Subsea 7 S.A. Notice of 2012 Annual General Meeting

Transcription

1 Subsea 7 S.A. Notice of 2012 Annual General Meeting Luxembourg May 25, 2012 Subsea 7 S.A. (Oslo Børs: SUBC) (the Company ) announced today the publication of materials for the 2012 Annual General Meeting including the Notice of Meeting. The 2012 Annual General Meeting of Shareholders will be held on Friday June 22, 2012 at 3:00 p.m. (local time) at the Company s registered office, 412F, route d Esch, L-2086 Luxembourg. Shareholders of record at the close of business on Monday May 21, 2012 will be entitled to vote at the Meeting. The AGM materials can be found on the Company s website: Copies of the Annual Reports relating to thirteen month period which ended on December 31, 2011: 2011 Consolidated Annual Report and Financial Statements 2011 Unconsolidated Annual Accounts for the Luxembourg Company are available on the Company s website: ******************************************************************************* Subsea 7 S.A. is a seabed-to-surface engineering, construction and services contractor to the offshore energy industry worldwide. We provide integrated services, and we plan, design and deliver complex projects in harsh and challenging environments. ******************************************************************************* For further information, please contact: Paul Gooden Subsea 7 S.A. +44 (0) paul.gooden@subsea7.com If you no longer wish to receive our press releases please contact: ir@subsea7.com Forward-Looking Statements: Certain statements made in this announcement may include forward-looking statements. These statements may be identified by the use of words like anticipate, believe, estimate, expect, intend, may, plan, forecast, project, will, should, seek, and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The principal risks and uncertainties which could impact the Company and the factors affecting the business results are on outlined in the Risk factors section in the Company s Annual Report and Financial Statements. These factors, and others which are discussed in our public filings, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Subsea 7 S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programmes; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forwardlooking statements. Page 1 of 1

2 Dear Shareholder, Subsea 7 S.A. 412F, Route d'esch L-2086 Luxembourg May 25, 2012 The Annual General Meeting of Shareholders (the Meeting ) of Subsea 7 S.A. (the Company ) will be held on Friday June 22, 2012 at 3.00 p.m. (local time) at the registered office of the Company, 412F, route d Esch, L-2086 Luxembourg. Due to the fact that the Company is incorporated in Luxembourg as a Société Anonyme, the Company s affairs are governed by the provisions of Luxembourg Company Law. Under these provisions and the provisions of the Company s Articles of Incorporation, the Annual General Meeting will address the matters set out in the enclosed Notice. Enclosed with this mailing are the Notice of Annual General Meeting of Shareholders and the Proxy Card. The 2011 unconsolidated and consolidated financial statements of Subsea 7 S.A. including the Reports of the Board of Directors and Authorised Statutory Auditor s Reports are available on the Company s website at: Shareholders of record at the close of business on May 21, 2012 will be entitled to vote at the Meeting. The agenda comprises several items with respect to appointments to the Board of Directors and the biographies of the relevant Directors are attached to this letter in Appendix 1. Please take particular note that the agenda comprises a specific resolution, by which the Company is requesting shareholders approve the payment of an extraordinary dividend payable in kind by the allocation of shares in VERIPOS Inc. Further information in this regard is attached to this letter as Appendix 2. The deadline for submission of votes for holders of American Depositary Shares is Wednesday June 13, 2012 and for holders of Common Shares is Friday June 15, If you wish your shares to be voted at the Meeting, please promptly sign, date and return the enclosed Proxy Card to ensure that it will be received in time. If you require further information or clarification on the above, please contact or Investor Relations team at ir@subsea7.com. The Company s Board of Directors recommends that you vote in favour of all proposals to be considered at the Meeting. Yours sincerely Mr. Kristian Siem Chairman seabed-to-surface Registered Office: 412F, Route d'esch L-2086 Luxembourg R.C.S. Luxembourg B 43172

