Saipem — Investor Presentation 2022

Mar 25, 2022

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FULL YEAR 2021 RESULTS, UPDATED 2022 -25 PLAN AND FINANCING PACKAGE

March 25th, 2022

Disclaimer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Forward-looking statements contained in this presentation regarding future events and future results are based on current expectations, estimates, forecasts and projections about the industries in which Saipem S.p.A. (the "Company") operates, as well as the beliefs and assumptions of the Company's management.

These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other factors beyond the Company' control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. These include, but are not limited to: forex and interest rate fluctuations, commodity price volatility, credit and liquidity risks, HSE risks, the levels of capital expenditure in the oil and gas industry and other sectors, political instability in areas where the Group operates, actions by competitors, success of commercial transactions, risks associated with the execution of projects (including ongoing investment projects), the Coronavirus outbreak (including its impact across our business, worldwide operations and supply chain); in addition to changes in stakeholders' expectations and other changes affecting business conditions.

Therefore, the Company's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. The Company therefore caution against relying on any of these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, economic conditions globally, the impact of competition, political and economic developments in the countries in which the Company operates, and regulatory developments in Italy and internationally. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

The Financial Reports contain analyses of some of the aforementioned risks.

Forward-looking statements neither represent nor can be considered as estimates for legal, accounting, fiscal or investment purposes. Forward-looking statements are not intended to provide assurances and/or solicit investment.

The Company, its advisors and its representatives decline all liability (for negligence or any other cause) for any loss occasioned by the use of this presentation or its contents.

The Manager responsible for preparing the Company's financial reports declares, in accordance with art. 154- bis, para. 2, of the "Consolidated Financial Act" (Legislative Decree No. 58/1998), that the accounting information contained in this document corresponds to documentary records, ledgers and accounting entries.

CEO introduction

FY 2021 results

Strategic plan and financing package

Closing remarks

Q&A

Our future – Saipem investment case

New organization and executive team

Backlog review de de-risks portfolio risks and enhances visibility of future results

Revised 4Y strategic plan accelerates deployment of key priorities

Comprehensive financing package supports business plan execution

FY 2021 Key Highlights

Q4 2021– positive momentum

Drilling Offshore +12% Revenues Q4 vs Q3 +29% Adj. EBITDA	Drilling Onshore +22% Revenues Q4 vs Q3 +26% Adj. EBITDA	Contract acquisitions driven by E&C >5x Order Intake Q4 vs Q3 1.3x Q4 Book to Bill
Q4 vs Q3	Q4 vs Q3
Group EBITDA	120M€	Q4 adjusted EBITDA w/o backlog review impact

Saipem is well-positioned on positive market trends

Our future – Saipem investment case

New organization and executive team

Backlog review de-risks portfolio and enhances visibility of future results

Q4 results confirm momentum of growth cycle in O&G

Revised 4Y strategic plan accelerates deployment of key priorities

Comprehensive financing package supports business plan execution Comprehensive financing package supports business plan execution

CEO introduction

FY 2021 results

Strategic plan and financing package

Closing remarks

Q&A

Backlog review in a nutshell

FY 2021 results - YoY comparison

FY 2021 results – P&L YoY comparison

M€	FY 20	FY 21	Var.
Revenue	7,342	6,875	(467)
Total costs	(6,728)	(8,067)	(1,339)
EBITDA	614	(1,192)	(1,806)
margin	8.4%	n.m.
D&A	(591)	(521)	(70)
EBIT	23	(1,713)	(1,736)
Financial expenses	(166)	(140)	26
Result from equity investments	37	9	(28)
EBT	(106)	(1,844)	(1,738)
Income taxes	(143)	(70)	73
Minorities	(19)	0	(19)
Net result	(268)	(1,914)	(1,646)

Saipem Group – Adjusted Income Statement¹

1. Excluding special items, presented in next slide

FY 2021 net result - Reconciliation adjusted vs reported

Net Result (M€) Costs from Covid-19, safety first

Cost mainly related to management of pandemic and safeguarding people's health

• o Cost of personnel on stand-by
• o Personal protective equipment
• o Sanitising work areas

Provision for litigations

Appeal to first degree decision of the Court of Algeria on GNL3 Arzew project

Asset write-down

Mainly in E&C offshore and onshore in connection with competitiveness program

Note: 553 M€ of total special items in FY 2021, of which 458 M€ at EBITDA level

1. Others include provisions for redundancy and for litigations on projects already completed (of which 194 M€ project GNL3 Arzew in Algeria)

2. Of which 95 M€ of assets (included in D&A) and 29 M€ of inventories (included in operating costs)

Statutory equity share capital reduced by over one third

Saipem Group Balance Sheet (M€) Statutory Balance Sheet (M€)

	FY 20	FY 21	Var.
Fixed assets	4,413	4,200	(213)
Net current asset	(2)	(2,070)	(2,068)
Employee benefit	(237)	(238)	(1)
NET CAPITAL EMPLOYED	4,174	1,892	(2,282)
Shareholder's equity	2,948	351	(2,597)
o/w share capital	2,191	2,191	0
Net debt	1,226	1,541	(315)
FUNDING	4,174	1,892	(2,282)

