Annual Report 2025

DELIVERING

SUSTAINABLE

VALUE FOR OUR

STAKEHOLDERS

Contents

Strategic Report

At a Glance 2

Chairman’s Statement 4

Our World 6

Chief Executive Officer’s Review 8

Our Strategy 10

Our Operations 12

Regional Overview 16

Case Study: Norway 18

Our Markets 20

Business Unit Financial Review 22

Sustainability 24

Our People 28

Risk Management Overview 30

Governance

Governance Overview 48

Board of Directors 50

Executive Management Team 52

Corporate Governance Report 54

Remuneration Report 65

Sustainability Statements

Introduction 72

General Disclosures 73

Environmental Disclosures 81

Social Disclosures 97

Governance Disclosures 115

Appendix 122

Limited Assurance Report on

Sustainability Information 127

Consolidated Financial

Statements

Financial Review 130

Consolidated

FinancialStatements 138

Subsea 7 S.A. Financial

Statements

Subsea 7 S.A.

FinancialStatements 215

Other Information

Glossary 229

Supplementary Information 231

Subsea 7 S.A. | Annual Report 2025

AT A GLANCE

Our vision

To make possible the global delivery of offshore energy for today and tomorrow.

Our strategy

We create sustainable value by delivering offshore energy transition

solutions, building subsea infrastructure to move electrons and molecules.

Continuous evolution of lower-carbon oil and gas

We design and install subsea systems that leverage enabling products,

digitalisation and lower-carbon-intensity solutions. We create value for our

clients by accelerating field developments and optimising field economics.

Enabling the growth of renewables and emerging energy

We deliver projects in offshore wind and carbon capture and storage, and

weintegrate energy systems through electrification. We perform studies that

support our long-term strategic positioning in floating wind and hydrogen.

How we ‘make possible’

We have a long track record of delivering complex projects, leveraging

strong expertise and experience, as well as our modern, capable fleet.

We have six key differentiators that support our strategy:

• Early engagement and system innovation

• Collaboration and partnerships

• Integrated services

• Sustainable delivery

• Digital solutions

• Enabling products

Our business units

Subsea7 reports financial results for three business units:

Subsea and Conventional

Focused on oil and gas and CCS, operating under the Subsea7 brand

Renewables

Focused on fixed offshore wind and including our early-stage

strategy infloating wind. It operates under the Seaway7 brand

Corporate

Including our autonomous subsidiaries Xodus and 4Subsea

SUBSEA7 AT A GLANCE

13,821

People

Countries

Projects completed in 2025

8,000+

Suppliers

Vessels at year end

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

‘Global enabler’ rigid pipelay vessels

2025 financial performance

Order intake

$9.0bn

Revenue

$7.1bn

Adjusted EBITDA

$1,480m

Net income

$404m

2024: $217m

Net cash/(debt)

$21m

2024: $(602)m

Free cash flow

$1,190m

2024: $583m

Liquidity

$1.6bn

2024: $1.3bn

Seven Vega

Built in 2020

Rigid pipe diameter: 4”–20”

Type: Reel-lay

Seven Oceans

Built in 2007

Rigid pipe diameter: 6”–16”

Type: Reel-lay

Seven Borealis

Built in 2012

Rigid pipe diameter: 4”–46”

Type: S-lay, J-lay

Seven Navica

Built in 1999

Rigid pipe diameter: 2”–16”

Type: Reel-lay

1.07.92025

1.46.62024

Subsea and Conventional

Renewables

1.25.82025

1.25.52024

2021,3052025

1858972024

Graphics exclude the Corporate business unit

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Subsea7 delivered strong results in 2025, with Group

revenue of $7.1 billion, up 4% year-on-year, and Adjusted

EBITDA of $1.5 billion, up 36%. The improvement in margin

to 21% from 16% in the prior year was driven by both excellent

operational performance in executing our portfolio of projects,

and the continued shift in the composition of our backlog

towards contracts won in a more favourable environment.

In 2025, the Group continued to emphasise the importance

of cash generation and balance sheet strength, ensuring we

retain the flexibility and agility to seize opportunities, while

safeguarding shareholder value through the cycle. I was

pleased with the cash conversion of 1.1 times in 2025 and,

with net cash at year end of $21 million, the Group’s

financial position is robust.

In 2025, the Group maintained its selective approach

tobidding for new work in order to preserve our future

financial performance. With the strong demand for our

services, our backlog touched a new record high of nearly

$14 billion during the year.

Positioning for the next decade in energy

Over the past year, society at large and energy

stakeholders specifically have adopted an approach to the

energy transition which is more in line with the underlying

realities. This has been reflected in our clients’ strategies

which acknowledge the need to continue developing

hydrocarbon resources as part of the broad mix to meet

thegrowth in global energy demand.

At the same time, our clients remain committed to

capitaldiscipline, balance sheet strength, and their own

shareholder returns. Thus recent volatility in commodity

prices and cash flow generation has driven greater

selectivity from our clients, prioritising developments

thatoffer the strongest returns.

This reaffirms our long-standing strategy to focus on

theeconomically attractive deepwater subsea market.

Therenewed emphasis on exploration and appraisal to

replenish deepwater reserves supports our confidence

inthe long-term outlook for both greenfield and tie-back

developments. While some offshore wind markets have

undergone restructuring, the need and drive for renewable

energy remains clear.

Our worldwide operations can be affected by factors

whichare subject to change every day, including politics

and regulatory regimes, war and terrorism, epidemics and

natural catastrophes, as well as the economy and foreign

exchange rates. Some of these are beyond our control

and,historically, complete stability has never occurred

intheenergy sector. Such risks are shared with our clients

and suppliers as best we can through protection in our

contracts. Our ability to anticipate and manage these

possible risks, and to adapt to new challenges as they

occur, is important to our success.

A transformative merger

Subsea7 has been an active consolidator, bringing together

the skills and experience of around 30 companies, through

mergers, acquisitions and joint ventures, to create a leading

player in the subsea industry. In 2025, we announced the

next phase of this journey: the proposed merger of equals

with Saipem to create Saipem7. Our vision is simple – to

create a global leader in energy services, equipped with

thescale and resources to address our clients’ requirements

for larger and more complex deepwater development

projects in the coming decades. By combining the

complementary strengths of both companies, Saipem7

willoffer its clients a fleet of approximately 60 specialist

vessels, the expertise of over 40,000 people across more

than 60 countries incorporating a comprehensive range of

offshore and onshore services, and the financial capacity

todeliver multi-billion dollar developments.

The Board’s confidence in the proposed merger was

validated by our shareholders, who voted emphatically

insupport of the transaction at our Extraordinary General

Meeting in September 2025, with 99% of votes in favour.

This included approval of the return of €555 million in

special dividends before merger completion. Shareholders

will also benefit from annualised synergies of over

€300 million from 2029, a more efficient capital

expenditure programme, and greater scale in both

equityanddebtmarkets.

Leveraging technology for

enhancedprojectdelivery

While we navigate the process of obtaining regulatory

clearances for the transaction, the Board remains focused

on the successful delivery of projects. In 2025, the Group

completed 80 projects valued at $22 billion covering a

range of complex developments in challenging offshore

environments. With this momentum continuing into 2026,

the Group will continue to push performance by leveraging

innovation to optimise solutions and ensure reliability

forclients.

KRISTIAN SIEM

CHAIRMAN

TO THE

SHAREHOLDERS OF

SUBSEA 7 S.A.

CHAIR’S STATEMENT

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Subsea7 has long fostered a culture of innovation,

demonstrated by its portfolio of nearly 2,000 patents.

Whilemany represent incremental enhancements in the

continued evolution of our offering, others have a more

significant impact on the outcomes for our clients. Among

the most notable successes in 2025 was the introduction

ofadvanced software that extends the window of operability

of our vessels, allowing us to offer greater availability and

flexibility to our clients. Increasing the uptime of our flagship

deepwater pipelay vessel, Seven Vega, by over 10%, this

software is just one example of our drive for continued

performance enhancement.

Evolution of sustainability reporting

The Annual Report for 2025 represents the Group’s

secondyear of disclosures within the Corporate Sustainability

Reporting Directive (CSRD) framework. While the first year

of reporting naturally required a huge effort from our senior

management team, as well as our strategy, sustainability

and finance functions, the process remained onerous this

year. Representing an extra 60 pages of disclosures, the

2025 sustainability statements have involved an incremental

12,000 manhours across the organisation. I welcome the

EU’s current initiative to streamline European Sustainability

Reporting Standards (ESRS), aiming to help companies

produce sustainability statements that are clearer, more

concise and easier for investors and stakeholders to relate

to, while reducing the burden on the industry.

Shareholder returns

Subsea7 returned $376 million in the form of ordinary

cashdividends to shareholders in 2025 and intends to

return $400 million in 2026. In addition, before merger

completion, the Group will return the aforementioned

€555 million of special dividends. Together these represented

approximately 13% of the market capitalisation of Subsea7 as

at 25 February 2026.

The $3 billion already returned since 2012 underscores our

consistent focus on creating long-term shareholder value

and the strong alignment between the Board and our owners.

My thanks

I would like to express my appreciation to the 14,000

colleagues whose efforts and expertise were key to achieving

another year of strong operational and financial performance.

I am also thankful for the relationships we maintain with our

clients that, above all, are crucial to the safe delivery of

complex projects in challenging offshore environments.

Finally, I would like to express my appreciation for the

support of our shareholders, both as we continue to

execute the strategy of Subsea7, and for their strong

endorsement of our vision for the creation of a new

globalleader in energy services. We look forward to

anexciting future for Subsea7.

Kristian Siem

Chairman

25 February 2026

Safety

Our goal is an incident-free workplace. We work

every day, everywhere to make sure all our people

are safe.

Integrity

We apply the highest ethical standards in everything

we do. We treat clients, our people, partners and

suppliers fairly andwith respect.

Sustainability

We take a proactive approach towards our social

responsibilities, mitigate the impact of our activities

on our planet’s environment and respond to the

effects of climate change.

Performance

We are driven to achieve the outcomes our clients

want. We are trusted to achieve superior performance

from every project.

Collaboration

We work closely and openly together with clients,

partners and suppliers at a local and global level

todeliver safer and stronger results for all.

Innovation

We create smarter and simpler solutions to meet

the industry’s needs. We combine technology,

expertise, assets and partnerships to deliver

projects in new ways.

Our values

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

OUR WORLD

Subsea7 creates sustainable value by delivering the offshore energy

transition solutions theworld needs.

Continuous evolution of

lower-carbon oil and gas

We design and install subsea systems that

leverage enabling products, digitalisation and

lower-carbon-intensity solutions. We create

value for our clients by accelerating field

development and optimising field economics.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Lower-carbon oil and gas

Carbon capture

and storage

Fixed and floating wind

Hydrogen

Enabling the growth of renewables and emerging energy

We deliver projects in offshore wind and carbon capture and storage,

andweintegrate energy systems through electrification. We perform studies

thatsupportour long-term strategic positioning in floating wind and hydrogen.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

In 2025, Subsea7 delivered strong operational and financial

performance with revenue of $7.1 billion and Adjusted

EBITDA of $1.5 billion, a margin of 20.9%. While our

exposure to predominately late-cycle sectors of the energy

industry meant it took time to fully high-grade the backlog

during this upturn, we closed the year with an order book

approaching $14 billion of high-quality projects, providing

excellent visibility on the years ahead. These strong results

reflect not only our success in securing attractive work but

also the dedication of our onshore and offshore teams in

safely and reliably delivering for clients, guided by Subsea7’s

core Values: Safety, Integrity, Sustainability, Performance,

Collaboration, and Innovation.

Subsea and Conventional achieved its fifth consecutive

year of growth with revenue rising by 5% to $5.8 billion

andan Adjusted EBITDA margin of 22.6%, up from 16.3%

in2024. This strong performance reflects a balanced

market environment: deepwater development remains

highly attractive to clients while improved contract conditions

allow Subsea7 to continue to improve its return on capital.

In 2025, our activity encompassed a range of deepwater

projects including major greenfield projects in Brazil,

strategic gas developments in Türkiye, and tie-back

solutions in regions such as the US. Norway was an

especially active region for Subsea and Conventional

workthis year as we advanced a portfolio of developments

for Aker BP – more details of which can be found on pages

18 to 19.

Our Renewables business also reported solid results in

2025 marking a third year of progress, with growth in

Adjusted EBITDA of 9% and a margin of 16.6%, up from

15.0% last year. The continual improvement in margins since

2022 reflects the decisive action we took to become more

selective in our bidding strategy, combined with a strong

execution performance, leveraging our fleet of modern,

adaptable vessels. Our efforts remain centred on a number

of experienced developers in Europe and Taiwan with

whom we have a solid track record, and where funding is

secured and the regulatory environment is well understood.

Strong cash generation and a robust

balancesheet

Subsea7 generated operating cash flow of $1.5 billion

in2025, which, after capital expenditure of $281 million,

resulted in free cash flow of $1.2 billion. The primary focus

of our organic reinvestment was the maintenance of our

modern fleet of vessels to ensure optimal performance in

the busy years ahead, and to maximise their lifespan and

our return on investment. In addition, we remained committed

to returning capital to shareholders, with $376 million paid

in the form of dividends in 2025.

Overall net debt reduced by $622 million during the year,

resulting in a year-end net cash balance of $21 million,

including $365 million lease liabilities mainly related to vessel

charters. This leaves the Group in characteristically

solidfinancial health.

Executing our differentiated strategy

In 2025, the Group remained focused on delivering the

benefits of our well-embedded strategy, which utilises

oursix differentiators to unlock value for both our clients

and our shareholders. Each principle (Early Engagement,

Integrated Services, Digital Solutions, Collaborations and

Partnerships, Sustainable Delivery and Enabling Products,

as explained on pages 10 to 11) has played a part in our

success in 2025. Our differentiators have enabled us to

winhigh-quality work, achieve optimal execution, and

reinforce strong relationships with key clients. This has

been showcased in our activity in Norway, which accounted

for over $1 billion of revenue in 2025 and which saw us

deploy a full array of technologies including both rigid

andflexible pipes, umbilicals and pipeline bundles. These

projects reinforced the benefits to both client and solution

provider of an alliance relationship that enables long-term

resource planning and supply chain management, and

fosters a culture of innovation.

During the year, we continued to advance technologies

thatstrengthen our offering in subsea solutions. As

discussedon page 20, we rolled out a digital management

tool developed by our 4Subsea business, which allows

greater operational uptime of our vessels. This contributed

an additional 35 days of operational availability to our

flagship vessel, Seven Vega.

JOHN EVANS

CHIEF EXECUTIVE OFFICER

DELIVERING

VALUETHROUGH

OPERATIONAL

EXCELLENCE

CEO REVIEW

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

We also continued to push the industry’s operating

envelope, unlocking resources in the US with reservoir

pressures of up to 20,000 psi (‘20K’). In 2025, we

successfully engineered, fabricated and installed rigid

pipeline for our third such ultra high-pressure field –

Beacon’s Shenandoah project – and set a new record for

reel-lay installation. More details of our 20K successes are

discussed on page 20. The repeat orders we continue to

receive from blue-chip clients endorse our technology

strategy and reinforce Subsea7’s position at the forefront

of advancement in the energy industry.

Continued growth from a position of strength

From the low levels of 2020 to the healthy state of the

industry in 2025, Subsea7 has benefited from an upcycle

inthe deepwater market, alongside growth in offshore wind.

While the ‘stronger for longer’ mantra may be well-worn,

today’s industry dynamics support this view of our industry

more than ever.

While regulatory clearance for the proposed merger

withSaipem is still in progress, management remains

firmlycommitted to delivering ongoing projects to clients,

continuing to secure new high-quality contracts, and

motivating our workforce. With a strong backlog of nearly

$14 billion, of which approximately $7 billion is expected

tobe executed in 2026, we have high visibility on anticipated

revenue this year of approximately $7.0 to 7.4 billion. We

expect our Adjusted EBITDA margin to continue to improve

and reach approximately 22% in 2026. With a disciplined

approach to reinvestment, we plan capital expenditure

of$350 to 380 million in 2026, yielding significant cash

generation. Overall, I am confident that the resilience of

theenergy market, combined with our differentiated

offering and our strong track record of delivery,

continuesto position Subsea7 for success.

My thanks go to all our colleagues around the world for

their dedication and commitment throughout 2025. It has

been a year of significant achievement, and their focus

hasbeen central to the Group’s accomplishments.

John Evans

Chief Executive Officer

A differentiated offering

• Positioned in structural growth energy markets of

today and tomorrow.

• A full suite of subsea and offshore wind

solutionsto move hydrocarbon molecules and

electrons subsea.

• World-class fleet of high-specification

enablingvessels.

• Subsea Integration Alliance with OneSubsea to

provide industry-leading subsea umbilicals, risers

and flowlines (SURF) and subsea production

systems (SPS) integrated offering.

Proven track record of delivery

• Robust project execution delivering large and

complex energy projects.

• Track record of strong project execution

acrossthe globe, managing a supply chain of

over8,000 suppliers.

• Creating value and unlocking developments

through early engagement and customer alliances.

Financial performance

• $14 billion backlog of high-quality projects with

resilient economics provides visibility on 2026

andbeyond.

• High visibility on revenue for 2026, and on track

toachieve an Adjusted EBITDA margin of

approximately 22%, up from 21% in 2025.

• Balance sheet strength, with net cash of$21 million,

provides client and investorassurance.

Shareholder returns

• Shareholder returns underpinned by high cash

generation in 2026 and beyond.

• Use of excess cash assessed annually by the Board.

• Track record of delivering capital returns, with over

$3 billion returned since 2012.

Investment case

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

ENABLING PRODUCTS – EHTF

Our Electrically Heat-Traced Flowlines (EHTFs) enable longer tie-backs, reducing the need

for surface facilities in the development of satellite resources.

FIND OUT MORE ABOUT THE EHTF HERE

Early engagement and system innovation

We bring our clients supplier-led solutions during the early phase

ofdevelopment, including state-of-the-art technology and innovation,

enabling optimisation of field architecture. We work with the supply

chain and our own fleet schedules to secure capacity and guarantee

project schedules. Use of our carbon estimator tool can reduce a

development’s carbon footprint by optimising the volume of steel

andvessel utilisation. A deep understanding of the project challenges

allows us to collaborate with all stakeholders to mitigate risk. Overall,

we help our clients optimise their capital expenditure and life-of-field

operating expenses to improve breakeven oil price economics. We

achieve this with our Field Development Group of engineers and

experts from key disciplines across the Group, as well as through

Xodus, our autonomous subsidiary that provides consulting services.

Integrated services

Subsea7 offers integrated subsea umbilicals, risers and flowlines

(SURF) and subsea production systems (SPS) solutions through

Subsea Integration Alliance (SIA), our partnership with OneSubsea.

Integration offers clients cost efficiency, streamlined operations,

enhanced project execution and improved overall performance.

Reflecting its success, the alliance has been awarded contracts

worthover $8 billion since inception. In 2025, Subsea Integration

Alliance signed its first contract within its new global integrated

framework agreement with bp, for its Ginger field in Trinidad and

Tobago. Building on a long-standing successful relationship, the

global agreement establishes a new way of working that enables

system-level optimisation through increased transparency and

earlyengagement.

Digital solutions

Subsea7’s digitalisation strategy focuses on early engagement and

project delivery. Ocean Plan is a proprietary platform that helps us

accelerate and optimise developments using a catalogue of products

to build virtual field architectures. It allows clients to assess capital

expenditure, operating costs and emissions for various scenarios

andfield designs. During the delivery phase, we use product

catalogues, automated engineering workflows and collaborative

deliverable management software to improve the control, speed and

efficiency ofour project delivery. We use data-driven decision-making

to optimise our planning and our vessel operability to maximise our

productivity and deliver predictable performance to our clients.

Wecollate the data we generate throughout the project lifecycle

toenable streamlined handover to operations and continuous

organisational learning. 

OUR DIFFERENTIATORS

OUR STRATEGY

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Collaboration and partnerships

Collaboration is a core Value of Subsea7. We have a long-term track

record of working together to address thechallenges of delivering

solutions for complex projects. We draw on the expertise of our

engineers, experience ofour project and supply chain managers

andour high-specification, modern fleet of vessels.

This is reflected in the success of alliances with companies such as

Aker BP, bp and Equinor, and close collaboration with Shell, Chevron,

several independent exploration and production companies and SSE

Renewables. There isan increasing trend of clients coming directly to

Subsea7 to sole-source their developments to minimise the tendering

process, accelerate developments and achieve first production or first

powersooner.

Sustainable delivery

Sustainable delivery prioritises the material areas that create value

forSubsea7 and its stakeholders. We communicate our sustainability

through three pillars: i) Solutions for the world’s energy needs, focused

on delivering offshore energy for today and tomorrow and addressing

our greenhouse gas (GHG) emissions; ii) Safety and people including

health and safety, talent attraction, development and retention,

anddiversity and inclusion (D&I); iii) Acting responsibly, centred

onmaintaining high standards of behaviour and ensuring compliance

withlegal and regulatory requirements, promoting transparency

andaccountability, and fostering a strong culture of integrity.

Thesepillarsare designed to help Subsea7 contribute positively

to≈theglobalsustainability agenda while achieving long-term value

creation for thebusiness and its stakeholders.

Enabling products

Subsea7’s strategy of enabling products focuses on delivering

innovative and cost-effective solutions, leveraging extensive experience

and technical expertise. These products include advanced riser

andflowline systems, subsea processing, flow control and metering

solutions as well as digital solutions for enhanced operational efficiency.

Subsea7’s enabling products are designed to improve project execution,

reduce costs and ensure the integrity and reliability of offshore

installations. By integrating these products into our offerings, Subsea7

aims to provide clients with comprehensive solutions that address the

challenges of complex energy projects, ultimately driving value and

sustainability in the offshore energy sector. An example of our

enabling products, bundle pipelines, isoutlined below.

ENABLING PRODUCTS – BUNDLE PIPELINES

In 2025, Subsea7 launched two bundle pipelines for Aker BP’s Yggdrasil field.

WATCH THE LAUNCH FROM OUR WICK, UK BASE HERE

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

DELIVERING INCREASED

PROFITABILITY

OUR OPERATIONS

2020 2021 2022 2023 2024 2025 2026

$0.3bn

$0.5bn

$0.6bn

$0.7bn

$1.1bn

$1.5bn

9.7%

10.4%

10.9%

12.0%

15.9%

20.9%

Guidance

~22%

Adjusted EBITDA

Consensus

Margin

$1.6bn

Over the past five years, Subsea7’s Adjusted

EBITDA has grown to $1.5 billion in 2025

from$0.3 billion in 2020. Around 80%

of≈theimprovement related to Subsea

andConventional, while 20% came from

ourRenewables business unit.

This growth was driven by both the volume and quality of

our projects, as well as our continued focus on operational

efficiency. Despite the improvement, our return on capital

employed, at 9%, remained below our weighted average

cost of capital, but we expect positive momentum to

continue, supported by our $14 billion backlog as well

asactive tendering on a strong portfolio of future

opportunities.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Between 2020 and 2022, a greater appetite for development activity by our clients

wasevident in our increasing backlog. In addition, since 2022, the pricing and terms

andconditions of our contracts have also been rebalanced, high-grading the quality

ofourbacklog today.

Renewables

Backlog progression by quarter ($bn)

• High backlog and visibility

• $5.7 billion for execution in 2026

• Selective bidding since 2022

• $1.2 billion for execution in 2026

3.8

8.1

7.0

8.5

9.0

Year

end

Year

end

Year

end

Year

end

Year

end

Year

end

11.7

2.0

0.8

1.3

2.0

2.1

Year

end

Year

end

Year

end

Year

end

Year

end

Year

end

2.1

Our pipeline of prospects expected to be tendered

in the coming year remains high at over $25 billion.

In Subsea and Conventional, clients continue to prioritise investment

of economically advantaged deepwater developments.

In Renewables, the long-term outlook was helped by the UK’s

allocation round 7, which should support demand for offshore

windinstallation capacity in 2029 and 2030.

Subsea and Conventional

Backlog progression by quarter ($bn)

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

CONTINUED MOMENTUM

ACROSS THE GLOBE

OUR OPERATIONS

In 2025, Subsea7 announced 22 new awards totalling

$7.0 billion. Our backlog of $13.8 billion spans 24

countries and encompasses work for over 30 clients.

Enabling the execution of these projects is our workforce of 13,821 people,

including 3,000 engineers and 5,500 offshore project and marine crew.

Our teams bring together colleagues of 111 nationalities, based in 33

countries, working together to deliver our projects safely and efficiently,

and creating value for our clients. Read more details about Our People

onpage 28.

Backlog by project size at the time of award:

$150–300m

$300–500m

$500–750m

$750m–$1.25bn

$1.25bn+

VISIT OUR WEBSITE TO SEE MORE DETAILS

OF WHAT WE DO AND WHERE WE OPERATE

35%

BACKLOG: BRAZIL

$4.5bn

In 2025, Subsea7 won the SURF contract for

Búzios11. Our Brazilian portfolio includes 9 projects,

including both EPCI and day-rate contracts. See

page 16 for more details.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

11%

41%

BACKLOG: NORWAY

$2.1bn

In 2025, Subsea7 was awarded six new contracts in

Norway ranging from $50 to 500 million for both EPCI

scopes as well as inspection, repair and maintenance (IRM).

More details of our Norwegian operations are on pages 18

and 19.

BACKLOG: TÜRKIYE

$1.7bn

In 2025, Subsea7 was awarded a third

major subsea project for the Sakarya

gas development. See page 16 for

moredetails.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

OUR GLOBAL OPERATIONS

REGIONAL OVERVIEW

BRAZIL TÜRKIYE

In 2025, Brazil represented 24% of

Subsea7’s revenue, reflecting progress

on six major EPCI projects, for Petrobras

and Equinor, aswell as the charter by

Petrobras offourpipelay support vessels

(PLSVs).

This portfolio of projects, representing over

30%ofGroup backlog at year end, supports a

largeengineering and project management team

inRiodeJaneiro, aswell as a spoolbase at Ubu.

During the year, Subsea7 delivered first oil on

Bacalhau, Equinor’s largest offshore field outside

Norway with a production capacity of more than

1 billion barrels of oil equivalent. The project was

awarded to Subsea Integration Alliance in June 2021

following front-endengineering and design by

thealliance to optimise the development solution.

Itencompassed 140 kilometres of rigid risers and

flowlines, as well as umbilicals and trees, in water

depths of 2,050 metres and utilised Seven Vega,

Seven Pacific, Seven Cruzeiro and Seven Merlin.

In2026, Subsea7 will progress the four other

EPCIprojects currently in the Brazilian backlog,

Mero4, Búzios 8, Búzios 9 and Búzios 11, which

togetherprovide revenue visibility to 2028 and

enablethe standardisation and operational

efficiencies associated with a sustained level of

activity on aportfolio of greenfield, pre-salt projects.

During the year, our four PLSVs commenced new

three-year contracts for Petrobras. These vessels

form part of Petrobras’s fleet of 15 PLSVs and are

typically used to recover and install flexible pipelines.

They represent a day-rate-based part of Subsea7’s

balanced portfolio of projects.

A country not previously associated

withthe offshore energy industry, Türkiye

emerged as a significant market in 2021

when Subsea7, in consortium with SLB

and OneSubsea, was awarded Phase 1

ofthestrategically important Sakarya

gasdevelopment.

The contract covered the well completions and

theEPCI of the subsea production systems, risers

andflowlines, and an early production facility, in a

first-of-its-kind, integrated onshore and offshore

development. Sakarya Phase 1 was a complex and

challenging project in the harsh environment of the

Black Sea, with elevated levels of hydrogen sulphide

and long tie-backs in ultra-deep waters. Nevertheless,

less than three years after award, the project achieved

first gas and, reflecting this success, by August 2025

Subsea7 had been awarded two more phases of

Sakarya by Turkish Petroleum.

In 2025, offshore activities focused on Phase 2 of

thedevelopment, with Seven Pacific and Seven Seas

installing umbilicals and flexible pipelines, and Seven

Vega beginning the installation of production risers

and injection pipelines. Meanwhile, engineering and

procurement was underway for Phase 3, with

offshoreactivities scheduled in 2027 and 2028.

In 2025, Türkiye represented 9% of revenue and,

atthe end of the year, was 13% of the Group’s backlog.

The sustained high level of work has enabled Subsea7

to develop a strong regional presence, including our

office in Istanbul. With further phases expected tobe

tendered in the coming years, Türkiye should remain

asignificant territory for Subsea7 as we support the

nation in achieving its energy goals.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

UK WIND NORTH AND CENTRAL AMERICA

Seaway7 has been a key contributor

tothe UK’s renewable energy sector

since 2009, building a strong track

recordthrough projects such as Greater

Gabbard, Beatrice, Triton Knoll, Moray

West and Seagreen. In 2025, this was

extended with the completion of Dogger

Bank A, B and C foundation installation,

continued progress on East Anglia

THREE and preparation works for East

Anglia TWO, Hornsea 3 and Inch Cape.

By the end of 2025, Seaway7 had supported

theinstallation of nearly 20 gigawatts (GW) of

windcapacity globally, reinforcing its role in delivering

large-scale renewable energy infrastructure projects.

In the UK, work on Dogger Bank A, B and C began

in2019, and by 2025 Seaway7 had completed the

installation of 277 monopiles and transition pieces,

while installation of turbines at Dogger Bank C will

continue into 2026. Delivering all three phases of

thislandmark project provided Seaway7 with an

opportunity to optimise processes and set new

benchmarks for efficiency. Each stage contributed

toimproved predictability andreduced cycle times.

Installation at East Anglia THREE began in March

2025, with Seaway Ventus completing a significant

portion of the 95-monopile scope by year end.

Thenext phase in 2026 will see continued monopile

installation and the commencement of inter-array

cable work by Seaway Aimery and Seaway Phoenix

alongside cable lay at Hornsea 3 and foundation

installation at Inch Cape. By 2027, activity will shift

tocable installation at East Anglia TWO, reinforcing

Seaway7’s role in enabling large-scale renewable

energy infrastructure.

Subsea7 executes work in the US,

Guyana,Trinidad and Tobago, and

Mexico, predominantly through its office

in Houston, US, as well as in Merida,

Mexico. Opened in 2023, the Merida

office has grown to a team of around

80and has become the latest success

inSubsea7’s strategy to attract

engineering talent innew regions.

In the US during 2025, Subsea7 partnered with

severalindependent oil companies, including Beacon

Offshore Energy, Talos and LLOG, to accelerate

projects from concept to first production, maximising

value for clients. This success was enabled by close

collaboration, underpinned by a proven track record

of delivery, which often allowed the direct award of

contracts to Subsea7. Additional efficiencies were

achieved by managing a regional portfolio of projects

to optimise vessel utilisation, delivering benefits for

both clients and the Group. For example, Seven

Oceans and Seven Seas spent much of the first

halfofthe year in the Gulf, working on Salamanca,

Sunspear and Shenandoah. The Group also won

projects for Shell and Chevron, including Vito Waterflood,

Laser Shark, Sparta and Jack St Malo Phase 5,

forwhich offshore installation phases are mainly

scheduled for 2026 and 2027.

In April 2025, Subsea Integration Alliance secured

acontract for the EPCI of the Ginger project, in

Trinidad and Tobago, marking the first award under

anew global framework agreement with bp. Building

on along-standing global relationship, the agreement

introduced a new collaborative approach that enables

greater transparency and early engagement. It also

established an innovative commercial model designed

to align incentives and accelerate value creation.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

High activity levels in 2025

In 2025, the region recorded approximately 1,800 vessel-

utilisation days, engaging all three of our reel-lay vessels

and our spoolbase in Vigra, Norway and bundle base in

Wick, UK. Alongside major projects such as Skarv SSP,

Fenris, Verdande and Irpa, during the year, three standout

integrated projects showcased our solutions.

Ormen Lange: enabling a strategic gas development

Subsea7 has been involved with Ormen Lange since the

original development in the early 2000s. For Phase 3,

together with OneSubsea as part of Subsea Integration

Alliance, we delivered front-end engineering and an

integrated EPCI that includes the subsea flowline system,

as well as two multi-phase compression systems. The

phase aims to recover an additional 30–50 billion cubic

metres of gas for export to Europe, and is an illustration

ofSubsea Integration Alliance’s capability to unlock strategic

gas reserves and maximise the value of existing

infrastructure through brownfield developments.

Yggdrasil: building a major infrastructure hub

Since 2016, Subsea7 has worked in alliance with Aker

BPtomature projects from early concept stage through

project execution, eliminating tendering and delivering

costefficiency, predictability, and accelerating timelines.

Yggdrasil, one of the alliance’s largest projects, was a flagship

development targeting 450 million barrels of recoverable oil

through 57 wells. Our scope utilised three reel-lay vessels,

Seven Vega, Seven Oceans, and Seven Navica, to install a

range of pipelines, alongside two large bundle pipelines.

Yggdrasil will become a newinfrastructure hub for this

areaof the Norwegian Continental Shelf, opening up

cost-efficient tie-back opportunities for years tocome.

Northern Lights: advancing the energy transition

In 2024, Subsea7 delivered its scope for Phase 1 of Northern

Lights, the world’s first cross-border CO

transport and

storage facility. In 2025, engineering was underway for

Phase 2, which included EPCI of a five-kilometre CO

pipeline, integrated satellite structures, umbilicals, tie-ins

and pre-commissioning activities. Offshore activities are

scheduled for 2026. This phase will increase storage capacity

from 1.5 million tonnes to at least 5 million tonnes of CO

per year—a significant step in decarbonising hard-to-abate

industries and establishing a new value chain for Norway

and Europe.

Leveraging our technologies

Through the decades, Norway has been a global leader

insubsea technology and Subsea7 has been at the forefront,

delivering over half of all the major projects in theregion

to≈date. In close collaboration with our clients, wehave

delivered solutions that set new records for scale and

innovation, while optimising costs and maximising returns.

The Norwegian hydrocarbon industry plays

a vital role in the UK and Europe’s energy

security, supplying gas equivalent to nearly

40% ofthe continent’s annual imports.

Subsea7 has an extensive track record in the region,

partnering with many of the same clients since the

1970s. This long-standing presence has fostered

trustand enabled strong relationships, underpinned

byacollaborative mindset and culture. This commitment

isreflected in three formal alliances and collaboration

agreements with Aker BP, Equinor, and OKEA, which

collectively operate over 80% of regional production.

In2025, Norway represented approximately 15%

ofGroup revenue, comprising operations on 21

projectsfor five clients.

NORWAY: A STRONG

PORTFOLIO OF PROJECTS

CASE STUDIES

>2,000 km

risers, umbilicals and flowlines laid in Norway

since 2010

>100

field developments in Norway supported

bySubsea7 since 2010

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Bundle pipelines: a cost-effective solution for tie-backs

Subsea7 is the only contractor with a proven track

recordofdelivering production system bundles, with 90

installations to date, of which 24 have been in Norway.

Bycombining active heating, flowlines and control systems

into a single towable bundle unit, we reduce the complexity

of subsea architecture and offer a cost-effective alternative

to traditional models. The solution requires use of our

proprietary lining as well as highly specialised welding

fromour team in Wick, UK.

The most recent deliveries were in 2025 as part of the

Yggdrasil development, enabling the tie-back of 24 wells to

an unmanned platform at Munin. At 6.8 and 7.8 kilometres in

length, and with diameters exceeding 53 inches, they were

among the largest and longest bundles fabricated at Wick.

Repeat orders from clients including Aker BP, bp, Chevron,

Equinor and Shell are testament to the success of these

unique solutions and, more broadly, tothe innovative

solutions offered by Subsea7’s advanced engineering

andfabrication capabilities.

A positive outlook for the coming years

With significant reserves close to existing facilities, the

Norwegian market is increasingly targeting brownfield

developments that can extend the life of its major hub

infrastructure and maintain production levels.

Subsea7 is well-placed in this market, with highly

collaborative client relationships that leverage our

earlyengagement expertise and innovative development

solutions. In 2025, Subsea7 secured contracts

inNorwayfor Aker BP, Equinor and ConocoPhillips.

Subsea7 has a strong presence in Norway

and a long history of industry collaboration.

We have successfully delivered hundreds of projects

inNorway since the 1970s, setting new records for scale

and innovation, while optimising costs and maximising

returns for our clients.

Aker BP’s Øst Frigg will tie back to the new Yggdrasil

hub,unlocking oil reserves beneath gas structures that were

produced in the 1990s. The project will utilise our cost-

efficient pipeline bundle, which will be fabricated at our base

in Wick, UK. The project is expected to be delivered in 2027.

Equinor’s Fram Sør involves the development of four

fieldsthat will be tied back to the existing Troll C platform,

unlocking reserves and extending the life of existing

infrastructure. Subsea7 was involved with a front end

engineering and design (FEED) study in close collaboration

with the client. The resulting EPCI award covers subsea

umbilicals, flowlines and risers that are due for installation

in2026, 2027 and 2028.

At ConocoPhillips’ Previously Produced Fields (PPF),

Subsea7 is involved in work to revitalise existing infrastructure

at the Ekofisk hub. These fields were among the earliest

producing oil fields in Norway, but were shut in with

significant gas still in place. New seismic and drilling

technologies enabled the reappraisal and redevelopment

and after a successful front-end engineering project by

Subsea, the full development was sanctioned in December.

It is expected to utilise Seven Borealis in 2028.

Looking further ahead, Subsea7 is in an exclusive

collaboration with Equinor to work on development

concepts for Wisting, Norway, as well as the Bay

duNordfield in Canada.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

TECHNOLOGY TRENDS

OUR MARKETS

4Insight® – enhancing

vesselavailability

In today’s environment of heightened capital discipline

and limited investment in new deepwater pipelay

capacity, maximising uptime across the existing fleet

is essential to delivering growth in profitability and

value creation.

Developed by 4Subsea, our Norwegian technology

business, 4Insight leverages high-resolution, real-time

vessel and weather data combined with advanced

algorithms to automate onboard operational decisions.

This innovation extends the vessels’ window of

operability and enhances project performance by

reducing the cost and schedule risks tied to waiting

on weather. By streamlining objective decision-

making, 4Insight also reinforces the collaboration

between marine and project teams, driving

operational efficiency.

The software has been rolled out across part of

ourfleet and has received excellent feedback from

ouroffshore and onshore teams. In 2025, it added

around 35 days of operation to Seven Vega, an uplift

ofover 10% compared with our standard planning

assumptions. It has also been used to optimise

installation activities in offshore wind, as well as

auxiliary operations such as crew transfers.

By increasing the operability of a key global enabler

vessel like Seven Vega, we deliver faster project

execution, with improved predictability and fuel

efficiency, and ultimately stronger value delivery—

helping clients meet theirobjectives while reinforcing

our position asaleadingprovider of solutions for

complex offshoredevelopments.

Unlocking new oil and gas

– the 20K challenge

The search for new resources has pushed the

hydrocarbon industry into increasingly demanding

environments, requiring solutions for more complex

reservoirs. Advances in technology have unlocked

new geological plays, breathing new life into mature

regions and opening up fresh frontiers. One of the

most significant breakthroughs has been the ability

todevelop reservoirs with extreme pressures,

creating new deepwater opportunities in the US Gulf.

Leveraging its proven expertise with reservoirs

at15,000 psi, Subsea7 has pioneered pipeline

fabrication and installation for production ofup to

20,000 psi (20K). Critical to the fabrication of20K

pipeline is the capability to execute complex welding

of a pipe wall thickness of upto 50 millimetres,

withextremely tight welding acceptance criteria.

Subsea7’s Pipeline Group has developed industry-

leading capabilities through its technology centre in

Glasgow, UK, as well as its welding facilities in the US.

Subsea7 has established a strong track record in

delivering 20K-rated subsea developments in the US

Gulf. In 2022, we achieved a major milestone with the

region’s first 20K riser installation at Chevron’s

Anchor field.

Building on this success, we secured two additional

projects, for Beacon Offshore Energy—the

Shenandoah subsea development, completed in

2025, and the Monument field, scheduled for

installation in 2026.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

INDUSTRY TRENDS

OUR MARKETS

Subsea spending

($bn, capex and opex)

Global fixed offshore wind market

Cumulative installations (GW)

Source: Rystad Energy ServiceCube (ex-Russia), February 2026 Source: BNEF, December 2025

Deepwater remains resilient

The spot price of Brent crude oil averaged

approximately $66 per barrel in 2025, but weakened

over the course of the year as uncertainty grew

regarding the supply-demand outlook. At the

beginning of 2026, price expectations for the year

were around $60 per barrel, compared with over

$70for the prior year. Despite this weakening of

thenear-term macro outlook, confidence in the

deepwater sub-sector remains robust.

Deepwater projects a priority for clients

Given the multi-year development cycle for

deepwater projects, client activity typically depends

upon their long-term view for oil prices, rather than

near term expectations. Added to this, the economics

of these projects are attractive, with an average

oilprice breakeven below $40 per barrel, and a

materiality and lower-carbon intensity that makes

them a strategic investment priority.

Late cycle projects add visibility

At the point of Subsea7’s involvement, significant capital

will have been invested by a client in its deepwater

development and, since January 2020, only one

significant deepwater project in our backlog has been

deferred by a year or more. None have been cancelled.

Given the very low cancellation rate and the typical

three-year duration of our contracts, we have high

visibility on the upcoming years. Our strong balance

sheet enables us to weather economic downturns

and adds confidence to our clients in our ability

todelivery.

Gas

Natural gas and gas-fired power play an important

role in the energy transition, with significantly lower

emissions than coal-fired power, while providing

support to potentially intermittent energy from

renewable sources.

A significant wave of new gas supply in the form

ofliquefied natural gas (LNG) capacity is expected

tocome online between 2026 and 2030. This is

expected to move the LNG market into surplus and

could affect sanctioning of further projects. However,

operational LNG facilities are likely to drive continued

gas development activity in order to back-fill

declining feed production from existing fields.

Inaddition, certain large gas developments remain

strategically significant, such as those driven by

national energy security in Türkiye.

In 2025, Subsea7 won new gas projects in Türkiye,

Australia, and Norway, including both greenfield and

brownfield standalone developments, as well as

projects associated with LNG facilities.

