Corporate Governance and Shareholding Structure REPORT 2023

Pursuant to Article 123bis of Legislative Decree No. 58/1998. Approved by the Board of Directors on March 12, 2024 (Traditional Management and Control Model)

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Mission

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We have pledged to work alongside our clients and transform their strategies and projects into safe, competitive, sustainable infrastructures, plants and processes. We will accompany them along their path towards energy and ecological transition and support their journey towards Net Zero.

VALUES

We value creative talent. We look after people and the environment and are committed to building relationships of trust. We encourage an appreciation of diversity and we promote inclusivity.

THE COUNTRIES IN WHICH SAIPEM OPERATES

EUROPE

Albania, Austria, Belgium, Bulgaria, Cyprus, Denmark, France, Germany, Greece, Italy, Jersey, Luxembourg, Netherlands, Norway, Poland, Portugal, Romania, Serbia, Spain, Sweden, Switzerland, Turkey, United Kingdom

AMERICAS

Argentina, Barbados, Bolivia, Brazil, Canada, Chile, Colombia, Ecuador, Guyana, Mexico, Peru, Suriname, Trinidad & Tobago, United States, Uruguay, Venezuela

CIS

Azerbaijan, Kazakhstan, Russia

AFRICA

Algeria, Angola, Congo, Côte d'Ivoire, Egypt, Equatorial Guinea, Gabon, Ghana, Libya, Mauritania, Morocco, Mozambique, Nigeria, Senegal, South Africa, Tanzania, Tunisia

MIDDLE EAST

Bahrain, Iraq, Israel, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates

FAR EAST AND OCEANIA

Australia, Bangladesh, China, India, Indonesia, Japan, Korean Republic, Malaysia, Myanmar, Singapore, Thailand, Vietnam

Corporate Governance and Shareholding Structure REPORT 2023

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Executive Summary	2
Glossary	9
Corporate Governance and Shareholding Structure Report	10
Issuer profile	10
Basic principles and acquired values	11
Governance of sustainability	11
Management and control system	12
Regulatory System	13
Code of Ethics	14
Shareholding structure (pursuant to Article 123-bis, paragraph 1 of Legislative Decree No. 58/1998) as at Dec. 31, 2023	15
Share capital distribution (pursuant to Article 123-bis, paragraph 1, letter a) of Legislative Decree No. 58/1998)	15
Restrictions on transfer of shares (pursuant to Article 123-bis, paragraph 1, letter b) of Legislative Decree No. 58/1998)	16
Relevant shareholdings (pursuant to Article 123-bis, paragraph 1, letter c) of Legislative Decree No. 58/1998)	16
Shares with special control rights (pursuant to Article 123-bis, paragraph 1, letter d) of Legislative Decree No. 58/1998)	16
Shareholding of employees: exercise of voting rights (pursuant to Article 123-bis, paragraph 1, letter e) of Legislative Decree No. 58/1998) Voting rights restrictions (pursuant to Article 123-bis, paragraph 1, letter f) of Legislative Decree No. 58/1998) Shareholders' agreements (pursuant to Article 123-bis, paragraph 1, letter g) of Legislative Decree No. 58/1998) Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h) of Legislative Decree No. 58/1998) Statutory provisions for takeover bids	16 17 17 17
(pursuant to Article 104, paragraph 1-ter and Article104-bis, paragraph 1 of Legislative Decree No. 58/1998) Indemnification for Directors in case of dismissal (without just cause), resignation or termination following a takeover bid Directors' appointment or replacement and modifications to the Articles of Association Share capital increases and buy-back of treasury shares	18 18 18
(pursuant to Article 123-bis, paragraph 1, letter m) of Legislative Decree No. 58/1998)	19
Direction and coordination (pursuant to Article 2497 and subsequent of the Italian Civil Code)	19
Compliance with the Corporate Governance Code (pursuant to Article 123-bis, paragraph 2, letter a), first part, of Legislative Decree No. 58/1998) Board of Directors Board of Directors' role Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) of Legislative Decree No. 58/1998) Composition (pursuant to Article 123-bis, paragraph 2, letter d) and d-bis) of Legislative Decree No. 58/1998) Functioning of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d) of Legislative Decree No. 58/1998) 31 Role of the Chairman of the Board of Directors	19 20 20 23 25 32
Executive Directors	32
Independent Directors and Lead Independent Director	34
Management of corporate information	35
Board of Directors' Committees (pursuant to Article 123-bis, paragraph 2, letter d) of Legislative Decree No. 58/1998)	35
Board review and succession of Directors - Remuneration and Nomination Committee	37
Board review	37
Succession plans	38
Remuneration and Nomination Committee	38
Directors' compensation	40
Internal Control and Risk Management System	40
Board of Directors	43
Director responsible for the Internal Control System	44
Board of Statutory Auditors	44
Audit and Risk Committee	44
Director responsible for the Internal Audit function	46
Risk Management	47
Compliance	48
Organisational Model pursuant to Legislative Decree No. 231/2001 / Compliance Committee	48
External Auditors	50
Senior Manager responsible for the Company's Financial Reporting	50
Co-ordination of bodies involved in the Internal Control and Risk Management System	50
Interests of Directors and Statutory Auditors and transactions with related parties	51
Board of Statutory Auditors	51
Composition, appointment and functions of the Board of Statutory Auditors	51
Relations with shareholders	57
Shareholders' Meeting (pursuant to Article 123-bis, paragraph 1, letter l), paragraph 1, letter c) of Legislative Decree No. 58/1998)	59
Saipem Corporate Governance additional practices (pursuant to Article 123-bis, paragraph 2, letter a), second part, of Legislative Decree No. 58/1998) Events subsequent to year-end Considerations on the letter by the Chairman of the Corporate Governance Committee dated December 18, 2023 Tables Table 1. Shareholding structure Table 2. Structure of the Board of Directors Table 3. Structure of the Board Committees Table 4. Structure of the Board of Statutory Auditors Appendix A	60 60 60 62 62 63 63 64 65

The Corporate Governance Report is published on Saipem's website at www.saipem.com, under the "Governance" section.

(1) Paolo Calcagnini, with reference to the Board of Directors resolution dated May 27, 2022, is appointed Manager Charged with Preparing the Company's Financial Reports with all duties comprised in Legislative Decree No. 58/1998, directly referring to the corporate bodies in compliance with applicable laws.

(2) The Head of the Internal Audit function – Maurizio Bonzi – reports hierarchically to the Board of Directors and, on its behalf, to the Chairman, without prejudice to the fuctional reporting of the Head of the Internal Audit funcion to the Control and Risk Committee and to the Chief Executive Ocer and General Manager, as the director in charge of supervising the Internal Control and Risk Management System. (3) The Board Secretary – Simone Chini – reports hierarchically and functionally to the Board of Directors and, on its behalf, to the Chairman.

Share performance, 2023*

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(*) Source: Bloomberg.

Saipem Shareholders (%) as at Dec. 31, 2023

The Shareholders' Agreement in force between Eni SpA and CDP Equity SpA concerns the following shares brought by the Parties ("Syndicated Shares"): (i) CDP Equity SpA, No. 249,504,583 shares, representing approximately 12.503% of Saipem ordinary share capital; and (ii) Eni SpA, No. 249,504,583 shares, representing approximately 12.503% of Saipem ordinary share capital.

Saipem Shareholders (%) as of the date of publication of this Report

The Shareholders' Agreement in force between Eni SpA and CDP Equity SpA concerns the following shares brought by the Parties ("Syndicated Shares"): (i) CDP Equity SpA, No. 249,504,583 shares, representing approximately 12.503% of Saipem ordinary share capital; (ii) Eni SpA, No. 249,504,583 shares, representing approximately 12.503% of Saipem ordinary share capital.

The Shareholders' Meeting of Saipem SpA held on May 3, 2023 approved the proposal to authorise the purchase of treasury shares for a period of eighteen months from the date of the shareholders' resolution, up to a maximum of No. 37,000,000 ordinary shares and, in any case, within the maximum total amount of €59,300,000, to cover the 2023 allocation of the 2023-2025 Long-Term Incentive Plan. In execution of the aforementioned Shareholders' resolution, on January 15, 2024, the Company informed the market of the launch of the treasury shares purchase programme – pursuant to Article 5 of Regulation (EU) No. 596/2014, as subsequently amended – concerning a maximum number of 29,500,000 ordinary shares to be allocated to service the 2023 allocation of the 2023-2025 Long-Term Variable Incentive Plan. The Company bought back, as of the date of publication of this Report, a total of 22,500,000 treasury shares for a total value of €32,933,508 (weighted average price €1.4637). As a result of the purchases made since the start of the Saipem ordinary share buy-back programme and adding the treasury shares already in the portfolio, the total number of treasury shares held by Saipem as of the date of publication of this Report is 22,898,649, representing 1.15% of the share capital.

On April 9, 2024, pursuant to Article 120 of Legislative Decree No. 58/1998, as well as Article 117 of Issuer' Regulations, Norges Bank notified the Company and Consob that its holding in the share capital of Saipem SpA exceeded the relevant shareholding threshold, being equal to 3.298%.

Board of Directors

Composition

Director	Office	Role	M/m (*)
Silvia Merlo	Chairman	Independent (ex Leg. Decree 58/1998/Code)	M
Alessandro Puliti (**)	CEO and General Manager	Executive	M
Roberto Diacetti	Director	Independent (ex Leg. Decree 58/1998/Code)	m
Alessandra Ferone	Director	Non-executive	M
Patrizia Michela Giangualano	Director	Independent (ex Leg. Decree 58/1998/Code)	m
Davide Manunta (***)	Director	Non-executive	M
Marco Reggiani	Director	Non-executive	M
Paul Schapira	Director	Independent (ex Leg. Decree 58/1998/Code)	m
Paola Tagliavini	Director	Independent (ex Leg. Decree 58/1998/Code)	M

(*) Majority list (M)/minority list (m)

(**) Appointed by co-option by the Board of Directors on August 31, 2022 until the Ordinary Shareholders' Meeting convened to approve the 2022 Consolidated Annual Financial Report, replacing Pier Francesco Ragni, who resigned. He was confirmed as Board Director by the Shareholders' Meeting held on May 3, 2023, pursuant to Article 2386 of the Italian Civil Code. On May 3, 2023, the Board of Directors confirmed Alessandro Puliti, already General Manager of the Company, as Chief Executive Officer.

(***) Appointed by co-option by the Board of Directors on October 26, 2022 to replace Francesco Caio, former Chief Executive Officer and General Manager, who resigned on August 31, 2022. He was confirmed as Board Director by the Shareholders' Meeting held on May 3, 2023, pursuant to Article 2386 of the Italian Civil Code.

Changes from the previous Board of Directors

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	Current mandate
Number of Directors	9
Directors appointed by minority Shareholders	3
% of the least represented gender in the BoD	44.4%
% Independent Directors	55.5%
Directors' average age	55
Chairman-CEO or Chairman-controlling shareholder	no
Existence of the Lead Independent Director	no

GENDER DIVERSITY INDEPENDENT DIRECTORS

DIRECTORS' SENIORITY

11%

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

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Directors' competencies at the outcome of the 2023 Board Review

Operation of the Board of Directors as at Dec. 31, 2023

Number of Board Committee meetings and average member participation as at Dec. 31, 2023

Committee	Number of Meetings	Participation
Remuneration and Nomination Committee	12	100%
Audit and Risk Committee	18	93%
Sustainability, Scenarios and Governance Committee	10	97.5%
Related Parties Committee	5	100%

Board Review 2023

The Board Review took place	Yes
Evaluator	Board Review carried out by the consultant Crisci & Partners
Evaluating method	Questionnaires

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

RNC composition	Independent	Executive
Paul Schapira (Chair)	Yes	Non-executive
Alessandra Ferone	No	Non-executive
Paola Tagliavini	Yes	Non-executive

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NUMBER OF RCN MEETINGS PARTICIPATION

ARC composition	Independent	Executive
Paola Tagliavini (Chair)	Yes	Non-executive
Roberto Diacetti	Yes	Non-executive
Paul Schapira	Yes	Non-executive

SSGC composition Independent Executive Silvia Merlo (Chair) Yes Non-executive Patrizia Michela Giangualano Yes Non-executive Davide Manunta No Non-executive Marco Reggiani No Non-executive

RPC composition	Independent	Executive
Patrizia Michela Giangualano (Chair)	Yes	Non-executive
Paola Tagliavini	Yes	Non-executive
Roberto Diacetti	Yes	Non-executive

BOARD OF STATUTORY AUDITORS

Composition of the Board of Statutory Auditors

Statutory Auditor	Office	M/m
Giovanni Fiori	Chairman	m
Ottavio De Marco	Statutory Auditor	M
Antonella Fratalocchi	Statutory Auditor	M
Giulia De Martino (up to May 3, 2023)	Statutory Auditor	M
Norberto Rosini (up to May 3, 2023)	Statutory Auditor	M
Raffaella Annamaria Pagani	Alternate Auditor	m
Maria Francesca Talamonti	Alternate Auditor	M
Francesca Maurelli (up to May 3, 2023)	Alternate Auditor	m

EXTERNAL AUDITORS

External Auditors	Appointment	Duration
KPMG SpA	Shareholders' Meeting of May 3, 2018	2019-2027

GLOSSARY

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Board of Directors: the Board of Directors of the Issuer.

Code: the Corporate Governance Code for listed Companies (July 2018) in force until December 31, 2020, approved by the Corporate Governance Committee and endorsed by Borsa Italiana SpA, ABI, Ania, Assogestioni, Assonime and Confindustria.

Committee / CG Committee / Corporate Governance Committee: the Italian Committee for Corporate Governance of listed companies, endorsed by Borsa Italiana SpA, as well as by ABI, Ania, Assogestioni, Assonime and Confindustria.

Company or Saipem: Saipem SpA, with registered office at Via Luigi Russolo 5, 20138 Milan, Tax Code, VAT No. and registration with the Register of Companies of Milan, Monza Brianza, Lodi No. 00825790157.

Consob Issuers' Regulations: regulations issued by Consob through Resolution No. 11971 of 1999 (and subsequent amendments) on Issuers.

Consob Market Regulations: regulations adopted by Consob through Resolution No. 20249 of December 28, 2017 (and subsequent amendments) containing implementation rules of Legislative Decree No. 58/1998 on markets.

Consob Related Parties' Regulations: regulations issued by Consob through Resolution No. 17221 of March 12, 2010 (and subsequent amendments) on transactions with related parties.

Corporate Governance Code: the Corporate Governance Code approved by the Corporate Governance Committee on January 31, 2020.

CoSO Report: internal control system model issued by the Committee of Sponsoring Organisations of the Treadway Commission - 1992.

Issuer: issuer of stocks and shares referred to in this Report, Saipem SpA.

Legislative Decree No. 58/1998: Legislative Decree No. 58 (TUF - Testo Unico della Finanza, Consolidated Law on Finance), issued on February 24, 1998

Report: Corporate Governance and Shareholding Structure Report, which companies are required to issue in compliance with Article 123-bis, of Legislative Decree No. 58/1998.

Year: financial year 2023, subject of this Report.

Unless otherwise specified, the definitions concerning the following are those referred to in the Corporate Governance Code: directors, executive directors, independent directors, significant shareholder, Chief Executive Officer (CEO), management body, control body, business plan, concentrated company, large company, sustainable success, top management.

Corporate Governance and Shareholding Structure Report

The Report is designed to provide a general and complete overview of Saipem's corporate governance system. In order to comply with applicable laws and stock market listing standards, in keeping with the recommendations of Borsa Italiana SpA and of the relevant business associations, the Report also provides information regarding Saipem's shareholding, its compliance with the corporate governance codes established by institutional bodies and the relevant commitments to observe them, as well as the choices that the Company has made in implementing its governance.

This Report is available at Saipem's Registered Office, published on Saipem's website, and sent to Borsa Italiana SpA and the authorised storage mechanism "eMarket Storage" (), under the terms and methods provided by current legislation.

The information contained in this Report relates to the Year, unless stated otherwise.

The Sustainability, Scenarios and Governance Committee on February 21, 2024 reviewed the contents of this Report and expressed in its favour. The Board of Directors, having acknowledged the assessment of the Sustainability, Scenarios and Governance Committee, approved this Report at their Board meeting of March 12, 2024.

Issuer profile

Saipem is a leading global contractor with a significant local presence in strategic emerging areas such as Africa, America, the Middle East and South East Asia. Saipem enjoys a competitive edge for providing EPCI (Engineering, Procurement, Construction, Installation) and EPC (Engineering, Procurement, Construction) services to the Oil&Gas industry, both onshore and offshore, with a special focus on complex and technologically-advanced projects, including activities in remote areas, in deep waters and on projects involving the exploitation of gas or crude oil supplies in challenging environments. Saipem also offers drilling services which stand out in many of the most critical areas of the oil industry. The Company also carries out engineering services through simplified processes and innovative digitalisation models and operates in sectors such as renewable energy, infrastructure, decommissioning and maintenance, modification and operations. Moreover, in recent years, Saipem has strived to be an enabler of the energy transition by integrating environmental, social and governance sustainability (ESG) into its business strategies and processes.

Guided by the purpose "Engineering for a Sustainable Future", Saipem is recognised for its excellence in advanced engineering for the design, construction and operation of complex, increasingly innovative, safe and sustainable infrastructures and plants. Thanks to its engineering competencies, technological innovation capacity, strong problem-solving orientation and willingness to work as a team and as a system, it tackles the most complex challenges, fostering the development of the communities in which it operates. Saipem is present in more than 50 countries, and in almost every Oil&Gas market in the world, through a decentralised structure which enables it to respond to local needs and sustainability challenges. Wherever it operates, Saipem plays an active role in the local community, contributing to the social, economic and environmental life of each area, mainly in terms of local employment – totalling over 30,000 employees of 120 different nationalities – and long-term value creation. Saipem has always been actively engaged in developing relationships with local stakeholders, both in communities where it has a historical presence and in areas where it has recently entered.

Saipem is listed on Euronext Milan Stock Exchange managed by Borsa Italiana SpA.

Saipem falls within the definition of "large company" provided by the Corporate Governance Code, as its capitalisation exceeded € 1 billion on the last trading day of each of the 3 calendar years preceding the end of the reference year, and is also classed as a non-concentrated ownership company as the shareholders Eni SpA and CDP Equity SpA, which are parties of the current shareholders' agreement detailed below, do not hold, even through subsidiaries – trustees or third parties, the voting majority at ordinary shareholders' meetings.

From January 14, 2022, Saipem has adopted and, in February 2023, integrated an organisational model divided into 5 distinct business areas, each one with different dynamics, objectives and skills.

1) "Asset Based Services" (drilling, vessels, fabrication), based on a rigorous discipline of asset optimisation;
2) "Energy Carriers", for the design of complex plants or their conversion to low carbon with a growing focus on the best risk/return balance and with greater attention to margins;
3) "Robotics & Industrialized Solutions" for the development of the offer of modular/repeatable/scalable systems and monitoring and maintenance services based on digital technologies;
4) "Substainable Infrastructures": for growth in a sector that has become strategic in the new ecosystem of energy transition and sustainable mobility;
5) "Offshore Wind" established in February 2023, for the development of innovative technological solutions and the construction of fixed and floating- offshore wind farms.

Saipem is thus configured as a "One Company" organised into the above-mentioned five business lines.

Basic principles and acquired values

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Saipem's management and control bodies operate within a governance framework aligned with international best practices and the requirements of the Corporate Governance Code; the resulting system and organisation are suitable for analysing issues pertaining to business sustainability, contributing to the achievement of sustainable development goals, in particular those sanctioned by the UN in Agenda 2030 (i.e. the 17 Sustainable Development Goals (SDGs).

In fact, for Saipem, the concept of sustainability is embodied in a business model characterised by responsible operational management and in activities that create value for its stakeholders.

Saipem's approach to sustainability entails the integration of issues underlying all business processes and is geared toward operational and reputational excellence and the achievement of long-term objectives to prevent, reduce and manage possible risks and maximise the opportunities provided by the energy transition and market conditions.

Saipem operates within the framework of the main international references and guidelines, including the ten principles of the UN Global Compact, which it has been complying to since 2016, on environmental protection, respect for human and labour rights, and the fight against corruption, as well as the United Nations Universal Declaration of Human Rights, and the fundamental conventions of ILO - International Labor Organisation and OECD Guidelines on Multinational Enterprises.

Saipem's commitment is reflected in its "Sustainable Saipem" Policy, in its policies dedicated to managing environmental issues and promoting human and labour rights, and in its "Our Journey to a Sustainable Business" Sustainability Plan.

Governance of sustainability

Sustainability for Saipem is the ability to create shared value for its stakeholders. It represents a pillar of its strategy and an enabling factor for the role that the Company intends to play in the current economic, social and market context, particularly in the energy transition and in the implementation of sustainable infrastructures.

Saipem's "Sustainability Model", i.e. the framework of structures, programmes, and processes that strive to improve the Company's economic, environmental, and social performance to meet the interests and expectations of stakeholders, must also be supported by effective and inclusive governance.

In short, the system that Saipem has adopted, by following, on the one hand, the evolution of reference scenarios and stakeholder expectations and, on the other, by pursuing an ever increasing integration of ESG (Environment, Social and Governance) factors into its business strategy and in the development and adaptation of business processes, meets the legislative, regulatory and standard requirements of the context in which the Company operates, including client requirements and the financial community's evaluation criteria.

Saipem stakeholders, to various degrees and in various capacities, are engaged and periodically informed of the Company's programmes and performance on issues of sustainability, in order to show how the various activities and initiatives contribute to the achievement of the Company's short, medium and long term objectives.

Saipem has developed, in addition to its other engagement methods, a structured materiality process, a double materiality analysis (impact and financial materiality) applied to ESG issues, which follows the direct engagement of all categories of Company's stakeholders.

This process was carried out in 2023 in line with GRI Standards 2021, the relevant national legislation (Legislative Decree No. 254/2016) and the indications of the Corporate Sustainability Reporting Directive (EU CSRD Directive 2022/2464 of December 14, 2022).

The process saw the direct involvement of approximately 1,350 stakeholders, both internal and external, including the members of the Board of Directors, as well as customers, finance, institutions, suppliers, local communities, academia, opinion makers and employees. The results were presented in a dedicated session of the Sustainability, Scenarios and Governance Committee and the Audit and Risk Committee (December 12, 2023), as well as the Board of Directors (December 18, 2023).

For further details concerning the materiality analysis, please refer to the "Consolidated Non-Financial Statement 2023 (hereinafter NFS)" (pages 83 to 89).

The material issues highlighted by the assessment constitute the fundamental elements of two processes: strategic planning, which results in the annual update of the 4-year Sustainability Plan and the corporate disclosure on sustainability (NFS and Sustainability Report).

Specifically, in 2023 the Board of Directors approved the four-year 2023-2026 Sustainability Plan, named "Our Journey to a Sustainable Business", which describes actions, objectives, indicators, resources, timelines and responsibilities, elaborating a strategy that combines business and financial factors of the Strategic Plan with material ESG (Environment, Social and Governance) issues in the short and long term, towards which the Company shall focus activities and initiatives as "One Saipem".

The Plan, similarly to the previous one, is divided into 3 pillars: climate change prevention and environment; human capital centrality; and sustainable value creation. Relevant and strategic issues are described for each, as well as specific objectives and related implementation programmes. In detail:

≥ Net-Zero;

≥ Biodiversity and pollution prevention;
≥ Carbon Neutral construction yard;

≥ Sustainable employment;

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≥ Diversity and Inclusion;
≥ Health and Safety;
≥ Local Impact;
≥ Responsible supply chain;
≥ Business ethics;
≥ Innovation and Cybersecurity.

On March 7, 2023, the Board of Directors approved the Local Community Initiatives plan (LCIs), and on March 14, 2023 the Board also approved the "2022 Sustainability Report", a voluntary reporting document on sustainability, together with the 2022 NFS report, prepared in compliance with Legislative Decree No. 254/2016 on non-financial disclosure. For further details, please refer to the 2022 NFS report and the 2022 Sustainability Report available on the Company's website in the "Sustainability" section.

On June 27, 2023, the Board of Directors approved and posted on the Company's website the document "Human Rights and Modern Slavery Statement 2022," the annual statement under the UK Modern Slavery Act, describing the policies and actions taken by the Company to ensure, as part of its operations, that human and labour rights are respected and to prevent modern slavery and human trafficking in its operations and supply chain.

With regard to the governance set-up of sustainability within Saipem, the Sustainability, Scenarios and Governance Committee is responsible for supporting the Board of Directors by fulfilling a preparatory, consultative and advisory role in assessment and decision-making processes with regard to Saipem's business sustainability issues connected to its business operations and its engagement with all stakeholders, Saipem's corporate social responsibility, the review of scenarios envisaged in the preparation of the strategic plan, based also on reviewing the relevant issues for the long-term value generation and corporate governance of the Company and the Group. In this context, the Sustainability, Scenarios and Governance Committee is responsible for examining the general approach of the annual sustainability report and the wording of its contents, ensuring complete and transparent information is provided to the stakeholders and expressing its opinion prior to Board of Directors' approval.

In 2023, the Sustainability, Scenarios and Governance Committee reviewed sustainability issues at their meeting of February 21, June 20, September 14 and December 12.

The Sustainability, Scenarios and Governance Committee, which during 2023 discussed issues related to the Sustainability Plan at its meetings on February 21 and March 1, 2023, and the CEO promote sustainability topics within the Board of Directors, which approved the Sustainability Plan 2023-2026 at its meeting held on September 20, 2023.

The Audit and Risk Committee, as part of its duty to support the Board of Directors vis-à-vis the Internal Control and Risk Management System, is called upon to assess that the periodic non-financial information, specifically the NFS is a correct representation of the business model, the strategies of the Company, the impact of its activities and the performances achieved, reporting its findings to the CEO. The Audit and Risk Committee discussed NFS related issues in 2023 at meetings held on February 24, March 6, June 19, and December 12 and in 2024, as of the date of this Report, at their meeting of February 26 and March 6.

An important tool of the Company's sustainability policy is the integration into the short and long-term corporate incentive scheme, which has a three-year time span, of ESG targets, whose percentage varies depending on the year and reference context. These targets are proposed and approved by the Remuneration and Nomination Committee, also based on the recommendations of the Sustainability, Scenarios and Governance Committee, and approved by the Board of Directors (for more details see the Remuneration Report, pages 15 and 16).

From a technical and organisational point of view, the performance of activities and achievement of Saipem's sustainability goals is ensured by the three sustainability functions: Environmental Sustainability, Sustainability Governance, and Sustainability Disclosure, Reporting and Performance.

In addition to the awards received from various international institutions and bodies, in 2023, Saipem was included, for the seventh consecutive year, in the Dow Jones Sustainability Index of S&P Global, confirming once again its leadership in the Energy Equipment & Services sector. Moreover, it was confirmed in EticaNews' Top 10 Integrated Governance Index (IGI) (ranking 7th out of 98 companies (of which 80 are listed companies), an index that evaluates companies in relation to key sustainability governance aspects such as the presence of a Sustainability Committee, the existence of a remuneration policy linked to ESG parameters, or Diversity within the Board.

Finally, Saipem was included for the first time in 2023 in Bloomberg's Gender Equality Index (GEI), which recognises companies that disclose their commitments and actions to support gender equality through policy development, representation and transparency. GEI is an international index comprising 485 companies, headquartered in 45 countries, operating in 11 industrial sectors, representing about \$16 trillion in terms of market capitalisation.

Management and control system

Saipem's organisational structure is based on the traditional administration and control model, comprised of:

≥ the Board of Directors, central body in the corporate governance system, responsible for the management of the Company; more details can be found in the "Board of Directors" section (page 20);
≥ the Board of Statutory Auditors, with supervisory and control duties;
≥ the Shareholders' Meeting, the body that expresses the will of the shareholders through resolutions adopted in compliance with the law and the Company's Articles of Association. The Shareholders' Meeting is also the

institutional meeting point between the Company's management and the Shareholders themselves. The Shareholders' Meeting appoints the Board of Directors and its Chairman for a period not exceeding three fiscal years.

The Chairman has the power to represent the Company, pursuant to Article 21 of the Company's Articles of Association, together with those Directors vested with executive powers (pursuant to Article 26 of Articles of Association).

On May 18, 2021, the Board of Directors resolved to set up the following Board Committees: the Audit and Risk Committee, the Remuneration and Nomination Committee, the Sustainability, Scenarios and Governance Committee and, for the first time as an independent body from the Audit and Risk Committee, the Related Parties Committee.

The Director responsible for Internal Audit reports to the Board of Directors and, on its behalf, to the Chairman of the Board; he also reports to the Audit and Risk Committee and the CEO in his capacity as the Director responsible for the Internal Control and Risk Management System.

On August 31, 2022, the Board of Directors, having received the opinion of the Remuneration and Nomination Committee and with the approval of the Board of Statutory Auditors, appointed, pursuant to and for the purposes of Article 2386, first paragraph, of the Civil Code, as Board Director Alessandro Puliti, who already held the position of General Manager of the Company. At the same meeting, Alessandro Puliti was also appointed Chief Executive Officer. The Shareholders' Meeting, on May 3, 2023, appointed, pursuant to Article 2386 of the Civil Code, Alessandro Puliti as a member of the Board of Directors, and on the same date, the Board of Directors confirmed Alessandro Puliti, former General Manager of the Company, as Chief Executive Officer. Pursuant to the Guidelines contained in the MSG "Internal Control and Risk Management System", the Board of Directors identified the CEO and General Manager as the person responsible for maintaining an effective Internal Control System.

On May 27, 2022, the Board of Directors appointed Paolo Calcagnini as Chief Financial Officer and, having consulted with the Remuneration and Nomination Committee, with the favourable opinion of the Board of Statutory Auditors, as Senior Manager responsible for Financial Reporting, pursuant to Article 154-bis of Legislative Decree No. 58/1998.

Regulatory System

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The Regulatory System is part of Saipem's Corporate Governance and is one of the tools used by Saipem to exercise direction, coordination and control over its subsidiaries, both in Italy and abroad.

Saipem's Regulatory System is a dynamic system that is continuously improved as the internal and external context evolves. The System is organised, developed and distributed in such a way as to facilitate usability and understanding by its users.

The Regulatory System is process-based, regardless of the positioning of the respective duties within the corporate and organisational structure of Saipem and its subsidiaries. All activities have been grouped into a map of processes involving more than one area, identifying a Process Owner for each process, responsible for defining policies, guidelines and methodologies that are common to the whole Group with regard to the process under their responsibility or for defining the rules regarding compliance and governance issues, guaranteeing suitability over time. Saipem uses the Regulatory System to promote the integration of principles of compliance into Company processes, with a view to disseminating the rules and standards of control established by the various compliance models, and introducing them into the operational context at the various entities. The regulatory documents contain the control principles that the persons involved in the regulated process are required to adhere to in order to operate in accordance with the applicable regulations, legal requirements and other management tools, including the organisational structure, the system of powers and the Strategic Plan.

Saipem's Regulatory System as a whole is consistent with the general external reference framework (legal provisions, the Corporate Governance Code, the CoSO Report) and the general internal reference framework (the Articles of Association, the Organisation, Management and Control Model, the principles underlying the internal control systems).

Each Group company has a Regulatory System that consists of:

≥ the Code of Ethics;

≥ regulatory documents of policy, coordination and control issued by Saipem, which, subject to their formal adoption, apply also to subsidiary companies;
≥ regulatory documents for company operations issued by Saipem and its subsidiaries, applicable to the individual companies which are responsible for their issue.
Regulatory documents of policy, coordination and control include:
≥ documents that define the fundamental principles and general rules of conduct that must inspire all activities carried out by Saipem (Policies);
≥ documents that define guidelines for company processes, as well as compliance and governance issues, identifying objectives and main activities, actors, limits, and internal and external regulatory controls, rules of conduct, authorisation levels and reporting flows (Management System Guidelines);
≥ documents that discipline work processes or specific issues of compliance or governance (Procedures);
≥ documents that define and explain criteria, methods, techniques, tools, methodologies, reporting flows, standard parameters/classifications that are used for specific activities.

Regulatory documents governing company operations include documents that define policies, principles and operating methods for a specific company context to ensure compliance with local and international legislation and/or to ensure detailed regulation of sub-processes in line with the specific nature of the company and are always consistent with the policy, coordination and control documents.

Regulatory documents are published on the Company's intranet and are sent to all employees of Saipem and the relevant subsidiaries. Certain regulatory documents are also published on the Company's website www.saipem.com. During 2023, with a view to continuous improvement, activities continued to ensure alignment of Saipem regulatory system to the evolution of the operating models and organisational structure of the Company, as well as of the legislative/regulatory and business context, also through the periodic certification by the various Process Owners. Periodic monitoring activities continue to ensure the implementation of regulatory documents by the subsidiaries.

Code of Ethics

The Code of Ethics, chapter 8 of the Organisation, Management and Control Model pursuant to Legislative Decree No. 231 of 2001 (hereinafter "Model 231"), represents a compulsory general principle and clearly defines, in compliance with the provisions of law, the values that Saipem recognises and accepts, as well as the responsibilities the Company assumes both internally and externally. It imposes fairness, honesty, integrity and transparency of operations, conduct, working practices and relations, both internal and external to the Group.

Compliance with the Code by Saipem's Directors, Statutory Auditors, management and employees, as well as by all those who, within their own remits and responsibilities, operate in Italy and abroad to achieve Saipem's objectives (hereinafter "Saipem's people"), is of paramount importance, not only to guarantee compliance with legal and contractual provisions governing a party's relationship with Saipem, but also to ensure Saipem's efficiency, reliability and reputation, all of which are crucial factors in the Company's success and in improving the social circumstances in which it operates.

The Board of Directors has adopted Saipem Code of Conduct in 1999, with subsequent amendments and integrations, and in 2004 has been replaced by Model 231, which from 2008 includes the Code of Ethics of Saipem SpA. The Model has been updated by the Board of Directors to reflect the legislative changes that have taken effect over time.

The Code of Ethics provides for the appointment of a Guarantor of the Code of Ethics, whose responsibilities have been delegated to the Compliance Committee and who has been granted "independent powers of initiative and control" pursuant to Article 6, paragraph 1, letter b), of Legislative Decree No. 231/2001 on the administrative liability of legal entities deriving from offences. The duties of the Guarantor include the promotion of information and training initiatives towards Saipem's employees, who are required to observe the principles contained in the Code of Ethics. The Compliance Committee's mandate coincides with that of the Board of Directors which appointed it. Its autonomy and independence are safeguarded by its composition, pursuant to Article 6, paragraph 1, letter b), of Legislative Decree No. 231/2001. The Compliance Committee is a Collegial Body composed of three external members, one of whom is appointed Chairman of the Compliance Committee: they are chosen among academics and professionals of proven expertise and experience in legal, economic and/or company organisation issues.

The composition, modification and additions concerning the Compliance Committee are approved through a resolution of the Board of Directors, having heard the opinions of the Audit and Risk Committee and the Remuneration and Nomination Committee, at the proposal of the CEO, and in agreement with the Chairman.

The Board of Directors on December 17, 2021 resolved to update, with effect from January 14, 2022, the composition of the Compliance Committee as follows: 3 external members Renato Rordorf (Chairman), Maurizio Bortolotto and Stefania Chiaruttini.

The Compliance Committee relies on the collaboration and support of the corporate functions, which will ensure an adequate flow of information, as well as on the support of the technical Secretariat of the Compliance Committee.