3 Appendix Annual General Meeting Director Biographies The Board of Subsea 7 S.A. comprises nine Directors, the majority of whom are independent. Directors are elected by the Annual General Meeting for a term not exceeding two years. The following Directors are standing for re-election: Kristian Siem, 1949 Chairman Appointment: Mr Siem is Chairman of Subsea 7 S.A. He became Chairman in January 2011, prior to which he was Chairman of the Board of Directors of Subsea 7 Inc. since January Skills and experience: Prior to his current appointment Mr Siem was Chairman of the Board of Directors of Subsea 7 Inc. since January He has a degree in Business Economics and has been active in the oil and gas industry since External appointments: Mr Siem is the Chairman of Siem Industries Inc. and Siem Industrikapital AB. Mr Siem is a Director of Siem Offshore Inc., Siem Shipping Inc. (formerly Star Reefers Inc.), North Atlantic Smaller Companies Investment Trust plc and Frupor S.A. He was also a Director of Transocean Inc. until December Mr Siem is Chairman of the Compensation Committee and a member of the Governance and Nomination Committee. Mr Siem is a Norwegian citizen. Sir Peter Mason KBE FREng, 1946 Senior Independent Director Appointment: Sir Peter Mason KBE FREng is the Senior Independent Director of Subsea 7 S.A. since January 2011, prior to which he was Chairman of Subsea 7 S.A. (then Acergy S.A.) and previously served as an Independent Director since October Skills and experience: Sir Peter brings extensive management and oil service experience, having served as Chief Executive of AMEC from 1996 until his retirement in September Prior management positions include Executive Director of BICC plc and Chairman and Chief Executive of Balfour Beatty. He is a Fellow of the Institute of Civil Engineers and holds a Bachelor of Science degree in Engineering. External appointments: Sir Peter has been Chairman of the Board of Directors of Thames Water Utilities Ltd since December 2006; a Non-Executive Director of BAE Systems plc since January 2003 and since 2011 a Non-Executive Director of Spie S.A. Sir Peter is Chairman of the Governance and Nomination Committee. Sir Peter is a British citizen.

4 Jean Cahuzac, 1954 Chief Executive Officer Appointment: Mr Cahuzac is Chief Executive Officer of Subsea 7 S.A. He was appointed Chief Executive Officer of Subsea 7 S.A. in April 2008 and has been an Executive member of the Board since May Skills and experience: Mr Cahuzac has over 30 years experience in the offshore oil and gas industry, having held various technical and senior management positions around the world. From 2000 until April 2008 he worked at Transocean in Houston, US, where he held the positions of Chief Operating Officer and then President, prior to the merger with Global SantaFe. Prior to this he worked at Schlumberger from 1979 to 2000 where he served in various positions including Field Engineer, Division Manager, VP Engineering and Shipyard Manager, Executive VP and President. He holds a Master s degree in Mechanical Engineering from École des Mines de St-Ètienne and is a graduate of the French Petroleum Institute in Paris. External appointments: Mr Cahuzac has no other external appointments to public companies. As an Executive Director, Mr Cahuzac is not a member of any of the Board sub- Committees. Mr Cahuzac is a French citizen. Robert Long, 1946 Independent Director Appointment: Mr Long joined the Board of Subsea 7 S.A. in January Skills and experience: Mr Long served as Chief Executive Officer and a member of the Board of Directors of Transocean Ltd. from October 2002 until his retirement in February Mr Long served as President from 2001 to 2006, Chief Financial Officer from 1996 to 2001 and Senior VP of Transocean from May 1990 until the time of the Sedco Forex merger, at which time he assumed the position of Executive VP. During his 35-year career with Transocean, his international assignments included the UK, Egypt, West Africa, Spain and Italy. Mr Long is a graduate of the U.S. Naval Academy and Harvard Business School, and served five years in the Naval Nuclear Power Programme before joining SONAT Inc, the parent company of The Offshore Company (which subsequently became Transocean Ltd.), in External appointments: Mr Long has no other external appointments to public companies. Mr Long is a member of the Compensation Committee. Mr Long is a US citizen.

