Saipem: 2014 Consolidated and draft Statutory Financial Statements; convening of the General Shareholders’meeting

The Board of Directors moved to propose that the Annual Shareholders’ Meeting forego the distribution of a dividend for ordinary shares. Pursuant to art.6 of the Articles of Association, 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 20, 2015 (ex-dividend date: May 18, 2015, record date: May 19, 2015). 

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 2014 Annual Financial Report will be  available on April 9, 2015 at Saipem’s Headquarters and shall be published on the Company’s website: www.saipem.com, on the authorised “Nis Storage” mechanism (www.emarketstorage.com) and on www.borsaitaliana.it. 

The Board of Directors approved the Report on “Saipem’s Corporate Governance and Shareholding Structure”, the “Saipem Sustainability Report” and the “Compensation Report”. These documents will be published on Saipem’s website at the same time as the 2014 Annual Financial Report.

At the proposal of the Compensation and Nomination Committee and to maintain continuity with last year’s plan, the Board of Directors moved to propose at the Annual Shareholders’ Meeting the approval of a long-term Monetary Incentive Plan 2015-2017 (“Plan”), which does not provide for the allocation of financial instruments but only of monetary incentives (1 allocation per year starting from October 2015), based on a performance target linked to the Saipem share price and  the return on Average Capital Employed (ROACE). 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 aim of the long-term Monetary Incentive Plan 2015-2017 is to improve alignment with shareholders’ interests in the medium-long term and to measure long-term profitability on the capital invested.  Like the Incentive Plan introduced in 2014, it is subject to the achievement of two performance indicators:  i) “total shareholder return” (weight 60%), linked to the share price performance and measured against a peer group panel of 6 major international Oil Service Industry competitors by market capitalization; and ii) the value of “ROACE” (weight 40%) The Plan provides for the allocation of monetary incentives from October 2015 onwards, which shall be paid out after the three-year vesting period, depending on performance. The Plan will end in 2020 with the payment of the 2017 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 under the terms of the Law.

Annual General Shareholders’ Meeting 
The Board of Directors convened the Annual General Shareholders’ Meeting to be held on April 30, 2015 (single call) called to resolve on the renewal of the Board of Directors and the appointment of an Alternate Auditor. 

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 accounting data and information correspond to the Company’s evidence and accounting books and entries. 

Saipem operates in the Engineering & Construction and Drilling businesses, with a strong bias towards oil & gas-related activities in 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: media.relations@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:
iCorporate
Tel: +39 02 4678752
Cell: +39 366 9134595
E-mail: saipem@icorporate.it

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