Following the legislative and organisational changes that occurred on December 18, 2023, the Board of Directors approved the latest update of Model 231 (which also includes the Code of Ethics).

Each subsidiary, directly or indirectly, both in Italy and overseas, issues its own Organisational, Management and Control Model ("OMC Model") containing the Code of Ethics, which formally nominates a Guarantor of the Code of Ethics.

On January 27, 2017, as part of the continuous improvement of the internal control system, the Board of Directors resolved

Saipem is committed to ensuring the widest dissemination of the principles and contents of the Code of Ethics among Saipem's personnel and other stakeholders. All Saipem personnel are required to be conversant with the principles that make up Saipem's Code of Ethics and the relevant procedures regulating their functions and responsibilities.

To promote the knowledge and facilitate the implementation of the Code of Ethics, the Code itself provides for the implementation of a "Code Promotion Team" reporting to the Guarantor of Saipem.

The composition of the team is defined by the CEO and General Manager at the proposal of the Guarantor of the Code of Ethics. The Team is currently made up of 11 members from several departments.

The Team facilitates access to every possible knowledge and clarification tool that can aid the interpretation and implementation of the Code of Ethics.

The Code of Ethics is posted on Saipem's noticeboards and on the Company's intranet and website, in Italian, English and 15 other languages. Furthermore, particularly well-organised is the training of personnel both at head office and in foreign subsidiaries, through class courses or e-learning.

With these initiatives, the Board of Directors further strengthened the internal control system, with the firm conviction that the Company's business activities, whose aim is the creation of value for its shareholders, must be founded on the principle of fair conduct towards all stakeholders (comprising, besides the shareholders, employees, suppliers, clients, commercial and financial partners, in addition to the communities the Group comes into contact with in the countries where it is present). Furthermore, extremely important are social initiatives promoted by Group companies striving to foster among stakeholders the awareness that only a business approach that seizes the opportunities and manages the risks resulting from economic, environmental and social development can generate long-term value for all parties involved.

In view of improving the dissemination of the principles detailed in the Code of Ethics and Model 231, in 2016 Saipem also published on its intranet site, the "Saipem Guide to Business Integrity", whose objective is to provide Saipem employees with an additional instrument that is both easy to read and consult and that will also help everyone understand and share the ethical values. This guide provides an overview of the principles and reference policies, as well as clarification and some practical cases described in the "What to do if" section. This guide is not meant to replace the Code of Ethics, Model 231 or the procedures; it is intended to aid their comprehension. During 2021, an updated version of the "Saipem Guide to Business Integrity" was published.

From 2020, in order to study and understand some very important topics, identify their critical aspects and possible solutions, four videos have been published on the Company intranet and on the Stream platform as part of the Explore Integrity campaign. They are all subtitled in English, Italian, French and Portuguese. In particular, the aforementioned videos relate to the following topics: "Conflict of interest", "Passive corruption", "Active corruption" and "Discrimination".

Shareholding structure

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(pursuant to Article 123-bis, paragraph 1 of Legislative Decree No. 58/1998) as at Dec. 31, 2023

Share capital distribution (pursuant to Article 123-bis, paragraph 1, letter a) of Legislative Decree No. 58/1998)

At December 31, 2023, Saipem share capital amounted to €501,669,790.83, fully paid-up and comprising No. 1,995,557,732 ordinary shares, equal to 99.999% of the share capital, and No. 1,059 savings shares, equal to 0.001% of the share capital, all without par value and listed on Euronext Milan Exchange managed by Borsa Italiana SpA (see Table 1 on page 62). Shares cannot be split and each share carries the entitlement of one vote. Saipem's shareholders enjoy, and are limited by, all relevant rights afforded by law.

Savings shares are convertible at par with ordinary shares, without charges or time restrictions; and they enjoy a higher dividend than ordinary shares. Specifically, pursuant to Article 6 of the Articles of Association: (i) savings shares are allotted dividends on net income reported in the regularly approved financial statements, after a deduction posted to the legal reserve of up to €5 for each savings share; (ii) after allotment of the privileged dividend to savings shares as per point (i), residual income, as resolved by the Shareholders' Meeting, is apportioned amongst all shares, so that savings shares receive a higher overall dividend than ordinary shares, of up to €3 for each savings share; (iii) if savings shares are allocated a lower dividend than that indicated under (i) or (ii) during a certain fiscal year, the difference will be added to the privileged dividend over the following two fiscal years. On May 17, 2022, the Savings Shareholders' Meeting appointed Roberto Ramorini as their collective representative for three years.

No share-based incentive plans have been issued that may give way to (free or otherwise) share capital increases. The Shareholders' Meeting, on May 3, 2023, approved the proposal, already approved by the Board of Directors on March 14, 2023, to authorise the buy-back of treasury shares for a period of eighteen months from the date of the Shareholders' Meeting resolution, up to a maximum of 37,000,000 ordinary shares and, in any case, up to the overall maximum amount of €59,300,000, for the 2023 allocation of the 2023-2025 Long-Term Variable Incentive Plan. For further details, please refer to the section "Share capital increases and buy-back of treasury shares (pursuant to Article 123-bis, paragraph 1, letter m) of Legislative Decree No. 58/1998)" (page 19), as well as the "Report on Remuneration Policy and Compensation Paid 2024".

Implementing the aforementioned shareholders' resolution, on January 15, 2024, the Company informed the market of the launch of the programme to buy-back Saipem ordinary shares – as per Article 5 of Regulation (EU) No. 596/2014, as subsequently amended – regarding a maximum number of 29,500,000 shares to cover the 2023 award of the Company's 2023-2025 Long-Term Incentive Plan.

As of December 31, 2023, the Company held No. 398,649 shares, equal to 0.02% of the share capital, and that, as of the date of publication of this Report, the Company held 22,898,649 treasury shares, equal to 1.15% of the share capital.

On December 13, 2023, Saipem's Extraordinary Shareholders' Meeting authorised the convertibility into Saipem ordinary shares of the equity-linked bonds issued on September 11, 2023 and due in September 2029, with a nominal amount of €500 million (the "Bonds"). As part of this transaction, solely in connection with the conversion of the Bonds, the Extraordinary Shareholders' Meeting consequently approved the increase in the share capital, for cash and in divisible form, excluding shareholders' pre-emption rights, pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a maximum amount of €500 million, including any share premium, to be executed in one or more tranches through the issue of new ordinary shares of the Company, with regular entitlement, having the same characteristics as outstanding ordinary shares.

Restrictions on transfer of shares (pursuant to Article 123-bis, paragraph 1, letter b) of Legislative Decree No. 58/1998)

No restrictions exist on the transfer of shares.

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Relevant shareholdings (pursuant to Article 123-bis, paragraph 1, letter c) of Legislative Decree No. 58/1998)

Based on information contained in the Shareholders' Register and notification received pursuant to Article 120 of Legislative Decree No. 58/1998, hereafter are all significant direct and/or indirect shareholdings in Saipem's share capital at December 31, 2023.

From notifications received pursuant to current legislation, the following shareholders own a stake in Saipem SpA in excess of 3%, and are not exempt from disclosure under Article 119-bis of Consob Regulation 11971/1999 (see also Table 1 "Shareholding structure" on page 62 of this Report).

Relevant Shareholders as at December 31, 2023

Shareholders	Shares held	% of capital
Eni SpA	622,476,192	31.19
CDP Equity SpA	255,841,728	12.82
Norges Bank	62,862,704	3.15

Relevant Shareholders as of the date of this Report

Shareholders	Shares held	% of capital
Eni SpA	622,476,192	31.19
CDP Equity SpA	255,841,728	12.82
Norges Bank	65,819,589	3.29

Shareholders by geographical area as at December 31, 2023

Shareholders	Number of Shareholders	Shares held	% of capital
Italy	64,655	1,453,410,612 (*)	72.83
Other EU-member States	380	98,416,278	4.94
Americas	331	229,927,776	11.52
UK and Ireland	197	151,608,147	7.60
Other European States	177	56,121,376	2.81
Rest of the world	102	6,074,602	0.30
Total	65,842	1,995,558,791	100.00

(*) Includes 398,649 treasury shares in portfolio.

Shares with special control rights (pursuant to Article 123-bis, paragraph 1, letter d) of Legislative Decree No. 58/1998)

All shareholders enjoy the same rights.

Shareholding of employees: exercise of voting rights (pursuant to Article 123-bis, paragraph 1, letter e) of Legislative Decree No. 58/1998)

Employees holding Saipem's shares enjoy the same voting rights as ordinary shareholders.

Voting rights restrictions (pursuant to Article 123-bis, paragraph 1, letter f) of Legislative Decree No. 58/1998)

No restrictions exist on voting rights.

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Shareholders' agreements (pursuant to Article 123-bis, paragraph 1, letter g) of Legislative Decree No. 58/1998)

On January 22, 2022, a new agreement came into force, which was signed on January 20, 2022 between Eni SpA and CDP Industria SpA (now CDP Equity SpA). This agreement concerns the renewal of the Shareholders' Agreement (hereinafter the "Agreement") – in place between the same Parties – involving Saipem ordinary shares ("Syndicated Shares"), signed on October 27, 2015 and tacitly renewed for a three-year period on January 22, 2019. The Agreement remains essentially unchanged from the previous version, although, some simplifications have been introduced and some changes have been made to update the text and adapt it to the regulatory context and to the application practice.

On July 20, 2022, the Parties signed a deed which updated the Agreement, pursuant to which the Parties acknowledged the mere change in the total number of Syndicated Shares, as, following the execution of the above transactions on Saipem's capital, the percentage of the Syndicated Shares contributed to the Agreement by each Party with respect to the number of ordinary shares representing Saipem's ordinary share capital (amounting to approximately 12.503%) remained unchanged with respect to what was indicated in the Agreement and previously disclosed to the market.

Lastly, it should be noted that the merger by incorporation of CDP Industria SpA into CDP Equity SpA ("CDP Equity"), both of which are wholly and directly owned subsidiaries of Cassa Depositi e Prestiti SpA ("CDP"), became effective on December 31, 2022. Therefore, also effective as of December 31, 2022, CDP Equity took over the Agreement in place of CDP Industria SpA in all the rights and obligations previously held by the latter pursuant to the Agreement itself, by signing an appropriate letter of takeover.

The full text of the essential information of the Shareholders' Agreement is available on the website www.saipem.com (section "Documents/Corporate Governance").

Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h) of Legislative Decree No. 58/1998)

Whenever significant agreements are entered into, modified or extinguished in the event of a change of control of the Company (Article 123-bis, paragraph 1, letter h), of Legislative Decree No. 58/1998), the following two types of clauses apply in relation to financing and bank and/or insurance guarantees:

1) current financing subject to change of control clauses, which, at December 31, 2023, amounted to a total of €2,353 million.
- In detail, on that date, the following bank financing were in place for a total value of €473 million:
- ≥ approximately €130 million has been drawn down on a credit line taken out in 2016 and guaranteed by the Norwegian agency Garantiinstituttet for Eksportkreditt GIEK (now Export Finance Norway - Eksfin);
- ≥ approximately €106 million has been drawn down a credit line taken out in 2017 and guaranteed by the Dutch agency Atradius;
- ≥ approximately €237 million has been drawn down a credit line taken out in February 2023 as part of the tool Garanzia Support Italia and guaranteed by SACE.

In the event of a change of control, the financing banks shall have the right to request the early reimbursement of their quota between 30 working days to 60 calendar days in line with the relevant contractual conditions. Also, at December 31, 2023, the following transactions have been put in place by Saipem under its EMTN (Euro

Medium Term Note) programme, for a total value of €1,380 million:
≥ a fixed-rate bond issue for a total nominal value of €380 million, maturing after 7 years, placed in 2017;
≥ a fixed-rate bond issue for a total nominal value of €500 million, maturing after 6 years, placed in 2020;
≥ a fixed-rate bond issue for a total nominal value of €500 million, maturing after 7 years, placed in 2021.

In the event of a change of control and should this change of control cause one or more rating agencies to downgrade Saipem-issued bonds to below certain levels1, the owners of Saipem-issued bonds have the right to request the early redemption of the bonds. Finally, as of December 31, 2023, an equity-linked bond is in place with a nominal value of €500 million, placed in August 2023. In the event of a change of control, holders of bonds issued by Saipem have the right to request the early redemption of the bonds or exercise their conversion right in line with the bonds terms and conditions.

2) Bank and/or insurance guarantees subject to change of control clauses, which, at December 31, 2023, amounted to a total of €3,512 million.

⁽¹⁾ Refer to "non-investment grade" down rating, if rating was "investment grade" at the time of the change of control, or any down rating if rating was "non-investment grade" at the time of the change of control.

For these guarantees, it is generally provided that, should a change of control occur, third-party credit institutions may discuss in good faith new commercial terms to be applied to existing guarantees or request that within 30 days: (a) replacement of existing guarantees with new ones issued by a different credit institution, (b) receipt of a suitable indemnification from a different credit institution or (c) a deposit for the same amount.

Statutory provisions for takeover bids (pursuant to Article 104, paragraph 1-ter, and Article 104-bis, paragraph 1 of Legislative Decree No. 58/1998)

In terms of takeover bids, Saipem's Articles of Association comply with the provisions of the Passivity Rule set forth in Article 104, paragraphs 1 and 1-bis of Legislative Decree No. 58/1998, and do not provide for the application of the breakthrough provisions set forth in Article 104-bis, paragraphs 2 and 3 of Legislative Decree No. 58/1998.

Indemnification for Directors in case of dismissal (without just cause), resignation or termination following a takeover bid

In compliance with the provisions of the Report on Saipem's Remuneration Policy and Compensation Paid, approved by the Board of Directors on March 14, 2023, and over which the Shareholders' Meeting expressed in favour on May 3, 2023, the following provisions are in place for the CEO and General Manager, appointed by the Board of Directors on August 31, 2022:

≥ the payment of an all-inclusive indemnity in the event of consensual termination of employment upon the expiry of the current mandate without renewing the position of Chief Executive Officer, or in the event of consensual termination of employment before the expiry of the current mandate. The indemnity will not be due in the event of disciplinary dismissal as governed by Article 2122 of the Italian Civil Code: revocation for just cause from the office of director; performance of work on behalf of shareholders exercising joint control over Saipem or their subsidiaries (in Italy or abroad) within 12 months of termination of employment with Saipem and against specific remuneration; resignation from the position of Chief Executive Officer and General Manager before the expiry of the mandate and not justified by the following causes: substantial reduction of powers, with reference to both the economic quantification of powers and their scope or affecting the position; sale, transfer for consideration or free of charge and any other deed of sale of shares and debt securities, of any kind, resulting in a change of control for Saipem pursuant to Article 2359 of the Italian Civil Code. The indemnity is defined in accordance with the recommendations of the Corporate Governance Code and the Code of Listed Companies and may not exceed the amount equal to 2-year fixed remuneration plus average short-term variable remuneration at target;
≥ a non-competition agreement in consideration of the international importance of the professional and managerial profile of the CEO and General Manager in the sector, as well as the institutional and business relations built globally. The agreement, which shall be effective from the termination of the employment contract, provides for the payment of consideration in return for the commitment by the CEO and General Manager not to carry out, for a period of twelve months from termination of employment, any activity in certain territories, sectors and companies that are in competition with the activities carried out by Saipem. Violation of the non-competition agreement entails the failure to pay the consideration, as well as the obligation, as a penalty, to compensate the damage as set by consensus and convention, without prejudice to Saipem's right to request specific compliance and increased compensation for damages.

The compensation described above may not exceed the amount equal to two-year fixed remuneration plus the short-term variable incentive.

No severance payments (before or upon expiry) for the other Saipem Board Directors are envisaged.

Further details are provided in the paragraph relating to the Chief Executive Officer and General Manager entitled "Ancillary remuneration instruments" in Section I of the "Report on Saipem's Remuneration Policy and Compensation Paid 2024" pursuant to Article 123-ter of Legislative Decree 58/1998.

Directors' appointment or replacement and modifications to the Articles of Association

Procedures regulating the appointment of Board Directors are illustrated under the item "Board of Directors" (refer to page 20, under paragraph "Appointment and replacement").

The Board of Directors has the power to amend the Articles of Association in order to comply with the provisions of law and has all powers granted by Article 2365 of the Italian Civil Code, and Article 20 of Articles of Association (see paragraph "Board of Directors' role" on page 20).

On February 25, 2020, the then Board of Directors approved an amendment to the Articles of Association to comply with the most recent gender balance regulations in the management and control bodies of listed companies (Law No. 160 dated December 27, 2019), through the cancellation of Article 31 (transitory clause) of the Articles of Association.

It should be noted that, to implement the convertible bond issue, the Extraordinary Shareholders' Meeting, on December 13, 2023, approved the increase in the share capital, for cash and in divisible form, excluding shareholders' pre-emption rights, pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a maximum amount of €500 million, and consequently the amendment to Article 5 of the Articles of Association.

Share capital increases and buy-back of treasury shares (pursuant to Article 123-bis, paragraph 1, letter m) of Legislative Decree No. 58/1998)

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On December 13, 2023, Saipem's Extraordinary Shareholders' Meeting authorised the convertibility, into ordinary shares, of the Company's equity-linked bond, issued on September 11, 2023, due in September 2029, with a nominal amount of €500 million (the "Convertible Bonds"). To implement this transaction, and solely to service the Convertible Bonds, the Extraordinary Shareholders' Meeting approved the associated capital increase, for cash and in divisible form, with the exclusion of Shareholders pre-emptive rights, pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a maximum amount of €500 million, including any share premium, to be paid in one or more tranches, by issuing new ordinary shares of the Company, with regular dividend entitlement and the same characteristics as outstanding shares.

The Shareholders' Meeting, on May 3, 2023, approved the proposal to authorise the buy-back of treasury shares for a period of eighteen months from the date of the Shareholders' Meeting resolution, up to a maximum of 37,000,000 ordinary shares and, in any case, up to the overall maximum amount of €59,300,000, for the 2023 allocation of the 2023-2025 Long-Term Variable Incentive Plan.

On January 15, 2024, Saipem informed the market that it had launched the buy-back programme for the Company's ordinary shares, pursuant to Article 5 of EU Regulation No. 596/2014, as subsequently amended ("MAR Regulation"), concerning a maximum number of 29,500,000 shares, implementing the resolution taken by the Shareholders' Meeting on May 3, 2023 and disclosed on that date.

At December 31, 2023, the Company held No. 398,649 treasury shares. As of the date of this Report, the Company held No. 22,898,649 treasury shares (equal to 1.15% of the share capital).

Direction and coordination (pursuant to Article 2497 and subsequent of the Italian Civil Code)

The new shareholding structure, resulting from the Shareholders' Agreement between Eni SpA and FSI (currently CDP Equity SpA), "aimed at creating a joint control of Saipem by Eni and FSI", meant that from January 22, 2016 Saipem is no longer subject to the direction and control of Eni SpA pursuant to Article 2497 of the Italian Civil Code. Pursuant to the current Shareholders' Agreement Saipem is subject to the joint control of Eni SpA and CDP Equity SpA.

The content of the Shareholders' Agreement is given in section "Shareholder Agreements (pursuant to Article 123-bis of Legislative Decree No. 58/1998).

Compliance with the Corporate Governance Code (pursuant to Article 123-bis, paragraph 2, letter a), first part, of Legislative Decree No. 58/1998)

Saipem's governance system is based on the best international practices and, in particular, on the principles set forth in the Corporate Governance Code, as well as on the relevant provisions set forth in the regulatory framework issued by the National Commission for Companies and the Stock Exchange (Consob).

In 2023, Saipem applied the Corporate Governance Code (the version approved in January 2020 by the Corporate Governance Committee, available on the website https://www.borsaitaliana.it/comitato-corporategovernance/homepage/homepage.htm), which was adopted on December 17, 2020.

Saipem and its subsidiaries are not subject to any non-Italian legal requirements that may influence the Corporate Governance of the Issuer.

Additional information regarding Saipem's adherence to the individual principles expressed in the Corporate Governance Code can be found in the table in Appendix A to this Report.

This Report was prepared utilising the Corporate Governance and Shareholding Structure Report format of Borsa Italiana SpA (9th Edition - January 2022)2. The Company strives to provide correct, exhaustive and effective information consistent with the characteristics of its business activities and corporate objectives, and in line with market requirements.

(2) The Corporate Governance and Shareholding Structure Report format of Borsa Italiana SpA, 9th Edition (January 2022), is available at www.borsaitaliana.it.

Board of Directors

Board of Directors' role

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The Board of Directors is the central body in the governance system of Saipem and the Saipem Group.

Article 20 of the Articles of Association requires that the Company be managed exclusively by the Board of Directors.

The Board of Directors plays a fundamental role of direction (please refer to page 37, section "Board review and succession of Directors - Remuneration and Nomination Committee - Board review").

Based on the Board of Directors' powers set forth in their resolution of December 13, 2022, as confirmed and integrated by resolution dated January 24, 2024, the Board of Directors:

a) leads the Company by pursuing its sustainable success and, consistently with this objective;

≥ defines, at the proposal of the Chief Executive Officer, the strategic lines and objectives of the Company and the Group, including their sustainability policies, and monitors their implementation;
≥ defines the system and the most functional rules of Corporate Governance for the Company and the Group for the performance of the business and the pursuit of its strategies, considering the autonomy of Group companies. If necessary, it evaluates and promotes appropriate changes, submitting them, when applicable, to the Shareholders' Meeting;
≥ promotes, in the most appropriate forms, the engagement with shareholders and other important stakeholders of the Company and the Group.

For these purposes, specifically, the Board of Directors:

1. sets the structure of the Group headed by the Company; defines the fundamental guidelines of the organisational, administrative and accounting structure of the Company, including the Internal Control and Risk Management System, for the subsidiaries and the Group;
1. establishes the Internal Committees of the Board of Directors, with investigative, propositive and advisory functions, appointing their members and Chairmen, establishing their duties and remuneration and approving their regulations and expense budgets; receives from the Board Committees, at the first useful meeting and periodically on a half-yearly basis, a report on their activities;
1. adopts, in compliance with the provisions of the Corporate Governance Code, regulations governing the operation of the Board of Directors and Board Committees, including the procedures for taking minutes of meetings and the management of Board documentation; approves, at the Chairman's proposal, the appointment and dismissal of the Secretary of the Board of Directors, defines their professional requirements and grants them powers in the Board's Regulations;
1. defines, grants and revokes powers to the Directors, defining their limits and methods of exercise and determining, having reviewed the proposals of the Remuneration and Nomination Committee and liaising with the Board of Statutory Auditors, the remuneration commensurate with the powers; may issue directives to the delegated bodies and revoke transactions falling within the scope of its powers; receives information from Directors with executive powers at Board of Directors' Meetings, at least quarterly, regarding activities within their responsibility and major transactions carried out by the Company or the Group;
1. identifies, within its members, one or more Directors in charge of establishing and maintaining the Internal Control and Risk Management System, pursuant to the Corporate Governance Code;
1. approves the Corporate Governance and Shareholding Structure Report, subject to the opinion of the Sustainability, Scenarios and Governance Committee;
1. approves the fundamental guidelines and framework of the internal regulatory system, the compliance with the Policies and Management System Guidelines and, subject to the opinion of the Sustainability, Scenarios and Governance Committee, the governance Policies and Management System Guidelines; it approves the Company's Organisational, Management and Control Model pursuant to Legislative Decree No. 231/2001, as amended, which includes the Code of Ethics;
1. subject to the positive opinion of the Related Parties Committee, adopts procedures that ensure the transparency and substantive and procedural fairness of transactions with related parties and transactions in which a Director or Statutory Auditor may hold an interest, on their own behalf or on behalf of third parties, assessing on an annual basis whether a review is necessary;
1. to ensure the proper management of corporate information, adopts, at the Chairman's proposal, in agreement with the Chief Executive Officer, and subject to the opinion of the Sustainability, Scenarios and Governance Committee, a procedure for the internal management and external disclosure of documents and information concerning the Company, with particular reference to significant and inside information;
1. adopts, at the Chairman's proposal, in agreement with the Chief Executive Officer, a policy for managing the shareholder engagement, also taking into account the engagement policies adopted by institutional investors and asset managers, and describes such policy in the Corporate Governance Report, after consulting with the Sustainability, Scenarios and Governance Committee; ensures that the relevant corporate functions and the Chief Executive Officer identify the persons heading the department responsible for managing relations with shareholders and investors;
1. expresses its recommendations, at the proposal of the Remuneration and Nomination Committee, on:
a) the maximum number of directorships and/or auditor posts that can be held at listed companies in regulated markets (both in Italy and abroad), at financial companies, banks, insurance companies or companies of a

relevant size, which is deemed compatible with the efficient performance of their office of Board Director of Saipem, also in view of their serving on Board Committees;

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b) prior to the appointment of the Board of Directors by the Shareholders' Meeting, the quantitative and qualitative composition that it deems the new Board of Directors should have, considering the results of the Board review. It sets, at least at the beginning of its mandate, the quantitative and qualitative criteria used to assess the importance of commercial, financial and professional relationships, as well as any additional remuneration received for the office/participation in Committees that may compromise the independence of the Directors under the Corporate Governance Code;
1. assesses the adequacy of the organisational, administrative and accounting structure of the Company, of the strategically relevant subsidiaries and the Group, concerning in particular the internal control and risk management system;
1. subject to the review of the Remuneration and Nomination Committee and having consulted with the Board of Statutory Auditors, it expresses its opinion on the candidates proposed by the Chief Executive Officer, in agreement with the Chairman, to serve as external members of the Compliance Committees of the major and medium-sized foreign subsidiaries and Italian operating companies, as defined in the internal cluster system approved by the Board of Directors, and also defines the criteria for their remuneration;
1. having received the opinion of the Audit and Risk Committee, it assesses the nature and risk level compatible with the strategic goals of the Company, evaluating all elements that could be important for the sustainable success of the Company and defines the aggregate risk position that the Company is prepared to take during the commercial phase in order to achieve its strategic objectives (so-called "Industrial Risk Appetite - Commercial Phase");
1. having reviewed the proposals from the Director responsible for setting up and maintaining the Internal Control and Risk Management System and the opinion of the Audit and Risk Committee, it sets guidelines for the Internal Control and Risk Management System, consistently with the Company' strategy, periodically reviewing their adequacy against the business characteristics, the risk profile and its effectiveness, to ensure that main risks facing the Company and its subsidiaries are adequately identified, measured, monitored and properly managed. It also ascertains that these risks are compatible with the business model required to achieve its strategic objectives;
1. subject to the opinion of the Audit and Risk Committee, it (i) examines main business risks, in consideration of the peculiarities of the operations carried out by Saipem and its subsidiaries, submitted to the Director responsible for setting up and maintaining the Internal Control and Risk Management System at least every six months and (ii) evaluates every six months the adequacy and effectiveness of the Internal Control and Risk Management System against the characteristics and the risk profile of the business;
1. it defines the principles concerning the coordination and flows of information between the various parties involved in the Internal Control and Risk Management System to maximise the efficiency of the system itself, reduce duplication of activities and ensure the effective performance of the duties of the control body;
1. subject to the opinion of the Audit and Risk Committee and having consulted the Board of Statutory Auditors and the Director responsible for setting up and maintaining the Internal Control and Risk Management System and the Chairman, it approves, at least annually, the audit programme prepared by the Director responsible for the Internal Audit function. The Board also reviews, subject to the opinion of the Audit and Risk Committee and having consulted the Board of Statutory Auditors and the CEO, the findings of the Legal Auditors in their letter of suggestions, if any, and their additional report sent to the control body;
1. examines and approves the budgets, the strategic, industrial and financial plans of the Company and of the Group, also in consideration of the relevant issues for the generation of long-term value; this review is carried out with the support of the Sustainability, Scenarios and Governance Committee, periodically monitoring their implementation;
1. examines and approves, with the support of the Sustainability, Scenarios and Governance Committee, the plan and budget for local community initiatives and not-for-profit operations of the Company and the Group;
1. examines and approves the Annual Report which includes the preliminary consolidated and statutory financial statements, the interim and half-year reports, as per current legislation. It examines and approves the sustainability reporting not included in the Annual Report;
1. at the proposal of the Remuneration and Nomination Committee, reviews and approves the Remuneration Report and, specifically, it drafts, by means of a transparent procedure, the policy for the remuneration of Directors and Senior Managers with strategic responsibilities, to be submitted for approval to the Shareholders' Meeting called to approve the financial statements. Pursuant to this policy, at the proposal of the Remuneration and Nomination Committee and having received the opinion of the Board of Statutory Auditors, it sets the remuneration of the CEO and Directors with particular powers. The Board, having reviewed the proposals put forward by the Remuneration and Nomination Committee, also sets the criteria for the fixed and variable remuneration, including additional remuneration tools (namely compensation in the event of termination of employment, stability and non-competition agreements) of the top management of the Company and the Group; it implements incentive plans based on stock or other financial instruments approved by the Shareholders' Meeting; it ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of actual results and other circumstances relevant to its implementation;
1. evaluates the general management and performance of the Company and the Group, based on the information received at least quarterly from Directors with executive powers, paying particular attention to situation of

conflict of interest and transactions with related parties, comparing actual interim and yearly results against budget forecasts;

1. approves, having received a positive opinion from the Related Parties Committee, transactions of greater importance with related parties, in compliance with the relevant procedure; it receives, at least quarterly, from the CEO, a report detailing transactions of greater and lesser importance, in line with the provisions of the aforementioned procedure. The Board reviews and grants preliminary approval to transactions that involve interests held by Board Directors and Statutory Auditors, pursuant to Article 2391 of the Italian Civil Code and the provisions of the aforementioned procedure;
1. approves the transactions carried out by the Company and expresses an opinion on those of the subsidiaries, without prejudice to their autonomy of management, on the most significant and strategic economic and/or financial transactions for the Company and the Group. The following are considered significant transactions:
2. a) contracts for the realisation of works and/or the provision of services with: (i) a risk profile exceeding the level set in compliance with the Industrial Risk Appetite - Commercial Phase method approved by the Board of Directors; (ii) a value in excess of €750 million;
3. b) capital expenditure, barring: (i) investments as approved in the annual budget; (ii) operational maintenance of company assets; (iii) mandatory class reinstatement upgrades of vessels; (iv) investments fully included in the bidding price of commercial initiatives; and (v) investments whose value is below €25 million;
4. c) contracts for the purchase of goods, other than real estate, registered movable property and those intended for investment, and/or services, or subcontracts, whose value exceeds €500 million, excluding inter-Group company transactions;
5. d) acquisition or disposal, in any capacity, of holdings and/or branches exceeding €25 million in enterprise value, excluding inter-Group company transactions;
6. e) acquisition or disposal, in any capacity, of real estate and registered movable property for a consideration exceeding €25 million, excluding inter-Group company transactions;
7. f) mergers and/or splits involving companies outwith the Saipem Group;
8. g) incorporation of companies directly owned by the Company and opening of Company branches;
9. h) agency agreements;
10. i) issue of financing in favour of companies where no stake is held or where the stake held is not a controlling stake for amounts exceeding €200 million, if the amount is proportional to the value of the stake owned; or of any amount if the loan is not proportional to the share of the holding;
11. j) contracts with qualified financial institutions for the issuing of surety bonds and other personal guarantees to third parties in the interest of the Company or companies in which a shareholding is held, for amounts exceeding €200 million per single act; or of any amount for the issuing of guarantee bonds in favour of companies where no share is held or where the share held is not a controlling stake if the amount is not proportional to the value of the stake owned;
12. k) issue of surety bonds and other personal guarantees to third parties in the interest of the Company or companies in which a shareholding is held (Parent Company Guarantees) for amounts exceeding €1.5 billion per single act; or of any amount for the issuing of guarantee bonds in favour of companies where no share is held or where the share held is not a controlling stake if the amount is not proportional to the value of the stake owned;
13. l) issue of bonds;
14. m) take on financing for amounts exceeding €300 million per single act or exceeding €1 billion cumulatively over one year;
15. n) issue of collateral securities on the properties of the Company, for amounts exceeding €300 million per single act or exceeding €1 billion cumulatively over one year;
1. approves possible joint-venture agreements, having obtained due diligence reports on potential partners from the relevant internal functions;
1. appoints and revokes:
2. a) at the Chairman's proposal and in agreement with the CEO and having consulted the Remuneration and Nomination Committee, appoints and dismisses General Managers, granting them the relevant powers. Should the CEO be appointed General Manager, it is at the proposal of the Chairman;
3. b) at the Chairman's proposal and in agreement with the CEO, having consulted the Remuneration and Nomination Committee and received the opinion of Board of Statutory Auditors, appoints and dismisses the Director responsible for the Company's Financial Reporting, ensuring that he/she is granted adequate powers and resources to carry out the duties he/she is vested with by law, and to ensure that the administrative and accounting procedures he put in place are actually adhered to;
4. c) at the Chairman's proposal and in agreement with the Officer responsible for setting up and managing the Internal Control and Risk Management System, having received the opinion of the Audit and Risk Committee, and consulted the Board of Statutory Auditors, appoints and dismisses the Director responsible for the Internal Audit function ensuring that the latter is granted adequate resources to carry out his responsibilities, setting the remuneration structure in line with the Company's compensation policies; and approves Internal Audit guidelines;
1. appoints and revokes, at the proposal of the CEO in agreement with the Chairman, subject to the opinions of the Audit and Risk Committee and the Remuneration and Nomination Committee, the members of the Compliance Committee, pursuant to Legislative Decree No. 231/2001 et subs. (granting it the supervisory powers under Article 6, paragraph 1, letter B) of Legislative Decree No. 231/2001 et subs.);
1. defines, with the support of the Remuneration and Nomination Committee, a plan for the succession of the CEO and the Executive Directors, identifying at least the procedures to be applied in the event of early termination. It ascertains the existence of adequate procedures for the succession of the top management;
1. at the proposal of the CEO, identifies the Senior Managers with Strategic Responsibilities among the persons reporting directly to the Chief Executive Officer or the General Manager who have the power and responsibility, directly or indirectly, for planning, directing and controlling the Group's activities;
1. drafts the proposals to be submitted to the General Shareholders' Meeting for approval;
1. carries out all other assessments and activities envisaged for the Board of Directors by the Corporate Governance Code;
1. reviews and resolves on all other matters that the Chairman or the CEO deem appropriate for the Board to assess, due to their sensitivity and/or importance.

By virtue of the aforementioned role, the Board of Directors, during 2023:

≥ updated the 2023-2026 Strategic Plan;

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≥ resolved to convene the Ordinary Shareholders' Meeting called to approve the preliminary financial statements of Saipem SpA as of December 31, 2022 and the presentation of the consolidated financial statements as of December 31, 2022;
≥ approved the issue the €500,000,000 Senior Unsecured Guaranteed Equity-linked bonds due 2029, and subsequently convened the Extraordinary Shareholders' Meeting for the purpose of authorising the convertibility of said bonds and, inter alia, the increase of the share capital in cash, for consideration and in divisible form, with the exclusion of shareholders pre-emption rights pursuant to Article 2441, paragraph 5, of the Civil Code, for a total countervalue, including any share premium, of €500,000,000.00, to service the conversion of the €500,000,000 Senior Unsecured Guaranteed Equity-linked bonds due 2029;
≥ approved Saipem 2023-2026 Sustainability Plan;
≥ shared the identification of material issues for the sustainability of the Company's business;
≥ resolved to update the definition of Senior Managers with Strategic Responsibilities;
≥ carried out the review of the organisational, administrative and accounting structure;
≥ approved, with a view to continuous improvement and alignment with best practices, a review of the rules governing the operation of the Board of Directors and its Committees, updating the relevant Regulations;
≥ updated the structure of the Compliance Committees of subsidiaries;
≥ updated internal procedures on Market Abuse and Related Parties and Parties of Interest.

