Proposed Combination of Saipem and Subsea7 Creating a Global Leader in Energy Services

24th February 2025

Disclaimer

No Offer or Solicitation

This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Saipem, Subsea 7 or the combined company following the proposed merger of Saipem and Subsea 7 (the "Proposed Business Combination Transaction") or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-looking Statements

This communication contains forward-looking information and statements about Saipem and Subsea7 and their combined business after completion of the Proposed Business Combination Transaction. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions. Although the managements of Saipem and Subsea7 believe that the respective expectations reflected in such forward-looking statements are reasonable, investors and holders of Saipem and Subsea7 shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Saipem and Subsea7, respectively, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Except as required by applicable law, neither Saipem nor Subsea7 undertake any obligation to update any forward-looking information or statements.

Important Additional Information about the Proposed Business Combination Transaction

This communication is not a substitute for a registration statement or for any other document that Saipem or Subsea7 may file with the U.S. Securities and Exchange Commission ("SEC") in connection with the Proposed Business Combination Transaction. In connection with the Proposed Business Combination Transaction, Saipem and Subsea7 are filing relevant materials with the SEC, which, to the extent Saipem's shares will be required to be registered under the U.S. Securities Act, may include a registration statement on Form F-4 that contains a prospectus. If an exemption from the registration requirements of the U.S. Securities Act is available, the shares issued in connection with the Proposed Business Combination Transaction will be made available within the United States pursuant to such exemption and not pursuant to an effective registration statement on Form F-4.

SAIPEM AND SUBSEA7 URGE INVESTORS AND SHAREHOLDERS TO READ ANY SUCH REGISTRATION STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SAIPEM AND SUBSEA7, THE PROPOSED BUSINESS COMBINATION TRANSACTION AND RELATED MATTERS.

Investors and shareholders can obtain free copies of the prospectus and other documents filed by Saipem and Subsea7 with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Shareholders of Subsea7 are urged to read the prospectus, if and when available, and the other relevant materials when they become available, as well as any supplements and amendments thereto, before making any voting or investment decision with respect to the Proposed Business Combination Transaction and will receive information at an appropriate time on how to obtain these transaction-related documents for free from the parties involved or a duly appointed agent.

Use of Non-IFRS Financial Measures

This announcement includes certain non-IFRS financial measures with respect to Saipem and Subsea7, including EBITDA and Net debt. These unaudited non-IFRS financial measures should be considered in addition to, and not as a substitute for, measures of Saipem's and Subsea7's financial performance prepared in accordance with IFRS. In addition, these measures may be defined differently than similar terms used by other companies.

Presentation of Financial Information

This communication includes financial data regarding Saipem and Subsea7 and the combination of Saipem and Subsea7. The presentation of information in any registration statement that Saipem may file with the SEC may be different than the financial data included herein as the financial data included in any registration statement will be required to comply with the rules and regulations of the SEC. Further, any financial data contained herein representing the combination of Saipem and Subsea7 has not been prepared in accordance with the rules and regulations of the SEC, including the pro forma requirements of Regulation S-X. Accordingly, pro forma financial data contained in any registration statement filed with respect to the Proposed Business Combination Transaction may differ from the pro forma financial data contained herein, and such differences may be material. Any combined company financial data presented herein is presented for informational purposes only and is not intended to represent or be indicative of the actual consolidated results of operations or financial position that would have been reported had the Proposed Business Combination Transaction been completed as of October 1 st , 2024, and should not be taken as representative of the companies' future consolidated results of operations or financial position had the Proposed Business Combination Transaction occurred as of such date. These estimates are based on financial information available at the time of the preparation of this communication.

Today's Presenters

Elisabetta Serafin

Chairman of the Board of Directors of Saipem

Alessandro Puliti

Chief Executive Officer of Saipem

Kristian Siem

Chairman of the Board of Directors of Subsea7

John Evans

Chief Executive Officer of Subsea7

Creating a Global Leader in Energy Services

Comprehensive Solutions for Clients

A full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning
Increased ability to optimise project schedules for clients in oil, gas, carbon capture and renewable energy

World-class Expertise and Experience

• A talented, global workforce of more than 45,000 people, including more than 9,000 engineers and project managers, in more than 60 countries, contributing to deliver solutions unlocking value for clients

Global Reach and Diversified Fleet

An expanded and diversified fleet of more than 60 construction vessels enhancing the Combined Company's ability to undertake a wide range of projects, from shallow water to ultra-deepwater operations
A full portfolio of heavy lift, high-end J-lay, S-lay and reel lay rigid pipeline solutions, flexible pipe and umbilical lay services and market-leading wind turbine foundation and cable lay installation capabilities

Innovation and Technology

• Combined expertise to foster innovation in offshore technologies, ensuring cutting-edge solutions for complex projects