5 Eystein Eriksrud, 1970 Director Appointment (to be ratified by the Shareholders of the Company): Mr Eriksrud joined the Board of Subsea 7 S.A. in March Skills and experience: Mr Eriksrud is the Deputy CEO of the Siem Industries Group. Prior to joining Siem Industries in October 2011, Mr Eriksrud was partner of the Norwegian law firm Wiersholm Mellbye & Bech since 2005 working as a business lawyer with an internationally oriented practice in mergers and acquisitions, company law and securities law, particularly in the shipping, offshore and oil service sectors. Mr Eriksrud was Group Company Secretary of the Kvaerner Group from 2000 to 2002 and served as Group General Counsel of the Siem Industries Group from 2002 to He has also served on the boards of Privatbanken ASA and Tinfos AS as well as a number of other boards External appointments: Mr Eriksrud is the Deputy CEO of the Siem Industries Group. He is a director of Siem Offshore Inc., Siem Kapital AS, Siem Capital UK Ltd. and Siem Europe Sarl. Mr Eriksrud is a member of the Audit Committee. Mr Eriksrud is a Norwegian citizen.

6 Appendix Annual General Meeting VERIPOS Distribution of an Extraordinary dividend in kind On April 12, 2012, the Company announced that it was considering a potential future spin off and listing on the Oslo Børs of common shares in Veripos Inc. with the shares in Veripos Inc. being distributed as a dividend in kind to the shareholders of Subsea 7 S.A. (the Distribution ). Subsea 7 S.A. s Board of Directors, after having reviewed and considered the terms and conditions of the Spin Off and Listing, has determined that the payment of a dividend in kind consisting of the shares in Veripos Inc. is in the best interests of both Subsea 7 S.A. and its shareholders. Veripos is a world leader in the supply of high-precision GNSS positioning solutions for the offshore oil and gas industry. As part of the Subsea 7 Group, Veripos has delivered solid financial results and we believe it can provide further business growth. However, Veripos is not part of the core seabed-to-surface services of the Subsea 7 Group. In addition, in 2011, Veripos represented less than 1% of the total revenues for the Subsea 7 Group. The Board of Directors believes that the spin off and listing will provide a platform for further growth of Veripos Inc. outside of the offshore oil and gas industry and that a dividend in kind of the Veripos Inc. common shares represents an attractive proposal to Subsea 7 s shareholders (the entire business of Veripos will sit within a group of entities with Veripos Inc. as the parent company). Dividend Mechanics: Subject to the dividend being approved and the conditions precedent set out below being fulfilled the following will apply: For Holders of Common Shares: o Each Subsea 7 S.A. shareholder as of the record date would receive ONE Veripos Inc. share for every TEN Subsea 7 S.A. shares held; o No fractional shares in Veripos Inc. would be issued; o For the purpose only of the calculation of the allotments of shares in Veripos Inc., the holding of each shareholder in Subsea 7 S.A. as of the record date would be rounded down to the nearest multiple of ten (with a holding of less than ten shares being rounded without compensation down to zero); o Further information will be provided to participants in the Company s employee stock plans with respect to the dividend mechanics for shares issued under the plans or held in employee trusts. For holders of ADS: o The same proportional allocation will be made as for the holders of Common Shares. o However, the Company has instructed the depositary bank to sell any common shares in Veripos Inc. that holders of the Company s ADSs as of the record date would be entitled to and distribute the cash proceeds to such ADS holders. Further information will be provided by the depositary bank.

