Shareholding structure

(pursuant to Article 123-bis, paragraph 1, of Law 58/1998 as at December 31, 2011)

Share capital distribution

  • At December 31, 2011, the share capital of Saipem SpA amounted to €441,410,900, fully paid-up and comprising No. 441,275,452 ordinary shares, equal to 99.97% of the share capital, with a nominal value of €1 each, and No. 135,448 savings shares, equal to 0.03% of the share capital, with a nominal value of €1 each, both of which are listed on the Computerized Share Trading Market (Mercato Telematico Azionario) managed by Borsa Italiana SpA. Shares cannot be divided and each share carries the entitlement of one vote. Saipem’s Shareholders enjoy, and are limited by, all relevant rights afforded by law. Savings shares are convertible at par with ordinary shares, without charges or time restrictions; they enjoy a higher dividend than ordinary shares equal to 3% of the nominal share value. On January 14, 2010, the Savings Shareholders’ Meeting appointed Mr Roberto Ramorini as their collective representative for the following three years (see Table 1). No other financial instruments have been issued by the Company that allocate the right to subscribe newly-issued shares.

Restrictions on the transfer of shares

  • No restrictions exist on the transfer of shares.

Relevant shareholdings

  • Based on information available and notifications received pursuant to Article 120 of Law 58/1998, Shareholders owning a stake in Saipem SpA in excess of 2% at December 31, 2011, are detailed in the table below (also see Table 1, page 29).

Special shareholders rights

  • All Shareholders enjoy the same rights.

Shareholding of employees: exercise of voting rights

  • Employees holding Saipem’s shares enjoy the same voting rights as ordinary shareholders.

Voting rights restrictions

  • No restrictions exist on voting rights.

Shareholders agreements as per Article 122 of Law 58/1998

  • No known agreements exist amongst Shareholders, as per Article 122 of Law 58/1998.
Shareholders
Shares held
% of capital
Eni SpA  189,423,307  42.910 
Capital Research and Management Co  21,656,293  4.908 
FMR Llc  15,223,856  3.450 
Blackrock Inc  12,421,763  2.815 
FIL Ltd  8,898,844  2.016 
Shareholders by geographical area based on 2010 dividend payments
Shareholders
Number of shareholders
Shares held
% of capital
Italy
25,379  232,593,720 (*)  52.69 
Other EU Member States 1,116  63,630,089  14.42 
Americas
814  78,136,061  17.70 
UK e Irland
348  34,169,372  7.74 
Other European States
106  7,474,871  1.69 
Rest of the World
277  25,406,787  5.76 
Total
28,040  441,410,900  100.00 
(*) Includes No. 3,143,472 treasury shares with no dividend entitlement.
Shareholders by amount of shares held based on 2010 dividend payments
Shareholders
Number of shareholders
Shares held
% of capital
> 10%  189,423,307  42.91 
> 2%  58,200,756  13.18 
1% - 2%  36,813,204  8.34 
0,5% - 1%  27,831,897  6.31 
0,3% - 0,5%  14  25,383,620  5.75 
0,1% - 0,3%  66  46,439,124  10.52 
≤ 0,1%  27,940  57,318,992  12.99 
Total
28,040  441,410,900  100.00 

Change of control clauses (pursuant to Article 123-bis, paragraph 1, letter h), of Law 58/1998) and statutory provisions for takeover bids (Article 104, paragraph 1-ter and Article 104-bis, paragraph 1)

  • Saipem and its subsidiaries are not parties to any significant agreements that would become effective, be modified or be extinguished in the event of a change in the identity of the shareholders who currently control Saipem, except from the following:
    • financing currently held with third-party credit institutions or with Eni, which, at December 31, 2011, amounted to a total of €3,386 million. Should there be a change of control, Saipem may be requested to repay the loaned capital and related interests in advance of the contractual terms and conditions. Replacing the aforementioned financing on the market and taking into account the adjustment in the risk profile of the Company, would result in an increased annual financial outlay estimated at approximately €29.5 million;
    • bank guarantees amounting to a total of €5,427 million. Should there be a change of control, Saipem may be requested to release all Eni lines of credit currently utilized against bank guarantees. Replacing existing lines of credit on the market, taking into account the adjustment in the risk profile of the Company, would result in an increased annual financial outlay estimated at approximately €7.2 million.
  • In terms of takeover bids, Saipem’s Articles of Association complies with the provisions of Passivity Rule set forth in Article 104, paragraphs 1 and 2 of Law 58/1998, and does not provide for the application of the breakthrough provisions set forth in Article 104-bis, paragraphs 2 and 3 of Law 58/1998.

Indemnification for Directors in case of dismissal (without just cause), resignation or termination following a public purchase offer

  • There are no agreements indemnifying Directors in case of dismissal/revocation of their appointment without just cause, resignation or termination following a public purchase offer. Current Stock Option Plans provide that, in cases of consensual employment termination, or termination of the Assignee by the company for reasons relating to the company’s operations, for ‘objective just cause’, the Assignee retains the right to exercise the options within the constraints set forth in Stock Option Regulations and for reduced quantities.
    In the event of employment being terminated unilaterally by the Assignee or dismissal by the Company for ‘subjective just cause’ or for ‘just cause’ before the end of the vesting period, the Options become null and void. Additional information is provided in the Compensation Report, issued pursuant to Article 123-ter of Law 58/1998.

Directors’ appointment or replacement, and modifications to the Articles of Association

  • Procedures regulating the appointment of Board Directors are illustrated under the item ‘Board of Directors’. The Board of Directors has the power to amend the Articles of Association to comply with the provisions of law and has all powers granted by Article 2365 of the Italian Civil Code, and Article 20 of Articles of Association (please refer to paragraph ‘Responsibilities and Powers of the Board of Directors’, page 16).

Succession Plans

In consideration of the nature of the Company’s shareholding structure, no provisions have been made for a succession plan of Saipem’s Executive Directors.

Share capital increases and buy-back of treasury shares

  • The Board of Directors does not have the power to increase the share capital, pursuant to Article 2343 of the Italian Civil Code. The number of treasury shares held by the Company at December 31, 2011 was 3,143,472, equal to 0.71% of the share capital. The Shareholders’ Meeting had resolved to buy-back shares for allocation to the Stock Option Plans from 2002 to 2008. This resolution is no longer valid.

Direction and coordination (pursuant to Article 2497 of the Italian Civil Code)

  • The Company is subject to the direction and coordination of Eni SpA, pursuant to Article 2497 (and subsequent amendments) of the Italian Civil Code.