Offshore wind outlook

In January 2026, the UK government announced

theresults of the Allocation Round 7 Contracts-for-

Difference auction. This confirmed that fixed offshore

wind projects totalling 8.2 gigawatts should progress

in 2026, with installation activities by Subsea7 and

itspeers expected in 2029 and 2030. With slow

progress in many other countries, such as the

Netherlands and Germany, the news from the UK

wasimportant to the long-term outlook for the supply

and demand of offshore wind installation capacity.

Ultra deepwater Deepwater

13.8 8.7

14.0 9.7

14.3 10.2

12.113.9

2025

2026

2027

2030

2035

2032

2029

2026

Europe

Asia Pacific ex China Americas

31 6

139

100

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

STRONG PERFORMANCE

ACROSS THE GROUP

BUSINESS UNIT FINANCIAL REVIEW

Subsea7 reports the financial results of three business units:

Subsea and Conventional

Our Subsea and Conventional business unit is

a world leader in delivering complex offshore

projects to the oil and gas industry. It operates

under the Subsea7 brand. It predominantly

includes the financial results for our Lower-

Carbon Oil and Gas strategy and also

encompasses our activities in carbon capture

and storage.

In 2025, revenue from the Subsea and Conventional

business unit increased 5% to $5.8 billion, and Adjusted

EBITDA improved to $1,305 million from $897 million in the

prior year, resulting in a margin of 22.6%, up from 16.3%.

This was driven by a continued high standard of project

execution as well as the improved quality of our backlog

ofsubsea projects. Net operating income was $762 million,

up 89% from the prior year of $404 million.

During the year, utilisation of our vessels in Subsea

andConventional remained high. Key offshore activities

included Bacalhau, Mero 3 and Búzios 8 in Brazil, the

Skarvand Yggdrasil projects in Norway, Sakarya Phase 2 in

Türkiye, and Scarborough in Australia. In the US, our vessels

were active on the Shenandoah, Salamanca and Zepherus

developments. We completed the CRPO 80/81 project,

Subsea and Conventional Renewables Corporate

The Corporate business unit includes early-stage technology, as well as contributions from Xodus and 4Subsea. While these

form an important part of ourstrategy for the future, they did not make a significant financial contribution in 2025.

inSaudi Arabia, as well as the Barossa project in Australia.

Inaddition, several large projects in the engineering and

procurement phases made progress during the year,

including Sakarya Phase 3 in Türkiye, and Búzios 9

andBúzios 11 in Brazil.

In the latter part of the year, our four PLSVs commenced

new three-year contracts in Brazil for Petrobras at improved

day rates.

Backlog

In 2025, notable new awards included Búzios 11 in Brazil,

Sakarya Phase 3 in Türkiye, and CRPO 148 in Saudi Arabia.

In addition, we won five new projects in Norway: the PPF

project, Fram Sør, Øst Frigg, Kjøttkake and Northern Lights

Phase 2, and four projects in the US: Ginger, Sparta,

Blackjack and Buckskin South.

Overall, our order intake in Subsea and Conventional in

2025 was $7.9 billion, a book-to-bill ratio of 1.4 times,

andour backlog increased 30% to $11.7 billion. Of this,

$5.7 billion is for execution in 2026. Tendering activity

remains high with a tendering pipeline of over $20 billion.

Capital expenditure

In 2025, organic reinvestment increased to $181 million

from$145 million in the prior year and focused on dry-

docking costs, maintenance and minor upgrades.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Renewables

Subsea7’s Renewables business unit primarily

comprises the activities of Seaway7, a market

leader in fixed offshore wind. Seaway7 is

alsoresponsible for our activities in floating

offshore wind, although this remains early

stage and did not make a significant

contribution to the 2025 financial results.

Assuch, this business unit aligns with our

Renewables and Emerging Energies strategy.

In 2025, revenue from the Renewables business unit was

$1.2 billion, in line with the prior year, and Adjusted EBITDA

improved to $202 million from $185 million in the prior year,

resulting in a margin of 16.6%, up from 15.0%. This was

driven by strong execution, and as a result of greater

selectivity in bidding and a high-grading of our backlog

since 2022. Net operating income was $75 million, up 41%

from the prior year of $53 million.

During the year, Seaway Strashnov and Seaway Alfa Lift

were active installing foundations and transition pieces

atDogger Bank C, while Seaway Ventus commenced

foundation installation at East Anglia THREE, all in the UK.

Our cable-lay vessels, Seaway Aimery, and Seaway Phoenix

were active in Taiwan and the US on the Hai Long and

Revolution projects.

Backlog

In 2025, notable new awards included the Formosa 4 and

6inter-array cable contract in Taiwan, and the BC Wind

project in Poland. Our Renewables backlog remained

steady at $2.1 billion, of which $1.1 billion is for execution

in2026.

Despite political and fiscal changes in certain geographies,

we are confident in the long-term potential for backlog

growth beyond 2030.

Capital expenditure

In 2025, capital expenditure in Renewables was $69 million,

a modest decrease from $73 million in the prior year.

Reinvestment was focused on vessel repair and maintenance,

and minor upgrades.

2025 financial results

Order intake

$9.0bn

9.0

8.2

7.4

2025

2024

2023

Backlog

$13.8bn

13.8

11.2

10.6

2025

2024

2023

Revenue

$7.1bn

7.1

6.8

6.0

2025

2024

2023

Adjusted EBITDA

$1,480m

1,480

1,090

714

2025

2024

2023

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

COMMITTED

TOOPERATING

INA SAFE AND

ETHICAL MANNER

2025 at a glance

Subsea7 has a strong

values-led culture and

believes that operating

inasafe, ethical and

responsible manner is

attheheart of creating

sustainable value forall

ourstakeholders.

See our key figures

from2025 across all

sustainabilitydimensions.

Cumulative power capacity

ofrenewables projects

supported to end of 2025

19.9 GW

(2024: 15.8 GW)

Purchased onshore electricity

from renewable sources

100%

(2024: 74%)

GHG emissions

intensity ratio

102

Scope 1 GHG tCO

-e/$ million

revenue (2024: 109)

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

1. Achieved 100% renewable electricity under the market-based method. Includes purchased electricity through contractual instruments such Energy

Attribute Certificates and green tariffs supported by Renewable Energy Certificates.

2. Metric is consistent with the Sustainability Statements.

3. Top management includes the Executive Management Team and the Leadership group.

4. Percentage has been rounded to 100%. The actual is 99.5%.

Lost-time injury frequency

0.06

rate per 200,000 hours worked

(2024: 0.04)

Employees completing

cybersecurity e-learning

98%

(2024: 99%)

Percentage of suppliers with

acontract that included human

rights clauses

90%

(2024: 85%)

Women in top management

positions

2, 3

24%

(2024: 20%)

Employees completing

compliance and ethics

e-learning including anti-

corruption

2, 4

100%

of target population

(2024: 100% of target population)

Environmental

incident frequency

0.7

rate per 200,000 hours worked

(2024: 0.9)

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

OUR EVOLVING APPROACH

TO SUSTAINABILITY

At Subsea7, our approach to sustainability extends beyond the way we work and the behaviourswe

value to encompass the business impacts, risks and opportunities associatedwith the transition

to lower-carbon energy sources. We prioritise material topicsthatmay influence long-term value

for the business and its stakeholders.

Governance around sustainability matters

Subsea7 recognises the importance of having a solid

governance framework around sustainability to ensure we

have the correct agenda and that it is driven by effective

leadership. For further details on sustainability governance,

see the Sustainability Statements on pages 70 to 129.

Engaging with stakeholders

Engaging with and responding to our stakeholders is

important to Subsea7’s business development and

sustained success. This involves building and maintaining

afoundation of trust and long-term relationships. By

understanding our key stakeholders’ interests and priorities,

we can better align on shared priorities and evaluate our

strategic direction within the context of their expectations.

Further details on stakeholder engagement and the types

oftopics discussed are included in the Sustainability

Statements on pages 70 to 129.

Maintaining relevance in disclosures

Starting in 2024, Subsea7 began reporting in accordance

with the EU Corporate Sustainability Reporting Directive

(CSRD) requirements, making 2025 the second year of

reporting under this framework. The DMA, revalidated

in2025 to ensure its ongoing relevance for this reporting

period, continues to form the basis of our disclosures

andwas recognised by the Commission de Surveillance

duSecteur Financier (CSSF) for its quality in its review,

‘CSRD – 1

year of reporting by issuers: Results of a

reviewof corporate practices’.

We continue to refine the completeness and clarity of

ourdisclosures by providing information around various

management practices, policies and controls to support

greater transparency on several topics.

Subsea7’s sustainability disclosures in line with the CSRD

are reported in the dedicated Sustainability Statements

section of this report.

READ MORE ON PAGE 70

Embedding sustainability across our business

Subsea7’s approach to sustainability is guided by a

materiality assessment to ensure we prioritise the impacts,

risks and opportunities that are of significant importance

toour stakeholders, as well as those that could have a

material influence on our business and the world around us.

Taking this approach allows sustainability matters to be

integrated within strategic planning to support future

preparedness and long-term profitability.

At the end of 2023, we undertook a double materiality

assessment (DMA) to validate whether our current material

topics continue to be appropriate and to identify emerging

issues. The findings of the assessment showed a total

of10 material topics, which represent Subsea7’s most

important focus areas. We have simplified these topics

under a three-pillar sustainability framework presented

onthe next page.

Our sustainability framework is designed to enable Subsea7

to positively contribute to the global sustainability agenda

while achieving long-term value creation for the business

and its stakeholders: i) Solutions for the world’s energy

needs, focused on delivering offshore energy for today

andtomorrow and addressing our greenhouse gas (GHG)

emissions; ii) Safety and people, centred on health and

safety, talent attraction, development and retention, and

diversity and inclusion; iii) Acting responsibly, maintaining

high standards of behaviour, ensuring compliance with legal

and regulatory requirements, promoting transparency and

accountability, and fostering a strong culture of integrity.

Our commitment to sustainability is integral to our strategy

and core Values. These Values, along with our Code of

Conduct, define who we are and how we conduct business.

We remain focused on these fundamental aspects of our

business and continue to uphold ethical business practices

and compliance throughout our organisation and supply

chain. Our Environmental, Social and Governance (ESG)

performance continues to be assessed by several ratings

companies and our efforts are recognised.

Since 2019, Subsea7 has been a signatory to the UN Global Compact. We remain committed to the UN

Global Compact and the 10 key principles of that compact. Our approach to respecting and protecting

human rights, providing safe and fair labour practices, safeguarding the environment and working against

corruption in all forms is central to our ways of working and our sustainability efforts. By operating from

these strong principles, we ensure we are making our best efforts to uphold the commitment

tosupporting these global challenges and driving towards a more sustainable future.

We are pleased with the progress we are making in support of these principles.

OUR SUSTAINABILITY PRIORITIES

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Three pillars of sustainability

Overview of our strategic sustainability focus areas:

* Not assessed as material within the Group’s double materiality assessment but considered important to Subsea7.

Solutions for the

world’s energy needs

Climate strategy

Delivering the offshore energy

transition solutions the world

needs to support a lower-

carbon future economy.

Adapting and managing the

impacts, risks and opportunities

to create long-term value.

GHG emissions

Improving the efficiency of our

operations and our solutions

interms of greenhouse gas

emissions in support of a Net

Zero future.

Collaborations and

partnerships

Building mutually beneficial

partnerships to create impact

and value.

Acting responsibly

Business ethics

Ensuring ethical business

conduct and compliance

bythose working in and for

theGroup.

Labour practices

andhuman rights

Providing working conditions

aligned with international

standards with respect to labour

practices and human rights.

Responsible supply chain

Working with our suppliers

toalign and uphold the key

principles set out in our Code

ofConduct for Suppliers.

IT cybersecurity

andprivacy

Ensuring adequate security

systems and controls are in

place to manage cybersecurity

threats and events.

Ecological impacts*

Minimising the impact of

ouroperational activities

onmarine and land-based

ecosystems and biodiversity.

Safety and people

Health and safety

Creating, maintaining and

promoting a safe, secure and

healthy work environment.

Talent attraction,

development and

retention

Encouraging people to achieve

their career aspirations, in an

environment where they can

thrive, that supports their

wellbeing, and where they

havethe relevant skills to

deliverour strategy.

Diversity and inclusion

Fostering an inclusive

environment to ensure equity

and strengthen creativity,

decision-making and new

waysof thinking in support

ofasustainable future.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

OUR PEOPLE

Our employees are our most valuable

asset,forming the core of our business

anddriving everything we do. The ‘Being7’

initiativerepresents our employer brand and

the foundation of our culture. It encapsulates

what we offer our employees, what they

contribute to Subsea7 and the overall

experience of working here.

2025 highlights

In 2025, we further enhanced our ‘Being7’ offering,

providing our employees with a career they can be proud

of,an incredible journey and an environment where they can

thrive. Our ‘Being7’ offer is supported by our Learning and

Development, Diversity and Inclusion (D&I) and Health and

Wellbeing strategies. Regular surveys help us identify areas

for improvement to continually enhance Subsea7, with 70%

of our people responding to the 2025 survey. In 2025,

over3,200 of our offshore and onshore employees

werenominated for ‘Being7 Stars’ by their colleagues

inrecognition of being inspiring through their actions,

achievements, or qualities that have contributed to

Subsea7’s success.

Learning and development

The commitment to learning and development continued

in2025. Through Academy7 we continued our Project

Manager, Project Success, Commercial Awareness,

Management Development, ‘Rise’ career development,

Safety Leadership and offshore conversion programmes,

adding ‘Elevate’ an open sign up career programme.

Wewelcomed 172 new graduates to our 2025 class

andcontinued our offshore Cadet programme. Our annual

Festival of Learning, themed ‘Embrace Agility attracted over

11,000 attendees participating in more than 70 sessions.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

Nationality mix

Diversity and inclusion

We maintain our focus on four pillars: inclusive culture,

gender balance, nationality balance and the recruitment

pipeline. Through 2025 we continued the delivery of our

‘7Ally Upstander’ programme which tackles inappropriate

workplace behaviour and promotes upstander behaviours

and allyship. 2,919 of our onshore and offshore people

attended the programme which will continue into 2026.

In2025 we exceeded our board diversity policy objective

tohave at least 30% female representation on the Board,

by appointing Lucia de Andrade as an Independent Director,

delivery 43% female diversity. We piloted a Reverse

Mentoring Programme for our senior leaders, exposing

them to new perspectives and experiences from our

employees from diverse backgrounds. The pilot has

beensosuccessful, we will look to expand this in 2026.

Health and wellbeing

As an employer that genuinely cares about our employees,

we recognise the importance of providing health and

wellbeing support. Globally, we supported our employees

with various offerings and activities, including wellbeing

days, talks and events in our offices. We supported our

offshore crews with quarterly wellbeing campaigns. In 2025,

we maintained our focus on enhancing the awareness of

mental wellbeing and promoting greater conversations

around various aspects of health and wellbeing. On World

Mental Health Day, a session on ‘Mental Resilience: Thriving

Through Challenges’ providing a practical toolkit which we

have made available to all our people.

Age mix

Under 30

30–50

Over 50

13%

62%

25%

52%

19%

25%

Europe

Asia/Paciﬁc

Americas

Africa

Gender mix

41%

38%

19%

Onshore male

Offshore male

Onshore female

Offshore female

Executive management

75%

25%

Male

Female

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

PRINCIPAL RISKS

AND UNCERTAINTIES

supporting digital solutions for the purpose of asset integrity

management, condition monitoring and remote operations.

The Group’s experience in offshore project execution positions

itwell tosupport the offshore electrification of facilities, which

will enable transformative solutions tosubsea developments.

The Renewables business has over a decade of experience

in delivering offshore wind projects. It offers services that

include the installation of foundations, inter-array cables and

substations. Seaway7 is one of only a few contractors that

can provide EPCI expertise and can, therefore, offer a

varietyof contracting models ranging from single-scope

transportation and installation, to integrated multi-scope

andfull EPCI contracts. Supporting these activities is its

fleetof vessels, comprising heavy lifting, construction, cable

installation and jack-up vessels for turbine installation, along

with a fleet of six heavy transportation vessels. This enables

us to support the market sector and deliver on our wider

renewables and emerging energies strategy.

The world’s demand for energy continues to grow. Whether

this demand is met from lower-carbon-intensity oil and

gasdevelopments or from renewables, Subsea7’s strategy

places the Group at theheart of the energy transition and

ready to meet the needs ofourclients.

Offshore operations are required for both Subsea and

Conventional as well as Renewables projects. These involve

large, highly complex, technologically rich systems in diverse

locations, where the Group often faces harsh and challenging

conditions. Weather is of greater concern as the world

experiences more extreme climate-related events. With

theexception of certain long-term contracts and day-rate

inspection, repair and maintenance work, the Group generally

contracts on a fixed-price basis. The costs and margins

realised on projects can vary from the original estimated

amounts due to a number of factors, sometimes resulting

inareduced margin or loss.

Additional operating costs incurred as a result of cost

increases in the supply chain, as well as general inflation,

isan example of how certain external factors can negatively

impact margins. The Group continuously assesses the risks

Effective risk management isfundamental

tothe Group’s performance and creates

sustainable value for ourstakeholders.

The Group’s approach is to identify key risks at an early

stage and develop actions to measure, monitor and

mitigateagainst their likelihood and impact. This approach

isembedded across the Group at executive level and

throughout the operational and functional specialty levels.

Risk management is an integral part ofour day-to-day

activities but annually we perform a wider risk assessment

toidentify our principal business, strategic, regulatory and

sustainability risks. Priority risks are consolidated at Group

level and are evaluated by the Executive Risk Committee;

the≈assessment of these risks includes identifying the

short,medium or longer-term nature of each.

The Group’s operations and its strategy for oil and gas,

renewables and emerging energies sources are driven by

three business units. The Subsea and Conventional business

unit focuses on subsea developments for lower-carbon-

intensity oil and gas and applies its many years of experience

and capabilities in delivering SURF and CCS. Renewables –

through the Seaway7 brand – is focused on offshore wind,

while the Corporate business unit focuses on early-stage

activities in the subsea hydrogen and emerging energies

markets. Climate-related risks, challenges and pressures

area key consideration in the Group delivering its strategic

objectives and are, therefore, subject to ongoing assessment

as part ofthe risk management processes inplace.

The Subsea and Conventional business unit executes large

and complex offshore projects for the energy industry, in all

water depths, under the Subsea7 brand. Delivering a full

range of early concept and design, EPCI services utilising

pioneering products as well as digital and lower-carbon-

intensity solutions for its clients. These solutions can be

provided as an integrated solution through alliance

partnerships and collaborations. Through the Group’s

life-of-field services, it provides fully integrated solutions,

services and products that protect the integrity and optimise

the performance of clients’ field infrastructure as well as

RISK MANAGEMENT OVERVIEW

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

involved in fixed-price contracts and uses its negotiated

contract terms to mitigate certain aspects of these risks.

The Group operates in a predominantly cyclical industry

where activity is strongly influenced by the current and

forecast price of energy, as well as the impact of decisions

taken by governing bodies, particularly regarding regulation,

climate change, mitigation and adaptation, subsidiesand

fiscal incentives. While the world’s demand for energy brings

opportunities, the Group must remain cognisant of this

cyclical nature and the speed at which the energy transition

will take place, exercising discipline and maintaining a strong

focus on risk-adjusted value creation.

The Group’s risk management processes assist its

abilitytorespond to changes in activity levels and apply

appropriate measures to adjust its cost base as far as

practical, while atthe same time ensuring that an

acceptable risk profile is maintained.

Roles and responsibilities

The Board of Directors maintains oversight of the

Group’srisk management activities and internal control

processes. The Corporate Governance, Nominations and

Risk Committee reviews the Group’s risk management

framework and from time to time makes recommendations.

This year’s recommendations have enhanced the format of

how priority risk information is presented to the Board. The

Committee also evaluates assessment criteria of principal

and priority risks and reviews mitigation measures. The

Executive Management Team is responsible for designing

and implementing a risk management framework from which

the business maintains appropriate systems and procedures

for the identification and management of risks, while ensuring,

subject to an acceptable level of risk, that the Group is able

to optimise stakeholder value. The Executive Risk Committee

is composed of members of the Group’s Executive

Management Team and reports to the Chief Executive

Officer. This committee convenes to: evaluate emerging,

principal and priority risks, perform annual assessments

torank top priority risks and their mitigation measures

andreview the Group’s risk management procedures.

Sustainability-related risks, impacts and opportunities are

identified through a combination of the Group’s existing risk

management framework and by way of a double materiality

assessment. These risks are assessed in the same way

asthe Group’s principal and priority risks. The Executive

Sustainability Committee has responsibility for establishing

the Group’s reporting framework for: EU Corporate

Sustainability Reporting Directive and EU Taxonomy.

The Group’s CEO determines the level ofrisk that can be

taken by the Group’s business units on a country-by-country

basis and by functional management. This is managed through

Group policies and delegated authority levels, which provide

the means by which risks are reviewed and escalated to the

appropriate management level within the Group, including the

Board of Directors.

Principal risks and uncertainties

Principal risks are those risks that, given the Group’s current

position, could materially threaten its business model, future

performance, prospects, solvency, liquidity or reputation,

orprevent theGroup from delivering its strategic objectives.

The means by which the Group mitigates or eliminates

theserisks are shown on pages 30 to 47.

Additional risks and uncertainties that the Group is unaware

of, or currently deems immaterial, may inthe future have a

material adverse effect on the Group’s reputation, operations,

financial performance and position. However, the Board

ofDirectors believes that the Group’s risk management

andinternal control systems have assisted, and will continue

to assist, the Group to identify and respond to such risks.

Risk management and internal control

The Board of Directors is responsible for oversight of the

Group’s system of risk management and internal control,

supported by the Corporate Governance, Nominations

and Risk Committee to review its effectiveness.

TheBoard of Directors recognises that any system

ofinternal control can only provide reasonable and not

absolute assurance that material financial misstatement

and/or fraud will be detected or that the risk of failure

toachieve business objectives is eliminated.

The Group’s systems of internal control operate through

a number of processes. The more significant include:

• delegated authority level matrices with certain matters

being reserved for the Board of Directors

• annual review of the strategy, plans and budgets of

individual business units to identify the key risks to

theachievement of the Group’s objectives

• monthly financial and operational performance reviews

against budgets

• individual tender and contract reviews at various levels

throughout the Group

• capital expenditure and investment reviews

andauthorisation

• regular reviews and reporting on the effectiveness

ofthe Group’s HSSEQ processes

• Group treasury policies

• Group taxation compliance and reporting policies

andsystems

• the Group’s Whistleblowing policy, which allows

individuals to raise concerns in confidence about

potential breaches of the Code of Conduct

• Data Governance Council – reviews and monitors the

Data Privacy Council (DPC) work in ensuring the

Group’s adherence to GDPR

• quarterly reporting to the Executive Management Team

from the Global Applications and Systems Steering

Committee (GASSC) on the integrity and security

ofitsbusiness and IT systems, including cyber risk

• cyclical reviews of all non-wholly owned subsidiaries,

joint ventures and associates by the Joint Venture

Steering Committee.

The Group’s internal audit function, which reports

directly to the Audit and Sustainability Committee,

performs independent reviews of key business financial

processes and controls and other areas considered to

be of high business risk. The Audit and Sustainability

Committee annually reviews and approves the internal

audit plan and receives regular updates on internal

audit’s findings and the actions taken by management to

address these. The role of the Executive Risk Committee

is to meet bi-annually to review the risks identified as

impacting or having the potential to impact the Group’s

operations and strategic objectives, and to discuss

emerging risks.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

STRATEGIC

In 2025, the Group announced its proposal to merge

withSaipem by way of an EU cross border merger of

equals. This remains subject to regulatory clearance

andapprovals but if successful will create a new

combined company called Saipem7, bringing together

complementary capabilities, vessels, project execution

strengths and geographic presence. A transaction of

thisnature carries many risks, including the risk of not

achieving regulatory approval to proceed. Throughout

the process it can also create a distraction to ongoing

business operations and the delivery of other strategic

objectives. As we move through regulatory clearance,

future risks such as adapting and integrating new

waysof working could lead to short-term interruptions

tooperational efficiency. Risks may also include new

andinherited legal and contractual liabilities, as well

asother operational and financial risks, all of which

aretakenvery seriously.

As part of our ongoing business, the Group recognises

that technology and enabling products, early engagement

and engineering capabilities, digital solutions, collaboration

and partnerships and integrated services are market

differentiators and are key to delivering on its strategy.

The Group’s strategy is to create sustainable value

bydelivering the offshore energy transition solutions the

world needs. By continuing to improve our solutions and

the way we deliver them we can continue the evolution

towards lower-carbon-intensity oil and gasdevelopments,

as well as enable the growth of renewables and emerging

energies. This requires new products and solutions to

make it possible but which bring with them the risk

thatdemand for innovative designs, systems, products

andsolutions accelerates into the construction and

installation phase without sufficient time to transition

from development to production.

The Subsea and Conventional business is focused on

deepwater developments. These projects are often

complex, however they offer our clients attractive

economic return and once sanctioned they are rarely

deferred, giving good visibility on future work and the

pipeline of activity.

Integrated services has become a preferred contracting

model for many of our clients and is offered through

Subsea Integration Alliance, our partnership with

OneSubsea. As demand for energy continues to grow,

many clients are looking to collaborate or partner with us

on a single-source basis, minimising the tendering phase,

reducing the time required to complete developments

and achieve first production or first power. While the

Group has developed the knowledge and ability

toidentify, manage and mitigate the risks associated

with integrated services, and exercises discipline when

committing assets, both of these models could threaten

the Group’s performance as a result of external factors

beyond the Group’s control.

Across the renewables market, finding the correct

solutions and delivering on these is key, as is achieving

abalanced risk profile with experienced clients and in

countries where the regulatory environment is well

understood. With improved results and a backlog of

contracts with a better risk balance than prior years,

Seaway7 is well-positioned to deliver on the Group’s

strategy to enable the growth of renewables.

The size and scale of offshore wind turbines continues to

increase with a trend towards 20MW turbines for certain

developments. This brings with it a risk that the size and

complexity for the installation of the balance of plant

elements could exceed the capabilities of our current

asset base. Future investment in the fleet, is subject to

commitments from clients securing long-term utilisation

of assets, thereby giving a return on investment.

MITIGATION

The proposed merger is the Group’s largest to date

andis managed by a designated internal team with

abroad range of skills including project management

anddelivery, legal, financial, operational and other highly

experienced core function technical experts. This team

is supported by external advisers. Working together,

these teams ensure that operational management is

engaged in the various phases of the planning and that

there is awareness of and adherence to the applicable

regulatory rules and requirements. This also minimises

the level of interruption and distraction to project teams

working on existing projects, those focused on securing

future backlog as well as those managing the business.

Technology-related risks are mitigated by employing

qualified personnel, as well as working to industry and

professional engineering standards combined with strict

adherence to the Group’s engineering management

andcontrol systems and procedures. The Group has

amulti-stage gate process for the implementation

ofnewtechnologies and products.

The Subsea and Conventional business is focused on

deepwater developments and while these are complex

projects, the Group’s fleet of specialist vessels and prior

track record of project execution position it well for

selection in these projects.

The Group brings extensive experience and engineering

capabilities from a proven track record of project

management and execution in the oil and gas sector

tothe offshore wind and emerging energies sectors,

through investing in the right people and having the right

technical capabilities and support assets, as well as

through keeping pace with engineering developments,

technologies and installation methodologies.

The Group values long-term partnering with experienced

clients and operating in countries with well-established

regulatory positions, as this allows greater certainty

andability to manage the risks involved in the energy

transition as well as achieving a contractual risk profile

with more favourable terms.

MARKET RISKS

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

COMPETITION

The Group faces competition from time-to-time

to win contracts to ensure a sustainable backlog

offuture work across the business units. This

competition may result in pricing pressures or a

change to a contractor’s risk profile, as competitors

strive to win contracts and secure work. Depending

on the market cycle, less favourable contractual terms

that are more onerous for the contractor may increase

liabilities, both actual and contingent, and adversely

impact the Group’s financial performance and position.

Furthermore, the competitive landscape could include

further alliances as well as vertical and horizontal

consolidations, to achieve economies of scale and

scope and wider control of the value chain. Such

initiatives could represent a threat tothe Group’s

profile as a specialised offshore service provider.

MITIGATION

The Group endeavours to reduce its exposure

to competition by differentiating itself from competitors.

The Group’s experience and resources, including

itspeople, versatile and modern fleet, and proprietary

technology and digital delivery offerings, help it respond

effectively to challenges from competitors. The Group

seeks, within the framework of the business’s

contractual risk profile, to promote and maintain

industry-recognised balanced contracting forms.

The Group continues to partner with key clients and form

alliances with other offshore energy services companies

to offer packaged solutions and tocontribute to the early

development stages ofprojects, as well as offering

cost-effective and efficient technical solutions.

Achieving a balanced allocation of risk remains central

toprofitability in the offshore wind sector, and Subsea7

remains disciplined in this area and has the necessary

expertise and capabilities to deliver complex projects

and market its EPCI track record. Its versatile fleet

andtrack record are differentiators in relation to smaller

contractors or new entrants and position the Group well

to continue working with clients across the sectors and

to maintain contractual discipline to achieve abalanced,

manageable risk profile.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

ECONOMIC

The financial strength and the economic viability

ofour client’s projects can be impacted by the

fluctuation of energy prices and energy mix, which

can be driven by global demand, political conditions,

technological development or climate considerations.

These, as well as other variable factors, determine

theGroup’s level of activity in the sectors in which it

operates, and are outside the Group’s control but can

have a direct impact on the operational and financial

performance of the Group. Any significant change

inthe level, timing or nature of clients’ expenditure

planscould adversely impact the Group’s order

intake, financial performance, position and prospects.

These factors may result in reduced levels of activity

across certain parts of our business but, conversely,

lead to a higher concentration of work activity across

fewer countries and with fewer clients, exposing

theGroup to certain aggregation risks which may

materialise by way of significant change to those

countries’ political strategy or regulatory regime or

from an interruption in the client’s planned activities.

As part of theGroup’s commitment to proactively

participate in the energy transition, it combines many

years of experience in offshore project execution

withamodern and an agile fleet to support the needs

ofitsclients. Focusing on lower-carbon-intensity

oilandgas developments, places the Group in a

strongermarket position to select projects with

attractive commercial terms while also balancing

amanageable geographical spread.

MITIGATION

The Group closely monitors market activity and

collaborates with clients to understand their future

project and expenditure plans. Early engagement in the

design phase of an energy project enables the Group

tobetter assess the risks and opportunities and the

economic implications of projects as they progress

towards construction. Following contract award, the

Group can implement cost-reduction measures to adapt

the projects to market conditions and work within the

terms of the contracts to mitigate the effect of client-led

changes to project schedules or work scopes. The

Group has trialled alternative fuels on various vessels

across the fleet and is positioned to make a change

oncealternative fuels are available globally and at a

commercial scale.

The financial strength and solvency of our

clients and suppliers is a specific area of focus before

entering into contracts. The Group has successfully

managed its cost base and continues to look for

waystoimprove efficiency and delivery through the

implementation of digitalisation and standardisation.

Apotential increase in demand is managed through

supplementing the fleet with the use of third-party

vessels. Beyond the fleet, theGroup engages with

keystakeholders to explain the Group’s approach and

initiatives on energy transition, climate change and to

ensure it maintains long-term alignment on economic

activities. We also work with our clients and suppliers

toensure that risk on pricing and availability is addressed

through contractual measures.

The Group seeks to diversify selectively into

newmarkets, including emerging energies markets,

andhas a diverse portfolio of projects, which allows an

element of mitigation across its global markets.

MARKET RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

GEOGRAPHIC

The Group’s operations depend on having access

toaworldwide supply chain, capable of manufacturing

and transporting products and providing services,

tosupport both tenders and projects, but also to

ensure no interruption to the maintenance and

investment plans of the fleet. Access to transportation

companies, shipyards, ports and fabrication yards,

which can provide the appropriate level of expertise

as well as accommodating the size and scale of the

fleet and project infrastructure, is key to maintaining

the Group’s business operations. With each country

having specific political, economic and social

characteristics that can give rise to various risks

anduncertainties, the Group’s business operations,

project execution, fleet investment and financial

performance can be adversely impacted as a result

of, but not limited to:

• economic instability

• political strategy, legal, fiscal and regulatory

uncertainty and change, including individual

countries’ commitments, targets and measures

toaddress climate change

• onerous local content obligations

• sanction, trade or tariff restrictions and

exportcontrols

• civil or political unrest, including war

• regime change.

MITIGATION

Country or regional risks are identified and evaluated

before and during Group operations in such markets.

Appropriate risk responses are developed and

implemented to mitigate the likelihood and impact

ofidentified risks. The Group adopts a proactive and

rigorous approach to assessing and mitigating these

risks and, where possible, looks to develop local or

regional management teams to strengthen its knowledge

of, and presence in, the countries ofoperation.

BUSINESS ENVIRONMENT RISKS

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

TECHNOLOGICAL INNOVATION

Our clients seek cost-effective solutions to develop

energy resources, particularly in deep water and

challenging offshore environments, to enhance the

full-field lifecycle. The Group’s experience of

designing and executing projects across the globe

helps create sustainable value by delivering offshore

energy transition solutions. To make this possible,

theGroup differentiates itself by focusing on early

engagement and system innovation, collaboration and

partnerships, integrated services, sustainable delivery,

digital solutions and enabling products. Any failure

bythe Group to anticipate or respond appropriately to

any of these elements couldadversely affect the

Group’s ability to compete effectively for, and win,

new work or achieve its targets and objectives of

making possible the deliveryof offshore energy

fortoday andtomorrow.

The Group’s ambition for proactive participation

intheenergy transition is focused through two

keyareas: lower-carbon-intensity oil and gas

developments, andrenewables and emerging

energies. Technology advancements are key to

progressing in these areas. The Group has to

balancethe risks of not investing sufficiently

andlosing market position versus investing in or

developing technology that becomessuperseded

orimmediately obsolete.

Introducing technology, systems or products

that are insufficiently mature or unsatisfactorily

implemented to keep pace with the timescale

expected by society, governing bodies and countries

to provide lower-carbon energy in a sustainable and

cost-efficient way could have an adverse reputational

and financial impact for the Group.

MITIGATION

The Group monitors industry trends and collaborates

with clients to understand their technology requirements.

This allows the Group toeffectively invest in developing

differentiated andcost-effective technologies to meet

current andanticipated client demand.

In developing new technologies, systems and products,

the risks associated with selecting and pursuing

appropriate technological solutions, technical completion,

commercialisation and successful implementation are

carefully considered and addressed through adherence

to industry-wide engineering standards and codes, technical

readiness levels and contractual gate controls operated

by knowledgeable and experienced Subsea7 personnel.

At each step of the innovation process, safety and the

cybersecurity aspects of new technology, software and

systems are considered to ensure thecontinuity of

business and operations.

BUSINESS ENVIRONMENT RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

CLIMATE

The Group is committed to delivering onshore and

offshore solutions to meet the needs of its clients as

well as its own strategy that supports sustainable

energy sources. With a committed strategy to

facilitating the transition towards lower-carbon and

renewable energy sources.

It is also focused on climate change and meeting its

own targets to reduce Scope 1 and 2 emissions and

proactively participating in the energy transition in a

safe, ethical and responsible manner. This is

supported in part through investment in new

technologies, innovative programmes and industry

sector diversification that reduce both the Group’s

and its clients’ emissions. Furthermore, the Group

hasan environmental management system that will

underpin and consolidate its efforts to meet its

targets and expectations.

The Group recognises the impacts of climate change

and the potential effect on its business, value chain,

end users and society and acknowledges the risks

and potential effects on the business’s future

associated withnot taking steps to mitigate its

impact. These risks include:

• operational and financial risks relating to the

effectof climate change, for example, the

availability of sufficient volumes of alternative

fuelthat are commercially viable and can be

sourced globally tosupport our goal of reducing

Scope 1 and 2 emissions.

• emerging regulation leading to increased costs due

to changes in GHG legislation including carbon

taxes and emission schemes.

• regulation and supervision of climate-related

risksin the financial sector, which could lead

tochallenges in accessing financial capital.

• our ability to keep pace with the timescale required

to provide emerging energies in asustainable and

cost-efficient way.

MITIGATION

Group, country and regional risks are identified and

evaluated before and throughout business operations,

and appropriate risk responses are developed and

implemented to mitigate the likelihood and impact

ofshort and medium-term risks.

In 2025, the Group’s sustainability targets and corporate

disclosures are included in this document, where more

detailed information of how sustainability and climate-

related impacts, risks and opportunities are shown on

pages 72 to 126, along with details of how these areas

help shape the Group’s strategy.

ORGANISATION AND MANAGEMENT RISKS

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

PEOPLE

The Group, like many businesses, carries the risk

offailing to attract and retain suitably skilled and

capable personnel across all business units at a

timewhen societal preferences, particularly in the

younger demographic, are towards opportunities

inenergy transition rather than oil and gas. Failure to

attract or retain talent or to maintain a collaborative

working environment could adversely impact the

Group’s ability to execute projects and its future

growth prospects.

The Group is a signatory to the UN Global Compact

and is committed to its 10 principles that summarise

responsibilities to respect human rights and to avoid

and address any adverse impacts from the Group’s

activities. The Group is conscious that the geographic

diversity of its operations and the many different

types of work required to be performed by the Group’s

workforce and its suppliers and subcontractors can

present increased risks of human rights violations and

unacceptable labour practices. The Group is particularly

focused on those human rights risks that would have

the greatest impact, such as child labour, slavery and

human trafficking, and other types of forced labour.

MITIGATION

The Group’s commitment to lowering its own emissions

but also finding solutions to support a lower-carbon

energy transition, and its strong presence across

alloffshore energy types including renewables and

emerging energies, isa differentiator. Having the ability

to offer career opportunities as well as offering modern

and flexible working arrangements, continues to generate

positive employer engagement.

The Group utilises medium-term business projections

toassess resource requirements, which allows timely,

corrective intervention to appropriately resource the

organisation in terms ofsize, profile, competency mix

and location.

The Group monitors attrition by function and geography

and has developed appropriate remuneration and incentive

packages to help attract and retain key employees.

Performance management and succession planning

processes are in place to develop staff and identify

high-potential individuals for key roles in the business.

The Group has a human rights programme designed to

identify and manage human rights risks, with a particular

focus on child labour, slavery and human trafficking, and

other types of forced labour, consistent with the UN

Global Compact and the Building Responsibly Worker

Welfare Principles. With the support of external experts,

it has designed in-person training for delivery to a target

audience of employees across the Group who have a

role to play in identifying and managing the relevant risks.

The Group conducts risk assessments to identify and

understand where we might find risks and supports the

creation of action plans to address high-risk areas and

any gaps in our policies and procedures. The Group

reinforces the importance of compliance with the

Group’s Code of Conduct and its Code of Conduct

forSuppliers with internal personnel and its supply

chain,respectively, as well as its Human Rights Policy

Statement. All three documents include clear guidance

and expectations regarding human rights standards.

BUSINESS ENVIRONMENT RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

COMPLIANCE AND ETHICS

The Group is committed to conducting business

inaccordance with applicable law and the highest

ethical standards. However, there is a risk that its

employees, representatives or other persons

associated with it may take actions that breach

theGroup’s Code of Conduct or applicable laws,

including, but not limited to, bribery or corruption.

The Group assesses such risks, which vary across

itsgeographical locations. The Group has identified

the following as being the most significant corruption

risks it faces:

• small bribes and facilitation payments, especially

inrelation to the movement of vessels, people

andmaterials

• illicit enrichment of public officials through hidden

interests in local partners or suppliers that local

content laws require us to use

• bribery to win work

• bribery to get variation orders approved

• bribery to get work certified or paid.

The above risks may increase when working with

partners or third parties. These risks are inherent

inour sector, in particular in countries where local

content requirements are significant.

Any compliance and ethics breach could result in

monetary penalties, convictions, debarment and damage

to the Group’s reputation and could impact its ability

to do business.

MITIGATION

The Group is confident that the risks identified are

adequately managed by its compliance and ethics

programme and, in many cases, byits clients’ robust

procurement procedures. Integrity is one of the Group’s

Values and the Group has an Ethics Policy Statement

and Code of Conduct, which clearly set out the behaviours

expected ofitsemployees and those who work for it,

including suppliers and other third parties. Thesepolicies

are regularly updated to ensure they remain current.

The Group has a compliance and ethics programme

underpinned by its Values and designed in accordance

with international best practice to embed the Code of

Conduct, prevent bribery and corruption, and manage

compliance and ethics risks generally. The programme

includes financial controls, risk assessments

and procedures for managing third-party risks.

Mandatory annual compliance and ethics e-learning, and

an annual Integrity Day for employees, raise awareness,

highlight the potential consequences and empower and

embed a culture of integrity. Employees are encouraged

to raise concerns about possible non-compliance

through an externally administered whistleblowing line.

There is a strong focus on a culture of ethics and

integrity. More information can be found on our website

and in our Sustainability Statements on pages 72 to 126.

A committee comprising the members of the

ExecutiveManagement Team sets objectives for

theimplementation and continual improvement of the

programme and monitors progress. Regular reports are

provided to the Board of Directors.

The Group regularly engages an independent third-party

assurance provider to benchmark its compliance and

ethics programme against best practice, including the

International Standards Organization’s ISO 37001-2016

(the International Anti-Bribery Management System

Standard). The Group’s programme has been certified

against ISO 37001-2016 by EuroCompliance.

ORGANISATION AND MANAGEMENT RISKS

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

INFORMATION TECHNOLOGY AND

OPERATIONAL SYSTEMS, CYBER

RISK AND SECURITY

The Group’s operations depend on the availability

andsecurity of a number of key information

technology (IT) and operational technology systems.

The Group’s investment in its digitalisation

programme combined with the acquisition of data-

driven businesses and thespeed at which AI is

advancing means the risk of these systems being

disrupted or compromised by ageneral failure or by

cyberattacks is increasingly relevant. Reliance on the

use of data and cloud storage facilities has the

associated risks of IT, operational technology,

systems and cybersecurity failures. Such risks

include, but are not limited to:

• unauthorised access to key operational, financialor

group-wide systems

• shadow IT

• malware

• theft and misappropriation of sensitive information

• fraud attacks

• data management and non-compliance with

legislation such as the EU General Data Protection

Regulation (GDPR)

• increasing use of IT to interconnect with multiple

stakeholders and the possibility of such

interconnectivity being disrupted to their detriment

• denial of access to or utilisation of assets withthe

risk of a potential loss or damage event

• emerging threats, including advanced attacker

tactics and techniques, and the use of social media

and artificial intelligence.

