Saipem: 2013 Consolidated and draft Statutory Financial Statements; convening of the General Shareholders’ meeting

The Board of Directors moved to propose at the Annual Shareholders’ Meeting to forego the distribution of a dividend for ordinary shares. Pursuant to art.6 of the Articles of Association (as is mandatory), a dividend will be distributed for savings shares, amounting to 5% of the nominal value, i.e. €0.05 per share.  This dividend will be paid from May 22, 2014 (ex-dividend date: May 19, 2014). 

The Consolidated and draft Statutory Financial Statements of Saipem S.p.A. have been made available to the Board of Statutory Auditors and the Independent Auditors, together with the Directors’ Report.  The 2013 Annual Financial Report will be duly available at Saipem’s Headquarters and shall be published on the Company’s website: www.saipem.com. 

The Board of Directors approved the following Reports:  
• “Saipem’s Corporate Governance and Shareholding Structure”,  
• “Saipem Sustainability Report”,
• “Compensation Report”.  
These documents will be published on Saipem’s website at the same time as the 2013 Annual Financial Report. 

At the proposal of the Compensation and Nomination Committee, the Board of Directors also moved to propose at the Annual Shareholders’ Meeting the approval of a long-term Monetary Incentive Plan (“Plan”), which does not provide for the allocation of financial instruments but only of monetary incentives, based on a performance target linked to the Saipem share price and to the return on Invested Capital. This proposal has been prepared in compliance with art. 114-bis of Law Decree 58/98 of February 24, 1998, and takes into account Consob’s provisions for the implementation of compensation plans based on the allocation of financial instruments to Corporate Officers, Employees and Collaborators. This Plan applies to Saipem and its subsidiaries and is considered of “major significance” pursuant to art. 84 – bis, paragraph 2, of Issuers’ Regulations since it is aimed at individuals identified under art. 114 – bis of Law Decree 58/98 (TUF), specifically i) the CEO and ii) Senior Managers of Saipem and its subsidiaries directly responsible for company results or of strategic interest. The long-term Monetary Incentive Plan was first introduced in 2010 as a tool to motivate and retain the Company’s top management.  It was subject to the achievement of the relative target “adjusted net profit + depreciation and amortization”, measured against a peer group panel. The new Plan has the same objectives; however, it is subject to the achievement of a different performance indicator, “total shareholder return” (weight 60%), linked to the share price performance and the value of “ROACE” (weight 40%); this is to improve alignment with shareholders’ interests in the medium-long term and to measure long-term profitability on the capital invested. Annual TSR results are measured in terms of positioning against a peer group of six major international competitors by capitalization in the Oil Services Industry. The Plan provides for the allocation of monetary incentives from October 2014 onwards, which shall be paid out after the three-year vesting period, depending on performance.  The Plan will end in 2017 with the payment of the 2014 allocation, at the end of the vesting period. The entity of the incentives will be a percentage of the fixed remuneration, consistent with Saipem’s compensation policy. 

The Information Document prepared in compliance with art. 114-bis of Law Decree 58/98 and art. 84-bis of Consob Issuers’ Regulations shall be made available to the public in due course.  

Annual General Shareholders’ Meeting
The Board of Directors convened the Annual General Shareholders’ Meeting to be held on May 6, 2014 (single call) also for the renewal of the corporate bodies. 

Saipem’s Chief Financial and Compliance Officer, Alberto Chiarini, in his capacity as Manager responsible for the preparation of the Company’s financial reports, certifies, pursuant to art. 154-bis paragraph 2 of Legislative Decree no. 58/1998, that data and information correspond to the Company’s evidence and accounting books and entries. 

remote areas and deep-waters. Saipem is a leader in the provision of engineering, procurement, project management and construction services with distinctive capabilities in the design and execution of large-scale offshore and onshore projects, and technological competences such as gas monetization and heavy oil exploitation.

Website: www.saipem.com
Switchboard: +39 0244231 
Shareholder Information: Saipem S.p.A., Via Martiri di Cefalonia, 67 - 20097 San Donato Milanese (MI), Italy

Institutional relations and communication:
Tel.: +39-02520.34088
E-mail: erika.mandraffino@saipem.com 

Relations with institutional investors and financial analysts:
Tel.: +39-02520.34653
Fax: +39-02520.54295
E-mail: investor.relations@saipem.com

Media relations:
Barabino & Partners
Tel: +39-0272023535
Cell: +39-3282668196
E-Mail: a.paganomariano@barabino.it 

RLM Finsbury
Tel: +44 (0)20 7251 3801
E-mail: saipem@rlmfinsbury.com