7 Conditions Precedent: The Distribution is subject to the directors of Acergy Holdings (Gibraltar) Limited resolving to dividend the shares in Veripos Inc. to the Company and the Oslo Børs approving the listing of the Veripos Inc. shares. Resolution: The resolution to be submitted to the Shareholders is to approve the payment (subject to the conditions set out in the convening notice) of an extraordinary dividend payable in kind by the allocation of shares in Veripos Inc., a company incorporated under the laws of the Cayman Islands with the holding of ten Common Shares in the Company entitling to one share in Veripos Inc., with fractional entitlements being rounded downwards without compensation to the nearest full number of Veripos Inc. shares, and the delegation to the Board of Directors to take all steps necessary or useful in connection with such distribution, including the determination of payment dates to Shareholders of record as of June 28, Subject to the conditions precedent, the extraordinary in-kind dividend is expected to be payable in late July It will be payable to Shareholders and holders of ADRs of record as of June 28, (Note: The first trading day of the Company s Common Shares ex-dividend will be June 26, 2012). Taxation: No determination has been made as to whether the Distribution of the dividend in kind consisting in the Veripos Inc. common shares constitutes a taxable or tax-free spin-off transaction for income tax purposes. Each shareholder should consult their own professional advisors as the effect of state, local or foreign laws and regulations to which they may be subject. No determination has been made as to whether the Distribution of the shares of Veripos Inc. constitutes a taxable or tax-free spin-off transaction for U.S. federal income tax purposes. If the Distribution constitutes a taxable transaction, U.S. holders will be required to include the fair market value of the shares of Veripos Inc. that they receive or, in the case of U.S. holders of ADSs, deemed to receive, in their gross income as ordinary income. If the Distribution constitutes a tax-free spin-off of Veripos Inc., U.S. holders of our ADS or Shares will be required to allocate their basis in our ADS or Shares, as the case may be, and the shares of Veripos Inc. that they receive, in the case of U.S. holders of Shares, or are deemed to receive, in the case of U.S. holders of our ADSs, based on their relative fair market values as of the date of the Distribution. Such information will be relevant to U.S. holders for purposes of determining the amount of gain or loss they are required to recognize in connection with any taxable sale or exchange of our ADSs or Shares or the shares of Veripos in the future or, in the case of U.S. holders of our ADSs, shares of Veripos sold on their behalf in connection with the Distribution.

8 The Company intends to make its good faith determination within 45 days of the date of the Distribution and, if the Company determines that the Distribution constitutes a tax-free spinoff transaction for U.S. federal income tax purposes, the Company will post such determination on its website together with the information necessary to allow U.S. holders to determine their basis in our ADSs or Shares and the shares of Veripos that they receive or are deemed to receive in the Distribution. U.S. holders of our ADSs or Shares are urged to consult with their own tax advisors with regard to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdictions.

9 Subsea 7 S.A. 412F, Route d'esch L-2086 Luxembourg NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ON JUNE 22, 2012 The Annual General Meeting of Shareholders of Subsea 7 S.A. (the Company ), RCS Luxembourg N B having its registered office at 412F, route d Esch, L-2086 Luxembourg, will be held at its registered office on June 22, 2012 at 3:00pm (local time) for the following purposes: (1) To consider (i) the management reports of the Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, authorised statutory auditor ( réviseur d entreprises agrée ) on the unconsolidated financial statements and the consolidated financial statements of the Company, for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: (2) To approve the unconsolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: (3) To approve the consolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: (4) To approve the allocation of results including the payment of a dividend of the Company for the fiscal year ended December 31, 2011, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 5, 2012 to Shareholders (and on July 10, 2012 to holders of ADSs) of record as of June 28, (5) To discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, (6) To elect Deloitte S.A., Luxembourg as authorised statutory auditor ( réviseur d entreprise agrée ) to audit the unconsolidated and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders. (7) To re-elect Mr. Kristian Siem as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (8) To re-elect Sir Peter Mason, KBE FREng as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (9) To re-elect Mr. Jean Cahuzac as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (10) To re-elect Mr. Robert Long as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (11) To ratify the appointment on 15 March 2012 by the Board of Directors of Mr. Eystein Eriksrud as a Director of the Company in replacement of Mr. Mel Fitzgerald and to reelect Mr. Eystein Eriksrud as a Director of the Company to hold office until the Annual seabed-to-surface Registered Office: 412F, Route d'esch L-2086 Luxembourg R.C.S. Luxembourg B 43172