Such breaches in security could adversely

impact the Group’s ability to maintain ongoing

business operations and lead to financial and asset

loss, reputational damage, potential physical harm,

loss of client and shareholder confidence and could

result in regulatory breach and subsequent penalties.

MITIGATION

The Group recognises the increased frequency of

cybersecurity threats andthat with the speed and pace

of AI advancements, the Group must adapt its protection

measures. It reviews its infrastructure, suppliers, policies,

procedures and defences to mitigate associated risks

and keeps abreast of risk intelligence by engaging

market-leading specialists where appropriate.

It assesses the technology framework against approved

independent standards and maintains a programme

ofinvestment in new hardware, software and systems

toensure the integrity of itsIT security and defences.

TheGroup works withrecognised independent industry

experts to audit and test the sustainability of its security

systems and assesses the business and operational

impact of a cyber event, analysing varied scenarios,

interruption types and the effectiveness

ofrecoveryplans.

The Group has a number of IT policies, including apolicy

on information security, designed to protect its systems

and ensure their availability and integrity as well as

combat attempted fraud. These policies are regularly

reviewed to ensure they continue to address existing

and emerging information security, cyber-maritime

andcyber-crime risks as well as GDPR.

Mandatory internal e-learning courses and regular

phishing simulation tests are used to maintain a high level

of awareness among the workforce of ITsecurity risks

and of the Group’s procedures to manage them.

The Group’s Executive Vice President of Projects &

Operations has responsibility for ensuring the setting

and implementation of the Group’s cybersecurity

strategy. This is reported through the Executive Risk

Committee, which reports tothe Group’s CEO on all

matters of risk, and tothe Board of Directors on a

six-monthly basis. A member of the Board is identified

asthe Board’s focal point for cybersecurity.

BUSINESS ENVIRONMENT RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

BIDDING

The Group wins most of its work through a competitive

tendering process. A significant proportion of the

Group’s work is undertaken byway of fixed-price

contracts, which exposes theGroup to increases

insupply chain costs. Failure to secure and manage

costs could impact the Group’s financial performance.

Risks include theinability to maintain price validity

from our supply chain if there is commodity

pricefluctuation, rapid price escalation, delay

inprojectaward, or re-phasing that leads to

scheduleamendments.

An inability to understand, learn from prior

experienceand respond appropriately to operational

and contractual risks or accurately estimate project

costs could have an adverse impact on the Group’s

legal liability and financial performance and position.

Our clients’ financial strength and the economic

viability of their projects can be impacted by multiple

factors that are outside the control of the Group

and,in some instances, clients may request specific

payment terms or payment deferrals, which can

havea negative impact on the financial position

oftheGroup.

MITIGATION

All bids are subject to the Group’s estimating and

tendering processes and authority levels. Cost estimates

are prepared on the basis of a detailed standard costing

analysis, and the selling price, contract terms and financial

milestones are based on the Group’s commercial

contracting standards and market conditions and,

whereappropriate, the financial due diligence of the

parties involved. Where possible, key supply chain or

subcontractor terms and conditions are negotiated

alongside the main client contract to reduce the risk

ofnon-alignment of contracting terms or the absence

ofprice certainty. Volatility in commodity prices can

bemitigated by including contractual adjustment

mechanisms with both clients and suppliers.

Before the tender is submitted, a formal multi-gate

review process is performed. Tenders are first reviewed

at a regional level where the technical, operational, legal

and financial aspects of the proposal are considered in

detail. Completion of the regional review process

requires the formal approval of the appropriate level

ofmanagement. Dependent on the tender value and

complexity such as technology and partnering, there is

anescalating level of approval required. Tenders meeting

specific financial and risk criteria are reviewed and

approved by the Tender Committee of the Board

ofDirectors.

RISK

REALISATION AND RENEWAL

OF BACKLOG

Delays (including those related to clients’ final

investment decisions), suspensions, cancellations,

re-phasing or changes to scope or content of

awarded projects recorded in backlog could

materially impact the financial performance and

position of the Group in current and future years.

MITIGATION

The Group works to mitigate these risks through its

contractual terms, including, where possible, provision

for cancellation fees or early termination payments.

DELIVERY AND OPERATIONAL RISKS

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

JOINT VENTURES

The Group may engage in commercial joint ventures

with selected partners to obtain necessary expertise

or local knowledge and contract or partner with

specialist companies to develop new or emerging

business opportunities. A failure to find an appropriate

joint venture partner or a failure by a joint venture

partner to perform to the standards required by

thejoint venture agreement could result in negative

financial and reputational impact to the Group.

Misalignment between Subsea7 and a joint

venturepartner on strategic matters could lead

to a deadlock, impacting negatively, inter alia, on

project execution. In addition, the failure of a joint

venture partner to meet its financial obligations could

result in an adverse impact on the Group’s financial

performance and position.

MITIGATION

The Group seeks to ensure that selected joint venture

partners not only have the necessary expertise, local

knowledge and suitable financial profile but are also

ableto meet the Group’s health, safety, security,

environmental and quality (HSSEQ) standards and its

Code of Conduct obligations. The Group has established

appropriate governance and oversight mechanisms to

monitor the performance of its joint ventures and joint

venture partners with regard to such matters.

RISK

PROJECT EXECUTION

The Group executes complex projects, and a failure

to have the best people, assets and technological

solutions and engineering procedures to deliver these

could result in failure and be damaging to the Group

both reputationally and financially. As well as project

execution, a failure to meet and achieve the

necessary contractual requirements could have

several adverse consequences, including contract

disputes, rejected claims and cost overruns, which

could expose the Group to operational and financial

losses that are material to the Group’s overall

performance, position and reputation.

For most contracts, the offshore execution phase,

which generally involves the use of either single or

multiple vessels, is usually the most hazardous, as

thisphase is exposed, among other risks, to adverse

or extreme weather conditions or the risk of loss or

damage to the contracted works. These hazards can

result in scheduling adjustments, damage tovessels

and equipment, repair or rework, injury tothose

working offshore or financial loss.

The Group must also continue to innovate and

develop products and solutions and maintain a fleet that

allow it to deliver lower-carbon developments as well as

to enable the growth of renewables and emerging

energies. Errors or defects in product design and

production could expose the Group to additional

warranty or product liability risks. The size and

scaleof offshore infrastructure, particularly in

therenewables sector, could stretch beyond the

currentfleet’s capabilities or limit the supply chain

tofewer participants.

MITIGATION

The Group assigns a project management team to

everyproject. Every project is assessed by regional

management using the Project Monthly Status Report

review process. These reviews cover project progress,

risk management, cost management, financial performance

and sensitivity analysis. Detailed assessments of costs and

revenue are estimated and reported upon, taking into

account project performance, planning schedules,

contract variations, claims, risk exposure, allowances

and contingency analysis. The Group continues to

promote a balanced approach to risk allocation and has

supported the International Maritime Contractors

Association in producing a set of contractual principles

for the renewables industry. The Group is selective about

which projects it undertakes, ensuring that those ittakes

on have a balanced risk profile where the risks retained

are understood and can be managed.

The Group factors the risk of adverse weather

conditions into the design of its vessels, equipment

andprocedures and project scheduling, as well as

thetraining of its offshore workforce. It also works

tomitigate potential adverse financial consequences

whennegotiating contractual terms with its clients.

Innovative products are commercialised after rigorous

testing that is subject to a hierarchy of industry-recognised

technical readiness level reviews.

DELIVERY AND OPERATIONAL RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

SUPPLY CHAIN

The supply chain is critical to the Group’s operational

efficiency and therefore any factors which results in

areduced choice of suppliers affects the Group’s

operational and financial performance and could

result in longer lead times and higher costs.

Suppliers could face financial difficulty affecting

theirability to perform, and, in more severe scenarios,

this could result in suppliers being made insolvent.

Other factors such as pandemics, extreme weather,

financial uncertainty, civil unrest, political uncertainty,

war or other unforeseen external factors could cause

significant interruption affecting elements of the supply

chain, affecting our ability to deliver our clients’

projects and causing disruption to ongoing Group

capital expenditure initiatives such as vessel

construction, dry-dockings and upgrades.

Our supply chain is impacted by world events and

rising inflation as well as increased demand. In light

ofincreased geographical instability, suppliers across

many countries are redirecting their focus to prioritise

home country defence initiatives. The war in Ukraine

and consequent sanctions on Russia, increasing

threats of trade sanctions, export control and trade

tariffs from certain jurisdictions and the likely

retaliations continue to pose risks to the Group’s

operations. Unexpected increases in supply chain

pricing or delays in delivering products could affect

project scheduling as well as negatively impact

theGroup’s financial performance.

The resultant time delays or increased costs could

lead to irrecoverable costs to the Group and the

imposition of financial penalties by clients, as well

asreputational damage and reduced competitiveness.

Cost is a necessary consideration in the selection

ofkey suppliers and balancing this with quality

andcontrol assurance is a risk. Faulty or damaged

components could result in additional project costs

that may not be fully recoverable from the supplier

and would be borne by the Group.

Increasing legislative requirements in relation to

sustainability topics imposed on the supply chain,

coupled with the potential failure of suppliers to

accurately measure and provide reliable information

on their sustainability performance, puts the Group

atrisk of working with suppliers who are not wholly

compliant with the applicable legislation and could

limit the Group’s ability to accurately report its

ownperformance.

MITIGATION

The Group seeks to develop strong, long-term

relationships with high-quality and competent suppliers,

working to balance costs at a sustainable level and not

only engage on a lowest-bid basis. Long-term contractual

arrangements and the use of collaboration models as

appropriate allow us to secure supplier commitment

andaccess in the current market as well as into the

future, especially with our key category suppliers. We

aredeveloping supplier strategies, and partnerships with

key suppliers, to service our energy transition clients. We

are diversifying our supply chain by finding new suppliers,

in some cases in different industries and new regions,

which helps the Group to mitigate the risk of single-source

suppliers exiting the sector.

Our supplier sourcing, qualification, screening, monitoring

and assurance processes and procedures are designed

to identify potential risks in our supply chain. Regular

engagement with our key suppliers and ensuring the

relevant topics are on the agenda help to reinforce our

shared commitment to building long-term value through

sustainable supply chain management.

The financial profile and outlook of the Group’s key

suppliers is reviewed during the pre-qualification process

for suppliers and is considered prior to entering into

project-related commitments. We are leveraging digital

tools such as SAP Ariba throughout the entire supplier

lifecycle to improve productivity and maintain reasonable

levels of assurance that we can continue working with

such suppliers. Unforeseen external factors leading

tointerruptions in supply chain delivery are difficult to

manage; however, the Group evaluates these risks and

where possible will seek to avoid single-source suppliers

and will seek to mitigate the financial impact of any

interruptions through appropriate contractual terms

andconditions. These may include back-to-back

supplierpricing, index-linked pricing and a balanced

cost-escalation mechanism where appropriate.

If necessary, appropriate guarantees or performance-

related bonds are requested from our key suppliers.

Aspart of the supplier selection process, the Group

engages qualified quality assurance and quality control

specialists, and there is close collaboration between

supply chain management and engineering. Both quality

and engineering functions also play an active role

throughout the duration of a project, with teams on

theground at key supplier locations to ensure quality

standards and timelines for delivery are met and

assurance policies are followed.

We are engaging with our key suppliers to better

understand their sustainability commitments and

wherethey are on their journey towards meeting their

objectives. This allows us to prioritise and focus on

ensuring thatwe work with a sustainable supply chain, in

line with the Group’s own priorities and focus areas.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

HEALTH, SAFETY, SECURITY,

ENVIRONMENTAL ANDQUALITY

The Group’s projects are complex and are

sometimesperformed in unfamiliar environments

invaried conditions. This requires continuous

monitoringand management of health, safety,

security, environmental and quality (HSSEQ) risks

associated with transit routes, the location of work,

project specification and installation methods – as

well as addressing the location and assets utilised.

A failure to manage these risks could expose our

people and those who work with us to security

breaches, illness, injury or harm.

It could also result in an environmental event or

causeinjury or damage to other parties. Itcould

resultin significant commercial, legal and reputational

damageor potential disbarment from working in

theaffected country.

The worldwide nature of the Group’s operating

activities carries the potential for significant health

risks and disruption to its business operations.

Communicable or infectious diseases can expose

theGroup to operational disruption and increased

costs as a result of unexpected business

interruptions or measures required to ensure the

safecontinuation of the business.

The risks to the Group include additional costs

tocontinue normal operational activities, revised

arrangements to work safely in accordance with

changes made in the law, quarantining or isolating

crew and medical facilities and logistical issues

associated with the international transit of

vesselsand people.

MITIGATION

The Group is focused on continuously monitoring

HSSEQ performance at all levels and actively motivates,

influences and guides the workforces’ individual and

collective behaviour.

The Group is committed to protecting the health,

wellbeing and safety of its people and those working

onits sites and vessels, as well as minimising its impact

on the environment. The Group has an HSSEQ policy

and detailed HSSEQ procedures designed to identify,

assessand reduce such risks while ensuring compliance

withrelevant laws and regulations. The policy and

procedures are subject to review, monitoring and

certification byanindependent, internationally

recognised specialist firm.

The Group mitigates exposure to the risk of

communicable or infectious diseases by developing

health procedures and medical screening that adhere

tothe guidance and incorporate the best practice set

outby world health organisations and industry experts

and for offshore operations, in compliance with a vessel’s

flag state.

DELIVERY AND OPERATIONAL RISKS CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

FLEET MANAGEMENT

The Group has a fleet of vessels, which are required

for the successful delivery of its projects. These

vessels operate in a number of regions that are

subject to political, fiscal, legal and regulatory risks.

Risks also include regulatory requirements related to

the crewing of the vessels in the regions where they

are operating. Failure to manage such risks could lead

to delays and have an adverse impact on the Group’s

financial performance and position.

Lack of vessel availability is a risk. Uncertainty

in operational vessel schedules may lead to non-

availability for other projects in the tendering or

execution phase. Vessel availability could also be

negatively impacted by delays to vessel construction,

completion of maintenance, vessel upgrading or

dry-docking activities. Access to shipyards, ports

andfacilities on a worldwide basis is key to ensuring

that time-efficient maintenance and construction

programmes are achieved. An inability to utilise

certain locations could significantly impact business

operations and project scheduling and result in

contractual penalties, reputational damage and

adversely affect the financial performance of

theGroup.

In extreme circumstances, the non-availability of a

vessel or multiple vessels through loss or irreparable

damage could compromise the Group’s ability to meet

its contractual obligations and cause financial loss.

Conversely, an under-utilisation of the vessel fleet

exposes the Group to a risk of under-recovery of

itstotal fleet costs.

To maintain the competitiveness of the fleet, the Group

from time-to-time makes significant investments in the

construction, conversion or acquisition of new vessels.

If the anticipated demandfor those vessels does not

materialise, such investments may not generate the

intended financial return.

The Group also divests assets from time-to-time,

eitherby sale for onward use or, in some cases,

fordecommissioning. It is important that assets

aredivested responsibly and that the Group takes

reasonable measures to ensure it mitigates any

futureliabilities and, in the case of decommissioning

activities, that it engages with responsible third parties

who comply with the appropriate regulations, including

the Hong Kong International Convention for the Safe

and Environmentally Sound Recycling of Ships.

MITIGATION

The Group considers carefully the political, fiscal, legal

and regulatory risks associated with the deployment of

its vessels and crew into regions in which it operates or

has to navigate. It also monitors developments to ensure

it can respond appropriately.

To minimise the risk of non-availability, the Group

dedicates resources to perform vessel scheduling

centrally rather than at a business unit or region level.

Vessel construction, maintenance, upgrading and

dry-docking activities are subject to detailed planning,

and controls are deployed to mitigate the risk of

completion delays.

The design and operational capabilities of a vessel are

carefully assessed before its deployment to aparticular

project and are then closely monitored during the project’s

execution. The impact of potential non-availability of a

vessel is mitigated by both the size and flexibility of the

Group’s fleet and its ability to access the vessel charter

market. TheGroup adjusts its fleet size to suit its view of

the future market by cold- or warm-stacking its excess

assets, as well as potentially returning chartered tonnage

to the owners.

Before initiating the construction or acquisition of a new

vessel, the Group conducts detailed analyses of the

potential market and seeks to ensure that the vessel’s

technical specifications and projected capital and operating

costs are appropriate for the anticipated market.

The Group assesses the market’s need for new vessels

and, after a rigorous technical and financial review, will

decide to proceed with construction or conversion where

there is sufficient future activity and when it anticipates

acceptable financial returns on its investment.

The Group mitigates the risks associated with future

liabilities of divested vessels through a know-your-client

or supplier due diligence process and ensuring the

contractual agreements contain detailed provisions

associated with the onward utilisation or the minimum

requirements to be met for any near-term

decommissioning activities.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

RISK

REVENUE AND MARGIN RECOGNITION

Individual period performance may be significantly

affected by the timing of contract completion,

atwhich point the final outcome of a project may

be fully assessed. Until then, the Group, in common

with other companies in the sector, uses the

percentage-of-completion method of accounting

forrevenue and margin recognition. This method

relies on the Group’s ability to estimate future costs

inan accurate manner over the remaining life of

aproject. As projects may take a number of years

toexecute, this process requires a significant

degreeofjudgement, with changes to estimates or

unexpected costs or recoveries potentially resulting

in significant fluctuations in revenue and profitability.

Inaccurate forecasting of the cost-to-complete

aproject and of the revenue that can be earned from

the client for changes to contract scope could have

anegative impact on the Group’s management of its

liquidity and weaken its financial position. Fixed-price

contracts awarded at low or negative margins

cancreate volatility when accounting for project

performance, as forecast unavoidable losses are

recognised in full in the period in which they are

identified. Forecasting during pandemics and

economic crises is complexand subject to

increasedvolatility aschanges unfold.

MITIGATION

Project performance is monitored by means of Project

Monthly Status Reports (PMSRs) which record actual

cost of work performed, the estimated cost-to-complete

a project and the estimated full-life project revenue.

ThePMSR allows management to reliably estimate

themost likely full-life profitability of each project.

ThesePMSRs are subject to rigorous review and

challenge at key levels of management within the

Group.Note 4 ‘Critical accounting judgements

andkeysources of estimation uncertainty’ to the

Consolidated Financial Statements provides more

detailof the Group’s approach to revenue recognition

onlong-term contracts.

FINANCIAL RISKS

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE SUSTAINABILITY STATEMENTS

RISK

CASH FLOW AND LIQUIDITY

The Group’s working capital position will be affected

by the timing of contract cash flows, because the

timing of receipts from clients, typically based on

achievements of milestones, may not necessarily

match the timing of payments the Group makes to

itssuppliers.

In executing some of its contracts, the Group is

required by its clients, in the normal course of business,

to issue certain guarantees, e.g. performance, advance

payments and bid bonds. Access to unsecured

bilateral guarantee arrangements from financial

institutions in supportofthese instruments is

fundamental totheGroup’s ability to compete,

particularly forlarge engineering, procurement,

installation and commissioning (EPCI) contracts.

In rare instances, clients may request specific payment

terms such as extended payment terms or payment

deferrals, which can negatively impact the cash flow

profile of projects.

The availability of short-term and long-term external

financing is important to help meet the Group’s

financial obligations as they fall due. In the event

thatsuch financing were unavailable, reduced or

withdrawn, the Group’s activities would be

significantly constrained.

MITIGATION

In addition to using its cash and cash equivalents balance

and cash generated from operations, the Group has

access to committed financing facilities to meet its core

financing and working capital needs. The Group’s cash

position, liquidity, debt leverage and credit-rating-related

metrics are monitored closely by both the Executive

Management Team and the Board of Directors.

The Group works to mitigate client payment deferral

request risks through its contract terms. In addition, the

Group continuously assesses thecreditworthiness of its

client and supplier bases.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

The areas listed below, on which we report on the pages

indicated,arealigned withthe Norwegian Code of Practice

forCorporate Governance.

Gender diversity

OUR BOARD IN 2025

* A joint session of the Audit and Sustainability Committee and the Corporate Governance,

Nominations and Risk Committee was held on 26 February 2025 at which all members of both

committees were present.

** Since the appointment of Treveri S.à r.l. at the AGM on 18 April 2023, Kristian Siem has

attended meetings in his capacity as the permanent representative of Treveri S.à r.l.

*** Each Director’s attendance is shown as a proportion of the total number of meetings they were

eligible to attend.

Implementation and reporting oncorporategovernance 62

Business 55

Equity and dividends 63

Equal treatment of shareholders 64

Shares and negotiability 63

General meetings 62

Nominations Committee 58

Board of Directors: composition andindependence 55

The work of the Board of Directors 56

Risk management and internal control 57

Remuneration of the Board of Directors 69

Salary and other remuneration for executive personnel 68

Information and communications 64

Takeovers 64

Auditor 64

Board independence

Board

Audit and

Sustainability

Committee*

Corporate

Governance,

Nominations

and Risk

Committee*

Compensation

Committee

Kristian Siem** 17/17 4/4 6/6

David Mullen*** 17/17 2/2 4/4 4/4

Jean Cahuzac*** 8/8 2/2

Lucia de Andrade*** 9/9 4/4

Niels Kirk 16/17 4/4 6/6

Eldar Sætre 16/17 6/6

Louisa Siem 16/17

Elisabeth Proust Van Heeswijk 17/17 6/6

Total meetings in 2025 17 6 4 6

2025 meeting attendance

Independent

Non-independent

Core Industry

Financial/Audit & Risk

Legal/Public Policy

Senior Executive

ESG/Sustainability

Technical/Engineering

Health and Safety

International Markets

M&A/Capital Markets

Cybersecurity/IT

6/7

5/7

1/7

5/7

6/7

5/7

4/7

6/7

5/7

1/7

Skills and experience Board executives

Non-executives

Executive

Male

Female

GOVERNANCE AT A GLANCE

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

As Chairman of the Corporate Governance, Nominations

and Risk Committee and Senior Independent Director,

mygoal is to provide independent oversight and a constructive

challenge in order to ensure that the Company has responsible

corporate governance in place to meet the challenges of

the present and the future.

The work of the Board during 2025

During 2025, the Board focused primarily on the proposed

combination with Saipem S.p.A., while continuing to maintain

the strength of our governance frameworks and regulatory

compliance. We believe the proposed combination will create

significant shareholder value and will be beneficial to the

clients of both Saipem and Subsea7 by bringing together

therespective strengths of both companies with enhanced

capabilities across the entire offshore energy value chain.

Focus on the proposed transformational merger

The year began with the signing of a Memorandum of

Understanding between Saipem S.p.A. and Subsea 7 S.A.

on23 February 2025, which set the foundation for what

should be the most significant transaction in Subsea7’s

history. Following months of careful due diligence and

negotiation, the Board was pleased to announce the signing

ofthe “Definitive Merger Agreement” on 23 July 2025.

The Board played a crucial role in overseeing the

governance aspects of this complex transaction, ensuring

that Subsea7 shareholders’ interests were protected

throughout the process. The Board was particularly

gratified by the overwhelming support the proposed

transaction received from shareholders at the EGM

on25 September 2025. 99% of the votes were cast in

favourof the transaction. Consistent with good corporate

practices and Luxembourg law, shareholders were

offeredthe right to dissent and it is noteworthy that none

ofthe voting shareholders elected to exercise this right,

underpinning the strong confidence in the Board’s

strategicdirection.

Sustainability and regulatory compliance

Sustainability remained a focus for the Board throughout

2025, with continued preparation for compliance with the

CSRD. The Audit and Sustainability Committee provided

oversight of the Company’s sustainability reporting

processes. In 2025, the Luxembourg regulator carried out

an analysis of the current state of voluntary CSRD reporting

among a sample of issuers under its supervision, which

included Subsea 7 S.A. A report was published covering

thisanalysis, highlighting the presentation of our double

materiality matrix (see: 2024 Annual Report, page 73).

Thiswas considered to be an example of good practice

worthy of attention from our supervised issuers and the

market in general.

Enhanced risk management framework

In preparation for the increased complexity of the combined

entity, the Board implemented a comprehensive enterprise

risk management framework during 2025. This framework

provides enhanced oversight of strategic, operational,

financial, and compliance risks. The Corporate Governance,

Nominations and Risk Committee has been instrumental in

developing these enhanced risk management practices,

which are aligned with our strategic objectives and

regulatory requirements.

Board diversity and composition

During 2025, the Board made further progress in improving

gender diversity, achieving full compliance with the EU

Women on Boards Directive (EU) 2022/2381 ahead of

theimplementation of the directive in Luxembourg. The

appointment of Lucia de Andrade, a third female director,

brings valuable expertise and perspective to the Board.

Thecurrent board composition reflects Subsea7’s ongoing

commitment to inclusive governance and ensures that the

Board benefits from a diverse range of skills, experience,

andviewpoints essential for navigating the energy transition.

The overriding objective of our Board Diversity Policy

remains to ensure an inclusive and diverse Board with

abalance of skills, expertise and experience to guide

Subsea7 through the energy transition. An updated

overview of the Board’s skills has been conducted

andcanbe found on page 48.

Board evaluation

The annual Board evaluation conducted in early 2026

provided valuable insights into the Board’s effectiveness

during this most critical year. The evaluation was conducted

internally and in line with best practice, with an emphasis on

the Board’s handling of the proposed merger. The review

recognised the Board’s strategic oversight and decision-

making processes during the merger negotiations and

approval process.

2025 has been a transformational year that will define

Subsea7’s future. The proposed combination with Saipem,

combined with our strengthened governance frameworks

and enhanced Board diversity, positions us exceptionally

well for the challenges and opportunities ahead. As we look

to the future, we remain committed to responsible corporate

governance, strategic excellence, and sustainable growth

that create value for all our stakeholders.

DAVID MULLEN

CHAIRMAN OF THE CORPORATE GOVERNANCE,

NOMINATIONS AND RISK COMMITTEE

RESPONSIBLE

CORPORATE

GOVERNANCE

WITHAFOCUS ON

TRANSFORMATIONAL

GROWTH

GOVERNANCE OVERVIEW

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Date of appointment

Appointed a Non-Executive

Independent Director on

8 May2025.

BOARD OF DIRECTORS

Skills and experience

Mr Siem brings an extensive

knowledge of the offshore oil and

gasservices business worldwide

fromprevious senior executive and

non-executive roles, combined with

long-standing experience aschairman

of public companies listed in the US,

UK and Norway. Mr Siem is the

founder of Siem Industries Group and

has been Director and Chairman of

Siem Industries S.A. since 1982. Prior

to joining the Group, he held several

management positions with the Fred

Olsen Group in theUS and Norway.

Mr Siem has previously held

directorships and executive

positionsat Kvaerner ASA,

Transocean Inc., NKT and

NorwegianCruise Line. Heholds

adegree inBusiness Economics.

Skills and experience

Mr Kirk brings to the role over 40

years of international corporate

andstructured finance experience

combined with extensive knowledge

of the energy, power and resource

sectors at executive level. He is a

co-founder and Executive Chairman

of the energy advisory firm Kirk

Lovegrove and Company Ltd, an FCA

regulated energy advisory firm based

in London. Prior to this, he worked at

Citibank and Banque Paribas.

Mr Kirk holds an MBA in Finance

andInternational Business from the

Stern School at NewYork University.

Mr Kirk’s extensive experience of

theenergy sector, overlaid with his

international corporate and structured

financial risk management experience,

makes him well placed to provide

theBoard with expertise on risk

including cybersecurity.

Skills and experience

Mr Mullen brings over 40years’

experience in the oil services

business. Until August 2024,

MrMullen was CEO of Shelf

DrillingLimited and has previously

held the position of CEO at two other

companies in the subsea industry,

Wellstream Holdings PLC and Ocean

Rig ASA. Prior to these appointments,

he was Senior Vice President

ofGlobal Marketing, Business

Development and M&A at

Transoceanfrom 2005 to 2008.

MrMullen also had a 23-year career

at Schlumberger, including as

President of Oilfield Services for

Northand South America. He holds

aBachelor of Arts degree in Geology

and Physics from Trinity College,

Dublin, and an MSc degree in

Geophysics from the National

University of Ireland.

Skills and experience

Ms de Andrade has extensive

experience in various parts of the oil

and gas sector including deepwater

development. With a background in

chemical engineering, she has held

multiple executive positions with

companies such as ABB Lummus

Global (The Netherlands), Technip

(Brazil), Subsea7 (Brazil) and most

recently at Shell (Brazil and USA),

where she served as SVP Deepwater

Projects in the USA, until she stepped

down on 31 December 2024.

Ms de Andrade has a degree in

chemical engineering from the Federal

University of Rio de Janeiro in Brazil.

KRISTIAN SIEM*

CHAIRMAN

DAVID MULLEN

SENIOR INDEPENDENT

DIRECTOR**

NIELS KIRK

INDEPENDENT DIRECTOR**

LUCIA DE ANDRADE

INDEPENDENT DIRECTOR**

Committee membership

C T G

Committee membership

G C

Committee membership

C G

Committee membership

A T

* Kristian Siem is the permanent representative of Treveri S.à r.l. on the Board of Directors. Treveri S.à r.l. – a Luxembourg-incorporated company wholly owned by

Kristian Siem – was appointed Director and Chairman on 18 April 2023.

BOARD OF DIRECTORS

Date of appointment

Appointed Non-Executive Director

and Chairman of Subsea 7 S.A. from

January 2011, upon the merger of

Acergy S.A. and Subsea 7 Inc. Mr

Siem was Chairman of Subsea 7 Inc.

from January 2002.

Date of appointment

Appointed a Non-Executive

Independent Director from April 2018

and Senior Independent Director from

January 2021.

Date of appointment

Appointed a Non-Executive

Independent Director from

April2018.

Key external appointments

Chairman of Siem Industries S.A.,

Director of Treveri S.à r.l., Siem

Shipping Inc. and Frupor S.A.

Key external appointments

Executive Chairman of Shelf Drilling

Limited until August 2025.

Key external appointments

Co-founder and Executive Chairman

ofKirk Lovegrove and Company Ltd.

Key external appointments

Member of the Supervisory

Boardanda Member of the

Technical& Commercial Committee

atSBM Offshore.

Nationality and

date of birth

1949

Nationality and

date of birth

1958

Nationality and

date of birth

1962

Nationality and

date of birth

1957

Tenure

Re-elected by shareholders on

8 May 2025 until the 2027 AGM.

Tenure

Re-elected by shareholders on 2 May

2024 until the 2026 AGM.

Tenure

Re-elected by shareholders on

2 May 2024 until the 2026 AGM.

Tenure

Elected by shareholders on 8 May

2025 until the 2027 AGM.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

Committee key

Chairman

Corporate Governance,

Nominations and Risk Committee

Audit and Sustainability Committee

Compensation Committee

Tender Committee

Skills and experience

Mr Sætre brings a wealth of experience in the

energy sector combined with extensive knowledge

of accounting and finance. MrSætre was President

and CEO of Equinor from February 2015 untilhe

stepped down in November 2020. As CEO he was

extensively engaged in transforming the cost base

of the company and creating a more resilient

globalbusiness. Prior to becoming CEO, Mr Sætre

heldseveral senior management positions in the

company, mainly in the fields of accounting, finance

and performance management as well as marketing

and trading. Mr Sætre has an MA in Business

Economics from the Norwegian School of

Economics andBusiness Administration

(NHH)inBergen.

During his time at Equinor, Mr Sætre transitioned

Equinor into a company focused on lower carbon

strategies and new energy solutions, and he

alsoholds an advisory role at Nysnø Climate

Investments, making him ideally suited to provide

the Board with expertise on sustainability, including

climate-related matters.

Skills and experience

Ms Siem brings youth and a different perspective

tothe Board as an artist who holds a Bachelor of

Fine Arts degree from the Ruskin School of Art

atOxfordUniversity. She has exhibited her work

internationally, working as a multidisciplinary artist.

She focuses predominantly on video and sculpture.

Ms Siem is the daughter of Mr Kristian Siem and

hasbeen selected by Siem Industries S.A. in

accordance with the relationship agreement

entered into between Subsea 7 Inc., Subsea 7 S.A.

(then Acergy S.A.), and Siem Industries S.A. (then

Siem Industries Inc.) on 20 June 2010, in respect

ofthe combination of Subsea 7 Inc. and Acergy S.A.,

which was completed on 7 January 2011.

Ms Siem has a particular interest in biodiversity and

has agreed to work with Subsea7 management to

enhance her understanding of the subject as the

Board’s focal point for biodiversity.

Skills and experience

Ms Proust Van Heeswijk has extensive multi-country

experience in the oil and gas sector at an executive

level after spending more than 40 years at Total.

Withabackground in engineering, she began her

career as a drilling engineer at ELF, becoming a

development engineering and project management

specialist, which led to her appointment asthe first

female Vice President for Development Engineering

for Total worldwide. Her experience at Total

included senior leadership positions as Managing

Director of Total’s affiliates in Indonesia, Nigeria and

the UK. Ms Proust Van Heeswijk holds a Master’s

degree in Engineering/Hydrodynamics from École

Centrale de Nantes and is a graduate of the

FrenchPetroleum Institute in Paris. While at Total,

MsProust Van Heeswijk was a member of the

Diversity Council and Ethics Committee, which

oversaw human rights matters, and as such she

iswell placed to provide the Board with expertise

onlabour practices and human rights.

ELISABETH PROUST

VANHEESWIJK

INDEPENDENT DIRECTOR**

ELDAR SÆTRE

INDEPENDENT DIRECTOR**

LOUISA SIEM

DIRECTOR

Committee membership

A T

** ‘Independent’ is defined by the rules and codes of corporate governance of the Oslo Børs Stock Exchange, on which Subsea 7 S.A. is listed, which the Board

must satisfy; in particular the Norwegian Code of Practice for Corporate Governance. Under the terms of the Company’s Articles of Incorporation, Directors may

be elected for terms of up to two years and serve until their successors are elected. Under the Company’s Articles of Incorporation, the Board must consist of

not fewer than three Directors.

Date of appointment

Appointed a Non-Executive Independent Director

on 18 April 2023. Ms Proust Van Heeswijk

previously served on the Board ofDirectors

between April 2019 andApril 2021.

Date of appointment

Appointed a Non-Executive Independent Director

from June2021.

Date of appointment

Appointed a Non-Executive Director from

June2021.

Key external appointments

Director of BlueNord ASA.

Key external appointments

Director of Fjord Base Holding AS and Trucknor AS.

Chairman of the boards of Strømberg Gruppen AS,

Vartdal Holding AS and Vartdal Plastindustri AS.

Advisory role atNysnø Climate Investments.

Key external appointments

Director of Siem Industries S.A.

Nationality and

date of birth

1957

Nationality and

date of birth

1956

Nationality and

date of birth

1992

Tenure

Re-elected by shareholders on 8 May 2025 until

the 2027 AGM.

Tenure

Re-elected by shareholders on 8 May 2025 until

the 2027 AGM.

Tenure

Re-elected by shareholders on 8 May 2025 until

the 2027 AGM.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

EXECUTIVE MANAGEMENT TEAM

Skills and experience

John has over 35 years of

experience in the oil and gas

services industry, primarily in the

SURF and offshore engineering

and construction sectors. He

started his career in 1986, working

with Brown & Root, and built

asuccessful track record in

bothgeneral management, and

commercial and operational roles,

in the offshore oil and gas industry.

Prior to his current appointment,

from July 2005 John held the

position of Chief Operating

Officer ofSubsea7.

John has a Bachelor of

Engineering degree in

Mechanical Engineering from

Cardiff University, is a Chartered

Mechanical and Marine Engineer

and aChartered Director.

Skills and experience

Mark started his career in

1996 with the UK Government’s

Economic Service. In 2000, he

joined Shell and held several

finance positions with increasing

responsibility. Between 2011 and

2012, he was Vice President

Finance for Baker Hughes in

Europe and, from 2012 to 2017,

hewas Group Financial Controller

for Subsea7. In October 2021,

hereturned to Subsea7 from

Petrofac where he was Group

Financial Controller and Senior

Vice President Finance for its

Engineering & Construction

business unit.

Mark has undergraduate

and postgraduate degrees in

Economics from the Universities

of Stirling and Strathclyde

respectively, an MBA from the

University of Warwick, and is a

Fellow of the Association of

Chartered Certified Accountants.

Skills and experience

Olivier started his career in

the oil and gas engineering

and contracting sector in 1995,

working for seven years with

Entrepose Contracting in project

management and commercial

roles, based in Nigeria, China

and France.

Since joining Subsea7 in 2002,

Olivier has held a number of

country, regional and corporate

management positions based in

the North Sea, Africa, Asia and the

Middle East. In 2016, Olivier was

appointed Vice President of Asia

Pacific and the Middle East until

his appointment to Executive

Vice President – Subsea and

Conventional in January 2020.

Olivier has a degree in Mechanical

and Electrical Engineering from

the École Spéciale des Travaux

Publics inParis.

Skills and experience

Phil began his career in 1987 in

offshore drilling, until 1992 when

he became an engineer for

pipeline installation contractor

European Marine Contractors.

Phil has more than 30years’

experience in the subsea

pipelines business.

Phil joined Subsea7 in Aberdeen

in 2004 as a senior project

manager and in 2011 was

appointed Vice President for

Canada, Mediterranean and

Russia. In 2013 he was appointed

Vice President for UK and Canada

before taking up the role of Vice

President for North Sea and

Canada in 2016. In 2018 Phil was

appointed Senior Vice President

Global Projects and Operations.

Phil has a Bachelor of Engineering

degree in Mining Engineering from

the University of Leeds.

JOHN EVANS

CHIEF EXECUTIVE

OFFICER

MARK FOLEY

CHIEF FINANCIAL

OFFICER

OLIVIER

BLARINGHEM

EXECUTIVE VICE

PRESIDENT –SUBSEA

AND CONVENTIONAL

PHILLIP SIMONS

EXECUTIVE VICE

PRESIDENT –PROJECTS

AND OPERATIONS

EXECUTIVE MANAGEMENT TEAM

Date of appointment

John has been Chief Executive

Officer since January2020.

Date of appointment

Mark has been Chief Financial

Officer since January2022.

Date of appointment

Olivier has been Executive

Vice President – Subsea and

Conventional since January 2020.

Date of appointment

Phil has been Executive Vice

President – Projects and

Operations since January 2020.

Nationality and

date of birth

1963

Nationality and

date of birth

1973

Nationality and

date of birth

1970

Nationality and

date of birth

1966

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

Skills and experience

Nathalie began her legal career in

1986, working with Saint-Gobain

and Eurotunnel, gaining extensive

legal experience across various

industries. In 1996 she joined

Technip, based in Paris,

progressing to the role of Vice

President Legal – Offshore.

In 2006 Nathalie joined Subsea7

performing senior corporate and

operational legal roles. Prior to

hercurrent appointment Nathalie

was Vice President Legal –

Commercial.

Nathalie has been admitted

to the Paris Bar and has legal

qualifications from University Paris

I – Panthéon Sorbonne and Paris

XI in France and the University of

Kent in the UK.

Skills and experience

Kate began her career in the

power generation sector with

Alstom, where she held roles

inBelgium, France, the UK and

theUS. In 2004 she moved to

Imerys where she was initially

HRDirector for the Paper division

before being appointed as HR

Director for the Ceramics,

Refractories, Abrasives, and

Foundry business based in Paris.

In 2012 Kate joined Subsea7

asVice President Group Human

Resources, a role which she held

until her current appointment.

Kate has a business degree from

the University of Brighton and is

afellow of the Chartered Institute

of Personnel and Development.

Skills and experience

Marcelo began his career in

Subsea7 in 2001 as a pipeline

engineer and over the last 20

years has held a number of

operational and commercial

roles within the Subsea7 Group.

In 2017, Marcelo was appointed

Vice President for Brazil after

three years working for the Africa

region. In 2021, he was appointed

Group Vice President for Sales

and Marketing based in the UK.

Marcelo holds a Master’s degree

in Subsea Engineering from the

Universidade Federal do Rio de

Janeiro. He also holds a graduate

degree in Mechanical Engineering

from the Universidade Federal

Fluminense in Brazil.

Skills and experience

Stuart began his career with a

specialist marine engineering

consultancy, progressing to

Worley Engineering in Australia

and Brunei. Stuart joined Subsea7

in 1998 and held operating and

leadership positions within

engineering, project management

and sales at a Norway regional

level until 2009, when he was

appointed Vice President for

Norway. From 2014 to 2018 he

held the roles of Vice President

Sales and Marketing and

subsequently Vice President

Strategy and Technology.

From 2018 Stuart held executive

level positions in Subsea7

andwas appointed Chief

Executive Officer of Seaway7

inOctober2021. In July 2025

Stuart took on the additional role

of Chief Integration Officer for the

proposed merger of Subsea 7 S.A.

and Saipem S.p.A.

Stuart has a Bachelor of

Engineering degree in Mechanical

Engineering and a Bachelor of

Science degree in Applied

Mathematics from Monash

University in Melbourne, Australia.

NATHALIE LOUYS

GENERAL COUNSEL

KATHERINE LYNE

EXECUTIVE VICE

PRESIDENT – HUMAN

RESOURCES

MARCELO XAVIER

EXECUTIVE VICE

PRESIDENT – STRATEGY

AND SUSTAINABILITY

STUART

FITZGERALD

CHIEF EXECUTIVE

OFFICER – SEAWAY7

Date of appointment

Marcelo has been Executive

Vice President – Strategy and

Sustainability since April 2022.

Date of appointment

Kate has been Executive Vice

President – Human Resources

since September 2019.

Date of appointment

Nathalie has been General

Counsel since April2012.

Date of appointment

Stuart has been Chief Executive

Officer of Seaway7 since

October2021, and re-joined the

Executive Management Team in

July 2023.

Nationality and

date of birth

1963

Nationality and

date of birth

1969

Nationality and

date of birth

1980

Nationality and

date of birth

1969

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Legal and regulatory framework

Subsea 7 S.A. is a ‘société anonyme’ organised in the Grand

Duchy of Luxembourg under the Company Law of 1915, as

amended, being incorporated in Luxembourg in 1993, and

acts as the holding company for all of the Group’s entities.

