Shareholders' Meeting

i) Right to submit questions prior to the Shareholders' Meeting

Pursuant to Article 127-ter of Legislative Decree 58/98, Shareholders may submit questions on items on the agenda prior to the Shareholders? Meeting: these must be received by the Company no later than April 19, 2012; Saipem does not guarantee an answer to any questions received after said date.

The right to submit questions prior to the Shareholders? Meeting is reserved for Shareholders. The entitlement is therefore represented by sending:

• the certificate issued by an authorized intermediary or alternatively,
• the notification required by the Company to attend the Shareholders' meeting.

Questions and the aforementioned documentation may be sent to the Company:

• by post, to the following address
  Saipem S.p.A.
  Segreteria Societaria (Domande Assemblea 2012)
  Via Martiri di Cefalonia, 67
  20097 San Donato Milanese (MI) - Italy
• by fax, addressed to Saipem Secretary?s Office on +39 02 520 44506
• by e-mail to the address: Segreteria.Societaria@saipem.com
• Using the appropriate section of the Company Website

Questions received within the aforementioned deadline shall be answered at the latest during the Shareholders? Meeting. The Company shall provide a single answer to questions having the same content.

ii) Integration of the agenda of the Shareholders' Meeting

Pursuant to Article 126-bis of Legislative Decree 58/98 and in accordance with the provisions of Article 13, paragraph 4 of Saipem?s Articles of Association, Shareholders who, severally or jointly, represent at least one fortieth of Saipem share capital, may request in writing, no later than March 30, 2012, to add other items in the agenda. The request shall contain matters to be proposed to the Shareholders? Meeting.

A report on the proposed issues must be presented by the shareholders requesting integration of the agenda.

Additions to the agenda will not be accepted for the matters upon which, according to law, the Shareholders? Meeting will resolve on the basis of a proposal of the Directors or on the basis of a project or report of the Directors, different from the report on the items in the agenda.

Requests must be submitted in writing and addressed to the Company?s registered office:

Saipem S.p.A.
Segreteria Societaria (Integrazione Ordine del Giorno Assemblea 2012)
Via Martiri di Cefalonia, 67
20097 San Donato Milanese (MI) - Italia

via registered letter with return receipt, along with a report on the proposed issues and the relevant certification issued by an authorized intermediary stating the legal ownership of the aforementioned shareholding.

Notice of additions to the agenda will be provided in the same form prescribed for the publication of the notice of the Shareholders' Meeting.

iii) Voting by proxy and transmission

Each party eligible to participate in the Shareholders' Meeting may be represented pursuant to the Law by means of a written proxy, which is granted by signing the proxy form issued by qualified intermediaries or by signing this proxy form

Those who intend to participate in the Shareholders' Meeting as proxies of parties eligible to participate shall send the documentation proving their authority:

• By post (copies are acceptable) to the Registered Office of the Company:
  Saipem S.p.A. Segreteria Societaria (Delega Assemblea 2012) Via Martiri di Cefalonia, 67 - 20097 San Donato Milanese (MI) - Italy
• By fax to +39 02 52044506
• By e-mail to: Segreteria.Societaria@saipem.com
• Using the appropriate section of the Company Website

at least two days prior to the Shareholders' Meeting first call (that is, no later than April 18, 2012).


iv) Voting by proxy using the Designated Representative

Pursuant to Article 135-undecies of Legislative Decree no. 58/1998, the Company has identified Mr Dario Trevisan as Designated Representative, to whom shareholders may delegate proxy with voting instructions on any or all of the proposals in the agenda, free of charge.
In this case, the proxy delegation must be conferred by signing the specific proxy form. The form must be sent no later than the end of market trading two days prior to the Shareholders' Meeting first call (that is, no later than April 18, 2012), together with a copy of a valid identification document through one of the following channels:

• by post to:
  Avv. Dario Trevisan
  Viale Majno n. 45 - 20122 Milan - Italy
• by e-mail to: info@rappresentante-designato.it

If the delegating party is a legal person, they must also attach proof of their corporate powers (examination copy or similar).

If a copy of the proxy is transmitted by e-mail, it is also requested that the original of the proxy be sent to the Designated Representative at the address shown above.

The proxy has effect only for those proposals concerning which voting instructions were provided using the specific form. The proxy authorisation and the associated voting instructions may be revoked before April 18, 2012.

v)Appointment of a Statutory Auditor and of an Alternate Auditor

The current Board of Statutory Auditors requires the appointment of a Statutory Auditor and of an Alternate Auditor. The Shareholders? Meeting shall elect these Auditors through a majority vote, as prescribed by law, from proposals presented at the Shareholders? meeting, and not from voting lists pursuant to art. 27 of the Articles of Association.
Shareholders putting forward candidates should ensure that there are no grounds for ineligibility and/or incompatibility, and that candidates to the above offices meet the relevant requirements of Law, the Articles of Association and/or other applicable regulation. Shareholders are also invited to provide sufficient information on the personal and professional characteristics of candidates and to supply a list of directorships and/or audit positions they may hold in other companies.