10 General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (12) To approve the payment (subject to the conditions set out in the convening notice) of an extraordinary dividend payable in kind by the allocation of shares in VERIPOS Inc., a company incorporated under the laws of the Cayman Islands with the holding of ten Common Shares in the Company entitling to one share in VERIPOS Inc., with fractional entitlements being rounded downwards without compensation to the nearest full number of VERIPOS Inc. shares, and the delegation to the Board of Directors to take all steps necessary or useful in connection with such distribution, including the determination of payment dates to Shareholders of record as of 28 June Yours sincerely, Mr. Kristian Siem Chairman May 25, 2012 To assure your representation at the Annual General Meeting, you are hereby requested to fill in, sign, date and return the Proxy Card delivered herewith in the return envelope provided for such purpose. The deadline for submission of votes of American Depositary Receipt holders is June 13, 2012 and for holders of Common Shares is so as to arrive at the registered office by June 15, The giving of such Proxy will not affect your right to revoke such Proxy or vote in person should you later decide to attend the meeting.

11 To Shareholders of Subsea 7 S.A. Our ref. Date Global Companies Registrars Section/ij Oslo, 25. May, 2012 SUBSEA 7 S.A. VOTING ANNUAL GENERAL MEETING JUNE 22, 2012 Your holding of Common Shares of Subsea 7 S.A. is registered in The Norwegian Central Securities Depository (Verdipapirsentralen - the "VPS"). If you wish to vote at this Annual General Meeting you may either attend in person at the said general meeting or you may execute the enclosed proxy card and return it to us. You are encouraged to specify your choice by marking the appropriate boxes on the enclosed proxy card. When properly executed, the proxy will be voted in the manner directed therein or, if no direction is indicated, will be voted "for" the proposals. Enclosed, please find a return envelope for your proxy card or send the proxy card by to vote@dnb.no. In order for your shares to be voted based on your executed proxy card, the card has to be received by DNB Bank ASA, Global Companies Registrars Section, Oslo, not later than June 15, 2012, 12:00 hours Central European Time. Yours sincerely, for DNB Bank ASA Global Companies Registrars Section Irene Johansen DNB Bank ASA Office Stranden 21, Oslo Postal address NO-0021 Oslo, Norway Telephone Fax Register of Business Enterprises NO MVA

12 Name Address City Country PROXY SUBSEA 7 S.A. Proxy solicited on behalf of the Board of Directors of the Company for Annual General Meeting, June 22, 2012 The undersigned hereby authorise DNB Bank ASA to constitute and appoint Kristian Siem, Jean Cahuzac, Simon Crowe, Nathalie Louys, Jean-Paul Reiland, Jean Hoss, Philippe Hoss, Chantal Mathu, or the Chairman of the Annual General Meeting (if not one of the aforementioned) and each of them, his true and lawful agent and proxy, with full power of substitution in each, to represent and vote on behalf of the undersigned at the Annual General Meeting of Shareholders of Subsea 7 S.A., to be held at the registered offices of the Company, 412F, route d Esch, L-2086 Luxembourg on Friday June 22, 2012 at 3:00 p.m. (local time) (the "Meeting"), and at any adjournments thereof, on all matters coming before the Meeting and any adjourned meeting. The Board of Directors of the Company recommends that you vote in favour of the proposals to be considered at the Meeting. In the event that you have sold your Subsea 7 S.A. shares prior to receipt of this Notice, you are kindly requested to forward this Notice, and the accompanying documents, to the purchaser of your Subsea 7 S.A. shares. 1. FOR AGAINST ABSTAIN To consider (i) the management reports of the Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, authorised statutory auditor ( réviseur d entreprises agrée ) on the unconsolidated financial statements and the consolidated financial statements of the Company, for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: 2. FOR AGAINST ABSTAIN To approve the unconsolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: Page 1 of 3