Subsea 7 S.A.’s registered office is located at 412F, route

d’Esch, L-1471 Luxembourg. The Company is registered

with the Luxembourg Register of Commerce and

Companies under the designation ‘R.C.S. Luxembourg B

43172’. As a company incorporated in Luxembourg and with

shares traded on the Oslo Stock Exchange and American

Depositary Receipts (ADRs) traded over the counter in the

US, Subsea 7 S.A. is subject to Luxembourg laws and

regulations with respect to corporate governance.

As a company listed on the Oslo Stock Exchange, where

itsshares are actively traded, the Company follows the

Norwegian Code of Practice for Corporate Governance on

a ‘comply or explain’ basis, where this does not contradict

Luxembourg laws and regulations. The Norwegian Code

ofPractice for Corporate Governance is available at

www.nues.no.

The Group’s corporate governance policies and procedures

are explained below, with reference to the principles of

corporate governance as set out in the sections identified

inthe Norwegian Code of Practice for Corporate

Governance dated 28 August 2025.

Articles of Incorporation – nature of the

Group’s business

As stated in its Articles of Incorporation, Subsea 7 S.A.’s

business activities are as follows:

“The objects of the Company are to invest in subsidiaries

which predominantly will provide subsea construction,

maintenance, inspection, survey and engineering services,

in particular for offshore energy related industries. The

Company may further itself provide such subsea construction,

maintenance, inspection, survey and engineering services, and

services ancillary to such services.

“The Company may, without restriction, carry out any and

allacts and do any and all things that are not prohibited by

law in connection with its corporate objects and to do such

things in any part of the world whether as principal, agent,

contractor or otherwise. More generally, the Company

mayparticipate in any manner in all commercial, industrial,

financial and other enterprises of Luxembourg or foreign

This section sets out the arrangements the

Board has put in place to help ensure that it

fulfils its corporate governance obligations,

including the application oftheprinciples

of the Norwegian Code of Practice for

Corporate Governance.

REGULATORY COMPLIANCE

BOARD OF DIRECTORS

KRISTIAN SIEM (REPRESENTATIVE

OF TREVERI S.à r.l.)

CHAIRMAN

DAVID MULLEN

SENIOR INDEPENDENT DIRECTOR

ELDAR SÆTRE

INDEPENDENT DIRECTOR

ELISABETH PROUST VAN HEESWIJK

INDEPENDENT DIRECTOR

NIELS KIRK

INDEPENDENT DIRECTOR

LUCIA DE ANDRADE

INDEPENDENT DIRECTOR

LOUISA SIEM

DIRECTOR

2025 CORPORATE

GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

nationality through the acquisition by participation,

subscription, purchase, option orby any other means of

allshares, stocks, debentures, bonds or securities; the

acquisition of patents and licences which it will administer

and exploit; it may lend or borrow with or without security,

provided that any monies so borrowed may only be used

forthe purposes of the Company, or companies which

aresubsidiaries of or associated with or affiliated to the

Company; it may grant assistance, including, without

limitation, grant parent company guarantees, to any

affiliated company and take any measure forthe control

and supervision of such companies; in general it may

undertake any operations directly or indirectly connected

withtheseobjects.”

The full text of the Company’s Articles of Incorporation,

asamended, is available onSubsea7’swebsite.

Business

The Board of Directors has set strategies and targets for

the Company’s business. Since 1 January 2021, the Group

has structured itself around its diversified strengths,

reporting through two operational business units:

Subseaand Conventional, and Renewables.

The Subsea and Conventional business unit operates

globally in offshore energy services, delivering design, EPCI

and decommissioning projects in all water depths, operating

under the Subsea7 brand.

The Renewables business unit is an experienced partner

forthe delivery of offshore wind farm projects and specialist

foundations and cable-lay services, mainly operating under

the Seaway7 brand.

Further details of the Group’s business units are outlined

inthe ‘Our Strategy’ and ‘Business Unit Financial Review’

sections on pages 10 to 11 and 22 to23, respectively.

Board of Directors: composition and

independence

As a Luxembourg-incorporated entity, the Company does

not have a corporate assembly.

The Board of Directors comprises seven Directors.

Duringthe year ended 31 December 2025, as permitted

byLuxembourg law, the Subsea7 employees were not

represented on the Board of Directors. The majority of the

Directors were, during the year ended 31 December 2025,

considered independent in accordance with both the rules

of the Oslo Stock Exchange, on which Subsea 7 S.A. is

listed, and the independence criteria of the Norwegian

Code of Practice for Corporate Governance.

The Board has a Senior Independent Director elected from

among its independent members to provide a sounding

board for the Chairman and to serve as an intermediary

forthe other Directors when necessary.

Biographies of the individual Directors are detailed on

pages 50 to 51.

The charters of the permanent committees do not permit

executive management to be members. The composition

ofthe Company’s Board of Directors and the controls to

avoid conflicts of interest are in accordance with both

Luxembourg company law and good corporate

governancepractice.

The Board of Directors has adopted a Board Diversity

Policy, the purpose of which is to ensure an inclusive and

diverse membership of the Board of Directors and that the

Board as a whole has the skills, expertise and experience

toguide the business and strategy of the Company for the

benefit of its shareholders as a whole, having regard to the

interests of all its stakeholders.

The Board Diversity Policy, as referenced on page 49,

isapplicable to the Board only but sits alongside the

Company’s Code of Conduct and associated global policies,

which set out the Company’s broader commitment to

diversity and inclusion. Other details of the Company’s

practices and initiatives in relation to diversity are

disclosedon page 29.

The Board of Directors’ objective is to have at least 33%

female representation on the Board. Three out of the

sevencurrent Directors of the Company are female.

The Corporate Governance, Nominations and Risk

Committee is responsible for ensuring that the Board has

the right balance of competencies, skills, experience and

knowledge and shall, among other things, report annually,

inthe Company’s Annual Report, on the implementation of

the Board Diversity Policy and other matters as required

byregulatory and statutory requirements applicable to

theCompany.

Prior to proposing candidates to the relevant general

meeting for election to the Board of Directors, the

Corporate Governance, Nominations and Risk Committee

seeks toconsult with the Company’s major shareholders.

Directors are elected by a general meeting for a term not

exceeding two years and may be re-elected. Directors need

not be shareholders. At a general meeting, the shareholders

may dismiss any Director, with or without cause, at any time

notwithstanding any agreement between the Company and

the Director. Suchdismissal may not prejudice the claims

that a Director may have for indemnification as provided

forin the Articles of Incorporation or for a breach of any

contract existing between him or her and theCompany.

If there is a vacancy on the Board of Directors, the

remaining Directors appointed at a general meeting have

the right to appoint a replacement Director until the next

meeting of shareholders, who will be asked to confirm

suchappointment.

With the exception of a candidate recommended by the

Board of Directors, or a Director whose term of office

expires at a general meeting of the Company, no candidate

may be appointed unless, at least three days and no more

than 22 days before the date of the relevant meeting, a

written proposal, signed by a duly authorised shareholder,

has been deposited at the registered office of the Company

together with a written declaration, signed by the proposed

candidate, confirming his or her wish to be appointed.

The Directors are encouraged to hold shares in the

Company as the Board of Directors believes it promotes

acommon financial interest between the members of the

Board of Directors and the shareholders of the Company.

Details of the Directors’ shareholdings are on page 69.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

the Board of Directors is scheduled to convene on

sevenoccasions, but the schedule is flexible to react

tooperational or strategic changes in the market and

circumstances affecting the Group.

The Board of Directors has overall responsibility for

themanagement of the Group and has delegated daily

management and operations to the CEO, who is appointed

by and serves at the discretion of the Board of Directors.

The CEO is supported by the other members ofthe

Executive Management Team, further details of which

areon pages 52 to 53.

The Executive Management Team has the collective

dutytodeliver Subsea7’s strategic, financial and other

objectives, as well as to safeguard the Group’s assets,

organisation and reputation. TheBoard of Directors has

internal regulations for its own operation and approves

objectives for its own work, as well as the work of the

Executive Management Team, with particular emphasis

onclear internal allocation of responsibility and duties.

It is the duty of the Executive Management Team to provide

the Board of Directors with appropriate, precise and timely

information on the operations and financial performance

ofthe Group in order for the Board of Directors to

performits duties. The Board of Directors has established

aCorporate Governance, Nominations and Risk Committee,

aCompensation Committee, a Tender Committee and

anAudit and Sustainability Committee, each of which has

acharter approved by the Board of Directors. Matters are

delegated to the committees as appropriate. The Directors

appointed to these committees are selected based on their

experience and to ensure the committees operate in an

effective manner. The minutes of allcommittee meetings

are circulated to all Directors.

The performance and expertise ofthe Board of Directors

ismonitored and reviewed annually, including an evaluation

of its composition and the manner in which its members

function, bothindividually and as a collegiate body. In line

with best practice, theevaluation of the performance ofthe

Board of Directors is conducted by an external facilitator

every third year. During 2025, the evaluation of the

performance of the Board of Directors was conducted

internally by the Company Secretary and further details

ofthis can be found on page 49.

The Board of Directors adheres to the Board

Charter, which setsout the instructions for

theBoard.

The main responsibilities of the Board of Directors are:

1. Setting the Values used to guide the affairs of the

Group. This includes the Group’s commitment to

achieving its health and safety vision and the Group’s

adherence to the highest ethical standards in allofits

operations worldwide.

2. Integrating environmental improvement into business

plans and strategies and seeking to embed sustainability

and climate-related matters into the Group’s

businessprocesses.

3. Overseeing the Group’s compliance with its statutory

and regulatory obligations and ensuring that systems

and processes are in place to enable these obligations

to be met.

4. Setting the strategy and targets of the Group.

5. Establishing and maintaining aneffective corporate

structure for the Group.

6. Overseeing the Group’s compliance with financial

reporting and disclosure obligations.

7. Overseeing the risk management of the Group.

8. Overseeing Group communications.

9. Determining its own composition, subject to the

provisions of the Company’s Articles of Incorporation.

10. Ensuring the effective corporate governance of the Group.

11. Setting the Remuneration Policy for the Directors,

including the Non-Executive Directors’ fees, as well

asthe CEO’s remuneration, and approving the

Remuneration Report as proposed by the

CompensationCommittee.

12. Setting and approving policies.

The Board of Directors’ Charter isavailable on the

Subsea7 website.

Responsibilities during the year

During the year, the Board of Directors sets a plan for

itswork forthe following year, which includes a review

ofstrategy, objectives and their implementation, the

reviewand approval of the annual budget and the review

and monitoring of the Group’s current year financial

performance. In 2026, but subject to completion of

theproposed merger with Saipem S.p.A.,

WORK OF THE BOARD

OFDIRECTORS

CORPORATE GOVERNANCE REPORT CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

Risk management and internalcontrol

The Board of Directors acknowledges its responsibility

forthe Group’s identification and management of risk along

with the system of internal control and for reviewing the

effectiveness of this system. The Group’s system of internal

control is designed to manage, rather than eliminate,

therisk of failure to achieve business objectives and

canonly provide reasonable, not absolute, assurance

against material financial misstatement or loss. The Board

of Directors carries out an annual review of the Group’s

most important areas of exposure to risk and its internal

control arrangements, having regard to thechanging

natureof risks and the Group’s ability to cope with them.

The Group adopts internal controls appropriate to its

business activities and geographical spread. The key

components of the Group’s system of risk management

andinternal control are described in the ‘Risk Management

Overview’ section on pages 30 to 47. The Group has in

place clearly defined lines of responsibility and limits of

delegated authority. Comprehensive procedures provide

forthe appraisal, approval, control and review of capital

expenditure. An Executive Risk Committee meets biannually

to review priority and emerging risks and to review and

discuss the Group’s risk and risk management procedures.

The Executive Risk Committee reports to the Board. The

Executive Management Team also meets with functional

senior management on aregular basis to discuss particular

issues, including key operational and commercial risks,

health and safety performance, sustainability and climate-

related matters, environmental factors, and legal and

financial matters.

The Corporate Governance, Nominations and Risk

Committee is appointed by the Board of Directors. One

ofthe Committee’s responsibilities is to oversee the Group’s

risk management framework and periodically review priority

and emerging risks. The Group Head of Insurance & Risk

prepares a report for the Committee and presents to the

Board annually.

The Group has a comprehensive annual planning and

management reporting process. A detailed annual budget

isprepared in advance of each year and supplemented by

forecasts updated during the course of the year. Financial

results are reported monthly totheExecutive Management

Team and quarterly to the Board of Directors and compared

to budget, forecasts, market consensus and prior year results.

The Board of Directors reviews reports on actual financial

performance and forward-looking financial guidance.

The Board of Directors derives further assurances from the

reports of the Audit and Sustainability Committee. The Audit

and Sustainability Committee has been delegated responsibility

to review the effectiveness of the internal financial control

systems implemented by management and is assisted by

the Group’s internal audit function and the external auditor

where appropriate.

Sustainability

In accordance with its charter detailed on page 56, the

Board of Directors is responsible for guiding the Company’s

strategy and setting targets in relation to sustainability and

climate-related matters, and when defining the objectives,

strategies and risk profiles for the Company’s business

activities, sustainability impacts, risks and opportunities

areconsidered.

The Board has delegated authority to the Audit and

Sustainability Committee to include oversight of sustainability

matters. These responsibilities include, among others,

monitoring sustainability reporting processes and the

effectiveness of internal controls and risk management

regarding the sustainability reporting process. The Audit

and Sustainability Committee provides a report to the Board

of Directors after every meeting and this enables a clear

communication channel to the Board of Directors.

As detailed on page 59, the Audit and Sustainability

Committee is chaired by Mr Eldar Sætre, who has recent

and relevant experience in sustainability matters as detailed

in his biography on page 51. Additionally, as summarised

onpage 48, an assessment of the skills, expertise and

experience of the Board of Directors is carried out each

year, and sustainability skills and expertise are reviewed

aspart of the assessment. The most recent assessment

indicated that six out of seven Directors have sustainability

skills and experience of direct relevance to the Company’s

material impacts, risks and opportunities, including, but not

limited to, climate strategy, health and safety, diversity

andinclusion, labour practices and human rights, and

cybersecurity and privacy. Director’s biographies, which

provide further details of their experience, are available

onpages 50 to 51.

At management level, an Executive Sustainability

Committee, comprising the Executive Management

Teammeets regularly to review and discuss the Group’s

sustainability procedures and reports to the Board of

Directors. Sustainability and climate-related matters

represent a permanent feature on every routine Board

agenda, allowing the Board of Directors to monitor

andoversee the Company’s progress in relation to its

sustainability strategy and targets. This is in line with

theBoard’s aim to carry out business in a manner that

issustainable for the Company’s shareholders, having

regard to financial, social and environmental considerations.

You can read further about sustainability governance in

the‘Sustainability Governance’ section on pages 73 to 74.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

5. Annually reviewing the Company’s corporate

governance guidelines, procedures and policies for the

Board of Directors and recommending to the Board

ofDirectors any changes and/or additions thereto that

itbelieves are desirable and/or required. These

governance guidelines include the following:

• how the Board of Directors isselected and

compensated (for example, the size of the Board,

Directors’ compensation, qualifications, independence,

retirement and conflicts of interest).

• how the Board of Directors functions (for example,

procedures for Board meetings, agendas, committee

structure and format and distribution ofBoard materials).

• how the Board of Directors interacts with

shareholders and management (for example,

selection and evaluation of the CEO, succession

planning, communications with shareholders and

access tomanagement).

6. Overseeing the annual evaluation of the Board

ofDirectors’ performance.

7. Overseeing all aspects of Subsea7’s compliance and

ethics programme. This includes a regular review of the

structure of the compliance function, the scope of its

activities and the effective implementation of the

programme (including procedures for employees to

raise concerns about breaches of the Group’s Code

ofConduct and for such concerns to be investigated

and remediated).

8. Overseeing Subsea7’s risk management framework and

periodically reviewing the priority risks, including:

• a regular review with the Head of Insurance and Risk,

to discuss the performance and focus areas of the

Executive Risk Committee as well as emerging risks.

• approval of the content for the ‘Principal Risks and

Uncertainties’ section of the Company’s Annual Report.

9. Annually reviewing the Committee’s own performance.

The Corporate Governance, Nominations and Risk

Committee Charter isavailable on the Subsea7 website.

The Board of Directors has established a

Corporate Governance, Nominations and

RiskCommittee. The composition of this

Committee is for the Board of Directors to

determine in accordance with the Company’s

Articles of Incorporation. The Board of

Directors believes that the committee,

comprising certain members of the Board

ofDirectors, the majority of whom are

independent of the Company’s main

shareholders, has the most suitable

levelofunderstanding of the Company

tocarry outthe duties of the committee.

The Corporate Governance, Nominations and Risk

Committee’s main responsibilities are:

1. Actively seeking and evaluating individuals qualified

tobecome Directors of the Company and nominating

candidates to the Board of Directors.

2. Periodically reviewing the composition and duties of the

Company’s permanent committees and recommending

any changes to the Board of Directors.

3. Periodically reviewing the compensation of the Non-

Executive Directors and making any recommendations

to the Board of Directors.

4. Annually reviewing the duties and performance of

theChairman of the Board and recommending to the

Board ofDirectors a Director for election by the Board

of Directors tothe position ofChairman of the Board.

CORPORATE GOVERNANCE,

NOMINATIONS AND RISK

COMMITTEE

Committee members

David Mullen

Committee Chairman

Kristian Siem

Niels Kirk

CORPORATE GOVERNANCE REPORT CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

AUDIT AND SUSTAINABILITY

COMMITTEE

The Audit and Sustainability Committee

isresponsible for ensuring that the Group

hasan independent and effective external

andinternal audit process. TheAudit and

Sustainability Committee supports the Board

of Directors in the administration and exercise

of its responsibility for supervisory oversight

of financial reporting and internal control

matters and to maintain appropriate

relationships with the external auditor.

TheAudit and Sustainability Committee is

alsoresponsible for monitoring sustainability

reporting processes and the effectiveness

ofinternal controls and risk management

regarding the sustainability reporting process

and reports thereon to the Board of Directors.

A majority of the Audit and Sustainability

Committee, including the Chairman, are

independent as required by Luxembourg law.

The Audit and Sustainability Committee’s main

responsibilities include:

1. Monitoring the financial reporting process and submitting

recommendations or proposals to ensure its integrity.

2. Monitoring the effectiveness of the Company’s and the

Group’s internal quality controls, internal audit function,

financialcontrolsframework and, where applicable, risk

management systems.

3. Monitoring the statutory audit of the Company’s Annual

Accounts and the Consolidated Financial Statements

ofthe Group, inparticular its performance, taking into

account any findings and conclusions ofthe

competentauthority.

4. Reviewing the quarterly, half-yearly and annual

Consolidated Financial Statements of the Group

beforetheir approval by the Board ofDirectors.

5. Informing the Board of Directors of the outcome of the

statutory audit and explaining how the statutory audit

contributed to the integrity of financial reporting and

therole of the Committee inthat process.

6. Reviewing and monitoring the independence of the

external auditor, in particular with respect to the

appropriateness of the provision of additional non-audit

services to the Company and the Group, and putting in

place procedures and making recommendations with

respect to the selection and appointment of the

externalauditor.

7. Reviewing the report from the external auditor on key

matters arising from the Group and the Company

statutory audits.

8. Dealing with complaints received directly or via

management, including information received

confidentially and anonymously, in relation to

accounting, financial reporting, internal controls

andexternal audit issues.

9. Reviewing the disclosure oftransactions involving

relatedparties.

10. Monitoring sustainability reporting processes and the

effectiveness of internal controls and risk management

regarding the sustainability reporting process.

11. Annually reviewing the Audit and Sustainability

Committee’s own performance.

The Audit and Sustainability Committee Charter is available

on the Subsea7 website.

The terms of reference of the Audit and Sustainability

Committee, as set out in the Audit and Sustainability

Committee Charter, satisfy the requirements of applicable

law and are in accordance with the Company’s Articles

ofIncorporation.

The Chairman of the Audit and Sustainability Committee is

Mr Eldar Sætre, whose biography can be found on page 51.

The Board of Directors has determined that Mr Sætre is the

Audit and Sustainability Committee’s financial expert and is

competent in accounting and audit practice, with recent and

relevant financial experience. The Audit and Sustainability

Committee Charter requires that the Audit and Sustainability

Committee shall consist of not less than three Directors.

The Audit and Sustainability Committee meets at least

fourtimes a year, and its meetings are attended by

representatives of the external auditor and by the

Group’sHead of Internal Audit.

Committee members

Eldar Sætre

Committee Chairman

Lucia de Andrade

Elisabeth Proust VanHeeswijk

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

The Compensation Committee’s main responsibilities are:

1. Annually reviewing and approving the compensation

paid to the executive officers of the Company, with

the exception of the CEO where theCompensation

Committee may make a recommendation tothe Board

of Directors.

2. Reviewing the CEO’s performance against objectives

and making a proposal to the Board of Directors for

the CEO’s compensation based onitsevaluation.

3. Overseeing the Company’s remuneration plans in

accordance with the objectives of the Company and

making recommendations to the Boardof Directors.

4. Reviewing remuneration plans and programmes and

making recommendations to the Board of Directors

regarding existing executive officer’s compensation

plans and regarding the adoption of new plans or

programmes relating toexecutive officers.

5. Recommending to the Board of Directors the terms

of any contractual agreements and other similar

arrangements that may be entered into with executive

officers of the Company and its subsidiaries.

6. Approving appointments of the CEO, the CEO’s direct

reports and certain other roles.

7. Approving the Remuneration Report to be included

in the Company’s Annual Report.

8. Annually reviewing the Compensation Committee’s

own performance.

The Compensation Committee Charter is available on the

Subsea7website.

The Compensation Committee is a committee

of the Board ofDirectors that has been

established to assist in developing a fair

compensation programme for executive

officers and to ensure compliance withlegal

requirements as tothe compensation of

executive officers.

COMPENSATION COMMITTEE

Committee members

Kristian Siem

Committee Chairman

David Mullen

Niels Kirk

CORPORATE GOVERNANCE REPORT CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

TENDER COMMITTEE

The Tender Committee has been established

by the Board of Directors to review tenders.

Dependent on the tender value and

complexity (such as technology and

partnering), the Company has escalating

levels of approval requirements. Tenders

meeting specific financial and risk criteria

must be reviewed and approved by the

Tender Committee.

The Tender Committee’s main responsibilities are:

1. Assessing tenders meeting specific financial and risk

criteria as set by the Board of Directors.

2. Determining on behalf of the Board of Directors whether

or not to authorise the CEO/management to proceed

withsuch tenders, based on asummary of the tender

provided by management addressing key items

including margin, contingency, risk assessment and

cash flow.

3. Calling for any further information that it may

require from management in arriving at a decision

on proposed tenders.

4. Communicating the outcome of each tender review

tomanagement as soon asreasonably possible.

The Tender Committee Charter is available on the

Subsea7 website.

Committee members

Kristian Siem

Committee Chairman

Lucia de Andrade

Eldar Sætre

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Proxy forms are available and may be submitted by eligible

shareholders. The forms allow separate voting instructions

to be given for each proposed resolution to one of the

representatives indicated on the proxy form and also allow

a person to be nominated to vote on behalf ofshareholders

as their proxy. There will be a separate vote for each

candidate nominated for election to the Board of Directors.

Details will be provided in the resolutions and supporting

information distributed to shareholders ahead of theAGM.

Under Luxembourg law, there are minimum quorum

requirements for EGMs but no minimum quorum

requirement for AGMs. Decisions will be validly made at the

AGM regardless of the number of shares represented if

approval is obtained from a majority of the votes of those

shareholders who are present or represented.

The Articles of Incorporation of the Company provide that

the AGM will be chaired by the Chairman of the Board of

Directors. However, the Board of Directors ordinarily

delegates authority to the Company Secretary to chair the

AGM. If a majority of the shareholders request an

alternative independent chairman, one will be appointed.

At the AGM, the shareholders, inter alia, elect members of

the Board of Directors for nominated terms of appointment,

approve the Company’s Annual Accounts, approve the

Group’s Annual Report which includes the Consolidated

Financial Statements, discharge the Directors from their

duties for the financial year, approve (by an advisory vote)

the Company’s Remuneration Report and the Company’s

Remuneration Policy, and approve the statutory auditor’s

appointment. In accordance with Luxembourg law and the

Company’s Articles ofIncorporation, the Chairman ofthe

Board is elected by the Board of Directors based on its

insight into who has the most suitable level of

understanding of the Company to carry out the

dutiesoftheChairman.

Implementation and reporting on

corporate governance

Subsea 7 S.A. acknowledges the division of roles between

shareholders, the Board of Directors and the Executive

Management Team. The Group further ensures good

governance isadopted by holding regular Board of

Directors’ meetings, which the Executive Management

Team attends and at which strategic, operational and

financial matters are presented.

The Group’s vision is: to make possible the global delivery

ofoffshore energy for today andtomorrow.

The Group’s Values are Safety, Integrity, Sustainability,

Performance, Collaboration and Innovation.

In pursuit of the six Values, theGroup has an Ethics Policy

Statement and a Code of Conduct that reflect its

commitment to clients, shareholders, employees and other

stakeholders to conduct business legally, and with integrity

and honesty. The Ethics Policy Statement and the Code of

Conduct were approved by the Board of Directors, were

issued to all Directors, officers and employees, and are

subject toperiodic review and updates.

General meetings

The Company’s Articles of Incorporation provide that the

AGM shall be held within six months from the end of the

financial year and in 2026 it will beheld on 12 May, unless

the proposed merger with Saipem S.p.A. completes before

that date.

The notice of meeting and agenda documents for the AGM

are posted on the Group’s website (and published in such

media as selected by the Board of Directors and in the

Luxembourg official gazette (RESA)) at least 30 days prior

to the meeting. Documentation from previous AGMs is

available on the Subsea7 website.

All shareholders that are registered with the Norwegian

Central Securities Depository System receive a written

notice of the AGM. The record date for common

shareholders will be 14 days before the AGM at midnight

(Luxembourg time), with a differing deadline for ADR

holders. Subject to the procedures described in the Articles

of Incorporation, all shareholders holding individually

orcollectively at least 5% of the issued shares have the

rightto add items to the agenda of the AGM and draft

resolutions for items included, or to be included, in the AGM.

All shareholders on the register as at the record date will be

eligible to attend in person, or vote by proxy, at the AGM.

COMMUNICATION WITH

STAKEHOLDERS

CORPORATE GOVERNANCE REPORT CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

Equity and dividends

Shareholders’ equity

Total shareholders’ equity on 31 December 2025 was

$4.4billion (2024: $4.3 billion) which the Board of Directors

believes is satisfactory given the Group’s strategy, objectives

and risk profile.

Dividend policy

It is Subsea7’s objective to give its shareholders an

attractive return on their invested capital. The Group’s

commitment to returning capital to shareholders is confirmed

in its formal Dividend Policy to pay a regular dividend of NOK

6.00 per share each year.

In connection with the proposed merger with Saipem S.p.A.,

the EGM held on 25 September 2025 approved:

(i)adistribution of EUR 450 million equating to approximately

NOK 18.00 per share to the shareholders of the Company

to be distributed immediately prior to the effective date

ofthe merger, subject to the conditions precedent to the

merger (providedfor in the merger agreement dated

23 July2025 between the Company and Saipem S.p.A.)

having been met or waived; and (ii) a distribution of EUR

105 million equating to approximately NOK 4.15 per share

tothe shareholders ofthe Company. This distribution is

related to a permitted business divestment in accordance

with the merger agreement with Saipem S.p.A.. The

distribution is expected to be paid after closing of the

relevant transaction or(ifearlier) immediately before the

proposed merger effective date.

To the extent that the proposed merger with Saipem S.p.A.

is not effective by the time of the AGM, which is scheduled

to take place on 12 May 2026, the shareholders will

beasked to approve the payment of a dividend of

NOK13.00 per share comprised of the annual dividend

ofapproximately $350 million and an interim dividend of

approximately $50 million approved by the Board of Directors.

Equity mandates

At the EGM held on 8 May 2025, the Board of Directors’

authority to approve the purchase of the Company’s shares

up to a maximum of 30,000,000 common shares

(representing approximately 10% of the issued common

shares on 26 February 2025) was granted until 8 May 2027.

This authority is subject to certain purchase price

conditions and is conditional on such purchases being made

in open market transactions through the Oslo Stock

Exchange, subject to certain limitations. The Board of

Directors was also granted authority for a period ending on

8 November 2027 to cancel shares repurchased under

such authorisation and to reduce the issued share capital

through such cancellations.

At the same EGM the Company’s shareholders

approvedthe renewal of the authorised share capital at

$900,000,000 (including the issued share capital) with

authority for the Board of Directors to issue new common

shares within the authorised unissued share capital and

with any authorised but unissued common shares lapsing

on 23 May 2027. Additionally, the Board of Directors was

authorised to issue new shares within the authorised

unissued share capital. The Board of Directors was

authorised to waive, suppress or limit existing shareholders’

preferential subscription rights up toa maximum of

30,000,000 common shares (representing approximately

10% of the issued common shares on 26 February 2025).

These authorisations were granted for a period of two

years, expiring on 23 May 2027, to reduce, inter alia, the

administrative burden of convening an EGM annually.

Equal treatment of shareholders and

transactions with close associates

One class of shares

The Company has one class of shares that are listed on

theOslo Stock Exchange. Each share carries equal rights

including an equal voting right at annual or extraordinary

general meetings ofshareholders of the Company. No

shares carry any special controlrights. The Company’s

Articles of Incorporation contain no restrictions on

votingrights.

Share issues

The Board of Directors is authorised to suppress thepre-

emptive rights of shareholders under certain circumstances

and within the limits set out previously. This is toallow

flexibility to deal with matters deemed to be in the best

interest ofthe Company.

In the event of the Board of Directors resolving to issue

newshares and waive the pre-emptive rights of existing

shareholders, the Board of Directors intends to comply with

the recommendation of the Norwegian Code of Practice for

Corporate Governance that the justification for such waiver

is noted in the stock exchange announcement relating to

such ashare issue.

Related party transactions

Any transactions between the Group and members

oftheBoard of Directors, executive management or

closeassociates are detailed in Note 34 ‘Related party

transactions’ to the Consolidated Financial Statements.

The Charter of the Board of Directors contains provisions

on how the Board of Directors and executive management

will handle agreements between the Company and related

parties, and the Board of Directors will, from time to time,

determine the necessity of obtaining third-party valuations

on transactions between the Company and related parties.

Any material transaction between the Company and a

related party shall be subject to the prior approval of the

Board of Directors, unless entered into in the ordinary

course of business and concluded on normal market

terms,in which case the Board of Directors shall establish

an internal procedure to periodically assess whether

theseconditions are fulfilled.

The Group’s Code of Conduct requires any Director or

employee to declare if they hold any direct or indirect

financial interest in any transaction entered into by the

Group. Under Luxembourg law, Directors may not vote

ontransactions in which they have a direct or indirect

financial interest conflicting with that oftheCompany.

Freely negotiable shares

Subsea 7 S.A.’s shares are traded as common shares on the

Oslo Stock Exchange and as ADRs over the counter in the US.

All shares are freely negotiable. The Articles of Incorporation

contain no form of restriction onthe negotiability of shares

intheCompany.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Auditor

The external auditor meets the Audit and Sustainability

Committee annually regarding the planning and preparation

of the audit of the Group’s Consolidated Financial

Statements and the Company’s Annual Accounts.

The Audit and Sustainability Committee members hold

separate discussions with theexternal auditor during the

year without members of the Executive Management Team

being present. The scope, resources and level of fees

proposed by the external auditor in relation to the Group’s

and the Company’s audits and related activities are

approved bythe Audit and Sustainability Committee.

The Audit and Sustainability Committee recognises that

itisoccasionally in the interest of the Group to engage

itsexternal auditor to undertake certain non-prohibited

non-audit assignments. Fees paid to the external auditor

foraudit and non-audit services are reported in Note 6

‘Netoperating income’ to the Consolidated Financial

Statements, which are in turn approved at the AGM.

TheAudit and Sustainability Committee also requests

theexternal auditor to confirm annually in writing that the

external auditor remains independent.

In 2022, a formal tender for a five-year engagement for

therole of the Company’s external auditor was conducted,

and a contract was awarded. The external auditor’s

appointment will be approved annually at the AGM.

Takeovers

Subsea 7 S.A.’s Board of Directors endorses the principles

concerning equal treatment of all shareholders. In the event

of a takeover bid, itisobliged to act in accordance with the

requirements of applicable Luxembourg and Norwegian law

provisions and in accordance withthe applicable principles

forgood corporate governance.

The Company has been notified of the following significant

shareholders who control 5% ormore of the voting rights of

theCompany:

(a)

Siem Industries S.A. 23.6

Folketrygdfondet 9.2

a. Information is correct as of 31 December 2025.

Additionally, based upon notifications submitted to the

Company, pursuant to Articles 8, 9, 12 or 12a of the

Luxembourg Transparency Law there are no shareholders

holding more than 5% ofthe voting rights in the Company.

Information and communications

Subsea 7 S.A.’s Board of Directors concurs with the

principles of equal treatment of all shareholders and the

Group is committed to reporting financial results and other

information on an accurate and timely basis. The Group

provides information to the market through quarterly and

annual reports, investor and analyst presentations which

are available to the media, and operational and financial

information available onSubsea7’s website.

Announcements are released through notification to the

company disclosure systems ofthe Oslo Stock Exchange

and the Luxembourg Commission deSurveillance du

Secteur Financier, and simultaneously on the Subsea7

website. As a listed company, the Company complies with

the relevant regulations regarding disclosure. Information

isonly provided in English.

The Company complies in all material respects with

‘TheOslo Børs Code of Practicefor IR’, which is available

atwww.oslobors.no.

Directors’ and Chief Executive

Officer’s responsibility statement

We confirm that, to the best of our knowledge,

the Consolidated Financial Statements and the

Unconsolidated Financial Statements for the year

ended 31 December 2025 have been prepared in

accordance with current applicable accounting

standards and give a true and fair view of the

assets, liabilities, financial position and results of the

Company and the Group taken as a whole. Wealso

confirm that, to the best of our knowledge, the 2025

Annual Report, Consolidated Financial Statements

and Unconsolidated Financial Statements include a

fair review of the development and performance of

the business and the position of the Group, together

with a description of the principal risks and

uncertainties facing the Group.

By order of the Board of Directors of Subsea 7 S.A.

Kristian Siem

Chairman

John Evans

Chief Executive Officer

CORPORATE GOVERNANCE REPORT CONTINUED

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

REMUNERATION REPORT

Letter from the Chairman of

theCompensation Committee

As Chairman of the Compensation Committee, I am

pleasedto present the Board’s report on Subsea7’s

Executive Officers’ remuneration, as well as that of the

Non-Executive Directors of Subsea 7 S.A. for the year

ended 31 December 2025 (the 2025 Remuneration Report),

which will be submitted for advisory vote to shareholders

atthe 2026 AGM. During 2023, the Board and the

Company’s shareholders approved Subsea 7 S.A.

Directors’remuneration policy (the Remuneration Policy)

applicable to Executive Officers and Non-Executive

Directors of the Company. The Remuneration Policy

waseffective for the years 2023, 2024 and 2025 and

theintention is for it to continue to be effective for 2026,

ifno material changes are contemplated. At the 2025 AGM,

the Company’s shareholders approved by an advisory vote

the 2024 Remuneration Report.

2025 Overview

To support the delivery of our strong backlog, 2025 has seen

continued focus on global recruitment and retention of our

existing talent through further enhancing our Being7 offering.

The Annual Salary Review conducted in 2025 recognised

local inflation levels, ensured alignment with the external

market and recognised our people for their contributions

toSubsea7’s goals.

The Short Term Incentive Plan 2025 (STIP 2025) triggers

for payment were met. A payout will be made to all participants

in 2026, taking into account the achievement of plan

measures and individual performance and contribution

tobusiness goals.

The Long Term Incentive Plan 2022 award (LTIP 2022)

measured Total Shareholder Return (TSR) against a peer

group, Cash Conversion Ratio (CCR) and Return on

Average Invested Capital (ROAIC) over a performance

period of three years from 1 July 2022 to 30 June 2025.

Asa result of the partial achievement of two of the three

performance metrics, vesting occurred.

In 2025, to continue to retain and incentivise Subsea7’s

leaders and key employees, awards (LTIP 2025 Awards)

were made under the 2022 Long Term Incentive Plan (2022

LTIP Plan). LTIP 2025 Awards were made to approximately

150 leaders and key employees to incentivise and reward

participants over the long term for sustained performance,

delivery of the business strategy and shareholder value.

Theperformance conditions included those within the

existing plan: TSR, CCR and ROAIC. LTIP 2025 Awards

were effective 1 October 2025 with a three-year

performance period from 1 July 2025 to 30 June 2028

forall performance measures.

Remuneration arrangements for 2026

In relation to 2026, the structure of remuneration

arrangements will be in line with that of 2025 and

asdetailed in the Remuneration Policy.

In 2026, our Annual Salary Review process will ensure

continued focus on attracting and retaining our talent,

ensuring that Subsea7 is an attractive company to work

for.Following the implementation of a new job architecture in

2024, the focus in 2025 was directed towards benchmarking

against external market data, which served as the initial

foundation for the Annual Salary Review process. In 2026,

greater emphasis will be placed on establishing a structured

and globally consistent approach towards salary reviews

incorporating employees’ market positioning and individual

performance as key considerations.

The Company will continue to operate an annual Short

Term Incentive Plan with targets set by the Compensation

Committee. The current performance conditions for

Executive Officers will continue to be based upon the

following metrics and weightings: Financial performance

(45%), Project performance (20%), Safety performance

(10%) and Personal objectives (25%).

The Company will continue to operate its 2022 LTIP Plan

asapproved at the AGM in 2022. The current performance

conditions for Executive Officers will continue to be based

upon the following metrics: TSR, CCR and ROAIC.

The full details of 2025 remuneration can be read in the

following report. On behalf of the Compensation Committee

and the Board of Directors, we hope you find this report

clear and informative.

2025 Remuneration

The Group’s Remuneration Policy is set by the

Compensation Committee and is designed to provide

remuneration packages which will help to attract, retain and

motivate our people to achieve the Group’s strategic

objectives and to enhance shareholder value. The

Compensation Committee also seeks to ensure that

theRemuneration Policy is applied consistently across

theGroup and that remuneration is fair and transparent,

while encouraging high performance.

The Compensation Committee benchmarks Executive

Officers’ remuneration against comparable companies

andseeks to ensure that the Group offers rewards and

incentives which are competitive with those offered by

theGroup’s peers.

Remuneration is composed of base salary, benefits, pension,

and short-term and long-term incentives. The Short Term

Incentive Plan and Long Term Incentive Plan are managed

ata group level and overseen by the Compensation

Committee with approval by the Board of Directors.

Furtherdetails can be found in the Remuneration Policy

atwww.subsea7.com.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

REMUNERATION REPORT CONTINUED

Annual Salary Review

The Annual Salary Review is a key annual process that

allows the Group to recognise our employees’ performance

through an increase to base salary in line with Group

performance and individual contribution, with an understanding

of local market rates.

In the third quarter of 2025, we applied a salary increase

that reflected general inflation, market conditions and

recognised our people for their performance and

contributions to Subsea7’s goals. As a result of the

continued competitive labour market, we recognised

increases in some external local markets and specialist

functions and performed adjustments where appropriate.

In line with the Annual Salary Review process, outlined in

the Remuneration Policy, along with the approach taken

in the wider organisation, the CEO and CFO received an

increase to base salary effective 1 July 2025. The base

salary adjustments were reviewed and approved by the

Compensation Committee taking into account:

• The individual’s role, performance and experience

• Business performance, and the external environment

• Base salary increases across the Group

• Base salary levels for comparable roles at relevant,

comparable businesses.

The CEO was awarded a 3% increase to base salary,

resulting in a new annual salary of $874,237.

The CFO was awarded a 3% increase to base salary,

resulting in a new annual salary of $605,241.

Note: payments are made in GBP. The amounts have been

translated into USD using an average exchange rate of

0.762 for the year.

Benefits and pension

Benefits and pension awarded to the CEO and CFO during

2025 were in accordance with the Remuneration Policy.

Benefits included private healthcare, life insurance, personal

accident insurance and a car allowance, along with the

opportunity to purchase additional flexible benefits.

The CEO received a cash allowance in lieu of a pension

contribution, in line with the Company’s policy in the UK on

lifetime allowances, which is paid less applicable employer

national insurance contributions. The CFO participated in

the UK defined contribution pension plan.

Short Term Incentive Plan

The Group operates a Short Term Incentive Plan (STIP),

anannual bonus scheme, with targets set by the

Compensation Committee. Thecurrent performance

conditions for the CEO and CFO are based upon the

following metrics and weightings:

• Financial performance (45%)

• Project performance (20%)

• Safety performance (10%)

• Personal objectives (25%).

Personal objectives focus on an individual’s key

contributions. Where a role has a significant contribution

tothe sustainability focus areas for the Group there will

bea personal objective related to this.

The STIP also has an element for all participants of 10% of

the overall bonus, related to the safety performance of the

Group, which is a material topic for the Group. The personal

element of the STIP ranges differs per band of the person

– the more junior a position the higher the percentage of

theSTIP that is related to personal objectives. For the CEO

andCFO this is 25%. For the CEO and CFO, the maximum

bonus opportunity in respect of 2025 was 150% and 100%

of base salary, respectively.

For the performance period from 1 January 2025 to

31 December 2025, the financial targets were achieved

whilst the safety performance target was not met.

TheGroup’s performance over the performance period

wasevaluated by the Compensation Committee who

recommended the STIP 2025 payout for approval by the

Board of Directors.

Based on the performance outcome against STIP 2025

targets, the bonus for the CEO was 81% of base salary,

resulting in a payment of $700,702. For the CFO, the bonus

was 54% of base salary, resulting in a payment of $323,476.

Note: payments are made in GBP. The amounts have been

translated into USD using an average exchange rate of

0.762 for the year.

Long Term Incentive Plan

The Group operates a Long Term Incentive Plan (LTIP).

