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Shareholding structure

(pursuant to Article 123-bis of Law Decree No. 58 of February 24, 1998 - TUF at December 31, 2010)

Share capital distribution

- At December 31, 2010, the share capital of Saipem SpA amounted to 9441,410,900, fully paid up and comprising No. 441,270,452 ordinary shares, equal to 99.97% of the share capital, with a nominal value of € 1 each, and No. 140,448 savings shares, equal to 0.03% of the share capital, with a nominal value of € 1 each, both of which are listed on the Computerised 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 confirmed 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, 2010, are (see Table 1):

Shareholders   Shares held   % of capital 
Eni SpA   189,423,307   42.91 
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 area based on 2009 dividend payments
Shareholders   Number of shareholders
 Shares held  % of capital
Italy   29,394   277,137,238 (*)    62.78 
Other EU Member States    940   52,599,480   11.91 
Americas   734   63,677,953   14.43 
UK and Ireland    310   24,491,073   5.55 
Other European States    102   4,310,762   0.98 
Rest of the World 
 232   19,194,394   4.35 
Total   31,712   441,410,900   100.00 
(*) Includes treasury shares with no dividend entitlement.

Shareholders by amount of shares held based on 2009 dividend payments
Shareholders   Number of shareholders
 Shares held  % of capital
 > 10%   1   189,423,307   42.91 
 > 2%   4   58,200,756   13.18 
 1% - 2%   9   59,200,110   13.41 
 0.5% - 1%   6   18,874,657   4.28 
 0.3% - 0.5%   14   25,244,128   5.72 
 0.1% - 0.3%   49   34,208,488   7.75 
≤ 0.1%  31,629   56,259,454   12.75 
 Total   31,712   441,410,900   100.00 

Shareholders rights restrictions

- 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.

Agreements as per Article 122 of Law 58/1998

- No known agreements exist amongst Shareholders, as per Article 122 of Law 58/1998.

Change of control clauses

- 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, 2010, amounted to a total of € 3,887 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 € 27 million;
  • bank guarantees amounting to a total of € 5,688 million.
    Should there be a change of control, Saipem may be requested to release all Eni lines of credit currently utilised 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 93.4 million.

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.

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 13).
With regard to the information required by Consob Notification dated February 24, 2011 relating to succession plans for Executive Directors, Saipem informs that, 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, 2010 was 3,710,372, equal to 0.84% 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.