Subsea 7 — M&A Activity 2023

Jun 19, 2023

Subsea7 does not extend its offer for DOF Group ASA

Subsea7 does not extend its offer for DOF Group ASA

Luxembourg - 19 June 2023 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) confirms

today that its offer, dated 15 June 2023, for the entire share capital of DOF

Group ASA (DOFG) expires at the end of today. This follows the rejection of the

offer by the board of DOFG on 16 June 2023.

The board of DOFG concluded that NOK 35 per share is below the equity valuation

expectation of the board and its current shareholders. Subsea7 was guided in its

offer by the pricing of the new share issue through an initial public offering

at NOK 28 per share, as well as the pricing of shares allocated to the DOFG

chairman and directors at NOK 23 per share on the 8 June 2023.

While major shareholders in DOFG we have contacted have expressed support for

the industrial rationale for the combination and the attractiveness of the

Subsea7 equity element of the offer, the board of DOFG has refused to engage

with Subsea7 on this offer.

Subsea7 is not prepared to amend its offer without the board of DOFG expressing

willingness to open a constructive dialogue. Subsea7 reiterates its conviction

in the strategic rationale, industrial logic and the attractiveness of Subsea7

equity as part of the offer, which it believes is in the best interests of both

companies' shareholders.

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

the evolving energy industry. We create 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 (0)20 8210 5568

ir@subsea7.com

Forward-Looking Statements: This announcement may contain 'forward-looking

statements' (within the meaning of the safe harbour provisions of the U.S.

Private Securities Litigation Reform Act of 1995). These statements relate to

our current expectations, beliefs, intentions, assumptions or strategies

regarding the future and are subject to known and unknown risks that could cause

actual results, performance or events to differ materially from those expressed

or implied in these statements. Forward-looking statements may be identified by

the use of words such as 'anticipate', 'believe', 'estimate', 'expect',

'future', 'goal', 'intend', 'likely' 'may', 'plan', 'project', 'seek', 'should',

'strategy' 'will', and similar expressions. The principal risks which could

affect future operations of the Group are described in the 'Risk Management'

section of the Group's Annual Report and Consolidated Financial Statements.

Factors that may cause actual and future results and trends to differ materially

from our forward-looking statements include (but are not limited to): (i) our

ability to deliver fixed price projects in accordance with client expectations

and within the parameters of our bids, and to avoid cost overruns; (ii) our

ability to collect receivables, negotiate variation orders and collect the

related revenue; (iii) our ability to recover costs on significant projects;

(iv) capital expenditure by oil and gas companies, which is affected by

fluctuations in the price of, and demand for, crude oil and natural gas; (v)

unanticipated delays or cancellation of projects included in our backlog; (vi)

competition and price fluctuations in the markets and businesses in which we

operate; (vii) the loss of, or deterioration in our relationship with, any

significant clients; (viii) the outcome of legal proceedings or governmental

inquiries; (ix) uncertainties inherent in operating internationally, including

economic, political and social instability, boycotts or embargoes, labour

unrest, changes in foreign governmental regulations, corruption and currency

fluctuations; (x) the effects of a pandemic or epidemic or a natural disaster;

(xi) liability to third parties for the failure of our joint venture partners to

fulfil their obligations; (xii) changes in, or our failure to comply with,

applicable laws and regulations (including regulatory measures addressing

climate change); (xiii) operating hazards, including spills, environmental

damage, personal or property damage and business interruptions caused by adverse

weather; (xiv) equipment or mechanical failures, which could increase costs,

impair revenue and result in penalties for failure to meet project completion

requirements; (xv) the timely delivery of vessels on order and the timely

completion of ship conversion programmes; (xvi) our ability to keep pace with

technological changes and the impact of potential information technology, cyber

security or data security breaches; and (xvii) the effectiveness of our

disclosure controls and procedures and internal control over financial

reporting;. Many of these factors are beyond our ability to control or predict.

Given these uncertainties, you should not place undue reliance on the forward-

looking statements. Each forward-looking statement speaks only as of the date of

this announcement. We undertake no obligation to update publicly or revise any

forward-looking statements, whether as a result of new information, future

events or otherwise.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and 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 19 June 2023 at 08:00 CET.