During the meeting of February 28, 2024, the Board of Directors also approved the 2024-2027 Strategic Plan and the preliminary consolidated financial statements at December 31, 2023.

Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) of Legislative Decree No. 58/1998)

The appointment of Saipem's Board Directors occurs pursuant to Article 19 of the Articles of Association, through voting lists, in order to ensure the presence of representatives designated by the minority shareholders and guarantee gender balance. The lists are filed at the Company headquarters at least 25 days prior to the Shareholders' Meeting on first or single call and published in accordance with the law and Consob regulations, together with the professional CV of each candidate and a declaration stating that they accept their candidacy to the position and that no grounds exist for ineligibility or incompatibility and that they meet the integrity and independence requirements, if applicable. The lists can be presented by shareholders who, either alone or collectively, hold voting rights equivalent to at least 1% of the entire ordinary share capital, as established by Consob with Consob Resolution No. 92 dated January 31, 2024. Lists that feature three, or more than three, candidates must include both genders, in compliance with current legislation on gender balance3. When the number of the least-represented gender must, by law, be at least three, the lists from which most Board members are selected must include at least two candidates from the least represented gender.

Seven tenths of Directors are appointed from the list that has obtained the majority of votes (rounded down if necessary). The remaining Directors shall be selected from the other lists, provided they are not in any way, even indirectly, linked with the shareholders who have presented or voted for the list that has obtained the majority of votes. Candidates will be classified in decreasing order according to their respective ratios, and those who have received the higher ratios will be appointed. In the event that more than one candidate obtains the same ratio, the candidate on the list with no Director yet appointed, or on the list with the lowest number of Directors appointed will be elected. If these lists have yet to elect a Director, or if they have already appointed an equal number of Directors, the candidate on the list with the highest number of votes shall be appointed. In the event that the vote is still tied, the Shareholders' Meeting will vote again, but only between the candidates under ballot, and the candidate who receives the majority of votes will be elected.

Should this procedure fail to appoint the minimum number of independent Directors required by the Articles of Association, the ratio of votes is calculated for each candidate from said lists by dividing the votes received by each list by the order number of each candidate. Candidates who do not meet independence requirements with lowest ratios from all lists are replaced, starting from the last one, by independent candidates from the same list (in the

order they appear on the list), or by persons who meet the independence requirements appointed by the Shareholders' Meeting through a majority vote as required by law. In the event that candidates from different lists obtain the same ratio, the candidate on the list with the highest number of Directors already appointed will be replaced, or the candidate from the list that received the fewest votes, or should the number of votes be the same, the candidate who obtains the fewest votes by the Shareholders' Meeting in an ad-hoc ballot. Should this procedure fail to meet the requirements of regulations on gender balance, the ratio of votes is to be calculated for each candidate taken from the lists by dividing the votes received by each list by the order number of each candidate. The candidate of the most represented gender with the lowest ratio amongst candidates from all lists is replaced, provided the minimum number of independent Directors is met, by the candidate from the least represented gender with the higher order number in the same list of the replaced candidate, or by a person appointed by the Shareholders' Meeting through a majority vote, as required by law. If candidates from different lists obtain the same minimum ratio, the candidate from the list which has appointed the greater number of Directors is replaced, or the candidate from the list that obtained the fewest votes, or, if votes are equal, the candidate who obtains the fewest votes by the Shareholders' Meeting in an ad-hoc ballot.

This voting procedure is applicable only when the entire Board of Directors is to be renewed. Should the need arise for one or more Directors to be replaced during their mandate, the procedure as per Article 2386 of the Italian Civil Code shall be applied. Should the majority of Directors become unavailable, the entire Board of Directors shall be considered void. A Shareholders' Meeting shall be called by the outgoing Board to elect a new one. In any case, current legislation must be complied with vis-à-vis the minimum number of independent Directors and gender balance quotas.

When the current Board was elected in 2021, two lists of candidates were put forward, one jointly by Eni SpA and CDP Industria SpA (now CDP Equity SpA) (pursuant to the Shareholders' Agreement in force between the two companies) and the other by institutional investors.

Saipem's Board of Directors met on August 31, 2022, and took note of the resignation tendered by the non-executive and non-independent Director and member of the Sustainability, Scenarios and Governance Committee Pier Francesco Ragni.

As a result of the above, the Board of Directors, having obtained the opinion of the Remuneration and Nomination Committee and with the approval of the Board of Statutory Auditors, appointed as Director in his place Alessandro Puliti, pursuant to Article 2386, first paragraph of the Italian Civil Code. Alessandro Puliti also already held the position of General Manager of the Company.

During the aforementioned meeting, Francesco Caio resigned, effective immediately, from his positions as member of the Board of Directors and General Manager, thus relinquishing all powers.

The Board of Directors unanimously appointed Alessandro Puliti as Chief Executive Officer (who therefore retained the position of General Manager).

The Company's Board of Directors met on October 26, 2022, having obtained the opinion of the Remuneration and Nomination Committee and with the approval of the Board of Statutory Auditors, appointed by co-optation Davide Manunta as non-executive and non-independent Director, pursuant to Article 2386, first paragraph of the Italian Civil Code. Davide Manunta was also appointed as member of the Sustainability, Scenarios and Governance Committee.

The nomination of the non-independent and non-executive Director Davide Manunta, appointed by co-optation based on independent evaluations by the Board of Directors on October 26, 2022, to replace the non-independent and executive Director Francesco Caio, Chief Executive Officer and General Manager of the Company until August 31, 2022, was submitted by the shareholder CDP Industria SpA (now CDP Equity SpA).

The Shareholders' Meeting on May 3, 2023, appointed, pursuant to Article 2386 of the Italian Civil Code, Alessandro Puliti and Davide Manunta as Board Directors, whose term of office shall expire together with that of the current Directors, i.e. at the Shareholders' Meeting called to approve the financial statements at December 31, 2023. On May 3, 2023, the Board of Directors confirmed (i) Alessandro Puliti, already General Manager of the Company, as Chief Executive Officer and (ii) Davide Manunta as a member of the Sustainability, Scenarios and Governance Committee. Pursuant to Article 19 of the Articles of Association, the Directors must meet the independence and integrity requirements prescribed by regulations, and possess the professional expertise, competence and experience to carry out their mandate efficiently and effectively and be able to dedicate sufficient time and resources to their office.

On February 23, 2022, at the proposal of the Sustainability, Scenarios and Governance Committee, the Board of Directors resolved to adopt qualitative and quantitative criteria for the purposes of ascertaining the independence requirement of Directors, as illustrated in detail in the paragraph "Independent Directors and Lead Independent Director" on page 34 of this Report.

Information on other Directorships or Auditors posts held by the directors in listed companies, in financial, insurance or large companies are listed below under "Maximum number of offices held in other companies".

The Shareholders' Meeting did not authorise any exceptions to the non-competition clause provided for in Article 2390 of the Italian Civil Code.

Composition (pursuant to Article 123-bis, paragraph 2, letter d) and d-bis) of Legislative Decree No. 58/1998)

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The Board of Directors on March 12, 2021 approved the Directors' Reports and the proposed resolutions to submit to the Shareholders' Meeting and, in compliance with Article 4, Recommendation 23, of the Corporate Governance Code, it asked the shareholders presenting a list containing more than half of the candidates to be elected to provide adequate information, together with the documentation required to file the list, concerning the compliance of the list with the recommendations made by the outgoing Board of Directors, also vis-à-vis the diversity required by Principle VII and Recommendation 8 of the same Corporate Governance Code, and to indicate their candidate for the office of Chairman of the Board, whose appointment takes place according to the procedures identified in the Articles of Association.

The Shareholders' Meeting on April 30, 2021, set the number of Directors at nine, appointing the Board of Directors for the years 2021-2022-2023, its mandate expiring at the Shareholders' Meeting called to approve the Financial Statements at December 31, 2023. The Board was made up as follows: Silvia Merlo (independent, non-executive Director), Francesco Caio (non-independent, executive Director, already Chairman in the previous board mandate), Roberto Diacetti (independent, non-executive Director), Alessandra Ferone (non-independent, non-executive Director, already Director in the previous board mandate from February 2020), Patrizia Michela Giangualano (independent, non-executive Director), Pier Francesco Ragni (non-independent, non-executive Director), Marco Reggiani (non-independent, non-executive Director), Paul Schapira (independent, non-executive Director, already Director in the previous board mandate) and Paola Tagliavini (independent, non-executive Director).

Silvia Merlo, Francesco Caio, Alessandra Ferone, Pier Francesco Ragni, Marco Reggiani and Paola Tagliavini were drawn from the list submitted jointly by Eni SpA and CDP Industria SpA (now CDP Equity SpA), whose holding when the list was presented was 43.095% of Saipem ordinary share capital, voted by the majority of the shareholders at the Shareholders' Meeting.

Roberto Diacetti, Patrizia Michela Giangualano and Paul Schapira were drawn from the list submitted by shareholders4 representing 1.161% of Saipem ordinary share capital, voted by the minority of shareholders at the Shareholders' Meeting.

The Shareholders' Meeting appointed Silvia Merlo as Chair of the Board of Directors, at the joint proposal of shareholders Eni SpA and CDP Equity SpA.

Saipem's Board of Directors on February 25, 2020, adopted, after review by the Sustainability, Scenarios and Governance Committee, the amendments to the Articles of Association necessary to ensure compliance with the latest legislation on gender balance (Law No. 160 of December 27, 2019).

With the appointment of the Board of Directors at the Shareholders' Meeting of April 30, 2021, Article 147-ter, paragraph 1-ter of Legislative Decree No. 58/1998, as amended by paragraph 302 of Law No. 160 of December 27, 2019, was applied, ensuring, for six consecutive terms, that at least two-fifths of the Board of Directors be comprised of the least represented gender.

When putting forward their candidacy, Silvia Merlo, Paola Tagliavini, Paul Schapira, Roberto Diacetti and Patrizia Michela Giangualano declared that they possessed the independence requirements provided for by Article 148, paragraph 3, of Legislative Decree No. 58/1998, as referred to in Article 147-ter, paragraph 4 of the same Legislative Decree and the recommendations of the Corporate Governance Code, which Saipem endorses.

At their meeting of April 30, 2021, the Board of Directors, based on the declarations provided by the Directors and information at the Company's disposal, ascertained that all Board Directors meet the integrity requirements, and that no reasons for ineligibility or incompatibility exist, as required by current legislation. The Board of Directors also verified the independence requirements provided for by the law and the Corporate Governance Code, ascertaining that the Directors Roberto Diacetti, Patrizia Michela Giangualano, Paul Schapira and Paola Tagliavini are independent. In light of the powers and role assigned to the Chair, Silvia Merlo was also confirmed as an independent Director.

For Directors appointed by co-optation in 2022 and subsequently confirmed, pursuant to Article 2386 of the Italian Civil Code, by the Shareholders' Meeting on May 3, 2023, the Board of Directors ascertained, from time to time, based on the declarations provided by the Directors Alessandro Puliti and Davide Manunta, that they met the integrity requirements as provided by current legislation and that no reasons for ineligibility or incompatibility existed also with respect to the maximum number of offices they may hold, as per Board of Directors' resolution dated February 26, 2018. The Board of Directors also ascertained that the newly elected directors did not meet the independence requirements pursuant to Legislative Decree No. 58/1998 and the Corporate Governance Code.

As previously stated, on February 23, 2022, at the proposal of the Sustainability, Scenarios and Governance Committee, the Board of Directors resolved to adopt qualitative and quantitative criteria for the purposes of

⁽⁴⁾ Amundi Asset Management SGR SpA manager of the fund Amundi Risparmio Italia; ANIMA SGR SpA manager of the fund Anima Iniziativa Italia; Eurizon Capital S.A. manager of the fund Eurizon Fund comparto Italian Equity Opportunities; Eurizon Capital SGR S.p.A manager of the funds: Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon Progetto Italia 40, Eurizon Italian Fund - ELTIF, Eurizon PIR Italia Azioni; Fideuram Asset Management Ireland manager of the fund Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management SGR SpA manager of the funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Generali Investments Partners SpA SGR manager of the fund GIP Alleanza Obbl; Kairos Partners SGR SpA in its capacity as Management Company di Kairos International Sicav - comparto Italia; Mediobanca SGR SpA manager of the fund: Fondo Mediobanca Mid & Small Cap Italy; Mediobanca SICAV - Euro Equities; Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity; Mediolanum Gestione Fondi SGR SpA manager of the funds: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia; Pramerica Sicav comparto Italian Equity; Pramerica SGR SpA manager of the funds: MITO 25, MITO 50.

ascertaining the independence requirements of Directors, as illustrated in detail in the paragraph "Independent Directors and Lead Independent Director" on page 34 of this Report.

Upon their appointment and on an annual basis thereafter, the Directors make declarations stating they possess the independence and integrity requirements as set by the relevant regulations and the Board makes sure they are met. The Board of Directors is made up by a majority of independent Directors, all of whom are non-executive directors, except for the Chief Executive Officer and General Manager.

On March 7, 2023, the Board of Directors last verified, based on the information provided and information at the Company's disposal, that the Chairman Silvia Merlo and the Directors Roberto Diacetti, Patrizia Michela Giangualano, Paul Schapira and Paola Tagliavini still met the independence requirements.

Through a resolution dated February 28, 2024, the Board of Directors of Saipem, at the Remuneration and Nomination Committee's proposal, considering the results of the 2023 Board Review, in view of the renewal of the Board itself, provided the shareholders with its guidelines on the qualitative and quantitative composition they deem the new Board of Directors should possess.

Saipem's Board of Directors, with the aim of facilitating the process of defining the best proposals for the quantitative and qualitative composition of the Board of Directors of Saipem, in view of its renewal for the 2024-2026 mandate, believed: (i) the current number of nine Directors to be appropriate; (ii) the current balance between Executive Directors (1) and Non-Executive Directors (8), of which 5 are Independents, to be appropriate; (iii) that the current size allows for the correct composition of the four Board Committees, with the necessary number of Independent members.

The main recommendations and suggestions to the shareholders are to:

≥ propose that the Shareholders' Meeting maintain a high number of outgoing Board Directors, thus ensuring that a large part of the overall valued experience and competencies gained, and the overall skill set of the current Board remains within the new Board;
≥ identify high-quality professional and personal profiles with authority and competence, to ensure strong complementarity, time commitment, engagement and integration with the profiles of the Directors who may be reconfirmed;
≥ value "soft skills", i.e. indicating business judgment, analytical and decision-making skills, and strategic orientation among others;
≥ consider candidates who can bring managerial experience in technical/industry fields of comparable sectors and international experience in companies operating on a contract basis, including those not necessarily related to Oil&Gas;
≥ verify that all candidates to the position of Board Director demonstrate that they can provide adequate time availability, necessary to participate in, usually in person or by videoconference, to all activities required by the role.

The document "Saipem Board of Directors' guidelines to the shareholders on the quantitative and qualitative composition of the new Board of Directors" is published at www.saipem.com in the "Governance" section.

Pursuant to Article 144-decies of Issuers' Regulations, information is provided hereafter on the personal and professional characteristics of Saipem's current Board Directors, also available at www.saipem.com in the "Governance - Board of Directors" section.

Silvia Merlo

Born in Cuneo on July 28, 1968, she graduated in Business Administration from the Carlo Cattaneo University - LIUC of Castellanza. She took part in the "In the Boardroom - Valore D" Training Programme in Milan and the "BNP Paribas Women Entrepreneur Programme" at Stanford Graduate School of Business in California (USA).

She is CEO of Merlo SpA Industria Metalmeccanica and holds positions on the Boards of Directors of other companies belonging to the Merlo Group. She is a member of the Board of Directors, the Risk Control and Sustainability Committee and the Remuneration Committee of Sanlorenzo SpA.

She has also served as a board member and member of internal committees in several other companies, including Leonardo SpA, BNL Banca Nazionale del Lavoro SpA, GEDI Gruppo Editoriale SpA, Erg SpA and Banca CRS Cassa di Risparmio di Savigliano SpA.

In 2014, she was awarded the "Golden Apple" as part of the "Women at High Altitude" award of the "Marisa Bellisario" Foundation for entrepreneurship, and in 2017 she received the "Amelia Earhart" award at the initiative of the Zonta Club.

She is an independent director, as well as Chairman of the Board of Directors and Chairman of the Sustainability Scenarios and Governance Committee of Saipem SpA.

Alessandro Puliti

Born in Florence on June 23, 1963, he graduated with honours in geological sciences from the University of Milan and received his MEDEA Master's degree in Energy and Environmental Economics from the Mattei School.

He has written several papers presented at international conferences on both reservoir and drilling subjects.

In 1990, he was employed by Agip SpA as Reservoir Geologist in the Reservoir Department, where he was responsible for the study of reservoirs in Africa and Italy. In 1998, his international career began with a move to Aberdeen (Scotland, UK), where he held the position of Assistant Operated Asset Manager at Agip UK.

In 2003, he moved to Egypt as Development and Operations Manager of IEOC, holding increasingly complex management roles first as General Manager and Managing Director of Petrobel and then as General Manager of IEOC. In 2009, in Italy he was VP for Northern Europe and Russia and, in 2010, in Stavanger (Norway) he held the role of Managing Director of Eni Norge also responsible for Northern Europe and Russia.

In 2012, in Italy, in the Operations Department, he initially held the position of Senior VP for Petroleum Engineering, Production and Maintenance and, later, as Senior VP for Drilling and Completion and Deputy Operations. In October 2015, he was appointed Executive Vice President for Reservoir & Development Projects Directorate.

In September 2018, he was appointed Chief Development, Operations & Technology Officer and, in July 2019, Chief Upstream Officer of Eni. From July 2020 to February 2022, he was COO of Natural Resources at Eni.

In February 2022, he was appointed Chief Operating Officer and General Manager of Saipem SpA and in August 2022 also Board Director.

Roberto Diacetti

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Born in 1973 in Palestrina, Italy, he graduated in Law from LUISS Guido Carli University in Rome and acquired considerable managerial experience in both the public and private sectors.

Over the years he has held the office of Chief Executive Officer of Risorse per Roma SpA, Chairman of Eur SpA and Roma Convention Group SpA. He has also been Vice Chairman of the World Food Programme Italy and contract professor of Planning and Control at the University of Cassino for over ten years.

He is currently General Manager of Fondazione Enpaia. He is also Board Director and member of the Board of Audit and Risk Committee and Chairman of the Appointments Committee of Banca IFIS SpA, Board Director and member of the Audit, Risks, Sustainability and Corporate Governance Committee of Pirelli & C. SpA.

He is a Saipem independent Director and a member of its Audit and Risk Committee and Related Parties Committee.

Alessandra Ferone

Born in Naples on November 24, 1970, she graduated with honours in Economics and Business from the Federico II University of Naples, later qualifying as a certified public accountant.

After an initial experience in Coopers & Lybrand SpA, she later joined TIM SpA, working mainly in the International Affairs area, first as Project Manager, then as Head of department.

She was Head of the European Mobile Telecom desk of Banca IMI, within the Equity Research department, and then Senior Investment Manager of the closed-end fund "Mezzogiorno" Sanpaolo IMI Private Equity and Head of the Credit Analysis and Valuation sector of Banca OPI of the same Group.

In 2007, she brought her experience to Cassa Depositi e Prestiti SpA, covering multiple roles and attaining the position of Group Chief Risk Officer.

Since the end of January 2024, she has been an executive on secondment at Open Fiber SpA, where she serves as Director of Risk Management & Financial Advisory.

She is a member of the Board of Directors and of the Remuneration and Nomination Committee of Saipem SpA.

Patrizia Michela Giangualano

Born in Milan on October 17, 1959, she graduated in Economics and Business, with a specialisation in Corporate Finance from L. Bocconi University in Milan.

She is an Advisor on Governance and Sustainability. She started her career in the industrial and financial world with roles of ever greater responsibility in Montedison, IBM and in strategic consulting (AtKearney and PwC) where she developed expertise in the area of governance, risks and controls for the financial services sector. She is a member of the Board of Directors of Nedcommunity (association of independent directors) and lectures at universities, associations and master's faculties in the areas of risk, controls, cybersecurity, compliance and sustainability.

She has been a director of leading Italian banks with positions on internal control, sustainability, compensation, risk and Supervisory Boards, as well as on strategic/reengineering committees, and of companies in the infrastructure, transportation and defence sectors with positions on risk, sustainability, innovation and remuneration committees. She is currently a member of the Board of Directors of Saipem SpA, as well as Chairman of the Audit and Risk Committee of Salvatore Ferragamo SpA and EPTA SpA, Director of Aidexa Holding SpA, and Advisor to large and medium-sized companies.

At Saipem, she is an independent Board Member, as well as Chairman of the Related Parties Committee and member of the Sustainability, Scenarios and Governance Committee.

Davide Manunta

Born in Milan on August 8, 1981, he graduated in management engineering from Milan Polytechnic, specialising in finance.

He gained 15 years of experience in investment banking, holding managerial positions both in Italy and abroad and is currently Co-Head of Investment and Equity Management at CDP Equity SpA, as well as Head of the Energy & Construction Sector at CDP SpA and CDP Equity SpA, and Head of Finance, Planning & Control at CDP Reti SpA. He also holds the position of Chairman of the Board of Directors of Renovit SpA, Director and member of the Risk Control and Sustainability Committee of Trevi Finanziaria Industriale SpA and Director of Trevi SpA and Soilmec SpA. He is a Director and member of the Sustainability Scenarios and Governance Committee of Saipem SpA.

Marco Reggiani

Born in Reggio Emilia on June 3, 1968, he has been: (i) Managing Director and General Manager of Thaleia, an Italian and European platform dedicated to infrastructure projects for the energy transition, since 2023; (ii) Adjunct

Professor ("Administrative Regulation of the Economy") at the University of Bologna, School of Specialisation for the Legal Professions, since 2019; (iii) Member of the Advisory Board of Transparency International Italia, since 2023; (iv) President of AISCA, the Italian Association of Board Secretaries and Corporate Governance, since 2018. Previously, he has held the following roles: (i) Chairman of Stogit – the largest Italian and European player in the gas storage business (from December 2020 to April 2023); (ii) General Counsel of Snam, the leading regulated gas utility in Europe, listed on the Milan Stock Exchange, holding the position of Director of Legal, Corporate Governance, Compliance, Enterprise Risk Management and Health, Safety, Environment & Quality functions (from January 2010 to December 2020); (iii) Chairman of Italgas SpA Italy's main gas distribution company (from April 2012 to October 2016); (iv) Adjunct Professor ("Environmental Law") at the Faculty of Law, LIUC University of Castellanza (from 2007 to 2012); (v) Vice Chair of the Business Anticorruption Committee of OECD Commission (from 2019 to 2021). Finally, he has been a Board Member of Italian and foreign companies, and Senior Vice-President General Counsel Corporate of Eni and he is a lawyer registered with the Milan Bar Association.

He studied in Parma and Trento.

He is a Director and member of the Sustainability Scenarios and Governance Committee of Saipem SpA.

Paul Simon Schapira

Born in Milan, Italy, on March 26, 1964, he graduated with honors in Political Economics from Columbia University, New York (USA) and holds a master's degree in business administration from Insead, Fontainbleau (France).

Mr. Schapira has held various positions, both domestic and international, as Managing Director at both Goldman Sachs and Morgan Stanley, responsible for managing relationships with numerous private equity and pension funds.

He currently provides financial and strategic advisory services to companies, family holding companies and private equity funds, and is a member of the Advisory Board of Equita SpA, as well as Senior Advisor to Bregal Milestone; he also serves as an independent Director at Tamburi Investment Partners SpA.

He is an Independent Director and Chairman of the Remuneration and Nomination Committee, as well as a member of the Audit and Risk Committee of Saipem SpA.

Paola Tagliavini

Born in Milan on October 23, 1968, she graduated with honors in Business Administration from Luigi Bocconi University of Milan.

Ms. Tagliavini is a certified public accountant and has over 30 years' experience in risk management and has held multiple leadership roles in specialised teams at various corporate entities.

She is an Adjunct Professor of Corporate Audit, Internal Audit, Risk and Corporate Compliance, and Enterprise Risk Management at the Department of Accounting at Luigi Bocconi University in Milan.

In addition, she is Senior Lecturer in Audit & Risk Management at Knowledge Area Accounting and Co-director of ERM Laboratory (LabERM) of Bocconi SDA.

She has authored publications and spoken at conferences on the subject of risk, compliance and internal controls. Director Tagliavini has held and holds various positions as a member of the Board of Directors, member of the supervisory board and supervisory body in listed companies, financial or insurance companies.

She currently holds the position of Board Member of Intesa Sanpaolo SpA, as well as Chairman of the Risk and Sustainability Committee and member of the Committee for Related Party Transactions; in addition, he holds the position of Board Member of Rai Way SpA, and Chairman of the Control and Risk and Sustainability Committee.

She is an independent board member and Chairman of the Audit and Risk Committee, as well as a member of the Remuneration and Nomination Committee and the Related Parties Committee of Saipem SpA.

Criteria and policies on diversity

The appointment of Saipem's management and control bodies occurs, pursuant to Articles 19 and 27 of the Articles of Association, through voting from lists (please refer to page 23, paragraph "Appointment and replacement" and page 51, paragraph "Composition, appointment and functioning of Board of Statutory Auditors"). It is therefore the shareholders' responsibility to evaluate and define the policies concerning the age, nationality, experience and professional development of the candidates, as well as their objectives, methods of implementation and results.

Concerning gender quotas Saipem has immediately aligned its Articles of Association to the relevant legislative provisions as they were introduced. Law No. 160 dated December 27, 2019, aimed at extending the effects of Law No. 120/2011, introduced a minimum quota for the "least represented" gender in administrative and control bodies, equal to two fifths of appointed Board Directors and Statutory Auditors, which applies for six consecutive terms from its entry into force.

Saipem has therefore aligned its Articles of Association to the aforementioned legislative provisions.

In compliance with Article 4, Principle XIII, Recommendation 23 of the Corporate Governance Code – which recommends that the outgoing Boards of Directors of listed companies make their Recommendations to the Shareholders on the quantitative and qualitative composition they deem the new Board should have – upon the renewal of Saipem Board of Directors at the Shareholders' Meeting 2021, the then Board of Directors had recommended that the shareholders, in submitting the list of candidates to the office of Board Directors, ensure that the number of candidates of the least represented gender be at least two-fifths of the size they had chosen for the Administrative Body (and therefore at least four in the case of a Board of Directors composed of nine members). Furthermore, the Board of Directors had required anyone presenting a list containing more than half of the candidates to be elected to provide adequate information, in the documentation submitted for filing the list, about the compliance of the list with the 'Recommendations made by the Board of Directors, also with reference to the diversity criteria provided for by Article 2, Principle VII and Recommendation 8 of the same Corporate Governance Code, and to indicate their candidate to the office of Chairman of the Board, whose appointment takes place according to the procedures set forth in the Articles of Association.

At their meeting of February 28, 2024, the Board of Directors, also taking into account the outcome of the 2023 Board Review, expressed its guidance to the shareholders on the quantitative and qualitative composition of the new board, emphasising that, pursuant to the provisions of the 2020 Budget Law on gender balance in the bodies of listed companies, at least two-fifths of Board members must be from the least represented gender (i.e. at least four when the Board is made up of nine Directors).

The current composition of Saipem's corporate bodies complies with current legislation on gender balance.

On November 15, 2022, the Board of Directors approved the Diversity, Equality & Inclusion Policy aimed at: (i) promoting and supporting a culture based on valuing diversity, removing all forms of discrimination and cultural, organisational and material barriers; (ii) valuing differences as a source of mutual enrichment and an essential element for business sustainability and competitiveness; (iii) spreading the principles of inclusion and fairness, fostering a collaborative work environment, developing programmes and business processes aimed at promoting equal opportunities.

Saipem's proactive commitment to supporting the values of diversity, equity and inclusion is also reflected in the Supplier Code of Conduct updated in May 2023, with the integration of a specific paragraph dedicated to the values and commitments mentioned in the aforementioned Policy.

Furthermore, again consistently with the Policy, Saipem has updated the chapter dedicated to Diversity & Inclusion of the 2023-2026 Strategic Plan, with precise objectives and a particular commitment to guaranteeing the principle of equity and gender equality, as core values and fundamental principles of social rights in favour of gender inclusion and women's empowerment.

Saipem's official commitment to reducing the gender gap is also demonstrated by the establishment, in October 2023, of the Diversity & Inclusion Committee, tasked with ensuring the promotion and adoption of gender equality principles expressed in Company policies and guaranteeing the constant application of all the elements and requirements of the Uni PdR 125:2022 Standard, for which Saipem obtained, in November 2023, the Gender Equality Certification, from the accreditation body Det Norske Veritas (DNV).

In December 2023, DNV also issued the annual renewal for Italy of the statement related to ISO Standard 30415:2021 - Human Resource Management Diversity and Inclusion, which is a valuable guide for the effective application of principles of Diversity & Inclusion in corporate processes.

Maximum number of offices at other companies

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Pursuant to application criteria 1.c.2 and 1.c.3 of the old Corporate Governance Code (now Article 3, Principle XII, Recommendation 15 of the current Corporate Governance Code) to ensure that Directors can devote enough time to their office, taking into account their own professional commitments and their participation in Board Committees, the Board of Directors on February 26, 2018, at the proposal of the then Corporate Governance Committee and Scenarios, expressed the following guidelines on the maximum number of offices a Director may hold in other companies.

"With regard to Saipem's Directors, pursuant to the maximum number of administrative and control positions as defined by Article 144-duodecies of the Issuers' Regulations – the same rules apply as established by the Issuers' Regulations for members of the control bodies (Articles 144-duodecies and 144-terdecies of Issuers' Regulations), with the indication that:

1) an executive Director should not hold the office of: (i) executive Director in any other listed company, whether Italian or foreign, or in any financial, banking or insurance company or in a company with shareholders' equity exceeding €1 billion; (ii) non-executive Director of another issuer, whether Italian or foreign, in the event that the executive Director of the same issuer is a Director of Saipem;
2) Saipem's Chairman should not hold the office of Board Director in more than four listed companies, whether Italian or foreign;
3) an executive Director should not hold the office of executive Director of another issuer, whether Italian or foreign, in the event that a non-executive Director of the same issuer is an executive Director of Saipem;
4) in accordance with the provisions introduced in 2015 by the Corporate Governance Code for listed companies, which requires that the Board of Directors take into consideration, in expressing the Board's recommendations on the maximum number of Directors' offices, the participation of Directors in Board Committees, the calculation model to be applied contained in Annex 5-bis, Table 1 of Article 144-terdecies of the Issuers' Regulation, attributes a weight of 0.10 for the office of Chairman of a Board Committee (other than the Executive Committee) and 0.05 for the office of member in a Board Committee (other than the Executive Committee);
5) a candidate for the position of non-executive Director of Saipem is allocated a fixed weight of 0.85 to take into account their future participation in Board Committees. The weight attributed to the office of commissioner/administrator of a large company under special administration is the same as the weight attributed to the office of executive Director;
6) the limit on multiple offices excludes offices held in Saipem Group companies.

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

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Should the aforementioned limits be exceeded, Directors shall immediately inform the Board of Directors, who, after assessing the position and, in light of the Company's interests, shall invite the Director to make the relevant decisions". In a resolution dated February 28, 2024, Saipem's Board of Directors, at the recommendation of the Remuneration and Nomination Committee, having consulted with the Sustainability, Scenarios and Governance Committee, approved the guidelines on the maximum number of positions that Board Directors may hold on management and control bodies, which shall apply upon expiry of this Board of Directors' mandate, i.e. on the date of the Shareholders' Meeting called to approve the financial statements as of December 31, 2023. These guidelines provide that:

"In addition to the position held at the Company, a Saipem non-executive Director should not hold the position of Director or Statutory Auditor at more than 4 Relevant Companies.

In addition to the position held at the Company, a Saipem executive Director should not hold the position of:

≥ Executive Director at another Relevant Company;

≥ Non-executive Director or Statutory Auditor at more than 2 Relevant Companies.

In addition to the position held at the Company, the non-executive Chairman of Saipem should not hold the position of Director or Statutory Auditor at more than 3 Relevant Companies.

For the purposes of calculating the number of positions held, the offices of Executive Director or non-executive Chairman count double, so each of these positions is considered as two positions.

The offices held in Board Committees at the same company are excluded from the calculation on the number of positions held.

The offices held in other Saipem Group companies are excluded from the calculation on the number of positions held. If a Director holds more than one position in several Relevant Companies that are part of the same Group, only one position within such Group shall be considered for the purposes of calculating on the number of offices (or two positions if one these additional offices is as executive Director or non-executive Chairman).

A Saipem non-executive Director should not hold the position of Executive Director at a Relevant Company, where a Saipem executive Director is a non-executive Director.

A Saipem Executive Director should not hold the position of non-executive Director at a Relevant Company, where a Saipem Director is an Executive Director.

During the year, Directors should attend at least 90% (ninety percent) of meetings of the Board of Directors and Board Committees of which they are members. It is also recommended that meetings be attended in person".

Please note that Relevant Companies are: (i) "Italian or foreign companies: listed5; (ii) financial6, banks or insurance companies; (iii) whose net equity exceeds €1,000,000,000.00 (one billion/00).

Based on the information received, listed hereunder are additional Directorships or auditor posts held by Saipem's Board Directors in other Relevant Companies, as described above, as of the date of this Report.

SILVIA MERLO (nominated jointly by the Shareholders Eni SpA and CDP Industria SpA)

Board Director of Sanlorenzo SpA

ALESSANDRO PULITI (co-opted by the Board of Directors on August 31, 2022) N/A

ROBERTO DIACETTI (nominated from the list put forward by institutional investors) Board Director of: Pirelli & C. SpA, Banca Ifis SpA, Granarolo SpA.

ALESSANDRA FERONE (nominated jointly by the shareholders Eni SpA and CDP Industria SpA, now CDP Equity SpA) Member of the Supervisory Board of Euronext NV.

PATRIZIA MICHELA GIANGUALANO (nominated from the list put forward by institutional investors) Board Director of Salvatore Ferragamo SpA.

DAVIDE MANUNTA (nominated jointly by the Shareholder CDP Industria SpA – now CDP Equity SpA – and co-opted by the Board of Directors on October 26, 2022)

Board Director of: Trevi Finanziaria Industriale SpA.

MARCO REGGIANI (nominated jointly by the Shareholders Eni SpA and CDP Industria SpA, now CDP Equity SpA) N/A

PAUL SCHAPIRA (nominated from the list put forward by institutional investors) Board Director of Tamburi Investment Partners SpA.

PAOLA TAGLIAVINI (nominated jointly by the Shareholders Eni SpA and CDP Industria SpA, now CDP Equity SpA) Board Director of: Intesa Sanpaolo SpA, Rai Way SpA.

(5) Companies with shares listed on regulated or unregulated markets, in Italy or abroad.

(6) Financial intermediaries under Article 106 of Legislative Decree No. 385/1993 (Consolidated Banking Act) and companies that perform investment or collective asset management activities and services under Legislative Decree No. 58/1998 (Consolidated Finance Act).

