Subsea 7 — Capital/Financing Update 2011

Jan 11, 2011

CHANGE OF CONTROL NOTICE - U.S.$300,000,000 2.80 PER CENT. CONVERTIBLE NOTES DUE 2011

SUBSEA 7 INC.

P.O. Box 10556

Ugland House

South Church Street

George Town

Grand Cayman

KY1 - 1005 Cayman Islands

CHANGE OF CONTROL NOTICE

U.S.$300,000,000 2.80 PER CENT. CONVERTIBLE NOTES DUE

2011

(ISIN NO 001 0315344; Common Code: 025391446)

(the "Notes")

NOTICE IS HEREBY GIVEN to the holders of the Notes

(the "Noteholders") that:

(1) the scheme of arrangement (the "Scheme of

Arrangement") relating to the

combination of Subsea 7 Inc. ("Subsea 7" or

the "Issuer") and Acergy S.A. (the

"Combination") became effective on January 7, 2011,

whereupon Acergy S.A. was

renamed Subsea 7 S.A.; and

(2) on January 10, 2011, Subsea 7 S.A. transferred

all of the outstanding share capital it

held in Subsea 7 to Acergy Holdings (Gibraltar)

Limited ("Acergy Holdings") (the

"Acergy Holdings Capital Contribution").

Unless otherwise defined herein, capitalised terms

shall have the same meaning as given to

such terms in the trust deed dated June 6, 2006

constituting the Notes between Subsea 7 and

The Law Debenture Trust Corporation p.l.c. and/or in

the Notice (as defined below).

Each of the Combination and the Acergy Holdings

Capital Contribution constitutes a separate

Change of Control for the purposes of the Notes. Both

Changes of Control are being announced

pursuant to Condition 6(g) in this Notice. For

further information relating to each Change of

Control, Noteholders are referred to the notice

entitled 'Notice of proposed combination of

Subsea 7 Inc. and Acergy S.A.' given by the Issuer on

December 23, 2010 (the "Notice").

As a result of these Changes of Control, Noteholders

may exercise their Conversion Rights as

provided in the Conditions or may exercise their

right to require redemption of their Notes

pursuant to Condition 7(e).

Pursuant to Condition 6(g), we hereby notify

Noteholders that:

(1) the Conversion Price prior to the occurrence of

the Changes of Control described herein

was U.S$26.3268 per Ordinary Share and each

U.S.$100,000 in principal amount of

Notes would entitle the holder thereof to receive,

subject as provided in the Conditions,

3,798,411 Ordinary Shares;

(2) the Change of Control Conversion Price applicable

pursuant to Condition 6(b)(x) during

the Change of Control Period shall be U.S$25.4488 per

Ordinary Share;

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(3) the closing price of the Ordinary Shares as

derived from the Oslo Stock Exchange as at

January 7, 2011 (being the "Scheme Record Time" for

the purposes of the Scheme of

Arrangement and the latest practicable date prior to

the date of this Change of Control

Notice) was U.S.$26.8411;

(4) the last day of the Change of Control Period will

be March 15, 2011; and

(5) the Change of Control Put Date will be March 29,

If a Noteholder elects to exercise its Conversion

Rights following the Changes of Control

described herein, Subsea 7 will issue or deliver to

such Noteholder a number of Ordinary

Shares per Note so converted determined by dividing

the principal amount of the Note by the

Conversion Price in effect on the Conversion Date as

adjusted by Condition 6 and by the

provisions of the deed poll executed by Subsea 7 and

Subsea 7 S.A. on January 6, 2011. Such

Ordinary Shares shall be compulsorily repurchased and

cancelled by Subsea 7 in exchange for

an aggregate in kind repurchase price comprising the

delivery to such Noteholder of the

relevant number of common shares in Subsea 7 S.A.

(the "New Shares") (together with any

cash payment in lieu of any entitlement to a fraction

of a New Share) to which such Noteholder

would have been entitled pursuant to the terms of the

Scheme of Arrangement had its Ordinary

Shares so repurchased been Scheme Shares at the

Scheme Record Time.

As of the date hereof, the Change of Control

Conversion Price translates to an effective

conversion price into New Shares of U.S.$23.8956 and

the current Conversion Price translates

to an effective conversion price into New Shares of

U.S.$24.7200.

New Shares delivered to Noteholders exercising their

Conversion Rights after Completion will

be delivered in electronic form through the

facilities of the Norwegian Securities Deposit System

(Verdipapirsentralen) (the "VPS") to such VPS Account

as specified by the Noteholder in the

relevant Conversion Notice.

Subsea 7 will procure that Subsea 7 S.A. will take

all necessary steps to procure that New

Shares to be issued or delivered as a result of the

exercise of Conversion Rights are issued

and/or delivered by no later than the Delivery Date

and will promptly make all necessary filings

with, and applications to, the Relevant Stock

Exchange for the admission to listing and trading

of such New Shares.

For further information, please contact:

Subsea 7 Inc.

P.O. Box 10556

Ugland House

South Church Street

George Town

Grand Cayman

KY1 - 1005 Cayman Islands

Attention: Graeme Murray, General Counsel

Telephone: +44 1224 526 000

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GIVEN for and on behalf of Subsea 7 Inc. on January

14, 2011.

This notice does not constitute an offer to sell, or

the solicitation of offers to buy, any security

and shall not constitute an offer, solicitation or

sale of any security in any jurisdiction in which

such offer, solicitation or sale would be unlawful.