Subsea 7 — AGM Information 2018

Apr 17, 2018

SUBSEA 7 S.A. 412F, Route d'Esch L-2086 Luxembourg R.C.S. Luxembourg B 43172

Minutes of the 2018 Annual General Meeting held at the Company's Registered Office, 412F, Route d'Esch, Luxembourg (the "AGM" or the "Meeting") on 17 April 2018

The Meeting was opened at 3.00 p.m.

: Ms. Nathalie LOUYS, General Counsel and Company Secretary of Chairman Subsea 7 S.A.

Secretary : Maître Miriam SCHINNER, Rechtsanwältin

Ballot-judges : Ms Chantal MATHU and Ms Laurence Mostade

The Chairman noted that:

• it appeared from the main register kept by SGG S.A. and the Branch Register kept by DnB Bank ASA of Oslo produced to the Meeting together with proxies duly filed within the statutory period that 187,091,524 Common Shares out of 327,367,111 issued Common Shares and 326,529,912 outstanding Common Shares as at 9 March 2018 were represented;
• the notice of the Meeting was published according to the legal requirements in the $\bullet$ "Luxemburger Wort" a Luxembourg daily newspaper and in the Recueil Electronique des Sociétés et Associations ("RESA") reference number RESA_2018_065.8 on 23 March 2018 as evidenced by the documents presented to the Meeting and in accordance with article 26 of the Articles of Incorporation (i) notice of this Meeting together with a proxy card, a letter of explanation and a business reply envelope have been mailed to the Common Shareholders on the Company's Registers as of 9 March 2018 and (ii) notice of this Meeting together with a proxy card, the letter of explanation and a business reply envelope were also mailed to the holders of American Depositary Shares ("ADSs") (each of which represents one Common Share of the Company) on the register of Deutsche Bank Trust Company Americas, Depositary for the ADSs, as of 9 March 2018;
• in order to attend the present Meeting, the Common Shares represented complied with the $\bullet$ legal and statutory requirements; and
• the Meeting had therefore been properly convened and accordingly, items 1 to 11 inclusive on the agenda could be validly deliberated on.

The Chairman referred to the following agenda for the Meeting as published in the "Luxemburger" Wort" and the RESA:

AGENDA

$(1)$ To consider (i) the management reports of the Board of Directors of the Company in respect of the statutory and consolidated financial statements of the Company and (ii) the reports of Ernst & Young S.A., Luxembourg, authorised statutory auditor ("réviseur d'entreprises agréé") on the statutory financial statements and the consolidated financial statements of the Company, for the financial year ended 31 December 2017, as published on 8 March 2018 which are available on the Company's website at www.subsea7.com.

• $(2)$ To approve the statutory financial statements of the Company for the financial year ended 31 December 2017, as published on 8 March 2018 which are available on the Company's website at www.subsea7.com.
• To approve the consolidated financial statements of the Company for the financial $(3)$ year ended 31 December 2017, as published on 8 March 2018 which are available on the Company's website at www.subsea7.com.
• $(4)$ To approve the allocation of results of the Company, including the payment of a dividend, as recommended by the Board of Directors of the Company, namely a dividend of NOK 5.00 per common share, payable on 2 May 2018.
• $(5)$ To discharge the Directors of the Company in respect of the proper performance of their duties for the financial year ended 31 December 2017.
• To re-elect Ernst & Young S.A., Luxembourg, as authorised statutory auditor $(6)$ ("réviseur d'entreprises agréé") to audit the statutory and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting.
• To approve the recommendation of the Board of Directors of the Company to adopt $(7)$ the 2018 Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.
• To re-elect Mr Jean Cahuzac as a Director of the Company to hold office until the $(8)$ Annual General Meeting to be held in 2020 or until his successor has been duly elected.
• To re-elect Mr Eystein Eriksrud as a Director of the Company to hold office until the $(9)$ Annual General Meeting to be held in 2020 or until his successor has been duly elected.
• To appoint Mr Niels Kirk as a Non-Executive Director of the Company, as $(10)$ recommended by the Board, to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.
• To appoint Mr David Mullen as a Non-Executive Director of the Company, as $(11)$ recommended by the Board, to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

The Chairman presented the Conflict of Interest Report a copy of which shall remain with these minutes.

The Meeting then deliberated on each of the agenda items and proceeded to a vote on each of them as follows:

1. To consider (i) the management reports of the Board of Directors of the Company in respect of the statutory and consolidated financial statements of the Company and (ii) the reports of Ernst & Young S.A., Luxembourg, authorised statutory auditor ("réviseur d'entreprises agréé") on the statutory financial statements and the consolidated financial statements of the Company, for the financial year ended 31 December 2017, as published on 8 March 2018 which are available on the Company's website at www.subsea7.com.

