Subsea 7 — Major Shareholding Notification 2016

Aug 11, 2016

Subsea 7 S.A. 412F, Route d'Esch. $L - 2086$ Luxembourg

10 August 2016

Email: ir@subsea7.com

Deutsche Bank AG London Winchester House 23 Great Winchester Street London EC2N 2DB

Tel +44 (0) 20 7547 6268 Fax +44 (0) 20 7547 3836 Email: stacy.otieno@db.com

Dear Madam,

Luxembourg Transparency Rules Notification of Major Interests in Shares

Please find attached a Notification of major holdings in Subsea 7 S.A. An identical notification has been submitted today to the regulator.

If you require further information in respect of this notification, please do not hesitate to contact me.

Yours faithfully

$5.0$ ries

Stacy Otieno Position Reporting Group

Chairman of the Supervisory Board: Paul Achleitner.
Management Board: John Cryan (Co-Chairman), Jürgen Fitschen (Co-Chairman), Stuart Lewis,
Sylvie Matherat, Henry Ritchotte, Karl von Rohr, Marcus Schenck, Christian Sewing

Deutsche Bank AG is authorised under German Banking Law (competent authority. European Central Bank Deutsche BaFin, Germany's Federal Financial Supervisory Authority) and in the United Kingdom, by the
and the BaFin, Germany's Federal Financial Supervisory Authority) and in the United Kingdom, by the
Prudential Regulation The Contract Dependent Production in the United Kingdom by the Financial Conduct Authority and the Prudential Requirements and the United Kingdom by the Financial Conduct Authority and the
Prudential Requirement Authority.

Deutsche Bank AG is a joint stock corporation with limited liability incorporated in
the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000;
Branch Registration in England and Wales BR000005 and London Branco and regulation by the Prudential Regulation Authority, and
of our authorisation and regulation by the Prudential Regulation Authority, and
regulation by the Financial Conduct Authority, are available on reque www.db.com/en/content/eu_disclosures.htm)

European Securities and Markets Authority

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the competent authority)^®

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached":

SUBSEA 7 S.A.

$\mathcal{A}_0$

1. Reason for the notification (please tick the appropriate box or boxes):

[x] An acquisition or disposal of voting rights

[x] An acquisition or disposal of financial instruments

[] An event changing the breakdown of voting rights

[] Other (please specify)":

3. Details of person subject to the notification obligation^®:

Name:

Deutsche Bank Aktiengesellschaft

City and country of registered office (if applicable): Frankfurt Am Main, Germany

1. Full name of shareholder(s) (if different from 3.)^v:

5. Date on which the threshold was crossed or reached^*: 04.08.2016

6. Total positions of person(s) subject to the notification obligation:

	% of voting rights attached to shares (total of 7.A)	% of voting rights through financial in- struments (total of $7.B.1 + 7.B.2$ )	Total of both in % $(7.A + 7.B)$	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	1.81%	310%	4.91%	327,367,111
Position of previous notification (if appli- cable)	1.76%	3.51%	5.27%

7. Notified details of the resulting situation on the date on which the threshold was crossed or reached^®:

A: Voting rights attached to shares

Class/type of shares ISIN code (if possi- ble)	Number of voting rights *		% of voting rights
	Direct (Art 9 of Directive) 2004/109/EC)	Indirect (Art 10 of Directive 2004/109/EC)	Direct (Art 9 of Directive 2004/109/EC)	Indirect (Art 10 of Directive) 2004/109/EC)
LU0075646355	5,917,370		1.81%
SUBTOTAL A	5,917,370		1.81%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
Type of financial instrument	Expiration $date^x$	Exercise/ Conversion Period xi	Number of voting rights that may be acquired if the instrument is exer- cised/converted.	% of voting rights
Exchangeable Bond	02-Jun-21		1,881,176	0.57%
Right to Recall			6,143,617	1.88%
		SUBTOTAL B.1	8,024,793	2.45%

2004/109/EC			B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive
Type of financial instrument	Expiration $date^x$	Exercise/ Conversion Period *i	Physical or cash settlement xii	Number of voting rights	% of voting rights
Swaps	02-Aug-17		Cash	2,135,084	0.65%
			SUBTOTAL B.2	2,135,084	0.65%

1. Information in relation to the person subject to the notification obligation (please tick the applicable box):

[x] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii

[] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity**:

Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial in- struments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold

1. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]

2. Additional information^xv:

Done at [London] on [10 August 2016].