Share capital:	2,191
Available reserves:	662
Statutory losses:	(2,382)
Shareholder's equity:	471
Statutory Losses	2,382
Available reserves:	(662)
Statutory losses after
reserves	1,720

	FY 20	FY 21	Var.
Fixed assets	2,884	1,007	(1,877)
Net current asset	366	81	(285)
Employee benefit	(119)	(105)	14
NET CAPITAL EMPLOYED	3,131	983	(2,148)
Shareholder's equity	2,937	471	(2,466)
o/w share capital	2,191	2,191	0
Net debt	194	512	318
FUNDING	3,131	983	(2,148)

Statutory losses after Reserves (1,720M€) Is higher than 1/3 of statutory share capital (730M€)

Article 2446 of the Italian Civil Code triggered

Year-end 2021 net debt better than anticipated

FY 2021 Net Debt Evolution (B€)

1. Others including buy-back of treasury shares/exercise of stock grant, cash flow from own funds, repayment of lease liabilities, exchange differences and other changes

Debt maturity contractual profile @ December 31, 2021

Debt original contractual maturities (M€) – Gross debt total 3.5B€

Billion €	FY 21
Gross Debt	3.5
(Total liquidity)	(2.3)
Net Debt (pre IFRS 16)	1.2
IFRS 16	0.3
Net Debt (post IFRS 16)	1.5

Liquidity (B€)

FY 2021 backlog - Well-diversified and sizeable backlog

IFRS Backlog (M€)

CEO introduction

FY 2021 results

Strategic plan and financing package

Closing remarks

Q&A

Minor exposure to Russia

Full compliance with applicable regulation

Limited share of Russian projects in backlog¹

Negligible potential cash flow impact

Cash advances are in balance with actual progress

No new acquisitions in Russia included in 2022-25 plan

Key guidelines of revised strategic plan

Full-life project economics include backlog review outcomes 1

Positive market outlook confirmed for Offshore E&C & Drilling 2

Plans to unlock liquidity and accelerate fixed cost reduction 3

De-risking and financial deleveraging 4

Positive market outlook

Key actions to accelerate return to profitability

Increase E&C Offshore order intake 1

E&C Offshore¹ expected order intake (B€|22-25)

Positive market outlook

CAGR 2021-25 E&C Offshore

Historical double-digit EBITDA

Average Saipem E&C Offshore adjusted EBITDA 2016-20 c.13%

Strong competitive advantage

• Unique fleet portfolio
• Local content in key geographies
• Recognized technical excellence
• Track record and client reputation

Capture Drilling market upside - Offshore 1

Asset schedule substantially covered in 2022

1. Leased Vessel

2. Engagement for production support

3. Awards in Q4 '21 and Q1 '22

² Selective E&C Onshore acquisitions

E&C Onshore expected order intake (B€|22-25)

2 Focus on energy transition and circular economy

Robotics & Industrialized Solutions' portfolio

Size

Phased approach for Offshore Wind 3

Offshore Wind expected order intake Full Potential Strategy

• Full ownership of design phase to mitigate execution risks
• Asset investments financed through non-consolidated vehicles
• Partnering with local players in developed countries
• Enhance technology ownership Example
• Adoption risk-mitigating contractual models

⁴ Accelerate fixed cost rationalization and unlock liquidity

Acceleration of fixed cost reduction …

Double down on cost rationalization program

Fabrication yards footprint optimization

… with further cash boost actions

Drilling Onshore value unlocking

Monetization of identified fixed assets

Margin improvement from selected contract re-negotiations

Embedded in 2022-25 plan

>1.5 B€ additional cash-in upside

Double down on cost rationalization program and yards footprint optimization 4

New organization and executive team

A new operating model fully operational …

• New business lines according to strategic priorities 1

• Role of the "center" in risk management and cost control 2
• Commercial and execution separation 3
• Staff and supply chain consolidation 4

… enabled a step change in the way we work

• Risk discipline from commercial to execution ✓
• Tailored approach by project type ✓
• Simplification and streamlining ✓
• One Saipem (silos break) ✓

New executive team

Solid future revenue coverage, EBITDA recovery and CAPEX Discipline

Free Cash Flow evolution

FCF¹ evolution before financing package (B€|2021-25)

1. FCF pre IFRS 16, computed as EBITDA reported pre IFRS 16 after delta net working capital, financial charges, taxes and dividends

2. Not factored in 2022-2025 plan (e.g. drilling onshore value unlocking, asset monetization, contracts renegotiation)

Financing package to support plan execution, strengthen the balance sheet and de-risk the business model

