Subsea 7 S.A

Item 1: Folketrygdfondet supports the merger between Subsea7 and Saipem, but wish to clarify our position regarding the governance structure of the combined entity, specifically the introduction of loyalty shares (double voting rights) as outlined in the proposed by-laws.

The principle of “one share – one vote” reflects a fundamental expectation of equal treatment of shareholders, as set out in the Norwegian Code of Practice for Corporate Governance (NUES). Mechanisms that enhance voting rights based on holding period and registration status represent, in our view, a significant deviation from this principle. NUES emphasizes: Equal treatment of shareholders (Section 4), and that companies should not restrict voting rights or ownership rights for any class of shareholders (Section 5). 

While the new structure retains one formal share class, introducing time-based voting asymmetry is in practice a form of unequal voting power that challenges our preferred arrangement.

We therefore register our principled opposition to the inclusion of loyalty voting rights in the by-laws of the combined company.

Folketrygdfondet votes FOR proposal no. 1 with this clarification.