Information regarding the Company's share capital

The authorised share capital is ? 441,410,900 consisting of 441,410,900 shares with a nominal value of ?1 each, of which 441,290,452 are ordinary shares (with voting entitlement in ordinary and extraordinary Shareholders? meetings) and 120,448 savings shares (with voting entitlement in savings Shareholders? meetings only).
The shares are not divisible and each gives the right to one vote, excluding treasury shares held in the company portfolio as at the date of the Shareholders' Meeting.

Notice of meeting

Notice of meeting - second call
Board of Directors' Reports on items on the agenda

Instructions for the exercise of Shareholders' rights

i) Right to submit questions prior to the Shareholders' Meeting

Pursuant to Article 127-ter of Legislative Decree 58/98, Shareholders may submit questions on issues in the agenda prior to the Shareholders' Meeting: these must be received by the Company within April 29, 2011; Saipem does not guarantee an answer to any questions received after said date.

The right to submit questions prior to the Shareholders' Meeting is reserved for Shareholders. The entitlement is therefore represented by sending:

• the certificate issued by an authorized intermediary or alternatively,
• the notification required by the Company to attend the Shareholders' meeting.

Questions and the aforementioned documentation may be sent to the Company:

• by mail, to the following address
  Saipem S.p.A.
  Segreteria Societaria (Domande Assemblea 2011)
  Via Martiri di Cefalonia, 67
  20097 San Donato Milanese (MI) - Italy
• by fax, intestato alla Segreteria Societaria di Saipem al numero +390252044506
• by e- mailto the address: Segreteria.Societaria@saipem.com
• Using the appropriate section of the Company Website

Questions received within the aforementioned deadline shall be answered at the latest during the Shareholders' Meeting. The Company shall provide a single answer to questions having the same content.

ii) Integration of the agenda of the Shareholders' Meeting

Pursuant to Article 126-bis of Legislative Decree 58/98 and in accordance with the provisions of Article 13, paragraph 4 of Saipem's Articles of Association, the Shareholders that, severally or jointly, represent at least one fortieth of Saipem share capital, may request in writing, within March 31, 2011, to add other items in the agenda. The request shall contain the matters to be proposed to the Shareholders' Meeting.

A report on the proposed issues must be presented by the shareholders requesting integration of the agenda.

Additions to the agenda will not be accepted for the matters upon which, according to law, the Shareholders' Meting will resolve on the basis of a proposal of the Directors or on the basis of a project or report of the Directors, different from the report on the items in the agenda.

Requests must be submitted in writing and addressed to the Company's registered office:

Saipem S.p.A.
Segreteria Societaria (Integrazione Ordine del Giorno Assemblea 2011)
Via Martiri di Cefalonia, 67
20097 San Donato Milanese (MI) - Italia

via registered letter with return receipt, along with a report on the proposed issues and the relevant certification issued by an authorized intermediary stating the legal ownership of the aforementioned shareholding.

Notice of additions to the agenda will be provided in the same form prescribed for the publication of the notice of the Shareholders' Meeting.

iii) Voting by proxy

Each party eligible to participate in the Shareholders' Meeting may be represented pursuant to the Law by means of a written proxy, signing the proxy form issued at the request of the entitled parties by qualified intermediaries or using this proxy form

To facilitate the verification of their representative powers, those who intend to participate in the Shareholders' Meeting as proxies of parties eligible to participate, may have documentation proving their authority sent:

• By mail(copies are acceptable) to the Registered Office of the Company: Saipem S.p.A. Segreteria Societaria (Delega Assemblea 2011) Via Martiri di Cefalonia, 67 - 20097 San Donato Milanese (MI) - Italia
• By faxto ++39 02 52044506
• By sending a notification via e-mail to: Segreteria.Societaria@saipem.com
• Using the appropriate section of the Company Website

at least two days prior to the Shareholders' Meeting first call (that is, no later than April 28, 2011).

iv) Voting by proxy using the Designated Representative

Pursuant to Article 135-undecies of Legislative Decree no. 58/1998, the Company has designated Mr Dario Trevisan as Designated Representative, to whom shareholders may delegate proxy with voting instructions on any or all of the proposals in the agenda, free of charge.
In this case, the proxy delegation must be conferred by signing the specific proxy form.
The form must be sent no later than the end of market trading two days prior to the Shareholders' Meeting first call (that is, no later than April 28, 2011), together with a copy of a valid identification document through one of the following channels:

• by post to:
  Avv. Dario Trevisan
  Viale Majno n. 45 - 20122 Milan - Italy
• by e-mail to: info@rappresentante-designato.it

If the delegating party is a legal person, they must also attach proof of their corporate powers (examination copy or similar).

