Subsea 7

M&A Activity • Feb 23, 2025

Proposed Combination of Saipem and Subsea7

Proposed Combination of Saipem and Subsea7

Milan, Luxembourg, 23 February 2025 - Saipem and Subsea7 announce that today

they have reached an agreement in principle on the key terms of a possible

merger of the two companies(1) (the "Proposed Combination") through the

execution of a memorandum of understanding (the "MoU"). The Proposed Combination

is expected to create a global leader in energy services.

Highlights

* The combination of Saipem and Subsea7 (the "Combined Company") will be

renamed Saipem7, and will have a combined backlog of EUR43 billion(2), Revenue

of approx. EUR20 billion(3) and EBITDA in excess of EUR2 billion(4)

* A global organisation of over 45,000 people, including more than 9,000

engineers and project managers

* Highly complementary geographical footprints, competencies and capabilities,

vessel fleets and technologies that will benefit the Combined Company's

global client base

* Saipem and Subsea7 shareholders will own 50% each of the share capital of

the Combined Company

* Subsea7 shareholders will receive 6.688 Saipem shares for each Subsea7 share

held. Subsea7 will distribute an extraordinary dividend for an amount equal

to EUR450 million immediately prior to completion

* Transaction expected to deliver material value creation for the shareholders

of both Saipem and Subsea7. Annual synergies of approximately EUR300 million

are expected to be achieved in the third year after completion, with one-off

costs to achieve such synergies of approximately EUR270 million

* The Combined Company will be listed on both the Milan and Oslo stock

exchange

* Siem Industries, reference shareholder of Subsea7, as well as Eni and CDP

Equity, reference shareholders of Saipem, have expressed their strong

support and intend to vote in favour of the transaction

* Completion anticipated to occur in the second half of 2026

The management of both Saipem and Subsea7 share the conviction that there is

compelling logic in creating a global leader in energy services, particularly

considering the growing size of clients' projects. Saipem and Subsea7 are highly

complementary in terms of market offerings and geographies. The combination

would enhance value for shareholders, and all stakeholders, both in the current

market and in the long term.

CDP Equity, Eni and Siem Industries have entered into a separate Memorandum of

Understanding, undertaking to support the Proposed Combination and agreeing on

the terms of a Shareholders Agreement, to be effective from completion of the

Proposed Combination. As part of this, it is intended that the Combined

Company's Chairman will be designated by Siem Industries and that the Combined

Company's CEO will be designated by CDP Equity and Eni. In addition, it is

currently envisaged that Mr Alessandro Puliti will be appointed as CEO of the

Combined Company(5) while it is currently envisaged that Mr John Evans will be

the CEO of the entity that will manage the Offshore business of the Combined

Company. Such Offshore business will comprise all of Subsea7 and Saipem's

Offshore Engineering & Construction activities.

The by-laws of the Combined Company are expected to provide for loyalty shares

(double votes).

Strategic Rationale of the Proposed Combination

The Proposed Combination would be beneficial to the clients of both Saipem and

Subsea7, bringing together the respective strengths of both companies:

* Comprehensive Solutions for Clients: a full spectrum of offshore and onshore

services, from drilling, engineering and construction to life-of-field

services and decommissioning, with an increased ability to optimise project

schedules for clients in oil, gas, carbon capture and renewable energy

* World-class Expertise and Experience: a talented, global workforce of over

45,000 people, including more than 9,000 engineers and project managers, in

more than 60 countries, contributing to deliver solutions unlocking value

for clients

* Global Reach and Diversified Fleet: an expanded and diversified fleet of

more than 60 construction vessels enhancing the Combined Company's ability

to undertake a wide range of projects, from shallow water to ultra-deepwater

operations, utilising a full portfolio of heavy lift, high-end J-lay, S-lay

and reel-lay rigid pipeline solutions, flexible pipe and umbilical lay

services and market-leading wind turbine, foundation and cable lay

installation capabilities

* Innovation and Technology: combined expertise to foster innovation in

offshore technologies, ensuring cutting-edge solutions for complex projects

The transaction would create significant shareholder value through:

* Synergies: expected annual synergies of approximately EUR300 million in the

third year after completion, driven by fleet optimisation, procurement,

sales and marketing, and process efficiencies

* A More Efficient Capital Investment Programme: optimised allocation of

capital across a broader, complementary vessel fleet

* An Attractive Shareholder Remuneration Policy: post-completion, Saipem7 is

expected to pay a dividend of at least 40% of Free Cash Flow(6) after

repayment of lease liabilities

* Enhanced Capital Structure: a solid balance sheet that is expected to

support an investment grade credit rating

* Greater Scale in Both Equity and Debt Capital Markets: access to a wider

investor base and to more diversified sources of capital

Transaction Structure and Ownership

* The Combined Company would be created by way of an EU cross-border statutory

merger carried out by way of incorporation of Subsea 7 into Saipem, with the

latter to be renamed "Saipem7". The Combined Company would be headquartered

in Milan and have its shares listed on both the Milan and the Oslo stock

exchanges

* Siem Industries (being the largest shareholder of Subsea7) would then own

approximately 11.9% of the Combined Company's capital, while Eni and CDP

Equity (being the largest shareholders of Saipem) would own approximately

10.6% and approximately 6.4%, respectively

Transaction Terms

* Subsea7 shareholders would receive 6.688 new Saipem7 shares for each Subsea7

share held

* Assuming all Subsea7 shareholders participate in the merger, the share

capital of the Combined Company will be held 50-50% by the current

shareholders of Saipem and Subsea7

* Immediately prior to completion of the Proposed Combination, Subsea7

shareholders would receive an extraordinary cash dividend of EUR450 million(7)

Organisational Structure of the Combined Company

* The Combined Company will be structured in four businesses: Offshore

Engineering & Construction, Onshore Engineering & Construction, Sustainable

Infrastructures and Offshore Drilling

* The Offshore Engineering & Construction business will be incorporated in an

operationally autonomous company, named Subsea7 and branded as "Subsea7 - a

Saipem7 Company", and it is currently envisaged that it will be led by Mr

John Evans. It will comprise all of Subsea7's business and the Asset Based

Services business of Saipem, representing approximately 83% of the combined

group's EBITDA of the last 12 months as of 30 September 2024. The company

will be headquartered in London

* In line with Saipem's previous strategy, the Onshore Engineering &

Construction will be run with a focus on reducing overall risk and

maximising profitability. The Sustainable Infrastructures business will aim

to consolidate its presence in the Italian market with potential expansion

overseas. The Offshore Drilling division will seek to continue to maximise

its EBITDA and cash flow

Shareholder Remuneration

* The MoU allows Saipem and Subsea7 to make shareholder distributions of up to

$350 million each in 2025, in the form of dividends(8)(,)(9)

* In 2026, if the Proposed Combination is not completed before the approval of

the full year 2025 results of Saipem and Subsea7, the two companies could

each distribute by way of dividends(10)(,)(11) at least $300 million

* Following completion of the Proposed Combination, the Combined Company is

expected to distribute to shareholders at least 40% of Free Cash Flow(12)

after repayment of lease liabilities

Shareholders Agreement

The Memorandum of Understanding amongst Siem Industries, CDP Equity and Eni

provides for, inter alia, a three-year shareholder lock-up and standstill

obligation and the submission of a common slate for the appointment of the

majority of the members of the board of directors of the Combined Company.

Timing, Conditions Precedent and Approvals

The entering into and signing of binding definitive documents in respect of the

Proposed Combination is conditional, inter alia, on the successful completion of

confirmatory due diligence by the parties, the execution of a mutually

satisfactory merger agreement (the "Merger Agreement") and the approval of the

final terms of the Proposed Combination by the Board of Directors of Saipem and

Subsea7. The parties will also engage with the relevant works council

consultations required by the applicable laws.

Saipem and Subsea7 have undertaken mutual exclusivity obligations in connection

with the negotiations of the Proposed Combination.

Moreover, completion of the Proposed Combination will be subject to customary

conditions precedent for a transaction of this nature, including, inter alia,

approval by the shareholders' meetings of both Saipem and Subsea7, the former to

be also passed with the so-called whitewash majorities for the purposes of the

mandatory takeover bid exemption(13), and obtaining the required Italian

government approval and customary regulatory clearances.

Until such conditions precedent are satisfied, there can be no certainty that

the Proposed Combination will occur.

The MoU also provides for termination rights for each of Saipem and Subsea7 in

connection with material findings in the context of the confirmatory due

diligence, or upon payment of a break-up fee, should any of the companies wish

to terminate the negotiations at its discretion before entering into the Merger

Agreement.

The parties currently envisage to submit the final terms of the Proposed

Combination to their respective Board of Directors for approval and to enter

into the Merger Agreement around mid-2025. Completion is currently anticipated

to occur in the second half of 2026.

