STAKEHOLDER RELATIONS	86
	3.6.1	Safety of installations and crew	86

72 3.6.2 Responsible stakeholder dialogue promoting a

72		culture of integrity	88
72
73	3.7	PRINCIPAL ENVIRONMENTAL CHALLENGES	89
73	3.7.1	Technologies developed by GTT stand out for their
73
	environmental criteria	90
73
3.7.2	GTT's direct environmental impact	91

	3.7.3	LNG fuel: a major environmental opportunity	93
	3.7.4	Non-signiﬁcant items for GTT	94

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3.8

GOVERNANCE

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Overall approach and methodology

3.1 OVERALL APPROACH AND METHODOLOGY

3.1.1 GOVERNANCE OF THE SUSTAINABLE DEVELOPMENT APPROACH

Corporate Social and Environmental Responsibility (CSR) is the subject of a sustainable development policy and communication on non-ﬁnancial information overseen by the Company's General Management.

3.1.2 PARTICULAR CONTEXT OF THE STATEMENT OF NON-FINANCIAL PERFORMANCE

With the entry into effect of Order no. 2017-1180 of July 19, 2017, regarding the publication of non-ﬁnancial information, and setting the thresholds for listed companies, GTT is no longer subject to Article L. 225-102-1 of the French Commercial Code.

GTT is still required to present non-ﬁnancial information, particularly information regarding environmental and employee issues (CSR), in its management report (Article L. 225-100-1 I paragraph 2 of the French Commercial Code), but the presentation of this information is no longer subject to veriﬁcation by an independent third party.

In order to comply with the highest standards of non-financial information, GTT has decided to prepare a Statement of Non- Financial Performance on a voluntary basis. This approach has therefore been adopted in accordance with Article R. 225-105 of the French Commercial Code and its Decree no. 2017-1265 of August 9, 2017, issued pursuant to Order no. 2017-1180 of July 19, 2017.

Reporting scope

The scope of social reporting covers the GTT Company only. The workforces of the Cryovision, GTT North America, GTT Training Ltd., GTT SEA PTE Ltd., Cryometrics, Ascenz and Marorka subsidiaries are detailed separately. The workforce does not take into account temporary workers.

The scope of Health and Safety reporting includes the GTT Group (the Company and its subsidiaries excluding Ascenz and Marorka). Temporary workers are included in the Health and Safety reporting. The scope of environmental reporting only includes the registered ofﬁce of GTT in Saint-Rémy-lès-Chevreuse.

3.1.3 GTT'S SUSTAINABLE DEVELOPMENT COMMITMENTS

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In 2015, the United Nations adopted a new program comprising 17 Sustainable Development Goals (SDGs). The SDGs have been conﬁrmed as the new global framework for priority areas and these are translated for companies by means of the Global Compact (1),

SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION

Overall approach and methodology

the WBCSD (2) and the GRI (3) which form a new and comprehensive CSR framework. GTT has used this framework in order to identify its principal CSR issues.

CORRESPONDENCE OF SUSTAINABLE DEVELOPMENT GOALS AND ISSUES

talent

qualification

employees

installations

and

equal

Environmental

Recruiting

Health,

Stakeholder

Responsible

Impact

Diversity

developing

well

safety

fuel

change

Innovation

and

Employee

and

-being

relations

governance

technologiesLNG

climate

opportunitiesSafety

3	- Good health
& well-being		STRATEGIC SDGs

training
4	- Quality
7	- Clean
and affordable
energy

8 - Decent work and economic growth

9 - Industry, innovation

& infrastucture

13 - Measures to combat climate change

16 - Peace, justice & effective institutions

5 - Gender
equality		COMMITMENT SDGs

12	- Responsible
10	- Fewer
inequalities
consumption
& production

14	- Life below
water		CONTRIBUTO SDGs

15	- Life on land

The Global Compact is an initiative of the United Nations launched in 2000 to encourage companies throughout the world to adopt a socially responsible approach by undertaking to incorporate and promote several principles in relation to human rights, international employment standards, the environment and combating corruption.
World Business Council For Sustainable Development.
Global Reporting Initiative.

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SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION

Business model

The assessment of CSR issues was carried out in 2019 through a consultation exercise involving individual interviews with the technical, innovation, and human resources departments, the head of Quality, the head of Health & Safety and the Environment (HSE), as well as several operational managers. In addition to this

assessment, the following stages allowed the materiality for the Group to be assessed:

performing industry benchmarking;
comparison with the ﬁnancial risks assessment;
internal assessment of the principal expectations of internal and external stakeholders.

3.1.4 REPORTING METHODOLOGY

Method for reporting social, societal and environmental indicators

The social indicators are subject to a precise, uniform deﬁnition. The human resources department is responsible for collecting this information. Health and safety indicators are monitored by the operating divisions and by the relevant departments (General

Services, Human Resources and Accounting) under the overall responsibility of the HSE department.

Environmental indicators are mainly obtained from supplier data and are consolidated within the internal reporting system. The reporting of environmental indicators is carried out under the responsibility of the general services department.

GTT's CSR commitment is part of a continuous improvement approach.

3.2 BUSINESS MODEL

The detailed business model is presented in the introductory part of this Universal Registration Document. It is summarised in this chapter by way of a reminder of the Group's values and mission

MISSION STATEMENT

The outcome of many months of collaborative working, the GTT mission statement was approved by the Board of Directors on April 17, 2020.

"Our mission is to conceive cutting edge technological solutions for an improved energy efﬁciency. We bring our passion for innovation

GTT'S VISION

and our technical excellence to our customers, in order to meet their transformation challenges both for today and tomorrow.

The GTT teams are the cornerstone of this mission.

Committed and united, we are determined to contribute to building a sustainable world."

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SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION

GTT Group's risks and challenges

3.3 GTT GROUP'S RISKS AND CHALLENGES

The business-related risks presented in this chapter are essentially of a technological and human nature. They are described in economic terms in chapter 2 - Risk Factors of this Universal Registration Document. They have been allocated to the different Sustainable Development Goals in order to monitor the Group's contribution in the area of CSR and to assess the associated policies and performance.

Enjeux stratégiques

Engagements

Contributions

GTT GROUP MATERIALITY MATRIX

GTT Group's materiality matrix represents the CSR issues identiﬁed as a priority for the Group.

Stakeholder

Safety

SHAREHOLDERSOFEXPECTATION 5KIPKƂECPVMajorModerate

relations

of crews

Ethics

Innovation

LNG as fuel

Employee

skills

Climate

change

Responsible

Appeal &

governance

employee retention

Diversity & equality

Health and Safety

of opportunities

and well-being

in the workplace

Moderate

5KIPKƂECPV

Major

IMPACT OF GTT'S ACTIVITY

Innovation issues

Societal issues

Social issues

Environmental issues

LNG fuel is a major environmental	membrane containment technology for use in LNG fuel tanks within
opportunity and source of growth for GTT	merchant vessels.
The use of LNG as a fuel for merchant vessels is genuinely an
In 2017, GTT successfully entered the particularly promising LNG
opportunity to reduce polluting emissions and to comply with
fuel market and accordingly diversiﬁed its activity in the LNG
the new environmental regulations imposed by the International
market. The innovations developed by GTT enable it to adapt its
Maritime Organisation.

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Innovation at the heart of the Group's strategy

3.4 INNOVATION AT THE HEART OF THE GROUP'S STRATEGY

3.4.1 THE CHALLENGES OF INNOVATION

Innovation is the focal point for developing all of the Group's businesses and products. GTT's research and development activities aim to strengthen the Group's position as a leading technology player in the LNG supply chain.

GTT's innovation policy pursues three main objectives:

to remain receptive to the expectations and needs of LNG chain participants and develop innovative technological solutions by enhancing the performance and value in use of the technologies provided by the Group;
to establish the excellence of the Group's expertise in key areas such as how materials behave at cryogenic temperatures, thermodynamic system modelling and liquid motion in tanks; and
to promote innovation by ensuring processes, organisation and skills of the highest level within the Group.

Thanks to the know-how of its experienced team of engineers and its ongoing efforts in research and development, the Group designs and markets technologies which combine operational efﬁciency and safety to equip LNG carriers, LNG ﬂoating platforms and multi-gas transport vessels. It also offers solutions for using LNG as fuel for vessel propulsion and for onshore storage tanks, as well as a wide range of services: engineering, support in emergency situations, consultancy, training, maintenance support and production of technical studies.

The Group is constantly pursuing its innovation activities at all levels in order to create a "company of opportunities". Investing in innovation has enabled GTT to renew its portfolio of patents and helped it to preserve its position in the LNG shipping industry.

In 2019, GTT allocated a budget of 22.6 million euros to R&D.

For further information please refer to Section 1.2.3 - Innovation at the heart of the strategy and Section 2.2.3 - Innovation policy risks of this Universal Registration Document.

3.4.2 AN INTERNAL ORGANISATION FOCUSED ON INNOVATION

3.4.2.1 The innovation division

Engineers make up a signiﬁcant proportion of the teams, whose expertise and experience constitutes the Group's added value. 102 people, or 25% of the workforce work within the Innovation Division. In 2019, research and development expenditure represented 19% of GTT's operating expenditure.

3.4.2.2 Approach to innovation

cross-departmentalprocess called "Innovation Dynamic", driven by the Innovation Division, promotes the proliferation of ideas and their transformation into new products and services or patents. Employees are invited to submit their ideas via a dedicated platform. Each idea is reviewed by the Arbitration Committee which proposes an initial evaluation of its relevance and which methodologically oversees its further examination so as to reﬁne this evaluation and quantify the value of the idea or concept for the business.

As part of this cross functional approach, several initiatives were organised to maintain and improve the culture of innovation within the Group. The main examples of this are brain storming sessions, training courses, conferences and internal challenges.

The basis of this upstream innovation activity is primarily internal creativity. In addition, directed creativity processes, which target requirements and issues identiﬁed by customers, are organised to take advantage of the expertise of GTT's engineer-researchers and provide customers with appropriate responses.

As at December 31, 2019, GTT owned 1,722 patents that were active or in the process of being filed in almost 60 countries, corresponding to 301 inventions. The average term of validity of patents in the portfolio is 16 years.

An incentive policy to reward inventions has also been introduced. It has been promoted signiﬁcantly towards employees and facilitates the emergence and maturing process for new ideas.

For more information please refer to Section 1.2.3 - Innovation at the heart of the strategy of this Universal Registration Document.

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3.4.3 NEW TECHNOLOGY DEVELOPMENT PROCESS

The development strategy is accordingly prepared on the basis of high quality and attentive external relationships with customers, shipowners, gas companies and academic partners. The ideas identiﬁed and selected are therefore worked on internally, through encouraging creativity and with the support of speciﬁc internal or external expertise.

The development of new solutions is carried out in accordance with methods and practices accepted by innovation management experts.

For more information please refer to Section 1.2.3 - Innovation at the heart of the strategy of this Universal Registration Document.