Functioning of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d) of Legislative Decree No. 58/1998)

The Board of Directors approved, pursuant to Article 3, recommendation No. 11 of the Corporate Governance Code, the Rules and Regulations that govern the functions and organisation of the Board of Directors, setting forth the provisions for summoning and running Board meetings. The Rules and Regulations were updated by the Board of Directors at their meeting of April 19, 2023. Specifically, in accordance with the aforementioned Rules and Regulations, the Chairman summons the Board of Directors' meetings, sets the agenda and notifies the Directors and the Board of Statutory Auditors generally five days prior to the Board meeting.

In 2023, the Board of Directors was duly convened by means of a notice sent within the five-day period prescribed by the Articles of Association, except for one urgent summon, and in any case no later than 24 hours prior to the meeting.

The Chairman coordinates the work of the Board and ensures that the necessary information is provided on matters under discussion. The pre-meeting documentation is usually sent no later than the publication of the notice of meeting (at least five days prior to the date of the meeting). The meeting documentation, if urgent, is sent with a notice of no less than 24 hours; in the absence of such notice, the Board of Directors can discuss the items of the agenda, examine the related documents and take resolutions only through a unanimous decision by the Board.

Saipem adopts the necessary tools to ensure timely and complete access of usable pre-meeting documentation, making specific provisions to this effect in the Board of Directors' Regulations.

In 2013, a new IT platform named "BoardVantage" has been used to enable the sharing and exchange of documents, notes and messages between the Company departments and the Board of Directors, or amongst members of the Board. The system ensures the highest confidentiality through appropriate access credentials.

In 2023, the deadline for the transmission of the Board of Directors' documentation as set forth in the Board of Directors' Rules and Regulations was largely met, with the exception of a few urgent cases, in which the Board was nevertheless guaranteed adequate examination.

As recommended by the Corporate Governance Code, the Chairman, with the assistance of the Secretary of the Board, ensures that pre-meeting and complementary information provided during the meetings are such as to enable the Directors to act in an informed manner in carrying out their roles.

Board meetings are held with the aid of electronic devices that allow all Board members and Statutory Auditors to access the Board documentation in electronic format. Board meetings are usually held at the offices of the Company. In the event of audio or video conferencing with third party offices, it is the responsibility of the participants attending remotely to ensure the confidentiality of the communication.

At the beginning of Board of Directors' meetings, the Chairman reminds the Directors, pursuant to Article 2391 of the Italian Civil Code, that they are required to inform the other Directors and the Board of Statutory Auditors of any interest they may have, on their own behalf or on behalf of third parties, in relation to the items on the agenda before the discussion takes place; they have to specify the nature, terms, origin and extent of any interest they may have. When resolving on items, the Directors concerned do not normally take part in the discussion and do not vote on relevant issues, leaving the meeting momentarily during the approval of those resolutions.

The Company's Articles of Association do not specify how often the Board should meet, although Article 21 states it should occur at least quarterly.

In 2023, the Board of Directors met on 14 occasions, their meetings lasting 5.2 hours on average.

Four meetings have been scheduled to take place in the first half of 2024; as of March 12, 2024, the Board has already held 3 meetings. The general public is informed of the dates of Board meetings when periodical statements and reports, required by current legislation, are to be approved.

In 2023, an average of 98.46% of Board Directors and 95.7% of independent Directors attended Board meetings. The Senior Manager responsible for Financial Reporting, who is also Chief Financial Officer, the General Counsel and the Head of the Corporate Affairs and Governance function generally attend Board meetings.

To improve the Board's knowledge of the Company's operations and dynamics, the Directors of the various business areas, as well as the heads of the Staff functions are periodically invited to Board meetings to illustrate the most significant projects, strategies and market conditions in their respective areas.

In 2023, the following company functions also participated in the Board of Directors' meetings: the Chief People, HSEQ and Sustainability Officer, the Head of Internal Audit, the Chief Commercial Officer, the Business Integrity Director, the Chief Integrated Risk Management Officer, as well as the Chief Operating Officers of the various business lines.

Board of Directors' induction

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In 2023, the training programme, which also involved the Board of Statutory Auditors, included, alongside the usual head-office induction sessions, guided visits to vessels of the corporate fleet.

An off-site visit and associated induction were held at the construction site of a Group project.

Among others, special induction sessions were held on topics related to Carbon Capture and Storage, Sustainability, as well as IT, Digital and Cybersecurity topics.

In early 2024, an induction session was held on Saipem's Regulatory System.

Role of the Chairman of the Board of Directors

The Shareholders' Meeting on April 30, 2021, appointed Silvia Merlo as Chairman of the Board of Directors, at the joint proposal of the Shareholders Eni SpA and CDP Industria SpA, now CDP Equity SpA.

At their meeting of April 30, 2021, the Board of Directors vested the Chairman, in addition to all responsibilities and powers granted to her by law and the Company's Articles of Association concerning the management of Corporate Bodies (Shareholders' Meeting and Board of Directors) and the legal representation of the Company, with the existing powers granted to the Chairman during the previous Board mandate. Specifically, taking into account the powers of the Board of Directors, the Chairman:

a) in agreement with the CEO and having consulted the Remuneration and Nomination Committee, proposes to the Board the appointment and dismissal of General Managers. Should the Chief Executive Officer be appointed as General Manager, the proposal is made by the Chairman who, in name and on behalf of the Company, signs the relevant employment contract with the Chief Executive Officer-General Manager;
b) proposes in agreement with the CEO, having consulted the Remuneration and Nomination Committee and received the opinion of Board of Statutory Auditors, the appointment and dismissal of the Director responsible for the Company's Financial Reporting;
c) in agreement with the Chief Executive Officer, having heard the opinion of the Audit and Risk Committee and the Remuneration and Nomination Committee, makes proposals to the Board of Directors for the appointment of the members of the Compliance Committee pursuant to Legislative Decree No. 231/2001 and subsequent amendments;
d) in agreement with the Officer responsible for setting up and maintaining the Internal Control and Risk Management System, having received the opinion of the Audit and Risk Committee, and consulted the Board of Statutory Auditors, proposes to the Board of Directors the appointment, dismissal and remuneration of the Director responsible for the Internal Audit function; the latter is not responsible for any operational area and reports hierarchically to the Board of Directors, and on its behalf to its Chairman. However, functionally the Director responsible for Internal Audit reports to the Director responsible for setting up and maintaining the Internal Control and Risk Management System;
e) in agreement and conjunction with the CEO, makes proposals concerning extraordinary operations involving the Company's share capital and/or overall debt refinancing to be submitted for approval to the Board of Directors;
f) manages the Company's institutional relations in Italy in addition to shareholder relations, together with the CEO, having recourse to Saipem's communication and institutional relations functions, if required;
g) in agreement with the CEO, proposes the adoption of a policy for managing the engagement with shareholders, taking into account the engagement policies adopted by institutional investors and asset managers;
h) in agreement with the CEO, proposes the adoption of a procedure for the internal management and external disclosure of documents and information concerning the Company with particular reference to inside information;
i) proposes the appointment and revocation of the Secretary of the Board of Directors.

In addition to the aforementioned powers, the Chairman chairs the Shareholders' Meeting, convenes and chairs the Board of Directors' meetings and verifies the actual implementation of the resolutions taken by the Board itself. The Chairman is not the main person responsible for the management of the Company (it is the Chief Executive Officer), nor has she managerial or executive powers for the development of corporate strategies and does not represent the Issuer's controlling shareholder.

Secretary of the Board

Under the Corporate Governance Code, the Board of Directors, at the Chairman's proposal, appoints and revokes the Secretary of the Board. Pursuant to the Articles of Association, the Secretary can be appointed even if he or she is not a Director.

The Board Rules and Regulations of the Board of Directors, updated on April 19, 2023, specify the requirements and duties of the Secretary. In particular, under these Regulations, the role of Secretary requires specific experience in carrying out the responsibilities envisaged for this role in the Regulations and the relevant legislation applicable to Italian listed companies.

The Secretary supports the activities of the Chairman and provides impartial assistance and advice to the Board of Directors on any aspect relevant to the proper functioning of the corporate governance system.

The Board of Directors, at their meeting of October 26, 2022, appointed as Secretary of the Board of Directors Simone Chini, Saipem's General Counsel.

Executive Directors

CEO

In line with international best practices, which recommend avoiding the concentration of duties in one person, in 2008 Saipem resolved to separate the roles of Chairman and Chief Executive Officer, the latter being the Director who, by virtue of powers granted and their actual exercise, is the principal person responsible for the management of the Company.

The separation of the roles of Chairman and Chief Executive Officer (CEO) makes the appointment of a lead independent Director unnecessary, also since this appointment has not been requested by Saipem independent Directors.

Francesco Caio had been appointed, as executive Director, Chief Executive Officer and General Manager, by the Board of Directors on April 30, 2021. During the Board meeting held on August 29-30-31, 2022, Francesco Caio resigned, effective immediately, from his positions as member of the Board of Directors and General Manager, thus relinquishing all his powers, having completed his contribution of redirection and relaunch of the Company, in a complex context.

The Board of Directors appointed Alessandro Puliti as Chief Executive Officer, retaining the position of General Manager conferred upon him by the Board of Directors on February 4, 2022, granting him all the powers previously granted to Francesco Caio.

Alessandro Puliti was confirmed as Board Director by the Shareholders' Meeting on May 3, 2023, pursuant to Article 2386 of the Civil Code; at the Board meeting held on the same date, the Board confirmed Alessandro Puliti, already General Manager of the Company, as Chief Executive Officer.

In particular, Alessandro Puliti, as Chief Executive Officer, has been granted all the powers necessary for the management and administration of the Company, with the sole exception of the powers reserved exclusively to the Board of Directors and the powers reserved, by law or by the Articles of Association, to the Board of Directors, to the Chairman or the Shareholders' Meeting; by way of example and not limited to, the Chief Executive Officer has been granted the powers:

1. to represent the Company, in Italy and abroad, in dealing with national or local Governing Bodies, private or public corporations, and private or legal persons, also before the judicial, administrative and tax authorities and to carry out, in the name and on behalf of the Company, all acts in any case pertaining to the corporate purpose;
1. to enter into, modify, terminate and transfer:

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a) enlistment contracts with Captains and Master Deck Officers, as well as the rest of the crew; to embark and disembark the same and establish shifts;
b) bank contracts and contracts with financial institutions; contracts of credit lines, current accounts, deposits, advances guaranteed by securities and safety deposit boxes;
1. to perform operations on current accounts of the Company within the limits of the credit lines granted;
1. to represent the Company before any ordinary, special or administrative judicial authority, or arbitration board, in Italy and abroad, of any order or degree, be it plaintiff or defendant, having the power to start, transact and settle single disputes, to defer or report the oath, to defer or refer the decisory oath, to take the decisory, suppletory or estimatory oath; to waive and/or accept the waiver both of the action and of the right of action, and accept examinations, either free or formal on the facts of the proceedings, with the power to be substituted in single judgments by special attorneys in order for them to exercise any power conferred upon him; submit criminal complaints and appear as a civil party in the same trials; submit complaints to the competent authorities in Italy and abroad.
1. to appoint and revoke lawyers for representation and defence in any judgment, including executive ones, in any state and degree, even before higher jurisdictions or in the process of being revoked, before ordinary, special, administrative and tax judicial authorities; nominate and revoke lawyers for the civil action in criminal trials; compromising in arbitrators, both ritual and non-ritual, or called to intervene as friendly composers and nominate and revoke the arbitrators themselves; appoint and dismiss arbitrators and experts; to appoint and dismiss attorneys in disputes compromised in arbitration;
1. to appoint and revoke attorneys for the exercise of all or part of the powers conferred;
1. to implement the resolutions passed by the Board of Directors at any time, the execution of which has been delegated to the Chief Executive Officer of the Company at the time in office.

The CEO reports promptly and at least quarterly to the Board of Directors and to the Board of Statutory Auditors on activities carried out and on the most significant economic, financial and equity transactions carried out by the Company or its subsidiaries.

There are no other executive Directors on the Board.

On the day of approval of this Report, the following functions report to the Chief Executive Officer and General Manager:

≥ Chief Financial Officer;
≥ Chief Commercial Officer;
≥ General Counsel;
≥ Chief People, HSEQ and Sustainability Officer;
≥ External Communication and Public Affairs Director;
≥ Chief Supply Chain Digital and IT Officer;
≥ Chief Integrated Risk Management and Compliance Officer;
≥ Chief Technology and Innovation Officer;
≥ Asset Based Services Chief Operating Officer;
≥ Energy Carriers Chief Operating Officer;
≥ Robotics and Industrialized Solutions Chief Operating Officer;
≥ Sustainable Infrastructures Chief Operating Officer;
≥ Offshore Wind Chief Operating Officer.

The Director for Internal Audit – Maurizio Bonzi – reports hierarchically to the Board of Directors and, on its behalf, to the Chairman of the Board, except for those duties that fall under the remit of the Audit and Risk Committee and the CEO, in his capacity as Officer responsible for the Internal Control and Risk Management System.

The Secretary of the Board of Directors – Simone Chini – reports hierarchically and functionally to the Board of Directors and, on its behalf, to the Chairman of the Board.

Paolo Calcagnini, who held the position of Chief Project Control and Financial Advisory Officer since February 4, 2022, has held the position of Chief Financial Officer since May 27, 2022, in addition to that of Director responsible for the Company's Financial Reporting, having been granted all powers provided for by Legislative Decree No. 58/1998, reporting directly to the corporate bodies under the terms of the law.

Independent Directors and Lead Independent Director

Independent Directors

Article 147-ter, paragraph 3, of Legislative Decree No. 58/1998 regulating the appointment and composition of the Board of Directors provides that "at least one member shall be elected from the minority slate that obtained the largest number of votes and is not linked in any way, even indirectly, with the shareholders who presented or voted the list which resulted first by the number of votes. Furthermore, Article 147-ter, paragraph 4, states that in addition to what is provided for in paragraph 3, at least one of the members of the Board of Directors, or two if the Board of Directors is composed of more than seven members, should satisfy the independence requirements established for members of the Board of Auditors in Article 148 and, if provided for in the Articles of Association, the additional requirements established in codes of conduct drawn up by regulated stock exchange companies or by trade associations.

The Shareholders' Meeting on April 30, 2021, elected this Board of Directors for three years, in compliance with current legislation and the Articles of Association; the Board is comprised of a majority (five out of nine) of independent Directors, including the Chairman Silvia Merlo.

The Board of Directors met on February 23, 2022, and, at the proposal of the Sustainability, Scenarios and Governance Committee, pursuant to Article 2, Recommendation 7 of the Corporate Governance Code and in relation to the circumstances that may compromise, or appear to compromise, the independence of a Director, resolved:

≥ to set the "additional remuneration", which may be construed as jeopardising the independence of a Director of the Company at an amount not exceeding 30% of the "fixed" remuneration paid annually to a Director;
≥ to set the advantages that may derive from a significant commercial, financial or professional relationship of a Director of the Company at an amount not exceeding 30% of the "fixed" remuneration paid annually to a Director;
≥ to define as "close family members", for the purposes of all the circumstances that may be construed as jeopardising the independence of a Director, spouse, relatives or in-laws within the second degree.

As of the date of this report, the Directors who do not comply with the independence requirement are the CEO Alessandro Puliti and the Directors Alessandra Ferone, Davide Manunta and Marco Reggiani. At the Board Meeting of March 7, 2023, it was ascertained (as they had stated upon their candidacy) that the following Board Directors still complied with the independence requirements: the Chairman Silvia Merlo and the Directors Roberto Diacetti, Patrizia Michela Giangualano, Paul Schapira and Paola Tagliavini, who provided all the necessary documents to make this assessment. Lastly, on February 28, 2024, the Board of Directors verified that the aforementioned Directors still met the independence requirements.

Directors are committed to inform the Board of any changes that may ensue during their mandate. This evaluation is carried out in accordance with the criteria set forth in Article 148, paragraph 3, of Legislative Decree No. 58/1998 and Article 2, Recommendation 6, of the Corporate Governance Code. In making the aforementioned assessment, the Board of Directors considered all available information, reviewing, in particular, the information provided by the Directors under assessment, pursuant to Article 2, Recommendation 6 of the Corporate Governance Code.

The Board of Statutory Auditors verified the correct application of the Board's criteria and procedures adopted for assessing the independence of its members at the Board meeting of March 7, 2023 and February 28, 2024. In 2023, the Independent Directors met without the other Directors being present on March 14, 2023. The meeting

of the independent Directors was coordinated by the most senior Director, Paul Schapira. The independent Directors also met on February 28, 2024.

Lead Independent Director

Saipem has not appointed a Lead Independent Director as the conditions set out in Recommendation 13 of the Corporate Governance Code do not exist. In fact, the Chairman of the Board of Directors does not hold the role of principal responsible for the management of the Company (CEO), nor does he have a controlling interest in the Company. Furthermore, the establishment of the Lead Independent Director was not requested by the independent Directors.

Management of corporate information

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In 2013, the Board of Directors had approved the Management System Guideline (MSG) "Market Abuse", (hereinafter "MSG Market Abuse").

In 2016, when the most recent EU Regulation on market abuse (EU Regulation 596/2014/MAR, hereinafter "MAR Regulations") came into force, Saipem had immediately taken measures to make the Register of parties having access to inside information compliant to the new guidelines. In 2018, Saipem carried out a general review of the MSG Market Abuse, in compliance with the update of the reference regulatory framework.

The MSG Market Abuse, last updated in April 2023, established the principles and rules that Saipem and the companies that it controls, directly and indirectly, in Italy and abroad must adhere to manage the Saipem Group's internal communication and external disclosure of documents and information regarding Saipem, with particular reference to significant and inside Information.

To this end, the MSG Market Abuse regulates the establishment, keeping and updating of Lists of persons with access to the aforementioned information, or to Significant Information as defined below; the identification of significant persons and the means of notifying transactions executed, including through third parties, on shares issued by Saipem or on other financial instruments linked to these shares ("Internal Dealing").

Further information on the MSG Market Abuse is published on Saipem's website under the section "Governance - Internal Dealing and Market Abuse".

Board of Directors' Committees (pursuant to Article 123-bis, paragraph 2, letter d) of Legislative Decree No. 58/1998)

Considering the recommendations and principles contained in the Corporate Governance Code, with a resolution dated May 18, 2021, the Board of Directors set up the following Board committees with consulting and advisory functions: the Remuneration and Nomination Committee, the Audit and Risk Committee, the Related Parties Committee and the Sustainability, Scenarios and Governance Committee.

In defining the composition of the Committees, the Board considered both the skills and experience of the individual members – selecting the most appropriate professional profiles for the relevant tasks and also taking into consideration any experience gained at Saipem – and the number of other offices they held. Of the nine Directors appointed by the Shareholders' Meeting of April 30, 2021, three Directors (Patrizia Michela Giangualano, Roberto Diacetti and Paola Tagliavini) are members of the Related Parties Committee, four Directors (the Chairman Silvia Merlo, Patrizia Michela Giangualano, Pier Francesco Ragni up to October 26, 2022, and since Davide Manunta, and Marco Reggiani) are members of the Sustainability, Scenarios and Governance Committee, three Directors (Paola Tagliavini, Paul Schapira and Roberto Diacetti) are members of the Audit and Risk Committee, three Directors (Paul Schapira, Alessandra Ferone and Paola Tagliavini) are members of the Remuneration and Nomination Committee. Each Committee has its own rules and regulations governing the composition, duties and functioning of the Committee itself. The Regulations of the Sustainability, Scenarios and Governance Committee, the Audit and Risk Committee and the Related Parties' Committee were last approved by the Board of Directors on May 3, 2023, while those of the Remuneration and Nomination Committee on January 24, 2024.

In particular, the Committees are appointed by the Board of Directors (which also appoints the Chairman) and remain in office for the entire mandate of the Board itself.

The Committees usually meet, with a frequency appropriate to the proper performance of their functions, on the dates set out in the annual calendar of meetings approved by the Committees themselves, at the Company's registered office or in the place indicated in the notice of meeting.

The Committee Rules and Regulations govern the role, identification and functions of the Secretary of each Committee.

Meetings are convened by the Chairman of the Committee at the registered office or at the different location indicated in the notice of meeting. The notice of the meeting details the day, time and place of the meeting and the list of items to be discussed. the Secretary of the Committee, at the indication of the Chairman, sends the notice of meeting electronically, using the dedicated digital platform used by the Company, to each member of the Committee generally at least three days before the date set for the meeting; in urgent cases, the term may be shorter, in compliance, however, with a minimum notice of 12 hours. The notice of the meeting is also sent to all other members of the Board of Directors and the Board of Statutory Auditors, as well as to the Secretary of the Board of Directors.

The documentation relating to the items on the agenda of each Committee meeting is sent to the members of the Committee by the Secretary, exclusively through the digital platform used by the Company, at the same time as the notice of meeting and, in any case, no later than three days before the date of the meeting, unless it is necessary to proceed otherwise.

For Committee meetings to be quorate, the majority of its current members is required to be present, and resolutions are passed by an absolute majority of the members present.

Committee meetings, which can also be held via videoconference, are minuted and filed by digital means.

The Board of Directors at their meeting of November 22, 2023, with a view to promoting environmental efficiency and sustainability and in line with reference best practices, resolved that the filing and maintenance of Saipem's

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statutory books be performed using computerised tools pursuant to Article 2215-bis of the Italian Civil Code. The digitisation process of the Company's statutory books (i.e., minutes of Shareholders', Board of Directors', Board of Statutory Auditors', and Board committee meetings) is carried out in accordance with the digital preservation process required by applicable legislation, guaranteeing the authenticity, integrity, reliability, legibility, and retrievability of the computerised documents. The minutes of meetings can be consulted by the Directors and Statutory Auditors in such a way as to ensure their confidentiality (BoardVantage digital platform or other equivalent instrument).

The Chairman of the Board of Statutory Auditors, or a Statutory Auditor designated by the latter, participates in the meetings of each Committee; however, the other statutory auditors may also participate.

Additional information on the number of meetings held by each Committee during the year (up to the date of approval of this Report) as well as the participation of each member in Committee meetings is provided in Table 3 on page 63 of this Report.

The Chairman of the Committee reports to the Board, at the next meeting of the Board of Directors, on activities carried out and topics discussed by the Committee since the latest Board of Directors meeting.

The Committees envisaged by the Corporate Governance Code (Audit and Risk Committee and Remuneration and Nomination Committee) are composed of at least three Directors and, in particular, the Audit and Risk Committee is currently composed exclusively of non-executive and independent Directors; conversely, the Remuneration and Nomination Committee is made up of non-executive Directors, the majority of whom are independent. The Chairs of both Committees are both qualified as independent. The current composition of the Committees therefore reflects the recommendations of the Corporate Governance Code on the subject.

Additional information on the Board committees is provided in the following sections of this Report.

Additional Committees (other than those provided for by the legislation or recommended by the Code)

The Sustainability, Scenarios and Governance Committee was set up through a resolution of the then Board of Directors on May 16, 2018.

The Committee's Rules and Regulations were approved by the Board of Directors (on February 24, 2021, and most recently on May 3, 2023) and are published on the Company's website.

At their meeting of May 18, 2021, the Board of Directors appointed the following non-executive Directors as members of the Sustainability, Scenarios and Governance Committee: the Chairman of Saipem's Board of Directors, Silvia Merlo, who chairs the Committee, Patrizia Michela Giangualano, Pier Francesco Ragni and Marco Reggiani. On October 26, 2022, the Board of Directors appointed Davide Manunta as member of the Sustainability, Scenarios and Governance Committee, replacing Pier Francesco Ragni, who had resigned. His appointment was confirmed by the Board of Directors on May 3, 2023 (following his appointment by the Shareholders' Meeting on the same date).

Pursuant to its Rules and Regulations, on June 20, 2023, the Sustainability, Scenarios and Governance Committee, at the proposal of its Chairman, appointed Stefano Mascia – Head of the Corporate Affairs and Governance function – as Secretary; he is responsible for drafting the minutes of meetings and assisting the Committee in its activities.

The Committee's regulations provide that the Chairman, or a member of the Board of Auditors designated by the latter, be invited to attend the Committee meetings; the other Statutory Auditors may also attend Committee meetings.

The Committee is responsible for assisting the Board of Directors by fulfilling a preparatory, consultative and advisory role in assessments and decision-making processes with regard to Sustainability issues, also understood as environmental, social and governance issues, related to Saipem's business and its engagement with all stakeholders, Saipem's Corporate Social Responsibility and the review of scenarios envisaged in the preparation of the Strategic Plan, based also on the analysis of significant issues for the creation of long-term value and the Corporate Governance of the Company and the Group.

Specifically, the Committee has the following duties:

a) examine the indications of sustainability policies and strategies developed by Saipem's Sustainability Committee. Express an opinion to the Board of Directors in this regard;
b) share with the Board of Directors, and other Board committees, policies based on the principles of sustainable business, which take into account the evolution of the reference scenarios, identify opportunities and create value, also in the long-term, for stakeholders, such as: (i) ethics; (ii) environmental protection, with particular reference to the issue of climate change; (iii) socio-economic progress of the areas in which the Company operates; (iv) protection of human rights; (v) enhancement of differences and equality of treatment for all persons;
c) review the general approach of the annual sustainability report and the articulation of its contents, as well as the completeness and transparency of the communication provided to stakeholders through the same report, expressing an opinion to the Board of Directors called to approve this document;
d) ascertain the general layout of the non-financial statement and the articulation of its contents, as well as the completeness and transparency of the information provided in the same document, communicating the outcome of this assessment, through the Chairman of the Committee, to the Audit and Risk Committee, called to ensure that the periodic non-financial information correctly represents the business model, the strategies of the Company, the impact of its activities and its performance;
e) monitor the implementation of the sustainability vision, in its broader meaning of purpose, approved by the Board of Directors, and propose the actions necessary to determine the stakeholder value generated by the

Company, as part of its stakeholder engagement activities, contributing to the definition and adoption of a measurement model;

f) monitor the Company's positioning with respect to the financial markets vis-à-vis sustainability issues, with particular reference to: i) sustainable finance (i.e. green bonds); ii) the relationship with ESG rating agencies; iii) participation and inclusion in sustainability indices;
g) monitor initiatives aimed at local communities and no-profit ventures and evaluate their social and environmental impact, issuing a prior opinion on the Community Initiatives Plan to the Board of Directors called to approve this document.
h) monitoring the development of national and international laws and best practices in relation to corporate governance and updating the Board of Directors in the event of any significant changes thereto;
i) checking the compliance of the Company's and the Group's corporate governance system with the law, with the recommendations contained in the Corporate Governance Code and with national and international best practices;
j) monitor the positioning of the Company's Code of Ethics vis-à-vis national and international regulations and best practices, making proposals to the Board of Directors;
k) formulating proposals to the Board of Directors for improvements to the corporate governance system of the Company and the Group's shareholding structure, where it deems these to be either necessary or appropriate;
l) examining in advance the annual report on corporate governance to be published at the same time as the financial statements;
m) making recommendations to the Board of Directors regarding the maximum number of board memberships a Company Director may hold on the administration and control bodies of other companies listed on regulated markets, finance, banking and insurance companies or, at any rate, companies of significant size, which can be considered compatible with the efficient performance of his/her duties as a Director of the Company, considering the commitment associated with this role;
n) carrying out an assessment to ascertain the independence of each Director immediately after their appointment and during the course of their mandate whenever events occur that are relevant for the purposes of independence and, in any case, at least annually;
o) making recommendations to the Board of Directors vis-à-vis any problematic circumstances arising in relation to application of the Director's non-competition obligation pursuant to Article 2390 of the Italian Civil Code, in cases where, for reasons of an organisational nature, the shareholders have authorised a general, advance waiver of said obligation;
p) reviewing scenarios and guidelines for the preparation of the Company's Strategic Plan, based also on the analysis of significant issues for the creation of long-term value and expressing an opinion to the Board of Directors;
q) expressing its opinion to the Board of Directors on the adoption of a procedure for the internal management and external disclosure of documents and information concerning the Company with particular reference to significant and inside information.

In 2023, the Sustainability, Scenarios and Governance Committee met on 10 occasions, with meetings lasting an average 1.53 hours and attended on average by 97.5% of members.

The Board of Statutory Auditors attended the meetings.

In 2023, the Sustainability, Scenarios and Governance Committee dealt with the following main issues:
≥ assessment of the alignment of Saipem's Corporate Governance system with the recommendations of the Corporate Governance Code also in consideration of the 2022 Report on the evolution of the Corporate Governance of listed companies (10th Report on the application of the Corporate Governance Code);
≥ review of the draft document "Corporate Governance and Shareholding Structure Report 2022";
≥ review of the draft document "Sustainability Report 2022";
≥ review of the draft "Consolidated Non-Financial Statement";
≥ Saipem Human Rights Modern Slavery Statement 2022;
≥ presentation of results for the Materiality Analysis 2023;
≥ review of the 2023-2026 Strategic Plan;

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≥ information on ESG/sustainability ratings and indexes and analysis of Saipem positioning;
≥ preliminary draft of the Consolidated Non-Financial Statement 2023 and the Sustainability Report 2023.

As of March 12, 2024, the Committee has already met on 3 occasions.

In 2023, the following personnel attended Committee meetings: the Chief Financial Officer, the Chief People, HSEQ and Sustainability Officer, the General Counsel and the Business Integrity Director, depending on the topic under discussion.

Board review and succession of Directors - Remuneration and Nomination Committee

Board review

In compliance with the Corporate Governance Code, also in 2023 Saipem's Board of Directors carried out their annual review concerning the size, composition and functioning of the Board itself and its Committees.

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Saipem's Board of Directors conducts its own Board review and that of its Committees on an annual basis.

Pursuant to Article 4, Recommendation 19 of the Corporate Governance Code, the Board of Directors entrusted the Remuneration and Nomination Committee with the task of assisting with the Board review. At their meeting of October 25, 2023, the Board of Directors resolved to conduct the 2023 Board review with the support of the external consultant Crisci & Partners.

The Board Review focused on, inter alia, the analysis of the size, composition and functioning of the Board of Directors and its Committees.

All the topics covered by the Board review were evaluated utilising a questionnaire filled in by the members of the Board of Directors and, for matters under their remit, by the members of the various Board Committees.

Conclusions were analysed and discussed at the Board of Directors' meeting of February 28, 2024. Specifically, the 2023 Board review found that the Directors deem the work of the Board to be very positive, appreciating its management effectiveness and emphasising its positive growth in terms of experience and knowledge. Throughout its mandate, the Board has effectively dealt with and managed numerous difficulties, related not only to the complexity of the Company's business, but also to the strong evolution of its target markets and the energy transition, which has posed and still poses significant challenges.

The work of the Board, CEO, and Management are rated largely positively in terms of effectiveness and quality of the decisions and actions taken.

Succession plans

In view of the shareholding and governance structure of the Company and, specifically, the Shareholders' Agreement between Eni SpA and CDP Equity SpA (shareholders exercising joint control over the Company), which provides inter alia for the joint appointment by the aforementioned shareholders of the CEO and the Chairman, the Board of Directors has not prepared any succession plans for executive Directors.

The Company adopted a Contingency Plan and a methodology for identifying successors in managerial positions of strategic interest.

With regard to the contingency plan, the Board of Directors at their meeting of July 24, 2017 had approved, at the proposal of the Corporate Governance Committee and Scenarios together with the then Chairman of the Remuneration and Nomination Committee, the following plan:

a) contingency Plan for the CEO: should sudden and unforeseen events occur which may prevent the CEO from carrying out his duties, the Board of Directors, following an analysis of the powers granted by the CEO to his direct reports:
- ≥ ensures that the powers granted by the CEO to his direct reports provide continuity of the company management; and that
- ≥ take over the direct management of the powers that the CEO had not delegated to his reports, deciding, depending also on the foreseeable duration of the Contingency Plan, to temporarily reassign all or some of those powers;
b) contingency Plan for the Chairman: should sudden and unforeseen events occur which may prevent the Chairman from carrying out her duties, the Board of Directors ensures that the provisions set forth in the Company's Articles of Association are suitable to manage the consequences of such sudden and unforeseen events.

Saipem defined a procedure to identify successors for strategic managerial positions.

This succession plan for the aforementioned positions is a procedure that has been in force at Saipem since 2012. It provides the following phases:

≥ an analytical job description for each position detailing responsibilities, the role's strategic objectives in the near future, managerial experience and competencies required to cover the role;
≥ definition of succession tables with names of potential successors and development indications;
≥ assessment of the overall risk associated with the position, in consideration of the possible succession plans.

Structured succession plans for positions of strategic interest in Saipem represent a reference point when making decisions concerning managerial development and enhancement.

On September 13, 2023, the Remuneration and Nomination Committee reviewed the succession plans and methodology for Saipem Senior Managers with Strategic Responsibilities and recommended:

≥ identifying, where possible, a Young Managerial Talent and defining a two/three-year career plan with the aim of developing the necessary skills to fill the target position, occupying the person in shadowing activities under a specific remuneration plan;
≥ including in the succession pipeline new professionals identified using executive search companies and monitoring their career paths.

The Board of Directors also acknowledged the succession plan at their board meeting of September 20, 2023.

Remuneration and Nomination Committee

The current Remuneration and Nomination Committee is comprised of the following non-executive Board Directors, the majority of whom are independent: Paul Schapira, independent Director and Chairman of the Committee, Alessandra Ferone, non-independent Director, and Paola Tagliavini, independent Director.

The Committee regulations were last updated by the Board of Directors on January 24, 2024.

Under the aforementioned regulations, the Committee, at the Chairman's proposal, appoints a Secretary responsible for drafting the minutes of meeting and assisting the Committee in its activities. The secretary may be selected from within the Corporate Affairs and Governance function of the Company, or outside of it: in the latter case, for the purposes of the role of Secretary, the resource reports functionally to the Corporate Affairs and Governance function. In line with the above, the Committee, at its meeting of May 17, 2023, appointed Adriana Veronica Gea (head of the People Development, Recruitment and Training function) as Secretary of the Remuneration and Nomination Committee.

The Committee fulfils a propositive and consultative role to the Board of Directors, and specifically in matters of remuneration:

≥ submits for approval to the Board of Directors the Report on Saipem's Remuneration Policy and Compensation paid and, in particular, the Remuneration Policy for Directors and Senior Managers with strategic responsibilities, to be submitted for approval at the Shareholders' Meeting called to approve the annual Financial Statements, as provided for by the law;
≥ makes proposals regarding the various forms of compensation of the Chairman and Executive Directors;
≥ makes proposals regarding the compensation of the Directors who sit on the Board Committees;
≥ makes proposals regarding performance targets and reviews results of performance plans connected to both the implementation of incentive plans and the calculation of the variable compensation of executive Directors;
≥ reviews the CEO's recommendations and proposes: (i) annual and long-term incentive plans, including share-based plans; (ii) general criteria for compensation of Senior Managers with Strategic Responsibilities; monitors the implementation of resolutions taken by the Board;
≥ periodically evaluates the adequacy, overall consistency and actual implementation of the policy adopted for the remuneration of Directors and Senior Managers with Strategic Responsibilities, formulating proposals to the Board of Directors on the subject.