Conference Call

On Monday 24 February 2025, at 10:00 CET, the top management of Saipem and

Subsea7 will present the transaction in a dedicated conference call, which can

be followed by connecting to the below URL:

https://edge.media-server.com/mmc/p/az2o9ou7/

The document that will be presented by Saipem and Subsea7 top management will be

available on the two respective websites (www.saipem.com (http://www.saipem.com)

and www.Subsea7.com (http://www.Subsea7.com)). A replay of the call will be

available on the two companies' websites.

Advisers

Goldman Sachs International is acting as lead financial advisor to Saipem, and

Deutsche Bank AG, Milan Branch as financial advisor to Saipem. Clifford Chance

LLP is serving as global legal counsel to Saipem in particular as to matters of

Italian, English, US and Luxembourg law, while Advokatfirmaet Thommessen AS is

serving as legal counsel to Saipem as to matters of Norwegian law.

Kirk Lovegrove & Company Limited is acting as lead financial advisor and

Deloitte LLP is acting as financial advisor to Subsea7. Freshfields LLP is

serving as global legal counsel to Subsea7 (including as to matters of Italian,

US and English Law), while Elvinger Hoss Prussen S.A. and Advokatfirmaet

Wiersholm AS are serving as legal counsels as to matters of Luxembourg and

Norwegian law, respectively.

Enquiries

Contact for investment community enquiries:

Saipem Subsea7

Alberto Goretti Katherine Tonks

Head of Investor Relations and Rating

Management Head of Investor Relations

investor.relations@saipem.com

(mailto:investor.relations@saipem.com) ir@subsea7.com (mailto:ir@subsea7.com)

Contact for media enquiries:

Saipem Subsea7

Rossella Carrara Julie Taylor

Director External Communication and

Public Affairs Head of Group Communications

media.relations@saipem.com communications@subsea7.com

(mailto:media.relations@saipem.com) (mailto:communications@subsea7.com)

Saipem is a global leader in the engineering and construction of major projects

for the energy and infrastructure sectors, both offshore and onshore. Saipem is

"One Company" organized into business lines: Asset Based Services, Drilling,

Energy Carriers, Offshore Wind, Sustainable Infrastructures, Robotics &

Industrialised Solutions. The company has 6 fabrication yards and an offshore

fleet of 21 construction vessels (of which 17 owned and 4 owned by third parties

and managed by Saipem) and 15 drilling rigs, of which 9 owned. Always oriented

towards technological innovation, the company's purpose is "Engineering for a

sustainable future". As such Saipem is committed to supporting its clients on

the energy transition pathway towards Net Zero, with increasingly digital means,

technologies and processes geared for environmental sustainability. Listed on

the Milan Stock Exchange, it is present in more than 50 countries around the

world and employs about 30,000 people of over 120 nationalities.

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

the energy industry. Subsea7 makes offshore energy transition possible through

the continuous evolution of lower-carbon oil and gas and by enabling the growth

of renewables and emerging energies.

+++

No Offer or Solicitation

This communication and the information contained in it are provided for

information purposes only and are not intended to be and shall not constitute a

solicitation of any vote or approval, or an offer to sell or solicitation of an

offer to buy, or an invitation or recommendation to subscribe for, acquire or

buy securities of Saipem, Subsea 7 or the combined company following the

proposed merger of Saipem and Subsea 7 (the "Proposed Business Combination

Transaction") or any other financial products or securities, in any place or

jurisdiction, nor shall there be any offer, solicitation or sale of securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such

jurisdiction. No offer of securities shall be made in the United States absent

registration under the U.S. Securities Act of 1933 (the "U.S. Securities Act")

or pursuant to an exemption from, or in a transaction not subject to, such

registration requirements.

Forward-looking Statements

This communication contains forward-looking information and statements about

Saipem and Subsea7 and their combined business after completion of the Proposed

Business Combination Transaction. Forward-looking statements are statements that

are not historical facts. These statements include financial projections and

estimates and their underlying assumptions, statements regarding plans,

objectives and expectations with respect to future operations, products and

services, and statements regarding future performance. Forward-looking

statements are generally identified by the words "expects," "anticipates,"

"believes," "intends," "estimates" and similar expressions. Although the

managements of Saipem and Subsea7 believe that the respective expectations

reflected in such forward-looking statements are reasonable, investors and

holders of Saipem and Subsea7 shares are cautioned that forward-looking

information and statements are subject to various risks and uncertainties, many

of which are difficult to predict and generally beyond the control of Saipem and

Subsea7, respectively, that could cause actual results and developments to

differ materially from those expressed in, or implied or projected by, the

forward-looking information and statements. Except as required by applicable

law, neither Saipem nor Subsea7 undertake any obligation to update any forward-

looking information or statements.