If a copy of the proxy is transmitted by email, it is also requested that the original of the proxy be sent to the Designated Representative at the address shown above.

The proxy has effect only for those proposals concerning which voting instructions were provided using the specific form. The proxy authorisation and the associated voting instructions may be revoked within the previously mentioned deadline, that is, April 28, 2011.

v) Appointment of the Directors and Statutory Auditors

Pursuant to Articles 147-ter and 148 of Legislative Decree 58/98 and Articles 19 and 27 of the Articles of Association, the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders in which candidates are allocated a progressive number. Those Shareholders who - individually or jointly with other Shareholders - represent at least 1% of the ordinary share capital are entitled to submit lists. Legal ownership of the minimum shareholding required to present a list is based on the number of shares registered as owned by the Shareholder on the day of filing with the Company. The relevant documentation may be produced after filing, but no later than 18.00 hrs on April 9, 2011. Each Shareholder may present, or participate in presenting, only one list and vote only for one list. Each candidate may appear in one list only, otherwise they will be deemed ineligible. The lists must be deposited within April 5, 2011, together with the additional documentation required by the law and the regulations in force, at the Company's registered office:

SAIPEM S.p.A. - Segreteria Societaria
Via Martiri di Cefalonia, 67 - 20097 San Donato Milanese (MI) - Italia

or sent to the following email address: Segreteria.Societaria@saipem.com

The lists shall be available to the public within April 9, 2011, at the Company's registered office, at Borsa Italiana S.p.A. and on the Company's website. Regarding the submitting, depositing and publishing of lists, please refer to the provisions contained in Articles 19 and 27 of the Articles of Association, the Company's website and the Report of the Board of Directors on issues in the agenda of the Shareholders' Meeting, which is available on the aforementioned website.
The lists for the appointment of the Board of Directors must be accompanied by the following documents, or they will be considered inadmissible:

• declarations of candidates accepting their candidature;
• exhaustive information on their personal and professional characteristics;
• declarations of candidates stating that they meet the independence and integrity requirements in compliance with art. 148, paragraph 3, of Legislative Decree 58/98 and with Corporate Governance Code issued by Italian Stock Exchange, and stating the absence of causes for ineligibility or incompatibility;
• a document stating the identity of Shareholders presenting the lists and their total holding in Saipem's share capital.

The lists for the appointment of the Board of Statutory Auditors must be accompanied by the following documents:

• a document stating the identity of Shareholders presenting the lists and their total holding in Saipem's share capital;
• acceptance of their candidature;
• exhaustive information on personal and professional characteristics of candidates; a declaration by the candidates that they meet the requirements provided by the Law, the Articles of Association, and Issuers' Regulations in terms of cumulation of offices;
• a declaration by Shareholders other than those who hold, solely or jointly, a controlling or relative majority share, stating the absence of any relation as set forth in art. 144-quinquies with the latter.

All Shareholders wishing to present lists for the appointment of the Board of Directors and the Board of Statutory Auditors are invited to refer to the recommendations contained in Consob Notification DEM/9017893 of February 26, 2009.

Information regarding the Company's share capital

The authorised share capital is Euro 441,410,900 consisting of 441,410,900 shares with a nominal value of Euro 1 each, of which 441,272,508 are ordinary shares (with voting entitlement in ordinary and extraordinary Shareholders' meetings) and 138,392 savings shares (with voting entitlement in savings Shareholders' meetings only).
The shares are not divisible and each gives the right to one vote, excluding treasury shares held in the company portfolio as at the date of the Shareholders' Meeting.

Board of Directors

• Pietro Franco Tali
• Hugh James O'Donnell
• Roberto Jaquinto
• Jacques Leost
• Marco Mangiagalli
• Ian Wybrew-Bond

• Statutory Auditors
  
  • Paolo Andrea Colombo
  • Fabrizio Gardi
• Alternate Auditor
  
  • Giulio Gamba

Arca SGR S.p.A., Aureo Gestioni SGR p.A., BNL Gestioni SGR p.A., Ersel Asset Management SGR S.p.A., Fineco Asset Management S.p.A. SGR, Mediolanum Gestione Fondi SGR S.p.A., Mediolanum International Funds Limited, Monte Paschi Asset Management SGR S.p.A., Nextra Investment Management SGR S.p.A., Pioneer Asset Management S.A., Pioneer Investment Management SGR p.A., San Paolo Imi Asset Management SGR S.p.A.,representing more than 2% of ordinary shares, has lodged the following voting lists at company’s headquarters for the appointment of:

• Francesco Gatti
• Pierantonio Nebuloni
• Gesualdo Pianciamore

• Statutory Auditor
  
  • Fabio Venegoni
• Alternate Auditor
  
  • Luca Caretta