TheLTIP provides for conditional share awards based upon

performance conditions over a three-year performance

period. The 2018 Long Term Incentive Plan (2018 LTIP Plan)

was approved by the Company’s shareholders at the AGM

on 17 April 2018 and was valid for a period up to five years

until 2023. Awards under the 2018 LTIP Plan were made

in2018, 2019, 2020 and 2021. The 2022 LTIP Plan was

approved by the Company’s shareholders at the AGM

on12 April 2022, superseding the 2018 LTIP Plan, and is

validfor a period of five years until 2027. The principles

ofthe plan were unchanged from previous years whereby

aconditional award of shares is made that provides for

share awards which vest over a three to five-year period

subject to performance measures.

The 2022 LTIP Plan has a five-year term with awards being

made annually in October. The aggregate number of shares

which may be granted in any calendar year is limited to

0.5% of issued share capital on 1 January of that calendar

year. The total number of shares that may be delivered

pursuant to awards under the plan shall not exceed

11,500,000. The total number of share awards and shares

granted to the CEO and CFO are recommended by the

Compensation Committee for approval by the Board of

Directors. The 2022 LTIP Plan is an essential component

of the Company’s reward strategy and is designed to

alignthe interests of participants with those of Subsea7’s

shareholders; it also enables participants to share in the

success of the Company.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

The 2022 LTIP Plan provides for conditional awards of

shares based upon performance conditions measured

over a performance period of three years. Performance

conditions are based upon three measures and weightings,

all tied to the Company’s financial performance and

competitiveness and as determined by the Compensation

Committee. During 2024 the Compensation Committee

approved the following revised weightings to apply to the

LTIP 2025 Awards under the terms of the 2022 LTIP Plan:

• Total Shareholder Return (50%)

• Cash Conversion Ratio (30%)

• Return on Average Invested Capital (20%).

All three performance conditions are determined over

athree-year period from 1 July in the year of award to

30 June three years later. Subject to the achievement

oftheperformance conditions, awards will vest in equal

tranches after three, four and five years from award date.

Under the terms of the LTIP, participants are not entitled

toreceive dividend-equivalent payments during the

performance and holding periods. On 31 December 2025,

there were approximately 150 participants in the active LTIP

schemes (2018 and 2022 LTIP Plans). Individual award caps

are in place such that no participant may be granted shares

under the 2022 LTIP Plan in a single calendar year that

have an aggregate fair market value in excess of 150%,

inthe case of the CEO, CFO and other members of the

Executive Management Team, and 100%, in the case of

other employees, of their annual base salary at the date of

the award. Additionally, a holding requirement for the CEO,

CFO and other members of the Executive Management

Team applies under which they must hold 50% of all

awardsthat vest until they have built up a shareholding

witha market value of 150% of their annual base salary,

andthismust be maintained throughout their tenure.

Total Shareholder Return based awards

The Company must achieve a Total Shareholder Return

(TSR) ranking above the median for any awards to vest.

Ifthe ranked TSR position of Subsea7 during the three-year

performance period, as converted to a percentage, is equal

to 50%, 20% of the share award will vest. If the ranked

TSRposition of the Company is greater than 50% and

below 75%, the vesting of the share award between 20%

and 50% is determined by linear interpolation. The maximum

award of 50% would vest if the Company achieved a ranked

TSR position equal to or greater than 75%.

The table below summarises the TSR performance

condition applicable to the LTIP 2025 Awards under the

2022 LTIP Plan:

Performance

Vesting level

(% of total award)

<50% Below median 0%

=50% Median 20%

>50%

<75%

Between median and

upper decile

Linear interpolation

between 20% and 50%

≥75% Upper decile 50%

TSR will be measured relative to the following peergroup:

• Aker Solutions ASA

• Baker Hughes Company

• Fugro N.V.

• Halliburton Company

• Oceaneering International, Inc.

• Saipem S.p.A.

• SBM Offshore N.V.

• Schlumberger Limited

• TechnipFMC plc

• Transocean Ltd.

• Vantris Energy Berhad

• Worley Limited

Cash Conversion Ratio based awards

The Cash Conversion Ratio (CCR) measures the conversion

of Adjusted EBITDA into a form of cash. The Board believes

this measure is an important addition to the LTIP as it aligns

with shareholder interests in making sure the business

converts profitability into cash generated from operations

ina timely manner. The Group can exert significant

influence in achieving this goal. Furthermore, it is clear

and≈predictable, and, as with the other two measures,

theelements of the calculation are readily identifiable

fromthe Group’s Consolidated Financial Statements.

CCR is calculated for each of the three years of the

performance period on a quarterly basis, and the table

below summarises the CCR performance condition applicable

to the LTIP 2025 Awards under the 2022 LTIP Plan:

Performance

Vesting level

(% of total award)

Below 0.7 0%

0.7 7.5%

0.9 15%

1.1 or above 30%

Vesting will be calculated on a linear interpolation basis between 0.7 and

0.9 and between 0.9 and 1.1.

Return on Average Invested Capital based awards

Return on Average Invested Capital (ROAIC) is calculated

for each of the three years of the performance period on

a quarterly basis. The table below summarises the ROAIC

performance condition applicable to the LTIP 2025 Awards

under the 2022 LTIP Plan:

Performance

Vesting level

(% of total award)

Below 9% 0%

9% 2.89%

11% 8.67%

14% or above 20%

Vesting will be calculated on a linear interpolation basis between 9% and

11% and between 11% and 14%.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

REMUNERATION REPORT CONTINUED

Vesting of LTIP 2022 Awards

The performance conditions applicable to the share awards

granted in 2022 under the 2022 LTIP Plan that vested

during 2025 were based upon three measures: Total

Shareholder Return, Cash Conversion Ratio and Return on

Average Invested Capital with a weighting of 65%, 20% and

15%, respectively. Subject to these performance conditions,

the vested shares are transferred to participants in equal

tranches on the third, fourth and fifth anniversaries of the

award date.

The performance conditions for the vesting of the share

awards granted in 2022 under the 2022 LTIP Plan are set

out below. For LTIP 2022 awards, all performance conditions

were assessed over the three-year period, the TSR vested

at 80.10%, the Cash Conversion Ratio at 52.50% and the

ROAIC at 0%.

As a result of the partial achievement of two of the three

performance metrics over the three-year performance

period from 2022 to 2025, 62.56% of the total share

awards granted in 2022 vested during 2025.

LTIP metric

% of

awards

under

each

metric Range Result

% of

under

metric

to vest

(max over

3 years)

TSR 65% 50%—100% 78.5%

(a)

80.10% 52.06%

Cash

Conversion

Ratio 20%

0.7—1.1

(average) 0.91

(b)

52.50% 10.50%

ROAIC 15%

9%—14%

(average %) 2.89%

(c)

——

Total 100% 62.56%

a. Subsea7 ranked 4

out of the 15 companies within the selected peer

group (above the median but below the 90

percentile). This resulted

in 80.10% vesting forthe TSR portion – 52.06% of the total award.

b. The average over the three-year performance period was 0.91.

Thisresulted in 52.50% vesting for the CCR portion – 10.50% of

thetotal award.

c. The average over the three-year performance period was 2.89%.

Thisresulted in 0% vesting for the ROAIC portion.

The Group’s performance over the performance period was

evaluated by the Compensation Committee who

recommended the LTIP 2022 Award for approval by the

Board of Directors.

During 2025, in accordance with the terms of the 2018 and

2022 LTIP Plans, shares totalling 522,241 were transferred

to participants.

The table below shows the number of vested share awards

transferred to the CEO and CFO during 2025:

John Evans

Chief Executive Officer

Mark Foley

Chief Financial Officer

Award year 2025 2024 2025 2024

2019

(2018 LTIP Plan) — 4,836 — —

2020

(2018 LTIP Plan) — — — —

2021

(2018 LTIP Plan) 9,723 9,723 7,779 7,779

2022

(2022 LTIP Plan) 12,387 — 6,606 —

Total 22,110 14,559 14,385 7,779

The numbers of vested share awards in the above table are gross,

andexclude the impact of income taxes and social security costs borne

by the employee.

Long Term Incentive Plan awards in 2025

Conditional share awards were made to approximately 150

leaders and key employees on 1 October 2025, comprising

1,397,750 (2024: 1,476,800) shares under the terms of the

2022 LTIP Plan.

42,000 shares were awarded to the CEO, equivalent to

94% of base salary.

31,500 shares were awarded to the CFO, equivalent to

102% of base salary.

Summary of 2025 Executive

Officerremuneration

Total remuneration for the CEO and CFO in 2024 and 2025

was as follows:

John Evans

Chief Executive Officer

Mark Foley

Chief Financial Officer

For the year ended

(in $ thousands)

2025

31Dec

(a)(b)

2024

31Dec

(a)(b)

2025

31Dec

(a)(b)

2024

31Dec

(a)(b)

Base salary 863.6 788.5 597.9 534.8

Short-term incentive

bonus

(c)

700.7 731.9 323.5 383.9

Taxable benefits

(d)

36.7 20.7 16.5 15.9

Share-based

payments

(e)

446.6 227.6 290.6 121.6

Cash in lieu

ofpension

(f)

75.3 69.3 — 21.7

Pension contributions

made by employer

(g)

— — 60.5 29.2

Total 2,122.9 1,838.0 1,289.0 1,107.1

a. Amounts in the table are shown gross before deductions of income

taxes and social security costs borne by the employee.

b. Payments are made in GBP. The 2025 amounts have been translated

to USD using an average exchange rate of 0.762 for the year.

c. Short-term incentive bonus in respect of performance during the year.

d. Taxable benefits represent the taxable value of benefits provided during

the year, including private healthcare insurance and car allowances.

e. Share-based payments represents the market value of the shares

transferred to the participants during the year which vested under

the2018 and 2022 Long Term Incentive Plans. The shares were

transferred when the participant met the service criteria associated

with the plan.

f. In 2025 the CEO received a cash allowance in lieu of a

pensioncontribution.

g. Employer pension contributions represents the cash value of defined

pension contribution payments made by the Group during the year.

Subsea 7 S.A. | Annual Report 2025

STRATEGIC REPORT

GOVERNANCE

SUSTAINABILITY STATEMENTS

Non-Executive Director fees

Details of fees payable to Non-Executive Directors are set

out below.

Name

Annual fee

($)

Member

ofAudit

Committee

(a)

Member

ofother

committees

(b)

2025

31 Dec $

2024

31 Dec $

Kristian

Siem

(c)

200,000 — 15,000 215,000 215,000

Jean

Cahuzac

(d)

36,750 — 3,500 40,250 115,000

Niels Kirk 105,000 — 10,000 115,000 115,000

David

Mullen 125,000 5,320 8,100 138,420 136,000

Elisabeth

Proust Van

Heeswijk 105,000 6,000 — 111,000 111,000

Eldar

Sætre 105,000 14,000 5,000 124,000 124,000

Lucia de

Andrade

(d)

68,250 3,720 3,100 75,070 —

Louisa

Siem 105,000 — — 105,000 105,000

a. The Chair of the Audit and Sustainability Committee receives $14,000

per annum andthe members receive $6,000 per annum.

b. Members of the Corporate Governance, Nominations and Risk

Committee, Compensation Committee and Tender Committee receive

$5,000 per annum, per committee. For details on the members of the

committees, please refer to pages 50 and 51.

c. Kristian Siem is the permanent representative of Treveri S.à.r.l. on the

Board of Directors.

d. On 8 May 2025, Jean Cahuzac retired from his position as

Non-Executive Director. Lucia de Andrade was appointed as a

Non-Executive Director effective from 8 May 2025. Their fees were

calculated on a pro-rata basis, based upon a total annual fee per

director of $105,000.

Share ownership of the

Executive Management Team

and Non-Executive Directors

Details of total performance shares and shares held inthe

Company by the Executive Management Team asat

31 December 2025 are shown in the table below.

Name

Total performance

(a)

Total owned

John Evans 197,168 128,306

Mark Foley 135,927 11,704

Olivier Blaringhem 120,883 26,103

Stuart Fitzgerald 120,883 48,561

Nathalie Louys 105,824 35,012

Kate Lyne 99,586 23,740

Phil Simons 120,883 20,971

Marcelo Xavier 97,182 10,972

a. Total performance shares held represent the maximum future

entitlement assuming all vesting conditions are met.

Details of shares held in the Company by the Non-Executive

Directors as at 31 December 2025 areshown in the table below.

Name

Total

owned shares

Kristian Siem

(a)

—

Jean Cahuzac —

Niels Kirk —

David Mullen 15,000

Elisabeth Proust Van Heeswijk 830

Eldar Sætre 7,000

Lucia de Andrade —

Louisa Siem —

a. At 31 December 2025, Siem Industries S.A., which is a company

controlled through trusts where Mr Siem and certain members

of his family are potential beneficiaries, owned 70,829,916 shares,

representing 23.6% of the total common shares of the Company.

The Non-Executive Directors are encouraged to own

shares in the Company but no longer participate in any

incentive orshare option schemes.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

SUSTAINABILITY

STATEMENTS

Contents

General

Basis for preparation 73

Sustainability governance 73

Strategy and

sustainabilitymatters 75

Interests and views of

stakeholders 77

Double materiality assessment 79

Environment

EU Taxonomy 81

ESRS E1 – Climate change 88

Social

ESRS S1 – Own workforce 97

ESRS S2 – Workers in

thevaluechain 109

Governance

ESRS G1 – Business conduct 115

Appendix

Disclosure requirements and

incorporation by reference table 122

Datapoints that derive

fromother EU legislation 124

Statement on sustainability

due diligence 126

Limited assurance report

onsustainability information 127

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

INTRODUCTION

SUSTAINABILITY STATEMENTS

Structure of the

SustainabilityStatements

Subsea7’s Sustainability Statements are structured in

accordance with the applicable European Sustainability

Reporting Standards (ESRS) framework.

To support the navigation of the Sustainability Statements,

refer to the following:

• ESRS 2 General disclosures – describes how

sustainability matters are governed and integrated into

the business including strategy and risk management

across multiple sustainability topics

• ESRS E1 Climate change – describes how Subsea7 is

managing the impacts, risks and opportunities of climate

change including mitigating impacts and adapting the

business to actual and expected climate change

• ESRS S1 Own workforce – describes matters concerning

working conditions, equal treatment and opportunities,

and other work-related rights including health and safety

• ESRS S2 Workers in the value chain – describes matters

concerning value chain workers including working

conditions and other work-related rights

• ESRS G1 Business conduct – describes matters

concerning corporate culture, relationships with suppliers,

political influence, lobbying, protection of whistleblowers

and payment practices

EU Taxonomy

Describes the Group’s economic activities considered

environmentally sustainable, supporting the European

Green Deal.

Key terms and definitions

Sustainability Statements: a dedicated section of the

Annual Report where information about sustainability

matters is presented

Double materiality assessment (DMA): the double

materiality assessment considers the impacts, risks

andopportunities of relevant topics from an outside-in

(financial) and inside-out (societal/environmental) perspective

Impact, risk and opportunity (IRO): impacts refer to the

positive or negative consequences resulting from Subsea7’s

activities. Risks and opportunities refer to the financial

influence from sustainability matters

Governance (GOV): the governance processes, controls

and procedures Subsea7 uses to monitor, manage and

oversee IROs

Strategy: how Subsea7’s strategy and business

modelinteract with material IROs, and how it addresses

thoseIROs

IRO management: the processes Subsea7 undertook

toidentify and assess material IROs and how these

aremanaged through relevant policies and actions

Value chain: a value chain encompasses the activities,

resources and relationships the undertaking uses and relies

on to create its products or services. Subsea7’s upstream

value chain refers to its suppliers and downstream value

chain refers to its clients

Value chain workers (VCW): Subsea7’s value chain

workers refers to its suppliers’ workers.

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

GENERAL DISCLOSURES

ESRS 2 – General disclosures

General basis for preparation of the

sustainability statements (ESRS 2 BP-1)

Framework

Subsea7’s Sustainability Statements for the year ended

31 December 2025 are prepared in accordance with the

EUCorporate Sustainability Reporting Directive (CSRD)

andits corresponding relevant European Sustainability

Reporting Standards (ESRS). The relevant ESRS for

Subsea7 have been identified following a double materiality

assessment (DMA). The assessment conducted in 2023

was revalidated during the reporting year, confirming that

the identified material topics remain relevant and continue

to form the basis of the disclosures.

Consolidation

In this report, we refer to Subsea 7 S.A. and its subsidiaries

as ‘Subsea7’, the ‘Group’ or ‘we’. This report covers the

entirety of the Group, unless otherwise noted. The Group

includes Subsea 7 S.A. (the ‘Company’) and all entities

controlled by the Company (its subsidiaries), unless

otherwise noted. The Sustainability Statements are prepared

on a consolidated basis, and the scope of consolidation is

consistent with that used in the preparation of the Group’s

Consolidated Financial Statements unless otherwise stated

within the relevant topical standards.

As part of the DMA, Subsea7’s own operations as well as its

upstream and downstream value chains were considered.

The Sustainability Statements presented in this report

reference the relevant parts of the value chain impacted.

Subsea7 has elected not to exclude any information

resulting from intellectual property, know-how or the

resultsof innovation.

Disclosures in relation to specific

circumstances(ESRS 2 BP-2)

Subsea7 adheres to the time horizons defined in ESRS 1,

section 6.4, which outlines the definitions of short-, medium-,

and long-term for reporting purposes.

As part of preparation for 2025 disclosures, a structured

assessment was carried out to determine which

Environmental Social and Governance (or ESG) data

pointsare material across Subsea7’s subsidiaries and

identify where estimation methods may be applied. The

assessment covered wholly owned and non-wholly owned

subsidiaries (excluding joint ventures and associates) and

considered each entity’s significance based on headcount,

revenue, and operational footprint.

Where primary data is not available, defined estimation

methods are applied depending on the data point and

disclosures type, using factors such as headcount, facility

footprint, payment volume, comparable business models

orspend. These estimates are tested against overall

materiality, reviewed by relevant functions, and used only

when they do not materially affect the accuracy or reliability

of consolidated disclosures.

When Subsea7 has information related to specific

circumstances – such as time horizons, value chain

estimations, sources of estimation and uncertainty, this

information is reported alongside the relevant disclosures.

Disclosures incorporated by reference

(ESRS 2 BP-3)

Subsea7 has included reference tables within the ‘Appendix’

on page 122 to support the navigation of its disclosures.

This includes information that is incorporated by reference

to other parts of this report.

Governance of sustainability matters

Board of Directors and Board committees*

Executive Management Team

Risk

Committee

Reviews and

discusses the

Group’s principal

risks and the

Group’s risk

management

procedures

Ethics

Committee

Monitors the

implementation of

the compliance and

ethics and human

rights programmes

including the Speak

Up Policy

Sustainability

Committee

Promotes and

fosters a culture

that supports

anddrives the

implementation

ofsustainability

ambitions and

objectives

Corporate

sustainability team

Sustainability

priority-focused

workgroups

Global functions

andregions

Board level

Guides sustainability strategy

Management level

Defines sustainability strategy

Operational level

Facilitates implementation

of sustainability strategy

* Principally the Audit and Sustainability Committee

The role of the administrative, management

andsupervisory bodies (ESRS 2 GOV-1)

For information relating to this disclosure, refer to the

‘Disclosure requirements and incorporation by reference’

tables within the Appendix on page 122.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

Information provided to, and sustainability

matters addressed by the administrative,

management and supervisory bodies

(ESRS 2 GOV-2)

Subsea 7 S.A.’s Board Charter specifies that Board

meetings shall be held at least four times per year. In 2025,

the Board of Directors convened on 17 occasions. In 2026,

seven meetings are scheduled but the schedule will adapt

to operational or strategic changes in the market and

circumstances affecting the Group. Sustainability represents

a permanent feature on every routine Board agenda, allowing

the Board of Directors to monitor and oversee the Group’s

progress in relation to its sustainability strategy and targets

and aligning with the Board’s objective to operate in a way

that benefits the Company’s shareholders while considering

financial, social and environmental factors.

In 2025, the Board continued to engage in sustainability

initiatives, including reviewing progress against the Group’s

sustainability objectives and approving the use of the 2023

double materiality assessment for the 2025 sustainability

disclosures. This decision was based on the recommendation

of the Group’s Audit and Sustainability Committee and prior

review with management. As detailed on page 59, the Audit

and Sustainability Committee’s responsibilities include,

among other matters, monitoring the sustainability reporting

processes and assessing the effectiveness of internal

controls and risk management related to sustainability

reporting. The Audit and Sustainability Committee also

provides oversight and submits recommendations to

management on sustainability disclosures matters and

keeps the Board informed through regular reporting,

ensuring a clear communication channel.

At management level, Subsea7’s Sustainability

Committee,composed of the Executive Management

Team,is scheduled to meet quarterly to discuss the

implementation of the sustainability objectives and targets

reported to the CEO. During 2025, it convened three times,

with one meeting deferred due to business priorities. The

Sustainability Committee continued to exercise oversight

throughout the year. Subsea7’s Executive Vice President

ofStrategy and Sustainability has the responsibility to drive

the sustainability agenda and further embed the integrated

link between strategy and sustainability in the Group. The

work of the Sustainability Committee is complemented by

the work of the Risk Committee and Ethics Committee,

which helps to align management’s approach on the material

topics. A team consisting of Subsea7’s functional leads and

subject matter experts identified and agreed on material

impacts, risks and opportunities resulting from the double

materiality assessment. This was subsequently approved

bySubsea7’s Executive Management Team.

Integration of sustainability-related performance

in incentive schemes (ESRS 2 GOV-3)

For information relating to this disclosure, refer to the Short-

Term Incentive Plan on page 66 of the Remuneration Report.

Statement on sustainability due diligence

(ESRS 2 GOV-4)

For information relating to this disclosure, refer to Table A7

‘Statement on sustainability due diligence’, within the Appendix

on page 126.

Risk management and internal controls

oversustainability reporting (GOV-5)

Risk management

Identifying and managing risks is crucial to Subsea7’s

operations. For detailed information on Subsea7’s approach

to risk management and internal controls, refer to the

‘Principal Risks and Uncertainties’ section on page 30.

Theprocess of risk identification is performed by subject

matter experts within various functions and technical

domains throughout the Group, and once identified,

materialrisks, including those related to sustainability,

arereviewed by the Risk Committee. This committee

worksclosely with the Sustainability Committee on risks

associated with sustainability.

Sustainability-related risks often correspond to risks that

could have a significant impact on the Group, whether these

are assessed based on financial or non-financial metrics.

These risks are managed in a similar way to all other risks,

through risk management programmes informed by functional

and technical expertise across the Group. Further details on

the Group’s risk management processes and the roles and

responsibilities are disclosed in the ‘Principal Risks and

Uncertainties’ and ‘Governance’ sections on pages 30 to

31and 48 to 64 respectively.

Risk management over sustainability reporting

Subsea7’s sustainability reporting is exposed to risks including,

but not limited to, material misstatement due to human error,

incomplete data, complex reporting structures, the evolution

of the Group’s assessment criteria or misinterpretation of

reporting standards. This is mitigated through:

• Clear and well-structured sustainability governance

as described on page 73

• Mapping of Subsea7’s disclosures to the relevant

internal supporting evidence such as policies,

management practices and systems to support

a robust and traceable approach

• Collection of sustainability information through a

dedicated sustainability team site that provides

transparency and traceability of data

• The use of estimates, where possible, when information is

not available or has not been received, management will

clearly indicate where this is the case

• The verification by functional leads of sustainability

information including metrics and approval by the relevant

management lead.

There are no changes in the process to report for 2025

compared to 2024.

Internal control over sustainability reporting

Subsea7’s systems of internal controls are shown in the

‘Principal Risks and Uncertainties’ section on page 30

andinthe ‘Governance’ section on page 48 to 64.

Subsea7’s Integrated Reporting Director has the

responsibility to improve internal controls regarding

sustainability data and reporting by designing, implementing

and overseeing robust processes to ensure the accuracy,

completeness and reliability of sustainability data for

reporting. This position reports to the Executive Vice-

President of Strategy and Sustainability.

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Management of material sustainability topics

Subsea7 is certified under ISO International Organization

for Standardization (ISO) 9001 (Quality), ISO 14001

(Environment), ISO 45001 (Health and Safety), and ISO

37001 (Anti-Bribery) standards. Subsea7 has established

and applied policies and processes through its Business

Management System (BMS) to maintain the highest levels

of health and safety, business conduct, respect for human

rights, security, environmental compliance, and quality in its

operations. The BMS framework encompasses all activities

and locations where the Group operates.

Subsea7 has designated personnel accountable for the

content within the BMS. Their responsibilities include

managing BMS content globally, conducting regular

reviewsand updates of documents, and ensuring

compliance with ISO standards.

Strategy

Sustainability in our strategy, business model

and value chain(ESRS 2 SBM-1)

Subsea7 delivers project management, engineering,

procurement, fabrication and construction services across

the full development lifecycle of offshore energy projects.

These services are delivered to clients across the energy

landscape, in oil and gas, offshore wind, carbon capture and

storage (CCS), and emerging energies. It also contributes

to the offshore energy transition by helping to decarbonise

subsea and conventional developments, providing life-of-

field services, and electrifying offshore facilities. This includes

developing renewables and new energies sources by driving

innovation in offshore wind, CCS projects as well as studies

for hydrogen projects.

Subsea7 activities are primarily focused on the development

stage of the project lifecycle and are therefore late cycle.

For subsea work, this phase follows client’s exploration

andappraisal activities to define the characteristics of a

reservoir. For offshore wind work, it follows licence award,

consenting and subsidy or power purchase agreement.

Contracts typically commence after a client’s final

investment decision (FID) for a project. In the subsea

sector, contracts are mainly fixed-price engineering,

procurement, construction and installation (EPCI) scopes,

typically spanning three years, with engineering and

procurement in the first two years and offshore installation

activity in the final year. In the offshore wind sector, contracts

vary and include multi-year, fixed-price EPCI projects as

well as shorter transport and installation (T&I) scopes on

afixed-price or day-rate basis.

At 31 December 2025, Subsea7 operated a fleet of 38

high-specification vessels, of which 29 are owned and 9 are

chartered. The highest-specification ‘global enabler’ vessels

are owned by Subsea7 as they are critical in the delivery of

complex deepwater developments, while smaller construction

vessels are chartered to support our global enablers. This

ensures access to key installation capabilities while

retaining flexibility in the cost base.

Effective supply chain management is supported by

Subsea7 procurement teams and project managers

whocoordinate a large global network of suppliers,

strengthened collaborative relationships with key

partnersto ensure capacity and delivery aligned with

clientdevelopment schedules. Supply chain risk is mitigated

through back-to-back contracting and the use of framework

agreements with strategic suppliers.

Table 1-1 – Business model and role in value chain

What we do How we add value

Concept

Input at the concept phase allows for

optimisation of later lifecycle stages

Whether in oil and gas, wind or emerging

energies, being involved at the earliest stage

ofdevelopment enables us to deliver maximum

value. The concept stage is key to optimising

costs and emissions during development and

inthe later lifecycle stages.

We incorporate new technologies and

standardisation into the design process

tolower the total cost of development and

optimise emissions. Our carbon estimator

tool is used in all our significant tenders.

Design

Robust front-end engineering and

design (FEED) ensures accurate

forecasting

We advance the conceptual development

through our FEED services to ensure the

rightsolution is selected to fully optimise

thedevelopment.

We work with our alliance and client

partnersto optimise solutions, align

schedules and accurately forecast full

lifecycle costs. Theearlier our involvement,

the more value we can add through

optimiseddesign.

Engineering

Detailed engineering by experienced

personnel delivers the best solution

Engineering is at the core of what we do.

Detailed engineering involves taking the

initialsolutions developed in the concept and

FEED stages and refining these for execution.

For certain wind projects, our engineering

teamsalso support clients in their bids for

offshore licences.

Our global teams of experts have a track

record for designing the best solutions and

executing them. This stems from our ability

tosolve problems and engineer solutions.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

More information on Subsea7’s market position and

strategy are described on page 2 and on pages 10 to 17.

The Group focuses on sustainable delivery by prioritising

the material areas that create value for the business and

itsstakeholders. Subsea7 recognises that its activities can

impact, or be impacted by, sustainability matters, either

relating to its own workforce, or through relationships with

suppliers; emissions from its own operations; or the positive

or negative impact of client activities in which it participates.

By using defined metrics and key performance indicators

(KPIs), Subsea7 monitors these impacts, identifies areas

ofimprovements and enables more informed and effective

sustainability actions.

Subsea7’s overall approach to sustainability is guided by

itsmaterial topics defined through a double materiality

assessment, as detailed in page 79 and is structured within

a three-pillar framework.

• Solutions for the world’s energy needs, focused on

delivering offshore energy for today and tomorrow and

addressing our GHG emissions.

• Safety and people, centred on health and safety,

talentattraction, development and retention, and

diversityand inclusion.

• Acting responsibly, maintaining high standards of

behaviour, ensuring compliance with legal and regulatory

requirements, promoting transparency and accountability,

and fostering a strong culture.

These pillars enable Subsea7 to contribute to the global

sustainability agenda while supporting long-term value

creation for the business and its stakeholders. This approach

also ensures that sustainability considerations are integrated

into strategic planning, to support future preparedness and

long-term profitability.

Subsea7’s products and services are aligned to its

sustainability-related goals and summarised as part of

thisframework. Subsea7 does not provide any products

orservices that are banned in specific countries or regions,

with due reference to the relevant laws and regulations,

andthe Group complies with all applicable trade sanctions

and export controls.

What we do How we add value

Procure and fabricate

Efficient procurement and high-quality

fabrication optimise costs

Our teams are able to execute large engineering,

procurement, construction and installation (EPCI)

projects in all our business units and in all

geographies. The scale and global reach of

oursupply chain management differentiates us.

We have a clear understanding of the risks

and opportunities that exist when working

with a large, global supply chain network.

Wehave strong, collaborative relationships

with our suppliers.

Install and commission

World-class vessels enable safe,on-

schedule and cost-efficient installation

We install and commission subsea infrastructure

for hydrocarbon and renewable energy

developments in all water depths. We install

turbines, foundations and inner array cables

forfixed and floating wind farms.

Our fleet of modern, high-specification

vessels allows us to install market-leading

solutions. Our experts have the experience to

deliver these solutions safely and efficiently.

Maintain

Effective and responsive maintenance

reduces the cost of ownership

We specialise in maintaining offshore

infrastructure through use of our dedicated

fleetand technologies. Our digital products and

services help optimise maintenance and reduce

downtime and unplanned outages.

We incorporate our maintenance knowledge

and digital monitoring into the design of the

field, lowering the total cost of ownership for

our clients.

Extend

New technologies extend the life of

the field development and maximise

the return on investment

We have a growing portfolio of technologies that

enable clients to extend the life of their assets

through production enhancement, as well as the

tie-in of satellite reserves.

Our technology portfolio offers a range of

solutions for all field extension needs. We

collaborate with partners across the supply

chain to deliver these solutions.

Decommission

Facilitation of abandonment,

decommissioning and reuse

ofinfrastructure

We have the capacity to decommission

large-scale infrastructure in both oil and gas

andwind markets. We can manage all aspects

including regulation, technology, environment,

planning, execution and costs.

We draw on our skills in engineering and

project management, as well as our enabling

vessels, to decommission fields, with high

standards of safety and sustainability as

apriority.

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Subsea7 discloses its breakdown of total revenue as

required by IFRS 8 ‘Operating segments’ in note 5 ‘Segment

information’ to the Consolidated Financial Statements.

Revenue derived from the fossil fuel sector is primarily

reported under the Subsea and Conventional business unit,

in addition, this revenue is reported as non-eligible under

the ‘EU Taxonomy’ disclosure in Table 2-1 on page 81.

Interests and views of our stakeholders

(ESRS 2 SBM-2)

Engaging with the Group’s stakeholders and responding

totheir interests and views is important to Subsea7’s

long-term success. This involves building and maintaining

afoundation of trust and long-term relationships

withstakeholders.

Subsea7’s key stakeholders include shareholders, clients,

employees, suppliers, business partners and the society

inwhich it operates. By understanding Subsea7’s key

stakeholders’ interests and priorities, the Group can

betteralign on shared priorities and evaluate the strategic

direction within the context of stakeholders’ expectations.

As part of the Group’s ongoing engagement with

stakeholders, management aims to stay informed and

proactively address opportunities and risks identified

through regular interactions and communications. The

Group engages with its key stakeholders in a variety of

ways that are presented in Table 1-2.

The interests and views from a selection of Subsea7’s

keystakeholders were analysed during a double materiality

assessment process. This involved engaging with a diverse

group of internal and external stakeholders from various

segments of the value chain. The assessment provided

insights into the most relevant topics for different

stakeholders, enabling Subsea7 to further align its

businesspriorities with stakeholders’ expectations. It also

assisted management to prioritise key topics that offer

mutual value to stakeholders. For further details on how

management engaged with stakeholders during the double

materiality assessment, refer to ‘Materiality assessment’

section (ESRS 2 IRO-1) on page 79.

Table 1-2 – Engagement with stakeholders

Engagement with

stakeholders

Engagement channels

and purpose

Expected outcomes

Existing shareholders,

lenders and

potentialinvestors

We engage with investors and the financial markets

through presentations, briefings, roadshows, and

regular financial reporting. We provide updates via

our website and on sustainability performance via

ESG rating surveys. We also occasionally host site

visits to specific parts of our business, and we

commission third-party perception studies to help

inform our engagement efforts.

• Increasing investor understanding

of the business and confidence

in its long-term strategy

• Securing borrowing facilities and stable

financial backing

• Maintaining transparency by

regular reporting including our financial,

operational and sustainability progress.

Clients

Client engagement is part of Subsea7’s

daily operational workflow through regular

meetings, ongoing dialogues with client’s

representatives, addressing sustainability requests

through criteria in tender processes, participating

inaudits, and establishing early-stage alliances.

Industry insights and discussions help us

understand client risks and opportunities, aligning

with end-user interests.

• High client satisfaction and retention rates

• Enhanced client experience

and engagement

• Addressing clients’ needs

and concerns

• Driving innovation, collaboration

and partnerships.

Employees

We engage with employees through annual

employee surveys, regular performance reviews,

regular newsletters and communication sessions

(such as town halls). These engagements are

performed by leadership teams as well as by line

managers. We also consult internal experts on

sustainability-related impacts, risks and opportunities,

support employee needs via HR teams and platforms,

and provide learning and development opportunities.

• Promoting a culture of safety

and integrity

• High employee satisfaction and reduced

turnover rates

• Increasing employee engagement

andproductivity.

Suppliers

We engage with our suppliers through regular

operational interactions, Supplier Integrity

Daysandour Code of Conduct for Suppliers.

Additionally, we conduct HSSEQ audits of our

critical suppliers, which can take place during

theentire supplier lifecycle.

• Supplier adherence to Subsea7’s business

conduct standards

• Improving supply chain efficiency and

quality of products and services

• Fostering stronger collaborative relationships.

Public and

regulatoryagencies

We follow updates from regulators and

other relevant public authorities to ensure

compliance with applicable regulations in

the countries where we operate.

• Managing legal risks

• Ensuring Subsea7 upholds the highest

standards of legal and ethical conduct

• Promoting responsible business practices

in the areas of the environment, human

rights and anti-corruption.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Engagement with

stakeholders

Engagement channels

and purpose

Expected outcomes

Institutions and business

and trade associations

We actively engage with businesses and trade

associations for networking, advocacy, resources,

and broader industry interests. Organisations such

as the International Maritime Contractor Association

(IMCA) and International Association ofOil & Gas

Producers (IOGP) offer valuable industry-specific

insights and opportunities for exchange within the

industry. We also participate in business-led

coalition and industry-led committees, such

asthose focused on the environment (including

greenhouse gas emissions), human rights and

worker welfare. Additionally, we seek innovative

business partnerships to enhance our capabilities

and explore new collaboration opportunities.

• Remain informed on industry

developmentsand emerging challenges

• Accessing trends in innovation

• Accelerating our efforts in energy

transitionand decarbonisation

• Contributing to innovation

throughpartnerships.

Not-for-profit

organisations, non-

governmental

organisations (NGOs),

specialised agencies,

and academic

institutions

We engage with not-for-profit organisations, NGOs

and academic institutions to drive positive social

and environmental impacts through partnerships,

joint projects, research collaborations and

internships. Notable engagements include the

United Nations Global Compact (UNGC), where

wereport annually on our progress, in the CDP for

climate performance disclosure, and the National

Oceanography Centre through the BORA Blue

Ocean Research Alliance® to enhance global

oceanaccess for scientific research.

• Enhancing social and environmental impact

• Contributing to achieving the Sustainable

Development Goals

• Accessing to additional resources

andexpertise

• Contributing to research insights.

Local communities

We engage with local communities through

partnerships, employee volunteering, graduate

roadshows, outreach programmes and sponsorships.

• Foster community relationships

• Supporting education and career

opportunities

• Accessing potential talent.

Material impacts, risks and opportunities (ESRS

2 SBM-3)

This section summarises sustainability-related impacts,

risks and opportunities (IROs) identified following the

double materiality assessment process (DMA) described

onpages 79 and 80.

In total, 28 material IROs were identified following the DMA.

This included 11 risks, six opportunities, nine negative

impacts and two positive impacts. While consideration

ofthe financial effects formed part of the DMA exercise,

current and anticipated quantitative financial effects

relating to Subsea7’s individual material risks and

opportunities, including any planned sources of funding,

were not assessed. Subsea7 responds to its IROs

throughthe implementation of several business actions

andactivities led by management. The list of material IROs

and corresponding actions, are disclosed in the relevant

sections relating to reporting in line with the ESRS.

Material IROs and interaction with

business model

Subsea7’s strategy is aligned with addressing its material

sustainability topics. At a management level, strategy and

sustainability are governed under the same leadership and

are inherently linked when identifying and assessing

considerations for the Group’s long-term positioning.

Climate-related IROs are material and may affect Subsea7’s

strategy and decisions impacting long-term positioning.

Climate-related matters may influence changes and

thepace of market dynamics, policies and regulations,

technology, and value chain behaviours. These changes

aretypically reflected in the forecast market size across

different geographies and energy market segments, indicating

the pace of the energy transition. This is further assessed

through Subsea7’s short- to medium-term outlook as part of

the annual budget and long-term strategic planning process.

Simultaneously, Subsea7 recognises the importance of

people in enabling and delivering the energy transition.

Thisis reflected in the outcomes of the DMA concerning

social topics, which are further detailed in the social

disclosures referenced in ‘Own workforce (ESRS S1)’

and‘Workers in the value chain (ESRS S2)’ within the

Sustainability Statements.

Furthermore, the DMA identified several foundational topics

for Subsea7, irrespective of the adopted strategy. These

encompass business ethics, human rights, responsible

supply chain management and cybersecurity, all of which

are integral to operating responsibly. These topics are actively

monitored to ensure compliance with relevant standards and

regulations to meet stakeholders’ expectations.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Impact, risk and opportunity management

Materiality assessment (ESRS 2 IRO-1)

Subsea7 conducted a double materiality assessment (DMA)

in 2023, in accordance with the requirements of the EU CSRD

and the ESRS.

During 2025, as there were no material changes in the

Group’s organisational or operational structure, nor in

external factors that could generate new or modify existing

IROs or affect the relevance of current disclosures, the

DMA completed in 2023 continues to form the basis for

the2025 sustainability disclosures.

Identifying sustainability topics

Supported by an independent sustainability consultant,

theassessment was performed in stages. The analysis

firstly considered the context of Subsea7’s activities and

business relationships, value chain and affected stakeholders

to identify a long list of relevant sustainability topics, an

example of which is outlined in ESRS 1 paragraph AR16.

During this stage, sources included macro trends;

international and national sustainability frameworks and

regulations, such as the ESRS framework; sectoral reports;

ESG ratings; industry peers; public organisations; and

internal strategic documents. The long list was refined

further to create a conceptual shortlist of 19 topics to

beassessed by both external and internal stakeholders.

Sustainability topics and sub-topics that were not relevant to

Subsea7’s business model were omitted from the assessment.

Interviews were conducted with a range of Subsea7’s

internal and external stakeholders to gain perspective

onthe relevance and materiality of topics. This included

engagement with shareholders, clients, suppliers and

employees. Stakeholders ranked the conceptual shortlist

oftopics in terms of relevance and provided qualitative

insights through one-to-one interviews. A weighted score

was applied to the different stakeholder groups, using

thesalience model when considering their perspectives –

aprocess used to evaluate stakeholders based on three

attributes: power, legitimacy and urgency.

Subsea7 evaluated the potential material topics from two

perspectives. The assessment examined the effects from

an outside-in (financial) viewpoint, focusing on the risks

andopportunities posed by ESG factors for Subsea7.

Additionally, an inside-out (societal/environmental)

perspective assessed the impacts of Subsea7’s business

activities on society and the environment at large. Business

impact workshops with internal senior leaders reviewed

the19 topics both financially and in terms of the broader

impact, following a defined scoring methodology as shown

in Table 1-3. As part of this exercise, Subsea7 included

abroad range of leaders representing the regional and

geographical locations in which the Group has

significantactivities.

Materiality threshold and scoring approach

In accordance with the principles presented in ESRS 1,

the DMA scoring method and criteria was based on the

approach referenced in Table 1-3:

Table 1-3 – Materiality scoring method

Impact materiality Financial materiality

Materiality

type

Impact materiality

represents the

actualand potential

(negative and positive)

impacts of Subsea7’s

operations and value

chain on society and

the environment.

Financial materiality

represents the risks

and opportunities

related to the

material topics for

Subsea7’s business.

Scoring

approach

Calculated by

summing up the scale

of the impact, the

scope of the impact

and the irremediable

character of the

impact, each rated on

a scale of 0 to 5.

It is calculated as

theaverage of the

impact on Subsea7

score and the

likelihood of

occurring score,

each rated on a scale

of 0 to 4.

In conjunction with scoring the material topics across the

two dimensions referenced in Table 1-3 the evaluation also

considered, where possible, time horizons, and where a

topic affects Subsea7’s value chain.

Output from the double materiality assessment

The DMA identified 10 sustainability topics, as shown

intheSubsea7 double materiality matrix on page 80, to

bematerial to Subsea7’s business and its stakeholders.