Key objectives

Reinstate adequate shareholders equity

Deleverage the business

Restore adequate liquidity alongside the revised Business Plan

Stabilize credit rating

Ensure access to debt capital markets for refinancing 2023+ maturities

Rights issue and short-term financing

Overview of the proposed financing package

€2.0bn Rights Issue	Irrevocable commitment by ENI and CDP Industria (the "Main Shareholders") to subscribe pro-rata to their ⚫ respective stakes (c.43%) Pre-underwriting agreement obtained from a syndicate of banks in relation to the balance of the rights issue ⚫ (c.57%) Shareholders' Extraordinary Meeting to be held on 17th May 2022 ⚫ Envisaged timing of completion of the rights issue by year-end 2022 ⚫
€1.5bn Short-term Liquidity	31st €645m contribution for future share capital increase by March 2022 ("versamento in conto futuro aumento di ⚫ capitale") provided by Main Shareholders ~€458m by ENI, ~€188m by CDP Industria o €855m liquidity facility to be made available by a pool of banks, guaranteed by ENI ⚫ Liquidity facility expected to be refinanced by a new facility granted by the same pool of banks and guaranteed by ⚫ SACE S.p.A. through "Garanzia Italia" and, for a portion thereof, by ENI Liquidity facilities to be reimbursed upon completion of the Rights issue ⚫
New RCF	A €1bn new RCF to be available in the context of the execution of the rights issue. Current RCF is being cancelled ⚫
Bonding Lines	Bonding facilities to support the Company's commercial needs ⚫

Financing package to ensure quick deleveraging and reinstate adequate equity

Net Debt¹ post financing package (B€|YE21-YE25)

Expected group equity² evolution post financing package (B€|YE21-YE25)

1. Including minority interests

Step changes in strategy to boost growth and profitability

CAPEX discipline and Cash generation, supported by Financing Package

• FCF³ inflection between 2023 and 2024
• c.700 M€ FCF³expected in 2025
• Post financing package, net debt at c.0.8 B€ at year-end 2022 and towards zero in 2025

EXCLUDING >1.5 B€ ADDITIONAL CASH-IN UPSIDE

• 1. Savings net of implementation costs 34
• 1. Refers to Adjusted EBITDA margin
• 1. FCF pre IFRS 16, computed as EBITDA reported pre IFRS 16 after delta net working capital, financial charges, taxes and dividends

Agenda

CEO introduction

FY 2021 results

Strategic plan and financing package

Closing remarks

Q&A

Closing Remarks – Saipem Investment Highlights

Strength of competitive positioning, built on client relationships, assets and technology portfolio

Supportive market outlook, growing opportunity-set in Offshore E&C and Drilling

Sizeable and de-risked backlog, underpinning short-term results

Revised 4-Year Plan: increased Offshore order intake, selective Onshore acquisitions and phased approach for Offshore Wind. Enabler of energy transition

Comprehensive financing package, to restore liquidity and ensure fast deleveraging

Long-term value creation opportunity with de-risked short-term trajectory

Appendix

Top-ranked ESG player among peers

ESG Rating¹

Saipem	78/100	89/100	4.2/5	67.8/100	62/100	19.8 (100<0)
E&C peers average2	35/100	71/100	2.3/5	48.6/100	n.a.	24 (100<0)
Saipem ranking3	st 1	st 1	st 1	st 1	st 1	th 5

ESG culture and achievements recognized externally

¹Rating as of 31 December 2021

²Peer group used for the average calculation for Refinitiv, Bloomberg, Sustainalytics: TechnipFMC, Subsea 7, Petrofac, Tecnicas Reunidas, Maire Tecnimont, Aker Solutions. S&P and FTSE Russel peer groups defined by agency

3 Official ranking communicated to Saipem by ESG rating agencies; peer groups defined by agencies

~ 30 B€ of globally diversified opportunities in the short run

FY 2021 backlog distribution by year and breakdown

Sizeable backlog provides support for the mid-term

Non-consolidated Backlog By Year Of Execution

40

FY 2021 results – E&C YoY comparison (M€)

• Higher volumes in Europe, Middle East and America, partially offset by North Africa and Italy
• Adjusted EBITDA impacted by backlog review and challenges in offshore wind projects
• Projects in traditional O&G business progressing well

• Revenue decrease mainly driven by Middle East
• Adjusted EBITDA loss driven by backlog review and project full-life raw material and logistic cost increase, mostly weighing on Q4
• Mozambique project still suspended with residual backlog at 3.5 B€

FY 2021 main awards

A diversified set of awards, book to bill of c.1x in FY 2021

7.2 B€ CONTRACT AWARDS IN 2021

FY 2021 results – drilling YoY comparison (M€)

• Revenue increase mainly driven by Saipem 12000, Saipem 10000, Scarabeo 8 and Scarabeo 9, partly offset by Perro Negro 7 and Perro Negro 8
• Adjusted EBITDA reflects good operational performance along with maintenance optimization and better utilization
• Continuing recovery on revenues and margin driven by market recovery and improving utilization

Drilling offshore Drilling onshore

• Revenue decrease due to lower activity in Latin America
• EBITDA and EBITDA margin impacted by lower volumes
• Restart of activity in Middle East partly supporting margin in 2H

Onshore Drilling Fleet

1. Excluding 17 rigs stacked in Venezuela and currently not marketable

2. Simple average: # days sold / # days available for sale

FY 2021 Results – D&A, Financial Expenses and Taxes (M€)

1. Floaters business included in E&C Onshore

2. Including 11 M€ of IFRS16 impact

FY 2021 Results QoQ Trend (M€)

FY 2021 Results - Divisions QoQ Trend (M€)