3.4.4 SHARING INNOVATION WITH PARTNERS

GTT supports innovation and works on research projects in partnership with engineering companies, research centres, universities and engineering schools

3.4.5 QUALITY SUPPORTING INNOVATION

GTT has accumulated considerable experience in the liqueﬁed natural gas ﬁeld and has become one of the leading players in the gas supply chain. The Group is committed to providing high quality technologies and services in accordance with its commitments to satisfying its customers. This certiﬁcation attests to the Group's commitment in terms of quality, and enables the

continuous improvement of its performance to be measured. The beneﬁts of ISO 9001 certiﬁcation concern both internal and external stakeholders.

In October 2019, a re-certiﬁcation audit took place and did not give rise to any noncompliance.

3.4.6 INTELLECTUAL PROPERTY

Knowing how to protect the Company against any form of malicious attack is a major issue for GTT. The activities of the Group, which are predicated on its know-how and expertise, require protection of its inventions and of all the working documents and information created, classiﬁed and exchanged internally via its IT network.

The Group's policy is to ﬁle new patents on a very regular basis to protect its inventions. Accordingly, in 2019 60 new inventions were protected.

A confidentiality clause is added to Technical Assistance and Licensing Agreements (TALAs) under which GTT grants its customers rights to its technologies and to a large portion of its know-how.

For further information please refer to Section 1.2.3 - Innovation at the heart of the strategy and Section 2.2.1.2 Risks related to intellectual property of this Universal Registration Document.

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People-driven innovation and growth

3.5 PEOPLE-DRIVEN INNOVATION AND GROWTH

Innovation is a key driver in the development of all of GTT's business activities and products. This development could not take place without its highly qualified teams which are suited to the speciﬁc nature of its activities.

GTT's success is based on strong, shared human values. This major human asset allows the Group to build long-term relationships with its customers.

The Group pays particular attention to development of its employees, to the transmission of know-how, and to the implementation of a comprehensive, competitive and equitable compensation policy.

3.5.1 AN EVOLVING GROUP

On December 31, 2019, the Group employed 456 staff, 89% within the GTT parent company, the head ofﬁce of which is located in France at Saint-Rémy-lès-Chevreuse.

3.5.1.1 GTT's workforce

As at December 31, 2019, the Company had 405 employees, representing an increase of 16% in the workforce compared to December 31, 2018.

Headcount	2017	2018	2019
Total employees at 31 December	335	349	405
Permanent	297	304	329
Nonpermanent *	38	45	76

Permanent, ﬁxed-term, interns, apprentices.

Type of contracts	2017	2018	2019	Change
Permanent (CDI)	297	304	329	+8.2%
Fixed-term (CDD)	7	11	12	+9.1%
Project duration (CDC)	22	27	46	+70.4%
Internships	2	1	4	+300%
Work experience/apprenticeship contracts	7	6	14	+133%
TOTAL	335	349	405	+16%

It is important to point out that GTT has "project duration contracts" whose purpose is to support vessel-building projects.

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Breakdown of employees by division

LNG Fuel Division	1%
2%	General Management
Legal Affairs Division	10%
3%	Administrative
Human	and Financial
Resources	Division
Division	7%
	Commercial
	Division
48%	25%
Innovation
Technical
Division
Division

3.5.1.4 Breakdown of employees by status

3.5.1.2 Subsidiaries' workforces

At December 31, 2019 the employees of the six subsidiaries were broken down as follows:

Cryovision, created in 2012: 6 employees (based in France) on permanent contracts;
GTT North America, created in 2013: 1 GTT expatriate, 2 employees (based in the United States in Houston). The expatriate is included in the GTT workforce;
GTT Training Ltd. was created in 2014: 6 employees (based in the United Kingdom);
GTT SEA PTE Ltd, created in 2015: 1 expatriate included in the GTT headcount;
Cryometrics, created in 2015, had no employees at December 31, 2019;
Ascenz, shareholding acquired in January 2018: 37 employees at December 31, 2019.

3.5.1.3 Geographical breakdown of workforces

To support the activity of GTT, some employees of the Company are seconded to the sites of customers (shipyards) in South Korea and China.

At December 31, 2019, in addition to the three expatriates of GTT North America, GTT SEA PTE and the China ofﬁce, 60 employees of the Company were seconded outside France.

	2018	2019	%
Employees	12	19	4.7%
Supervisors	76	95	23.5%
Executive	260	287	70.9%
Interns	1	4	0.9%
TOTAL	349	405	100%

It should be noted that 70% of the total workforce are executives and are covered by the collective agreement for metallurgy engineers and executives and non-executive employees are covered by the collective agreement for metallurgy industries (workers, technicians and supervisors) applicable to the Paris region.

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3.5.2 APPEAL AND TALENT MANAGEMENT

GTT's people are a major asset the Group. Their commitment to GTT and our ability to develop skills are a major

objective of our growth.

Our HR ambition is to recruit potential and the best experts and to set up training plans to develop and ensure the employability of all our staff.

We also have a career management policy to promote the development of our employees and encourage internal transfers.

It seeks both people with technical experts (engineers and technicians in areas of instrumentation process, ﬂuids mechanics, calculation etc.) and people with a general background. Engineers are mainly graduates from the top engineering schools or scientiﬁc universities. Technicians contribute expertise in computer-assisted design, drawing or laboratory tests.

3.5.2.1 Internal and external recruitment policy

GTT's recruitment policy has two components, a ﬁrst concerning the internal policy on transfers and a second on external recruitment.

The core of the recruitments concern technical experts, technicians or engineers who are capable of working in ﬁ elds such as naval architecture, ﬂuid mechanics and many other areas. The Group also sets out to recruit talent capable of supporting the technical teams in their success.

To respond to these various recruitment requirements, the Group has a dedicated team within the Human Resources Division.

The Group's expertise in its area of activity, combined with its multicultural dimension, contributes to building its reputation and attractiveness.

3.5.2.2 Recruitment and departures

Recruitment	2018	2019
Permanent	27	51
Nonpermanent *	35	61
TOTAL RECRUITMENT	62	112

Excluding interns (as opposed to the other indicators in this report).

Departures	2018	2019
Permanent	15	29
Nonpermanent *	28	30
TOTAL DEPARTURES	43	59

Nonpermanent contracts: including summer jobs and ﬁxed term/project duration contracts, excluding interns (as opposed to the other indicators in this report).

The number of departures is explained by the natural attrition	shown by the relatively low turnover rate of 4.03% (1) (16 resignations)
inherent to the Group's activities, and the expiry of Nonpermanent	in 2019 (2.87% in 2018 compared with 10 resignations). This
contracts (CDD/CDC). The recruitment and skills on-boarding and	performance is notable in comparison with the average of 15% in
retention programme helps to retain permanent employees as	the engineering sector (2).

The departures that were recorded were resignations. (Number of leavers/average monthly headcount x100).
Source Syntec Ingénierie: Socio-demographic study of the digital, engineering and consulting branch. Summary report on the engineering sector, September 2014.

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3.5.2.3 Diversity for enhanced skills and expertise

27.16%
	21.98%
13.33%	12.35%

	8.89%
5.93%	6.17%
0.25%	2.47%1.48%
0.00%

Gaztransport and Technigaz are committed to recruiting skills and potential in order to maintain the expected level of excellence. For this, cultural diversity is crucial and the group acts to recruit people of all backgrounds. The solutions that the Group seeks to support its activities, and GTT's requirements for development, lead us to seek mature skills that we wish to still further improve. For this reason, the Group is committed to an inter-generational management policy for GTT employees. 89% of the Group's workforce are employees aged under 50 and the average age is

37.68. Whilst this youth constitutes a vital force of GTT, it is also necessary to capitalise on the knowledge of seniors and pass on know-how and key skills.

As at December 31, 2019, GTT had 45 employees aged 50 or more, i.e. more than 11% of the workforce.

A two-tier policy was put in place for 2019. GTT sought to recruit experts to handle the new challenges of its business, while retaining an active policy to recruit proﬁles aged under 30. They represent 29% of the volume of the Group's recruitments.

GTT is also committed to developing a work-experience policy to develop young talent. We more than doubled the number of interns in 2019 (see section 3.5.1.1 - GTT's workforce of this Universal Registration Document).

GTT is acting in favour of the feminisation of jobs in an industrial environment.

The Group takes part in events related to the promotion of technical jobs to women from the high school onwards, presenting female engineers and technicians who are ﬂourishing in their work. Our intention is to arouse interest in careers as early as possible amongst these young women. We also publish articles on our social networks showing testimonials of women working for GTT. The excellence of GTT relies on the diversity of its proﬁles and their everyday commitment.

3.5.2.4 Career management policy

The success of GTT is largely based on the commitment of its staff, their expertise and their involvement in the current and future projects of the Company.

The Group considers that the management of the careers of its employees is very important, in order to retain talent, develop key skills and offer careers that are in line with the aspirations of employees and the requirements of the Company.

Different systems are used to hold discussions with employees on their development: Professional interviews, individual career interviews with dedicated HR staff and, to support their development in terms of responsibilities: process of promotion and access to managerial status.

More overall career management also takes place through a skills map accompanied by an individual development plan and examination of succession plans.

In 2019, the new business development strategy enabled GTT to diversify its range of professions and offer career opportunities and increased responsibilities in these new areas.

Our objective is to maintain and develop the same level of expertise while retaining excellence at all levels of the Company.

The Group also continues to promote international transfers, offering secondment to shipyards abroad and transfers between sites and subsidiaries.

In 2019, 11.5% of employees changed jobs or received promotion.

Also, more than 74% of managerial functions and managers of subsidiaries abroad are occupied by employees who have been internally promoted.

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People-driven innovation and growth

3.5.3 HIGHLY QUALIFIED EMPLOYEES AND SKILLS DEVELOPMENT

Training is a major objective to support the

growth of GTT and the development of its

employees.

GTT sets out to develop the employability of all by implementing a skills development plan to serve the Group's strategy.

A driver of the development and professionalisation of GTT's staff, the training strategy responds to numerous key issues and objectives:

enable employees to maintain and develop their professional skills;
enable employees to adapt to the requirement to remain at the leading edge of new technologies and developments in our speciﬁc ﬁelds;
strengthen and develop practices in project management and leadership;
digitise our range of training courses.

Training indicators

To do this, GTT has allocated more than 5.5% of its payroll to training, with an increasing budget, which reached €498,000 in 2019, against €463,000 in 2018. This year, GTT's employees had 10,000 training hours.

This year, the Group again focussed on organising collective bespoke training courses, led by expert training bodies, and on individual training courses tailored to employees' speciﬁc needs.

GTT ensures that all of its employees have access to training activities. As a result, 70% of employees received training in 2019 (in addition to mandatory training) and this increases to 94% of employees over the last three years.

Employees on ﬁxed-term contracts also beneﬁt from the training policy: 85% of head ofﬁce employees on ﬁxed-term contracts were trained in 2019. Employees departing for shipyards have a full internal training curriculum before their departure, supplemented by language training if necessary.

20182019

Amount of training costs	€463,448	€498,425
Salary costs for the trained employees	€474,735	€469,856
Training costs/MS	6.0%	5.62%
Compulsory FPC contribution paid to the OPCA	€293,904	€331,502
Number of training hours *	10,297	10,243
Number of employees trained *	349	372
Executive	246	260
Non-executive	103	112

Mandatory training included.

