Subsea 7

M&A Activity • Jul 24, 2025

Subsea7 and Saipem announce signing of the Merger Agreement

Subsea7 and Saipem announce signing of the Merger Agreement

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

IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Transaction structure and terms confirmed in line with Memorandum of

Understanding

Creating a global leader in energy services

Milan, Luxembourg, 24 July 2025 - Saipem and Subsea7 announce that they have

entered into a binding merger agreement, on terms and conditions in line with

what previously communicated at the time of the signing of the Memorandum of

Understanding on 23 February 2025. The merger of Saipem and Subsea7 will create

a global leader in energy services.

Highlights

* The company resulting from the merger(1) between Saipem and Subsea7 (the

"Proposed Combination") will be renamed Saipem7 ("Saipem7"), will have

revenue of approx. EUR21 billion(2), EBITDA in excess of EUR2 billion(3), will

generate more than EUR800 million of Free Cash Flow(4) and will have a

combined backlog of EUR43 billion(5)

* The highly complementary geographical footprints, competencies and

capabilities, vessel fleets and technologies will benefit Saipem7's global

portfolio of clients

* The diversification of the geographical footprint of Saipem and Subsea7 is

reflected in the combined backlog, with no single country contributing more

than 15% of total(6)

* On completion, Saipem and Subsea7 shareholders will own 50% each of the

share capital of Saipem7

* Subsea7 shareholders participating to the Proposed Combination will receive

6.688 new Saipem shares for each Subsea7 share held

* Subsea7 will distribute an extraordinary dividend to its shareholders for an

amount equal to EUR450 million immediately prior to completion of the Proposed

Combination

* Annual synergies expected to be approximately EUR300 million on a run-rate

basis, which will lead to material value creation for the shareholders of

Saipem7

* Saipem7 will remain incorporated in Italy and headquartered in Milan, and

will have its shares listed on both the Milan and Oslo stock exchanges

* Siem Industries, reference shareholder of Subsea7, and Eni and CDP Equity,

reference shareholders of Saipem, have committed to vote in favour of the

Proposed Combination

* Completion of the Proposed Combination anticipated to occur in the second

half of 2026

The management of both Saipem and Subsea7 confirm the compelling strategic

rationale in creating a global leader in energy services, particularly

considering the growing size of clients' projects. The parties believe the

Proposed Combination will enhance value for all shareholders and stakeholders,

both in the current market and in the long term.

Eni, CDP Equity and Siem Industries fully support the Proposed Combination and

have signed a Shareholders' Agreement confirming the undertaking to vote in

favour of the Proposed Combination. As part of this, to ensure a balanced

leadership and governance structure, Saipem7's CEO will be designated by Eni and

CDP Equity and Saipem7's Chairman of the Board of Directors will be designated

by Siem Industries.

It is currently envisaged that, upon completion of the Proposed Combination, Mr

Kristian Siem will be appointed as Chairman of the Board of Directors of

Saipem7(7) and Mr Alessandro Puliti will be appointed as CEO of Saipem7(8). In

addition, Mr Alessandro Puliti and Mr John Evans will be appointed respectively

as the Chairman and CEO of the company that will manage the Offshore Engineering

& Construction business of Saipem7. Such company will be named Subsea7, branded

as "Subsea7, a Saipem7 Company", and will comprise all of Subsea7's businesses

and Saipem's Asset Based Services business (including Offshore Wind).

The by-laws of Saipem7 are expected to provide for loyalty shares (double

votes), which will be available, upon request, to all shareholders of Saipem7.

Strategic rationale of the Proposed Combination

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

Subsea7, bringing together the respective strengths of both companies:

* Global reach and comprehensive solutions for clients: global operations and

projects in more than 60 countries and a highly complementary footprint

between the two companies. 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 scheduling

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

* Diversified and complementary fleet: an expanded and diversified fleet of

more than 60 construction vessels enhancing Saipem7'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, as well

as market-leading wind turbine, foundations and cable lay installation

capabilities

* World-class expertise and experience: a specialised, global workforce of

approximately 44,000 people, including more than 9,000 engineers and project

managers contributing to delivering solutions that unlock value for clients

* Innovation and technology: the combined expertise to foster innovation in

offshore technologies, ensuring cutting-edge solutions for complex projects

The transaction is expected to create significant shareholder value through:

* Synergies: annual cost and capital expenditure synergies expected to be

approximately EUR300 million from the third year after completion of the

Proposed Combination, driven by fleet optimisation (utilisation and

geographical positioning of vessels and equipment), procurement (longer

charter periods for leased vessels and improved terms with suppliers), sales

and marketing (tendering rationalisation), and process efficiencies

* More efficient capital expenditure programme: optimised allocation of

capital across a broader, complementary vessel fleet

* Attractive shareholder remuneration policy: Saipem7 is expected to

distribute annually to its shareholders at least 40% of its Free Cash Flow

after repayment of lease liabilities

* Enhanced capital structure: a solid balance sheet 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, ownership and terms