Key Transaction Highlights

Background	•	Saipem and Subsea7 signed a Memorandum of Understanding for a full combination of their respective businesses
Transaction Structure	• • •	Cross border merger of Subsea7 into Saipem, with Subsea7 shareholders receiving 6.688 Saipem shares for each Subsea7 share, representing a pro-forma ownership of 50-50% of the Combined Company Subsea7 shareholders to receive an extraordinary dividend equal to €450M immediately prior to the effectiveness of the merger Combined Company listed on both Milan and Oslo stock exchanges
Financial Benefits	• • •	The proposed combination is expected to unlock approximately €300M annual synergies on a run-rate basis Enhanced corporate profile with a combined backlog of c. €43 B1 and robust financial profile with better revenue visibility and cash flow generation Improved market visibility from equity and debt investors from larger scale and dual listing status
Approvals and Next Steps	• • •	The respective Boards of Saipem and Subsea7 and the main shareholders are supportive of the transaction The parties currently anticipate submitting the final terms of the Proposed Combination to their respective Board of Directors for approval and to enter into the Merger Agreement by around mid-2025 Completion is currently anticipated to occur in the second half of 2026

Transaction Structure

Siem Industries, Eni and CDP Equity committed to support the Transaction and to enter into a shareholders' agreement for the governance of the Combined Company
The by-laws of the Combined Company are expected to provide for loyalty shares (double votes)
Combined Company listed on both Milan and Oslo stock exchanges
Combined Company structured into four businesses: Onshore E&C, Drilling Offshore, Sustainable Infrastructures and Subsea7 (Offshore E&C)

Key Highlights Group Structure

Chief Executive Officer of Saipem7

Mr. John Evans

Chief Executive Officer of Subsea7

Number of shareholder board seats nominated by each of the parties (Siem Industries, Eni & CDP Equity, Minority shareholder), total of 9 board members Separate legal entity fully owned by Saipem7, including offshore wind, operationally autonomous and operating with the brand name "Subsea7, a Saipem7 company"

Transaction Rationale

Market Positioning and Capabilities

Saipem7: Compelling Offering for Customers

Alliance between SLB OneSubsea and Subsea7 for SPS and SURF.

Geographic and Customer Complementarity

Enlarging Client Base and Strengthening Geographical Presence

Revenue (FY 2023)
Middle East
North America
Latin America
Africa
Far East
North Sea
< 10% 10% -	19% 20% -	30% > 30%

Geographic Positioning in Offshore E&C¹ Respective Customers in Offshore E&C¹

Combined Financials

			(2) Combined
Backlog (As of 30 September 20241 )	€33.2 B	€10.1 B	€43.3 B
Revenue (LTM3 as of 30 September 2024)	€13.6 B	€6.1 B	€19.7 B
EBITDA (LTM3 as of 30 September 2024)	€1.2 B	€0.9 B	€2.1 B
Net debt (post IFRS16) (As of 30 September 20241 )	€0.1 B	€0.8 B	€1.3 B (4)
Net debt (post IFRS16) / EBITDA	0.1 x	0.8 x	0.6 x (4)

Targeting investment grade credit rating

Based on USD/EUR FX rate as of 30 September 2024 of 0.8981.
1. Combined numbers presented herein are calculated by aggregating the stand-alone companies and do not include expected synergies deriving from the transaction.
1. LTM (Last Twelve Months) figures for Subsea7 calculated using average 2023 USD/EUR FX rate of 0.9250 and average 2024 USD/EUR FX rate of 0.9246.
1. Including the extraordinary dividend of €450 M to be paid by Subsea7 to its shareholders pre-closing.

Combined Financials by Business

LTM(1) as of 30 September 2024

1. LTM (Last Twelve Months) figures for Subsea7 calculated using average 2023 USD/EUR FX rate of 0.9250 and average 2024 USD/EUR FX rate of 0.9246.
1. Combined numbers presented herein are calculated by aggregating the stand-alone companies and do not include expected synergies deriving from the transaction.
1. Offshore E&C includes Offshore Wind.

Expected Synergies

Combination Expected to Unlock Significant Cost and Capex Synergies

Preliminary potential synergies represent ca. 14% of combined EBITDA¹ and ca. 2% of combined OpEx¹
Further synergetic effects due a robust financial profile with enhanced Revenue visibility and cash flow generation, improved business risk profile, and enlarged scale

Stakeholder Value Creation

Opportunity to Create Significant Value for all Stakeholders

Clients	Employees	Investors
Combined Company will have scale and capability to meet clients' needs and global presence to support clients anywhere	Additional opportunities for professional development coming from the sharing of best-in-class expertise and engineering capabilities underpinned by unparalleled ability to attract and retain skilled workforce	Greater scale in both equity and debt capital markets, enabling access to a wider investor base and sources of capital Solid balance sheet expected to support an investment grade credit rating
Combined expertise to foster innovation in subsea and offshore wind technologies, ensuring cutting-edge solutions for complex projects	A larger, multicultural, and technologically advanced Group	Each company to distribute up to \$350m in dividends1 in 2025, at least \$300m in dividends1,2 in 2026, and, following
Increased ability to optimise project schedule for clients	Planned integration process driven by collaboration and shared values	completion of the combination, the combined entity is expected to distribute to shareholders at least 40% of FCF3
1. Subject to approval by shareholders.

If the proposed combination has not completed before approval of the full year 2025 results of Saipem and Subsea7.
Free Cash Flow post repayment of lease liabilities.

Preliminary Timeline