The Committee fulfils a propositive and consultative role to the Board of Directors, also in matters of nominations. Specifically:

≥ proposes candidates for the role of Director to the Board if, during the course of the financial year one or more Directorships become vacant (Article 2386, paragraph 1 of the Italian Civil Code), ensuring compliance with the regulations on the minimum number of independent Directors and on the quotas reserved for the least represented gender;
≥ provides input to the Board regarding the appointment of senior managers and of the members of the Company's bodies whose appointment is the responsibility of the Board of Director, including, in particular, the members of the Compliance Committee pursuant to Legislative Decree No. 231/2001, as amended;
≥ concerning the candidates proposed for the position of external members of Compliance Committees of subsidiary companies, for which the Board is called upon to express an opinion, it ensures that candidates meet the requirements of professionalism, honourability and independence, as well as additional requirements, as defined by the Board and implemented in the relevant Management System Guideline, expressing recommendations on the criteria for their remuneration and annually monitoring their actual application;
≥ proposes to the Board the succession plan for the CEO and executive directors, identifying the procedures to be applied in case of early terminations; with regard to the succession plan for Senior Managers with Strategic Responsibilities, at the proposal of the CEO, the Committee examines and evaluates the criteria for their succession plan, reporting to the Board of Directors so as to ensure that adequate procedures are in place to implement the succession plans.
Furthermore, the Committee:

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- ≥ through the Committee Chairman or another member designated by the same, reports on the working procedures of its functions to the Shareholders' Meeting convened to approve the annual financial statements; ≥ assists the Board in the Board review and that of its committees;

≥ assists the Board in expressing, in view of its renewal, the recommendations on the quantitative and qualitative composition considered optimal by the Board and its committees, taking into account the results of the Board review.

In fulfilling its duties, the Committee provides opinions, as and when required, by the current internal regulations in terms of transactions with related parties, under the terms provided in the same regulation.

The Board of Directors provides the Committee with the resources necessary to carry out its responsibilities. To fulfil its duties, the Committee has the right to access the required Company information and departments and to avail itself of external advisors who do not find themselves in situations that could compromise the impartiality of their opinion, within the limits of the budget approved by the Board of Directors; the Committee annually defines its budget which is submitted to the Board of Directors for approval.

The Chairman of the Committee reports to the Board on the tasks performed and activities discussed at Committee meetings since the previous Board meeting at the next suitable meeting.

The Chairman of the Board of Statutory Auditors (or other Statutory Auditor designated by the latter) is invited to attend Committee meetings; other Statutory Auditors may also attend Committee meetings. At the request of the Chairman of the Committee, other persons can be invited to attend Committee meetings to provide information and evaluations within their area of expertise on individual items on the meeting agenda.

The meetings of the Remuneration and Nomination Committee are not attended by the Directors when proposals are discussed regarding their remuneration.

In 2023, the Committee convened on 12 occasions, with meetings lasting an average of 2 hours and 31 minutes and attended on average by 100% of members.

The Chairman of the Board of Statutory Auditors or a Statutory Auditor attended all meetings.

The work of the Committee focused on the following:

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≥ periodic evaluation of the remuneration policy implemented in 2022, drawing up the Remuneration guidelines for 2023;
≥ review of the findings of the 2022 Board review;
≥ proposal for short-term incentives for the Chief Executive Officer-General Manager and for the Head of Internal Audit, assessing the application of a multiplier for extraordinary transactions, based on 2022 results;
≥ evaluation of the 2022 Short-Term Variable Incentive Plan Regulations and that of the multiplier for extraordinary transactions;
≥ definition of the 2023-2025 Short-Term Variable Incentive Plan and the 2023-2025 Long-Term Variable Incentive Plan;
≥ proposal for indicators and targets for the 2023 Short-Term Incentive Plan and the 2023-2025 Long-Term Incentive Plan for the purpose of the 2023 award;
≥ definition of the number of shares to cover the 2023-2025 Incentive Plan for the purpose of the 2023 award;
≥ Report on Saipem's Remuneration Policy and Compensation Paid 2023;
≥ review of the succession plan process and methodology for Saipem's Senior Managers with Strategic Responsibilities;
≥ definition of the Remuneration and Nomination Committee budget for the year 2024;
≥ assessment on the option rights related to the CEO-General Manager's non-competition agreement;
≥ review of compensation practices with a view of structuring the compensation envisaged for the new Board of Directors.

As at March 12, 2024, the Committee has already held three meetings.

In 2023, the meetings of the Committee were also attended by: Chief Financial Officer, the Chief People, HSEQ and Sustainability Officer, the Chairman of the Board of Directors, the General Counsel, the HRO Director, the Head of Finance, Insurance & Investor Relations, and the Head of Planning and Control, when discussing issues under their remit. The Committee also availed itself of the services of the independent international consultancy firm Morrow Sodali, and the law firm MMBA.

The Committee reports, through the Chairman of the Committee or other person designated by the latter, on the methods used to carry out its responsibilities at the Shareholders' Meeting called to approve the Financial Statements, pursuant to the provisions set forth in the Committee's Regulations and the Corporate Governance Code, with the aim of engaging with shareholders and investors.

Further information on the Remuneration and Nomination Committee is provided, in compliance with Article 123-ter of Legislative Decree No. 58/1998, in the "Report on Remuneration Policy and Compensation Paid".

Directors' compensation

Article 123-ter of Legislative Decree No. 58/1998 has made it compulsory for listed companies to publish a "Report on the Remuneration Policy and Compensation Paid".

For all issues relating to the remuneration of Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities, please refer to the "Report on Remuneration Policy and Compensation Paid 2024", which is available to the public at Saipem's registered office or on the Company's website www.saipem.com under the section "Governance - Remuneration" at least 21 days prior to the General Shareholders' Meeting called to approve the Financial Statements for the year 2023. At the General Shareholders' Meeting, shareholders will be required to cast a binding vote on the first section and a consultative vote on the second section of the same Report, pursuant to current legislation.

The Report on Saipem's Remuneration Policy and Compensation Paid is also drawn up by Saipem in compliance with Article 84-quater of Consob Issuers' Regulation, the recommendations of the Corporate Governance Code and in line with the Shareholder Rights Directive II (SHRD II) and Legislative Decree No. 49/2019 implementing it.

The Report on Saipem's Remuneration Policy and Compensation Paid 2023 was submitted, on May 3, 2023: (i) with reference to Section I, to the binding vote of the Shareholders' Meeting and (ii) to the advisory vote of the Shareholders' Meeting on Section II relating to compensation paid in 2022 to Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities, obtaining a vote in favour on both sections.

For further details relating to the remuneration of Directors, please refer to the "Report on Remuneration Policy and Compensation Paid", pursuant to Article 123-ter of Legislative Decree No. 58/1998.

Internal Control and Risk Management System

Saipem is committed to promoting and maintaining an adequate Internal Control and Risk Management System consisting of a set of rules, procedures and organisational structures aimed at the effective and efficient identification, measurement, management and monitoring of key risks in order to contribute to the sustainable success of the Company.

The structure of Saipem's internal control system constitutes an integral part of the Company's organisational and management model; it involves – with different roles – administrative bodies, supervisory bodies, control bodies, the management and all personnel, and complies with the principles contained in the Code of Ethics and the Corporate Governance Code. This subject is regulated in the regulatory tool Management System Guideline "Internal Control and Risk Management System".

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The Internal Control system adopted by Saipem conforms to applicable regulations, is consistent with national and international best practices and is based on the relevant "CoSO Report" framework.

The main responsibilities of the Internal Control and Risk Management System are entrusted to Saipem bodies and organs equipped with the necessary powers, tools and structures to pursue its objectives.

Saipem is aware that adequate processes for the identification, measurement, management and monitoring of main risks contribute towards ensuring sound and proper Company management in line with the strategic objectives set out by the Board of Directors. Saipem promotes a preventive approach to risk management whereby the management's decisions and activities aim to reduce the probability of negative events occurring and their associated impact. To this end, Saipem adopts risk management strategies in accordance with the nature and type of risk, mainly financial, strategic and operational risks associated with the specific nature of the Company's operations.

The main business risks that Saipem identifies and monitors are illustrated in the Annual Report 2023, under the section "Internal Control and Risk Management".

Saipem is committed to guaranteeing the integrity, transparency, fairness and efficiency of its processes through the adoption of adequate tools, rules and regulations in performing activities and exercising powers, and promotes rules of conduct inspired by the general principles of traceability and segregation of activities. Indeed, Saipem's management – also on the basis of the risks managed – established specific control activities and monitoring processes aimed at ensuring the internal control system's efficacy and efficiency over time. In line with this approach, Saipem has long been committed to favouring the development and diffusion of awareness towards internal control issues amongst all the Company's personnel. In this context, Saipem manages the receipt, through easily accessible information channels, analysis and processing of notification it receives from its subsidiaries, even in confidential or anonymous form (so-called whistleblowing), relating to internal control issues, financial reporting, the Company's administrative responsibility, fraud or other matters. Saipem ensures the full protection for persons who make reports in good faith and submits the results of investigations to senior management and the relevant control and supervisory bodies.

The internal control system is regularly verified and updated, so as to consistently guarantee its ability to monitor the main risk areas of the Company's activities, in relation to the specific nature of the Company's operational divisions and organisational structure, and in response to possible changes within the legal and regulatory framework.

Main features of the risk assessment and internal control systems for the purposes of financial reporting

To achieve the aim of the Internal Control and Risk Management System regarding the reliability of financial information, Saipem has adopted an "Internal Control System over Financial Reporting ", which is an integral part of the broader corporate Internal Control and Risk Management System, aimed at providing with reasonable certainty the reliability, accuracy and timeliness of the financial information itself and the ability of the financial reporting process to produce financial information in accordance with generally accepted accounting principles.

In accordance with the provisions of the law, the Senior Manager responsible for financial reporting is responsible for the internal control system governing financial information and, to this end, prepares the administrative and accounting procedures for the preparation of the periodic accounting documentation and any other financial disclosure, certifying, together with the Chief Executive Officer, in a specific report on the statutory financial statements, the half-year interim financial statements and the consolidated financial statements, their adequacy and effective application during the relevant period. Pursuant to Article 154-bis of Legislative Decree No. 58/1998, the Board of Directors ascertains whether the Senior Manager responsible for Financial Reporting has appropriate powers and means to perform the assigned duties, in addition to supervising the actual conformity to these procedures.

The Management System Guideline "Internal Control System over Financial Reporting" defines the rules and methodologies for the design, implementation, monitoring and updating of the Internal Control System on Saipem external communication for the evaluation of its effectiveness.

These regulations and methodologies have been designed in accordance with the provisions of Article 154-bis of Legislative Decree No. 58/1998 and reviewed in light of the provisions of the framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (CoSO) in May 2013, which detail 17 principles for the 5 components of the internal control system that, if correctly applied, guarantee its effectiveness.

The Management System Guideline "Internal Control System over Financial Reporting" applies to Saipem and to all direct and indirect subsidiaries both in Italy and abroad, in compliance with international accounting standards and in consideration of their relevance for the preparation of financial reporting. All controlled companies, regardless of their relevance with respect to Saipem's internal control system, use this Management System Guideline as a reference for the design and implementation of their own internal control system, in order to ensure its adequacy in relation to the size of the company and the nature of its business.

The Internal Control System over Financial Reporting adopted by Saipem in compliance with the provisions of the CoSO Framework, is based on the following components:

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

≥ identification of the scope of application (Risk Assessment);
≥ identification and maintenance of controls, which in turn is subdivided in identification and updating of the following components of the control system of financial reporting:
- Entity Level Controls (ELC);
- Process Level Controls (PLC);

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IT General Controls (ITGC);
Segregation of Duties (SOD);
anti-fraud programmes and controls;
≥ line and independent monitoring.

The integrated operation of these components ensures both the reliability of the financial information and the ability of the relevant business processes to produce this Information in accordance with the relevant legislation and generally accepted accounting principles.

Description of the main features of the risk assessment and internal control systems for the purposes of financial reporting

The design, implementation and maintenance of the internal control system are ensured through: (a) risk assessment, (b) control identification, (c) control evaluation and (d) reporting.

(a) The risk assessment process has a top-down approach aimed at identifying those organisational departments, processes and specific activities that bear the risk of unintentional errors and/or fraud, which could have a material impact on the financial statements.

The identification of companies that fall within the scope of the internal control system over financial reporting7 is based both on their contribution to the consolidated financial statements (turnover, net debt, net revenues, and profits before taxation) and their relevance in terms of processes and specific risks, whose actual occurrence could the reliability and accuracy of financial reporting. Within the companies identified as relevant for the purposes of internal control system over financial reporting, significant processes are then identified based on an analysis of quantitative factors (processes involved in the calculation of items featured in the financial statements which are greater than a certain percentage of profits before taxation), as well as qualitative factors (for instance: complexity of the accounting treatment used for an item; new items or significant changes in business conditions).

Risks are assessed for relevant processes and activities, i.e. potential events whose occurrence could compromise the achievement of the control objectives for financial reporting (for instance accounting assertions). These risks are prioritised in terms of their potential impact and likelihood of occurrence, based on quantitative and qualitative parameters and assuming no controls (inherent risk assessment). Saipem carries out a specific assessment on risks of fraud8, using a methodology based on the "Anti-fraud Programmes and Controls' included in the Management System Guideline "Internal Controls over Financial Reporting".

(b) Controls are defined for the individual company, processes and associated risks based on two fundamental principles: the dissemination of controls at all levels of the organisational structure, consistently with the operational responsibilities, and the sustainability of controls over time, so that their performance is integrated and compatible with operational requirements.

The structure of the control system comprises Entity Level Controls (ELC) which operate transversally within the entity (Group / individual company) and Process Level Controls (PLC).

Entity Level Controls are organised into a checklist based on the model adopted in the CoSO Report, i.e. divided into five components of the internal control system (control environment, risk assessment, control activities, IT systems and information flows, and monitoring activities) and 17 principles whose existence and correct implementation are essential to ensure the effective operation of the single components of the internal control system.

Specifically, the "control environment" component includes all activities relating to the definition of timeframes for the preparation and publication of financial results (interim and annual financial statements and associated financial calendars); the "control activities" component covers organisational and regulatory structures that guarantee the achievement of financial reporting objectives (for instance the review and updating by specific departments of rules relating to the preparation of financial statements and charts of accounts); the component "Information and communication" includes management controls over the consolidation process.

Process level controls are divided into:
≥ specific controls, which are identified as all activities, both manual and automated, aimed at preventing, identifying and correcting errors and irregularities occurring during operational activities;
≥ pervasive controls, which are structural elements of the internal control system aimed at establishing a general environment which promotes the correct execution and control of operational activities. Pervasive controls include those concerning the segregation of incompatible duties and IT general controls.

Specific controls are detailed in ad-hoc procedures which define Company processes and the "key controls", whose absence or non-implementation entails the risk of significant error/fraud in the financial statements which cannot be detected by other controls.

(8) Fraud: for the purposes of the Internal Control System, this refers to any international act or omission that may result in false representation or misleading reporting.

⁽⁷⁾ Companies subject to internal controls include those incorporated under and regulated by non-EU member state legislations, for which the provisions of Article 15 of Consob Market Regulations apply.

(c) Entity Level Controls and Process Level Controls are constantly monitored to evaluate their design and operational effectiveness over time; this is done by means of ongoing monitoring activities carried out by the managers in charge of the relevant processes/activities, and through separate evaluations carried out by the Internal Audit function and by an external consultant, in accordance with an audit plan provided by the Director responsible for the Company's Financial Reporting, which defines the audit scope and objectives to be implemented through agreed-upon audit procedures.

Monitoring activities highlight possible deficiencies in the control system; these are evaluated in terms of probability of occurrence and impact on Saipem's financial reporting and, based on their significance, are classed as "control deficiency", "significant deficiency" and/or "material weakness". When shortcomings are identified vis-à-vis the reference model, these are defined, and corrective actions are promptly implemented to eliminate them.

(d) The findings of monitoring activities regarding the state of the internal control system are periodically reported using IT tools that ensure the traceability of information relating to the adequacy of design and the operational effectiveness of controls.

On the basis of this reporting, the Senior Manager responsible for Financial Reporting draws up a half-yearly and annual report on the adequacy and effective application of the control system over financial reporting. The report, shared with the Chief Executive Officer, is sent to the Board of Directors, after examination by the Audit and Risk Committee, upon the approval of the draft statutory financial statements and the Half-Year Financial Report, in order to allow the performance of checks, as well as the assessments on the internal control system over financial reporting.

The work of the Director responsible for the Company's Financial Reporting is supported by various departments within Saipem, whose responsibilities and tasks are set out in the aforementioned Management System Guideline. Specifically, internal controls involve all levels of Saipem's organisation, from operations managers to function and administrative managers. In this organisational context, a very important figure of the internal control system is the risk owner, who carries out line monitoring activities, evaluating the design and operating effectiveness of specific and pervasive controls and producing reports on monitoring activities.

Saipem's Internal Control System over Financial Reporting and Systems function provides operational support to the Senior Manager responsible for Financial Reporting, guaranteeing methodological assistance to the functions and companies involved in the establishment and maintenance of the Control System as well as streamlining the information flows relating to the Internal Control System on Financial Information (SCIF) to the top management and to the Senior Manager responsible for financial reporting, also preparing the reports on the state of the system. This function is also responsible for contributing to the preparation and updating of the regulatory documents of Saipem and its subsidiaries and managing training activities on the Internal Control System on Financial Information (SCIF) for Saipem's personnel, through online courses (e-learning).

The Internal Control System on Financial Information (SCIF) is constantly updated vis-à-vis the identification of new risks or to incorporate changes at organisational level, at process level or to the supporting IT systems. The SCIF is also promptly amended when information is received from the various corporate functions and control bodies following the results of (line and independent) monitoring and of Internal/External Audit activities.

Board of Directors

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The Board of Directors plays a key role with regard to internal control matters, as it defines the guidelines of the organisational, management and accounting structure of the Company, its main subsidiaries and the Group as a whole. In this context, after analysing the proposals of the Audit and Risk Committee, the Board determines the nature and level of risk commensurate with the Company's strategic objectives and the guidelines for the Internal Control and Risk Management System, so as to guarantee that the major risks affecting the Company and its subsidiaries are identified, measured, managed and monitored. In defining these guidelines, the Board applies the sector regulations and takes into due consideration the reference models and national/international best practices. The Board of Directors carries out its role in guiding and evaluating the adequacy of the Internal Control and Risk Management System.

The Board assesses – on an annual basis and with the assistance of the Audit and Risk Committee – the adequacy, effectiveness and actual functionality of the Internal Control and Risk Management System as a whole, in relation to Saipem's characteristics. At their meeting of March 12, 2024, the Board of Directors reviewed:

≥ the Report by the Senior Manager responsible for the Company's Financial Reporting at December 31, 2023, which found that the internal control over financial reporting in force at December 31, 2023 to be adequate and without any material weaknesses for the purposes of Article 154-bis of Legislative Decree No. 58/1998;
≥ the Report by the Internal Audit function at December 31, 2023, which found the Internal Control and Risk Management System to be altogether adequate;
≥ the Report by the Compliance Committee covering the second half of 2023, which found that no elements had emerged which caused Model 231 of Saipem SpA to be deemed inadequate, nor its associated operating procedures;
≥ the Report by the Audit and Risk Committee for the financial year 2023, which found the Internal Control and Risk Management System of Saipem SpA – to be adequate as a whole.

The Board of Directors at their meeting of March 12, 2024, based on the information received from management, as well as the aforementioned reports issued by the Compliance Committee, the Senior Manager responsible for Financial Reporting, the Director of Internal Audit and the Audit and Risk Committee, deemed (i) the organisational, administrative and accounting structure of the Company and the Group to be adequate for the Company's size and type of business (ii) the Internal Control and Risk Management System of the Company and the Group to be adequate with respect to the characteristics of the business and its risk profile, as well as its effectiveness.

Director responsible for the Internal Control System

In compliance with the provisions contained in the document "Management System Guidelines - Internal Control and Risk Management System", the Board of Directors appointed, in 2015, the CEO as the Director responsible for maintaining a functional Internal Control System.

He identifies the Company's main business risks, taking into account the characteristics of the activities carried out by the Issuer and its subsidiaries and periodically reporting his findings for review by the Board of Directors; implements the guidelines for the Internal Control and Risk Management System approved by the Board itself and is responsible for its design, implementation and management, constantly checking its adequacy and effectiveness, and amending this system to suit the dynamics of the operating conditions and legislative and regulatory frameworks. Moreover, the CEO provides the Board of Directors with the necessary information to fulfil its responsibilities, explaining the system for the identification, monitoring and management of risks, the relevant procedures, standards and Company departments.

The CEO also has the power to request that the Internal Audit function carry out audits on specific operational areas and/or ascertain adherence to internal corporate procedures, reporting their findings to the Chairman of the Board of Directors, the Chairman of the Audit and Risk Committee and the Chairman of the Board of Statutory Auditors. The Internal Audit function also promptly informs the Board of Directors of problems and critical issues that may emerge while fulfilling its responsibilities or that it became aware of, so that the Board of Directors may take appropriate action.

Board of Statutory Auditors

The Board of Statutory Auditors, given its role of "Committee for internal control and auditing" pursuant to Italian Legislative Decree No. 39/2010 (as amended by Legislative Decree No. 135/2016), supervises:

≥ compliance with the law and Articles of Association; adherence to fair management principles;
≥ the adequacy of the Company's organisational structure within each area of competence, of the Internal Control and Risk Management System, and the administrative/accounting system, as well as the reliability of the latter to provide a fair reflection of business operations;
≥ the implementation of corporate governance regulations contained in the Corporate Governance Code issued by Borsa Italiana to which the Company adheres;
≥ the adequacy of directions given by the Company to its subsidiaries pursuant to Article 114, paragraph 2, of Legislative Decree No. 58/1998;
≥ the process of financial reporting;
≥ the efficiency of the internal control, internal audit and risk management systems; the legal audit of annual statutory and consolidated accounts;
≥ the independence of the external auditors, specifically for the provision of non-audit services to the audited company;
≥ the procedure to be applied for the appointment of external audit firm.

Audit and Risk Committee

Saipem's Board of Directors set up the Audit and Risk Committee.

On May 18, 2021, the Board of Directors, appointed by the Shareholders' Meeting on April 30, 2021, appointed as members of the Audit and Risk Committee the following non-executive all independent Board Directors: Paola Tagliavini (Chairman), Roberto Diacetti and Paul Schapira.

The Committee, in general, possesses adequate competencies in the areas in which the Company operates, enabling the relevant risk evaluation; at least one Committee member has adequate accounting, financial and risk management experience.

The Chairman may, from time to time, invite to the meetings of the Committee the other members of the Board of Directors or representatives of the corporate functions, or third parties, whose presence may be necessary and/or required on account of the issues under discussion.

The Regulations of the Audit and Risk Committee were last updated on May 3, 2023.

Under the aforementioned Regulations, the Committee, at the Chairman's proposal, appoints a Secretary responsible for drafting the minutes of meeting and assisting the Committee in its activities. The secretary may be selected from within the Corporate Affairs and Governance function of the Company, or outside of it: in the latter case, for the purposes of the role of Secretary, the resource reports functionally to the Corporate Affairs and Governance function. In line with the above, the Committee, at its meeting of April 26, 2023, at the Chairman's proposal, appointed Emiliano Bussetti (head of the Professional Practice, Continuous Audit and Relations with Control Bodies function) as Secretary of the Committee responsible for drafting the minutes of meeting and assisting the Committee in its activities.

The Audit and Risk Committee assists the Board of Directors providing consulting and advisory functions, supporting the assessments and decisions of the Board in carrying out its duties in relation to the Internal Control and Risk Management System, as well as those regarding the approval of the periodic reports of a financial and non-financial nature.

The Audit and Risk Committee supports the Board of Directors in:

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≥ setting the guidelines of the Internal Control and Risk Management System consistent with the Company's strategy;
≥ assessing, at least every six months, of the adequacy, effectiveness and effective functioning of the Internal Control and Risk Management System vis-à-vis the characteristics of the Company and its risk profile; to this end it reports to the Board of Directors, at least on the occasion of the approval of the Annual and Half-Year Financial Reports, on the activities carried out and on the adequacy of the Internal Control and Risk Management System, at the Board meeting indicated by the Chairman of the Board;
≥ approving, of the Audit Plan prepared by the Head of Internal Audit and associated budget, as well as any changes that may occur during the year, after consulting the Board of Statutory Auditors and the Chief Executive Officer;
≥ assessing whether measures should be taken to ensure the effectiveness and impartial judgment of the other corporate functions involved in controls (such as risk management, legal and non-compliance risk monitoring functions), verifying that they have adequate professional expertise and resources;
≥ describing, in the Corporate Governance Report, the main features of the Internal Control and Risk Management System and the way the various parties involved are coordinated, indicating models and national and international best practices, expressing its overall assessment of the adequacy of the system itself;
≥ assessing, having heard the Board of Statutory Auditors, the results that the External Auditors expressed in their letter of recommendation, if any, and in the additional report addressed to the Board of Statutory Auditors;
≥ appointing and dismissing the Head of the Internal Audit function and annually assessing the persistence of requirements he had upon his appointment, the adequate allocation of resources for the performance of his duties and setting his fixed and variable remuneration, in line with company policies.

The Audit and Risk Committee, in the performance of its responsibilities, has access to information and Company departments, as required, to carry out its duties. The Audit and Risk Committee can draw on the necessary financial resources, approved by the Board of Directors, to carry out its responsibilities.

Committee meetings are duly minuted.

The Committee also ensures the information flow towards the Board of Statutory Auditors to enable the prompt exchange of the information necessary for the fulfilment of their respective responsibilities within the common remit and to ensure the orderly performance of business functions.

The Audit and Risk Committee convened 18 times in 2023, with meetings lasting on average 3 hours and 25 minutes, and average attendance of 93% of members.

Depending on the topics under discussion, meetings were attended by, among others, the Heads of the following functions: Administration, Finance and Control, Strategy, M&A and Investor Relations (in the person of the CFO/Senior Manager responsible for financial reporting); Internal Control System over Financial Reporting, Legal and Contract Management; Internal Audit; Human Resources, Organisation and Services; Anti-Corruption; Integrated Risk Management; HSEQ; Security; Internal Control System on Non-Financial Reporting.

All meetings were attended by one or more members of the Board of Statutory Auditors.

During these meetings, the Audit and Risk Committee:

≥ approved the Audit Plan and the annual 2023 budget of the Internal Audit function, having heard the opinions of the Board of Statutory Auditors and the CEO;
≥ reviewed the outcome of audits and progress reports for activities carried out by this function, and expressed, for the portion within its remit, a negative assurance on the adequacy of the Internal Control and Risk Management System during 2022 and 2023;
≥ monitored the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function;
≥ reviewed and evaluated information received from the Board of Statutory Auditors and its members vis-à-vis the Internal Control and Risk Management System;
≥ acquired the information provided by the General Counsel and/or the relevant functions, with particular reference to the information relating to the monitoring of legal risk and non-compliance;
≥ examined periodic information provided by the Integrated Risk Management function concerning ongoing activities;
≥ met with the Senior Manager responsible for the Company's Financial Reporting, the Chairman of the Board of Statutory Auditors and the partner from the Independent Auditors to examine the main issues pertaining to the 2022 and 2023 Financial Statements, including the impairment test procedure.

As of March 12, 2024, the Committee has already met on 5 occasions.

Director responsible for the Internal Audit function

The Director responsible for the Internal Audit function, Maurizio Bonzi, reports hierarchically to the Board of Directors and, on its behalf, to the Chairman of the Board, except for those duties that fall under the remit of the Audit and Risk Committee and the CEO, in his capacity as Officer responsible for the Internal Control and Risk Management System. The Board of Directors, at the indication of the Remuneration and Nomination Committee, set the remuneration of the Director responsible for Internal Audit.

The Director responsible for the Internal Audit function is responsible for overseeing that the Internal Control and Risk Management system is fully operational and effective; he is not responsible for any operative area and has direct access to all information it requires to carry out its duties.

The Audit and Risk Committee oversees the functions of the Internal Audit function vis-à-vis the relevant Board of Directors' responsibilities, monitoring and ensuring that these are fulfilled while maintaining the necessary conditions of independence, autonomy, adequacy, effectiveness and efficiency. The Director responsible for Internal Audit reports to the Board of Statutory Auditors in its capacity as "internal control and audit committee" pursuant to Article 19 of Legislative Decree No. 39/2010, as amended by Legislative Decree No. 135/2016.

The Director responsible for the Internal Audit function has the powers to enter into contracts for consultancy and professional services, having access to adequate funds (up to €750,000 per transaction for contracts with juridical persons and up to €500,000 per transaction for contracts with physical persons – with no budget restrictions).

In 2023, the Internal Audit function carried out the Audit Plan approved by the Board of Directors at their meeting of March 7, 2023, including assessments on the reliability of IT systems, and provided regular and periodic information on its progress to the Audit and Risk Committee, the Board of Statutory Auditors and the Compliance Committee for the parts under its remit.

On March 8, 2024, the Director responsible for the Internal Audit function released the Annual Report on the most salient activities carried out by Saipem's Internal Audit function (covering the period January 1-December 31, 2023) and expressed his opinion on the adequacy of the Control and Risk Management System of the Company as a whole, based on activities carried out during the reference period.

In line with the "Standards for the Professional Practice of Internal Audit" issued by the "Institute of Internal Auditors", the Internal Audit function is responsible for providing independent and objective activities aimed at promoting efficiency and effectiveness, improving measures in the Internal Control and Risk Management System and the Company's organisation.

The Internal Audit function assists the Board of Directors, the Audit and Risk Committee and the Company's management in pursuing the objectives of the organisation through a systematic professional approach, aimed at reviewing and improving processes of control, risk management and corporate governance.

Main responsibilities of the Internal Audit function are: (i) verify, both on an ongoing basis or in relation to specific needs and in accordance with international standards, the operation of Saipem's Risk Management and Internal Control System as a whole, also to support the evaluations by relevant company control bodies, through the integrated planning of audit and Model 231 compliance interventions and the execution of interventions, including the unplanned ones, and the monitoring of implementation of corrective measures. The Audit Plan, approved by the Board of Directors, after consulting the Audit and Risk Committee, the Chairman of the Board of Directors, the Chief Executive Officer and General Manager, and the Board of Statutory Auditors, is based on a structured process of top risk analysis and prioritisation at Group level; (ii) ensure specialised support to the Management on risk management and internal control fields in order to facilitate the effectiveness, the efficiency and the integration of controls within company processes; (iii) verify, as part of the Audit plan, the reliability of IT and accounting reporting systems; (iv) ensure the management of investigative activities, in support of the assessments by the competent corporate control bodies on reports concerning non-compliance with external laws and regulations, as well as with rules provided for within Saipem's internal regulatory system, including hypotheses of fraud on corporate assets and/or corporate reporting, as well as events capable, at least in the abstract, to cause administrative liability of the company pursuant to Legislative Decree No. 231/2001; (v) forwards reports on the violation of rules and principles of Saipem Code of Ethics to the relevant Supervisory Boards (established at Saipem SpA and its subsidiaries, also acting as Guarantors of the Code of Ethics) for their investigation and processing; (vi) prepare periodic reports that contain adequate information on its activities, on the manner in which risk management is conducted, as well as on compliance with the plans for risk containment. Periodic reports shall contain an assessment of the suitability of the Internal Control and Risk Management System; (vii) also at the request of the Board of Statutory Auditors, prepare timely reports on events of particular significance; (viii) transmit the reports referred to in the foregoing points to the Chairman of the Board of Statutory Auditors, the Chairman of the Audit and Risk Committee, the Chairman of the Board of Directors and the CEO and General Manager, unless the subject matter of these reports specifically concerns the activities of such persons; (ix) ensure support to the Audit and Risk Committee, also in respect of its secretariat duties, and to the Board of Statutory Auditors in ensuring that they receive the information necessary to carry out their duties; (x) maintaining relations and ensuring proper information flows with the Audit and Risk Committee, the Board of Statutory Auditors and the Compliance Committee.

Risk Management

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Saipem, on the basis of the principles approved by the Board of Directors, developed and implemented the Integrated Risk Management Model, which forms an integral part of the Internal Control and Risk Management System.

The Model, developed in accordance with international principles and best practices9, is intended to provide both a comprehensive and summary vision of Company risks, to ensure greater consistency in the methods and instruments used to support risk management, and to strengthen the belief at all levels that adequate assessment and management of risks of different natures can influence the achievement of Company objectives and affects its value.

The Model comprises the following elements:

≥ Risk Governance: the main framework of roles, responsibilities and information flows used in the management of main company risks; for these risks the reference model has roles and responsibilities over three levels of control10;
≥ Process: all activities, through which the various actors identify, measure, represent and monitor main risks which could affect the achievement of Saipem's objectives;
≥ Reporting: gathers Risk Assessment findings from risk analyses aimed at highlighting the main risks and identifying corresponding remedial plans.

Within the Risk Governance, Saipem's Board of Directors, with the prior opinion of the Audit and Risk Committee, defines the Risk and Internal Control Management System policies so that major risks are correctly identified, as well as correctly measured, managed and monitored. Moreover, Saipem's Board of Directors, as part of its duties and management role, determines, with the prior opinion of the Audit and Risk Committee, the degree of compatibility of such risks with the strategic objectives of the Company. Accordingly, Saipem's Board of Directors examines the status of Saipem's major risks at least every six months, as presented by the CEO, taking into account the characteristics of the Company and the specific risk profile of each business area and single process, so as to implement an integrated risk governance policy.

The Risk Governance area therefore includes the Integrated Risk Management function, established in October 2022 and placed, in line with international best practices, under the direct authority of the Chief Executive Officer and General Manager.

A new Integrated Risk Management and Compliance function was established with effect from January 1, 2024, to increase the corporate focus on the activities of analysis and continuous improvement of its compliance system integrating its management in the broader corporate Risk Management system. This ensures optimal management and overview of corporate risks and compliance with applicable regulations in the areas of Administrative/Corporate Liability and Anti-Corruption.

Further details on compliance duties and processes can be found in the dedicated section.

With reference to risk management activities, the Integrated Risk Management and Compliance function oversees the development and maintenance of Saipem's Risk Management system for the identification, analysis, treatment and monitoring of corporate risks, in accordance with the guidelines defined by the Board of Directors in relation to the Internal Control and Risk Management System, the integration of the Risk Management process at all levels of corporate management, the Risk Assessment process, the presentation of the results of the main risks and relative treatment plans to the other administrative, control and supervisory bodies, and the development and dissemination of a corporate culture oriented towards Risk Management.

With reference to the risk management processes, please note the following sub-processes:

≥ risk assessment, which includes periodic assessments of the business risk profile associated with strategic and operational objectives. Based on these objectives, broken down by business area, the organisational functions/units are identified that are expected to contribute in relevant terms to their achievement and that are responsible, at different levels of the organisation, for identifying and assessing, managing and monitoring the major risks under their responsibility, as well as any related remedial actions. Specifically, the activity aims at assessing risks that have been identified and provides information on which strategies and measures need to be implemented to address them (i.e. risk avoidance, acceptance, reduction, transfer, sharing or risk balancing);
≥ Risk Monitoring and Escalation, which ensures the monitoring of top risks and the related treatment plans. Specifically, monitoring of top risks allows the: (i) identification of the improvement areas and critical issues for risk management; (ii) analysis of these risks trends and identification of any additional treatment, also considering the adjustment and development of risk management models; (iii) timely identification and communication of new risks;
≥ Project Risk Management, which supports the decision-making process of authorising business initiatives, preparing and submitting them, negotiating them, and, in the case of contract award, verifying that the risks anticipated by the relevant functions are consistent with project economic reporting. The sub-process crosses the operational processes of all business functions that contribute to project execution, and all contribute, depending on competence and responsibility, to ensuring that project-level risks are managed, controlled, and mitigated.

