Market Abuse and Internal Dealing

Market Abuse 

The MSG Market Abuse is a necessary instrument to continually improve the definition of the process and resulting methods of implementation, in order to apply the legislative and regulatory provisions on market abuse, and, particularly, the obligations under EU Regulation no. 596/2014 (Market Abuse Regulation - MAR) and related implementation measures. Specifically, the MSG Market Abuse regulates the measures and procedures relating to both the internal management and external disclosure of Inside Information and Relevant Information regarding the Company and its subsidiaries.

The MSG Market Abuse provides detailed operational instructions that help Saipem to ensure, within its organisation and in its relations with third parties, that its conduct complies with European regulations, with due regard to specific features of the national institutional and operational framework.

The MSG Market Abuse, first issued on 9 May 2013, establishes the principles and rules that Saipem S.p.A. and the companies that it controls, directly and indirectly, in Italy and abroad, must adhere to for the management within Saipem and external communication of company documents and information regarding Saipem, with particular reference to Inside Information and Relevant Information. To this end, the MSG Market Abuse also regulates the establishment, keeping and updating of Lists of persons with access to Inside Information and Relevant Information, the identification of Relevant Parties and the means of notifying transactions executed, including through third parties, on shares issued by Saipem S.p.A. or on other financial instruments linked to these shares (“Internal Dealing”).

The MSG Market Abuse has been last updated by resolutions of the Board of Directors of Saipem S.p.A. on 19 April 2023 to reflect procedural and organizational updates.

Internal Dealing
 

For the purposes of Market Abuse procedures Relevant Parties are the members of the Board of Directors, the Board of Statutory Auditors, the Senior Managers with Strategic Responsibilities and the Persons closely associated with Relevant Parties.

In accordance with Board of Directors’ resolution on 13 December  2022, the Board of Directors, at the proposal of the CEO, identifies the Senior Managers with Strategic Responsibilities among the persons reporting directly to the Chief Executive Officer or the General Manager who have the power and responsibility, directly or indirectly, for planning, directing and controlling the Group’s activities.

Finally, the Board of Directors on 26 June 2024, appointed as Senior Managers with Strategic Responsibilities, until otherwise resolved: the Chief Financial Officer, the Officer Responsible for Financial Reporting, the General Counsel, the Chief Supply Chain, Digital and IT Officer, the Chief People, HSEQ and Sustainability Officer, the Chief Commercial Officer, the Chief Integrated Risk Management and Compliance Officer, the Chief Operating Officer Asset Based Services, the Chief Operating Officer Energy Carriers, the Chief Operating Officer Sustainable Infrastructures, the Chief Operating Officer Robotics and Industrialized Solutions, the Chief Operating Officer Offshore Wind, and the Chief Operating Officer Drilling.  

Legend

C = capital increase subscription
FA = free assignment of ordinary shares of Saipem S.p.A.
FA / S = free assignment and sell to cover taxes.
P = purchase
S = sale

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