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Subsea 7 AGM Information 2025

Sep 25, 2025

6244_rns_2025-09-25_791b190f-0f15-4fcf-8c8c-c75d99cd7725.html

AGM Information

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Subsea 7 S.A. Extraordinary General Meeting

Subsea 7 S.A. Extraordinary General Meeting

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION

IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Luxembourg - 25 September 2025 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY, the

Company) today announced that, at the extraordinary general meeting of

shareholders on 25 September 2025, the purpose of which was to approve the

proposed combination between Subsea7 and Saipem all resolutions were approved.

As well as the approval of the proposed combination between Subsea7 and Saipem,

shareholders approved the payment of both proposed dividends: (i) a dividend in

the amount of EUR450 million, equating to approximately NOK 18.00 per share in

accordance with the terms of the merger with Saipem, conditional on completion

of the merger and expected to be paid immediately before the proposed merger

effective date; and (ii) a special dividend of EUR105 million, equating to

approximately NOK 4.15 per share. This distribution is related to a permitted

business divestment in accordance with the merger agreement with Saipem. The

distribution is expected to be paid after closing of the relevant transaction or

(if earlier) immediately before the proposed merger effective date.

The key dates relating to both proposed dividends shall be published as soon as

these dates are fixed.

The minutes of the extraordinary general meeting which detail the resolutions

passed and the result of the votes cast in relation to each resolution are

attached hereto. The minutes can also be found on the Company's website.

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Subsea7 is a global leader in the delivery of offshore projects and services for

the evolving energy industry, creating sustainable value by being the industry's

partner and employer of choice in delivering the efficient offshore solutions

the world needs.

Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI

222100AIF0CBCY80AH62.

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Contact for investment community enquiries:

Katherine Tonks

Investor Relations Director

Tel +44 20 8210 5568

[email protected]

No Offer or Solicitation

This document is not an offer of merger consideration shares in the United

States. Neither the merger consideration shares nor any other securities have

been or will be registered under the U.S. Securities Act of 1933, as amended

(the "Securities Act"), and neither the merger considerations shares nor any

other securities may be offered, sold or delivered within or into the United

States, except pursuant to a registration statement filed pursuant to the

Securities Act or an applicable exemption from registration or in a transaction

otherwise not subject to the Securities Act. This document must not be

forwarded, distributed or sent, directly or indirectly, in whole or in part, in

or into the United States. This document does not constitute an offer of or an

invitation by or on behalf of, Saipem or Subsea7, or any other person, to

purchase any securities.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.

This stock exchange release was published by Katherine Tonks, Investor

Relations, Subsea7, on 25 September 2025 at 16:00 CET