(9) Refer to CoSO Report. (10) Includes the Risk Management functions.

Among Reporting activities is the illustration of the outcome of "Risk Assessment" and "Risk Monitoring and Escalation" sub-processes to the administrative, control and compliance bodies.

In the first half of 2023, the annual Risk Assessment cycle was carried out. Based on the evolution of the internal/external context and Saipem's four-year strategy formed the basis for the identification, shared with the management, of strategic lines of action and mitigation/management measures for main risks identified by the assessment. An up-to-date and in-depth analysis was carried out for the identification, assessment and remedial criteria Saipem's top risks and was presented to the Board of Directors in July 2023. Subsequently, the risks that emerged in the annual Risk Assessment were updated as well as their treatment in the second half of 2023 to incorporate any changes in the internal/external context and evolution of business objectives and to promptly intercept emerging risks. The outcome of these activities was presented to the Board of Directors in February 2024. Interim monitoring activities of top risks were also carried out, and the findings were illustrated at Board of Directors meetings in May and November 2023.

Compliance

From January 1, 2024, the activities of the Business Integrity function were separated between the Integrated Risk Management and General Counsel functions.

This to ensure:

≥ the risk-based management of anti-corruption issues, reinforcing, from an "ex-ante" and maximum effectiveness perspective, the overall view of risk from the project acquisition phase, providing for its oversight within Integrated Risk Management and confirming its autonomy of action and independence from business functions;
≥ the complete segregation and independence on 231 control/compliance issues with respect to technical/specialist legal assistance, thus ensuring compliance, without prejudice to the independent oversight of issues pertaining to Legislative Decree No. 231/2001 carried out by the Internal Audit function;
≥ support of a technical-specialist legal nature and criminal law within the General Counsel function, ensuring the unified and effective management of legal/technical-specialist expertise and better coordination within the legal area as a whole, to strengthen remediation actions in criminal legal affairs.
A Compliance function has been established within the Integrated Risk Management function.

The Compliance function ensures:

≥ advice and assistance to Saipem functions, subsidiaries and projects on Anti-Corruption regulations/policies, ensuring the management of activities under the Anti-Corruption Support Unit's responsibility;
≥ in the area of administrative/corporate liability and Anti-Corruption regulations/policies, monitoring the evolution of relevant legislation and case law and coordinating communication and training activities;
≥ in the area of administrative/corporate liability, risk assessment activities under Legislative Decree No. 231/2001 through the analysis and monitoring of sensitive activities and related control standards, as well as the constant monitoring of plans and corrective actions, making proposals for the constant updating of the 231 Model, ensuring periodic reporting to Saipem's Compliance Committee on the implementation of the 231 Model and possible critical areas;
≥ assistance to subsidiaries in activities aimed at developing and updating Organisation, Management and Control Models;
≥ for issues under its responsibility, activities aimed at obtaining and maintaining certifications of interest to Saipem and its subsidiaries;
≥ specialist assistance to Saipem functions and subsidiaries for activities concerning sanction compliance and export control.

The head of the Compliance function, with respect to compliance activities aimed at Integrated Risk Management processes, reports directly to the Chief Executive Officer and General Manager, informing him on any critical issues encountered within the scope of activities related to the matters under his/her responsibility.

Organisational Model, pursuant to Legislative Decree No. 231/2001 / Compliance Committee

From 2004, the Board of Directors has adopted its "Organisational, Management and Control Model, pursuant to Legislative Decree No. 231/2001" and established a Compliance Committee. The Model constitutes a tool for the prevention of administrative liability of entities pursuant to the aforementioned Legislative Decree No. 231/2001.

The Boards of Directors of all subsidiaries have adopted their own Organisational, Management and Control Models, containing the Code of Ethics, and also setting up their own Compliance Committees.

Also, in order to improve corporate governance and increase efficiency in monitoring the compliance of Saipem Group subsidiaries, Saipem adopts a classification system for Group companies, which provides for different administration and control systems depending on the characteristics of the individual companies, based on qualitative and quantitative elements, as well as the risk profile associated with them.

The Board of Directors at their meeting of December 13, 2022, with a view to continuous improvement, approved the review of the clustering system for Group subsidiaries.

A new risk-based classification was put in place, grouping them into 3 clusters – namely:

≥ "A" highly strategic subsidiaries - high risk;

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≥ "B" strategic subsidiaries, operational entities and holdings medium risk;
≥ "C" other operational and non-operational subsidiaries low risk.

In Cluster "A" companies, the Board of Directors consists of five members, two of whom used to be members of the Audit and Compliance Committee, which also performed the function corresponding to that of the Board of Statutory Auditors.

As part of the process to constantly maintain and implement the organisational model to further strengthen local controls, making subsidiaries responsible for their role in the Group's compliance system, as well as providing relevant support for anti-corruption activities, a reorganisation of the Compliance Committees was approved in 2023, which provides that Cluster A and B companies, as well as Italian operating companies identify a single type of Compliance Committee, a monocratic body composed of a single external member; members of the Compliance Committee of Cluster A companies will no longer be members of the administrative bodies of these companies; in Cluster C companies this activity will be carried out by the Managing Director of the company itself. This new organisation will be implemented in 2024.

Saipem's Compliance Committee reports on the implementation and adequacy of Model 231 and/or critical issues that may have arisen and informs on the outcome of activities carried out as part of their remit. The Compliance Committee reports as follows: on an ongoing basis to the CEO, who informs the Board of Directors as part of the duty of disclosure of its executive powers; six-monthly to the Board of Directors, to the Audit and Risk Committee and to the Board of Statutory Auditors; in this case a Half-Year Report is produced detailing activities and the findings of audits they carried out during the period, as well as new legislative provisions they may have been issued on matters concerning the administrative liability of legal entities.

In 2023, the Compliance Committee convened on 16 occasions to carry out its role of monitoring the effectiveness and adequacy, as well as the implementation and updating of Model 231, and its function as Guarantor of the Code of Ethics (paragraph 4.2.1 of the Code of Ethics). Its activities focused on:

≥ systematic and periodic monitoring of legal proceedings involving Saipem, requesting regular updates from the relevant Company functions tasked with following their evolution;
≥ co-ordination with the functions responsible for Internal Control, those supporting the activities of the Compliance Committee, and those responsible for critical or relevant processes;
≥ organisational changes implemented and/or desirable in view of legal changes (new offences) and changes in the Company's organisation;
≥ management of notification received, also in its capacity as Guarantor of the Code of Ethics;
≥ activities of information, divulgation and training through tailored initiatives.

The Compliance Committee remains in office for the same period as the Board of Directors that appointed it.

On December 17, 2021, the Board of Directors, at the CEO's proposal and in agreement with the Chairman, having consulted the Audit and Risk Committee and (in line with powers granted to the Board of Directors) the Board of Statutory Auditors and the Remuneration and Nomination Committee, resolved to update the composition of the Compliance Committee, with effect from January 14, 2021, by appointing 3 external members: Renato Rordorf (Chairman), Maurizio Bortolotto and Stefania Chiaruttini.

The Compliance Committee shall continue to avail itself of the collaboration and support of corporate functions to ensure adequate information flows, as well as of the support of the Technical Secretariat of the Compliance Committee.

Anti-corruption procedures

In line with the values that underpin Saipem's activities, namely its ability to conduct business ethically, with loyalty, fairness, transparency, honesty and integrity and its respect for, and compliance with the laws, the Board of Directors in 2010 approved the adoption of additional detailed internal procedures aimed at preventing the corruption of both Italian and foreign public officials, by improving the current compliance system. Specifically, the Board adopted the "Anti-Corruption Compliance Guideline" and complementary procedures relating to due diligence activities on third parties. These documents refer to international conventions on anti-corruption and are also in line with international best practice. These procedures were approved by the Board of Directors of all Saipem subsidiaries; at associated companies, Saipem's representatives on the Boards of Directors informed that these anti-corruption procedures had been adopted at corporate level and formally requested that the principles contained therein be adopted through similar ad-hoc procedures.

Furthermore, several years ago Saipem set up an internal "Anti-Corruption Unit Legal Support Unit" to provide Saipem employees with legal support in matters of anti-corruption.

On January 23, 2024, Saipem issued the latest revision of the "Anti-corruption" Management System Guideline, rolled out to all personnel. The Management System Guideline "Anti-Corruption" has been adopted by all Saipem subsidiaries through a Board of Directors' resolution.

Saipem's compliance and corporate governance systems in terms of anti-corruption regulations also provides for Anti-Corruption Regulatory instruments, aimed at preventing risks relating to areas and subjects that are particularly prone to corruption. Specifically, these include:

≥ whistleblowing reports, anonymous or otherwise;

≥ gifts and hospitality expenses;

≥ joint venture contracts;

≥ minimum requisites for contractual clauses in matters of administrative liability and anticorruption;

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

≥ anti-corruption provisions included in Saipem's internal regulatory documents governing Saipem sales or acquisitions;
≥ no profit and local community initiatives;
≥ appointment of external lawyers;

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≥ purchase of third-party consultancy, supply and professional services;
≥ sponsorship contracts;
≥ anti-corruption provisions included in Saipem internal regulatory documents governing personnel recruitment;
≥ missions and out-of-office services;
≥ anti-corruption provisions included in Saipem internal regulatory accounting documents;
≥ anti-corruption provisions included in Saipem internal regulatory documents governing the selection of Covered Business Partners;
≥ relations with Public Officials and Relevant Private Bodies;
≥ anti-corruption provisions in Saipem's internal regulations governing investments and divestments.

These subjects have been reviewed in light of the principles and updates contained in the aforementioned "Anti-corruption" Management System Guideline and are constantly updated.

External Auditors

The legal audit of Saipem's financial statements is entrusted – pursuant to the law – to an external audit company registered in the Consob special registry and appointed by the Shareholders' Meeting, upon a reasoned proposal by the Board of Statutory Auditors. The current external auditors are KPMG SpA, whose mandate was approved by the Shareholders' Meeting of May 3, 2018, for the financial years 2019-2027.

The financial statements of subsidiary companies are also subject to audit; these are carried out mostly by KPMG SpA.

With regard to the opinion on the consolidated financial statements, KPMG SpA is responsible for the audits carried out at subsidiary companies by other external auditors.

The external auditors have full access to all data, documents and information required to carry out their duties In compliance with Recommendation 33, letter f) of the Corporate Governance Code, Saipem Board of Directors, at their meeting on May 26, 2023, reviewed the results of the statutory audit of the 2022 financial year.

Senior Manager responsible for the Company's Financial Reporting

Pursuant to Article 21 of Articles of Association and Article 154-bis of Legislative Decree No. 58/1998 and considering the powers reserved for the Board of Directors, the latter, having heard the opinion of the Board of Statutory Auditors, having consulted the Remuneration and Nomination Committee, and at the Chairman's proposal and in agreement with the CEO, appoints a Director responsible for the Company's Financial Reporting, selected from individuals who have carried out the following for at least three years:

a) administrative and control activities in a managerial capacity at listed companies with a share capital exceeding €1 million, in Italy, in other European Union or OECD member states; or

b) legal audits at companies under letter a); or

c) having had a professional position in the field of or as a university professor teaching finances or accounting; or d) a management position at public or private companies with financial, accounting or control responsibilities.

The Board of Directors ensures that the Director responsible for the Company's Financial Reporting is granted adequate powers and has sufficient means to carry out his duties; the Board also ascertains that the administrative and accounting procedures are adhered to.

The Senior Manager responsible for the Company's Financial Reporting has the power to enter into, using the most appropriate clauses including the arbitration clause, modify and terminate contracts for the provision of intellectual work and professional services, in his capacity as Senior Manager responsible for Financial Reporting pursuant to Article 154-bis of Legislative Decree No. 58/1998, up to the sum of €750,000 per single contract.

On May 27, 2022, the Board of Directors appointed Paolo Calcagnini as the Senior Manager responsible for the Company's Financial Reporting.

The Board of Directors ascertained that Paolo Calcagnini met the criteria of professional competence and good repute required by the Articles of Association, which are reviewed annually (last time on February 28, 2024).

Co-ordination of bodies involved in the Internal Control and Risk Management System

The Board of Directors assesses, twice yearly, the adequacy, efficacy and effective workings of the Internal Control and Risk Management System, with respect to the characteristics of the business and the risk profile assumed, with reference to the Company consistently with the Company's objectives.

As stated earlier in this Report, the Board of Directors appointed the CEO as the person responsible to set up, maintain and co-ordinate an efficient Internal Control and Risk Management system, and ensure its constant adequacy and efficiency with the support of the Audit and Risk Committee and the Director responsible for Internal Audit. The CEO implements the guidelines approved by the Board of Directors on matters concerning the Internal Control and Risk Management System.

The CEO has the power to request that the Internal Audit function carry out audits on specific areas of operation, and ensure adherence to internal regulations and procedures involving Company transactions and operations; of this, he notifies the Chairman of the Board of Directors, the Chairman of the Audit and Risk Committee and the Chairman of the Board of Statutory Auditors; the CEO reports promptly to the Audit and Risk Committee any critical issues or problems that emerged during this activity or that he has become aware of, so that the Audit and Risk Committee (or the Board of Directors) may take appropriate action.

The Audit and Risk Committee assists the Board of Directors with consulting and advisory functions, supporting the assessments and decisions of the Board of Directors in carrying out its duties in relation to the Internal Control and Risk Management System, as well as those regarding the approval of the periodic reports of a financial and non-financial nature. At the proposal of its Chairman, the Committee appoints a Secretary, who is responsible for drafting the minutes of meeting and assisting the Committee in carrying out its duties. The Secretary may be selected from within the Corporate Affairs and Governance function of the Company, or outside of it: in the latter case, for the purposes of the role of Secretary, the resource reports functionally to the Corporate Affairs and Governance function.

The Chairman of the Board of Statutory Auditors, or a Statutory Auditor designated by the latter, attends Committee meetings. Other Statutory Auditors may also participate. The Chairman may, from time to time, invite the other members of the Board of Directors or of Company functions, or third parties, to attend the meetings of the Committee, when their presence is required/necessary depending on the items under discussion.

The Audit and Risk Committee, based on the information received from management and control functions as part of the information flows on the Internal Control and Risk Management System, reports the outcome of its investigations directly to Saipem's Board of Directors, as part of its periodic reporting, by issuing specific opinions. All information is also shared through specific meetings, at which the Committee gathers:

≥ information on the Internal Control and Risk Management System related to Saipem processes through periodic meetings with the management and relevant functions of the Company;
≥ periodic reports of the Compliance Committee, including in its capacity as Guarantor of the Code of Ethics;
≥ the results, periodic reports and indicators of Internal Audit activities;

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≥ investigations and examinations conducted by third parties regarding the Internal Control and Risk Management System;
≥ the reports pursuant to the Compliance and Governance Models adopted in connection with the applicable laws;
≥ reporting of risks; statements on the adequacy of the regulatory system made by the various process owners; other information required by corporate procedures;
≥ the information made available by the General Counsel and/or the competent functions, with particular reference to information relating to the monitoring of the legal risk and the risk of non-compliance;
≥ information relating to problems and critical points emerging during the monitoring of the Internal Control and Risk Management System put forward by the Director in charge of the Internal Control and Risk Management System.

In order to guarantee the timely exchange of information for the performance of their respective duties and to facilitate the coordination of business in common areas of concern, the Audit and Risk Committee ensures that a two-way flow of information is established between it and the Board of Statutory Auditors, thereby ensuring that the Company's transactions are conducted in an orderly fashion.

The Audit and Risk Committee reports to the Board of Directors, at least upon the approval of the Annual and Half-Year interim report, regarding the work performed and the adequacy of the Internal Control and Risk Management System.

The Internal Audit function carries out independent and objective assurance and consulting activities aimed at improving Saipem's efficiency and effectiveness. The Internal Audit Function supports the Company's functions and management and control bodies in accomplishing their objectives by providing a systematic, disciplined and value-adding approach in order to evaluate and improve the effectiveness of risk management, control and governance processes.

The Internal Audit function ensures that information is shared with the Compliance Committee, the Audit and Risk Committee and the Board of Statutory Auditors. The Audit and Risk Committee supervises the operations of the Internal Audit function and those of the Head of the Internal Audit function so that these are carried out under conditions of independence, due objectivity, competence and professional diligence, in compliance with the Company's Code of Ethics; however, the Head of the Internal Audit Function reports hierarchically to the Board of Directors and, on its behalf, to its Chairman, and the management of the functional relationship with the Head of Internal Audit is the responsibility of the Head of the Internal Control and Risk Management System.

Interests of Directors and Statutory Auditors and transactions with related parties

Following the adoption of Consob's Related Parties Regulation and taking into account the recommendations established by the then current Corporate Governance Code, in 2010, Saipem's Board of Directors, with the favourable opinion of the Committee responsible for Related Parties Transactions (Audit and Risk Committee until

the Board of Directors established the Related Parties' Committee on May 18, 2021), unanimously approved a specific procedure on the subject, most recently updated on October 25, 2023 and named "Management System Guideline Related Parties Transactions and Parties of Interest" (the "Related Parties MSG").

The Related Parties MSG sets out the principles and rules that Saipem and its subsidiaries must comply with in order to ensure the transparency and substantial and procedural fairness of transactions with related parties or with parties involving the interests of Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities of Saipem, entered into by the Company or its subsidiaries.

The Related Parties MSG defines the timing, responsibilities, and means of verification by the relevant functions, as well as the information flows that must be complied with for the purpose of its proper application.

In 2016, an internal operating procedure "Transactions involving the Interests of Directors and Statutory Auditors and Related Parties Transactions - Role and Responsibilities of the Attorneys" was issued to further regulate, at the operational level, the activities, roles and responsibilities of the individuals involved in the procedure. The latter was also updated from time to time to align with the changes made to the Related Parties MSG.

In 2023, the CEO provided periodical updates to the Board of Directors and the Board of Statutory Auditors of transactions entered into with related parties.

Further information is provided in the Related Parties MSG, available on Saipem's website at www.saipem.com (section "Governance - Transactions with Related Parties").

Related Parties Committee

Until the Board of Directors' meeting of May 18, 2021, the Related Parties Committee was comprised, in addition to two independent and non-related members of the Audit and Risk Committee, of another non-related and independent Director.

Following a resolution by the Board at the above meeting, pursuant to and for the purposes of Article 4 of the Consob Related Parties Regulation and the Related Parties MSG, a dedicated Related Parties Committee was set up, comprising of at least three non-executive Directors, all independent.

The Committee performs the functions set forth by the current legislation on related parties' Transactions and by the Related Parties MSG. Specifically the Committee: (i) examines and gives its opinion on the adoption of rules for transparency and substantial and procedural correctness of Transactions with related parties carried out by the Company and its subsidiaries and of those in which a Director has a direct or indirect interest, in order to ensure the principles of transparency and substantial and procedural correctness; (ii) provides, where required, prior and reasoned opinions on Transactions of Lesser and Greater Importance, which do not fall within the cases of exemption, vis-à-vis the interest of Saipem SpA – as well as the relevant directly and/or indirectly controlled companies that may be involved – in carrying out the transactions themselves, as well as on the expediency and substantial correctness of their conditions; (iii) verifies the correct application of the conditions for the exemption for transactions of greater importance defined as ordinary and carried out at market or standard conditions. The Committee receives information on the application of cases of exemption in accordance with the methods and timeframes set forth in the Related Parties MSG; (iv) fulfils any additional responsibilities under the current relevant legislation on matters of Transactions with Related Parties.

The Regulations of the Related Parties Committee, approved by Saipem Board of Directors at their meeting of June 30, 2021 and last updated on May 3, 2023, is published on the Company's website (under the section "Governance" - Related Parties Committee).

In line with its Regulations, the Related Parties Committee on September 14, 2023, at the proposal of the Chairman, appointed Stefano Mascia – head of the Corporate Affairs and Governance function – as Secretary, responsible for drawing up the minutes of meetings and assisting the Committee in carrying out its duties.

With regard to the provisions of the applicable legislation on transactions with related parties, in 2023, the Committee met a total of 5 times, with an average duration of 1.25 hours and an average participation of 100% of its members.

As of March 12, 2024, the Committee has already held 1 meeting.

Board of Statutory Auditors

Composition, appointment and functions of the Board of Statutory Auditors

The Board of Statutory Auditors, pursuant to Article 149 of Legislative Decree No. 58/1998, monitors:

≥ compliance with the law and the Articles of Association;
≥ that management principles are correctly adhered to;
≥ the adequacy of the Company organisational structure, the internal control system and the administrative/accounting system, and the reliability of the latter to clearly reflect the Company's position; the implementation of corporate governance regulations contained in the Codes of Practice issued by Stock Exchange management companies and/or professional associations, which the Company has made a public declaration to adhere to;
≥ the adequacy of directions given by the Company to its subsidiaries.

The Board of Statutory Auditors, in its capacity as the Committee for Internal Audit and the Audit of accounts, carries out the duties provided in Article 19 of Legislative Decree No. 39/2010. Pursuant to the latter, as amended by Legislative Decree No. 135/2016, the Board of Statutory Auditors submits a documented proposal to the Shareholders' Meeting, concerning the granting of auditing responsibilities, as well as remuneration for the external auditors, and, in case of revocation of the external auditors' mandate by the Shareholders' Meeting, must be consulted in advance.

Whenever a Statutory Auditor has a vested interest, on their own behalf or on behalf of a third party, in a certain transaction entered into by the Issuer, they shall promptly inform the other Statutory Auditors and the Chairman of the Board of Directors detailing the nature, terms, origin and size of their interests. As part of their remit, Statutory Auditors may ask the Internal Audit function to audit specific areas of business and/or Company operations. The Board of Statutory Auditors and the Audit and Risk Committee can rely on a timely and prompt exchange of information they deem relevant in the fulfilment of their duties.

On February 25, 2020, the Board of Directors had adopted the statutory changes necessary to ensure compliance with the most recent legislation on gender balance provided for by law No. 160 dated December 27, 2019.

The Board of Statutory Auditors, appointed by the Shareholders' Meeting on May 3, 2023 in compliance with the legislation on gender balance currently in force, is comprised of three Statutory Auditors and two Alternates. The Statutory Auditors' mandate lasts three years, expiring at the Shareholders' Meeting called to approve the financial statements at December 31, 2025.

The Statutory Auditors perform their office with total autonomy and independence, even from the shareholders who elected them. With regard to the remuneration of the Board of Statutory Auditors, the Shareholders' Meeting, at the time of their appointment and at the joint proposal of the shareholders Eni SpA and CDP Equity SpA, to maintain the current remuneration, setting the annual gross remuneration of the Chairman of the Board of Statutory Auditors and of all Statutory Auditors at €70,000 and €50,000 respectively, plus reimbursement of expenses.

Pursuant to Article 27 of the Articles of Association, Statutory Auditors are appointed from voting lists; one Statutory Auditor and one Alternate Auditor are appointed from the list put forward by the minority shareholders. The filing, presentation and publication of lists are governed by Article 19 of Articles of Association and Consob regulations vis-à-vis appointments of management and control bodies, the same regulations governing the appointment of members of the Board of Directors.

Lists are structured in two sections: the first comprises candidates for the office of Statutory Auditor, the second candidates for the office of Alternate Auditor. Lists that, considering both sections, present three or more candidates for the appointment of the majority of members to the Board of Statutory Auditors, must include, in the list of Statutory Auditors, candidates of both genders in order to comply with current gender balance legislation. Should the Alternate Auditors' section feature two candidates, these will have to be of different genders.

Two Statutory Auditors and one Alternate Auditor are selected from the list which receives the majority of votes. The remaining Statutory Auditor and Alternate Auditor are selected by allocating each candidate a ratio, obtained by dividing the votes received by each list by the progressive number of Statutory Auditors still to be appointed. In the event that more than one candidate obtains the same ratio, the candidate on the list with no Auditors yet appointed or on the list with the lowest number of Auditors appointed will be elected. If these lists have yet to elect a Statutory Auditor, or if they have already appointed an equal number of Auditors, the candidate on the list with the highest number of votes will be appointed. In the case of another tie, the Shareholders' Meeting will vote again, but only amongst the candidates under ballot, and the candidate who receives the majority of votes will be elected. The Shareholders' Meeting appoints the Chairman of the Board of Statutory Auditors from the list put forward by

the minority shareholders.

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Should the procedure for the appointment of Statutory Auditors fail to meet the requirements of regulations on gender balance, the ratio of votes is calculated for each candidate taken from the Statutory Auditors sections of the various lists, by dividing the votes received by each list by the order number of each candidate. The candidate of the most represented gender with the lowest ratio amongst candidates from all lists is replaced, by the candidate from the least represented gender with the higher order number in the same Statutory Auditors section of the list of the replaced candidate, or in the Alternate Auditors section of the same list of the replaced candidate (in this case, the latter replaces as Alternate Auditor who took their place). If by doing so the gender balance legislation is still not met, the candidate is replaced by a person appointed by the Shareholders' Meeting through a majority vote as required by law, so as to ensure that the composition of the Board of Statutory Auditors is compliant with the law and the Articles of Association. If candidates from different lists obtained the same ratio, the candidate from the list which has appointed the greater number of Statutory Auditors is replaced, or the candidate from the list that obtained the fewest votes, or, if votes are equal, the candidate who obtains the fewest votes by the Shareholders' Meeting in an ad-hoc ballot.

If, for any reason, Statutory Auditors cannot be appointed by the aforementioned procedures, the Shareholders' Meeting shall make the appointments through a majority vote as required by law, so as to ensure that the composition of the Board of Statutory Auditors is compliant with the law and the Articles of Association.

In the event of the replacement of an Auditor from the list that has received the majority of votes, the Alternate Auditor from the same list fills the vacant position; in the event of a replacement of an Auditor from other lists, the Alternate Auditor from those lists fills the vacant position. If the replacement fails to meet gender balance requirements, the Shareholders' Meeting must be called promptly to ensure compliance with this legislation.

This voting procedure from lists is only applicable whenever the entire Board of Statutory Auditors is replaced. Pursuant to Article 27 of the Articles of Association, lists may be presented by voting shareholders who, individually or with others, hold voting shares representing at least to 1% of the ordinary share capital, as set forth in Consob's Resolution No. 76 dated January 30, 2023.

Lists enclose declarations by each candidate stating that they meet the integrity and independence requirements (see Article 148, paragraph 3 of Legislative Decree No. 58/1998) provided by law alongside their professional résumé.

The Shareholders' Meeting on April 29, 2020 had appointed the following members of the Board of Statutory Auditors Giovanni Fiori (Chairman), Giulia De Martino (Statutory Auditor), Norberto Rosini (Statutory Auditor), Maria Francesca Talamonti (Alternate Auditor) and Francesca Michela Maurelli (Alternate Auditor). Giulia De Martino, Norberto Rosini and Maria Francesca Talamonti have been drawn from the list presented jointly by Eni SpA and CDP Equity SpA, whose overall holding is equal to 43.095% of Saipem's ordinary share capital, voted by the majority of shareholders at the Annual General Meeting. Giovanni Fiori and Francesca Michela Maurelli have been drawn from the list presented by shareholders, whose overall holding is equal to 1.07188%11 of Saipem's ordinary share capital, voted by the minority of shareholders at the Annual General Meeting. Giovanni Fiori had been appointed Chairman of the Board of Statutory Auditors by the Shareholders' Meeting, as he had been drawn from the minority list.

The current members of the Board of Statutory Auditors, appointed by the Shareholders' Meeting on May 3, 2023 and whose term of office expires at the Shareholders' Meeting called to approve the financial statements at December 31, 2025, are: Giovanni Fiori (Chairman), Ottavio De Marco (Statutory Auditor), Antonella Fratalocchi (Statutory Auditor), Maria Francesca Talamonti (Alternate Auditor), and Raffaella Annamaria Pagani (Alternate Auditor). Ottavio De Marco, Antonella Fratalocchi and Maria Francesca Talamonti were drawn from the list presented jointly by Eni SpA and CDP Equity SpA, whose overall shareholding is equal to 44.014% of Saipem's ordinary share capital, voted by the majority of shareholders who attended the Shareholders' Meeting. Giovanni Fiori and Raffaella Annamaria Pagani were drawn from the list presented by shareholders, whose overall holding is equal to 1.90513%12 of Saipem's ordinary share capital, voted by the minority of shareholders at the Annual General Meeting. Giovanni Fiori had been appointed Chairman of the Board of Statutory Auditors by the Shareholders' Meeting, as he had been drawn from the minority list.

The personal and professional résumés of Statutory Auditors are published on www.saipem.com under the section "Governance".

The following is a summary of the curriculum vitae of each member of the Board of Statutory Auditors in office as of December 31, 2023 and as of the date of approval of this Report. For further details please see the curricula vitae posted on Saipem's website under the "Governance - Board of Statutory Auditors" section.

GIOVANNI FIORI (Chairman) selected from the list put forward by institutional investors

Born in Padua on December 15, 1961, he graduated in Economics and Business from LUISS Guido Carli University (Rome).

He is a Professor of Business Economics and Corporate Governance at LUISS Guido Carli University in Rome, Department of Business and Management.

He wrote numerous scientific publications and articles in the specialised press.

In 1997, he founded Studio Fiori & Associati where he serves as a certified public accountant and auditor.

In the past he has served – and currently serves – as chairman and member of boards of statutory auditors, boards of directors and supervisory bodies of leading Italian companies and institutions (including, Vice-Chairman of Poligrafico e Zecca dello Stato SpA, Board Member of the Istituto dell'Enciclopedia Italiana "Treccani" SpA, Sogesid SpA, Prelios SpA, Member of the Supervisory Board of Ubi Banca SpA, Statutory Auditor of the Bank of Italy, Telecom Italia Media, Luxottica Group SpA, Mediaset SpA).

Specifically, inter alia, he is currently Chairman of the Board of Directors of Elettra 1938 SpA (formerly FIAMM SpA) and Compagnia Ferroviaria Italiana SpA, as well as Chairman of the Board of Statutory Auditors of Italo Treno NTV SpA. He is a Statutory Auditor and Chairman of the Board of Statutory Auditors of Saipem SpA.

OTTAVIO DE MARCO (Statutory Auditor) selected from the list put forward jointly by the Shareholders Eni SpA and CDP Equity SpA

Born in Rome on October 12, 1971, he graduated in Economics and Commerce from the University of Rome "La Sapienza".

He works as a Certified Public Accountant and Auditor at his own firm in Rome, is Technical Consultant at the Civil Section of the Court of Rome, and Expert at the Criminal Section of the Court of Rome.

(11) Amundi Asset Management SGR SpA managing the fund Amundi Risparmio Italia; Anima SGR SpA managing funds: Anima Alto Potenziale Italia, Anima Iniziativa Italia; ARCA Fondi SGR SpA managing the fund Arca Azioni Italia; Eurizon Capital SA managing the fund Eurizon Fund comparti Italian Equity Opportunities, Equity Italy Smart Volatility; Eurizon Capital SGR SpA managing funds: Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon PIR Italia Azioni, Eurizon Progetto Italia 40; Fidelity International - Fid Funds - SICAV; Fideuram Asset Management Ireland managing the fund Fonditalia Equity Italy; Fideuram Investimenti SGR SpA managing funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50, Piano Bilanciato Italia 30; Interfund Sicav - Interfund Equity Italy; Generali Investments Partners SGR SpA managing the fund Alleanza Obbligazionario; Generali Investments Luxembourg SA - Generali Investments Sicav; Legal & General Assurance (Pension Management) Ltd; Mediolanum Gestione Fondi SGR SpA managing funds Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Ltd - Challenge Funds - Challenge Italian Equity.

(12) Algebris UCITS Funds plc - Algebris Core Italy Fund; Anima Sgr SpA fund manager of Anima Iniziativa Italia; BancoPosta Fondi SpA SGR fund manager of Bancoposta Rinascimento; Eurizon Capital SGR SpA fund manager of: Eurizon Step 70 Pir Italia giugno 2027, Eurizon Pir Italia Azioni, Eurizon Azioni Italia, Eurizon Azioni Pmi Italia, Eurizon Progetto Italia 70, Eurizon Progetto Italia 40; Eurizon Capital SA fund manager of Eurizon Fund comparti: Eurizon Fund - Italian Equity Opportunities, Eurizon Fund - Equity Italy Smart Volatility, Eurizon Fund - Equity Europe Lte, Eurizon Am Sicav - Italian Equity; Fideuram Asset Management Ireland fund manager of Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr SpA fund manager of: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Interfund Sicav - Interfund Equity Italy; Mediobanca SICAV; Mediobanca SGR SpA fund manager of Mediobanca MID & Small Cap Italy; Mediolanum Gestione Fondi Sgr SpA fund manager of Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia.

He has held, and currently holds, various positions in administration, liquidation and control bodies of various companies and entities. In particular, among others, Statutory Auditor of Società Esercizi Cave Edilizie - S.E.C.E. SpA in liquidation, Leasys Italia SpA (FCA Bank Group - Stellantis NV Group) and Ales - Arte Lavoro e Servizi SpA. He has written national scientific papers and, with Studio De Marco, conducted training courses at the "LUMSA" University of Rome.

He is a Statutory Auditor of Saipem SpA.

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ANTONELLA FRATALOCCHI (Statutory Auditor) selected from the list put forward jointly by the shareholders Eni SpA and CDP Equity SpA

Born in Pescia on December 21, 1978, she graduated in Business Administration from the University of Bologna - Alma Mater Studiorum.

She practices as a Certified Public Accountant and Auditor at her own firm in Bologna.

She is also registered in the Register of Business Crisis Managers at the Ministry of Justice as well as in the list of Liquidators, Government Commissioners and Liquidators of Cooperative Entities at the Ministry of Economic Development.

She has held various positions as Bankruptcy Curator and Judicial Commissioner and Liquidator at the Court of Bologna, as well as Expert in Negotiated Business Crisis Settlement at the Bologna Chamber of Commerce. She is a Statutory Auditor of Saipem SpA.

MARIA FRANCESCA TALAMONTI (Alternate Auditor) selected from the list put forward jointly by the shareholders Eni SpA and CDP Equity SpA

Born in Rome on January 5, 1978, she graduated in Business Administration from the LUISS Guido Carli University of Rome.

She holds a Ph.D. in Business Economics from the Faculty of Economics of the University of Rome Tre and is currently Professor of Financial Analysis and Business Decisions at the "La Sapienza" University of Rome.

She is a Certified Public Accountant and Auditor and practices as a freelance consultant in business, accounting, corporate, and financial matters.

She holds, inter alia, positions as Chairman of the Board of Statutory Auditors of Safilo Group SpA, as Statutory Auditor in companies of the Eni Group and Pillarstone Group and is Statutory Auditor of Armònia SGR SpA and PLC SpA.

She is an Alternate Auditor of Saipem SpA.

RAFFAELLA ANNAMARIA PAGANI (Alternate Auditor) selected from the list put forward by institutional investors

Born in Milan on June 21, 1971, she graduated in Economics and Commerce from Bocconi University in Milan. She is a partner at Studio Associato Pagani, where she practices as a Certified Public Accountant and Auditor. She has gained significant experience as a Member of Boards of Statutory Auditors, External Auditor, and Supervisory Boards. Currently, among other positions, she is Chairman of the Board of Statutory Auditors of Amplifon SpA and Buzzi SpA, Chiesi Farmaceutici SpA, Sanofi Srl, Ferrovienord SpA, Fiera Parking SpA, Fondazione Fiera Milano and is Statutory Auditor of Autostrade Lombarde SpA, Bracco Imaging SpA, Leroy Merlin Italia Srl, Mercitalia Logistics SpA, Enel Power SpA, Enel Green Power SpA and also Sole Auditor of ALPA SpA. She is an Alternate Auditor of Saipem SpA.