Themateriality threshold, as indicated in the matrix,

wassetin line with the factors referenced in Table 1-3.

The DMA also yielded results in relation to topics that are

currently of lower materiality to Subsea7 (i.e. that fell under

the threshold for material topics), which were therefore

excluded from Subsea7’s sustainability reporting obligations.

These topics will continue to be monitored by management.

To finalise decisions on material sustainability topics,

avalidation session was held with the Sustainability

Committee. There then followed a review and approval

bythe Board in 2024.

The material topics were linked to relevant ESRS

todefineSubsea7’s CSRD reporting obligations. The detailed

IROs disclosed in the relevant sections relating toreporting

inlinewith the ESRS, were concluded following the DMA.

Thisinvolved aligning with the Group’s overall risk

management approach and mapping sustainability-

relatedIROs with disclosed information where relevant.

Sustainability risks, in many cases, reflect risks identified

ashaving a potentially material negative impact on the

Group, whether assessed against financial metrics or other

non-financial criteria. Sustainability risks are managed in the

same way as all other risks, at a functional level within the

Group, and details of how the Group manages risks, and the

roles and responsibilities are shown in the ‘Governance’ and

‘Principal Risks and Uncertainties’ sections on pages 48 to

64 and pages 30 to 47, respectively. Sessions were then

held with senior management to assess and validate the

identified IROs for accuracy and completeness, the

Executive Management Team then approved the

assessment of the IROs.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

During 2025, there was no material change in the Group’s

organisational or operational structure, and no material

change in external factors that could generate new or

modify existing IROs or that could impact the relevance

ofcurrent disclosures, therefore, Subsea7 refers to the

DMA performed in the second half of 2023 for the 2025

reporting period.

This disclosure explains future improvements in the ongoing

due diligence and double materiality assessment process,

including robust engagement with affected stakeholders.

Due diligence is an ongoing practice that responds to and

may trigger changes in the Group’s strategy, business

model, activities, business relationships, operating, sourcing

and selling contexts. The Sustainability Statements may

notinclude every impact, risk and opportunity or additional

entity-specific disclosure that each individual stakeholder

orgroup of stakeholders may consider important in their

own particular assessment.

Disclosure requirements in ESRS covered by

sustainability statements (ESRS 2 IRO-2)

For information relating to the disclosure requirements in

line with the ESRS which are material to Subsea7, refer to

the reference tables in the ‘Appendix’ on pages 122 to 124.

For data points that derive from other EU legislation as listed

in ESRS 2, refer to the ‘Appendix’ on pages 124 to 126.

Minimum disclosure requirements on policies

and actions

Unless stated otherwise, the following applies to all policies

referred to in the Sustainability Statements:

• The policies apply to all geographical areas of operations,

and all of Subsea7’s workforce without any exclusions

• The implementation of each policy is the responsibility

ofthe functional director, with overall accountability

within the Executive Management Team

• All policies are available in the Group’s Business

Management System and made available to any person

inthe organisation

As described in the ‘Sustainability in our strategy, business

model and value chain (ESRS 2 SBM-1)’ section on page 75,

Subsea7’s activities can both impact, or be impacted by

sustainability matters, whether through its workforce and

operations, relationships with suppliers, or the positive or

negative impact of client activities in which it participates.

Subsea7 responds to its impacts, risks and opportunities

through the implementation of several business actions

andactivities led by management. Overall accountability

lieswith the Executive Management Team. Subsea7 also

uses targets to monitor progress and identify areas for

improvement across its sustainability priorities. These

targets are disclosed in the relevant sections relating

toreporting in line with ESRS requirements. Further

information on the oversight of sustainability matters

isdetailed in the ‘Risk management and internal controls

oversustainability reporting (GOV-5)’ on pages 74 to 75.

81012

Health and safety

GHG emissions

Labour practices and human rights

Climate strategy

Talent attraction,

development and retention

Business ethics

Collaborations and partnerships

Cybersecurity and privacy

Diversity and inclusion

Responsible supply chain

Impact

materiality

Financial

materiality

Threshold level



Affordability of energy



Pollution management



Biodiversity



Spills management



Water and marine

resources



Waste management



Local communities

anddevelopment



Resource management



R&D and innovation

Importance for

stakeholders

Material topics Topics with lower materiality for Subsea7

SUSTAINABILITY STATEMENTS CONTINUED

Figure 1-1 – Subsea7 Double Materiality Matrix

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Reporting according to the EU Taxonomy

Table 2-1 – EU Taxonomy KPI summary

KPIs for Climate

Change Mitigation

Objective as of

31 December 2025

Revenue

Capex

Opex

2025 2024 Var 2025 2024 Var 2025 2024 Var

Numerator

forEligible

1,107 1,184 (77) 67 89 (22) 28 21 7

Numerator

forAligned

1,076 1,127 (51) 67 89 (22) 27 20 7

Numerator for

Non-Eligible

5,979 5,653 326 398 463 (66) 122 118 4

Denominator 7,086 6,837 249 465 552 (88) 150 139 11

Eligible

proportion

16% 17% (170bp) 14% 16% (170bp) 19% 15% 380bp

Aligned

proportion

15% 16% 130bp 14% 16% (170bp) 18% 14% 390bp

Non-Eligible

proportion

84% 83% 170bp 86% 84% 170bp 81% 85% (380bp)

Revenue (turnover)

The primary source of revenue contributing to the numerator of the taxonomy revenue KPIs was generated from the

installation of offshore wind farm facilities. The proportion of the Group’s total revenue which was taxonomy-eligible in 2025

was 16% compared to 17% in 2024. The proportion of the Group’s total revenue that was taxonomy-aligned in 2025 was 15%

compared to 16% in 2024.

Capex

All capex contributing to taxonomy KPIs, which included additions of vessels to the Group’s fleet and right-of-use assets,

wasin support of the Group’s activities related to the offshore wind business. The capex was invested in line with the Group’s

long-term strategy and planning objectives. The Group’s taxonomy-eligible and taxonomy-aligned capex in 2025 represented

14% of the total capex of the Group compared to 16% in 2024. The year-on-year decrease in taxonomy-eligible and

taxonomy-aligned capex was primarily due to the investment in 2023 in the two newbuild vessels, Seaway Ventus and

Seaway Alfa Lift which were fully operational by 2024. In 2025 there was no new build investment.

Opex

Opex contributing to taxonomy KPIs included maintenance and repair costs directly related to vessels operating exclusively

on offshore wind activities and research and development (R&D) costs with a direct link to expected future revenue within

the offshore wind sector. The proportion of the Group’s opex that was taxonomy-eligible in 2025 was 19% compared to 15%

in 2024. A portion of the taxonomy-eligible R&D opex is related to subsea hydrogen storage and carbon capture and storage,

however, due to the early stages of these activities, the Group is not yet in a position to state whether alignment criteria were

met. Subsea7 will continue to review this for reporting in future periods.

ENVIRONMENTAL

DISCLOSURES

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

EU regulation

On 18 June 2020, the European Union (EU) issued

Regulation Commission 2020/852 on the establishment

ofa framework to facilitate investment for companies

registered within the EU. Under this regulation and its

delegated acts (the ‘EU Taxonomy’), the Subsea 7 S.A.

Group is required to publish, for the 2025 financial year,

eligibility and alignment indicators highlighting the

proportion of its revenue, capital expenditure (‘capex’)

andoperating expenditure (‘opex’), collectively, key

performance indicators (‘KPIs’) resulting from economic

activities considered as sustainable as defined by the

EUTaxonomy.

The EU Taxonomy defines an economic activity as

sustainable if it shows Significant Contribution (SC) to

reaching one or more of six environmental objectives,

DoNo Significant Harm (DNSH) to any of the environmental

objectives, and is carried out in compliance with the Minimum

Safeguards (MS). The six environmental objectives are;

climate change mitigation, climate change adaptation,

sustainable use and protection of water and marine

resources, transition to a circular economy, pollution

prevention and control, protection and restoration of

biodiversity and ecosystems. The assessment of eligibility

and the degree of alignment was performed based on a

detailed analysis of all the Group’s economic activities

undertaken in the year, measured against:

• The Delegated Regulation (EU) 2021/2139 of 4 June

2021 and its annexes supplementing Regulation (EU)

2020/852 specifying the technical criteria for determining

under which conditions an economic activity may be

considered to contribute to climate change mitigation

or climate change adaptation,

• The Regulation relating to article 8 also defined as

Delegated Regulation (EU) 2021/2178 of the European

Commission of 6 July 2021 and its annexes supplementing

Regulation (EU) 2020/852 specifying how to calculate

the KPIs and the narrative information to be published,

• Amendments to Objectives 1 and 2 amending Delegated

Regulation (EU) No. 2021/2139 establishing additional

technical selection criteria for determining the conditions

under which certain economic activities may be considered

to contribute substantially to climate change mitigation

oradaptation, and for determining whether such

activitiesdo not adversely affect any of the other

environmental objectives,

• Clarification of the EU Taxonomy’s other environmental

objectives relating to the protection and sustainable use

of water and marine resources, the transition to a circular

economy, the prevention and control of pollution and the

protection and restoration of biodiversity and ecosystems

via the Commission’s delegated regulation (EU) of

27 June 2023 supplementing delegated regulation

(EU) 2020/2139

Subsea7 performed an exercise to identify each economic

activity that contributed to the Group’s Consolidated Financial

Statements. An analytical methodology was applied, which

involved definitions, assumptions and estimates, themain

elements of which are described inthefollowing sections.

This analytical methodology willcontinue to develop as the

EU Taxonomy evolves.

Eligible economic activities under the

EU Taxonomy

The first step of the alignment assessment in accordance

with the EU Taxonomy requires the Group to identify

alleligible economic activities for each of the published

environmental objectives. The economic activities identified

resulted from a comprehensive review of the Group’s

activities in 2025.

Stakeholders within the Group were engaged to analyse

allthird-party revenue-generating activities, as well as any

activities for which there was capex which may generate

revenue in future periods, and opex such as research and

development (R&D) spend.

The Group’s activities, which were assessed to be EU

Taxonomy-eligible for the six environmental objectives are

shown in table 2-2 on page 84, with only the climate change

mitigation objective being relevant.

The classification of activities in 2025 is consistent with

what was reported in prior years with revenue generating

activities falling under 4.3 ‘Electricity generation from wind

power’. Activities categorised under 5.11 ‘Transport of CO

‘

did not meet the Substantial Contribution criteria and

therefore were deemed to be eligible but not aligned.

Eligible capex and opex are also included primarily in the

activity ‘4.3 Electricity generation from wind power’ with

asmall amount of opex linked to the activity 9.1 ‘Close

tomarket research, development and innovation’, which

considers expenses linked to R&D, in this case R&D

related to green hydrogen storage studies.

The review of eligibility indicators covered all of the

Group’s economic activities included in the Group’s

Consolidated Financial Statements for the year ended

31 December 2025. In the year, 99% of the eligible

revenue related to theconstruction of electricity

generation facilities thatproduce electricity from

windpower, with the balance consisting of the

Group’sparticipation in carbon capture projects.

For clarity, the oil and gas related economic activities of

theGroup’s Subsea and Conventional, and Corporate

business units were assessed as non-eligible under the

EUTaxonomy. All oil and gas related activities were

deemed non-eligible due to the exclusion of fossil fuel

extraction activities from the EU Taxonomy target scope.

Notwithstanding this, the Group’s non-eligible activities

included activities contributing to reducing the carbon

intensity of the energy transition such as carbon footprint

optimisation, studies related to carbon capture systems in

the oil and gas sector, a project for the electrification of an

offshore platform using floating wind technology, and other

less significant carbon footprint reducing activities.

It is possible that some of these activities may fall into

theeligible scope in the future and this will continue to

bemonitored.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Alignment assessment for revenue-

generating activities

For the year ended 31 December 2025, the EU Taxonomy

Regulation requires eligible activities to be analysed

regarding their compliance with the alignment criteria

foractivities under climate change mitigation and climate

change adaptation objectives, which includes considerations

related to Substantial Contribution, do nosignificant harm

and minimum safeguards.

Substantial Contribution

Activity 4.3 ‘Electricity generation from

wind power’

In order to meet the technical screening criteria related

to this activity, management concluded that all eligible

activities met the Substantial Contribution criteria as the

activity ultimately resulted in the generation of electricity

from wind farms.

Activity 5.11 ‘Transport of C0

’

During assessment of these activities it was concluded

that the Substantial Contribution criteria of this activity

were not met and therefore the activity is not aligned to

the taxonomy requirements.

Activity 9.1 ‘Close to market research,

development and innovation’

Substantial Contribution criteria were met as the OPEX

under this activity relates to studies for the construction

of subsea hydrogen storage facilities. This is in its early

stages, with activities related to R&D spend, and as such

it was concluded that Subsea7 could not yet classify the

activity as taxonomy-aligned.

Do No Significant Harm (DNSH)

Internal policies and procedures were used in the

assessment of the DNSH criteria. Including the Group’s

Sustainability Strategy, Compliance and Ethics policies,

and Environmental Management Procedure. In addition,

the Environmental Management Plans for each eligible

project were reviewed. The following DNSH criteria

were considered:

Protection of biodiversity and ecosystems (4.3)

For all of the Group’s eligible activities, ISO 14001 certified

environmental management plans are implemented. These

plans provide a framework to allow management to monitor

and mitigate the environmental impacts of the Group’s

business operations and meet the requirements of all

applicable regulations. Within the plans a number of

standards and procedures are maintained in order to

meet the DNSH assessment criteria for EU Taxonomy

requirements. These plans incorporate inputs from the

Group’s clients. All issues identified and requirements

defined in the original environmental impact assessments

are considered to establish the consent requirements for

the activity; these are then incorporated into the client’s

environmental management plans, and finally into the

Group’s environmental management plans.

Regarding protection of biodiversity and ecosystems,

together with its clients Subsea7’s ensures that its

operations meet the requirements of the environmental

permits that its clients are held accountable against,

inturnensuring that the eligible activities do not hamper the

achievement of good environmental status as set out in

Directive 2008/56/EC.

Transition to a circular economy (4.3)

Subsea7 is focused on moving from a linear economy

towards a circular economy across its business and supply

chains. The intended result is to minimise resource use,

keep resources in use for as long as possible, extract

maximum value from them, reduce waste and promote

resource efficiency. Subsea7 has a group-wide Circular

Economy Guidance document, the purpose of which is

to provide guidance on Subsea7’s approach to promoting

the circular economy concept, both onshore and offshore.

The environmental management plans may also include

additional relevant assessments related to circular

economy issues.

Sustainable use and protection of water and

marine resources (4.3)

Sustainable use and protection of water and marine

resources is also considered in the assessment. In the

case of the construction of offshore wind infrastructures,

Subsea7’s activities do not hamper the achievement of

good environmental status, Subsea7 works with its clients

to ensure legislative requirements under environmental

licenses are met. An example of where steps were taken

to minimise potential noise impacts was the successful use

of near-field noise mitigation systems, including bubble

curtains, on wind farm projects to protect the environment

from the sound and vibration caused by pile-driving

foundation structures into the seabed.

Adaptation to climate change (4.3)

As part of the EU Corporate Sustainability Reporting

Directive (CSRD) requirements, climate-related risks

and opportunities have been identified that may have

astrategic or financial impact on the Group. Refer to

ESRSE1– Climate change section on page 88 for more

information. In addition to the identification of climate-

related risks, Subsea7 commissioned an independent third

party to perform an analysis of short-term risks. Climate risk

and vulnerability assessments were also performed by the

Group’s clients to meet alignment expectations.

Minimum Safeguards

The EU Taxonomy defines a set of Minimum Safeguards in

accordance with Article 18 of the Regulation. The Minimum

Safeguards are a set of defined UN, EU and other international

human rights and code of ethics guidelines against which

businesses must assess their procedures. Four themes are

covered under the Minimum Safeguards criteria: human rights,

corruption, taxation and fair competition.

In order to meet the requirements, the Group has established

a process for mapping its policies and procedures to the

following guidelines and standards, as set out by the

EU Taxonomy:

• The OECD Guidelines for Multinational Enterprises;

• The UN Guiding Principles on Business and Human Rights;

• The principles and rights set out in the eight fundamental

conventions identified in the Declaration of the International

Labour Organization Declaration on Fundamental Principles

and Rights at Work;

• The International Charter of Human Rights.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Table 2-2 – EU Taxonomy Activities

Environmental objective

Activity covered by the

EUTaxonomy Code

Associated

NACEcode

Definition

of the activity

Corresponding Group activity

Climate change

mitigation

4.3

Electricity

generation from

wind power

D35.11

F42.22

Construction or

operation of electricity

generation facilities that

produce electricity from

wind power.

Activities related to the delivery of fixed

and floating offshore wind farm projects.

This includes the procurement and

installation of offshore wind turbine

foundations and inner-array cables as

well as heavy lifting operations and

heavytransportation services of

renewables structures.

Climate change

mitigation

5.11

Transport of C0

F42.21

H49.50

Transport of captured

via all modes.

The Group participated in a carbon

capture and storage (CCS) project,

offshore Norway. This scope included

engineering, fabrication and installation

of approximately 100 kilometres of

pipeline that will connect the CO

collection facility to the CO

storage site.

Climate change

mitigation

9.1

Close to market

research,

development and

innovation which

considers

expenses linked

toR&D

M72

R&D activities

associated with

hydrogen and

carboncapture.

The Group is currently involved in R&D

activities relating to the construction of

green hydrogen storage facilities and

carbon capture and storage studies.

Having performed a review of the Group’s policies and

procedures, management concluded that the Group complies

with the alignment criteria of the EU Taxonomy’s Minimum

Safeguards. Further information is available in the Group’s

Business Ethics, Human Rights and Tax policies section at

www.subsea7.com and within the Sustainability Statements

within this document.

Methodology for calculating KPIs

The financial information used for the EU Taxonomy report

is based on the Group’s Consolidated Financial Statements

for the year ended 31 December 2025 and was sourced

from the Group’s financial information systems. It was

subject to internal review and assurance by the Group’s

finance function to ensure consistency of approach with

the revenue, opex and capex information reported in the

Group’s Consolidated Financial Statements.

The Group’s taxonomy-eligible/aligned revenue KPIs are

determined by dividing the sum of the revenue related

toeligible and aligned activities by the total revenue

ofallactivities as reported in the Group’s Consolidated

FinancialStatements. The Group’s revenue relates mainly

toengineering, procurement, construction and installation

contracts recognised in accordance with Note 3 ‘Material

accounting policies’ in the Group’s Consolidated Financial

Statements for the year ended 31 December 2025.

The Group’s taxonomy-eligible/aligned capex KPIs are

determined by dividing the sum of the capex of eligible

and aligned capex activities by the total of additions

tointangible assets, property, plant and equipment,

andaddition and remeasurement of right-of-use assets as

reported in the Group’s Consolidated Financial Statements.

For further details refer to notes 13, 14, and 15 to the

Group’s Consolidated Financial Statements for the year

ended 31 December 2025.

The Group’s taxonomy-eligible/aligned opex KPIs are

determined by dividing the sum of the opex related to

eligible and aligned activities by the total opex for all

activities for the Group during the year ended 31 December

2025. The only operating expenses reported under the

numerator and denominator for the Group were:

• Expenses that relate to the maintenance and repair

ofproperty, plant and equipment; and

• Research and development expenses, including direct

personnel costs.

To avoid double-counting, management only included as

eligible those operating expenditures allocated in full to

supporting the execution of eligible activities. The expenses

already included under the capex taxonomy-aligned KPIs

have been excluded from the opex taxonomy-aligned KPIs

numerator and denominator.

Future Developments

In line with the Group’s strategy on pages 10 to 12, Subsea7

intends to continue to develop the Group’s Taxonomy

eligible and aligned KPIs and to continue to evaluate the

Group’s operations and identify any new activities which

may be eligible under the six environmental objectives

within the sustainability taxonomy.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Additional Information – EU Taxonomy Disclosure

Table 2-3 – Proportion of turnover from products or services associated with Taxonomy-aligned economic activities –

disclosure covering year 2025.

Financial year

2025 2025 Substantial Contribution Criteria DNSH criteria (‘Does Not Significantly Harm’) (h)

Economic

Activities (1)

Code (a)

(2)

Turnover

$ millions

(3)

Proportion

of Turnover, (4)

Climate Change

Mitigation (5)

Climate Change

Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum safeguards (17)

Proportion of Taxonomy

aligned (A.1.) or eligible

(A.2.) Turnover, 2024 (18)

Category enabling

activity (19)

Category transitional

activity (20)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Electricity

generation

from wind

power

CCM

4.3

1,075.9 15% Y

n/aYYn/aYYY16%E –

Turnover of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

1,075.9 15% 15% 0% 0% 0% 0% 0% n/a Y Y n/aYYY16% – –

Of which Enabling 1,075.9 15% 15% 0% 0% 0% 0% 0% n/a Y Y n/aYYY16%E –

Of which Transitional 0.0 0% 0% 0% 0% 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a 0% – T

A.2 Taxonomy-Eligible but not environmentally sustainable activities

(notTaxonomy-aligned activities) (g)

Electricity

generation

from wind

power

CCM

4.3

23.5 0% EL

Transport

ofCO

CCM

5.11

7.7 0% EL

Turnover of

Taxonomy-eligible but

not environmentally

sustainable activities

(not Taxonomy-

aligned activities)

(A.2)

31.1 0% 0% 0%––––

A. Turnover of

Taxonomy eligible

activities (A.1+A.2)

1,107.0 16% 16% 0%––––

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of

Taxonomy-non-

eligible activities

5,979.3 84%

TOTAL 7,086.3 100%

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities per environmental

objective – disclosure covering year ended 31 December 2025.

Proportion of turnover/Total turnover

Taxonomy-aligned

per objective

Taxonomy-eligible

per objective

CCM 15% 16%

CCA 0% 0%

WTR 0% 0%

CE 0% 0%

PPC 0% 0%

BIO 0% 0%

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Table 2-4 – Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure

covering year 2025

Financial year

2025 2025 Substantial Contribution Criteria

DNSH criteria

(‘Does Not Significantly Harm’) (h)

Economic

Activities (1)

Code (a)

(2)

CapEx

$ millions

(3)

Proportion

of CapEx, (4)

Climate Change

Mitigation (5)

Climate Change

Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum safeguards (17)

Proportion of Taxonomy

aligned (A.1.) or eligible

(A.2.) CapEx, year 2024

(18)

Category enabling

activity (19)

Category transitional

activity (20)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Electricity

generation

from wind

power

CCM

4.3

66.8 14% Y

n/a Y Y n/a Y Y Y 16% E –

CapEx of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

66.8 14% 14% 0% 0% 0% 0% 0% n/a Y Y n/a Y Y Y 16% – –

Of which Enabling 66.8 14% 14% 0% 0% 0% 0% 0% n/a Y Y n/a Y Y Y 16% E –

Of which Transitional 0.0 0% 0% 0% 0% 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a 0% – T

A.2 Taxonomy-Eligible but not environmentally sustainable activities

(notTaxonomy-aligned activities) (g)

Electricity

generation

from wind

power

CCM

4.3

00%EL

CapEx of Taxonomy-

eligible but not

environmentally

sustainable activities

(not Taxonomy-

aligned activities)

(A.2)

00%0%0%––––

A. CapEx of

Taxonomy eligible

activities (A.1+A.2)

66.8 14% 14% 0% – – – –

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-

non-eligible activities

397.8 86%

TOTAL 464.6 100%

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities per environmental

objective – disclosure covering year ended 31 December 2025.

Proportion of CapEx/Total CapEx

Taxonomy-aligned

per objective

Taxonomy-eligible

per objective

CCM 14% 14%

CCA 0% 0%

WTR 0% 0%

CE 0% 0%

PPC 0% 0%

BIO 0% 0%

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Table 2-5 – Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure

covering year 2025.

Financial year

2025 2025 Substantial Contribution Criteria

DNSH criteria

(‘Does Not Significantly Harm’) (h)

Economic

Activities (1)

Code (a)

(2)

OpEx

$ millions

(3)

Proportion

of OpEx, (4)

Climate Change

Mitigation (5)

Climate Change

Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change

Mitigation (11)

Climate Change

Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum safeguards (17)

Proportion of Taxonomy

aligned (A.1.) or eligible

(A.2.) TOpEx, year 2024

(18)

Category enabling

activity (19)

Category transitional

activity (20)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Electricity

generation

from wind

power

CCM

4.3

27.2 18% Y

n/aYYn/aYYY14%E –

OpEx of

environmentally

sustainable activities

(Taxonomy-aligned)

(A.1)

27.2 18% 18% 0% 0% 0% 0% 0% n/a Y Y n/aYYY14% – –

Of which Enabling 27.2 18% 18% 0% 0% 0% 0% 0% n/a Y Y n/aYYY14%E –

Of which Transitional 0.0 0% 0% 0% 0% 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a 0% – T

A.2 Taxonomy-Eligible but not environmentally sustainable activities

(notTaxonomy-aligned activities) (g)

Close to

market

research,

development

and innovation

CCM

9.1

0.4 0% EL

Transport

ofCO

CCM

5.11

0.7 0% EL

OpEx of Taxonomy-

eligible but not

environmentally

sustainable activities

(not Taxonomy-

aligned activities)

(A.2)

1.0 1%1%0%––––

A. OpEx of Taxonomy

eligible activities

(A.1+A.2)

28.2 19% 19% 0%––––

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-

non-eligible activities

122.1 81%

TOTAL 150.3 100%

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities per environmental

objective – disclosure covering year ended 31 December 2025.

Proportion of OpEx/Total OpEx

Taxonomy-aligned

per objective

Taxonomy-eligible

per objective

CCM 18% 19%

CCA 0% 0%

WTR 0% 0%

CE 0% 0%

PPC 0% 0%

BIO 0% 0%

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

ESRS E1 – Climate change

Integration of sustainability-related performance

in incentive schemes (ESRS 2 GOV-3)

While Subsea7 has set climate-related targets, and

monitors progress towards those targets, Subsea7 does

not currently assess the performance of its Board members

or Executive Management Team against the Greenhouse

Gas (GHG) emissions reduction targets referenced on page

92. A significant factor in achieving Subsea7’s emissions

reduction targets is the development of suitable alternative

fuels commercially available at scale in the market for the

maritime industry. This development is outside the control

of Subsea7, therefore, it would be unreasonable for the

Board or the Executive Management Team to be

assessedagainst these variables.

Transition plan for climate change mitigation

(ESRS E1-1)

Although Subsea7 has not developed a specific transition

plan for climate change mitigation, Subsea7’s strategy is

aligned with the energy transition in several ways, through

its operations in offshore wind and carbon capture and

storage (CCS), focus on deepwater oil and gas and in

decarbonising its own fleet. Subsea7 plays a leading

roleinthe construction of sustainable offshore energy

developments worldwide, and the fixed offshore wind

market is a significant part of Subsea7’s business. Subsea7,

through its Seaway7 brand, reported as the Renewables

business unit, has been operating in offshore wind since

2009. In 2025, the Renewables business unit generated

17% of the Group’s revenue and, by 31 December 2025,

hadsupported the construction of 19.9 GW of cumulative

power capacity of renewables projects through installation

of offshore wind farm infrastructures.

In 2024, Subsea7 delivered its first carbon capture project

scope for Phase 1 of Northern Lights in Norway. By utilising

the Group’s existing fleet of vessels, the project offers

anew source of revenue growth with limited associated

investment. In 2025, engineering progressed on Phase 2,

which includes a five-kilometre carbon dioxide (CO

)

pipeline, integrated satellite structures, umbilicals, tie-ins

and pre-commissioning activities. This phase will increase

storage capacity from 1.5 million tonnes to at least

5 million tonnes per year, a significant step in decarbonising

hard-to-abate industries.

Subsea deepwater oil and gas is an important market for

Subsea7. Deepwater developments have an advantaged

carbon-intensity profile primarily due to the efficiency and

scale of these projects as they often target very large

reservoirs. To support this position, Subsea7 commissioned

an expert energy consultancy to perform a study to analyse

the relative carbon-intensity levels of extracting oil and gas,

specifically mapping emissions from exploration, drilling,

field development, production and transportation. The study

was performed to interrogate several industry research claims

that deepwater developments have, onaverage, thelowest

carbon-intensive method of extracting oil and gas. The

findings of the study support theobservation that offshore

hydrocarbons, particularly deepwater, has the potential

tobe the lowest carbon-intensive source per barrel of

oilextracted.

Subsea7’s proprietary technology and engineering

capability supports its clients in developing these projects

incost-effective and efficient ways. Subsea7 has extensive

expertise and experience in large offshore oil and gas field

developments. With the positive market momentum

anticipated, there is a greater need to support lower-carbon

solutions while meeting current and future energy needs.

Subsea7’s investment in OneSubsea, a global joint venture

between SLB, Aker Solutions and Subsea7, strengthens

and accelerates the solutions needed to reduce emissions

in subsea operations through a focus on innovation and

efficiencies in the integrated project offering through the

Subsea Integration Alliance which is described on page 10.

To further support climate mitigation, Subsea7 is

addressing its own GHG emissions, primarily from its fleet

of vessels, through its decarbonisation plan. As part of this

plan, Subsea7 aims to reduce Scope 1 and Scope 2 GHG

emissions, targeting a 50% reduction by 2035 as compared

to an adjusted 2018 base year baseline, and achieving

Net-Zero Scope 1 and 2 GHG emissions by 2050. While

Subsea7 is implementing changes and solutions available

today, there are several factors that could affect Subsea7’s

ability to meet these targets and could cause its plans to

differ materially from those currently reported, including

butnot limited to the availability and deployment of cleaner

technologies at scale commercially. Further details on

Subsea7’s decarbonisation targets and levers are shown

onpages 91 and 92. Renewable energy is an important part

of Subsea7’s business, and it aims to support its clients to

accelerate the energy transition. Subsea7 is committed

totranslating its renewables capabilities into benefits for

itsclients through the construction of offshore wind farms.

Subsea7’s ambition was to support 18 GW of cumulative

power capacity installed through renewable energy projects

by the end of 2025 and 35 GW by 2030. Subsea7 met the

first of these milestones, contributing to 19.9 GW of

installed power capacity by the end of 2025.

Subsea7 is committed to transparency in its climate

mitigation plans, targets, and progress. Subsea7’s economic

activities that relate to climate adaptation and mitigation

including capital expenditure and operating expenses

relating to activities in line with the EU Taxonomy regulation

are shown on pages 81 to 87. Reference is also made to

‘Targets related to climate change mitigation and

adaptation (ESRS E1-4)‘.

Management has adopted a structured approach to

assessing material risks, including climate risks,

opportunities, and impacts of the Group’s operations.

Thedecarbonisation plan and progress against this plan

and its targets are regularly reviewed by the Executive

Management Team and the Board of Directors. Progress

towards decarbonisation targets is shown on page 92,

whileprogress on renewables cumulative power capacity

supported targets is shown on page 24.

While Subsea7 has not fully analysed its locked-in

emissions, it intends to further mature this area as part

ofitscontinued review of the assumptions and actions

associated with the decarbonisation plan.

Resilience of strategy and business model(s)

(ESRS 2 SBM-3)

The strategy of Subsea7 is to create sustainable value by

delivering the offshore energy transition solutions the world

needs. As such, climate change impacts and opportunities

and its associated physical and transitional risks are

considered in the Group’s strategy. Subsea7 also recognises

the significant uncertainty in pace and direction of the energy

transition and the potential impact from climate change and

climate change-related risks on its business model.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

To build a resilient business, Subsea7 focuses on two main

business units: Subsea and Conventional, and Renewables.

This allows Subsea7 the flexibility to balance its strategic

focus in response to the global energy mix, demands of

society and the needs of its clients. These are driven by

thepace and direction of the energy transition in response

to climate change and in the various climate change

scenarios considered.

Subsea7 does not have a formal process to test the

resilience of its strategy and business model but makes

useof a number of climate change scenarios, including

those of recognised international organisations such as

theInternational Energy Agency (IEA), Organization of the

Petroleum Exporting Countries (OPEC) and Rystad when

assessing climate change risk and the impact of climate

change on its future market and business model. As part

ofthe ongoing management of the Group, climate change

scenarios and reports are studied by management and,

when trends, scenarios or demand projections raise concerns,

specific analysis or investigations may be initiated to

substantiate the risk and the potential impacts. Based

onsuch specific analysis, the resilience of the Group’s

business model for specific events is assessed and any

necessary adjustments are made. Due to the common skills

and capabilities required within the Group, Subsea7 can

shift its strategic focus and allocate resources between

business units to meet current and future business demands.

Negative trends or scenarios can be linked to demand

forcertain products by the Group’s clients, or physical,

political or regulatory developments or events impacting

theGroup’sbusiness units, such as the deployment of

electric vehicles, grid constraints, supply chain bottlenecks,

oil price fluctuations, emission taxes (applicable to the

Group and/or its clients’ businesses) or other.

Processes to identify and assess material

climate-related impacts, risks and opportunities

(ESRS 2 IRO-1)

The process of risk identification and management is

embedded into Subsea7’s operations at every level. The

‘Principle Risks and Uncertainties’ section on page 30

details Subsea7’s risk management approach and its

internal controls. Risk identification is managed through

functional and technical expertise across the Group, with all

risks, including those related to sustainability, being

reported to and assessed by the Executive Risk Committee

in close collaboration with the Sustainability Committee for

sustainability-linked and climate-related risks. To support

preparedness for potential climate-related risks and

opportunities, and to ensure effective management,

Subsea7 considers short-term (0-2 years), medium-term

(up to 5 years), and long-term (beyond 5 years) horizons.

The time horizon for short-term risks differs slightly from

those stated under ESRS 1 to incorporate the timing of the

Group’s budgeting and planning process, which starts

mid-year and, therefore, incorporates the current year plus

the following year for which the budget is prepared.

The identification and assessment of climate-related risks

has primarily focused on transitional risks. Subsea7 intends

to further mature this process for physical climate-related

risks and aims to report on the outcomes in future periods.

The process of identifying and assessing climate-related

risks and opportunities is performed both regionally and

globally. Globally, this process is led by a group of subject

matter experts and reviewed by the Executive Sustainability

Committee. Qualitative analysis includes considering

various types of climate-related transitional risks related

tocurrent and emerging regulations, technology, legal,

market,and reputational topics. Similarly, climate-related

opportunities are evaluated globally, focusing on aspects

such as resource efficiency and market prospects. These

risks and opportunities have the potential to impact the

Group financially or strategically, and they are considered

by their type, timescale, likelihood of occurrence, and

potential magnitude of financial effects.

Regionally, Subsea7 regularly evaluates short-term risks,

especially project-based risks related to operational

activities. For instance, operational procedures for

theGroup’s fleet and project execution incorporate

management of climate-related risks such as sea and

weather conditions, and the regional management teams

evaluate risks related to future business in light of the

energy transition, which is influenced by sustainability

matters and climate-related impacts.

Management assesses medium-term strategic positioning

through the Group’s five-year strategic plan. Operating

within the energy industry, Subsea7 recognises that

climate-related issues may affect the pace of the global

energy transition and, consequently, its strategy and

long-term positioning.

The five-year strategic plan includes regional assessments

of short and medium-term prospects, along with related

risks and opportunities. Regions use third-party data to

interpret market forecasts and drivers, thereby assessing

the business strategy within the evolving offshore energy

market. Climate-related factors affecting market dynamics

and value chain behaviours are typically reflected in

forecast market sizes across different geographies

andenergy segments, indicating the pace of the

energytransition. This review facilitates budget allocation,

strategicdecision-making, regulatory compliance reviews,

and discussions about new and emerging risks and

opportunities that require consideration within the

nextfive years.

Climate-related risks and opportunities beyond the five-year

horizon are qualitatively assessed, focusing on long-term

transition risks and opportunities. Such risks include current

and emerging regulations, technology, legal aspects, market

trends and reputation, which could potentially influence the

Group financially or strategically. Long-term considerations

also involve reviewing changes in regulatory requirements,

market trends, and consumer demands.

Subsea7’s business activities that align with the transition

tonet zero and environmental sustainability are detailed in

the EU Taxonomy disclosure on pages 81 to 87. Although

future business activities are not assessed against this

framework, Subsea7 will continue to report under the EU

Taxonomy to clarify which activities are eligible and aligned

and which are not.

This section refers to the climate-related IROs identified

following the double materiality assessment process as

described on pages 79 to 80. Table 2-6 presents the

IROsin relation to climate change.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Table 2-6 – IROs in relation to climate change

Boundary in value chain Time horizon

Risk type Upstream

Own

operation Downstream Short Medium Long

Climate-related matters I/R/O

Availability of sufficient volumes of

alternative fuels that are commercially

viable and which can be sourced globally

to support Subsea7’s goal of reducing

Scope 1 GHG emissions

Risk

Transition:

Technology

Emerging regulation leading to increased

costs due to changes in GHG emissions

legislation including carbon taxes

Risk

Transition:

Policy and

legal

Introducing technology, systems or

products that are insufficiently mature

or unsatisfactorily implemented to keep

pace with the timescale expected by

society, governing bodies and countries

to provide lower-carbon energy in a

sustainable and cost-efficient way

couldhave an adverse reputational

andfinancial impact for the Group

Risk

Transition:

Technology

Regulation and supervision of climate-

related risk in the financial sector, which

could lead to challenges in accessing

funding for the Group

Risk

Transition:

Reputation

Failure to secure and manage costs

could impact the Group’s financial

performance; risks include cancellations

or delays of clean energy projects,

dueto regulatory or financial hurdles

Risk

Transition:

Market

Increased use of electricity generated

from renewable energy tariffs for

onshore facilities

Opportunity

Building on Subsea7’s significant

well-established position in the offshore

renewables market and growing our

geographic and service offering within

offshore wind

Opportunity

Increasing revenue associated with

growth in emerging energies and access

to new markets

Opportunity

Development of new products or

services to support lower-carbon oil

andgas solutions, and growth of

offshore wind and emerging energy

Opportunity

Building on Subsea7’s track record for

collaborative working and partnerships,

work with clients, suppliers and partners

to develop the solutions needed to

unlock new energies from a technical,

economic and regulatory perspective

Opportunity

GHG emissions from Subsea7’s

operations (Scope 1 and 2)

Actual impact

(-)

GHG emissions from Subsea7’s

upstream value chain (Scope 3)

Actual impact

(-)

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Impacts, risks and opportunities

management

Policies related to climate change mitigation and

adaptation(ESRS E1-2)

While Subsea7 lacks a specific climate policy, the Group’s

Values and the Code of Conduct address the importance

ofclimate matters. The Code of Conduct includes a

dedicated section related to people, community and the

planet. There is a section focused on the environment and

climate change, highlighting the importance of reducing

emissions and supporting the development of sustainable

energy through the Group’s Renewables business unit.

Actions and resources in relation to climate

change policies (ESRS E1-3)

Addressing GHG emissions from direct

operations:

Decarbonisation lever – use of alternative fuels and

energy systems:

Subsea7’s short- and medium-term focus

ison the use of different types and blends of biofuels as

aviable route to reduce GHG emissions. A process is now

inplace that enables transition of the Group’s vessels to

biofuel blends as and when available and technically and

economically viable. While the availability of biofuels in

general is slowly improving, the maritime sector is in

competition with other users, mainly road transportation

and aviation, and barriers related to availability and

uneconomic pricing will remain. The economic viability and

competition for these fuels will be strongly influenced by

evolving law and regulation for all sectors at both a national,

regional, and global level, which include various alternative

fuel standards and carbon pricing mechanisms. Subsea7

continues to monitor the development of all alternative

fuels, the technologies required to use them, and the

associated laws and regulations, recognising their

significant potential to support reduction of GHG emissions

from our operations as they mature. For the longer term,

various alternative fuels are being considered, but progress

is hindered by limitations in readiness, availability,

technology, scalability, and cost. Based on our research

andevaluation, paraffinic fuels, co-processed marine gas

oil, and Fatty Acid Methyl Esters (FAME) could offer viable

near-term solutions.

Decarbonisation lever – hybridisation and shore power:

Subsea7’s owned fleet includes the hybrid vessels Seven

Viking, Seven Arctic and Seaway Ventus. The newest vessel

in the fleet, Seaway Ventus, was delivered with a fuel-saving

direct current system as opposed to alternate current

systems that have dominated the marine industry in the

past. Seaway Ventus is equipped with diesel engines delivering

15 MW and batteries capable of delivering 8 MW for short

periods. It has been demonstrated that a reduction in GHG

emissions of up to 17% can be achieved on Seven Arctic

when in it is working in dynamic positioning mode. However,

contractual or client requirements can pose a barrier to

realising the full reduction in emissions. At 31 December

2025 design and procurement of the hybrid system for

Seaway Alfa Lift was ongoing.

Decarbonisation lever – operational efficiency

improvement:

Subsea7 uses digital dashboards to monitor

vessel performance and improve fuel efficiency. In-house

systems collect operational data, establishing the basis

formore informed decisions to be made that may improve

overall fuel use. The Group has fitted the majority of its fleet

with digital fuel flow meters, providing essential data for

analysis, feedback, and adjustments. This allows precise

monitoring of fuel and consumption. Hull cleaning can

alsohave an impact on reducing fuel consumption and

operational efficiencies, and Subsea7 has developed

updated hull cleaning/marine growth guidance that will

allow timely decisions on the cost and benefit of hull

cleaning. Management is working with specialist cleaning

companies to be able to implement this more consistently

across the Group.

A number of smaller fuel reduction initiatives are at varying

levels of implementation. Reduced responsiveness and

accuracy of the Dynamic Positioning (DP) system when

theproject allows is an operational standard for all vessels.

On the equipment side, switching to LED lighting and

replacing single speed cooling pumps or fans with more

energy efficient variable speed equipment are some of

other projects in development.

Subsea7’s decarbonisation levers are also referenced

onpage 92.

Addressing emissions across the value chain –

upstream:

Engagement with key suppliers plays an important part in

the Group’s objective to reduce its Scope 3 GHG emissions.

To support engagement, Subsea7 continues with sustainability

engagement meetings with key suppliers on reducing

Scope 3 GHG emissions and their preparedness for

upcoming regulations.