In 2019, GTT focused on the following training sessions:

technical training, software and the oil and gas environment, which represent more than half of the relevant budget: high level bespoke training programs were discussed and designed with qualiﬁed organisations to enable the Company's technicians and engineers to develop and improve their discipline-speciﬁc skills;
practical training, with courses dedicated to cargo operations on simulator;
agile support methods to make customers' requirements the number one priority in projects, ensuring flexibility and responsiveness;
a management development program focussing on leadership abilities, teamwork, etc.;
anticorruption training in order to raise the awareness of all of the Company's employees and to reinforce the current ethical policy; internal auditors were also trained in audit practices;

educational programs to develop employees' language skills;
personal development actions on topics such as coaching, public speaking, communication and tutoring, etc.;
as safety is a core concern for us, training for registered ofﬁce employees (training in chemical risks, electrical certiﬁcations, etc.) and for employees working at shipyards or at sites (survival at sea, work in conﬁned spaces, ﬁrst aid training etc.);
general Data Protection Regulation (GDPR) awareness-raising and training for all employees in the context of the new regulation.

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People-driven innovation and growth

3.5.4 COMPENSATION AND BENEFITS POLICY

To attract and retain its talents, GTT has implemented a very attractive overall remuneration policy, composed:

of a basic salary, coherent with the market;
of individual variable elements (performance bonuses, compensation, payment of days put in the time savings plan and topped up by the Company, patent bonuses, out-of-hours duty bonuses, etc.);
of collective remuneration (proﬁt-sharing, incentive schemes and employer top-up);
of ﬁ nancing social-security coverage (payment of part of the health insurance contributions and almost all of the personal risk insurance contributions);
of free shares, through various assignment plans intended for employees.

3.5.4.1 Salary and bonus policy

Every year, the salary situation of each employee is reviewed, coherent with individual interviews. Budgets are dedicated for annual increases, for exceptional measures (support to promotions and job changing) and for bonuses.

3.5.4.2 Personal risk insurance coverage

As part of its overall compensation policy, GTT supports its employees through improved social welfare measures that are advantageous and based on:

additional health insurance offering the freedom to choose from several levels of cover; and
a beneﬁt agreement covering risks of illness, disability and death. GTT offers a contributions split that is very advantageous for employees.

3.5.4.3 CET ("time savings plan") system associated with a collective retirement savings plan

The introduction of a CET from 2011 allows the Group's employees to transfer days which may then be topped up at 35% and paid to employees upon their request.

In line with the CET, GTT introduced a collective retirement savings plan at Group level (PERCOG) as of March 26, 2012.

3.5.5 EMPLOYEE SAVINGS

The profit sharing and incentive schemes in force at GTT are intended to have employees share in the proﬁts of the Company in order to strengthen their involvement in the corporate project. Employees can also subscribe to the Group saving scheme.

At December 31, 2019, 506 employees still in employment or who had left the workforce held rights in the corporate mutual fund (FCPE) of the Group Savings Plan.

3.5.5.1 Group employee savings scheme - PEG

A group savings scheme was set up on March 26, 2012, for an indeterminate period, pursuant to the provisions of Articles L. 3331- 1 et seq. of the French Labour Code. It cancelled and replaced the previous scheme dated May 26, 2000. The scheme covers GTT and all Group companies in which GTT directly or indirectly holds or will hold 50% of the share capital.

All employees with at least three months' service with the Company and any retirees or early retirees who still hold shares may participate in the scheme.

Former employees who have left the Company while afﬁliated to the plan following retirement or early retirement may continue to make payments to the PERCOG as long as the payments are made to the plan before the date of retirement and their accounts have not been settled. These payments cannot be topped up by the Company.

Former employees of the Company who left for a reason other than retirement or early retirement may continue to make new and

voluntary payments to the present plan. However, this possibility is not open to employees who have access to a collective retirement plan (PERCO/PERCOI - inter-company) in the new company where they are employed. These payments do not receive any top up that may be paid by the employer (see Article 3.4 of the plan) and the expenses for their management are exclusively payable by the former employee who makes these payments.

When profit-sharing or incentive schemes are paid pursuant to the last period of activity of employees and these payments are made after their departure from the Company, these payments may be assigned to the plan. The payment of the incentive bonus or proﬁt-sharing entitlement is not subject to any top-up paid by the employer.

The Group savings scheme may be used to invest the following sums:

voluntary payments by beneﬁciaries;
amounts contributed by the Company and a complementary "top-up" payment equal to less than 8% of the annual Social Security ceiling per year and per employee, and less than three times the amount of the beneﬁciary's voluntary contributions. The employee savings scheme dated March 26, 2012 is adjusted to the legal ceiling, i.e. an annual top-up of 300% of the voluntary contributions of employees (incentive bonus and proﬁt-sharing entitlement included); and
the transfer of sums held in another employee savings plan or time savings plan.

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Sums deposited in the Group employee savings scheme are invested in shares of a corporate mutual fund (FCPE). Employees may choose between ﬁve FCPEs, including one socially responsible fund as required by the provisions of Article L. 3332-17 of the French Labour Code.

The shares of FCPE are locked up for a period of ﬁve years although early release is possible in certain speciﬁc circumstances set out in the applicable laws and regulations.

The Group employee savings scheme was amended in order to allow the implementation of the capital increase reserved for employees, the procedures of which are described in the prospectus accompanying the Company's initial public offering.

In particular, Article 6 of the Group savings scheme on the use of amounts paid to the Group savings scheme was completed to include a Company-dedicated FCPE entitled "GTT Actionnariat". A new article relating to the capital increase proposed to employees at the Company's market introduction was created. Article 7 on the capitalisation of revenues was modiﬁed to specify the consequences of the employee's choice for the payment of dividends or their capitalisation in the FCPE in Company securities.

Employees who have left the Company (other than retirees or early retirees) may no longer make voluntary contributions to the scheme but may still contribute their incentive bonus or profit-sharing entitlement. In this case, neither the incentive bonus nor the proﬁt- sharing entitlement will be eligible for the employer's top-up.

3.5.5.2 Group collective retirement savings plan - PERCOG

A Group collective retirement savings plan (PERCOG) was concluded on February 27, 2012 for an indeterminate period. It cancelled and replaced the previous scheme dated September 5, 2011. The scheme covers GTT and all Group companies in which GTT directly or indirectly holds or will hold 50% of the share capital.

All employees with at least three months' service with the Company and any retirees or early retirees who still hold shares may participate in the scheme.

Payments may be made to the PERCOG by:

voluntary payments by beneﬁciaries;
contributions from the Company, the complementary payment of a "top-up" ﬁxed at:
- 25% of amounts paid (giving entitlement to the top-up) arising from payments from the transfer of days of paid leave, extra days off pursuant to the French law on the reduction of working time, days when on-site representatives are stood down, and days of compensatory leave for the current year not taken from the employees time savings account. They are limited to 14 days per year,
- 100% of voluntary payments from employees limited to
  100 euros;
the transfer of sums held in another employee savings plan or time savings plan.

The amounts thus paid to the PERCOG are invested in units of a corporate mutual fund. Employees may choose between ﬁve FCPEs, including one socially responsible fund as required by the provisions of Article L. 3332-17 of the French Labour Code.

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The holders of units can choose between free administration or managed administration.

The corporate mutual fund units are unavailable until the unit holder's pension is settled, but early redemption may occur in the case of the occurrence of speciﬁc events speciﬁed by the applicable legal and regulatory provisions

3.5.5.3 Employee incentive agreement

2019 is covered by an employee incentive agreement within GTT and Cryovision. Any beneﬁciary employee may allocate all or part of their incentive bonus to the Group employee savings scheme (PEG) or the Group retirement savings plan (PERCOG).

3.5.5.3.1 Within GTT

GTT concluded an employee incentive agreement dated June 26, 2018, effective on January 1, 2018 for a term of three years and ending on December 31, 2020. It was the subject of a conformity amendment on December 10, 2018. All employees with at least three months' service as of December 31, 2019 are entitled to beneﬁt from this agreement. The aggregate incentive entitlement is allocated on the basis of salary corresponding to an effective length of service.

The incentive entitlement is allocated to beneﬁciaries subject to a certain level of net margin and provided that at least one objective is achieved from among four objectives relating to (i) ethics within the Company (ISO 37001 certiﬁcation), (ii) the number of patents ﬁled, (iii) customer satisfaction and (iv) penetration of the LNG Fuel market. If all objectives are achieved, the maximum amount that may be released stands at 10% of the payroll expense.

In application of the agreement of June 26, 2018, the gross amount of the incentive which must be paid for the ﬁnancial year ended December 31, 2019 amounts to €1,228,511.23 gross.

3.5.5.3.2 Within Cryovision

Cryovision concluded a new employee incentive agreement on June 15, 2018, effective on January 1, 2018 for a term of three years ending on December 31, 2020. It was the subject of a conformity amendment on July 4, 2019. All employees with at least three months' service as of December 31, 2019 are entitled to beneﬁt from this agreement. The aggregate incentive entitlement is allocated on the basis of salary corresponding to an effective length of service.

It is allocated to the beneﬁciaries provided that Cryovision's net income for the year is positive, after deduction of the incentive bonus and providing that at least one objective has been achieved amongst the ﬁ ve related objectives (i) TAMI revenue, (ii) revenue from other activities, (iii) quality management within the Company (ISO 9001 certification), (iv) ethics (ISO 37001 certification) and

maintenance of the OHSAS 18001 certification (ISO 45001 certiﬁcation). If all objectives are achieved, the maximum amount that may be released stands at 10% of the payroll expense.

In application of the agreement of June 26, 2018, the gross amount of the incentive which must be paid pursuant to the ﬁnancial year ended December 31, 2019 amounts to €21,193.01 gross.

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3.5.5.4 Company proﬁt-sharing agreement

GTT entered into a voluntary proﬁt-sharing agreement on March 6, 2000. An alternative formula to the legal benchmark formula is used to calculate the amount of the special proﬁt-sharing reserve.

The agreement was amended on March 26, 2012 to transform the Company agreement into a group agreement to include Cryovision. On April 13, 2012, after a referendum, Cryovision became a party to the profit-sharing agreement as established pursuant to the amendment dated March 26, 2012, it being effective for the ﬁrst time as of 2012.

This agreement was concluded for a term of one year with effect from January 1, 2012, renewal by tacit agreement and by ﬁnancial year.

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In respect of the year ended December 31, 2019, the gross amount which must be paid for the constitution of a company proﬁt-sharing reserve amounted to €6,014,178, of which €5,883,645.45 for GTT and €130,532.59 for Cryovision.

As is the case for the incentive agreement, the employees concerned must have been present in the Company in 2019 and beneﬁt from a minimum of three months of seniority as of December 31. Beneﬁciaries represent 428 employees at GTT and 6 employees at Cryovision.

The breakdown of the amount of the Special Proﬁt-sharing Reserve between the beneﬁciaries was made in proportion to the gross salaries reported to the administration by the two entities (GTT and Cryovision).

The breakdown thus made corresponds to slightly more than 26.6% of the amount of salaries thus recorded for each beneﬁciary.