In compliance with the provision of the Corporate Governance Code aimed at ensuring that Statutory Auditors meet the independence requirements following their appointment (a similar provision also applies to Board Directors), the Board of Statutory Auditors assesses annually, through their own declarations, that all of its members meet the independence requirements.

On May 3, 2023, the newly appointed Board of Statutory Auditors had assessed the suitability of members and the adequate composition of the body, vis-à-vis the requirements of professional skills, competence, integrity and independence required by the legislation, informing the Company, which on the same day disclosed the results of this assessment in a press release.

On May 17, 2023, the Board of Statutory Auditors verified, at the beginning of their mandate, that all its members still met the requirements of professional skills, competence, integrity and independence required both by the law (Article 148, paragraph 3 of Legislative Decree No. 58/1998) and by the Corporate Governance Code for Statutory Auditors of listed companies.

The Statutory Auditors are provided in advance with documents pertaining to items to be discussed and/or resolved at Board meetings.

For this purpose, amongst others, the Board of Statutory Auditors has a Secretary. This role is held by Simone Negri, Senior Manager of Saipem SpA and Head of the "Boards of Statutory Auditors and Independent Auditors Services" function.

The Board of Statutory Auditors ensured the independence of the external auditors, ascertaining that they met all of the legal requirements and evaluating the nature and size of services other than accounting audits they provided to the Company and its subsidiaries directly, or through associated companies.

The Board of Statutory Auditors liaised closely with the Internal Audit function and the Audit and Risk Committee, attending Committee meetings, some of which were also attended, where required, by the Director for Internal Audit. The Chairman of the Board of Statutory Auditors, one Statutory Auditor designated by the latter or the whole Board

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

of Statutory Auditors attends the meetings of the Sustainability, Scenarios and Governance Committee, the Related Parties Committee and of the Remuneration and Nomination Committee.

Meetings of the Board of Statutory Auditors may be held via video or tele-conference link.

The Board of Statutory Auditors of Saipem SpA met 13 times in 2023 (of which 8 meetings under the current mandate from their appointment on May 3, 2023) with an average meeting duration of 1.28 hours. The meetings were attended by 100% of Statutory Auditors. The Board of Statutory Auditors also attended all meetings of the Board of Directors held in 2023, with an average attendance of 100% of Statutory Auditors.

As of March 12, 2024, the Board of Statutory Auditors has already met on 1 occasion.

In 2023, the Board of Statutory Auditors carried out audit and control activities relating to the following areas of: (i) compliance with the law and the deed of incorporation; (ii) compliance with the principles of good administration; (iii) adequacy and efficiency of the organisational structure, of the internal accounting system and the administrative/accounting system, the reliability of the latter to provide a fair reflection of business operations, and the general integrity of the financial reporting process; (iv) methods of implementation of corporate governance regulations adopted by the Company; (v) the adequacy of directions given by the Company to its subsidiaries pursuant to Article 114, paragraph 2 of Legislative Decree No. 58/1998; (vi) the implementation of the procedure for the preparation of the "Consolidated Non-Financial Statements", pursuant to Legislative Decree No. 254 dated December 30, 2016.

Based on information received by the management and having carried out their checks, the main activities carried out by the Board of Statutory Auditors in 2023, included:

≥ approval of the Annual Audit Plan;

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≥ monitoring of the Integrated Risk Assessment System;
≥ review and evaluation of results of Internal Audit activities;
≥ review of the Audit Plan to produce the opinion required for its approval;
≥ meetings with the Company's top financial managers, the partner of the external Auditors to review the main items of the annual financial statements and interim reports;
≥ periodic exchange of information with the auditing firm in the areas under their remit;
≥ acknowledging the measures implemented by the Company to comply with Legislative Decree No. 231/2001, paying particular attention to the compliance, training and analysis of sensitive processes, as well as the updating of Model 231 of Saipem SpA (which includes the Code of Ethics) and associated enclosures;
≥ monitoring the preparation, publication, verification and compliance of the "Consolidated Non-Financial Statement" pursuant to Legislative Decree No. 254 dated December 30, 2016 (through Resolution No. 22802 of September 6, 2023, Consob set the parameters envisaged by Article 6 of the regulation adopted with Resolution No. 20267 dated January 18, 2018 to sample check the non-financial statements published in 2022. In executive Resolution No. 84 of July 27, 2023, Consob listed the entities that, from January 1 to December 31, 2023, published the non-financial statement relating to the year 2023);
≥ supervising, with the Company's Audit and Risk Committee, Saipem's financial reporting process, for issues under their respective remit;
≥ monitoring the organisational structure and power allocation at the basis of the decision-making process within the Saipem Group;
≥ periodic analysis of notification, even in confidential or anonymous form (whistleblowing), that are received by Saipem, assessing their contents and proposed corrective measures;
≥ monitoring the actual application of the procedure adopted by the Company on Related Parties' Transactions;
≥ acquisition of the periodic reports by the Compliance Committees of Saipem subsidiaries;
≥ supervising the updating of the clustering process: i.e., as already described in the document, a classification model for subsidiaries, which are divided into clusters based on drivers that take into account both the quantitative size of the individual entity and the qualitative levels of risk it is potentially subject to;
≥ monitoring of ongoing judicial proceedings and the periodic updates provided by the Legal Department at Board meetings;
≥ monitoring of the analysis and updating process of the Strategic Plan for the 2024-2027 period;
≥ monitoring of the decision-making process adopted by the Company:
≥ review of the updated version of the Shareholders' Agreement between the two main shareholders (Eni SpA and CDP Equity SpA, formerly Fondo Strategico Italiano SpA and CDP Industria SpA), last published in January 3, 2023 (please refer to page 17, paragraph "Shareholders' agreements" of this Report);
≥ supervising the transaction that authorised the convertibility of equity-linked bonds named "€500,000,000 Senior Unsecured Guaranteed Equity-Linked Bonds due 2029" and a share capital increase, in divisible form, excluding shareholders pre-emption rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, to service the aforementioned bonds, through the issue of Saipem ordinary shares, and the consequent amendment to Article 5 of the Company's Articles of Association, approved by the Extraordinary Shareholders' Meeting of December 13, 2023;
≥ supervising the evolution of the organisational structure adopted by the Company, which, among other things, with effect from January 1, 2024, saw the introduction of a more risk-based management of anti-corruption issues, overseen by the Integrated Risk Management and Compliance function, confirming its autonomy and independence from business functions;
≥ providing information to the Board of Directors on the outcome of the statutory audit of the accounts, accompanied by the additional report, as per Article 11 of the European Regulations, and associated observations.

In compliance with Article 19, paragraph 1, letter a) of Legislative Decree No. 39/2010, the Board of Statutory Auditors (as the Internal Control and Audit Committee) informed the administrative body of the results of the statutory audit of the accounts for the 2022 financial year, sending the additional report pursuant to Article 11 of European Regulation 537/2014.

Pursuant to Article 27 of the Articles of Association, Statutory Auditors may hold positions as members of administrative and control bodies at other companies; however, these are limited by Consob's Issuers' Regulations, Article 144-terdecies. In any case, pursuant to the aforementioned regulation, candidates already holding the office of Statutory Auditor at five listed companies may not be appointed as Auditors, and if elected, shall forfeit their office.

Relations with shareholders

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Access to information

Saipem maintains a constant engagement with shareholders, financial market analysts and rating agencies, ensuring the timely disclosure of comprehensive information on Company activities, in compliance with the relevant legislation. Information for investors, the market and the media is disseminated via press releases, and periodic meetings with institutional investors, the financial community and journalists, in addition to the comprehensive information made available and constantly updated on the Company website at www.saipem.com. Relations with investors and financial analysts are maintained by the Head of the Investor Relations and Rating Management function. Information is posted on Saipem's website or can be requested via email from: [email protected].

The Company Affairs and Governance function, in agreement with the General Counsel and Secretary of the Board of Directors, maintains relations with retail shareholders, for matters under its remit, answering their requests and providing clarification and with all shareholders providing Company documentation also through dedicated IT channels.

Information of interest to investors is posted on Saipem's website at www.saipem.com or can be requested via email from: [email protected].

Shareholders engagement

On February 20, 2022, the Board of Directors of Saipem SpA, at the Chairman's proposal and in agreement with the Chief Executive Officer and General Manager, having consulted the Sustainability, Scenarios and Governance Committee, approved the "Policy for the engagement with Shareholders and other interested parties" to manage the engagement with current and potential Saipem Shareholders and other interested parties, so as to implement Recommendation No. 3 of the Corporate Governance Code, taking into consideration the engagement policies adopted by institutional investors and asset managers.

Saipem is committed to promoting maximum transparency towards investors and the financial community, through the fostering, maintenance and development of an active relationship of trust with them, which benefits both investors and the Company, with a view to creating value in the medium-long term.

This Policy governs the traditional Engagement tools, as well as the Engagement between the Board of Directors and the Interested Parties.

The Policy promotes: (a) the principle of transparency of the information provided in the Engagement, based on which the information provided must be clear, complete, correct, truthful and not misleading; (b) compliance with current laws and regulations as well as internal governance rules, in particular those relating to the prevention of market abuse and the disclosure of inside information, also ensuring the application of the principles of collaboration and transparency with the supervisory authorities; (c) sustainability as an integral part of the business, aimed at guaranteeing long-term growth and the creation of value through the effective engagement of the stakeholders.

The Policy governs the relations between the Company and the Interested Parties in relation to the following matters: (a) corporate strategy (strategic plan, investments, targets, etc.), the internal control and risk management system, also vis-à-vis financial reporting, as well as the definition of the nature and level of risk compatible with the strategic objectives of the Company, also with a view to pursuing sustainable success; (b) capital structure; (c) the operating performance, the financial statements and the periodic financial results, the performance of Saipem shares and other financial instruments issued by the Company; (d) the policy on dividends, buy-back programmes; (e) transactions announced, or carried out, by Saipem and its subsidiaries of significant strategic, economic or financial importance, in addition to transactions announced or carried out with related parties; (f) proposals for amendments to the Articles of Association; (g) the corporate governance system, the appointment and composition of the corporate bodies (including internal Board committees), also with reference to their size, professional skills, integrity, independence and/or diversity; (h) various environmental, social and sustainability issues included in the ESG (Environmental, Social, Governance) remit, through the involvement of the Sustainability, Disclosure, Report and Performance function; (i) the remuneration policy for Directors and Senior Managers with strategic responsibilities; (j) policies on transparency and corporate communication towards the market as well as their implementation, extraordinary and/or particularly significant events which have occurred, and which may significantly affect Saipem's prospects and / or its reputation; (k) the adoption of acts falling within the scope of Article 104 of the Consolidated Law on Finance.

The Board of Directors provides direction, supervision and monitoring in the application of this Policy and, generally, in the pursuit of the Engagement. It is promptly informed of the development and significant content of the Engagement with Interested Parties.

The Board of Directors delegates the management of the Engagement with Interested Parties to the Chief Executive Officer. The Engagement for issues relating to the system and quality of corporate governance, the statutory structures, the appointment processes and the rules on the composition of the corporate bodies (including internal board committees), also in terms of their size and requirements of professional skills, integrity, independence and diversity, the remuneration policies for Directors and the transparency and disclosure to the market ("corporate governance issues"), is entrusted to the CEO in coordination with the Chairman (who avails herself of the support of the Secretary of the Board of Directors).

Concerning transactions with related parties and issues that may highlight a conflict of interest of the Chief Executive Officer, or that the Chief Executive Officer may consider potentially controversial, the Chief Executive Officer can request that the Board of Directors assess the existence of the Company's interest to engage with one or more Interested Parties and provide indications on how to manage the Engagement.

The Chairman ensures, in agreement with the Chief Executive Officer and with the support of the Secretary of the Board, that the Board of Directors is periodically informed on how the Engagement is managed and, in any case, is informed at their next meeting of the development and significant content of Engagement events that have taken place, as well as any requests for Engagement that have been refused.

Saipem maintains constant interaction with its Shareholders, potential investors, analysts and all other financial markets operators. In order to provide a full and detailed representation of financial data and strategies, Saipem's top management presents the company results (quarterly, half-yearly and annual results) and strategy to the market through dedicated conference calls.

In particular, Saipem interacts with its Shareholders and other Interested Parties through its website, press releases, the Annual General Shareholders' Meeting, which represents the institutional meeting between the Company and its Shareholders and meetings with the financial community, institutional investors and analysts, which are generally scheduled upon the disclosure of the periodic and annual financial reports and are announced to the public well in advance.

The Investor Relations function guarantees a continuous and transparent interaction between the Company and the market, from whom Interested Parties may request information. The Investor Relations function strives to ensure that a prompt response is provided to all appropriate requests.

The Secretary of the Board of Directors interacts with the Interested Parties in coordination with the Head of the Investor Relations and Rating Management function, in particular on corporate governance issues.

The Investor Relations and Rating Management function, in coordination with the Secretary of the Board of Directors, monitors the requests for Engagement received from Interested Parties. The Secretary ensures a timely flow of information to the Chairman and the CEO.

The Chief Executive Officer, in coordination with the Chairman, whenever the engagement concerns Corporate Governance issues, evaluates whether to:

a) accept the Engagement request or start the Engagement, putting in place, in case of acceptance or start of Engagement, any consequent activities deemed necessary or appropriate, even deciding to engage in a different way to that proposed by the Interested Party, or,
b) reject the Engagement request, considering the best interests of the Company and on the basis of the evaluation criteria adopted and/or any other relevant circumstances, including cases in which the Engagement request, especially with reference to a Two-way Engagement, concerns Inside information or pending blackout periods.

Should a Director, other than the Chief Executive Officer, receive a request for Engagement or information from investors, they are required to promptly inform the Secretary of the Board of Directors, who will inform the Chief Executive Officer and the Chairman for appropriate action.

To decide whether or not to accept a request for Engagement received from an Interested Party, or to engage with the latter, and establish the engagement procedures, the Chief Executive Officer, in coordination with the Chairman where the request for dialogue concerns Corporate Governance issues, carries out a case-by-case assessment, in the best interests of the Company.

For further details, please refer to the Policy, available at www.saipem.com, in the "Governance - Documents - Corporate Governance" section.

On January 20, 2023, a collective engagement meeting was held with Assogestioni (in two-way mode), pursuant to the "Protocol for the Investment Managers' Committee operations and the Italian Principles of Stewardship". During the meeting, which was attended by the Company's top management and all Board Directors, the following topics were discussed, inter alia: (i) the Company's situation (including ESG issues), with particular reference to the risk management of contracts and actions taken to verify the actual profitability of existing contracts, the strategic approach adopted in relation to the energy transition; (ii) the Sustainability Plan; (iii) prospects for the strategic development of the sector; (iv) cooperation with customers and other players in the value chain in order to implement efficient solutions to reduce emissions.

Shareholders' Meeting (pursuant to Article 123-bis, paragraph 1, letter l), paragraph 1, letter c) of Legislative Decree No. 58/1998)

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The Shareholders' Meeting represents the institutional meeting point of the Company's Board of Directors and its shareholders. At these meetings, shareholders may ask questions pertaining to items on the agenda or the Company's management at large.

The functions of the ordinary Shareholders' Meeting are regulated by Article 2364 of the Italian Civil Code, with the exception of those matters for which the Board of Directors is responsible, in accordance with Article 20 of the Articles of Association.

The Shareholders' Meeting of January 30, 2001, had approved the shareholders' meetings regulations (posted on Saipem's website www.saipem.com) to ensure smooth and effective meetings proceedings and, specifically, to safeguard every shareholder's right to intervene on items under discussion.

Following the issue of Legislative Decree No. 49 of May 10, 2019, which implements in Italy Directive 2017/828/EU issued by the European Parliament and Council and amended the previous Directive 2007/36/EC in relation to the promotion of the long-term shareholders commitment, for which Member States were required to issue the laws, regulations and administrative provisions necessary to comply with the aforementioned Directive by June 10, 2019, the Company has been monitoring, since 2017, the evolution of the regulatory framework to update the rules and tools necessary to best meet the needs of shareholders.

Legislative Decree No. 49 of May 10, 2019, as stated before, amended the provisions of the Italian Civil Code concerning transactions with related parties, and intervened on Legislative Decree No. 58/1998, modifying the provisions related to the identification of shareholders, the remuneration of Directors and the right to ask questions, introducing a new section on the transparency obligations of institutional investors and proxy advisors, and updating sanctions. Specifically, the Annual General Meeting is called by publishing a notice on the Company's website, in addition to all other methods set forth in Consob Regulations and in compliance with the law and current legislation.

Pursuant to Article 13 of Saipem's Articles of Association, the legitimate attendance at shareholders' meetings and the exercise of voting rights is confirmed by a statement to the Company from the accredited intermediary, in compliance with their accounting records, on behalf of the shareholder entitled to vote.

This statement is based on the intermediary accounting records registered at the end of the seventh trading day prior to the date of the Shareholders' Meeting on first call. Credit and debit records after this deadline shall not be considered for the purpose of legitimising the exercise of voting rights at the Shareholders' Meeting. Statements issued by the intermediaries must reach the Company by the end of the third trading day prior to the Shareholders' Meeting on first call.

Shareholders who, solely or jointly, represent at least one fortieth of the share capital may request, within ten days from publication of the calling of the Shareholders' Meeting, detailing items they wish to be added to the meeting agenda. Shareholders entitled to vote may delegate others to represent them at the Shareholders' Meeting, pursuant to the

law. To do so, they must present a request either in writing, or electronically. The electronic proxy can be filled in on Saipem's website and sent via certified e-mail, under the terms advised in the notice of Shareholders' Meeting and in compliance with current legislation and regulations.

At the Shareholders' Meeting called to approve the Annual Report, the Board of Directors reports on activities that occurred during the year, both through reports in the financial statements, made public prior to the meeting through methods as provided by the law and current regulations, and by answering questions and requests for clarification posed by the shareholders.

At the Shareholders' Meeting, votes are usually cast so as to facilitate the shareholders in exercising their rights and ensure that the voting results are immediately available.

Since Law Decree No. 198 of December 29, 2022, converted into Law No. 14 of February 24, 2023, extended the deadline established by Law Decree No. 18/2020 governing the procedures for holding of shareholders' meetings of companies and entities, from July 31, 2022 to July 31, 2023, the Shareholders' Meeting of May 3, 2023, was held exclusively through the Designated Representative. According to the provisions of Article 135-undecies, of Legislative Decree No. 58/1998, the Company identified for the 2023 General Shareholders' Meeting, the lawyer Dario Trevisan as the Designated Representative, whom the shareholders could confer proxies, free of charge, with voting instructions on all or some of the proposals on the agenda.

The Shareholders' Meeting was attended: (i) for the Board of Directors, in person at the Company's registered office the Chairman, Silvia Merlo and the Directors Alessandro Puliti (CEO and General Manager), Davide Manunta, Paul Simon Schapira and Paola Tagliavini and, via audio/videoconference link, Patrizia Michela Giangualano and Marco Reggiani; (ii) for the Board of Statutory Auditors, in person at the Company's registered office, the Chairman Giovanni Fiori and the Statutory Auditor Giulia De Martino and, via audio/videoconference link, the Statutory Auditor Norberto Rosini.

There were no requests for additions to the items on the agenda of the Shareholders' Meeting and no questions were received before the meeting.

The Board of Directors endeavoured to provide the shareholders with information on all items under discussion so that they could take, with full knowledge of the facts, the decisions under the remit of the Shareholders' Meeting, by publishing, within the terms of the law, all the documentation supporting the discussion of the items on the agenda, preparing resolution proposals on all items on the agenda and accompanying them with detailed and exhaustive illustrative reports.

The Shareholders Eni SpA and CDP Equity SpA proposed a resolution with reference to item 4, sub 4.3, of the agenda of the Shareholders' Meeting "Setting the remuneration of the Chairman of the Board of Statutory Auditors and that of the Statutory Auditors", proposing to confirm the current remuneration of the Statutory Auditors, i.e. setting the gross annual remuneration due to the Chairman of the Board of Statutory Auditors at €70,000 and that due to each of the Statutory Auditors at €50,000, in addition to reimbursement of expenses.

As the emergency regulations expired, the Extraordinary Shareholders' Meeting of December 13, 2023 was held with the shareholders attending in person at the Company's registered office.

The Meeting was attended by: (i) for the Board of Directors, in person at the Company's registered office, the Chairman Silvia Merlo, the Directors Alessandro Puliti (CEO and General Manager), Davide Manunta, Paul Simon Schapira, Marco Reggiani and, via audio/videoconference link, Patrizia Michela Giangualano; (ii) for the Board of Statutory Auditors, in person at the Company's registered office, the Chairman, Giovanni Fiori and the Statutory Auditors, Ottavio De Marco and Antonella Fratalocchi.

The Board of Directors again endeavoured to provide the shareholders with information on the sole item on the agenda, publishing, within the terms of the law, all the documentation supporting the discussion.

There were no requests to add items to the agenda of the Shareholders' Meeting.

The response to the only question received pursuant to Article 127-ter of Legislative Decree No. 58/1998 was posted on the Company's website on December 11, 2023.

In accordance with the provisions of Article 11 of Law No. 21 dated March 5, 2024, which postponed to December 31, 2024 the deadline set forth in Article 106, paragraph 7, of Decree Law No. 18 of March 17, 2020, converted, with amendments, into Law No. 27 of April 24, 2020 ("Decree No. 18/2020"), regulating the running of shareholders' meetings of companies and entities, Saipem's Shareholders' Meeting scheduled to take place on May 14, 2024 will be held exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58/1998.

Saipem Corporate Governance additional practices (pursuant to Article 123-bis, paragraph 2, letter a), second part of Legislative Decree No. 58/1998)

The Company has not applied any corporate governance practices other than those provided for by current laws and regulations, as well as the recommendations of the Corporate Governance Code, illustrated in this Report.

Events subsequent to year-end

Events that have occurred since the end of 2023 are as follows:

≥ the Board of Directors on January 24, 2024, updated the powers under the responsibility of the Board itself;
≥ the Board of Directors on February 28, 2024, approved the Strategic Plan for the years 2024-2027.

Considerations on the letter by the Chairman of the Corporate Governance Committee dated December 18, 2023

In line with the indications of the annual letter sent by the Chairman of the Italian Corporate Governance Committee to all Italian listed companies on December 18, 2023, containing the "2023 Report on the Evolution of Corporate Governance in Listed Companies - 11th Report on the Application of the Corporate Governance Code" (the "2023 Report") and the recommendations for 2024 (the "2024 Recommendations"), the Chairman of Saipem's Board of Directors shared its contents with the Company's Board of Directors and Board of Statutory Auditors.

The annual letter (including the 2023 Report and the 2024 Recommendations) was examined and discussed by the following Board committees for matters under their respective remits: (i) on January 18, 2024, the Sustainability, Scenarios and Governance Committee reviewed the Letter and, on February 21, 2024, confirmed that Saipem's corporate governance was substantially aligned with the 2024 Recommendations and, in general, with the recommendations of the Corporate Governance Code; (ii) on February 20, 2024, the Remuneration and Nomination Committee reviewed the annual letter, confirming, also in light of the 2023 Report, the alignment of Saipem's Remuneration Policy with the recommendations of the Corporate Governance Code; (iii) on February 26, 2024, the Audit and Risk Committee reviewed the letter, in particular, chapter 2.1.3.3. of the 2023 Report ("Audit and Risk Committee") and found no items requiring attention.

The aforementioned documentation was later examined and discussed by the Board of Directors at their meeting of March 12, 2024, a meeting attended also by the members of the Board of Statutory Auditors.

The main considerations that emerged from the review and discussion are as follows:

≥ Recommendation for "companies to provide adequate disclosure on the board's involvement in reviewing and approving the business plan, as well as in analysing issues that are relevant to long-term value generation". Saipem's Board of Directors, by virtue of its powers, "examines and approves budgets, strategic, industrial and financial plans of the Company and the Group, also based on the analysis of the relevant issues for the generation of long-term value, carried out with the support of the Sustainability, Scenarios and Governance Committee, periodically monitoring their implementation". Saipem's Sustainability Scenarios and Governance Committee has "the task of examining the scenarios and guidelines for the preparation of the Strategic Plan, also based on the analysis of relevant issues for the generation of long-term value, expressing an opinion to the Board of Directors". The Sustainability Scenarios and Governance Committee reviewed the management proposals on the scenarios and strategic guidelines for the preparation of the Strategic Plan 2023-2026, expressing its positive opinion for consideration by the Board of Directors. The Board of Directors therefore reviewed and approved the updated scenarios and strategic lines underlying the Strategic Plan 2023-2026, and, after a preliminary review session, approved the Strategic Plan 2023-2026 at their meeting of February 27, 2023.

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 61

As part of the above process, the Company examines market scenarios taking into account the following elements: (i) the evolution of the global macroeconomic environment and the (economic, social, legal, and technological) issues potentially having the greatest impact on the industry; (ii) the evolution, both in the short and long term, of the industry's fundamental drivers (e.g., demand and prices for oil and natural gas); (iii) the evolution of the energy scenario, with particular reference to energy transition (e.g., climate change, carbon market and regulatory trends) and related emerging technologies; (iv) stakeholders' expectations (particularly clients and the financial community), identified through the dual materiality analysis; (v) the impact of the evolution of key market drivers (with a focus on the medium term) on the level and type of prospective investments in Saipem's various target markets; (vi) the analysis of the competitive environment and Saipem's positioning against its competitors in terms of performance and strategies.

In this context, the strategic planning and sustainability functions work together to ensure consistency between the goals of the Strategic Plan and the Sustainability Plan. In addition, business sustainability goals related to the reduction of GHG emissions are reflected, through the Net Zero Programme, in the investments envisaged in the Plan and are identified as priorities by the Remuneration and Nomination Committee for the purposes of the managers' variable incentive plans, subsequently approved by the Board of Directors.

As previously mentioned, the Board of Directors, having consulted with the Audit and Risk Committee and the Sustainability, Scenarios and Governance Committee, shares the material sustainability issues that have emerged from the annual stakeholder consultation with a view to the Company's business sustainability.

≥ Recommendation for "companies to give adequate justifications – in the corporate governance reports – in case of derogation from the timeliness of pre-board information due to confidentiality reasons, when this derogation is provided in board regulations and/or adopted in practice".

Saipem's Board of Directors Rules and Regulations, last updated on April 19, 2023, do not contain generic exemptions to the timely delivery of pre-meeting documentation for confidentiality reasons. Pursuant to these Regulations, pre-meeting documents are normally sent no later than the circulation of the notice of meeting (at least five days prior to the date of the meeting) exclusively through a dedicated IT platform to ensure the necessary segregation and confidentiality. In 2023, the deadline for the transmission of board documentation provided for in the Rules and Regulations of the Board of Directors was largely met, with the exception of a limited number of cases in which the Board, in any case, was guaranteed adequate in-depth examination.

≥ Recommendation for: (i) "companies to clearly indicate and give adequate justification – in the corporate governance report – in case of failure to express guidelines on board's quantitative or qualitative composition when the board of directors is renewed, and/or in case of failure to require shareholders submitting a 'long' list to provide adequate information about the list's alignment with the expressed guidelines; (ii) "companies to indicate if and how the timing of the publication of the guidance has been deemed appropriate to allow an adequate consideration by shareholders presenting the lists of candidates".

Saipem's Board of Directors, in view of the renewal of the Board itself, on February 24, 2021, approved the document "Saipem Board of Directors' Recommendations to Shareholders on the Quantitative and Qualitative Composition of the New Board of Directors", published and disclosed to the market on February 25, 2021. The publication deadline was appropriate, considering that shareholders, in view of the April 30, 2021, Shareholders' Meeting, were able to submit lists by the deadline of April 6, 2021. The Board of Directors at their meeting of February 28, 2024, in view of the next renewal of the Board due at the Shareholders' Meeting of May 14, 2024, approved, at the proposal of the Remuneration and Nomination Committee, the guidelines on the composition of the new Board, which were published and disclosed to the market on February 29, 2024. This publication deadline was also appropriate, considering that shareholders, in view of the aforementioned Shareholders' Meeting of May 14, 2024, will be able to submit lists by the deadline of April 19, 2024.

≥ Recommendation that "in the Board of Directors' proposals to the Shareholders' Meeting concerning the introduction of the increased voting rights – companies adequately disclose the purpose of this choice and the expected effects on ownership and control structures and future strategies, providing adequate justification for any failure to disclose these elements".

Saipem's Board of Directors has not made any proposal to the Shareholders' Meeting regarding the introduction of the increased voting rights.

Tables

Table 1. Shareholding structure

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Shareholding structure as at December 31, 2023

	Shares	Voting rights	Listed Market/not listed	Rights and obligations
Ordinary shares	1,995,557,732	1,995,557,732	Computerised Share Trading Market (Mercato Telematico Azionario Italia - MTA)	Dividend/entitled to vote at the Shareholders' Meeting
Preferred shares	-	-	-	-
Shares with multiple voting	-	-	-	-
Other types of voting shares	-	-	-	-
Savings shares	-	-	-	-
Convertible savings shares	1,059	1,059	Computerised Share Trading Market (Mercato Telematico Azionario Italia - MTA)	Convertible into ordinary shares without time restrictions / dividend per share €3 higher than ordinary shares / dividend per share up to €5 higher than ordinary shares if profits were recorded / not entitled to vote at the Shareholders' Meeting
Other types of non-voting shares	-	-	-	-
Other	-	-	-	-

Other financial instruments

	Listed Market /not listed	Instruments in circulation	Type of share to be converted/exercised	Number of share to be converted/exercised
Convertible bonds	Vienna MTF	5,000	Saipem ordinary shares	244,057,207 (*)
Warrants	-	-	-	-

(*) Please note that the maximum number of Saipem ordinary shares may be increased based on the actual conversion price applied each time.

Relevant shareholdings as at December 31, 2023

Declarant	Direct Shareholder	% of ordinary capital	% of voting capital
Cassa Depositi e Prestiti SpA	CDP Equity SpA	12.82	12.82
Ministry of Economy and Finance	Eni SpA	31.19	31.19

Table 2. Structure of the Board of Directors

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					Board of Directors
Office	Members	Year of birth	First appointment (1)	In office since	In office until	List (put forward by) (2)	List (M/m)	(3) Exec. exec.		Indep.	Indep. under Non under Leg. Dec. Code 58/1998	Other offices held (4)	Meeting attendance (5)
Chairman	Silvia Merlo	1968	2021	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	M		X	X	X	1	14/14
CEO•	Alessandro Puliti	1963	2022	Aug. 31, 2022	Approv. Fin. Stat. 2023	Coopted		X				-	14/14
Director	Roberto Diacetti	1973	2021	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	m		X	X	X	2	14/14
Director	Alessandra Ferone	1970	2020	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	M		X			1	11/14
Director	Patrizia Michela Giangualano 1959		2021	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	m		X	X	X	2	14/14
Director	Davide Manunta	1981	2022	Oct. 26, 2022	Approv. Fin. Stat. 2023	Coopted			X			1	14/14
Director	Marco Reggiani	1968	2021	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	M		X			1	14/14
Director	Paul Schapira	1964	2018	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	m		X	X	X	1	14/14
Director	Paola Tagliavini	1968	2021	Apr. 30, 2021	Approv. Fin. Stat. 2023	Shareholders	M		X	X	X	3	14/14
	Number of meetings held during the year: 14

Minimum quorum required for the presentation of lists by minority shareholders for election of one or more members (pursuant to Article 147-ter of Legislative Decree No. 58/1998): 1%

• The Director responsible for the Internal Control and Risk Management System.

(1) The first year in which a Director has ever been appointed in the Board of Directors of the Issuer.

(2) The list from which every Director has been selected, either Shareholders or BoD.

(3) "M" denotes the list from which a member has been appointed ("M": majority list; "m": minority list.

(4) Other Directorships or Auditor posts held by a Director in other large or listed companies. Full details of these additional offices are provided in the Corporate Governance Report.

(5) Board Directors' participation to meetings of the Board of Directors (out of the total number of meetings held).

Table 3. Structure of the Board Committees

Board of Directors		Related Parties Committee		Audit and Risk Committee		Remuneration and Nomination Committee		Sustainability, Scenarios and Governance Committee
Office/Qualification	Members	(1)	(2)	(1)	(2)	(1)	(2)	(1)	(2)
Chairman of the Board of Directors Non-executive indep. under Code and Leg. Dec. 58/1998	Silvia Merlo							10/10	C
CEO	Alessandro Puliti
Non-executive Director - indep. under Code and Leg. Dec. 58/1998	Roberto Diacetti	5/5	M	14/18	M
Non-executive - non-independent Director	Alessandra Ferone					12/12	M
Non-executive Director - indep. under Code and Leg. Dec. 58/1998	Patrizia Michela Giangualano	5/5	C					10/10	M
Non-executive - non-independent Director	Davide Manunta							9/10	M
Non-executive - non-independent Director	Marco Reggiani							10/10	M
Non-executive Director - indep. under Code and Leg. Dec. 58/1998	Paul Schapira			18/18	M	12/12	C
Non-executive Director - indep. under Code and Leg. Dec. 58/1998	Paola Tagliavini	5/5	M	18/18	C	12/12	M
		Members who are not Directors
Executive of the Issuer/Other
Meetings held during the year:			4	17		12		10

(1) Board Directors' participation to meetings of the Board Committees (out of the total number of meetings held).

(2) "C": Chairman; "M": member.

Table 4. Structure of the Board of Statutory Auditors

Board of Statutory Auditors

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Members	Year of birth	First appointment (1)	In office since	In office until	List (M/m) (2)	Independence under the Code	Participation to meetings of the BoSA (3)	Other offices held (4)
Giovanni Fiori	1961	2020	May 3, 2023	Approval Fin. Stat. 2025	m	X	13/13	3
	1971	2023	May 3, 2023	Approval Fin. Stat. 2025	M	X	8/8	8
Antonella Fratalocchi (*)	1978	2023	May 3, 2023	Approval Fin. Stat. 2025	M	X	8/8	-
Pagani (*)		2023	May 3, 2023	Approval Fin. Stat. 2025	m	X	-	19
Maria Francesca Talamonti	1971	2015	May 3, 2023	Approval Fin. Stat. 2025	M	X	-	11

Giulia De Martino	1978	2015	Apr. 29, 2020	Approval Fin. Stat. 2022	M	X	5/5	2
Norberto Rosini	1959	2020	Apr. 29, 2020	Approval Fin. Stat. 2022	M	X	5/5	-
Francesca Michela Maurelli	1971	2017	Apr. 29, 2020	Approval Fin. Stat. 2022	m	X	-	3
		Ottavio De Marco (*) Raffaella Annamaria 1971				Statutory Auditors terminated during the year

Number of meetings held during the year: 13

Minimum quorum required for the presentation of lists by minority shareholders for election of one or more members

(pursuant to Article 148 of Legislative Decree No. 58/1998): 1%

(*) Appointed by the Shareholders' Meeting on May 3, 2023.

(1) The first year in which a Statutory Auditor has ever been appointed in the Board of Statutory Auditors of the issuer.

(2) "M" denotes the list from which a member has been appointed ("M": majority list; "m": minority list).

(3) Statutory Auditors' attendance to meetings of the Board of Statutory Auditors (attendance/number of meetings held during the period of office).