The Chairman tabled, (i) the reports of Ernst & Young S.A., Luxembourg, 35E avenue John F. Kennedy, L1855 Luxembourg, Authorised Statutory Auditors of the Company and (ii) the reports by the Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company for the financial year ended 31 December 2017 as published on 8 March 2018 and as are available on the Company's website at: www.subsea7.com. A copy of each of the reports was ordered to be filed with the Minutes of the Meeting.

1. To approve the statutory financial statements of the Company for the financial year ended 31 December 2017, as published on 8 March 2018 which are available on the Company's website at www.subsea7.com.

The Chairman proposed to approve the statutory financial statements of the Company for the financial year ended 31 December 2017, as published on 8 March 2018 and as are available on the Company's website at: www.subsea7.com.

AGAINST: 217,327 ABSTAINING: 3,070,828 FOR: 183,803,369

1. To approve the consolidated financial statements of the Company for the financial year ended 31 December 2017, as published on 8 March 2018 and as are available on the Company's website at www.subsea7.com.

The Chairman proposed to approve the consolidated financial statements of the Company for the financial year ended 31 December 2017, as published on 8 March 2018 and as are available on the Company's website at: www.subsea7.com.

FOR: 183,873,469 AGAINST: 142,327 ABSTAINING: 3,075,728

1. To approve the allocation of results of the Company, including the payment of a dividend, as recommended by the Board of Directors of the Company, namely a dividend of NOK 5.00 per common share, payable on 2 May 2018.

The Chairman noted that the Company had made a loss for the financial year ended 31 December 2017 amounting to US\$14,581,000 and proposed to the Meeting to allocate this loss to profit or (loss) brought forward.

The Chairman noted that the share premium account amounts to US\$1,275,757,000. It is proposed that a dividend of NOK 5.00 per outstanding common share be approved to be paid from the share premium account on 2 May 2018.

FOR: 187,076,996

1. To discharge the Directors of the Company in respect of the proper performance of their duties for the financial year ended 31 December 2017.

The Chairman proposed to the Meeting to discharge the Directors of the Company in respect of the proper performance of their duties for the financial year ended 31 December 2017.

FOR: 183,951,419

1. To re-elect Ernst & Young S.A., Luxembourg, as authorised statutory auditor ("réviseur d'entreprises agréé") to audit the statutory and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting.

The Chairman proposed to re-elect Ernst & Young S.A., Luxembourg, as authorised statutory auditor of the Company to audit the consolidated and unconsolidated financial statements of the Company, for a term to expire at the next Annual General Meeting.

AGAINST: 94,475 FOR: 186,966,161 ABSTAINING: 30,888

1. To approve the recommendation of the Board of Directors of the Company to adopt the 2018 Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.

The Chairman proposed to approve the recommendation of the Board of Directors of the Company to adopt the 2018 Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.

FOR: 176,563,632 AGAINST: 10,473,572 ABSTAINING: 54,320

1. To re-elect Mr Jean Cahuzac as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

The Chairman proposed to re-elect Mr Jean Cahuzac as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

AGAINST: 46,863,362 ABSTAINING: 73,732 FOR: 140,154,430

1. To re-elect Mr Eystein Eriksrud as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

The Chairman proposed to re-elect Mr Eystein Eriksrud as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

FOR: 149,026,089 AGAINST: 38,023,693 ABSTAINING: 41,472

1. To appoint Mr Niels Kirk as a Non-Executive Director of the Company, as recommended by the Board, to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

The Chairman proposed to appoint Mr Niels Kirk as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

FOR: 185,429,540 AGAINST: 1,619,467 ABSTAINING: 42,517

1. To appoint Mr David Mullen as a Non-Executive Director of the Company, as recommended by the Board, to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

The Chairman proposed to appoint Mr David Mullen as a Director of the Company to hold office until the Annual General Meeting to be held in 2020 or until his successor has been duly elected.

FOR: 185,420,198 AGAINST: 1,635,324 ABSTAINING: 36,002

The Chairman noted that all resolutions tabled had been approved.

There being no further business to come before the Meeting, the Chairman closed the Meeting at $2.50$ p.m.

Luxembourg, 17 April 2018.

C. MATHU L. MOSTADE Ballot-judges

M. SCHINNER Secretary

N. LOUYS Chairman