3.5.6 SOCIAL RELATIONS

3.5.6.1 Social dialogue

In France, as the term of office of the personnel representative bodies expired in April 2019, elections took place to elect the members of the Economic and Social Council, which replaces the elected personnel representatives in the Company. This committee merges all of the personnel representative bodies, the personnel representatives, the works council and the health, safety and working conditions committee within a single new body.

It is this unique body, whose members (11 members and 8 replacements) were partly renewed, which is the new interlocutor of the General Management for social relations. These high- quality relationships follow on from what existed with the former personnel representative bodies. Consequently, the Economic and Social Council met 12 times during the year and during four meetings, subjects dealt with more specifically by the Health, Safety and Working Conditions Committee were put on the agenda, in accordance with legal provisions. Pursuant to these elections, the trade union representatives changed, as a new list presented by the UNSA emerged, with membership of 53.8%. Two union representatives were designated. They are the privileged interlocutors of the General Management in the negotiations carried out each year between unions and management.

The dialogue established between the management and the representatives within the Economic and Social Council always takes place as part of a constructive and open process. We would like to emphasise that, this year, an agreement was reached on gifting rest days to the close carers of a person who has lost autonomy or is disabled and to the parents of seriously ill children. Actions were taken pursuant to this agreement as soon as it was signed, thanks to the solidarity of employees.

Furthermore, although there are no personnel representative bodies within the subsidiaries of GTT, the personnel of Cryovision beneﬁt from the social work of GTT's Economic and Social Council.

3.5.6.2 Workplace integration

Since 2018, GTT has been committed to the PAQTE (1), a project aiming to promote the workplace integration of young people from "priority areas identiﬁ ed in municipal policies" (QPV), as well as working towards better economic inclusion of these regions and their inhabitants.

We strengthened our partnership by the signature, in November 2019, of a three-year agreement with the Prefecture of Yvelines, demonstrating our involvement and specifying our future approach.

This signiﬁ cant commitment for our company has already given rise to initial actions:

a recruitment campaign for apprentices from priority areas that integrated three young people after the holidays in September 2019.
Speciﬁc training was offered to all apprentice masters to ensure high-quality reception and good collaboration;
the arrival of 16 trainees from the "Jules Verne des Mureaux" secondary school as part of their 3rd year work-experience, including a visit to the laboratories and learning about our activities and our professions. This was a rewarding experience for the youngsters and for all those involved at GTT;
discussions on entrepreneurship with young high school pupils from Trappes; and
the payment of the apprenticeship tax to second-chance schools and production schools.

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Pacte avec les Quartiers pour Toutes les Entreprises (corporate agreement for neighbourhoods).

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3.5.6.3 Work organisation

Employees located in France, except for executive Directors, had the beneﬁt of "RTT days" involving reductions in working time.

In 2019, as in 2018, 97% of the total workforce of the Group was working full-time. Employees who work part-time do so at their own request.

Organisation of working time	2018	2019	%
Number of full-time contracts Women	62	75	19%
Number of full-time contracts Men	276	319	79%
Number of part-time contracts Women	8	8	2%
Number of part-time contracts Men	3	3	1%

3.5.7 HEALTH AND SAFETY AND WELL-BEING IN THE WORKPLACE

3.5.7.1 Health and Safety

Whilst the risk of serious accidents is limited and the frequency rate low due to the type of activity at GTT (engineering studies carried out in ofﬁces using IT tools), as in all activities, the Group is responsible for identifying the potential dangers and risks present on each of its sites, and evaluating their impact on the health of employees.

The Group's HSE management system - hygiene, safety and environment - includes all aspects necessary to prevent work- related accidents and protect its employees and those of subcontractors. A particular focus is given to the management of near misses, following a policy of prevention rather than cure.

Only the Cryovision Group's subsidiary is certified ISO 45001 (the transition with OHSAS 18001 having occurred in 2019). Cryovision employees carry out checks inside tanks, work with high temperatures and come into contact with ballast water and other sludges that may be contaminated. There are more risks associated with their activities and a recommendation was made to secure this certiﬁcation. On the other hand, the Group has based part of its HSE policy on the ISO 45001 standard introduced in March 2018 and future replacement (by 2021) of OHSAS 18001.

The CHSCT and HSE department work to identify and assess high- risk activities, in particular. These checks include:

procedures;
work instructions;
speciﬁc risk awareness-raising activities; and
regular HSE meetings.

The single general risk assessment document is updated on an annual basis. The Group has identiﬁed the nature of the risk for each work unit, process or machine. Preventive measures associated with action plans are implemented for each work unit.

In the same way, an evaluation of chemical risks is carried out periodically, in particular by means of an inventory and the location of chemical products on the GTT site. Part of this speciﬁc evaluation is added to the ﬁre service ﬁle, forwarded to the ﬁre stations liable

to intervene on the GTT site. The ﬁre-ﬁghters from the ﬁre station responsible for GTT's site make periodic visits to improve their intervention procedure and knowledge of the GTT site. This visit was particularly important given the frequent turnover of volunteer personnel working as ﬁre-ﬁghters.

Speciﬁc safety procedures have been developed, reinforced and multiplied within the departments and activities which are most exposed to risk, taking account of changes in the regulations and technical changes, including:

the research and testing laboratories designed to carry out ﬂuid dynamics tests in real conditions using wave simulators (hexapods), grouped into a single building developed and constructed with safety issues in mind;
the test laboratory dedicated to characterising the thermal and mechanical properties of materials and sub-assemblies, in particular in cryogenic conditions, and thermo-mechanical tests of materials and assembly in cryogenic conditions. There is a high risk of gas leaks and anoxia in some laboratories and employees are well-trained and have speciﬁc PPEs such as portable oxygen detectors;
the joinery and metallurgy workshops;
the industrialisation tooling development laboratory; and
foreign shipyards.

In order to prevent risks of accident or injury, in 2019, as it does every year, following a risk assessment the Group put in place action plans including:

distributing an HSE guide for the representatives on site;
ﬁtting three additional deﬁbrillators on the site;
securing the meeting rooms (in terms of cabling) following an internal audit carried out in 2018 on this subject;
improving collective protection equipment (basement and main service duct);
performing an external audit in the fourth quarter of 2019 on chemical risks;
producing a safety reception ﬁlm for visitors and employees;

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raising awareness in the form of animations (virtual reality workshops on first aid, fire, at-risk situations in an office or warehouse environment) or tutorials (the right of withdrawal, asphyxiation, cerebral stroke and commuting accidents); as well as
refurbishing a pedestrian walkway near to the beverage equipment, eliminating a risk of sprained limbs and improving quality of life at work through its aesthetic appearance (paved zone).

In 2019, 95 man-days HSE training were provided, i.e. 130 people trained in workplace health and safety. Training focused on the following topics:

workplace health and safety and recycling;
health and safety in a digital environment;
ﬁrst-aidfor GTT personnel in South Korea and China;
risky behaviours, provided to GTT employees based in South Korea;
evacuation personnel;
ﬁrst response teams on extinguisher handling;
instruction on chemical risks (notably those related to the use of liquid nitrogen);
working at heights and in conﬁned spaces;
electrical accreditation (initial training and renewal);
renewal of Safe Driving Certiﬁcate (CACES);
using pallet trucks.

The work begun in 2018 on near miss declaration was continued in 2019: 37 declarations (24 in 2018 and three in 2017), which generated 25 action plans (15 in 2018).

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3.5.7.2 Health and safety of employees seconded abroad

At December 31, 2019, 60 employees were seconded outside France, mainly to South Korean and Chinese shipyards, and are therefore subject to local health and safety regulations. The Health and Safety risks related to working conditions in naval shipyards are identiﬁed and examined each year by the CHSCT and the HSE department.

Health and safety policies are different at the various shipyards and are veriﬁed locally by the shipowners. In order to ensure the best possible working conditions for its employees and to support local policies, GTT has deployed a network of health and safety managers at each shipyard whom GTT employers can ask for advice.

3.5.7.3 GTT's Health and Safety policy performance

GTT measures the performances in terms of safety by the frequency of work-related accidents with lost time.

These indicators include employees (on permanent, temporary and project contracts) and trainees of the Company. In 2019, GTT had 4 commuting accidents (including 1 with lost time) and 12 workplace accidents (including 1 with lost time). The very satisfactory results demonstrate the quality of safety management within the Group and the quality of the associated training.

	O Other	O Using a machine
	O Fainting	O Handling, Shock
	O Electricity	O Journey
	O Fall

HSE indicators	Deﬁnition	2018	2019
Number of hours worked	hours	635,180	651,231
Number of workplace accidents with lost time	Scope including temporary workers, unlike the	3	1
	social indicators
Number of commuting accidents		3	4
Number of occupational illnesses		0	0
Frequency rate of accidents with lost time	number of accidents with lost time/hours	4.72	1.54
	worked x 1,000,000
Severity rate of accidents with lost time	number of days lost/hours worked x 1,000	0.064	0.017
Number of employees seconded outside France	as at 31 December	41	60
Number of hours of safety training		165	95
Number of near miss declarations		24	37
Number of action plan generated following near		15	25
miss declarations

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3.5.7.4 Well-being at work

The well-being of employees is a major priority for GTT. Well-being at work is a motivating factor for any employee and beneﬁts the competitiveness and performance of the business.

Managerial training actions provided by an external consultancy began in 2019 to this end: helping team members to make progress, adapting one's style of management.

Lastly, the HSE department and the CSSCT regularly work with the occupational health service to improve quality of life and prevent psycho-social risks and occupational diseases. As an example, in 2019, the HSE department carried out a campaign of tests and provision of noise cancelling headphones for employees in

open-plan ofﬁces following information sent by the Health, Safety and Working Conditions Committee concerning concentration difﬁculties encountered by employees working there.

3.5.7.5 Absenteeism rate

The rate of absenteeism at GTT in 2019 was 3.33%. This rate is the result of measures taken internally regarding working conditions.

The absences taken into account are: sickness, exceptional leave, workplace and commuting accidents, paternity leave, maternity leave, sick children leave, parental education leave and leave without pay.

3.5.8 DIVERSITY AND EQUAL OPPORTUNITIES

GTT is faithful to its fundamental values which include diversity and respect for others. GTT is committed to promoting diversity within the business.

This commitment is led by its

General Management and the Executive Committee.

The Group's multicultural dimension contributes to its wealth of diversity. In 2019, the Group employed more than ten different nationalities.

GTT wishes to be a responsible employer and is committed to actions to support:

workplace equality;
people with disabilities;
access to employment for everybody.

3.5.8.1 Representation of women at GTT

Traditionally, the engineering professions have had a relatively low proportion of female employees. This low representation can be explained by the low number of women graduating from engineering schools, from which the majority of employees come.

The 2017 negotiations with trade union representative accompanied by two employees led to the signature of a company agreement on gender equality in the workplace in 2018.

The purpose of the agreement is to ensure that men and women are treated on an equal basis within GTT, and to develop actions to maintain this equality. A certain number of monitoring indicators have been deﬁned, and will make it possible to verify the effectiveness of the actions undertaken.

The agreement on equal opportunities for men and women identiﬁed the following objectives:

equal compensation;
access to employment/diversity.

