Correction: Subsea 7 S.A. Launch of voluntary exchange offer to acquire all shares in Seaway 7 ASA – commencement of the offer period

13 Mar 2023 10:45 CET

Correction of URL to research.fearnleysecurities.no/transactions/

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Oslo – 13 March 2023 – Subsea 7 S.A. ("Subsea7") (Oslo Børs: SUBC, ADR: SUBCY)
refers to the stock exchange announcement published on 2 March 2023 regarding
the agreements to acquire 187,889,551 shares in Seaway 7 ASA ("Seaway7") from
Songa Capital AS, West Coast Invest AS and Lotus Marine AS (the “Transactions")
and the resolution to put forward a voluntary exchange offer to acquire the
remaining outstanding shares in Seaway7 (the "Offer").

Subsea7 hereby announces the launch of the Offer pursuant to the terms and
conditions set out in the offer document referred to below (the "Offer
Document").

The offer period will commence at 09:00 hours (CET) on 13 March 2023 and end at
16:30 hours (CEST) on 14 April 2023, unless extended by Subsea7 (the "Offer
Period").

Subject to the terms and conditions set out in the Offer Document, eligible
Seaway7 shareholders tendering their shares in accordance with the Offer will
receive 1 new Subsea7 share for every 22 Seaway7 shares, rounded down to the
nearest whole Subsea7 share (the "Consideration Shares"). Any entitlement to
fractional shares will be compensated in cash.

Based on the closing share price of Subsea7 of NOK 135.30 on 1 March 2023, the
day immediately preceding the announcement of the Offer, the NOK value of the
consideration was at the time of the announcement equal to NOK 6.15 per Seaway7
share.

Settlement of the Offer is expected to take place on 24 April 2023. The
Consideration Shares will not be eligible for the proposed NOK 4.00 per share
dividend of Subsea7, for which the record date is 21 April 2023.

The complete terms and conditions for the Offer, including a description of the
procedures for accepting the Offer, are set out in the Offer Document. The Offer
Document will be sent to all shareholders of Seaway7 registered in Seaway7’s
shareholder register in VPS on the date of the Offer Document, provided they are
resident in jurisdictions where the Offer Document may be lawfully distributed.

The Offer Document will also be available at
research.fearnleysecurities.no/transactions/.

The board of directors of Subsea7 has authorised the issuance of the
Consideration Shares to be delivered pursuant to the Offer.

Rune Magnus Lundetræ, the chairman of the board of directors of Seaway7, has
informed Subsea7 that he intends to tender his shares in Seaway7 in the Offer.

Following completion of the Transactions, expected to take place during March
2023, the Subsea7 Group will own 93.94% of the issued and outstanding share
capital of Seaway7. Subsea7 will, following completion of the Offer use its
right (and each remaining shareholder in Seaway7 would have the right to require
Subsea7) to initiate a compulsory acquisition (squeeze-out) of the remaining
Seaway7 shares not tendered in the Offer pursuant to Section 4-25 of the
Norwegian Public Limited Liability Companies Act.

Subsea7 will apply for a delisting off the Seaway7 shares from Euronext Growth
Oslo following the initiation of the compulsory acquisition.

About the Offeror:
Subsea7 is a global leader in the delivery of offshore projects and services for
the energy industry. Subsea7 makes the offshore energy transition possible
through the continuous evolution of lower-carbon oil and gas and by enabling the
growth of renewables and emerging energy. Subsea7’s offshore operations span
five decades, successfully completing over 1000+ projects.

Advisors:
Fearnley Securities AS is acting as receiving agent (the "Receiving Agent") and
Advokatfirmaet Wiersholm AS is acting as legal advisor to Subsea7. Wikborg Rein
Advokatfirma AS is acting as legal advisor to Seaway7.

Further information:
The Offer Document will be available on the website of the Receiving Agent at
research.fearnleysecurities.no/transactions/.

*******************************************************************************
Subsea7 creates sustainable value by delivering the offshore energy transition
solutions the world needs.

Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI
222100AIF0CBCY80AH62.
*******************************************************************************

Contact for investment community enquiries:
Katherine Tonks
Investor Relations Director
Tel +44 20 8210 5568
ir@subsea7.com

Forward-Looking Statements: This announcement may contain ‘forward-looking
statements’ (within the meaning of the safe harbour provisions of the U.S.
Private Securities Litigation Reform Act of 1995). These statements relate to
our current expectations, beliefs, intentions, assumptions or strategies
regarding the future and are subject to known and unknown risks that could cause
actual results, performance or events to differ materially from those expressed
or implied in these statements. Forward-looking statements may be identified by
the use of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’,
‘future’, ‘goal’, ‘intend’, ‘likely’ ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’,
‘strategy’ ‘will’, and similar expressions. The principal risks which could
affect future operations of the Group are described in the ‘Risk Management’
section of the Group’s Annual Report and Consolidated Financial Statements.
Factors that may cause actual and future results and trends to differ materially
from our forward-looking statements include (but are not limited to): (i) our
ability to deliver fixed price projects in accordance with client expectations
and within the parameters of our bids, and to avoid cost overruns; (ii) our
ability to collect receivables, negotiate variation orders and collect the
related revenue; (iii) our ability to recover costs on significant projects;
(iv) capital expenditure by oil and gas companies, which is affected by
fluctuations in the price of, and demand for, crude oil and natural gas; (v)
unanticipated delays or cancellation of projects included in our backlog; (vi)
competition and price fluctuations in the markets and businesses in which we
operate; (vii) the loss of, or deterioration in our relationship with, any
significant clients; (viii) the outcome of legal proceedings or governmental
inquiries; (ix) uncertainties inherent in operating internationally, including
economic, political and social instability, boycotts or embargoes, labour
unrest, changes in foreign governmental regulations, corruption and currency
fluctuations; (x) the effects of a pandemic or epidemic or a natural disaster;
(xi) liability to third parties for the failure of our joint venture partners to
fulfil their obligations; (xii) changes in, or our failure to comply with,
applicable laws and regulations (including regulatory measures addressing
climate change); (xiii) operating hazards, including spills, environmental
damage, personal or property damage and business interruptions caused by adverse
weather; (xiv) equipment or mechanical failures, which could increase costs,
impair revenue and result in penalties for failure to meet project completion
requirements; (xv) the timely delivery of vessels on order and the timely
completion of ship conversion programmes; (xvi) our ability to keep pace with
technological changes and the impact of potential information technology, cyber
security or data security breaches; and (xvii) the effectiveness of our
disclosure controls and procedures and internal control over financial
reporting. Many of these factors are beyond our ability to control or predict.
Given these uncertainties, you should not place undue reliance on the
forward-looking statements. Each forward-looking statement speaks only as of the
date of this announcement. We undertake no obligation to update publicly or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

More information:
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