* Saipem7 will be created through an EU cross-border statutory merger, carried

out by way of absorption of Subsea7 into Saipem, with the latter to be

renamed Saipem7

* Saipem7 will remain incorporated in Italy and headquartered in Milan, and

will have its shares listed on both the Milan and Oslo stock exchanges

* Siem Industries (currently the largest shareholder of Subsea7) will own

approximately 11.8% of Saipem7's share capital, while Eni and CDP Equity

(currently the largest shareholders of Saipem) will respectively own

approximately 10.6% and 6.4% of Saipem7's share capital

* Subsea7 shareholders participating to the Proposed Combination will receive

6.688 new Saipem shares for each Subsea7 share held

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

capital of Saipem7 will be held 50-50% by the current shareholders of Saipem

and Subsea7 on completion

* Immediately prior to completion of the Proposed Combination, Subsea7

shareholders will receive an extraordinary cash dividend of EUR450 million(9)

* Shareholders of Subsea7 who vote against the approval of the Proposed

Combination at the Subsea7 Extraordinary General Meeting will have the right

to dispose of their shares in Subsea7 for an adequate cash compensation

under the conditions set out under Luxembourg company law.(10) The formula

that will be used to determine the cash compensation will be made available

on Subsea7's website and the amount of the cash compensation determined on

the basis of such formula will be announced in advance of Subsea7's

Extraordinary General Meeting

Key activities performed since the execution of the Memorandum of Understanding

* Satisfactory confirmatory due diligence completed, and transaction terms

finalised in line with those initially agreed at the time of the signing of

the Memorandum of Understanding

* Annual cost and capital expenditure synergies confirmed and expected to be

equal to approximately EUR300 million from the third year after completion of

the Proposed Combination

* No material findings in the analysis of Saipem and Subsea7 business plans in

terms of projects overlap, thus further underpinning the value creation

deriving from the Proposed Combination

* Completed the preliminary antitrust analysis with the support of specialised

advisors. Currently in the process of submitting the relevant documentation

for the consideration of the Proposed Combination to the applicable

antitrust authorities

* Confirmation of capital allocation framework, including shareholders'

remuneration policy and target of achieving and maintaining investment grade

credit rating

* Identified the key members of the management team of Saipem7 and Subsea7

following completion of the Proposed Combination

* Agreement on the governance principles applicable to Saipem7 and Subsea7

following completion of the Proposed Combination

Organisational structure of Saipem7

* Saipem7 will be structured as four businesses: Offshore Engineering &

Construction, Onshore Engineering & Construction, Sustainable

Infrastructures and Drilling Offshore

* The Offshore Engineering & Construction business will be contained within an

operationally autonomous company, fully owned by Saipem7, named Subsea7,

branded as "Subsea7, a Saipem7 Company", and will comprise all Subsea7's

businesses and the Asset Based Services business of Saipem (including

Offshore Wind). The company will represent approximately 84% of the combined

group's EBITDA for the last 12 months as of 31 December 2024

* Subsea7 shall be incorporated in the UK and headquartered in London. After

completion of the Proposed Combination, Subsea7 will be governed by a Board

of Directors comprising seven members, including Mr Alessandro Puliti as

Chairman, Mr John Evans as CEO, Mr Kristian Siem and other four independent

directors

Pre-completion distributions to shareholders

* Each of Saipem and Subsea7 will distribute cash dividends of $350 million

during the course of 2025, such dividends having already been approved by

their respective shareholders' meetings in May 2025 and having already been

partially distributed

* If the Proposed Combination is not completed before the approval of the full

year 2025 results of Saipem and Subsea7 (expected in the second quarter of

2026 for both Saipem and Subsea7), each of Saipem and Subsea7 will (subject

to their respective 2025 results meeting certain agreed financial targets)

be entitled to distribute cash dividends to their respective shareholders of

at least $300 million(11)(,12)(, 13), to be paid in Q2 2026

* In connection with a permitted business divestment currently ongoing,

Subsea7 will also distribute a cash dividend equal to EUR105 million(14) to

its shareholders prior to completion of the Proposed Combination

Shareholders' Agreement

The Shareholders' Agreement signed between Siem Industries, Eni and CDP Equity

provides for, inter alia, an irrevocable undertaking to vote in favour of the

Proposed Combination (subject to receipt of the required Italian government

approval), a three-year shareholder lock-up and the submission of a joint slate

for the appointment of the majority of the members of the board of directors of

Saipem7.

Timing, conditions precedent, approvals and other matters

Completion of the Proposed Combination will be subject to customary conditions

precedent for a transaction of this nature, including, inter alia, the approval

of antitrust, other public and regulatory authorities' (e.g. the required

Italian Government approval), as well as approval by the shareholders of both

Saipem and Subsea7 at their respective Extraordinary General Meetings. In the

case of Saipem this will be subject to reaching also the so-called "whitewash

majorities" for purposes of the mandatory takeover bid exemption(15). Both

Saipem's and Subsea7's Extraordinary General Meetings will take place on 25

September 2025.