GTT's diversity policy

GTT has adopted a pro-active policy to encourage diversity across all its functions and at all levels of responsibility. Since the Company's initial public offering, women's representation on the Executive Committee, which is GTT's main management body, has thus ranged between 30 and 50%. Following a number of changes and organisational improvements, it reached 22% in March 2020. This remains in line with the gender parity ratios in GTT (20.5%) and the Company's targets (20% minimum, particularly on the Executive Committee), which are set with regard to the industry. GTT's diversity policy aims to achieve a balanced and coherent representation. The achievement of these targets concerns recruitment, women's promotion within the Group and compensation. The Group has thus undertaken to have at least one female applicant for any management job opening, to allocate part of its apprenticeship tax to associations supporting women in the ﬁeld of engineering and to ensure gender equity within the framework of the mandatory annual appraisal meetings.

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In 2019, 112 employees were recruited, 35% of whom were women. The policy carried out by GTT has slightly increased the share of women in the Group's workforce.

Breakdown of employees by gender	2018	%	2019	%
Men	279	79.9%	322	79.5%
Women	70	20.1%	83	20.5%
TOTAL EMPLOYEES	349	100.0%	405	100.0%

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Access to identical training for men and women

Access to vocational training is, in effect, a decisive factor in ensuring genuine equal opportunity in people's career paths and the professional development of men and women. The Company ensures that men and women take part in the same types of training both for the development of individual and vocational skills and for adapting to corporate developments.

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In 2019, the rate of access to training (excluding mandatory training courses) for men and women was 70% and 91% respectively.

Workplace promotion

In 2019, three women were Directors and represented 43% of the Executive Committee.

In 2019, 12% of employees saw their career progress, of whom 12% were women.

Breakdown of GTT employees by gender and status	2018	2019
Men	279	322
Executive	212	234
Non-executive	66	88
Women	70	83
Executive	48	53
Non-executive	22	30

Workplace equality index

GTT's 2019 workplace equality index was 73/100.

		Score obtained	Scale	2018 Reminder
Indicator 1	Compensation differences	38	40	40
Indicator 2	Differences in increase rates	0	20	5
Indicator 3	Differences promotion rates	15	15	NA
	Percentage of employees having received an increase
Indicator 4	upon return from their maternity leave	15	15	15
	Number of employees of the underrepresented sex
Indicator 5	amongst the 10 highest-paid	5	10	10
TOTAL		73	100	82

Our result is down compared to 2018 (82/100), for the following reasons:

Indicator no. 1: difference in compensation. Our score is 38/40 (against 40/40 last year)

Out of 353 employees covered by the analysis, 60 were not eligible for annual salary measures: hired between the end of 2018 and the beginning of 2019, they had no salary increases or bonuses that year.

Amongst the 60 persons concerned, 28% are women, while the breakdown between men and women working at GTT is 80/20%. This recruitment trend finally had an unfavourable effect on indicator no. 1.

Indicator no. 2: increase rate. Our score is 0/20

This score is explained by the high number of persons recruited at the end of 2018 and the beginning of 2019, who did not beneﬁt from salary measures in the same year.

Indicator no. 5: highest compensation. Our score is 5/10

The score of 5/10 is due to the absence of a Human Resources Director during most of 2019.

As the index obtained in 2019 was down by 75 points, the Company will implement corrective measures, in line with the Economic and Social Council.

3.5.8.2 Workplace and employment conditions

GTT's role in integrating disabled workers

GTT rejects all types of discrimination during the recruitment process and is committed to allowing access for disabled workers to all positions open to recruitment. The Company had one disabled employee at the end of 2019.

For several years, GTT has worked in partnership with a sheltered workshop, ESAT Communauté de l'Arche, located in Saint-Rémy-lès-Chevreuse. This association employs and welcomes disabled workers. Hence, in 2019 15 people were responsible for various services at the Company's registered ofﬁce, particularly the maintenance of the gardens.

In 2020, the Group plans to negotiate an agreement on disability, aiming to raise the awareness of employees about it.

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3.6 RESPONSIBLE BEHAVIOUR AND ONGOING STAKEHOLDER RELATIONS

3.6.1 SAFETY OF INSTALLATIONS AND CREW

There are a number of guidelines and recommendations intended to ensure the safe operation of LNG facilities and personnel in the maritime sector.

Transport safety represents a priority in the liqueﬁed gas industry, due to the high cost of the cargo and the very high level of safety required by maritime authorities. This involves extremely rigorous temperature and pressure checks, continuous monitoring to ensure that there is no oxygen in cargo areas, and strict procedures for inspecting the tanks, etc. Piloting, operating and maintaining LNG carriers requires professionalism and constant vigilance by specially trained crews. The safety of people and technologies is at the heart of the concerns of the Group, which invests heavily in R&D to prevent any risks associated with its technologies. As an important player in the LNG sector, GTT is responsible for supplying carriers with optimal transportation conditions, associated with an extremely safe technology.

Since the ﬁrst LNG carriers were delivered by Technigaz in 1964, tens of thousands of LNG shipments have been made without a single incident of an LNG cargo being lost. This is the result of a rigorous risk prevention system, continuous improvement in procedures, and a regular awareness-raising and training program for customers in transporting and handling the LNG cargo.

3.6.1.1 LNG training courses: GTT Training Ltd

GTT Training Ltd., a subsidiary of GTT, was created in 2014 in order to supervise the Group's external training activities. Piloted by an English-speaking team, this entity is intended to strengthen customers' skills and expertise. It has the task of providing LNG training at the Group's registered office and also at customers' premises internationally. There are two types of training provided by GTT and GTT training:

License holders - GTT technologies:
- GTT offers a training program for new license holders to enable them to understand and master the technologies, as well as their construction methodologies,
- GTT has provided training for engineer representatives of ship-owners, gas companies, classiﬁcation societies and repair shipyards four times a year for over 15 years. The training programs are directly related to the Group's business. They cover membrane containment systems and GTT services and are provided by a quorum of experienced speakers and engineers specially trained for this purpose. Training on the solutions available for LNG as fuel and the beneﬁts provided by the Group's technologies were also offered to potential license holders in 2019;

LNG in operation:
- since 2014, training programs covering different aspects of LNG operations and GTT technologies have been provided for gas ofﬁcers operating on LNG carriers, operators of LNG vessels and LNG terminals. The programs include an "LNG Cargo Operations" training course in compliance with the training standards recommended by SIGTTO (1) and other training courses on activities speciﬁc to LNG management, in particular operation of LNG Floating Storage and Regasiﬁcation Units (FSRUs) and LNG terminals. Training in LNG operations is carried out on a simulator designed by GTT Training, audited and validated by a Norwegian qualiﬁcation society. It enables officers and participants to experience numerous LNG operational situations in an extremely realistic environment; LNG as fuel and bunkering,
- training courses in the use of LNG as a fuel and for bunkering: introductory modules for operators planning on using LNG as a fuel, relating mainly to and operating vessels and associated bunkering operations. In 2019, this training was extended to include training for vessel crews using LNG as a fuel, particularly sessions on LNG operations, delivered using a simulator, and sessions enabling crew to comply with STCW (2) standards. LNG fuel simulation gives participants an understanding of how LNG is used as a fuel in practical situations.

In 2019, 423 customers and partners were trained in the speciﬁc characteristics of LNG. GTT is one of the few companies in the liqueﬁed gas industry to offer this type of service.

3.6.1.2 HEARS hotline

In 2014, the Group opened a hotline called "HEARS" which enables shipowners and operators to contact a dedicated team of GTT specialists 24/7 to deal with emergency situations concerning the systems developed by the Company to carry LNG. In 2019, GTT broadened the service with an offer adapted to LNG as a fuel.

These experts have undergone intensive training for two years to prepare for the six incident scenarios identiﬁed by GTT, validated by a qualification exam. In-service training, including exercises based on real situations, is then obligatory in order to maintain their qualiﬁcation. On December 31, 2019, GTT's HEARS service had 97 afﬁliated vessels (+15% compared to 2018).

The experts involved are on stand-by duty at home with two on each shift.

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Society of International Gas Tanker and Terminal Operators.
Safety, Training & Certiﬁcation of Watchkeepers.

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3.6.1.3 Supplier certiﬁcation

GTT provide each manufacturer (particularly shipyards) with a list of certiﬁed suppliers of materials. A speciﬁc GTT department is responsible for supplier qualiﬁcation. Its mission consists in making a rigorous selection of suppliers who provide the materials used in GTT technologies.

The latter must meet the requirements provided in the materials specifications. A Selection Committee approves the launch of the approval process for a new material following a thorough analysis of the ﬁle sent by the materials supplier.

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The decision is based on the quality of the supplier, the means of production, the characteristics of the material, the state of the market, and the effort made to provide materials which are increasingly environmentally friendly. After analysing the material safety data sheets, the Selection Committee will not propose materials if they are less environmentally friendly than those already available on the market.

For example, the regulation of blowing agents used in polyurethane foams is very closely monitored by GTT. A range of products using the latest generation of blowing agents is already available for GTT technologies.

Number of certiﬁed suppliers and materials

	2018	2019
Number of materials suppliers and subcontractors	72	72
Number of component suppliers and subcontractors	11 (1)	13 (2)
Number of approved materials	389	421
Number of approved components	38	40
Number of new materials approved by GTT	41	29
Number of new components approved by GTT	16	15

Including seven also materials suppliers.
Including nine also materials suppliers.

To date, 421 materials have been approved based on GTT requirements to meet the needs of membrane technologies, including 29 approved in 2018.

They involve 82 suppliers: 39 in South Korea, 16 in China, 9 in France, 5 in Japan and 13 in the rest of the world.

Geographical breakdown of suppliers

	2018	2019
Materials suppliers China	15	13
Components suppliers China	2	3
Materials suppliers Korea	31	29
Components suppliers Korea	9	10
Materials suppliers Japan	7	5
Components suppliers Japan	0	0
Materials suppliers France	6	9
Components suppliers France	0	0
Materials suppliers rest of world	13	13
Components suppliers rest of world	0	0

Supplier accreditation is subject to an audit to ensure performance	suppliers and shipyards. This approach to listing materials has a
of materials and compliance with social and environmental criteria.	real leverage effect on shipyards' purchases.
According to the results, some audits are repeated and, if the	The majority of suppliers are located in Korea and China. For
results are not satisfactory, suppliers may be excluded from the list
logistical reasons and in order to reduce the transportation of high-
of accredited suppliers.
volume parts, GTT supports the accreditation of local suppliers.
The accreditation process is carried out well in advance of projects

and GTT does not play a part in ﬁnancial negotiations between

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3.6.2 RESPONSIBLE STAKEHOLDER DIALOGUE PROMOTING A CULTURE OF INTEGRITY

For the Group, responsible behaviour and continuous relations with all stakeholders are the basis for durable, sustainable growth. It is for this reason that GTT is particularly attentive to the following commitments:

the transparency of information with respect to key stakeholders;
customer satisfaction and listening to customers;
support for local development by promoting local recruitment and partnerships; and
support for innovation by working on research projects in partnership with engineering companies, research centres, universities and engineering schools.

