Subsea 7 — Capital/Financing Update 2016

May 27, 2016

SUBC - Mandatory notification of trade

SUBC - Mandatory notification of trade

Siem Industries Inc has on 26 May 2016 successfully

placed EUR 250 million of Senior Secured Exchangeable

Bonds exchangeable for common shares of Subsea 7 S.A.

The exchangeable bonds, which will mature on 2 June

2021, may be exchanged for common shares of Subsea 7

S.A. at an exchange price of EUR 10.2995 (subject to

adjustments in accordance with the terms of the Bond

Agreement) in the period from the 41st calendar day

after the settlement date of the bond issue and ending

10 business days before the final maturity date of the

exchangeable bonds. Based on the initial exchange

price, the exchangeable bonds may be exchanged for a

total of 24,273,022 common shares of Subsea 7 S.A.

Siem Industries Inc has entered into a stock lending

framework agreement with DNB Bank ASA and ABG Sundal

Collier ASA under which Siem Industries Inc will lend

up to 24,273,022 shares to DNB Bank ASA, that can be

lent onwards to holders of the Bonds.

Siem Industries Inc has acquired US$ 128.6 million in

principal amount of 1.00% Exchangeable Bonds due 2019

exchangeable for common shares of Subsea 7 S.A.

(the "2019 Exchangeable Bonds"), representing

approximately 43% of outstanding nominal amount of the

2019 Exchangeable Bonds.

Siem Industries Inc holds 69,731,931 common shares in

Subsea 7 S.A.

Siem Industries Inc is represented at the board of

directors of Subsea 7 S.A. through Kristian Siem and

Eystein Eriksrud.