Completion is currently anticipated to occur in the second half of 2026.

The completion of the Proposed Combination will result in a "Change of Control,"

as defined in the terms and conditions of the convertible bond issued by Saipem

and denominated "EUR500,000,000 Senior Unsecured Guaranteed Equity Linked Bonds

due 2029".

Documentation

In connection with the Proposed Combination, the following documents, among

others, will be made available:

* The notice of call of each of Saipem and Subsea7's Extraordinary General

Meetings

* The common merger plan approved by the Boards of Directors of each of Saipem

and Subsea7 (the "Common Merger Plan"), along with the consolidated

financial statements of Saipem and Subsea7 for the last three financial

years and the merger related interim financial statements of Saipem and

Subsea7 as of 30 June 2025

* The reports of the Board of Directors of each of Saipem and Subsea7

describing the Proposed Combination

* The independent expert reports prepared for each of Saipem and Subsea7 in

connection with the Proposed Combination

These documents will be available at the companies' registered seats and

published on each party's website. Where required under applicable laws and

regulations, these documents will be disclosed also through the authorised

storage mechanism (SDIR) for Saipem and through an officially appointed

mechanism (OAM) for Subsea7.

The Common Merger Plan will also be filed with the Companies' Register of Milan

Monza Brianza Lodi, and the Luxembourg Trade and Companies Register, and will

also be published in the Recueil Electronique des Sociétés et Associations in

Luxembourg (the Luxembourg legal gazette for company announcements) (RESA)(16).

Advisors

Goldman Sachs Bank Europe SE, Succursale Italia 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

(including 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 société anonyme and

Advokatfirmaet Wiersholm AS are serving as legal counsel to Subsea7 as to

matters of Luxembourg and Norwegian law, respectively.

Enquiries

Contact for investors and analysts

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

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 5 fabrication yards and an offshore

fleet of 17 owned construction vessels and 13 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 130

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 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.

Forward-looking Statements

This document contains forward-looking information and statements about Saipem

and Subsea7 and their combined business after completion of the proposed merger

of Saipem and Subsea 7 (the "Proposed Combination"). 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, Free Cash Flow,

EBITDA, dividends, and credit ratings. 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.

This document includes estimates relating to the synergies expected to arise

from the merger and the combination of the business operations of Saipem and

Subsea7, as well as related integration costs, which have been prepared by

Saipem and Subsea7 and are based on a number of assumptions and judgments. Such

estimates present the expected future impact of the merger and the combination

of the business operations of Saipem and Subsea7 on Saipem7's business,

financial condition and results of operations. The assumptions relating to the

estimated synergies and related integration costs are inherently uncertain and

are subject to a wide variety of significant business, economic, and competitive

risks and uncertainties that could cause the actual synergies from the merger

and the combination of the business operations of Saipem and Subsea7, if any,

and related integration costs to differ materially from the estimates in this

document. Further, there can be no certainty that the merger will be completed

in the manner and timeframe described in this document, or at all.

Use of Non-IFRS Financial Measures

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

Saipem and Subsea7, including EBITDA and Free Cash Flow. 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 document includes financial data regarding Saipem and Subsea7 and the

combination of Saipem and Subsea7.  Any Saipem7 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 of the combined entity and should not be taken as representative of the

combined entity's future consolidated results of operations or financial

position had the Proposed Combination occurred as of such date. These estimates

are based on financial information available at the time of the preparation of

this document.

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

(2) Combined Revenue for Saipem and Subsea7 as per last 12 months as of 31

December 2024

(3) Combined EBITDA for Saipem and Subsea7 as per last 12 months as of 31

December 2024

(4) Combined Free Cash Flow post repayment of lease liabilities for Saipem and

Subsea7 as per last 12 months as of 31 December 2024

(5) Combined backlog for Saipem and Subsea7 as of 31 March 2025

(6) Combined backlog for Saipem and Subsea7 as of 31 March 2025

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

of Saipem7

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

of Saipem7

(9) Subject to approval by the Subsea7 Shareholders' Meeting

(10) Such withdrawal right may only be exercised in respect of (a) Subsea7

shares registered in the securities account of the relevant shareholder with

such shareholder's financial intermediary on the date of publication of the

Common Merger Plan on the Recueil Electronique des Sociétés et Associations -

RESA (the Luxembourg legal gazette for company announcements) and (b) Subsea7

shares acquired after such date through inheritance or bequest.  Further details

will be specified in the convening notice to the Subsea7 Extraordinary General

Meeting

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

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

(13) Saipem and Subsea7 will be entitled to distribute a reduced pro-rated

amount should their respective financial results not meet the relevant financial

targets, as detailed in the Common Merger Plan

(14) Subject to approval by the Subsea7 Shareholders' Meeting

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

(16) Subsea7 intends to file the Common Merger Plan with the Registre de

Commerce et des Sociétés, Luxembourg (the Luxembourg Trade and Companies

Register) for publication on the RESA no later than the second Oslo Børs trading

day after the date of this announcement

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 24 July 2025 at 00:40 CET.