3.6.2.1 Conditions for dialogue with stakeholders

To ensure its long-term development, GTT develops a continuous, constructive dialogue with its professional and economic environment. GTT forms close relationships with a large number of stakeholders including:

the main new builds and repair shipyards;
ship-owners;
terminal operators;
classiﬁcation societies;
gas companies;
suppliers of the materials used by the Group's technologies;
the Group's suppliers (service providers, suppliers of products and materials);
the maritime regulatory authorities such as the IMO, the United Nations agency responsible for deﬁning the regulatory framework for maritime transportation, both for safety and environmental protection;
employees, candidates;
higher education establishments, research institutes;
the media; and
shareholders, ﬁnancial institutions, analysts.

For each of these families of stakeholders, GTT implements speciﬁc modes of dialogue.

The Internet site, formal and informal meetings - individual interviews, conferences, round tables, workshops - surveys and satisfaction questionnaires are some of the tools for dialogue and consultation implemented by the Group. GTT SA has been ISO 9001 certiﬁed since 2010. In September 2016, the second re- certiﬁcation audit took place (triennial cycle), and GTT took this opportunity to validate the transition ISO 9001: 2008 to ISO 9001: 2015. The 2015 update emphasises agility, risk management and performance. Note that a re-certiﬁ cation audit took place in October 2019 and did not give rise to any noncompliance. This certiﬁcation attests to the Group's commitment in terms of quality, and enables the continuous improvement of its performance to

be measured. The beneﬁts of ISO 9001 certiﬁcation concern both internal and external stakeholders.

As part of its Quality Management System, GTT regularly carries out satisfaction surveys with its internal and external customers. GTT carried out an external survey in 2019 to analyse satisfaction levels among its active license customers (shipyards and outﬁtters).

This survey looked at the quality of service provided by the Company, from upstream (order) to downstream (delivery) with active shipyards. Customers were asked about the entire "production process" including the pertinence and quality of deliverables - system plans, calculation notes, reports from deliverables. The challenge is to respect lead-times, remain attentive to quality and the reactivity of responses provided by the GTT teams and always listen to our customers' needs. A customer satisfaction level of 95% was achieved, a very high level which is constantly improving on results achieved in previous years.

3.6.2.2 Sharing best practices

One of GTT's main areas of focus in terms of dialogue with stakeholders is to share best practices in efﬁciency, and human and LNG installation safety. Every six months, the Group brings together managers of maritime companies and classification societies to work constructively together with the aim of continuous improvement.

These meetings are the opportunity to exchange on possible dysfunctions and create working groups to deal with them and resolve them. This feedback is collected in a database accessible by all stakeholders. Information transparency is a key element for GTT. This transparency provides the confidence and search for excellence carried out by the Group.

3.6.2.3 Fair practices, promoting a culture of integrity

The Group's management, in particular the Chairman and Chief Executive Ofﬁce, the Secretary General and all members of the Executive Committee, support and supervise GTT's ethics and compliance policy, and ensure its proper enforcement.

A strong message of "zero tolerance" for all forms of fraud and corruption is consistently supported by the Chairman and Chief Executive Ofﬁcer. The same message is supported by all managers at all levels.

GTT's principles of action are based on major international reference texts, particularly in terms of the ﬁght against corruption and fraud, respect for human rights and protection of personal data.

Ethics and compliance within the Group are overseen by the Board of Directors and managed by the General Secretariat, which also deals with compliance in terms of ethical matters, protection of personal data, export and embargo controls, representation of company interests and business secrecy.

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Assessing ethical risks is the subject of an annual mapping, which includes corruption, violations of human rights, failure to observe the rules of competition and/or embargoes, processing of personal data and the risk of noncompliance with GDPR (General Data Protection Regulations). This assessment is subject to an annual action plan, submitted to the Board of Directors, which leads to improving the effectiveness of GTT's ethics programme.

GTT's ethics and compliance programme is aimed at developing an ethics culture and practice based on:

the Ethics Charter, which establishes the general framework for the professional behaviour of each employee. Furthermore, it outlines the Group's ethics and compliance organisation;
policies and procedures dedicated to the prevention of fraud, corruption and inﬂ uence peddling (business consultants, gifts and invitations, ethical due diligences on stakeholders, conﬂicts of interest, etc.).

In 2018, the primary policies were updated, or new ones were issued in order to meet new national and international requirements: embargo/export controls; due diligences for investment projects, subcontracting suppliers.

The Group's new policy pertaining to whistle-blowers was deﬁned in 2017, incorporating the legal requirements of the Sapin 2 law, which allows any employee to report suspicions or breaches of ethical rules. There were no reports leading to an investigation being initiated in 2019.

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Principal environmental challenges

The Group is conducting a series of awareness and training measures, including a mandatory seminar to raise awareness of the risk of fraud or corruption for employees considered the most at risk.

Monitoring the implementation of policy in terms of ethics and compliance relies upon an annual compliance process and a scoreboard to monitor primary indicators (dissemination of ethics documents, training, implementation of ethics policies, etc.).

Internal audits are conducted in order to assess the effective implementation of policies and of the compliance program, and to deﬁne, where appropriate, measures for improvement.

In 2018, the Group obtained ISO 37001 certiﬁcation with regard to its anticorruption management systems. This certiﬁcation was issued by ETHIC Intelligence, a certiﬁcation agency specialised in certiﬁcation of corruption prevention programmes, which comply with the requirements of ISO v17021-1 & 9 standards. The audit certiﬁcation was conducted at the level of GTT SA. In September 2019, a re-certification audit confirmed the initial ISO 37001 certiﬁcation that was obtained the previous year.

The Group's adherence to international standards pertaining to human rights, including personal health and safety, and to the environment are the basic foundation of GTT's commitment, which it intends to apply wherever it operates.

3.7 PRINCIPAL ENVIRONMENTAL CHALLENGES

GTT is an engineering company specialising in liquefied gas containment systems. Natural gas beneﬁts from a reduced carbon footprint compared with other hydrocarbon fuels, in particular coal and oil. This makes it an attractive source of fuel in countries where governments are implementing policies to reduce emissions of greenhouse gases. Transported in liquid form in LNG carriers, it is odourless, colourless, nontoxic and noncorrosive.

As an essential link in the LNG chain, GTT's ambition is to contribute to the development of this fuel that is cleaner than other fossil energies, in order to provide energy to the greatest number of people.

However, managing the environmental impact of LNG throughout its value chain goes beyond GTT's sphere of inﬂuence.

For further information, please refer to Section 1.2 - The liquefied gas sector of this Universal Registration Document.

In this context, the main environmental challenges of the Group are:

direct impacts: to limit its impacts in terms of resource and energy consumption, greenhouse gas emissions and waste production on the Saint-Rémy-lès-Chevreuse site. In addition, no sites are ICPE - Installations Classiﬁed for the Protection of the Environment - or SEVESO classiﬁed;
indirect impacts: to help its ﬁnal customers - shipowners, gas companies - to transport or store liquid methane safely, whilst managing their environmental footprint; and
to promote LNG as fuel for the propulsion of merchant vessels, in order to respect the current international marine regulations.

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Principal environmental challenges

3.7.1 TECHNOLOGIES DEVELOPED BY GTT STAND OUT FOR THEIR ENVIRONMENTAL CRITERIA

The technologies developed by GTT allow shipowners to optimise	owners to the extent that such a decrease reduces the operating
the thermal performance and safety of the membrane tanks	costs of vessels. There is also a very signiﬁ cant reduction in CO2
that transport or store LNG. Continuous improvements in these	emissions per cubic metre transported (-43% in 10 years). The boil-
technologies have reduced the boil-off rate of cryogenic membrane	off rate of LNG on a vessel is one of the parameters for assessing
systems by more than 50% in 10 years. The decrease in the boil-off	the operating performance of the LNG containment system that
rate represents a real added value for gas companies and ship-	it carries.

Comparison of two LNG carriers in 2010 (Steam Turbine) and 2020 (MEGI/XDF) - Source GTT

					Savings of CO2
Engine type	LNG tank	Boil off per day	Size	Daily consumption	per m3 transported
Steam Turbine	Mark III	0.15%	145,000 m3	110 tonnes	-
MEGI/XDF	Mark III Flex+	0.07%	174,000 m3	75 tonnes	43%

By providing a high performance and robust technology, GTT is reducing its customers' energy losses, and this improvement was made possible by being innovative in terms of the products in the technologies on offer.

The Group gives access to its membrane technologies to the main naval shipyards around the world under license agreements. Nevertheless, in order to limit the risks arising from the installation and use of the technologies developed by GTT, the GTT teams present in the shipyards have developed strong skills in engineering, innovation and R&D to support the implementation of its solutions and products in these shipyards. GTT's engineers also assist customers during the construction of vessel tanks and onshore storage tanks, provide technical advice and ensure the compatibility of the implementation of GTT's technologies by the license holder.

The specialised qualiﬁcation service for suppliers' products allows GTT to offer a range of quality products with a lower environmental impact.

The principal materials used in GTT membranes

The membranes developed by GTT are composed of different materials selected by GTT's teams for their technical and environmental performance. The membranes have a lifespan equivalent to that of an LNG carrier, namely 40 years.

Polyurethane foams (R-PUF)

These foams allow the thermal conductivity in the tanks and therefore LNG losses to be reduced. They contain blowing agents and GTT is monitoring technical and regulatory developments related to them, in order to offer better solutions in terms of performance and environmental impact.

For example, R-PUFs with latest generation HFO blowing agents are already approved and offered in GTT technologies while R-PUFs expanded with HCFC-141b have been removed from the range.

Work has been carried out during production over the last two years on reducing loss rates from foams. The loss rate has dropped from 25% to 5%. This improved process has been offered for sale to the principal shipyard suppliers.

The foams are top of the range materials whose performance will not change over a 40-year period (the lifespan of an LNG carrier). There is no recycling stream for them and they cannot be reused. However, ﬁbre reinforced foams can be incinerated, with the smoke being treated, and can therefore be used as fuel in some cases. Suppliers have adjustable furnaces intended for this purpose.

Plywood

GTT uses suppliers from northern Europe and ensures that deforestation is offset by responsible and sustainable operations, by buying wood from environmentally accredited forestry concerns that are PEFC (1) and FSC (2) certiﬁed.

Metallic membranes

The metallic membranes in GTT tanks are made from Invar (Fe- 36%Ni) and stainless steel (Fe-Ni-Cr). APERAM, GTT's supplier, is ISO 14001 certified and produces 100% recyclable Invar and stainless steel in accordance with European standards. Metal materials are recycled by the suppliers whose policy is to buy back metal sheets at raw material cost.

Other products used

Chemical products, such as adhesives, mastics, paints, etc., are also used. These products are subject to:

a complete assessment that is recorded on Material Safety Data Sheets (MSDS);
a central record of the risks recorded on MSDS;
easy access to MSDS for all employees through the internal documentation system;
the automatic inclusion of complete MSDS in an appendix to materials accreditation reports;

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Program for the Endorsement of Forest Certiﬁcation.
Forest Stewardship Council.