13 3. FOR AGAINST ABSTAIN To approve the consolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company s website at: 4. FOR AGAINST ABSTAIN To approve the allocation of results including the payment of a dividend of the Company for the fiscal year ended December 31, 2011, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 5, 2012 to Shareholders (and on July 10, 2012 to holders of ADSs) of record as of June 28, FOR AGAINST ABSTAIN To discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, FOR AGAINST ABSTAIN To elect Deloitte S.A., Luxembourg as authorised statutory auditor ( réviseur d entreprise agrée ) to audit the unconsolidated and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders. 7. FOR AGAINST ABSTAIN To re-elect Mr. Kristian Siem as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. 8. FOR AGAINST ABSTAIN To re-elect Sir Peter Mason, KBE FREng as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. Page 2 of 3

14 9. FOR AGAINST ABSTAIN To re-elect Mr. Jean Cahuzac as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. 10. FOR AGAINST ABSTAIN To re-elect Mr. Robert Long as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. 11. FOR AGAINST ABSTAIN To ratify the appointment on 15 March 2012 by the Board of Directors of Mr. Eystein Eriksrud as a Director of the Company in replacement of Mr. Mel Fitzgerald and to re-elect Mr. Eystein Eriksrud as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. 12. FOR AGAINST ABSTAIN To approve the payment (subject to the conditions set out in the convening notice) of an extraordinary dividend payable in kind by the allocation of shares in VERIPOS Inc., a company incorporated under the laws of the Cayman Islands with the holding of ten Common Shares in the Company entitling to one share in VERIPOS Inc., with fractional entitlements being rounded downwards without compensation to the nearest full number of VERIPOS Inc. shares, and the delegation to the Board of Directors to take all steps necessary or useful in connection with such distribution, including the determination of payment dates to Shareholders of record as of 28 June Signature(s): Date: Note: Please sign exactly as name appears above. In the case of joint owners, the first titleholder should sign. When signing as attorney, executor, administrator or guardian, please give full title as such. Page 3 of 3

15 Deutsche Bank Trust Company Americas Trust & Securities Services Global Equity Services DEPOSITARY RECEIPTS May 25, 2012 Depositary's Notice pertaining to the Annual General Meeting of Shareholders of Subsea 7 S.A. Issue: Subsea 7 S.A. / CUSIP Country: Meeting Details: Meeting Agenda: Voting Deadline: Luxembourg Annual General Meeting of Shareholders to be held on June 22, 2012, at the registered office of the company, 412F, route d Esch, L-2086 Luxembourg. 3:00 PM Local Time. The Company's Notice of Meeting and supporting materials, including the Agenda is enclosed On or before June 13, 2012 at 2:00 PM (New York City time) ADR Record Date: May 21, 2012 Common: ADR Ratio: 1 Common Share: 1 ADR In accordance with Section 17 of the Deposit Agreement between Subsea 7 S.A. (the Company ) and Deutsche Bank Trust Company Americas, as Depositary (the Depositary ), Subsea 7 S.A. ADR holders (the Holders ) are hereby notified of the Company s Annual General Meeting of Shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is enclosed. Holders at the close of business on the ADR record date will be entitled, subject to any applicable law, the Company's Articles of Incorporation and the provisions of or governing Deposited Property underlying ADRs, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Property represented by ADRs. A voting instruction form is enclosed for that purpose. Upon receipt of a voting instruction from an ADR Holder on the ADR record date, received on or before the ADR voting deadline, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Articles of Incorporation of the Company and the provisions of the Deposited Property underlying the ADRs, to vote or cause the Custodian to vote the Shares and/or other Deposited Property, in person or by proxy, represented by the ADRs in accordance with the instructions set forth in such request. Voting instructions may be given only in respect of a number of ADRs representing an integral number of Shares or other Deposited Property. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote Shares or other Deposited Property represented by ADRs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Property represented by ADRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. In the event of a postponement of the Annual General Meeting of Shareholders or a reconvening of a second meeting, all votes received from beneficial holders of Subsea 7 S.A. ADRs will remain valid for the purposes of any such postponed or reconvened General Meeting. For further information, please contact: Beverly George Deutsche Bank - Depositary Receipts Corporate Actions : : : beverly.a.george-ny@db.com

