Saipem S.p.a. · MIL:SPM
Saipem — Merger or Acquisition (July 2025)
21 slides from Saipem's merger presentation, Jul 24, 2025
Slide 1: Combination of Saipem and Subsea7
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW Combination of Saipem and Subsea7 Creating a Global Leader in Energy Services Signing of Merger Agreement 24 July 2025
Slide 2: Disclaimer
Disclaimer 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 neithe
Slide 3: Creating a Global Leader in Energy Services
& Creating a Global Leader in Energy Services 1 Global Reach and Comprehensive Solutions for Clients • Global operations with projects in more than 60 countries and a highly complementary footprint between the two companies • A full spectrum of highly diversified offshore and onshore energy services
Slide 4: Creating a Global Leader in Energy Services With Significant Scale
Creating a Global Leader in Energy Services With Significant Scale Full Year 2024 Revenue (€bn) 35.0 26.9 21.2 22.2 14.5 8.8 6.6 Saipem7 4 USD figures translated into Euro using 0.9657 USD/EUR exchange rate as of 31-Dec-2024.
Slide 5: Transaction Structure (1/2)
Transaction Structure (1/2) Key Highlights Group Structure • Combined Company to be renamed Saipem7 New Shareholder Agreement 71% • Saipem7 will remain incorporated in Italy and 12% 11% 6% Free Float headquartered in Milan, and will have its shares listed on both the Milan and Oslo stock exchanges •
Slide 6: Transaction Structure (2/2)
Transaction Structure (2/2) Key Highlights from the Merger Agreement • Cross border merger of Subsea7 into Saipem, Combined Company to be renamed Saipem7 • Participating Subsea7 shareholders receiving 6.688 new Saipem shares for each Subsea7 share Transaction • Pro-forma ownership of 50-50% of Saipe
Slide 7: Governance
Governance Saipem7 Subsea7 Board of Directors Board of Directors 9 members 7 members Shareholder Agreement Minority Chairman of CEO of CEO of Independent Directors Shareholders Saipem7 Saipem7 Subsea7 Key Highlights Key Highlights • Saipem7 Chairman to be designated by Siem Industries and CEO to be
Slide 8: Market Positioning and Capabilities
Market Positioning and Capabilities Offshore Subsea Drilling Onshore Sustainable SURF Conventional Trunklines Floaters Wind Equipment Offshore E&C Infrastructures1 \ Strong Presence Relevant Player Specialised / minor presence Alliance between OneSubsea and Subsea7 for SPS and SURF 8 1. In relation
Slide 9: Combined Financials (1/2)
Combined Financials (1/2) Full Year 2024 (as reported) 1 Combined 2 Revenue + 100% = 9% 16% 11% 2% + = 3% EBITDA 14% 25% 72% 100% 84% 23% + = 30% Backlog 3% 4% 66% 100% 74% Offshore E&C3 Drilling Offshore Onshore E&C4 EBITDA Margin 1. Figures for Subsea7 calculated using 31-Dec-2024 USD/EUR FX rate
Slide 10: Combined Financials (2/2)
Combined Financials (2/2) Full Year 2024 (as reported) Combined 1,2 Revenue €14.5 billion €6.6 billion €21.2 billion EBITDA €1.3 billion €1.1 billion €2.4 billion EBITDA margin 9.1% 15.9% 11.3% EBIT €606 million €430 million €1.0 billion Net Income €306 million €209 million €515 million Free Cash Fl
Slide 11: Geographic and Customer Complementarity
Geographic and Customer Complementarity Diversified Client Base and Geographical Presence Geographic Positioning in Offshore E&C1 Key Customers in Offshore E&C Revenue, FY24 Saipem Middle East North America Latin America Subsea7 Africa Far East North Sea < 10% 10% - 19% 20% - 30% > 30% 11 1. Includi
Slide 12: A Well Diversified Backlog (1/2)
A Well Diversified Backlog (1/2) Combined Backlog (31-Mar-2025) Backlog Breakdown by Country Other Countries Qatar ~23% ~15% Brazil ~11% Guyana ~4% €43bn Suriname ~4% Saudi Arabia Norway ~10% ~4% United Kingdom Angola ~6% ~10% Mozambique UAE ~6% ~7% 12
Slide 13: A Well Diversified Backlog (2/2)
A Well Diversified Backlog (2/2) Combined Backlog (31-Mar-2025) Backlog Breakdown by Molecule Backlog Breakdown by Project Type Others Drilling Offshore ~4% ~3% Low / Zero Other Onshore Carbon Projects 1 E&C ~14% Oil Projects ~13% Subsea ~41% ~32% Floaters ~5% LNG €43bn ~7% €43bn Wind Offshore ~4% S
Slide 14: Synergies
Synergies Combination Expected to Unlock Significant Cost and Capex Synergies Estimated Cost and Capex Synergies (Per Annum) Key Areas of Synergies • Optimisation of fleet utilisation Operational Expenses ~ €200m Fleet • Improved geographic positioning of assets Optimisation • Mission equipment opti
Slide 15: Combined Fleet Resulting in More Capacity and Greater Flexibility
Combined Fleet Resulting in More Capacity and Greater Flexibility Saipem Subsea7 The Combined Company HEAVY-LIFT will have a fleet of over 60 (>5.000t only) owned and chartered Saipem 7000 Saipem 3000 JSD 60001 DE HE1 Seven Borealis Seaway Strashnov construction vessels. The increased scale of the R
Slide 16: A Broad Product Offering in Offshore Wind
A Broad Product Offering in Offshore Wind WTG WTG Wind Offshore Inner-array Foundations Foundations Turbine Substation Cables Jackets and Monopiles Generators Gravity Bases Project Management and Engineering Construction / Management Transport / Installation • Combination of assets and competencies
Slide 17: Capital Allocation Framework
Capital Allocation Framework 1 2 3 Shareholder Balance Sheet Disciplined Distributions Strength Fleet Management Saipem7 is expected to Achieve and Mix of owned and distribute to shareholders maintain investment chartered vessels to at least 40% of Free Cash grade credit rating maximise operational
Slide 18: Stakeholder Value Creation
Stakeholder Value Creation Opportunity to Create Significant Value for all Stakeholders Clients Employees Investors Additional opportunities for professional Saipem7 will have scale and capability development coming from the sharing of Greater scale in both equity and debt to meet clients’ needs and
Slide 19: Activities performed between signing of MoU and Merger Agreement
Activities performed between signing of MoU and Merger Agreement Due diligence and • Satisfactory confirmatory due diligence completed transaction terms • Transaction terms finalised in line with those initially agreed at the time of the signing of the MoU • Annual cost and capital expenditure syner
Slide 20: Indicative Timeline to Merger Completion
Indicative Timeline to Merger Completion Immediately Before 23-Jul-25 25-Sep-2025 Nov-2025 Q2 2026 before H2 2026 Closing closing 1 Approval and execution of the merger agreement Antitrust and by Saipem and regulatory Subsea7 clearances Closing (Merger Deed) 2025 Dividend Dividend of Special Approva
Slide 21: ay SAIPEM subsea
| ay SAIPEM subsea 7