Important Additional Information about the Proposed Business Combination

Transaction

This communication is not a substitute for a registration statement or for any

other document that Saipem or Subsea7 may file with the U.S. Securities and

Exchange Commission ("SEC") in connection with the Proposed Business Combination

Transaction. In connection with the Proposed Business Combination Transaction,

Saipem and Subsea7 are filing relevant materials with the SEC, which, to the

extent Saipem's shares will be required to be registered under the U.S.

Securities Act, may include a registration statement on Form F-4 that contains a

prospectus. If an exemption from the registration requirements of the U.S.

Securities Act is available, the shares issued in connection with the Proposed

Business Combination Transaction will be made available within the United States

pursuant to such exemption and not pursuant to an effective registration

statement on Form F-4.

SAIPEM AND SUBSEA7 URGE INVESTORS AND SHAREHOLDERS TO READ ANY SUCH REGISTRATION

STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH

THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY

AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION ABOUT SAIPEM AND SUBSEA7, THE PROPOSED BUSINESS

COMBINATION TRANSACTION AND RELATED MATTERS.

Investors and shareholders can obtain free copies of the prospectus and other

documents filed by Saipem and Subsea7 with the SEC (when they become available)

through the website maintained by the SEC at www.sec.gov. Shareholders of

Subsea7 are urged to read the prospectus, if and when available, and the other

relevant materials when they become available, as well as any supplements and

amendments thereto, before making any voting or investment decision with respect

to the Proposed Business Combination Transaction and will receive information at

an appropriate time on how to obtain these transaction-related documents for

free from the parties involved or a duly appointed agent.

Use of Non-IFRS Financial Measures

This announcement includes certain non-IFRS financial measures with respect to

Saipem and Subsea7, including EBITDA and Net debt. These unaudited non-IFRS

financial measures should be considered in addition to, and not as a substitute

for, measures of Saipem's and Subsea7's financial performance prepared in

accordance with IFRS. In addition, these measures may be defined differently

than similar terms used by other companies.

Presentation of Financial Information

This communication includes financial data regarding Saipem and Subsea7 and the

combination of Saipem and Subsea7. The presentation of information in any

registration statement that Saipem may file with the SEC may be different than

the financial data included herein as the financial data included in any

registration statement will be required to comply with the rules and regulations

of the SEC. Further, any financial data contained herein representing the

combination of Saipem and Subsea7 has not been prepared in accordance with the

rules and regulations of the SEC, including the pro forma requirements of

Regulation S-X. Accordingly, pro forma financial data contained in any

registration statement filed with respect to the Proposed Business Combination

Transaction may differ from the pro forma financial data contained herein, and

such differences may be material. Any combined company financial data presented

herein is presented for informational purposes only and is not intended to

represent or be indicative of the actual consolidated results of operations or

financial position that would have been reported had the Proposed Business

Combination Transaction been completed as of October 1(st), 2024, and should not

be taken as representative of the companies' future consolidated results of

operations or financial position had the Proposed Business Combination

Transaction occurred as of such date. These estimates are based on financial

information available at the time of the preparation of this communication.

--------------------------------------------------------------------------------

(1) Merger by way of incorporation of Subsea7 into Saipem

(2) Combined backlog for Saipem and Subsea7 as of 30 September 2024

(3) Combined Revenue for Saipem and Subsea7 as per last 12 months as of 30

September 2024

(4) Combined EBITDA for Saipem and Subsea7 as per last 12 months as of 30

September 2024

(5) Subject to approval by the Shareholders' Meeting and the Board of Directors

of the Combined Company

(6) Free Cash Flow is defined as Cash Flow from Operations less Capital

Expenditure plus Divestments

(7) Subject to approval by the Shareholders' Meeting

(8) Subject to approval by the Shareholders' Meeting and the Board of Directors

(9) The dividend paid by Saipem will be qualified as ordinary in nature

(10) Subject to approval by the Shareholders' Meeting and the Board of Directors

(11) The dividend paid by Saipem will be qualified as ordinary in nature

(12) Free Cash Flow is defined as Cash Flow from Operations less Capital

Expenditure plus Divestments

(13) Pursuant to Art. 49, paragraph 1, letter g) of Consob Regulation 11971/99