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a reminder in pictogram form at the beginning of reports;
a follow-up with suppliers in order to reduce the risk level;
the replacement of products containing materials identiﬁed as carcinogenic (CMR);

SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION

Principal environmental challenges

alternative solutions being proposed to the extent this is possible.

In addition, within the chemical testing laboratory, a collection tank with a sufﬁcient depth has been installed to avoid all leaks into the soil.

3.7.2 GTT'S DIRECT ENVIRONMENTAL IMPACT

3.7.2.1 Consumption of raw materials and water

GTT's laboratories do not consume a signiﬁcant amount of raw materials and water.

The Group uses nitrogen to test the resistance of materials in cryogenic conditions. Nitrogen consumption has increased by 1% year-on-year.

In litres	2018	2019	Change
Consumption of nitrogen	1,077,870	1,090,677	1.2%

Water consumed by GTT's activity includes consumption required to carry out materials testing, but is mainly related to internal use in the Company restaurant, water fountains, drinks machines and sanitary facilities.

In 2019, the site had a 17.0% increase in its consumption due to work carried out on the buildings.

GTT has also implemented a policy aiming to reduce water consumption, by the installation of water consumption detectors installed in the sanitary facilities, and the progressive installation of sub-metering for water to better detect possible leaks.

In m3	2018	2019	Change
Water consumption	3,681	4,308	+17%

3.7.2.2 End of life of products and waste

As described above, the end of life management of products is the responsibility of the shipowner who has a "greenbook" listing all of the materials and products on a vessel.

Internally, the Group has installed systems for the selective sorting, collection and recycling of its waste, such as electrical and electronic equipment, batteries and accumulators, chemical waste, paper and organic waste.

This system encourages employees to adopt responsible processes and acts in terms of traceability and waste management.

Chemical waste - glues, aerosols, antifreeze, resins, soiled products, hydraulic oils - are recovered by a specialist partner. This partner created its own materials recycling channel to recycle all types of waste, including hazardous and complex waste.

In 2019, GTT generated 3.6 tonnes of chemical waste, compared with 3.5 tonnes in 2018. This was related to an increase in business activity.

Organic waste is collected by a regional organisation, specialising in the collection and treatment of waste.

GTT generated 89,760 litres of organic waste in 2019, a 25.5% drop compared to 2018. In addition, the Company generated 15,151 kilos of food waste, i.e. an average of 72 kilos per working day. Food waste is composted on site.

For security and conﬁdentiality reasons, paper is recovered by a specialist partner that destroys and recycles the paper fragments after destruction. 20 bins are installed on the Saint-Rémy-lès- Chevreuse site for employees to place their documents.

In 2019, approximately 7.47 tonnes of paper was recovered and recycled by the business, compared with 6.43 tonnes in 2018. This change is due in particular to the digitisation and clearance of the archives in the recovered spaces. Each year, the partner provides an environmental certiﬁcate indicating the number of trees saved - 127 in 2019 - with this service.

Electrical and electronic equipment waste are collected and recycled by a specialist partner. This waste concerns essentially ﬁxed and portable computers, servers, printers and copiers and video projectors. In 2019, 481 pieces of equipment were recycled. GTT has also donated 10 pieces of computer hardware in working condition to various organisations (schools and associations).

Printer and toner cartridges are also collected by a specialist service provider.

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Principal environmental challenges

Waste	2018	2019	Change
Chemicals (in tonnes)	3.5	3.6	+3%
Organic (in litres)	120,440	89,760	-26%
Paper (in tonnes)	6.4	7.5	+16%
Electrical and electronic equipment (in units)	195	481	+147%

3.7.2.3 GTT Group's direct impact on climate change

GTT does not consider that it is directly exposed to the impacts of climate change in the short and medium term. However, risks such as extreme weather events (risks of tsunami, rise in water levels, etc.) could impact certain key partners (shipyards in particular).

Energy consumption on-site includes heating, lighting and air- conditioning of ofﬁces.

In 2019, GTT recorded a 5% decrease in its electricity consumption compared to 2018. Gas consumption was stable (+1%) and fuel oil

Consumption of heating and electricity in permanent installations

consumption rose by around 10% due to greater use of the building in question.

GTT aims to implement more efficient management of its consumption via the following measures:

raising awareness of employees to eco-gestures;
installing presence detectors for lighting in the sanitary facilities;
improving ofﬁce layouts to limit energy consumption; and
using low energy-consumption light bulbs.

2018	2019	Change

Electricity (kWh)	2,735,969	2,611,421	-5%
Gas (kWh)	2,245,324	2,263,074	+1%
Fuel (in litres) *	4,500	5,000	+10%

Volume estimated based on invoicing. Does not take account of emergency diesel generator consumption.

The Company's activities that generate signiﬁcant greenhouse gases, are classiﬁed in three families of emissions (called "scopes"):

scope 1 - direct emissions;
scope 2 - energy-related indirect emissions;
scope 3 - other indirect emissions.

Scope 1

The Company's vehicle ﬂeet consists of ten vehicles. In addition, ﬁve vehicles have been provided for employees on the Saint-Rémy-lès- Chevreuse site for professional travel essentially in the Paris region.

Furthermore, in order to encourage employees to limit the use of their personal vehicles for journeys to work, a carpooling system is offered via the Group's Intranet site. In addition, since 2015, an electric shuttle bus service has been in place for employees between the regional express metro station (RER) and the site. A second shuttle bus was recently introduced between the Versailles Chantier station and the site.

	kWh	Total tCO2eq.
Gas	2,263,074	457.1
	Litres Total tCO2eq.	tCO2eq.

Fuel	5,000	10.1
	Litres Total tCO2eq.	Total tCO2eq.

Company cars and vehicles provided	13,580	36.5
		Total tCO2eq.

TOTAL SCOPE 1		503.7

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Principal environmental challenges

Scope 2

	Total tCO2eq.
Electricity	129.9

Scope 3

The signiﬁcant sources of greenhouse gas emissions resulting from GTT activities include uses linked to the GTT licenses awarded and employee travel by aeroplane to visit naval shipyards, notably in Asia, and to manage on-going projects abroad.

GTT has been monitoring emissions from employee travel by train and aeroplane for several years now. In 2019, these reached 3,605 tonnes of CO2, against 2,984 tonnes in 2018, representing an increase of 21% related to the increase in activity.

In tonnes of CO2	2018	2019	Change
Emissions related to employee travel (train, aeroplane)	2,984	3,605	+21%

To limit business travel, GTT encourages employees to use video- conference equipment as much as possible.

Concerning uses associated with the granting of licenses (vessel construction, commissioning by ship-owners and charterers), GTT

does not have the information required to enable more detailed reporting about climate issues at its disposal. The Group is working actively to improve the performance of its systems and reduce polluting emissions, originating particularly from the manufacture of the materials that make up its systems.

3.7.3 LNG FUEL: A MAJOR ENVIRONMENTAL OPPORTUNITY

The Group estimates that its development efforts in the burgeoning LNG as fuel market will significantly contribute to reducing the greenhouse gas emissions generated by merchant vessels, thanks to the replacement of oil by LNG.

For example, CMA CGM estimates the improvement in the energy efﬁciency index of a vessel fuelled with LNG compared to a vessel using fuel at 20%.

3.7.3.1 Energy transition plan instigated by the shipping sector

These development efforts are in line with the energy transition plan instigated within the shipping sector. Since 2008, the International Maritime Organisation (IMO) has been introducing pollution reduction initiatives that are gradually entering into force worldwide, particularly on the coasts of North America and Europe (Baltic Sea, North Sea and the English Channel).

At the end of 2016, the IMO conﬁrmed the implementation in 2020 of the Global Sulfur Cap which will limit sulphur emissions in the world's oceans to 0.5%.

The next stage involves the extension of nitrogen oxide emissions controls (NOx Tier III) to the North Sea and Baltic Sea in January 2021.

Moreover, in April 2018, the IMO announced a strategy to gradually reduce greenhouse gas emissions and, in particular:

to reduce CO2 emissions from all international maritime transport, by an average of 40% by 2030 compared with 2008,
to reduce the total volume of annual GHG emissions by at least 50% by 2050, compared with 2008.

3.7.3.2 The advantages of LNG as fuel

Amongst the solutions proposed, the conversion of merchant vessels to LNG propulsion is an alternative way of complying with current regulatory and environmental provisions.

Using LNG as fuel almost totally eliminates sulphur oxide emissions (SOx) compared to fuel oil propulsion. Furthermore it makes it possible to comply with regulations concerning emissions of nitrogen oxide, sulphur oxide, CO2, as well as particulate emissions and, in particular, the international Marpol convention (1).

By way of illustration, GTT considers that choosing LNG to propel a large container vessel can result in savings of 30,000 tonnes of CO2 a year.

The Group estimates that around 95,000 merchant vessels are affected by this transition.

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International Convention for the Prevention of Pollution from Ships (known as the MARPOL convention).

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SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION

Governance

Comparison of emissions for two fuel types

	Energy density	Engine yield	Over-consumption	SOx	NOx	Particles	CO2
Type of fuel	Mmbtu/tonne	g/kWh	%	%m/m	g/kWh	g/kg fuel	Kg/kWh

Low-sulphur-content oil	40-42	140	2-3%	0.5%	7-15	1-1.5	0.27-0.28
or scrubber (1)			(if scrubber)
LNG as fuel	48	180		0%	<1.5 (MEGI)	0	0.21
LNG vs. Oil comparison	+15-20%	+5-7%	+2-3%	No SOx	NOx:	No particles	CO2:
	denser	more efﬁcient	gain vs. scrubber	for LNG	-80 to 90%	for the LNG	-20 to 25%

Smoke scrubbers.

The Group focuses on the biggest vessels (container vessels, bulk carriers etc.) which represented a ﬂeet of around 6,700 at the end of 2019. For more information, please refer to Section 1.5 - Development of new activities by the Group of this Universal Registration Document.

3.7.4 NON-SIGNIFICANT ITEMS FOR GTT

Combating food waste is not particularly an issue for GTT. Not all of the Group's companies have a company restaurant. Where they do, they are operated by an external service provider. With regards to the GTT restaurant at Saint-Rémy-lès-Chevreuse, which affects the majority of the workforce, a system for selectively sorting and recycling food waste was introduced at the end of 2018.

The following issues do not generally apply to GTT:

combating food poverty;
responsible, fair and sustainable food;
respect for animal welfare.

3.8 GOVERNANCE

Information relative to the governance of GTT is given in section 4.1 - Presentation of the governance of this Universal Registration Document.

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CORPORATE GOVERNANCE

4.1	PRESENTATION OF GOVERNANCE	96	4.3
4.1.1	Corporate Governance Code	96	4.3.1
4.1.2	Management bodies	97
4.1.3	Board of Directors, composition and work	98

RELATED-PARTY TRANSACTIONS	147
Statutory Auditors' special report
on related-party agreements for the ﬁnancial year
ended December 31, 2019	147

4.2 COMPENSATION AND BENEFITS

120

4.2.1 Compensation of corporate ofﬁcers

for the 2019 ﬁnancial year

120

4.2.2 Policy on the compensation of corporate ofﬁcers

for the 2020 ﬁnancial year

137

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CORPORATE GOVERNANCE

Introduction

INTRODUCTION

Since its listing on Euronext Paris, the Company has put in place compliance with corporate governance principles pursuant to the statutory and regulatory provisions applicable to listed companies. In particular, the Board of Directors of the Company has compiled this report on corporate governance, in accordance with Article L. 225-37 of the French Commercial Code.

