Exercising the right of withdrawal - results: effectiveness of mandatory conversion of savings shares into ordinary shares. notice pursuant to articles 72 and 84 of CONSOB regulation no. 11971/1999

Wed, 06/18/2025 - 18:25

THIS PRESS RELEASE AND ANY INFORMATION CONTAINED IN THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, TO “PERSONS RESIDENT IN THE UNITED STATES” (AS DEFINED IN THE UNITED STATES SECURITIES ACT OF 1933) OR IN ANY JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAWS.

Milan, June 18, 2025 - Saipem S.p.A. (“Saipem”) informs that, on June 10, 2025, the deadline expired for the exercise of the right of withdrawal by savings shareholders following the resolution related to the mandatory conversion of all existing savings shares into 74,130 ordinary shares approved by the Company’s Special Meeting on May 8, 2025 (“Mandatory Conversion”). Based on communications received by the Company, none of the Shareholders exercised their right of withdrawal.

Saipem also announces that, as agreed with Borsa Italiana S.p.A., the Mandatory Conversion - which will result in the entitled Shareholders receiving no. 70 new Saipem ordinary shares for each savings share held - will become effective on June 23, 2025, and, on that date, savings shares will be delisted from Euronext Milan. Therefore, from that date, only Saipem's ordinary shares will be traded on Euronext Milan. The last Saipem savings shares trading day on Euronext Milan will be June 20, 2025. Upon completion of the Mandatory Conversion, Saipem's share capital of €501,669,790.83 will be comprised of 1,995,631,862 ordinary shares with no par value.

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This notice is posted at www.saipem.com (section “Governance” | “Shareholders' Meeting” | “Special Meeting of Savings Shareholders 2025”) and will be published in the newspaper “Il Sole24Ore” on June 19, 2025.

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This press release is for informational purposes only and is not intended and does not constitute an offer or invitation to exchange, sell or a solicitation of an offer to subscribe or purchase, or an invitation to exchange, purchase or subscribe for any financial instrument or any part of the business or assets described herein, any other interest or a solicitation of any vote or approval in any jurisdiction, in connection with this transaction or otherwise, nor will any sale, issue or transfer of financial instruments take place in any jurisdiction in violation of applicable law. This press release should not be construed in any way as a recommendation to anyone reading it. No offer of financial instruments will be made. This press release is not a prospectus, financial product information document or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017. The making available, publication or distribution of this document in certain jurisdictions may be restricted by law, and persons in jurisdictions where this document is released, published or distributed should inform themselves and observe such restrictions. This press release does not constitute an offer to sell financial instruments in the United States pursuant to the US Securities Act of 1933 (the “Securities Act”) or in any other jurisdiction where it is illegal to do so, or a solicitation of votes. The financial instruments referred to in this press release have not been and will not be registered under the Securities Act or the laws of any state of the United States, and any representation to the contrary is a violation of the law. The financial instruments referred to in this press release may not be offered or sold in the United States or to, or on behalf of or for the benefit of, U.S. Persons, as defined in Regulation S under the Securities Act, except pursuant to an exemption or in a transaction not subject to the registration requirements of the Securities Act and applicable state or local laws governing financial instruments.

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Saipem is a global leader in the engineering and construction of major projects for the energy and infrastructure sectors, both offshore and onshore. Saipem is a “One Company” organized into business lines: Asset Based Services, Drilling, Energy Carriers, Offshore Wind, Sustainable Infrastructures, Robotics & Industrialized Solutions. The company has 6 (six) fabrication yards and an offshore fleet of 17 owned construction vessels and 14 drilling rigs, of which 9 owned. Always oriented towards technological innovation, the company’s purpose is “Engineering for a sustainable future”. As such Saipem is committed every day to supporting its clients on the energy transition pathway towards Net Zero, with increasingly digital means, technologies, and processes geared towards environmental sustainability. Listed on the Milan Stock Exchange, it is present in over 50 countries worldwide and has 30 thousand employees of 130 different nationalities.