The focus for 2025 has been on our suppliers’ readiness

tocomply with the EU Carbon Border Adjustment Mechanism

(CBAM), and a processes and procedures have been

developed to ensure compliance. With the support of

external consultants, our Supply Chain team has identified

Subsea7’s most material procurement categories, and the

approved suppliers of products and services within them.

The aim is to focus Subsea7’s supplier engagement related

to upstream value chain emissions within these most

material products and services.

Addressing emissions across the value chain –

downstream:

Regular engagement with Subsea7’s clients is central to

understand the global market landscape and pace of the

energy transition. Subsea7’s Renewable business unit

primarily comprises the activities of Seaway7, a market

leader in fixed offshore wind and is also responsible for

floating wind activities, although this remains early stage.

Growth in offshore renewables

Electrification across society continues to accelerate,

supported by strong growth in renewable energy generation

and significant investment in grid infrastructure. Offshore

wind will continue to play an important role within the

broader renewable energy mix, however its forecasted

growth trajectory has been adjusted downward in the

recent years to reflect certain delays, cancellations and

reduced capacity expectations across key markets.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Several factors underpin this shift:

• Challenging project economics, with many developments

still requiring subsidies to achieve viable business cases

• Political influence, including fluctuating levels of policy

support and prioritisation

• Changing priorities, where energy security consideration

has taken precedence over energy transition objectives

• Complexity of integrated energy systems, which

increases development timelines and risk profile.

While in the medium term, these dynamics are expected

tocreate challenging market conditions for the sector,

withfewer and lower gigawatt capacity projects being

constructed, the longer-term outlook is still positive

foroffshore wind, especially with the anticipated newly

announced governmental ambitions being implemented.

Fixed offshore wind

During 2025, Seaway7 delivered major offshore projects

across the globe, including significant scope completions

onHai Long, Dogger Bank B&C, He Dreiht, Yunlin and

Revolution.

Seaway7’s work on the Dogger Bank project, the world’s

largest offshore wind farm, began in 2019 commencing

withDogger Bank A. By the end of 2025, Subsea7 had

successfully installed 277 monopiles and 277 transition

pieces across Dogger Bank A/B/C. Delivering all three

phases of this landmark development has allowed Seaway7

to optimise its processes and establish new benchmarks for

efficiency. Furthermore, installation activities for East Anglia

THREE began in March 2025, with Seaway Ventus installing

39 monopiles and 39 transition pieces, as part of the

95 monopile scope.

Our cable-lay vessel Seaway Aimery completed the work

onRevolution project, the first commercial project in the

US,while the cable lay operations continued on Hai

Longproject with the Seaway Phoenix. In Germany the

Seaway Aimery and Seaway Moxie completed the 95km

cable laying, trenching and as-trenched survey scope for

He Dreiht Project, currently the largest offshore wind farm

inGermany with a total capacity of 960 MW. Combined,

these achievements reflect the efficient execution delivered

by both the onshore and offshore teams, who worked

closely with key suppliers to ensure smooth delivery

following the engineering, procurement and construction

phases of the components now installed.

Throughout 2025, Seaway7 contributed significant

volumeby successfully installing 163 inner-array cables,

128 monopile foundations, and 131 transition pieces,

enabling its clients to deliver approximately 4 GW of clean,

reliable power to support a more sustainable energy system

for the future.

Floating wind

While floating wind holds potential, project economics

remain a key constraint on the pace of development. In

2025, our efforts focused on maturing technologies and

solutions aimed to support lower-cost offshore floating

wind developments through several studies. These activities

have made good progress in positioning Seaway7 for future

significant floating wind developments.

Emerging energies

In 2025, Subsea7 focused on two main market

opportunities: carbon capture and storage (CCS) and

offshore green hydrogen production and transportation.

Additionally, there has been an increased investment

inenergy storage, leading to more investment in energy

storage solutions and technology. Following the completion

of Phase 1 of the subsea infrastructure for the Northern

Lights project and the official opening of the Northern

Lights CO

storage facilities, Subsea7 was awarded the

contract for Phase 2 of the development. Subsea7 also

continues to participate in the development of offshore

green hydrogen and offshore energy storage markets. In

2025 Subsea7 completed four studies related to offshore

green hydrogen production.

Metrics and targets

Targets related to climate change mitigation and

adaptation (ESRS E1-4)

In 2021, Subsea7 announced its target to achieve Net Zero

Scope 1 and 2 GHG emissions by 2050 and a nearer-term

target to reduce Scope 1 and 2 GHG emissions by 50%

by2035 compared to an adjusted 2018 base year baseline.

Subsea7’s targets are not science-based, and at present,

oiland gas companies (including service companies

generating over 40% of revenue from oil and gas activities)

are not accepted as part of the Science Based Targets

initiative (SBTi). Subsea7 continues to monitor this position

and any developments. Subsea7, therefore, set its targets

in2021 in support of the goals at the time of the International

Maritime Organisation (the United Nations specialised

agency with responsibility for the safety and security of

maritime and the prevention of marine and atmospheric

pollution by ships), to be generally in line with peer

bestpractice at the time within the specialist marine

contracting sector, and in support of the targets set by

Subsea7’s key clients.

The targets cover the entire Group using a financial

reporting and control approach. The operational scope

includes all significant Scope 1 and 2 GHG emissions,

primarily from consumption of marine fuels on owned

vessels and those leased for over 12 months. Scope 2

GHGemissions primarily include indirect emissions from

energy purchasing, mainly electricity, consumed by

onshorefacilities.

Subsea7’s roadmap to reach the targets for Scope 1 GHG

emissions is based on three core areas:

• Use of alternative fuels and energy systems: The

decarbonisation pathway relies on increased use of fuels

and energy sources with lower lifecycle GHG emissions

across the fleet, such as biofuels and synthetic fuels.

Some vessels will require no changes to use these fuels,

while others need adjustments depending on the type

andblend of fuel. Compatibility of these fuels with

existing systems is being assessed by management,

anddiscussions on technical and commercial impacts

areongoing with stakeholders.

• Hybridisation and shore power: Subsea7 continues to

look into viable opportunities for hybridisation and shore

power initiatives.

• Operational efficiency improvement: Measures have

been implemented to enhance fleet operating efficiency,

including improved energy management, optimised fleet

utilisation, and effective project planning and execution.

Digital tools are crucial in these improvements, aiding

decision-making and performance visualisation.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Energy consumption and mix (ESRS E1-5)

Table 2-8 shows the total energy consumption related to Subsea7’s operation. It is based on Subsea7’s material annual

energy conversion and mix.

Table 2-8 – Total energy consumption related to own operations

Energy consumption and mix for the year Unit 2025 Value 2024 Value

Fuel consumption from coal and coal products MWh 0 0

Fuel consumption from crude oil and petroleum products MWh 2,625,593

(1)

2,706,834

(1)

Fuel consumption from natural gas MWh 14,077

(2)

14,185

(2)

Fuel consumption from other fossil sources MWh 0 0

Consumption of purchased or acquired electricity, heat, steam, and

cooling from fossilsources

MWh 1,361 6,421

Total consumption from fossil energy MWh 2,641,031 2,727,440

Subsea7’s initiatives to utilise market-based contractual

instruments and voluntary carbon credits are described in

Gross Scope 1, 2, 3 and total GHG emissions (ESRS E1-6)

Table 2-10 and GHG removals and GHG mitigation projects

financed through carbon credits (ESRS E1-7) Table 2-12.

While management is implementing changes and solutions

available today, several factors could impact Subsea7’s

ability to meet emissions targets. These factors could

causethe Group’s plans to differ materially from current

expectations and include, but are not limited to, the global

availability of lower-emission fuels, energy and technology

at a commercial scale.

Subsea7 aims to support the continued growth of

renewable power by translating its renewable capabilities

intobenefits for its clients within the offshore fixed wind

industry. Subsea7 has set a target of supporting 18 GW of

cumulative power capacity installed by the end of 2025 and

35 GW by the end of 2030 through the construction of

offshore wind farms.

Scope 3 GHG emissions are not included in Subsea7’s

decarbonisation targets due to the complexity in calculating

the Scope 3 GHG emissions inventory for all categories in a

complete, accurate and traceable manner, and because the

measures required to decarbonise Scope 3 GHG emissions

are outside Subsea7’s direct control. However, a key part

ofSubsea7’s lower-carbon field development strategy is

toactively collaborate with its clients, suppliers, and other

stakeholders in the value chain to better understand and

develop common Scope 3 GHG emissions ambition and to

work together to decarbonise the energy value chain.

Table 2-7 – Emissions reduction targets

Emission reduction

targets by type Categories Value

Total Scope 1

and 2 GHG

emissions

Percentage

(as of emissions

of base year)

Net Zero Scope 1 and

(1)

GHG emissions

by 2050.

50% reduction of Scope

1 and 2 GHG emissions

by 2035 compared to

an adjusted 2018 base

year baseline.

1. Scope 2 (market-based) GHG emissions

Base year and baseline

The Scope 1 and 2 target that has been set is a percentage

reduction in the GHG emissions inventory compared to an

adjusted base year inventory. It is calculated by comparing

the absolute GHG emissions inventory for the reported year

with the adjusted absolute GHG emissions inventory for the

base year. The adjusted absolute GHG emissions inventory

for the base year forms the baseline against which the

reported year emissions inventory is compared.

In order to meaningfully compare the Scope 1 GHG emissions

inventory in the reported year with the 2018 base year

inventory, any transactions, such as mergers or acquisitions,

that occurred between the base year and the reporting year

must be examined to determine if an adjustment to the base

year inventory is required. The adjusted absolute GHG

emissions inventory for the base year would then form the

baseline against which the reported year GHG emissions

inventory is compared. The base year’s absolute GHG

emissions inventory will be adjusted in accordance with

Subsea7’s GHG emissions adjustment (rebaselining) policy,

which is documented in the Group’s Corporate GHG

Emissions Accounting and Reporting Policy.

In line with peers and the Science Based Targets initiative

(SBTi), Subsea7 has set a threshold for GHG emissions

baseline adjustment if the impact of the net sum of potential

adjustments resulting from all individual events/transactions

isgreater than or equal to 5% of the baseline. In the event

that the threshold is triggered, the sum of the appropriate

adjustments must be applied to the base year inventory to

form the new baseline for the reporting year, recalculated

andrestated. Any changes are made at the end of each

reporting year, and the Group restates its baseline when

itreports its latest GHG emissions. This threshold will be

reviewed periodically and may be modified in the future.

Thenet sum of potential adjustments resulting from all

individual transactions between the base year and 2025

hasbeen evaluated, and the baseline for 2025 is reported

inTable2-10.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Table 2-8 – Total energy consumption related to own operations continued

Energy consumption and mix for the year Unit 2025 Value 2024 Value

Share of fossil sources in total energy consumption % 98.8 99

Total consumption from nuclear sources MWh00

Share of consumption from nuclear sources in total energy consumption % n/a n/a

Fuel consumption from renewable sources, including applicable biomass,

industrial andmunicipal waste of biologic origin, biogas, renewable

hydrogen, etc.

MWh 0 2,791

Consumption of purchased or acquired electricity, heat, steam, and

cooling from renewablesources

MWh 30,794 19,670

Consumption of self-generated non-fuel renewable energy MWh 110

(1)

110

(1)

Total consumption from renewable energy MWh 30,903 22,571

Share of renewable sources in total energy consumption % 1.2 <1

Total energy consumption MWh 2,671,935 2,750,010

1. Fuel used for self-generation of electricity and heat for use in offices and other onshore work sites and fuel oil used for powering the fleet of vessels.

2. Natural gas used for onshore heating of offices and other onshore work sites.

Energy intensity based on net revenue

Table 2-9 presents the energy intensity based on net revenue.

Table 2-9 – Energy intensity per net revenue

Energy intensity per net revenue for the year Unit 2025 Value 2024 Value

Total energy consumption from activities in high-climate-impact sector

(1)

MWh

2,671,935

as Table 2-8

2,750,010

as Table 2-8

Net revenue from activities in high-climate-impact sectors used to

calculate energy intensity

$ millions

7,086 6,837

Total energy consumption from activities in high-impact sectors per net

revenue from activities in high-climate-impact sectors

MWh/$ millions

377 402

3. Subsea7 assumes that all of its activities fall under the high-climate impact sectors.

Gross Scope 1, 2, 3 and total GHG emissions (ESRS E1-6)

Subsea7’s total GHG emissions inventories under Scopes 1, 2 and available category in Scope 3 are presented in Table 2-10.

The Scope and category boundaries are in accordance with the definitions of the World Resources Institute GHG Protocol

and its supporting guidelines.

Subsea7’s approach to GHG emissions accounting and reporting is documented in Subsea7’s Corporate GHG Emissions

Accounting and Reporting Policy. The policy governs the following related to Table 2-10:

• Subsea7’s GHG emissions accounting, reporting methodology, adjustment policy, and models as well as referenced

standards, factors and Global Warming Potentials (or GWPs)

• An evaluation of which GHG emissions Scopes are material for Subsea7

• An evaluation of the quality of input information currently available to estimate each of the emissions Scopes (quantity data

and conversion factors)

• Based on the above, consideration of the completeness, accuracy and traceability of each Scope, and its suitability to

bedisclosed.

Table 2-10 shows the total GHG emissions disaggregated by Scopes 1 and 2 and available Scope 3.

In 2025, Subsea7 procured 100% renewable electricity through the purchase of market-based contractual instruments

suchas Energy Attribute Certificates (EACs) and green tariffs supported by renewable energy certificates (RECs)

includingGuarantees of Origin. This approach follows the GHG Protocol Scope 2 Guidance and is informed by other

relevantstandards. For a small portion of Subsea7’s market-based Scope 2 emissions associated with purchased heat,

steam and cooling, standardised market-based instruments are not currently available. These residual emissions are

reportedin both the location- and market-based scope 2 inventory in Table 2-10. As a step to account for these remaining

emissions, Subsea7 has purchased and cancelled voluntary carbon credits to compensate for these residual emissions.

Information is only available to support disclosure of Scope 3 Category 6 for business air travel. Information is not available

to support disclosure of any of the other upstream or downstream Scope 3 categories defined by the GHG Protocol Value

Chain (Scope 3) Standard.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Table 2-10 – Total GHG emissions disaggregated by Scopes 1 and 2 and available Scope 3

Retrospective Current year Milestones and target years

Base year (2018) 2024 2025 2030 2035 2050

Annual % target/

base year

Scope 1 GHG emissions

(1)(9)

Gross Scope 1 GHG emissions

(tCO

-e)

643,000

(2)

748,000 725,000

No target

set

50%

reduction

(3)

Net

Zero

No target

set

Percentage of Scope 1 GHG

emissions from regulated

emission trading schemes

(ETS) (%)

(4)

No activities

within ETS

boundaries in

base year

0.8 1.6 – – – –

Scope 2 GHG emissions (tCO

-e)

(5)(9)

Gross location-based Scope 2

GHG emissions

Not included in

the base year

4,440 5,380

(6)

– – ––

Gross market-based Scope 2

GHG emissions

6,950 1,480 208

(7)

No target

set

50%

reduction

(3)

Net

Zero

–

Scope 3 GHG emissions (tCO

-e)

(8)(9)

Total gross indirect (Scope 3) 22,700 56,000 55,400

No target set for Scope 3.

For more details, see page 92.

Category 6. Business travel 22,700 56,000 55,400

Total GHG Emissions (tCO

-e)

(9)

Total GHG emissions

(location-based)

Not calculated 809,000 786,000 – – – –

Total GHG emissions

(market-based)

673,000 806,000 780,500 – – – –

1. The Scope 1 inventory covers material direct GHG emissions from the activity of Subsea7’s owned assets, and leased assets under Subsea7’s

financial control for a period of 12 months or more. These assets include Subsea7’s vessels and onshore facilities. The reported GHG emissions are

from combustion of fuels only. It is to be noted that Subsea7 included Scope 1 GHG emissions from onshore fuel consumption in this Scope 1 GHG

emissions inventory disclosure from 2024 only. The contributions to the 2025 Scope 1 GHG emissions inventory are as follows:

• GHG emissions inventory from Scope 1 fleet of vessels: 714,611 tCO

-e. This is actual estimated figures. The figure reported in Table 2-10 is

rounded to three significant figures per footnote 9.

• GHG emissions inventory from onshore fuel consumption: 10,389 tCO

-e. This is actual estimated figures. The figure reported in Table 2-10 is

rounded to three significant figures per footnote 9.

2. The 2018 base year Scope 1 GHG inventory has been adjusted in accordance with Subsea7’s adjustment policy and threshold to produce the

baseline for 2025. The adjustment is based on comparison of the size and composition of the base year fleet versus the reporting year fleet

andconsideration of the threshold for re-baselining.

3. 50% reduction in net annual absolute GHG emissions compared to the adjusted absolute baseline GHG emissions inventory.

4. The GHG emissions inventory stated to be within the scope of the EU Emissions Trading System (ETS) for 2025 includes only the relevant GHG

emissions from the Subsea7 assets that are within the boundaries of the scheme in 2025, and that are subject to surrender of allowances. This

inventory is calculated based on the consideration of vessel journeys, the phase-in mechanism and inclusion of CO

only within that scheme for those

assets in 2025.

5. The Scope 2 GHG emissions inventory includes indirect emissions from energy purchased and consumed by Subsea7 calculated using both

location-based and market-based methods. Location-based emissions are derived from average emission factors for the electricity grids supplying

the Group’s offices, fabrication yards, spoolbases and vessels while using shore power, as well as energy consumed for heating, steam and cooling.

Purchased electricity for use by the fleet as shore power while docked has been included for the first time in 2025.

6. Location-based GHG emissions comprise 5,380 tCO

-e from purchased electricity and 208 tCO

-e from heating, steam and cooling. The figure

reported in Table 2-10 is rounded to three significant figures per footnote 9.

7. Market-based emissions include purchased electricity through contractual instruments such as bundled and unbundled Energy Attribute Certificates

(EACs) and green tariffs, supported by renewable energy certificates (RECs) including Guarantees of Origin. In 2025, 100% of Subsea7’s purchased

electricity consumption was covered by such instruments. The coverage provided relates to 2025 energy consumption however the contractual

agreement takes place in early 2026, as full-year data is needed to determine the required volume. For the market-based emissions from other

indirect purchased energy from heating, steam and cooling, the national average emission factor is applied.

8. The reported Scope 3 GHG emissions only covers Category 6 for business air travel.

9. Our reporting on GHG emissions is based on tonnes of carbon dioxide equivalent (tCO

-e), a standard unit used to compare and account for

emissions from various GHGs based on their global warming potential. The emissions conversion factors to calculate tCO

-e are described in

Subsea7’s Corporate GHG emissions accounting and reporting policy. The process for estimating GHG emissions inventories uses the appropriate

level of decimal places. The total annual absolute inventories for each Scope and category are then rounded to three significant figures for disclosure.

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

GHG intensity based on net revenue

Subsea7’s GHG emissions intensity per unit of net revenue is presented in Table 2-11.

Table 2-11 – GHG intensity based on net revenue

GHG intensity based on net revenue for the year Unit 2025 2024

Total GHG emissions (location-based) tCO

-e 786,000

(1)

809,000

(1)

Total GHG emissions (market-based) tCO

-e 781,000

(2)

806,000

(2)

Net revenue used to calculate GHG intensity $ millions 7,086 6,837

Total GHG emissions (location-based) per net revenue tCO

-e /$ millions 111 118

Total GHG emissions (market-based) per net revenue tCO

-e /$ millions 110 118

1. Total GHG emissions (location-based) includes Scope 1, Scope 2 (location-based) and Scope 3 GHG emissions associated with business air travel

only (Category 6 Scope 3);

2. Total GHG emissions (market-based) includes Scope 1, Scope 2 (market-based) and Scope 3 GHG emissions associated with business air travel only

(Category 6 Scope 3).

GHG removals and GHG mitigation projects financed through carbon credits (ESRS E1-7)

In 2025, Subsea7 purchased voluntary carbon credits to address its residual market-based Scope 2 emissions, as reported

inTable 2-10. A total of 1,100 voluntary carbon credits were acquired and cancelled during the reporting year. This volume

isin excess of Subsea7’s final calculated residual emissions of 208 tCO

-e under the Scope 2 market-based approach.

Thecredits were sourced from a blended portfolio of reduction and removal-type projects, which Subsea7 has accessed

through the voluntary carbon market, and which meet recognised third-party verification standards. All credits purchased,

including the surplus, were cancelled within the same reporting year.

Table 2-12 – Carbon credits cancelled in the reporting year

 Unit 2025 Value

Total

Share from reduction projects %91

Share from removal projects

(1)

Share under Gold Standard %91

Share under Carbon Standards International % 9

Share issued from projects in the EU % 0

Share that qualifies as a corresponding adjustment under Article. 6 of the Paris

Agreement.

1. The project is categorised as a technological carbon sink due to its longer-term storage achieved through technological process, however, the

carbon originates from biogenic material.

Internal carbon pricing (ESRS E1-8)

Subsea7 has not adopted internal carbon pricing schemes.

Potential financial effects from material physical and transition risks and potential climate-related

opportunities (ESRS E1-9)

Subsea7 has taken the option to omit the information prescribed in ESRS disclosure E1-9 for 2025 under the “quick fix”

Delegated Regulation of 11.7.2025 amending Delegated Regulation (EU) 2023/2772, explanatory memorandum section 3.

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

SOCIAL DISCLOSURES

ESRS S1 – Own workforce

General Disclosures

Interests and views of stakeholders

(ESRS 2 SBM-2)

Engaging with its workforce allows Subsea7 to effectively

align its priorities and strategic direction. This engagement

is done through surveys, regular performance reviews,

regular newsletters and communication sessions, such

astown halls. These engagements are conducted by

leadership teams as well as by direct line managers. This is

carried out in addition to consultation with internal experts

on sustainability-related Impacts Risks and Opportunities

(or IROs), human resource (HR) teams and platforms

supporting the workforce’s needs, and providing relevant

learning and development opportunities.

In addition, Subsea7 has a confidential external reporting

line (Safecall), which the workforce can use, if they believe

the Group’s Code of Conduct has been breached, including

any human rights violations. More details can be found in

‘ESRS G1’ section on pages 115 to 121. There are also global

and local grievance procedures that can be used to raise

grievances about individual unfair treatment.

Table 3-1 – IROs in relation to the Group’s own workforce

Boundary in value chain Time horizon

Upstream

Own

operation Downstream Short Medium Long

Labour practices and human rights I/R/O

Subsea7’s own workforce subject to slavery, human

trafficking and other types of forced or involuntary

labour (e.g. debt bondage and withholding of

passports, unlawful deduction of wages, and

lackoffreedom to accept or decline work)

Potential

Impact (-)

Penalties, convictions, debarment and damage

tothe Group’s reputation due to human rights

violations and unacceptable labour practices

affecting our own workforce

Risk

Health and safety of workers

Subsea7’s own workforce subject to work-related

illness, injury or harm associated with operations,

harsh or unfamiliar environments

Potential

Impact (-)

Exposure to security breaches, illness, injury or

harm associated with transit routes and/or the

location of work

Potential

Impact (-)

Financial or operational consequences due to

work-related illness, injury or harm associated

withoperations, harsh or unfamiliar environments

Risk

Diversity and inclusion

Developing a diverse and inclusive environment

resulting in better creativity and innovation

Opportunity

Recruiting and advancing women and under-

represented groups

Potential

Impact (+)

Talent attraction, development

andretention

Failing to attract/retain talent due to societal

preferences, particularly in the younger

demographic, for opportunities in energy transition

rather than oil and gas

Risk

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

Material impacts, risks, opportunities and their

interaction with strategy and business model

(ESRS 2 SBM-3)

Table 3-1 summarises the material impacts, risks and

opportunities in relation to the Group’s own workforce,

identified through the double materiality assessment (DMA).

For more details refer to ‘Materiality assessment’ section

(ESRS 2 – IRO-1) on page 79.

Own workforce includes all employees and non-employees

(the definition of this can be found in the Characteristics of

non-employee workers in the undertaking’s own workforce

S1-7’ section on page 108). All policies and processes cover

this population, unless otherwise stated. Subsea7 describes

how its material IROs interact with its strategy in section

‘Sustainability in our strategy, business model and value

chain’ on page 75. The negative impacts presented in Table

3-1 cover the Group’s own workforce. The activities and

actions leading to the positive impact are presented in

‘Diversity and inclusion’ section on page 104. Subsea7 did

not identify any material negative impacts for its workforce

as a result of the transition to a greener economy, however

there is a risk of failing to attract and retain suitably skilled

and capable personnel across all business units at a time

when societal preferences, particularly in the younger

demographic, are towards opportunities in energy transition

rather than oil and gas.

Impacts, risks and opportunities

management

In this and subsequent sections, the disclosures on

Subsea7’s own workforce will be presented, split into the

following four topics:

• Labour practices and human rights

• Health and safety

• Diversity and inclusion

• Talent attraction, development and retention.

Each topic is discussed independently, ensuring that all

relevant ESRS requirements are met. While Subsea7 does

not quantify the resources allocated to manage each

material impact, the implementation of each policy is the

responsibility of the functional director, with overall

accountability to the Executive Management Team.

Labour practices and human rights

Labour practices and human rights approach

and policies (ESRS S1-1)

Respecting human rights and managing the human rights

impacts of operations is how Subsea7 lives its Values and is

fundamental to how the Group conducts business. Putting

in place fair and lawful employment practices and providing

a working environment in which no one is abused or exploited

by Subsea7, or anyone the Group works with, makes for a

stronger and more reliable business capable ofattracting

and retaining talented people, and with which clients and

suppliers want to partner globally.

Human rights risks and potential impacts in the sector in

which the Group operates can be significant, due to the

type of work Subsea7’s workforce and suppliers perform

and the potential involvement of vulnerable, migrant workers

from countries with lower human rights protections.

Subsea7’s objective is to ensure it has identified and

assessed the risks and taken necessary steps to mitigate

and guard against them. In accordance with a risk-based

approach, management has identified child labour, slavery

and trafficking, and other forms of forced or involuntary

labour as the most salient human rights risks that could

have the most egregious impact. These are the labour-

related human rights risks Subsea7 is focused on managing

as a clear priority. Corruption, safety and security risks, and

environmental impacts are also recognised as key aspects

of the Group’s human rights obligations and are addressed

elsewhere in this report, where required or appropriate.

The Subsea7 Human Rights Policy Statement recognises

the Group’s responsibility and commitment to act in a

socially responsible manner, comply with applicable laws,

respect human rights and avoid complicity in human rights

abuses. The Group’s Human Rights Programme is designed

in accordance with appropriate principles and best practice,

including the UN Guiding Principles on Business and Human

Rights. In addition, the Group’s Human Rights Programme

isguided by international human rights principles encompassed

in the International Bill of Human Rights and the International

Labour Organization’s (ILO) Declaration on Fundamental

Principles and Rights of Work. By acting in this way,

Subsea7 aims to gain and retain the trust of its clients,

workforce, business partners, suppliers and other stakeholders.

There is also a commitment to work with suppliers and

partners whose human rights standards are consistent

withthose of the Group.

The Group’s Code of Conduct is applicable to all who work

for and on behalf of Subsea7 globally, including employees

and non-employees. It sets out the key principles that the

Group is committed to upholding, and which line management

is responsible for communicating and implementing. More

details and guidance on, commitments in relation to human

rights and labour practices can be found in it.

The Group’s Human Rights Policy Statement and Code

ofConduct have been adopted by the Group’s Board of

Directors and are regularly reviewed and updated.

Subsea7’s Human Rights Programme

Subsea7’s Human Rights Programme is underpinned by the

Group’s Human Rights Policy Statement and Code of

Conduct. The programme is designed to:

• Embed the Human Rights Policy Statement and the

relevant aspects of the Code of Conduct

• Identify and manage human rights risks across Subsea7’s

own operations and within its supply chain, with a

particular emphasis on the risks with the most egregious

impacts, namely child labour, slavery and trafficking, and

other forms of forced or involuntary labour

• Give effect to the Group’s commitments under the UN

Global Compact and the ILO Standards in relation to

childlabour

• Address existing and emerging stakeholder and

regulatory expectations and requirements, such as the

UK Modern Slavery Act, the Norwegian Transparency

Actand applicable EU diligence laws.

Many of the specific elements of the programme are

described in relevant sections of the Sustainability

Statements. The Group’s complete Human Rights

Programme can be viewed on Subsea7.com.

Subsea 7 S.A. | Annual Report 2025

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Processes for engaging with own workers and

workers’ representatives about impacts

(ESRSS1-2)

Subsea7 conducts an employee survey at a minimum once

per year, where we ask workforce for their views. The

survey, which is managed by the Group’s HR function,

covers questions on engagement, diversity and inclusion,

health and wellbeing and the Subsea7’s Values. Subsea7

has the ability through the survey platform to view the

results against the different demographics of the

workforce, allowing management to understand strengths

and future improvements. Line managers get individual

dashboards with their results, with suggested actions for

areas of improvement. The responses at the regional,

onshore (office-based) and offshore (worksites or vessel-

based) level are assessed to ensure the Group’s ambitions

are focused correctly to improve the workplace.

There is regular communication with our people. This is

done in a variety of ways such as weekly global emails,

townhalls, open Q&A directly with the Executive

Management Team, as well as regional and local office

village halls and celebration days.

Subsea7 continued to deploy the Worksite Sponsor

Programme, (refer to ‘Health and safety’ section

onpage101 for more details). We provide more information

to our people via the intranet or the Subsea7 application.

Processes to remediate negative impacts and

channels for own workers to raise concerns

(ESRS S1-3)

Subsea7’s Human Rights Programme includes a well-

established Speak Up Policy and confidential channel for

people to report serious breaches of its Code of Conduct.

For more details, refer to ‘Whistleblowing channels and

culture’ section on page 120. In addition, the Group has local

grievance policies and mechanisms, in line with its Global

Grievance Procedure and local legislation. These provide

afair and effective procedure for resolving individual

grievances on matters such as working practices, health

and safety, fair treatment, or terms and conditions of

employment. The Speak Up Policy, which is summarised

inthe Group’s Code of Conduct, offers various channels for

raising concerns, including an externally administered and

monitored confidential reporting line (Safecall), which is

promoted within Subsea7. This provides ways for our

people to report confidentially and, where local law allows,

anonymously. Anyone who becomes aware of a possible

breach of the Code of Conduct or has concerns in respect

of unethical conduct, including human rights violations,

isencouraged to utilise one of these reporting channels.

Subsea7 takes proactive steps to ensure that its own

workforce is aware of and reminded about the ways they

can raise concerns, which include:

• Annual compliance and ethics training, in which we

include specific scenarios relevant to human rights and

business ethics, as well as the ways to raise concerns

• Annual Global Integrity Day – at Subsea7 we set aside

one day per year, where across the Group we stop and

discuss what integrity means to us and how our people

are supported in raising concerns

• Ongoing communications and updates through

newsletters, intranet pages and Integrity Moments.

All allegations of human rights breaches received via

Safecall or internal channels are reported to the Group’s

Chief Ethics and Compliance Officer (CECO), who records

them in a case management system and oversees their

investigation by appropriately independent managers,

inaccordance with the Group Compliance and Ethics

Investigations Principles and Procedure.

Figure 3-1 – A visual representation of the Group’s Human Rights Programme

Subsea 7 S.A. | Annual Report 2025

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

If Subsea7 receives reports of concerns regarding slavery

or human trafficking in its operations or its supply chain,

weundertake an urgent, thorough investigation into the

concerns under the supervision of the CECO and,

potentially, the Ethics Committee. If the investigation

confirms the concerns, we put in place robust action

plansto address the issue and protect the victims.

Subsea7 uses its case management system to track

SpeakUp and other human rights cases and investigation

metrics, such as the number of reports received, the types

ofmisconduct alleged or suspected, and remedial

measurestaken. We use such metrics to assess areas

forimprovement in our programme, and we report them

tothe Ethics Committee and the Corporate Governance,

Nominations and Risk Committee. Feedback is offered to

the individual(s) who raised the concern, and any gaps and

remedial actions identified (e.g. training, communication,

policy revision or control enhancements) are captured in

the case management system and implemented at a local

level, unless they are best addressed at a Group level.

Refer to section ‘Whistleblowing channels and culture’

onpage 120 for more detail.

Actions relating to labour practices and

humanrights (S1-4)

Subsea7 is a signatory to the UN Global Compact and is

aligned with its commitment to respect and protect human

rights (Principles 1 and 2) and to fair and lawful employment

practices across the Group and throughout its supply chain

(Principles 3, 4, 5 and 6). The Group also supports the ILOs

Standards regarding child labour and minimum working age.

Subsea7 has established ambitions to enhance its

management of this material topic, namely:

• Ensuring broad understanding of Subsea7’s expectations

and commitments to the principles of the UN Global Compact

• Applying the principles of the UN Global Compact

withinSubsea7 and actively monitoring compliance

• Working with the Group’s suppliers and partners to

ensure that the principles of the UN Global Compact

areapplied across the value chain.

The Board of Directors and the Ethics Committee play

acritical role in overseeing the Group’s approach to

humanrights and ensuring processes are consistent with

international regulatory expectations and standards. Since

2023, a Board member with expertise on labour practices

and human rights has been nominated, strengthening the

Board’s oversight.

The Group’s assessment of human rights risks within its

own operations is conducted for every country in which the

Group operates, and on entry into a new, high-risk country.

The risk assessment enables management to identify where

the Group may face risks; and where there may be gaps in

the Group’s own policies and procedures.

The Group has published its Global Human Rights

Procedure, which underpins the Group’s Human Rights

Policy Statement. The procedure provides guidance on how

to address any policy and procedure gaps identified via the

Group’s risk assessment process, and thus better manage

the most egregious, potential human rights impacts. It

alsoprovides guidance on how the Human Rights Policy

Statement is implemented across the Group’s operations

and its supply chain, the role of the various associated

procedures, and where they can be found.

In 2025 the Group’s Human Rights Programme has

continued to mature to be able to effectively support

thedelivery of the Group’s business objectives. For more

detailson how the programme applies to Value Chain

Workers (or VCWs), refer to section ‘Policies related to

value chain workers’ on page 109.

Subsea7 continues to provide training and raise awareness

among the key leadership and functional roles that need

tobe able to help identify and manage human rights risks.

During the year ended 31 December 2025, 411 employees

inat-risk roles participated in formal human rights training.

This included completing the updated e-learning module

released in September 2025, as well as, for some regional

supply chain and human resources teams, attending

face-to-face training sessions. These trainings ranged

froma dedicated one-hour session led by the Group

HumanRights Manager to shorter refresher briefings

duringmonthly regional meetings. Subsea7 continues to

raise awareness about its Speak Up Policy and channels

toraise concerns, in order to encourage people to speak

up, and has also refreshed and increased visibility of

mechanisms for people to raise grievances via local

andglobal HRprocesses.

Our network of human rights champions is growing, and

they have become focal points for project tenders, requests

for information and supporting local actions in our offices.

Amonthly call is conducted with the network, where the

champions share good practice across the regions, and any

updates to the Human Rights Programme are discussed.

Subsea7 continued engagement with Building Responsibly,

an industry workgroup for construction and engineering

firms and the energy sector, focused on human rights,

worker welfare and labour practices. In 2025, Building

Responsibly remained focused on fair recruitment practices

and established a new workstream examining the human

rights risks further down the complex supply chain for major

construction projects.

The Group’s Human Rights Programme will continue to be

embedded across both our operations and our supply chain

to ensure we manage the identified human rights risks.

Further information on specific actions taken and progress

made in 2025 related to managing human rights matters

across the supply chain are described in section ‘Taking

action on material impacts on value chain workers, and

approaches to mitigating material risks and pursuing

material opportunities related to value chain workers, and

effectiveness of those actions (ESRS S2-4) on page 112.

Subsea 7 S.A. | Annual Report 2025

100

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Training to identify and manage human

rightsrisks

Subsea7 conducts human rights training for a selection of

its workforce to ensure that they understand and uphold

the Group’s commitment to labour practices and human

rights. The selection of personnel for this training is based

on their position within the Group and their role in the

Human Rights Programme, which involves identifying

andmanaging human rights risks. This includes:

• Regional leadership teams (Senior Vice Presidents,

VicePresidents and Directors) regardless of their function

• Relevant HR managers and HR personnel, including the

recruitment function

• Supply Chain Management (SCM) managers and screening

personnel involved in setting up and managing new suppliers

• Legal and compliance personnel

• Country management teams

• Any other corporate or functional personnel nominated

by management, for example security personnel.

The CECO oversees human rights training and ensures it is

reviewed and refreshed annually. In 2025 a new e-learning

module was created and rolled out to over 400 employees

selected in accordance with the above criteria. The training

used material from international best practice in

combination with interviews and advice from a range of

human rights champions across the business.

Metrics and targets

Due to the sensitive nature of workforce data, no

estimations have been used in the following disclosures.

Where data is currently unavailable it has been noted next

to the relevant disclosure point, identifying which part of the

Group is excluded. This may include individual subsidiaries

or the dataset as a whole.

Targets related to managing material impacts,

advancing positive impacts, as well as to risks

and opportunities (ESRSS1-5)

Metrics and targets (labour practices and

humanrights)

Percentage of target audience completing human rights

training: 100%

Adequate wages (S1-10)

Subsea7 is committed to fair employment practices across

the Group and throughout our supply chain. These include,

as a minimum, complying with national legal requirements

regarding wages and working hours.

Compensation indicators (pay gap and total

compensation) (S1-16)

This data is not calculated at Group level.

Incidents, complaints and severe human rights

impacts (S1-17)

The Group tracks cases of potential human rights violations,

whether raised via our confidential reporting line (Safecall)

or reported to, or detected by, local management. All such

cases are investigated in accordance with the Group

Compliance and Ethics Investigations Procedure and, if

allegations or suspicions are substantiated, appropriate

sanctions and other remedial steps are applied or taken.

Graph 3-1 Incidents, complaints and severe human rights

registered and investigated during the year ended

31 December 2025.

1. The total number of cases increased from 22 in 2024 to 31, partly

because in 2025, for the first time, we captured cases raised via thenew

grievance tracker (which excludes Xodus, 4Subsea and Sonamet) and

Sonamet’s Safecall reporting line. We actively encourage people to

speak up, including via the annual Compliance and Ethics e-Learning

and the Global Integrity Day. Speaking up was also promoted in the 7Ally

training, which could also have contributed to the increase in the number

of cases. We expect to see the number going up year on year.

2. Of the 14 cases that were substantiated, the sanctions and remedial

steps that were applied included: three dismissals, three written

warnings and four oral warnings. There were no fines, penalties or

compensation for damages relating to these cases. The human rights

case was substantiated in early 2026. It is included for completeness

but does not constitute a severe human rights impact case.

3. As far as we are aware, no complaints were filed to National Contact

Points for OECD Multinational Enterprises.

Health and safety

Health and Safety approach and policies (S1-1)

Subsea7’s workplaces are potentially hazardous, particularly

when working offshore in harsh and remote environments.

The Group’s overall objective is to provide a safe and healthy

workplace for all, worldwide. The safety of our workforce is

at the heart of what we do. We are committed to an incident-

and injury-free workplace every day, everywhere and our

policies are reviewed to seek to improve safety performance.

People working on Subsea7’s sites anywhere in the world are

provided with the same level of protection.

2024 2025

444

Human

Rights

Discrimination

Number of cases

Sexual

Harassement

Other

bullying and

harassment

Equal

opportunities

and diversity

2024 2025

22 22

Number of cases

Human

Rights

Discrimination Sexual

Harassement

Other

bullying and

harassment

Equal

opportunities

and diversity

Graph 3-2– Incidents, complaints and severe human rights

impacts during the year ended 31 December 2025.

Substantiated cases

Total cases

Subsea 7 S.A. | Annual Report 2025

101

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

The UN Global Compact recognises the importance of

health, safety, and wellbeing through a number of its

Sustainable Development Goals. Subsea7 supports these

goals and ensures we create, maintain, and promote a safe,

secure, and healthy work environment.

Subsea7 has established a policy for Health, Safety, Security,

Environment and Quality (HSSEQ) setting the standards for

how Subsea7 commits to achieving an incident-free

workplace, delivering projects and services on time, within

budget, and to the required standards to create sustainable

value for shareholders, partners and the communities where

the Group operates. This policy applies to all of Subsea7 and

is overseen by the Executive Management Team, which is led

by the Group’s Chief Executive Officer.

There is a robust Business Management System (BMS)

inplace that supports fostering a culture that promotes

health and safety.

Subsea7’s BMS underpins the way health and safety is

managed. The Group’s line managers are responsible for

implementation and compliance with the system and ensuring

that all employees and non-employees are aware of their

responsibilities. The Group utilises Synergi (a platform

licensed by DNV-GL) as its incident management system.

Synergi is an integral part of Subsea7’s tools which provides

extensive functionality to record, capture trends, and use

observations to learn from events across the Group. All

incidents and near misses are recorded in detail and level

ofinvestigation is dependent in the actual or potential

seriousness of the event. The Health, Safety and

Environmental (HSE) Incident & Near Miss Case Management

Procedure in the Group’s BMS details the full-life cycle

process for case management of HSE incidents and near

misses in Subsea7. The document provides guidance on the

classification and recording of all incidents and near misses

and applies globally to all Subsea7 controlled vessels, sites,

and offices within its operational boundary.

Subsea7 measures activities against its internal standards

and processes as well as regulatory and legislative

requirements. Subsea7 applies the philosophy and concepts

of Human and Organisational Performance (HOP), which

facilitates how we learn, not only from HSE incidents and

near misses, but also from normal work we do at Subsea7.

Subsea7 has continued to introduce tools based on our

HOPphilosophy. The Uncomfortable Gauge is a visual

toolthat helps teams recognise and discuss feelings of

uncertainty or concern about task’s safety or success.

Itencourages open conversations to identify additional

controls, pause work if conditions change, and is intended

asgood practice rather than a formal or recorded process.

Additionally, Subsea7 has updated our HSSEQ Card to

include both our Observations and Intervention cards and

our‘Useful Questions’ that help teams reflect and improve

safety practices. In collaboration with Google, the Group

isinthe process of implementing artificial intelligence (AI)

functionality to analyse data from these cards so we can

learn from normal work and continuously enhance performance.

Processes for engaging with own workers

andworkers’ representatives about impacts

(ESRS S1-2)

Please refer to section ‘Processes for engaging with own

workers and workers’ representatives about impacts (ESRS

S1-2)’ on page 99.