16 PROXY SUBSEA 7 S.A. Proxy Solicited on behalf of the Board of Directors of the Company for Annual General Meeting June 22, 2012 The undersigned hereby authorise DnB NOR Bank ASA to constitute and appoint Kristian Siem, Jean Cahuzac, Simon Crowe, Nathalie Louys, Jean-Paul Reiland, Jean Hoss, Philippe Hoss, Chantal Mathu, or the Chairman of the Annual General Meeting (if not one of the aforementioned) and each of them, his true and lawful agent and proxy, with full power of substitution in each, to represent and vote on behalf of the undersigned at the Annual General Meeting of Shareholders of Subsea 7 S.A., to be held at the Registered Of fice of the Comp any, 412F, route d'esch, L-2086 Luxembourg on Friday June 22, 2012 at 3:00 p.m. (local time) (the "Meeting"), and at any adjournment s thereof, on all matters coming before the Meeting and any adjourned meeting. The Board of Directors of the Company recommends that you vote in favour of the proposals to be considered at the Meeting. In the event that you have sold your Subsea 7 S.A. shares prior to receipt of this Notice, you are kindly requested to forward this Notice, and the accompanying documents, to the purchaser of your Subsea 7 S.A. shares. (Continued and to be signed on the reverse side) 1 COMMENTS: 14475

17 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUBSEA 7 S.A. June 22, 2012 PROXY VOTING INSTRUCTIONS INTERNET - Access and follow the on-screen instructions. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free PROXIES ( ) in the United States or from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST June 12, MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. COMPANY NUMBER ACCOUNT NUMBER Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE (1) To consider (i) the management reports of the Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, authorised statutory auditor ("réviseur d'entreprises agrée") on the unconsolidated financial statements and the consolidated financial statements of the Company, for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company's website at: (2) To approve the unconsolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company's website at: (3) To approve the consolidated financial statements of the Company for the fiscal year ended December 31, 2011, as published on March 23, 2012 and as are available on the Company's website at: (4) To approve the allocation of results including the payment of a dividend of the Company for the fiscal year ended December 31, 2011, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 5, 2012 to Shareholders (and on July 10, 2012 to holders of ADSs) of record as of June 28, JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN (5) To discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, (6) To elect Deloitte S.A., Luxembourg as authorised statutory auditor ("réviseur d'entreprise agrée") to audit the unconsolidated and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders. (7) To re-elect Mr. Kristian Siem as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (8) To re-elect Sir Peter Mason, KBE FREng as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (9) To re-elect Mr. Jean Cahuzac as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (10) To re-elect Mr. Robert Long as an Independent Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (11) To ratify the appointment on 15 March 2012 by the Board of Directors of Mr. Eystein Eriksrud as a Director of the Company in replacement of Mr. Mel Fitzgerald and to re-elect Mr. Eystein Eriksrud as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2014 or until his successor has been duly elected. (12) To approve the payment (subject to the conditions set out in the convening notice) of an extraordinary dividend payable in kind by the allocation of shares in VERIPOS Inc., a company incorporated under the laws of the Cayman Islands with the holding of ten Common Shares in the Company entitling to one share in VERIPOS Inc., with fractional entitlements being rounded downwards without compensation to the nearest full number of VERIPOS Inc. shares, and the delegation to the Board of Directors to take all steps necessary or useful in connection with such distribution, including the determination of payment dates to Shareholders of record as of 28 June x Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, the first titleholder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.