This report is intended to reﬂect the composition of the Board of Directors, the application of the principle of equal representation of women and men within it and within the executive bodies, the conditions of preparation and organisation of the Board's work, any limitations that the Board of Directors has made to the powers of the CEO, speciﬁc modalities for the participation of shareholders

in Shareholders' Meetings, the compensation of corporate ofﬁcers as well as to present the draft resolutions on the corporate ofﬁcer compensation policy. It covers the period between January 1 and December 31, 2019.

This report was presented to the Compensation and Nominations Committee regarding the elements relating to the composition of the Board of Directors, application of the principle of equal representation of women and men, the conditions for the preparation and organisation of the Board's work, the limitations that the Board of Directors placed on the powers of the CEO and other information related to corporate governance.

4.1 PRESENTATION OF GOVERNANCE

4.1.1 CORPORATE GOVERNANCE CODE

In accordance with Article L. 225-37-4 paragraph 8 of the French	4.1.1.1 Application of the AFEP-MEDEF Code
Commercial Code, the Company has the obligation to publish	The Company continues to endeavour to apply corporate
a statement of corporate governance mentioning the Corporate
Governance Code to which it refers voluntarily and states, where	governance rules. It refers to the Corporate Governance Code
appropriate, the provisions of that Code from which it diverges and	for listed companies published by AFEP and MEDEF (the AFEP-
the reasons for doing so.	MEDEF Code), which may be viewed on the AFEP (www.afep.com)
	and MEDEF (www.medef.com) websites.

4.1.1.2 Divergences from the AFEP-MEDEF Code

In accordance with the "apply or explain" principle described in Article L. 225-37-4 paragraph 8 of the French Commercial Code, the table below presents the Company's explanations for not applying some of the AFEP-MEDEF Code's recommendations.

AFEP-MEDEF Code Article	Explanation
Article 11.3	For 2019, the Board of Directors did not organise any meetings in the absence of executive ofﬁcers.
(Board Meetings and	The Company speciﬁes that the conditions for the compensation of executive ofﬁcers are subject to
Committee Meetings)	discussions in the Compensation and Nominations Committee without the executive ofﬁcers being present.
	Furthermore, the Audit and Risk Management Committee met once with the Statutory Auditors without
	the executive corporate ofﬁcers being present.

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CORPORATE GOVERNANCE

Presentation of governance

4.1.2 MANAGEMENT BODIES

Under the by-laws and the Internal Regulations of the Board of Directors, the person responsible for the General Management of the Company is either the Chairman of the Board of Directors who shall bear the title of Chairman and Chief Executive Ofﬁcer, or another person appointed by the Board of Directors among its members or outside, who shall bear, in this case, the title of Chief Executive Ofﬁcer.

The Board of Directors decides which of the two options it wishes to adopt by a majority vote of the directors present or represented.

If the Board of Directors decides to separate the ofﬁces of Chairman of the Board of Directors and Chief Executive Ofﬁcer, it appoints a Chief Executive Ofﬁcer.

When the Chairman of the Board of Directors is responsible for the Company's General Management, all of the provisions applying to the Chief Executive Ofﬁcer also apply to the Chairman.

At the proposal of the Chief Executive Officer, the Board of Directors may appoint, among its members or outside of the Board, one or two persons to assist the Chief Executive Ofﬁcer, who bear the title of Chief Operating Ofﬁcer.

Chairman of the Board of Directors (Article 15 of the by-laws, Article 14 of the Internal Regulations)

The Chairman of the Board of Directors is appointed for a period that cannot exceed the duration of his/her term of ofﬁce as director. The Chairman can be re-elected. The Board of Directors can dismiss the Chief Executive Ofﬁcer at any time.

The age limit for serving as Chairman of the Board of Directors is 70.

The Chairman of the Board of Directors organises and manages the work of the Board of Directors and reports thereon at the Shareholders' Meetings. He/she is responsible for ensuring that the Company's corporate governance structures, including the Board of Directors committees, function correctly and, more particularly, that the directors are capable of fulﬁlling their duties, in particularly within the Board of Directors committees.

The Chairman of the Board of Directors is available at all times for Board members who may ask him/her any question regarding their duties and he/she ensures that Board members devote the necessary time to issues affecting the Company and the Group's companies.

Non-votingBoard members (Article 20 of the by-laws and Articles 21.5 to 21.8 of the Internal Regulations)

Appointment of the non-voting Board members

The Ordinary Shareholders' Meeting may appoint, among shareholders or outside, non-voting Board members to the Board of Directors.

The number of non-voting Board members may not exceed three members.

Non-voting Board members are appointed for a term of three years, but they may be removed at any time by the Ordinary Shareholders' Meeting. Their term ends at the close of the Ordinary Shareholders'

Meeting called to approve the ﬁnancial statements for the previous ﬁnancial year and held during the year in which their term expires.

The non-voting Board members may be reappointed.

Any non-voting Board member who reaches the age of 70 while in ofﬁce is deemed to have resigned.

The non-voting Board members duties and, if applicable, compensation, fall within the competence of the Board of Directors and are described in the Internal Regulations of the Board of Directors.

Non-voting Board members powers and duties

The non-voting Board members are notified to attend all the meetings of the Board of Directors. They attend the meetings of the Board of Directors as scrutinisers and may be consulted by the Board of Directors. The Board of Directors may ask the non-voting Board members to carry out speciﬁc assignments.

They participate in the deliberations of the Board of Directors in a consultative capacity only.

The non-voting Board members are required to abide by the duty of conﬁdentiality referred to in Article 10 of the Internal Regulations of the Board of Directors.

Chief Executive Ofﬁcer (Articles 21, 22, 24, 25 and 26 of the by-laws and Article 5 of the Internal Regulations)

The Chief Executive Ofﬁcer is appointed by the Board of Directors for a term determined by the Board of Directors but which may not exceed his/her term of ofﬁce as director, where applicable, as well as his/her compensation. The Board of Directors can dismiss the Chief Executive Ofﬁcer at any time.

The age limit for serving as Chief Executive Ofﬁcer is 70.

The Chief Executive Ofﬁcer has the broadest powers to act in the name of the Company at all times and in all circumstances. He/ she exercises these powers within the limits of the Company's corporate purpose and subject to those powers expressly vested by the applicable legal and regulatory provisions in the Shareholders' Meeting and the Board of Directors, and subject to any prior authorisations of the Board of Directors required pursuant to the provisions of the Internal Regulations of the Board of Directors.

The Board of Directors may also set restrictions on the Chief Executive Ofﬁcer's powers upon his/her appointment and speciﬁc restrictions to his/her powers for a given transaction, which are recorded, if applicable, in the minutes of the meeting of the Board of Directors authorising the transaction.

The Chief Executive Ofﬁcer represents the Company vis-à-vis third parties.

Chief Operating Ofﬁcers (Articles 23 to 26 of the by-laws and Article 5 of the Internal Regulations)

At the proposal of the Chief Executive Officer, the Board of Directors may appoint, among its members or outside of the Board, one or two Chief Operating Ofﬁcers. They may be removed at any time by the Board of Directors, at the proposal of the Chief Executive Ofﬁcer.

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CORPORATE GOVERNANCE

Presentation of governance

The age limit for serving as Chief Operating Ofﬁcer is 70.

In agreement with the Chief Executive Officer, the Board of Directors sets the term of ofﬁce and scope of powers of each Chief Operating Officer. The Board of Directors may also set specific restrictions on their powers for a given transaction, which are recorded, if applicable, in the minutes of the meetings of the Board of Directors authorising the transaction.

The Chief Operating Ofﬁcers have the same powers as the Chief Executive Ofﬁcer vis-à-vis third parties.

General management practices and limitations of authority

By a decision made on December 11, 2013, the Board of Directors decided not to separate the functions of Chairman of the Board of Directors and of Chief Executive Officer and to entrust the

Management of the Company to the Chairman of the Board of Directors, who thus carries the title of Chairman of the Board and Chief Executive Ofﬁcer.

As at the date of filing this Universal Registration Document, Philippe Berterottière performs the duties of Chairman and Chief Executive Ofﬁcer of the Company.

The Board of Directors considered that the unified accounting mode was best for the organisation, operation and activity of the Company and allowed it to create a direct link between Management and the shareholders. Furthermore, the current composition of the Board of Directors and its committees ensures a balance of power within the Company's bodies, given the high proportion of independent directors on the Board and the committees, the full involvement of the directors in the work of the Board and its committees and the diversity of their proﬁles, skills and expertise.

4.1.3 BOARD OF DIRECTORS, COMPOSITION AND WORK

4.1.3.1 Composition

Composition of the Board of Directors

DIRECTORS IN OFFICE

The Company is a société anonyme à Conseil d'administration (joint stock limited liability company with a Board of Directors) governed by the applicable laws and regulations and by its by-laws.

The composition of the Board of Directors has changed since the Shareholders' Meeting of May 23, 2019:

upon proposal from ENGIE, the Board of Directors meeting on February 27, 2020, co-opted Pierre Guiollot as a director, replacing Judith Hartmann, who resigned;
At its meeting of April 17, 2020, the Board of Directors co- opted Isabelle Boccon-Gibod, independent director, to replace Françoise Leroy, who resigned, and whose term of ofﬁce was due to expire at the end of the Shareholders' Meeting of June 2, 2020. The Company will propose the ratiﬁcation of this co-opting and the renewal of the term of ofﬁce of Isabelle Boccon-Gibod for a period of four years.

The Board of Directors of the Company now has, at the date of ﬁling of this Universal Registration Document, nine members including three independents, and a non-voting member.

For purposes of their terms of ofﬁce, the members of the Board of Directors are domiciled at the Company's registered ofﬁce.

INDEPENDENCE OF THE DIRECTORS IN OFFICE - CONFLICTS OF INTEREST

The Board of Directors, meeting on April 17, 2020, after reviewing the recommendations of the Compensation and Nominations Committee, evaluated the independence of directors in light of all the criteria set by the AFEP-MEDEF Code and the Internal Regulations of the Board of Directors.

The Board of Directors concluded that, from the examination of the independence situation of the directors with regard to the criteria laid down by the AFEP-MEDEF Code, on April 17, 2020, four directors out of ﬁve are independent (44%).

Bruno Chabas, Andrew Jamieson, Christian Germa and Isabelle Boccon-Gibod meet all of the independence criteria.

To the Company's knowledge, there are no family ties between the members of the Board of Directors of the Company identiﬁed above.

The independence criteria adopted are shown in section 4.1.3.2

Conditions for the preparation and organisation of work in this Universal Registration Document.

WorldReginfo - 3403613e-d702-421e-a919-3e148e1c9d58

GTT - UNIVERSAL REGISTRATION DOCUMENT 2019

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GTT – Gaztransport & Technigaz SA published this content on 23 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2020 13:53:05 UTC

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