(4) Other Directorships or Auditor posts held by a Statutory Auditor pursuant to Article 148-bis of Legislative Decree No. 58/1998 and the regulations included in Consob's Issuer Regulations. Full details of these additional offices are provided by Consob on their website pursuant to Article 144-quinquiesdecies of Consob's Issuer Regulations.

APPENDIX A

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	2020 CORPORATE GOVERNANCE CODE	Applied	Reference page
	Article 1 - Role of the Board of Directors
I.	Principles The Board of Directors leads the Company by pursuing its	√	Page 20 "Board of Directors' role"
	sustainable success.
II.	The Board of Directors defines the strategies of the		Page 20
	Company and the Group it heads in accordance with principle I and monitors its implementation.	√	"Board of Directors' role"
III.	The Board of Directors defines the corporate governance
	system that is most functional for carrying out the Company's business and pursuing its strategies, considering the flexibility offered by the legal framework. If necessary, the Board of Directors evaluates and promotes the appropriate changes and submit them to the shareholders' meeting when such changes are necessarily subject to the shareholders' vote.	√	Page 20 "Board of Directors' role"
IV.	The Board of Directors promotes dialogue with		Page 57
	shareholders and other stakeholders which are relevant for	√	"Shareholders engagement"
	the Company, in the most appropriate way.
	Recommendations 1. The Board of Directors:
	a) reviews and approves the business plan of the Company and the Group it heads, also on the basis of matters that are relevant for the long-term value generation. That analysis is carried out with the possible support of a committee whose composition and functions are defined by the Board of Directors;		Page 20 "Board of Directors' role"
	b) periodically monitors the implementation of the business plan and assesses the general course of the business, comparing the results achieved with those planned; c) defines the nature and level of risk compatible with the Company's strategic objectives, including all the elements that can be relevant for the Company's sustainable success; d) defines the corporate governance system of the Company	√	Page 36 "Additional committees (other than those provided for by the legislation or recommended by the Code)"
	and the structure of the Group it heads, and assesses the adequacy of the Company's organisational, administrative and accounting structure and of its strategically important subsidiaries, with particular reference to the Internal Control and Risk Management System; e) approves transactions of the Company and its subsidiaries		Page 40 "Internal Control and Risk Management System"
	that have a significant impact on the Company's strategies, profitability, assets and liabilities or financial position; to this end, it establishes the general criteria for identifying significant transactions; f) on proposal of the Chair in agreement with the Chief Executive Officer, adopts a procedure for the internal and external management of documents and information concerning the Company, with particular reference to inside information, in order to ensure the correct management of		Page 51 "Interests of Directors and Statutory Auditors' and transactions with related parties"
	corporate information.
	2. If deemed necessary for the effectiveness of the Company's corporate governance system, the Board of Directors develops specific proposals to be submitted to the shareholders' meeting on the following issues: a) choice and characteristics of the corporate model (traditional, "one-tier", "two-tier"); b) size, composition and appointment of the Board of Directors and term of office of its members; c) structure of the shares' administrative and property rights; d) percentages established for the exercise of the prerogatives set up to safeguard minority shareholders. In particular, if the Board of Directors intends to propose to the shareholders' meeting the introduction of increased voting rights (so-called "voto maggiorato"), it provides adequate reasons in the report that will be submitted to the shareholders prior to their annual meeting. The report indicates the expected effects on the Company's ownership	√	Page 20 "Board of Directors' role"
			\ 65

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

and control structure and its future strategies. In the same report, the board discloses the decision-making process followed for the definition of such a proposal and any dissenting opinions voiced within the board.

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Upon proposal of the Chair in agreement with the Chief Executive Officer, the Board of Directors adopts and describes in the corporate governance report a policy for managing dialogue with the generality of shareholders, taking also into account the engagement policies adopted by institutional investors and asset managers. The Chair ensures that the Board of Directors is in any case

informed, within the first suitable meeting of the development and the significant contents of the dialogue that has taken place with all the shareholders.

	Article 2 - Composition of the corporate bodies
	Principles
V.	The Board of Directors is comprised of executive and non-executive directors. All directors ensure professional skills and competence that are appropriate to their tasks.	√	Page 25 "Composition"
VI.	The number and skills of non-executive directors ensure significant influence in the decision-making process of the board and guarantee an effective monitoring of management. A significant number of non-executive directors is independent.	√	Page 34 "Independent Directors"
VII.	The Company applies diversity criteria, including gender ones, to the composition of the Board of Directors, ensuring the primary objective of adequate competence and professionalism of its members.	√	Page 28 "Criteria and policies on diversity"

√

VIII. The control body's composition is appropriate for ensuring the independence and professionalism of its function.

Recommendations

1. The Board of Directors defines the delegation of managerial powers and identifies who among the executive directors holds the position of Chief Executive Officer. If the Chair is entrusted with the position of Chief Executive Officer or with significant managerial powers, the Board of Directors explains the reasons for this choice.
1. The number and skills of independent directors are appropriate to the needs of the Company and to the well-functioning of the Board of Directors, as well as to the establishment of Board Committees.
2. The Board of Directors includes at least two independent directors, other than the Chair.
3. In large companies with concentrated ownership, independent directors account for at least one third of the board. In other large companies, independent directors account for at least half of the board.
4. In large companies, independent directors meet, in the absence of the other directors, on a periodic basis and at least once a year to evaluate the issues deemed of interest to the functioning of the Board of Directors and to the corporate management.
1. The Board of Directors assesses the independence of each non-executive director immediately after his or her appointment. The assessment is renewed during the mandate upon the occurrence of circumstances that concern his or her independence and at least once a year.

Each non-executive director provides all the elements necessary or useful for the assessment of the Board of Directors. On the basis of all the information available, the board considers any circumstance that affects or could affect the independence of the director.

1. The circumstances that jeopardise, or appear to jeopardise, the independence of a director are at least the following:
2. a) if he or she is a significant shareholder of the Company;
3. b) if he or she is, or was in the previous three financial years, an executive director or an employee:
  - ≥ of the Company, of its subsidiary having strategic relevance or of a Company subject to joint control;
  - ≥ of a significant shareholder of the Company;
4. c) if he or she has, or had in the previous three financial years, a significant commercial, financial or professional

√

Page 34 "Independent Directors and Lead Independent Director"

Page 57 "Relations with shareholders"

Page 34 "Independent Directors and Lead Independent Director"

Page 32 "Executive Directors"

Page 34 "Independent Directors and Lead Independent Director" relationship, directly or indirectly (for example through subsidiaries, or through companies of which he or she is an executive director, or as a partner of a professional or a consulting firm): ^≥ with the Company or its subsidiaries, or with their

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executive directors or top management;
≥ with a subject who, also together with others through a shareholders' agreement, controls the Company; or, if the control is held by a Company or another entity, with its executive directors or top management;
d) if he or she receives, or received in the previous three financial years, from the Company, one of its subsidiaries or the parent Company, significant remuneration other than the fixed remuneration for the position held within the board and for the membership in the committees recommended by the Code or required by law;
e) if he or she has served on the board for more than nine years, even if not consecutive, of the last twelve years;
f) if he or she holds the position of executive director in another Company whereby an executive director of the Company holds the office of director;
g) if he or she is a shareholder, quota-holder or director of a Company or other legal entity belonging to the network of the external auditor of the Company;
h) if he or she is a close relative of a person who is in any of the circumstances set forth in previous letters.

The Board of Directors defines ex ante, at least at the beginning of its mandate, the quantitative and qualitative criteria for assessing the significance of the situations set forth above in letters c) and d). If the director is also a partner in a professional or a consulting firm, the Board of Directors assesses the significance of the professional relationships that may have an effect on his or her position and role within the professional or the consulting firm and in any event those pertaining to important transactions of the Company and the Group it heads, even regardless of the quantitative parameters.

The Chair of the Board of Directors, who has been nominated for such role according to recommendation 23, can be assessed as independent if none of the circumstances set forth above occurs. If the independent Chair is member of the Board Committees recommended by the Code, such committees are made up in majority of independent directors, other than the Chair. The independent Chair of the Board of Directors cannot chair the Compensation Committee and the Audit and Risk Committee.

The Company defines the diversity criteria for the composition of the Board of Directors and the control body and identifies the most suitable tool for their implementation, considering its ownership structures.

At least a third of the Board of Directors and the control body, where the latter is autonomous, is to be comprised of members of the less represented gender.

Companies adopt measures to promote equal treatment and opportunities among genders within the entire organisation, monitoring their specific implementation.

1. All members of the control body meet the independence requirements set out in recommendation 7 for directors. The independence assessment is carried out, with the timing and manner provided for by recommendation 6, by the Board of Directors or by the control body; such an assessment is based on the information provided by each member of the control body.
1. The outcome of the assessments of independence of directors and members of the control body referred to in recommendations 6 and 9 is disclosed to the market immediately after the appointment through a specific press release and, later, in the corporate governance report. In both cases, the outcome of the assessment provides information about: the criteria used for the assessment of the significance of the relationships and, in case of any deviation from the circumstances set forth in recommendation 7, a clear and detailed reason for this choice motivated by the individual situation and characteristics of the director concerned.

Page 34 "Independent Directors and Lead Independent Director"

Page 28 "Criteria and policies on diversity"

Page 51 "Composition, appointment and functions of the Board of Statutory Auditors"

Page 34 "Independent Directors and Lead Independent Director"

\ 67 √√√√ Page 51 "Composition, appointment and functions of the Board of Statutory Auditors"

	Article 3 - Functioning of the Board of Directors and the role
	of the Chair		Page 31
IX.	Principles The Board of Directors defines the rules and procedures for its functioning, ensuring an efficient flow of information to	√	"Functioning of the Board of Directors"
	directors.
X.	The Chair of the Board of Directors plays a liaison role between executive and non-executive directors and	√	Page 31 "Functioning of the Board
XI.	ensures the effective functioning of the board. The Board of Directors ensures an adequate division of its		of Directors" Page 35
	functions and establishes Board Committees with preliminary, propositional and consultative functions.	√	"Board of Directors' Committees"
XII.	Each director ensures adequate time commitment for the fulfilment of their board responsibilities.	√	Page 29 "Maximum number of offices held at other companies"
	Recommendations
	11. The Board of Directors develops internal rules that define the functioning of the board and its committees, including the means for recording the minutes of the meetings and the procedures for providing information to directors. These procedures identify the prior notice for the submission of the documentation, ensuring that confidentiality issues are properly managed without affecting the timeliness and completeness of the flow of information. The corporate governance report provides adequate information on the main contents of the Board of Directors internal rules and on compliance with the procedures aimed at ensuring the timeliness and adequacy of the information provided to the directors.	√	Page 31 "Functioning of the Board of Directors"
	12. The Chair of the Board of Directors, with the help of the board
	secretary, ensures that: a) the pre-meeting information and the complementary information provided during the meeting are suitable to allow directors to act in an informed manner; b) the activity of the Board Committees with preliminary, propositional and consultative functions is coordinated with the activity of the Board of Directors; c) in agreement with the Chief Executive Officer, the managers of the Company and those of the companies of the Group it heads, who are competent on the issues concerned, participate in the relevant board meetings to provide appropriate insights on the items on the agenda, also upon request of one or more directors; d) all the members of the Board of Directors and control body can take part, after the appointment and during the mandate, in initiatives aimed at providing them with adequate knowledge of the industry in which the Company operates, the Company dynamics and their evolution, also in relation to the Company's sustainable success. Such initiatives also cover the risk management issues, as well as any relevant part of the regulatory and self-regulatory framework; e) to provide for the adequacy and transparency of the board review, with the support of the Nomination Committee.	√	Page 31 "Functioning of the Board of Directors" Page 32 "Role of the Chairman of the Board of Directors" Page 31 "Board of Directors' induction" Page 37 "Board review"
	13. The Board of Directors appoints an independent Director as Lead Independent Director: a) if the Chair of the Board of Directors is the Chief Executive Officer or holds significant managerial powers; b) if the office of Chair is held by the person who controls, also jointly, the Company; c) in large companies, even in the absence of the conditions indicated in letter a) and b), if requested by the majority of independent directors.	√ The appointment of the LID has not been requested by the independent Directors	Page 34 "Independent Directors and Lead Independent Director"
	14. The Lead Independent Director: a) collects and coordinates the requests and contributions of non-executive directors and, in particular, of independent ones; b) coordinates the meetings of the independent directors.	√ The appointment of the LID has not been requested by the independent Directors	Page 34 "Independent Directors and Lead Independent Director"
	15. In large companies, the Board of Directors expresses its guidelines on the maximum number of offices that can be considered compatible with an effective performance and the time commitment required by the role of the directors. The	√	Page 29 "Maximum number of offices held at other companies"

Page 35 "Board of Directors' Committees"

Page 32 "Secretary of the Board"

Page 23 "Appointment and replacement"

Page 37 "Board review"

relevant offices are those held in corporate bodies of other listed companies and of companies having a significant size.

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The Board of Directors sets up internal committees with preliminary, propositional and consultative functions regarding appointments, remuneration and control and risks. These functions can be either assigned to the three Board Committees recommended by the Code or distributed in a different manner or even combined in a single committee. In any case, the Company ensures an adequate disclosure on the tasks and activities carried out by each of the assigned functions, as well as an adequate composition of each committee.

The functions of one or more committees can even be assigned to the Board of Directors, under the coordination of the Chair, provided that:

a) independent directors represent at least half of the board; b) the board dedicates adequate sessions to the performance of such functions.

In the event that the functions of the Compensation Committee are assigned to the Board of Directors, the last paragraph of recommendation 26 applies.

Companies other than large ones may assign the functions of the Audit and Risk Committee to the Board of Directors even in absence of the condition set forth above in letter a).

Companies with concentrated ownership, even large ones, can assign the functions of the Nomination Committee to the Board of Directors even in absence of the condition set forth above in letter a).

The Board of Directors defines the tasks of the committees and their composition, favouring the competence and experience of their members and avoiding, in large companies, an excessive concentration of offices.

Each committee is coordinated by a Chair who informs the Board of Directors about the committee's activities at the first useful board meeting.

The Chairman of the committee may invite the Chair of the Board of Directors, the Chief Executive Officer, the other directors and, by informing the Chief Executive Officer, the managers of the corporate functions that are competent on the matters of the committee meeting, to individual committee's meetings.

The members of the control body can attend the meetings of each committee. Board Committees can have access to the information and the corporate functions that are necessary for the performance of their duties.

Board Committees have adequate financial resources and can avail themselves of external consultants according to the conditions set forth by the Board of Directors.

The Board of Directors, upon proposal of the Chair, provides for the appointment and dismissal of the board secretary and defines his or her professional requirements and attributes in the board's internal rules. The board secretary supports the activities of the Chair and provides impartial assistance and advice to the Board of Directors on all aspects relevant to the proper functioning of the corporate governance system.

Article 4 - Appointment of directors and Board Review Principles XIII. The Board of Directors ensures, within its competence, that the process of appointment and succession of directors is transparent and functional to achieve the optimal composition of the board according to the principles set forth in Article 2.

XIV. The Board of Directors periodically evaluates, through formalised procedures, its effectiveness and the contribution made by individual directors. The implementation of the Board Review procedures is supervised by the board itself.

Recommendations

The Board of Directors entrusts the Nomination Committee to support it on:

a) the evaluation of the board and its committees;

\ 69 √√√√√ Page 39 "Remuneration and Nomination Committee"

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

√

Page 37 "Board review"

Page 38 "Succession plans"

Page 38 "Remuneration and Nomination Committee"

Page 37 "Board review"

Page 37 "Board review"

Page 25 "Composition"

√

b) the definition of the optimal composition of the board and its committees;

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 70

c) the identification of candidates in case of the director's co-optation;
d) the possible submission of a slate by the outgoing board, ensuring the transparency of the process that led to the slate's structure and proposition;
e) the development, updating and implementation of succession plan for the Chief Executive Officer and the other executive directors.
1. The majority of directors of the Nomination Committee are independent.
1. The Board Review assesses the size, composition and functioning of the board and its committees. It also includes the board's active involvement in the definition of the Company's strategy and in the monitoring of the management of the Company's business, as well as the appropriateness of the Internal Control and Risk Management System.
1. The Board Review is conducted at least every three years, before the renewal of the Board of Directors. In large companies other than those with concentrated
ownership, the Board Review is conducted on an annual basis and can be diversified according to the term of the board's mandate. In such companies, the board considers whether to appoint an external facilitator for its evaluation at least once every three years.
1. In companies other than those with concentrated ownership, the Board of Directors:
2. ≥ sets forth guidelines on board composition deemed optimal before its renewal, considering the outcome of the Board Review;
3. ≥ requires anyone submitting a slate with a number of candidates that is higher than half the number of members to be elected to provide adequate information on the compliance of the slate with the board guidelines mentioned above, and with the board diversity criteria set forth in principle VII and recommendation 8. In such cases, the slate also identifies its candidate for the Chairmanship of the board, whose appointment is conducted according to the Company's By-Laws. All the information mentioned in this paragraph are disclosed in the documentation attached to the slate during its filing process.

The board guidelines are published on the Company's website before the publication of the notice of the shareholders' meeting convened for the board's renewal. They identify the managerial and professional profiles and the skills deemed necessary, having due consideration of the Company's sectoral characteristics, the board diversity criteria set forth in principle VII and recommendation 8, as well as the board guidelines on the maximum number of offices set forth in

	recommendation 15.
	24. In large companies, the Board of Directors: ≥ elaborates, with the support of the Nomination Committee, a plan for the succession of the Chief Executive Officer and executive directors by identifying, at least, the procedures to be followed in the event of an early termination of office; ≥ ascertains the existence of appropriate procedures for the succession of the top management.	Considering the current organisational structure and the Shareholders' Agreement Eni SpA - CDP Equity SpA, which provides for the joint appointment by the two shareholders of the CEO, the BoD has not provided for succession plans for executive Directors.	X	Page 38 "Succession plans"
	Article 5 - Remuneration Principles
XV.	The remuneration policy for directors, members of the control body and the top management contributes to the pursuit of the Company's sustainable success and considers the need to have, retain and motivate people with the competence and professionalism deemed adequate for their	√		Page 40 "Directors' compensation"

role.

XVI. The remuneration policy is developed by the Board of		Page 20
Directors through a transparent procedure.	√	"Board of Directors' role"
XVII. The Board of Directors ensures that the remuneration paid		Page 20
and accrued is consistent with the principles and criteria	√	"Board of Directors'
defined in the policy, considering the results achieved and		role"
any other circumstances relevant for its implementation.
Recommendations
25. The Board of Directors entrusts the Compensation Committee with the task of:
a) supporting it in the development of the remuneration policy;
b) submitting proposals or expressing opinions on the
remuneration of executive directors and other directors
who hold specific responsibilities, as well as on the setting
of performance objectives related to the variable
component of this remuneration;
c) monitoring the actual application of the remuneration policy and verifying the effective achievement of the		Page 38
performance objectives;	√	"Remuneration and
d) periodically assessing the adequacy and overall		Nomination Committee"
consistency of the remuneration policy for directors and
the top management.
In order to have people with adequate competence and
professionalism, the remuneration of executive and
non-executive directors and of the members of the control
body is defined with due consideration of the remuneration practices that are common with regards to the Company's
reference sectors and size. It also considers comparable
international practices, with the possible support of an
independent consultant.
26. The Compensation Committee is made up of non-executive
directors, the majority of whom are independent, and is
Chaired by an independent director. At least one member of
the committee has adequate knowledge and experience in financial matters or remuneration policies; such skills are	√	Page 38 "Remuneration and
assessed by the Board of Directors before his or her		Nomination Committee"
appointment.
No director takes part in the meetings of the Compensation
Committee in which proposals relating to his or her
remuneration are made.
27. The remuneration policy for executive directors and the top
management defines: a) a balance between the fixed and the variable component
which is consistent with the Company's strategic
objectives and risk management policy. Consistency is
assessed taking into consideration the business's
characteristics and the industry of the Company. The
variable component has in any case a significant weight on
the overall remuneration;
b) caps to the variable components; c) performance objectives, to which is linked the payment of
the variable components, that are predetermined
measurable and predominantly linked to the long-term
horizon. They are consistent with the Company's strategic	√	Page 40
objectives and with the aim of promoting its sustainable		"Directors' compensation"
success and includes non-financial parameters, where
relevant;
d) an adequate deferral of a significant part of the variable component that has been already accrued. Such a deferral
period is consistent with the Company's business activity
and its risk profile;
e) provisions that enable the Company to recover and/or
withhold, in whole or in part, the variable components
already paid-out or due, where they were based on data
which subsequently proved to be manifestly misstated. The
Company can identify other circumstances in which such
provisions are applied; f) clear and predetermined rules for possible termination
payments, establishing a cap to the total amount that might
be paid out. The cap is linked to a certain amount or a
certain number of years of remuneration. No indemnity is
paid out if the termination of the office is motivated by
director's objectively inadequate results.

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 71

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

The share-based remuneration plans for executive directors and the top management are aligned with the interests of the shareholders over a long-term horizon, providing that a predominant part of the plan has an overall vesting and holding period of at least five years.

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 72

1. The remuneration of non-executive directors is adequate to the competence, professionalism and commitment required by their role within the Board of Directors and its committees; this remuneration is not related to financial performance objectives, except for a non-significant part.
1. The remuneration of the members of the control body is adequate to the competence, professionalism and commitment required by their role and the Company's size, industry and current situation.
1. On the occasion of the termination of office and/or dissolution of the relationship with an executive director or General Manager, a press release is published as soon as the internal processes that led to the assignment or the recognition of any indemnities and/or other benefits has been concluded. The press release provides for detailed information on:
2. a) the assignment or the recognition of indemnities and/or other benefits, the circumstances that justify their accrual (e.g. due to the expiration of the term of office, its termination or a settlement agreement) and the decision-making process followed for this purpose within the Company;
3. b) the total amount of the indemnity and/or other benefits, the related components (including non-monetary benefits, the vesting of rights connected with incentive plans, the compensation for non-competitive commitments or any other remuneration allocated to any reason and in any form) and the timing of their disbursement (distinguishing the part paid immediately from the part subject to deferral mechanisms);
4. c) the application of any claw-back or malus clauses;
5. d) the compliance of the elements indicated in letters a), b) and c) consistently with the remuneration policy, with a clear indication of the reasons and the decision-making process followed in the event of non-compliance, even if only partial, with the policy itself;
6. e) the procedures that have been or will be followed for the replacement of the executive director or the General Manager whose office has been terminated.

Article 6 - Internal control and risk management system Principles

XVIII.The Internal Control and Risk Management System consists of a set of rules, procedures and organisational structures for an effective and efficient identification, measurement, management and monitoring of the main risks, aimed at contributing to the sustainable success of the Company.
XIX. The Board of Directors defines the guidelines of the Internal Control and Risk Management System in accordance with the Company's strategies and annually assesses its adequacy and effectiveness.
XX. The Board of Directors defines the principles concerning the coordination and the flow of information among the parties involved in the Internal Control and Risk Management System. Such principles aim at maximising the effectiveness of the system itself, reducing the duplication of activities and ensuring the successful performance of the duties of the control body.

Recommendations

1. The organisation of the Internal Control and Risk Management System involves:
2. a) the Board of Directors, which plays a role in guiding and assessing the adequacy of the system;
3. b) the Chief Executive Officer, in charge of establishing and maintaining the Internal Control and Risk Management System;

√	Page 40 "Directors' compensation"

√	Page 40 "Directors' compensation"
√	Page 40 "Directors' compensation"
√	Page 40 "Directors' compensation"

√	Page 40 "Internal Control and Risk Management System"
√	Page 40 "Internal Control and Risk Management System"
√	Page 40 "Internal Control and Risk Management System" Page 50
	"Co-ordination of bodies involved in the Internal Control and Risk

Management System"

c) the Audit and Risk Committee set up within the Board of Directors, with the task of supporting the Board of Directors' assessments and decisions relating to the Internal Control and Risk Management System and the approval of periodical financial and non-financial reports. In companies that adopt the "one-tier" or "two-tier" corporate model, the functions of the Audit and Risk Committee can be assigned to the control body;

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 73

d) the head of the Internal Audit function who is in charge of verifying that the Internal Control and Risk Management System is functional, adequate and consistent with the guidelines defined by the Board of Directors;
e) the other corporate functions involved in the Internal Control and Risk Management System (such as the risk management functions and the functions dealing with legal and non-compliance risk) which are articulated in relation to the Company's size, sector, complexity and risk profile; f) the control body, which monitors the effectiveness of the
Internal Control and Risk Management System.
1. The Board of Directors, with the support of the Audit and Risk Committee:
2. a) defines the guidelines of the Internal Control and Risk Management System consistently with the Company's strategies and assesses, at least once a year, the adequacy of this system with respect to the Company's characteristics and its risk profile, as well as its effectiveness;
3. b) appoints and dismisses the head of the Internal Audit function, defining his or her remuneration which is consistent with the Company policies. The board ensures that he or she has adequate resources to carry out his or her duties. If the Internal Audit function is entrusted, as a whole or by operating segments, to an external entity, the board ensures that it meets the adequate requirements of professionalism, independence and organisation, providing adequate reasons for this choice in the corporate governance report;
4. c) approves, at least on an annual basis, the work plan prepared by the head of the Internal Audit function, after hearing the control body and the Chief Executive Officer;
5. d) evaluates the opportunity to take measures to ensure the effectiveness and impartial assistance of the other corporate functions mentioned in recommendation 32 (e). To this end, the board verifies that such functions have adequate professionalism and resources;
6. e) assigns the supervisory functions pursuant to Article 6 (1) (b) of Legislative Decree No. 231/2001 to the control body or to a body established specifically for this purpose (the so-called functions of the "Organismo di Vigilanza"). If the body does not correspond to the control body, the Board of Directors considers whether to appoint within the body at least one non-executive director and/or a member of the control body and/or the head of a legal or supervisory function of the Company, in order to ensure coordination among the various parties involved in the Internal Control and Risk Management System;
7. f) evaluates, after consultation with the control body, the results presented by the statutory auditor in any letter of suggestions and in the additional report addressed to the control body;
8. g) describes, in the corporate governance report, the main characteristics of the Internal Control and Risk Management System and the methods of coordination among the subjects involved. The report provides information about the national and international reference models and best practices adopted and the board's overall assessment of the adequacy of the system itself. Moreover, it provides an adequate explanation of the composition of the control body referred to in letter e) above.

Page 40 "Internal Control and Risk Management System"

\ 73 √√ Page 31 "Functioning of the Board of Directors"

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

The Chief Executive Officer:

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 74

a) identifies the main business risks, considering the characteristics of the activities carried out by the Company and its subsidiaries, and periodically submit them to the examination of the Board of Directors;
b) implements the guidelines defined by the Board of Directors, providing for the design, implementation and management of the Internal Control and Risk Management System and constantly verifying its adequacy and effectiveness, as well as adapting it to the dynamics of the operating conditions and the legislative and regulatory landscape;
c) can entrust the Internal Audit with the tasks of carrying out specific controls on defined operational areas and on compliance with internal rules and procedures in the implementation of Company transactions. Such requests are contextually conveyed to the Chairman of the Board of Directors, to the Chairman of the Audit and Risk Committee and to the Chairman of the control body;
d) reports promptly to the Audit and Risk Committee on problems and critical issues that emerged in the performance of his or her activity or of which he or she nevertheless has information so that the committee can take appropriate actions.
1. The Audit and Risk Committee is comprised of non-executive directors, the majority of whom are independent, and is Chaired by an independent director.

The Committee has expertise that is consistent with the Company's industry and assessment of its risks; at least one member of the committee has adequate knowledge and experience in accounting, finance or risk management.

The Audit and Risk Committee, in assisting the Board of Directors:

a) assesses the external auditor and the control body, the correct application of the accounting principles and, in the case of groups, their homogeneity for the purposes of preparing the consolidated financial statement, after hearing the manager responsible for the corporate financial documents;
b) assesses whether the periodic financial and non-financial information is suitable to correctly represent the Company's business model, its strategies, the impact of its business and the performance achieved, in coordination with the committee mentioned in recommendation 1 (a), if established;
c) examines the content of the periodic non-financial information relevant to the Internal Control and Risk Management System;
d) expresses opinions on specific aspects relating to the identification of the main corporate risks and supports the Board of Directors' assessments and decisions relating to the management of risks deriving from prejudicial facts of which the latter has become aware;
e) examines the periodic and particularly relevant reports prepared by the Internal Audit function;
f) monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function;
g) can entrust the Internal Audit with the task of carrying out specific controls on defined operational areas. Such a request is contextually conveyed to the Chair of the control body;
h) reports to the Board of Directors, at least upon the approval of the annual and half- yearly financial report, on the activities carried out and on the adequacy of the Internal Control and Risk Management System.
The head of the Internal Audit function is not responsible for any operational area. He or she depends hierarchically on the Board of Directors and has direct access to all information that is useful for carrying out his or her duty. The head of the Internal Audit function:

√

Page 44 "Director responsible for the Internal Control System"

√

Page 44 "Audit and Risk Committee"

\ 74

a) verifies, both on an ongoing basis and in relation to specific needs and in compliance with international standards, the functioning and the suitability of the Internal Control and Risk Management System according to the audit plan. The audit plan is approved by the Board of Directors and is based on a structured process of analysis and prioritisation of the main risks;

CorporateGovernance23Ing.qxd 9-04-2024 17:41 Pagina 75

b) prepares periodic reports containing adequate information on its activity, on the ways in which risk management is conducted, as well as on compliance with the plans defined for the containment of risks. The periodic reports contain an assessment of the suitability of the Internal Control and Risk Management System;
c) prepares promptly, at the request of the control body, reports on events of particular relevance;
d) submits the reports referred to in letters b) and c) to the Chairs of the control body, of the Audit and Risk Committee and of the Board of Directors, as well as to the Chief Executive Officer, except in cases where the matter of these reports specifically concerns the activity of these subjects;
e) verifies, as part of the audit plan, the reliability of the information systems, including the accounting systems.
The member of the control body who, on his or her own behalf or on behalf of third parties, has an interest in a specific transaction of the Company, provides prompt and exhaustive information to the other members of the same body and to the Chairman of the Board of Directors about the nature, terms, origin and extent of his or her interest.

The control body and the Audit and Risk Committee promptly exchange relevant information for the performance of their respective duties. The Chair of the control body, or another member of the control body designated by its Chair, takes part in the meetings of the Audit and Risk Committee.

\ 75 √√ Page 46 "Director responsible for the Internal Audit function"

Page 44 "Audit and Risk Committee"

Page 51 "Board of Statutory Auditors"

Società per Azioni Share Capital €501,669,790.83 fully paid up Tax identification number and Milan, Monza-Brianza, Lodi Companies' Register No. 00825790157

Headquarters: Milan (MI) Via Luigi Russolo, 5 Information for Shareholders Saipem SpA, Via Luigi Russolo, 5 20138 Milan (MI)

Relations with institutional investors and financial analysts Fax +39-0244254295 E-mail: [email protected]

Publications Relazione finanziaria annuale (in Italian) drawn up in accordance with Italian Legislative Decree No. 127 of April 9, 1991

Annual Report (in English)

Relazione finanziaria semestrale consolidata al 30 giugno (in Italian)

Interim Financial Report as of June 30 (in English)

Sustainability Report 2023 (in Italian and English)

Also available on Saipem's website: www.saipem.com

Website: www.saipem.com Operator: +39-0244231

Layout and supervision: Studio Joly Srl - Rome - Italy

saipem spa Via Luigi Russolo, 5 20138 Milan (Italy)

saipem.com

AI Terminal

Saipem

4504_cgr_2024-04-10_487b44a3-d8e8-4270-ae9c-cd9288251be9.pdf

Corporate Governance and Shareholding Structure REPORT 2023

Mission

VALUES

THE COUNTRIES IN WHICH SAIPEM OPERATES

EUROPE

AMERICAS

CIS

AFRICA

MIDDLE EAST

FAR EAST AND OCEANIA

Corporate Governance and Shareholding Structure REPORT 2023

Share performance, 2023*

Saipem Shareholders (%) as at Dec. 31, 2023

Saipem Shareholders (%) as of the date of publication of this Report

Board of Directors

Composition

Changes from the previous Board of Directors

GENDER DIVERSITY INDEPENDENT DIRECTORS

DIRECTORS' SENIORITY

Directors' competencies at the outcome of the 2023 Board Review

Operation of the Board of Directors as at Dec. 31, 2023

Number of Board Committee meetings and average member participation as at Dec. 31, 2023

Board Review 2023

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

BOARD OF STATUTORY AUDITORS

Composition of the Board of Statutory Auditors

EXTERNAL AUDITORS

GLOSSARY

Corporate Governance and Shareholding Structure Report

Issuer profile

Basic principles and acquired values

Governance of sustainability

Management and control system

Regulatory System

Code of Ethics

Shareholding structure

Share capital distribution (pursuant to Article 123-bis, paragraph 1, letter a) of Legislative Decree No. 58/1998)

Restrictions on transfer of shares (pursuant to Article 123-bis, paragraph 1, letter b) of Legislative Decree No. 58/1998)

Relevant shareholdings (pursuant to Article 123-bis, paragraph 1, letter c) of Legislative Decree No. 58/1998)

Relevant Shareholders as at December 31, 2023

Relevant Shareholders as of the date of this Report

Shareholders by geographical area as at December 31, 2023

Shares with special control rights (pursuant to Article 123-bis, paragraph 1, letter d) of Legislative Decree No. 58/1998)

Shareholding of employees: exercise of voting rights (pursuant to Article 123-bis, paragraph 1, letter e) of Legislative Decree No. 58/1998)

Voting rights restrictions (pursuant to Article 123-bis, paragraph 1, letter f) of Legislative Decree No. 58/1998)

Shareholders' agreements (pursuant to Article 123-bis, paragraph 1, letter g) of Legislative Decree No. 58/1998)

Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h) of Legislative Decree No. 58/1998)

Statutory provisions for takeover bids (pursuant to Article 104, paragraph 1-ter, and Article 104-bis, paragraph 1 of Legislative Decree No. 58/1998)

Indemnification for Directors in case of dismissal (without just cause), resignation or termination following a takeover bid

Directors' appointment or replacement and modifications to the Articles of Association

Share capital increases and buy-back of treasury shares (pursuant to Article 123-bis, paragraph 1, letter m) of Legislative Decree No. 58/1998)

Direction and coordination (pursuant to Article 2497 and subsequent of the Italian Civil Code)

Compliance with the Corporate Governance Code (pursuant to Article 123-bis, paragraph 2, letter a), first part, of Legislative Decree No. 58/1998)

Board of Directors

Board of Directors' role

Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l) of Legislative Decree No. 58/1998)

Composition (pursuant to Article 123-bis, paragraph 2, letter d) and d-bis) of Legislative Decree No. 58/1998)

Silvia Merlo

Alessandro Puliti

Roberto Diacetti

Alessandra Ferone

Patrizia Michela Giangualano

Davide Manunta

Marco Reggiani

Paul Simon Schapira

Paola Tagliavini

Criteria and policies on diversity

Maximum number of offices at other companies

SAIPEM CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT 2023

SILVIA MERLO (nominated jointly by the Shareholders Eni SpA and CDP Industria SpA)

ALESSANDRO PULITI (co-opted by the Board of Directors on August 31, 2022) N/A

Functioning of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d) of Legislative Decree No. 58/1998)

Board of Directors' induction

Role of the Chairman of the Board of Directors

Secretary of the Board

Executive Directors

CEO