Actions related to health and safety (S1-4)

Subsea7 continued to deploy the Worksite Sponsor

Programme across its vessels and onshore work sites. This

involves a two-way communication between operations and

senior management, to enable a focused level of support

and discussion around safety-related performance,

incidents and potential issues.

There has been an increased level of assessment within our

supply chain to support improved performance. This

included close collaboration with multiple suppliers via

several safety meetings to better understand the common

challenges our suppliers are facing. By engaging with

suppliers, Subsea7 was able to identify potential areas of

improvement to support the overall quality of delivery to

better achieve predictable performance.

Supported by teams across the Group, focus remained on

upholding our ‘work safe, home safe’ commitment. This

long-standing commitment captures our responsibility to

everyone working on, or connected with, a Subsea7 site where,

as a priority, a safe environment for those involved or affected

by our activities is ensured, where everyone participates and is

empowered to stop the job if they feel it is unsafe.

Subsea7 continues to hold the Leading Safety Programme

sessions, based on the feedback from Offshore Management

Teams (OMT), which confirmed that the skills being learnt

init were having a favourable impact on the application in

addition to use of our safety tools such as toolbox talks

andpre-task briefings. This encouraged the Group to

maintain and deliver our safety leadership training to

relevantemployees in order to underpin our safety culture

andperformance. The training focused on developing and

inspiring leaders to encourage a positive safety environment

where HOP principles develop.

Targets related to managing material impacts,

advancing positive impacts, as well as to risks

and opportunities (ESRS S1-5)

Metrics and targets (HSE)

• Lost time injury (LTI) frequency target: <0.03 per

200,000 working hours

• Total recordable cases (TRC) frequency target: <0.18 per

200,000 working hours

• Serious injury potential frequency: <0.10 per 200,000

working hours

• Serious injury actual frequency: 0 per 200,000 working hours

• Observation frequency: 500 per 200,000 working hours

• Intervention frequency: 100 per 200,000 working hours

Health and safety targets are set by Senior Management at

the start of each year, following a full review of the previous

year’s health and safety performance. Health and safety

targets are tracked through Synergi, the Group’s incident

management platform, and discussed at the monthly

General Management Team meetings.

Analysis is performed on the metrics and targets in order

toidentify any trending, which then shapes future HSE

improvement initiatives.

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GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Diversity and inclusion

Diversity and inclusion approach and policies

(S1-1)

The Group’s workforce includes more than 100 nationalities,

and individual differences are viewed as a strength.

Embracing diversity in the workplace helps maintain access

to, and supports, a diverse pipeline of talent. At Subsea7, it

is recognised that an inclusive and diverse environment not

only fosters creativity and innovation but also improves

decision-making through new ways of thinking.

As the energy industry continues to evolve, Subsea7 needs

to build new skills and develop global perspectives to make

the energy transition possible. Creating, maintaining and

promoting an inclusive work environment where

differencesare embraced, and everyone is treated

equitably is important for our workforce to thrive and

bemotivated tosupport the sustainable delivery of the

offshore energy transition solutions the world needs.

Health and safety (S1-14)

Table 3-2 – Health and safety metrics

(1)

Metric

2025

2024

Percentage of people in the Group’s own workforce who are covered by health and safety

management system based on legal requirements and (or) recognised standards or guidelines

100% 100%

Number of fatalities in own workforce as result of work-related injuries and work-related ill health 0 0

Number of fatalities as result of work-related injuries and work-related ill health of other workers

working on Subsea7’s sites

(3)

n/a n/a

Number of recordable work-related accidents for own workforce 37 43

Rate of recordable work-related accidents for own workforce (rate per 1 million hours worked)

(2)

1.15 1.34

Number of cases of recordable work-related ill health of employees 6 9

Number of days lost to work-related injuries and fatalities from work-related accidents, work-related

ill health and fatalities from ill health related to employees

(5)

688 378

Number of cases of recordable work-related ill health of non-employees

(3)

n/a n/a

Number of days lost to work-related injuries and fatalities from work-related accidents, work-related

ill health and fatalities from ill health related to non-employees

(3)

n/a n/a

Percentage of own workforce who are covered by health and safety management system based

onlegal requirements and (or) recognised standards or guidelines and which has been internally

audited and (or) audited or certified by an external party

(4)

100% 100%

Number of fatalities in own workforce as result of work-related injuries 0 0

Number of fatalities in own workforce as result of work-related ill health 0 0

Number of fatalities as a result of work-related injuries of other workers working on Subsea7’s sites 0 0

Number of fatalities as a result of work-related ill health of other workers working on Subsea7’ssites 0 0

Number of cases of recordable work-related ill health detected among former own workforce 100% 100%

1. Excludes data associated with the following subsidiaries Xodus, 4Subsea, Sonamet and Heavy Transportation Vessels business of Seaway7.

Data is excluded due to differences in IT systems and in the categorisation of reported data points.

2. Subsea7 records total hours worked for all personnel on site. The total hours worked includes own workforce and subcontractors.

3. Subsea7 does not distinguish between employees and non-employees when compiling health and safety metrics.

4. Subsea7 is ISO 45001 compliant and is certified by DNV.

5. In 2025, although the total number of recordable work-related accidents decreased, the number of lost days increased. The Group launched a

campaign aimed at reducing the occurrence of potential serious injuries, in addition to a specific Hand and Finger injury campaign. The work to

prevent serious injuries included conducting analyses of all near misses and incidents over the last 3 years to understand in more details our

company specific risks, as well as reviewing industry best safety practices. The result of this work concluded in strengthening the risk management

process, improving consistency in the investigation process and decluttering of safety messaging.

Following the launch of the Subsea7 Diversity & Inclusion (D&I)

Framework in 2022, we continue to focus on our four pillars:

• Inclusive culture

• Gender balance

• Nationality balance

• Recruitment pipeline.

Subsea7 recognises that D&I ambitions can be achieved

byestablishing a clear agenda that is implemented and

enforced by systematic management actions. The Executive

Management Team and the Corporate Human Resources

Team are responsible for developing the overarching Group

ambitions and global approaches. This isdone collaboratively

with input from our senior leaders in each of our regions.

Each region then sets out its plans to meet the ambitions

within its business.

Subsea7’s commitment to equal opportunities and diversity

involves promoting equality of opportunity and addressing

unfair discrimination in every aspect of its operations – in

governance, management systems, operational activities

and within the workforce.

Subsea 7 S.A. | Annual Report 2025

103

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

ouroffshore crews, has resulted in offshore permanent

female hires increasing from 8% in 2023, to 12% in 2024,

and now up to 20% in 2025.

Also, in 2025, Subsea7 launched Reverse Mentoring

Programme for senior leaders. This programme exposed

our leaders to new perspectives and experiences of

employees from diverse backgrounds, all in a safe space

forlearning and curiosity.

There has been a continued focus on increasing women

inleadership positions with targeted development of our

topfemale talent both onshore and offshore by ensuring

robust representation on all our development and conversion

programmes. Our efforts continue in gender-balanced early

careers positions in both graduates and cadets. Our 2025

graduate class included 172 people, representing 20

different countries, with 40% being female.

In 2025, we completed our onshore Talent Review process

in SuccessFactors (Human Resources IT system), allowing

greater data integrity and tracking moving forward.

We continue to encourage the internal advertising of

seniorpositions, giving all our people equal opportunity

tocommunicate their ambitions and capabilities.

Throughout 2025, we continued to build diversity and

inclusion awareness through our Festival of Learning,

events and worldwide celebrations, including International

Women’s Day, World Day for Cultural Diversity and

International Day of the Seafarer.

We continued our diversity and inclusion focused

partnership with external parties:

• POWERful Women, a professional initiative to create a

gender-balanced, diverse and inclusive UK energy sector

• WISTA International, a networking organisation

whosemission is to attract and support women, at

themanagement level, in the maritime, trading and

logistics sectors

• UK Armed Forces Covenant, which supports service

leavers’ transition from military life to civilian employment

in a way that recognises their compatible and

transferable skills to Subsea7.

Targets related to managing material impacts,

advancing positive impacts, as well as to risks

and opportunities (ESRS S1-5)

Metrics and targets (D&I)

The Board’s objective is to have at least 33% female

representation on the Board.

Subsea7’s objective is for onshore leadership, as defined

bythe Group’s job architecture structure, to be 25% female

by 2030.

Characteristics of the undertaking’s employees

(ESRS S1-6)

Subsea7’s reporting is based on headcount as at

31 December 2025; it is based on the actual number

ofemployees and non-employees and is not adjusted to

afull-time equivalent basis, two part-time roles are reported

as two individuals. Reference note 6 of financial statements

(Net operating income – employee benefits).

Headcount dropped in 2025 from 15,072 to 13,821. This

wasmostly driven by a reduction in Angola and in Singapore

based on the change in projects portfolio. Fluctuations were

seen across other countries in line with operational demands.

To support this, we have established an Equal Opportunities

& Diversity Policy where accountability of its implementation

lies with the Group’s Executive Vice President of Human

Resources (EVP HR).

This policy aims to promote:

• Inclusion, equality of opportunity and fairness of

treatment for all

• A workplace where people are treated with dignity

andrespect

• Active opposition to all forms of prejudice, discrimination

and harassment.

Valuing and promoting diversity is one of the core principles

of Subsea7’s Equal Opportunities and Diversity Policy,

which applies to all in the workforce.

This principle is supported by the Subsea7’s Global Bullying

and Harassment Policy, which outlines indicative behaviour

that would constitute harassment or bullying and remedies

to address such behaviour. This policy applies globally with

accountability for this policy being with the Group’s EVP HR.

The Group has established a Board Diversity Policy, the

purpose of which is to ensure that the Board of Directors

ofSubsea7 has an inclusive and diverse membership and,

as a whole, the Board has the skills, expertise and

experience to guide the business and strategy of the

Groupfor the benefit of its shareholders, having regard

tothe interests of all its stakeholders. The Board Diversity

Policy is only applicable to the Board but sits alongside

Subsea7’s Code of Conduct and associated global policies,

which set out Subsea7’s broader commitment to diversity

and inclusion.

Processes for engaging with own workers and

workers’ representatives about impacts

(ESRSS1-2)

Please refer to section ‘Processes for engaging with own

workers and workers’ representatives about impacts (ESRS

S1-2)’ on page 99.

Actions related to Diversity and inclusion (S1-4)

Subsea7’s leadership focus on diversity and inclusion

continues with strong engagement. The Executive

Management Team meets several times a year to set the

annual focus areas and review status to keep the agenda

on track. Regional VPs, the Group’s SVP Project & Offshore

Operations and HR Directors meet twice a year as a group

to discuss the direction and share learnings on how they

are translating the ambitions into actions.

In 2025, we exceeded our Board Diversity Policy objective

to have at least 33% female representation on the Board,

by appointing Lucia de Andrade as an Independent Director,

resulting in 43% female representation.

In order to promote positive behaviours in the workplace,

atraining programme 7Ally-Upstander continued enabling

our people to understand how they can address

inappropriate workplace behaviours as a bystander.

7Ally-Upstander supported an increase in employees

feeling confident or very confident as upstanders.

In 2025, the Group secured an exclusive partnership

withTurtle which is a maritime matchmaking technology

platform. Turtle connects maritime companies with

registered seafarers. Through our partnership we have

worked with Turtle to create social media content to

connect candidates to us. This partnership alongside

ourexisting efforts to attract and hire women to join

Subsea 7 S.A. | Annual Report 2025

104

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Table 3-3 – Employee headcount by gender

Gender

2025 – Number of employees

(headcount)

2024 – Number of employees

(headcount)

Male 10,930 12,148

Female 2,891 2,911

Other 00

Not reported 013

Total workforce

13,821 15,072

Graph 3-3 – Number of employees in countries with 50 or more employees

Table 3-4 – Employees by contract type, broken down by gender 2025

Metric for 2025

Female Male Other

Not Reported Total

Number of permanent employees 2,569 6,866 0 0 9,435

Number of temporary employees 204 1,276 0 0 1,480

Number of non-guaranteed hours employees 118 2,788 0 0 2,906

Number of full-time employees 2,682 10,831 0 0 13,513

Number of part-time employees 209 99 0 0 308

Table 3-5 – Employees by contract type, broken down by gender 2024

(1)

Metric for 2024 Female Male Other Not Reported Total

Number of permanent employees 2,313 6,530 0 2 8,845

Number of temporary employees 189 1,254 0 9 1,452

Number of non-guaranteed hours employees 92 2,979 0 2 3,073

Number of full-time employees 2,455 10,706 0 13 13,174

Number of part-time employees 139 57 0 0 196

1. 2024 data excluded headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus. These were included in the 2025

reported data.

Othe

USUKUAETurkeyTaiwanSingaporeSaudi ArabiaPortugalOffshoreNorwayNetherlandsMexicoMalaysiaGermanyFranceBrazilAustraliaAngola

2024 2025

Angola

Australia

Brazil

France

Germany

Malaysia

Mexico

7,000

6,000

5,000

3,000

4,000

2,000

1,000

Netherlands

Norway

Offshore

Portugal

Saudi Arabia

Singapore

Taiwan

Turkey

UAE

Other

Subsea 7 S.A. | Annual Report 2025

105

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

Table 3-6 – Employees by contract type, broken down by Country 2025

Metric for 2025

Angola

Australia

Brazil

France

Germany

Malaysia

Mexico

Netherlands

Norway

Offshore

Portugal

Saudi Arabia

Singapore

Taiwan

Turkey

UAE

Other

Number of permanent employees 117 165 982 608 66 265 70 288 842 2,538 114 63 69 60 76 174 2,264 571 103

Number of temporary employees 125 68 152 118 2 13 4 28 60 384 2 9 2 24 8 11 430 13 27

Number of non-guaranteed hours

employees

0 13 0 0 0 0 0 0 0 2,884 0 0 0 0 0 0 7 2 0

Number of full-time employees 242 237 1,129 707 61 278 74 284 876 5,799 115 72 71 84 84 184 2,507 580 129

Number of part-time employees 0 9 5 19 7 0 0 32 26 7 1 0 0 0 0 1 194 6 1

Table 3-7 – Employees by contract type, broken down by Country 2024

Metric for 2024

Angola

Australia

Brazil

France

Germany

Malaysia

Mexico

Netherlands

Norway

Offshore

Portugal

Saudi Arabia

Singapore

Taiwan

Turkey

UAE

Other

Number of permanent employees 37 99 945 598 69 277 64 267 709 2,603 107 49 169 70 60 144 1,943 542 93

Number of temporary employees 100 42 111 139 5 10 5 49 29 456 2 24 6 36 2 5 366 25 40

Number of non-guaranteed hours

employees

0 0 0 0 0 0 0 0 0 3,073 0 0 0 0 0 0 0 0 0

Number of full-time employees 137 140 1,055 723 66 287 69 282 727 6,131 109 73 174 106 62 149 2,190 562 132

Number of part-time employees 0 1 1 14 8 0 0 34 11 1 0 0 1 0 0 0 119 5 1

1. In 2024, data excluded headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus

Diversity indicators (ESRS S1-9)

Table 3-8 – Gender distribution at top management level, which includes the Executive Management Team and the

LeadershipGroup.

2025

2024

(2)

Group Number. (M/F) Percent (M/F)

Number. (M/F) Percent (M/F)

Leadership group 96/30 76/24 91/22 81/19

Executive Management Team 6/2 75/25 6/2 75/25

Total

102/32 76/24 97/24 80/20

1. Permanent onshore workforce only.

2. Excludes headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus.

Graph 3-4 – Distribution of employees by age group

0 10203040506070

Not reported (2024)

Not reported (2025)

>50 (2024)

>50 (2025)

30-50 (2024)

30-50 (2025)

<30 (2024)

<30 (2025)

Offshore, %

Onshore, %

11 12

103

Subsea 7 S.A. | Annual Report 2025

106

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Talent attraction, development and

retention (includes wellbeing)

Talent attraction, development and retention

approach and policies (S1-1)

Being7 is our employer brand and the backbone of our

culture. It’s what we offer our people, it’s what our people

bring to Subsea7 and it’s what it feels like to be part of the

team. At Subsea7 we offer a career people can be proud of,

an incredible journey and an environment where they can

thrive. The voice of our existing employees is used to tell

their Being7 story to attract new talents to Subsea7.

Subsea7 has a well-established range of learning and

development tools and programmes to help our people

grow their knowledge and abilities in different areas

ofthebusiness, including business and functional skills

frameworks, development programmes, and a variety of

learning content, designed to promote inclusive and equal

learning opportunities amongst our employees.

Subsea7’s onshore employees and offshore management

teams have an annual performance and development

discussion. This is held with their line manager to ensure

they have a clear understanding of the organisational

expectations of them as well as to ensure their

development and wellbeing needs are understood.

Foroffshore crews, excluding offshore management

teams,permanent and day-rate people complete an

annualappraisal that addresses their development, this

isdocumented in the Group’s offshore learning system.

Subsea7 has a robust wellbeing framework consisting of

Mind, Body, Connect and Thrive. Our teams have embraced

the importance of wellbeing across the Group and continue

to bring it to life through various activities including workshops,

training, questionnaires, conversations, group sessions and

sessions dedicated to key wellbeing topics.

Processes for engaging with own workers and

workers’ representatives about impacts

(ESRSS1-2)

Please refer to section ‘Processes for engaging with own

workers and workers representatives about impacts (ESRS

S1-2)’ on page 99.

Actions related to talent attraction, development

and retention (S1-4)

Being7 is supported through learning and development,

diversity and inclusion, and wellbeing strategies, including

aregular survey that enables us to track the impact of our

initiatives and actions and understand where we need

tofocus our efforts to continually improve Subsea7. As a

lagging indicator, employee turnover is analysed to understand

if there are trends and patterns that need to beaddressed.

Subsea7’s focus in investing in learning and development

in2025 continued with our global suite of development

packages. Delegates are nominated to each of programmes

from across the Group, those include Commercial Awareness,

Early High Potential Talent (Rise), Core Career Skills

(Elevate), Project Manager Diploma, Project Success

Programme, Global Graduate Programme, Management

Development Programme (onshore and offshore), Leading

Safety Programme, offshore conversion programmes and

our Offshore Cadet Programme.

At a local level, both onshore (office-based) and offshore

(worksites or vessel-based), our investment in learning and

development for individuals continued. During the first

quarter of each year, Subsea7 reinforces our learning and

development commitment and culture through individual

discussions on development and career aspirations as part

of the annual performance discussions.

In 2025, the Group launched the Career Profile tool in

SuccessFactors (Human Resources IT system). Through

completing the career profile, future career goals and

mobility preferences can be captured, along with details

ofachievements to date, skills, education, certifications

andlanguage proficiency. The information provided enables

richer conversations with managers around career and

development objectives during the Performance and

Development Review (or PDR) process and allows Subsea7

to better understand our people and their aspirations.

Subsea7 continues to encourage a culture of learning

through an annual Festival of Learning, which spanned

themonth of October 2025, with the theme was ‘Embrace

Agility’. We had record-breaking attendance of over 11,000

of our onshore and offshore people taking part in more than

70 sessions.

All employees have access to a confidential Employee

Assistance Programme (EAP) that provides support for

coping with life’s challenges including health and wellbeing,

financial problems, stress or anxiety and family issues. On

World Mental Health Day, Subsea7 had an external speaker,

Luke Ambler, talk about “Mental Resilience: Thriving through

Challenges”. Following the event, a wellbeing tip sheet was

published with reminders of the EAP service available.

The Group celebrates Being7 culture through nominating

colleagues, who inspired them, to Being7 Stars. Over 3,000

of our people received nominations. Those nominated were

advised in early December 2025, with an employee-driven

social media campaign celebrating their personal success.

Targets related to managing material impacts,

advancing positive impacts, as well as to risks

and opportunities (ESRS S1-5)

Metrics and targets (Talent attraction,

development and retention)

The Group did not adopt any targets related to Talent

attraction, development and retention.

Characteristics of the undertaking’s employees

(ESRS S1-6)

Subsea7’s reporting is based on headcount at 31 December

2025, it is based on the actual number of employees and

non-employees and is not adjusted to a full-time equivalent

basis, two part-time roles are reported as two individuals.

Table 3-9 – Attrition data

Employee Turnover Unit

2025

2024

(1)

Number of employees who have

left undertaking

number 947 897

Percentage of employee turnover % 9.9 9.6

1. In 2024, data excluded headcount associated with the following

subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus. In 2025 Xodus

and 4Subsea were included in the dataset.

2. Turnover includes permanent workforce only (for details on workforce

composition refer to section ‘Characteristics of the undertaking’s

employees (ESRS S1-6)’ on pages 104 to 106) and isbased on sum

ofleavers divided by rolling 12-month average headcount.

Subsea 7 S.A. | Annual Report 2025

107

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

Characteristics of non-employee workers in the

undertaking’s own workforce (ESRS S1-7)

The key characteristics of non-employee workers are those

that do not have a permanent contract of employment with

the Group and have a date on which their services will

terminate. These include contractors and agency workers.

The majority of Subsea7’s non-employees are offshore

workers who work on a non-guaranteed days basis or

viathird parties.

Collective bargaining coverage and social

dialogue (ESRS S1-8)

Collective bargaining

As stated in the Group’s Human Rights Policy, Subsea7

supports open and constructive dialogue with its employees

and, if applicable, their representatives. Our employees are

free to join organisations of their choosing that represent

them, in accordance with local laws.

A number of employees are covered by collective

agreements both through trade unions and works councils.

The extent of these agreements is dependent on country

and local agreements and can vary in detail from inclusion

of terms and conditions of employment through to the wider

employment environment.

The social relations with employees is managed at local

country level and, as such, Subsea7 does not hold data

onwho is covered by these agreements at the Group level.

Training and skills development indicators (S1-13)

Table 3-10 – Performance and career developmentreviews

2025

2024

Group Onshore

Offshore

Onshore Offshore

% workforce participated in a performance and career development

review

84 55

83 69

% by gender (M/F) 82 M/88 F 55 M/47 F 83 M/80 F 69 M/81 F

1. Permanent onshore workforce only.

2. 2024 excluded data associated with the following subsidiaries, Xodus, 4Subsea, Sonamet and Nautilus. In 2025 Xodus data was included,

with4Subsea and Sonamet remaining excluded.

3. Participation in the offshore workforce shows a reduction primarily due change in timing of the PMR campaign. For 2026 it has been aligned to

therest of the Group.

Table 3-11 – Training hours

2025

2024

Group Onshore Offshore

Onshore Offshore

Average hours per person

13.1 81.7 14.9 87.9

Average hours by gender (M/F)

12.6/14.1 79.5/129.5 13.9/17.3 84/184.6

1. Data excludes the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus.

2. The 2025 decrease in training hours is primarily due to the introduction of SuccessFactors at the end of 2024. In this platform it is only completed

training courses that are recognised. In 2024, partially completed training was also included in the data.

Work-life balance indicators (S1-15)

As stated in its Human Rights Policy Statement, Subsea7 is committed to fair employment practices across the Group and

throughout its supply chain. These include, as a minimum, complying with national legal requirements regarding wages and

working hours.

The data related to family-related leave is not held at the Group level.

Social dialogue

The social dialogue with employees is managed at local

level and as a result Subsea7 does not hold data on who

iscovered by these agreements at the Group level.

Social protection (S1-11)

We are committed to fair employment practices across

theGroup and throughout the supply chain. These include,

as a minimum, complying with national legal requirements

regarding working hours.

Employment benefits and social protection are managed

ata country level and are, as a minimum, in adherence with

local legislation. This data is not recorded at Group level.

Persons with disabilities (S1-12)

We are committed to equal opportunities and diversity and

seek to promote them in every aspect of our operations –

ingovernance, management systems and operational

activities, and within Susbea7’s Own workforce.

As stated in the Group’s Human Rights Statement Subsea7

recruits, selects and develops people on merit, irrespective

of race, colour, religion, political beliefs, gender, age, sexual

orientation, marital status, disability or any other

characteristic protected by applicable laws.

As the definition of disability and the monitoring of people

with disabilities is determined on a country-by-country

basis, this is not managed at Group level and the data is

notrecorded at Group level.

Subsea 7 S.A. | Annual Report 2025

108

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

ESRS S2 – Workers in the value chain

General disclosures

Interests and views of stakeholders

(ESRS2SBM-2)

Subsea7’s commitment to ethical business practices and

respect for human rights is integral to its global operations.

The Group recognises the necessity of a strategy and

business model that address the impacts of operations on

our people and those working for Subsea7. Respecting

human rights and managing the human rights impacts of

operations are fundamental to how business is conducted,

and it’s guided by Subsea7’s Values. Requiring fair and

lawful employment practices and a work environment in

which no one is abused or exploited by Subsea7 or any

person we work with, makes us a stronger and more reliable

group capable of attracting and retaining talented people;

and with which our clients and suppliers want to partner,

around the world.

Given the nature of the Group’s business, Subsea7 operates

in many jurisdictions. Subsea7’s strategy and business

model prioritise the safety and human rights of people,

including Value Chain Workers (VCWs), ensuring compliance

with the law and being guided by industry best practices.

Maintaining relationships with multiple suppliers across

different jurisdictions for key materials or services is

essential to Subsea7’s strategy, given the global footprint

and the goal of mitigating the dependency risk of having

alimited number of suppliers. Several of our key suppliers

operate globally. In the event that certain VCWs were not

available in specific countries or locations, Subsea7

wouldwork with an alternative supplier based elsewhere.

However, in a global scenario affecting all VCWs, such asthe

COVID-19 pandemic, Subsea7 would be impacted bythe

major disruption to production and distribution worldwide.

Currently, engagement with materially affected VCWs does

not feature as a separate step in Subsea7’s strategy and

business model review cycle. While the engagement may

not be directly with VCWs, their legitimate representatives

(trade unions or works councils) or credible proxies,

Subsea7 is informed of the potential impacts on these

workers through the Group’s processes to identify and

address human rights risks which are further described

insection ‘Policies related to value chain workers (S2-1)’

below on this page and section ‘Processes for engaging

with value chain workers about impacts (S2-2)’ on page 110.

In addition, material impacts on VCWs were considered

aspart of the double materiality assessment (DMA).

Themateriality of supply chain-related impacts and the

associated risks were assessed. During this evaluation,

selected key suppliers were engaged through interviews

tounderstand our impacts on them and determine the

relative importance of various sustainability-related topics

to them. In the Sustainability Statements, we have included

the impacts and risks deemed significant, along with the

mitigating actions. The types of VCWs who could be

materially impacted are typically vulnerable migrant

orlow-skilled workers, whether they are on a supplier’s

worksite or working on Subsea7 sites or vessels. These

VCWs can be particularly at risk when provided by third-

party labour agencies as the supplier may not have a full

view of the employment terms and conditions. For more

information on the DMA, see disclosures in section

‘Materiality assessment (ESRS 2 IRO-1)’ on page 79.

Material impacts, risks and opportunities and

their interaction with strategy and business

model(s) (ESRS 2 SBM-3)

Subsea7 operates in all major offshore energy regions,

andthe supply chain, which comprises over 8,000 direct

suppliers globally (number excludes Sonamet), represents

asignificant proportion of the work performed. On some

larger projects, procurement can represent over half of the

entire project’s value.

Table 3-12 summarises the material impacts, risks and

opportunities concerning VCWs within Subsea7’s value

chain, identified through the DMA.

Subsea7 describes how its material IROs interact with

itsstrategy on page 78. Embedded within supply chain

processes is a risk assessment matrix for identifying

suppliers potentially posing higher human rights risks,

asfurther discussed in section ‘Labour practices and

human rights’ on page 97. This matrix evaluates both the

country risk and the risks associated with the types of

materials or services provided.

Subsea7 executes projects worldwide and assesses each

country for human rights risks, especially when working in

anew high-risk country. Recognising that our VCWs may

face heightened risks in these areas, Subsea7 is vigilant

inmitigating potential negative impacts, which are further

discussed on page 111. The risk assessments conducted

have identified upstream VCWs, particularly those likely to

be vulnerable migrant workers, as being more susceptible

to the negative impacts identified in Table 3-12: specifically,

low-skilled workers from a medium- or high-risk country

working in another country in which they are not permanently

resident or working offshore. These VCWs arethe people

most likely to experience significant human rights and

labour practices impacts, specifically child labour, slavery

and trafficking, and other forms of forced or involuntary

labour, and who could be particularly vulnerable. Some

examples of suppliers that might engage vulnerable migrant

workers are fabrication, shipyard and base-operator suppliers.

For information on how identified risks and potential

impacts are addressed and mitigated related to health and

safety of workers in the value chain, refer to section ‘Health

and safety’ on pages 101 to 103.

Some of the additional key supply chain focus areas are:

• Continuing to enhance and embed supplier risk

assessment procedures

• Improving the use of digital tools and platforms to

improve efficiency and decision-making

• Continuing to raise awareness of our human rights

commitments within the Group

• Preparing for emerging legislation

• Collaborating with our strategic suppliers on their supply

chain risks

• Continuing to develop measures to obtain assurance

regarding the management of human rights risks in the

supply chain

• Impacts, risks and opportunities management.

Policies related to value chain workers

(ESRSS2-1)

Further to the section ‘Interests and views of stakeholders

(SBM-2)’ on page 77, to meet the Group’s commitments

tohuman rights, Subsea7 designed and implemented the

Group’s Human Rights Programme, which is described in

the Sustainability Statement ‘ESRS S1 Own Workforce’

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SUSTAINABILITY STATEMENTS CONTINUED

onpage 98 and applies to our own workforce as well as

toour supply chain, to the extent described in this section.

That programme includes a Human Rights Policy Statement

and Code of Conduct.

The following sections provide summary information on

relevant policies and procedures for managing human rights

risks in the supply chain over and above what is covered

inthe Sustainability Statement ‘ESRS S1 Own Workforce’

onpage 98 and section ‘Processes to remediate negative

impacts and channels for value chain workers to raise

concerns (S2-3) on page 111 (which details Subsea7’s

general approach in relation to processes applied to

remediate negative impacts).

Code of Conduct for Suppliers

Subsea7 is committed to working with suppliers and

partners whose human rights standards are consistent

withits own. The Group requires all suppliers to commit to

the Code of Conduct for Suppliers, which sets out the key

principles of ethical conduct that suppliers are required

touphold when working with Subsea7. It also requires

suppliers to uphold the same standards when dealing

withtheir workforce and subcontractors.

Subsea7 refreshed its Code of Conduct for Suppliers

in2025, in particular adding guidelines to support

suppliersinimplementing it within their own businesses.

Theguidelines include clear expectations, encourage

suppliers to adopt certain practices, and advise of

potentialreporting requirements.

The Code of Conduct for Suppliers states that Subsea7

strives to protect the dignity of all individuals working in,

orimpacted by, the Group’s operations, including people

who work for suppliers of materials or services to

Subsea7. This includes a commitment to help prevent

modern slavery, human trafficking and other forms of

forced or involuntary labour.

The Group’s Code of Conduct for Suppliers is incorporated

into the standard terms and conditions for suppliers and

includes mutual commitments to:

• Ethical business conduct, including regarding anti-corruption

• Health, safety and security

• Human rights and fair and lawful employment practices

across Subsea7 and throughout its supply chain

• As a minimum, comply with national legal requirements

regarding wages and working hours

• Support the International Labour Organisation’s (or ILO)

Standards regarding child labour and minimum age

• Prevent modern slavery and human trafficking anywhere

in Subsea7’s business or supply chain

• Uphold the same standards when dealing with employees,

non-employees and VCWs

• Protect the environment

• Protect personal data and mitigate against

cybersecurityincidents.

In 2025, one case of suppliers’ non-compliance with the

human rights principles set out in the Group’s Code of

Conduct for Suppliers was identified.

Processes for engaging with value chain

workers about impacts (ESRS S2-2)

Further to section ‘Interests and views of stakeholders’

(SBM-2) on page 77, Subsea7’s supplier risk assessment

procedures include a requirement for suppliers considered

high risk to undergo human rights screening, and we strive

to perform such screening whenever required. Engagement

takes place with medium- and high-risk suppliers through

human rights questionnaires that assess potentially high

human rights impacts, focusing primarily on child labour,

modern slavery, human trafficking and other forms of forced

or involuntary labour. This engagement does not usually

orsystematically extend directly to suppliers’ workers.

The Code of Conduct for Suppliers also encourages

suppliers to raise concerns if they become aware of any

breaches of the standards outlined therein. If they are

uncomfortable reporting directly to Subsea7, an externally

administered confidential reporting line, Safecall, is available

to suppliers and their personnel on worksites. Further

details on channels to raise concerns are described in

section ‘Whistleblowing channels and culture’ on page 120.

Additionally, suppliers are engaged through audits. These

audits are typically carried out at a project level and may be

led by a client, Subsea7 or a third party, depending on the

risk, scope and location.

Suppliers are invited to attend annual Supplier Integrity

events, held both virtually and in-person at Subsea7 office

locations. During these events, human rights is featured

prominently. This is to raise awareness of the sector-wide

risks and collaborate with suppliers to develop common

strategies for managing risks. In 2025, a total of nine

Supplier Integrity events were held, attended by 1205

individuals from around 700 suppliers, a significant

increasefrom 2024 as a result of more regions/business

units holding events. These figures exclude Xodus and

Sonamet. Topics linked to human rights and labour

practices discussed at these events included a video

madeby Subsea7’s Chief Compliance & Ethics Officer

(CECO) and Vice-President of Supply Chain Management

&Products detailing the changes to the Code of Conduct

for Suppliers, the new Implementation Guidelines, the

Group’s human rights risk-tiering matrix, as well as the

Global Human Rights Procedure. Speakers included

humanrights subject matter experts from Subsea7,

suppliers and partners.

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Table 3-12 – IROs in relation to the Group’s value chain workers

Boundary in value chain Time horizon

Upstream

Own

operation

Downstream Short Medium Long

Labour practices and human rights in

the value chain

I/R/O

Penalties, convictions, debarment and damage

to the Group’s reputation due to human rights

violations and unacceptable labour practices

affecting workers in the value chain

Risk

Supply chain workers subject to slavery, human

trafficking and other types of forced or

involuntary labour (e.g. debt bondage and

withholding of passports, unlawful deduction

ofwages, and lack of freedom to accept or

decline work)

Potential

Impact (-)

Health and safety of workers in the

value chain

Financial or operational consequences due to

work-related illness, injury or harm associated

with operations, harsh or unfamiliar environments

Risk

Exposure to security breaches, illness, injury or

harm associated with transit routes and/or the

location of work

Potential

Impact

(-)

Subsea7’s supply chain workers subject to

work-related illness, injury or harm associated

with operations, harsh or unfamiliar environments

Potential

Impact

(-)

Processes to remediate negative impacts and

channels for value chain workers to raise

concerns (ESRS S2-3)

Processes to remediate negative impacts

The Group’s Global Human Rights Procedure sets out

Subsea7’s general approach to remedying negative impacts

caused or contributed to by Subsea7 or its suppliers, on

people outside the Group, including VCWs. The aim is to

rectify any harm caused, with the goal to restore affected

individuals to the situation they would have been in had the

harm not occurred, or as close to that as possible. The

response or remedy provided by Subsea7 would depend on

Subsea7’s level of responsibility for the impact. Actions will

depend on the specific circumstances and would be adapted

with the aim of ensuring that the remedy is effective.

When determining Subsea7’s role in a negative impact,

thefollowing factors are considered:

• Did a decision or action made by Subsea7 alone lead

to the impact?

• Has Subsea7 done anything to incentivise or motivate

another party to cause the impact?

• Has Subsea7 done anything to facilitate or enable

the impact to occur?

• What steps has Subsea7 undertaken to try to prevent

the impact from occurring or to mitigate the impact?

The Global Human Rights Procedure, as well as the impact

assessment, applies to all Subsea7’s operations on a global

basis. Therefore, whether Subsea7 is entering new countries,

if new risks are identified or specific groups of VCWs have

been identified who might be at higher risk (e.g. migrant

workers, workers in high-risk countries), the Global Human

Rights Procedure would apply consistently, as far as

possible, for each group.

Channels available for value chain workers to

raise concerns

As disclosed in section ‘Policies related to own workforce’

(S1-1) onpage 98, all individuals working on the majority of

Subsea7’s sites or vessels, have access to channels for

raising, and are encouraged to raise, concerns about any

negative impacts of Subsea7’s business or operations, or

behaviour that is inconsistent with the Code of Conduct or

the Code of Conduct for Suppliers. They can do so via the

externally administered confidential reporting line (Safecall)

or by reporting directly to Subsea7. The local telephone

lines for Safecall are manned 24 hours a day, seven days

aweek, and the numbers are listed in the Group’s Code of

Conduct for Suppliers (as well as at Subsea7 sites), allowing

suppliers and their workers on Subsea7 sites to report

confidentially about actual or potential impacts on them,

intheir own language and (if they so choose, and where

local laws permit) in an anonymous way. Safecall can also

be accessed via an internet portal, as an alternative to the

telephone line. Additional information about the Group’s

Speak Up Policy and Safecall is detailed in section

‘Whistleblowing channels and culture’ on page 120.

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During 2025, one report of a violation of human rights

bysuppliers was raised via the Speak Up channel or

identified through the Group’s risk assessment and

duediligence process.

Taking action on material impacts on value chain

workers, and approaches to mitigating material

risks and pursuing material opportunities related

to value chain workers, and effectiveness of

those actions (ESRS S2-4)

Further to section ‘Processes to remediate negative

impacts and channels for value chain workers to raise

concerns (S2-3)’ on page 111, following the completion of

the DMA, three potential negative impacts and two risks

within our value chain were identified, of which two of the

impacts and one risk are related to human rights. The

subsequent sections outline the actions and measure

implemented to prevent, mitigate or remediate these human

rights risks and their impacts on VCWs. In addition to the

Speak Up channels described in section ‘Processes to

remediate negative impacts and channels for value chain

workers to raise concerns (S2-3)’ on page 111, these actions

and measures include:

• Conducting a pre-qualification risk assessment process,

including screening and due diligence

• Establishing and enforcing supplier contractual terms

andconditions

• Performing investigations, remediation and enforcement

actions, when breaches are reported or detected

• Implementing monitoring, auditing and

assuranceprocedures

• Training relevant personnel to identify and manage

human rights risks

• Allocating resources to effectively manage human

rightsrisks

• Participating in industry and multi-stakeholder initiatives.

Actions and measures implemented to address health and

safety related risks and impacts are described in the ‘Health

and safety’ section on pages 101 to 103.

Conduct a pre-qualification process, screening

and due diligence

In accordance with the Group’s Supply Chain Management

Process for Procurement, all suppliers are required to

undergo registration with additional qualification depending

on the product or service provided, such qualification to be

performed before contracting with a supplier.

To identify and address any potential human rights risks in

the supply chain, a human rights risk assessment and due

diligence process for all high-risk suppliers (refer to

‘Glossary’ section on page 229 for the description of the

term) has been developed. This includes a human rights

questionnaire and a risk-scoring mechanism. During the

evolution and maturity of the Human Rights Programme

Subsea7 has continued to invest in systems and engaged

independent experts to improve and refine these processes.

• Since 2019, human rights questions have been

includedinSubsea7’s due diligence questionnaire

forhigh-risk suppliers

• In 2020, the Exiger Insight 3PM™ platform was

implemented to provide third-party compliance risk

assessments including due diligence screening of

medium- and high-risk suppliers and other third parties.

Itperforms or enables business ethics and human rights

risk assessment and due diligence screening, automated

due diligence questionnaires and approval workflows.

• External, responsible sourcing risk indices have been

used to deliver improved human rights risk-tiering of

suppliers and countries. In addition, Subsea7 engaged

with GoodCorporation

, an external, independent,

expertfirm to conduct baseline risk mapping of supplier

categories that could pose a higher human rights risk.

• In 2022, an enhanced human rights risk-tiering matrix

wasintroduced that was deployed worldwide:

• The risk matrix takes into account the country risk and

whether the type of products or services supplied falls

into a category that are deemed potentially higher risk

• An enhanced human rights assessment and due

diligence questionnaire for high-risk suppliers was

developed, which sharpened the focus on the human

rights risks that could have the most significant impact

and included prescribed remedial actions, depending

on suppliers’ responses and the resulting risk scores

• There is also a short-form risk assessment

questionnaire for suppliers provisionally deemed

lowerrisk to confirm whether they should be treated

ashigher risk

• Both questionnaires contain questions relating to the

higher-risk areas of child labour, slavery and trafficking,

other forms of forced or involuntary labour, involving

underage and low-skilled migrant workers. The key risk

factor identified, both for Subsea7’s own workforce and

for VCWs, is vulnerable migrant workers i.e. low-skilled

workers from a medium- or high-risk country working in

another country in which they are not permanently

resident or are working offshore

• Where the enhanced human rights due diligence

questionnaire is required, then depending on the

resulting scores, the use of the supplier is: (i) prohibited;

or (ii) prohibited until a remedial action plan is put in

place to bring the supplier’s score above a certain

threshold; or (iii) permitted but with a remedial plan

toimprove the supplier’s score; or (iv) permitted

withoutany further action by the supplier

• The relevant questionnaire is refreshed at three-yearly

intervals or more frequently, depending on whether any

relevant risks have materially increased or any new

concerns have been raised

• All medium- and high-risk suppliers are continuously

monitored via the Exiger screening tool.

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STRATEGIC REPORT

• In 2023, a supplier human rights risk assessment register

and dashboard was developed and launched to help

regional management monitor progress in risk assessing

suppliers, as well as to monitor the closing out of any

remedial or improvement plan actions undertaken by

suppliers. These tools assist in providing more granular

data regarding higher-risk suppliers, which helps

continuous improvement of risk management procedures

• In 2025, a Responsible Supply Chain (RSC) application

was developed to assist supply chain management teams

to easily identify when screening is required and which

questionnaires to use. This application also pulls through

real-time screening information from the systems it links

with, giving users relevant, up-to-date context.

The number of suppliers assessed from a human rights

perspective reduced slightly in 2025 from 1,584 to 1,419,

probably as a result of reducing the use of medium- or

high-risk suppliers. However, increased internal targets

forcompleting risk assessments of high-risk suppliers

andalso the inclusion of Xodus supplier numbers (but not

Sonamet’s), has resulted in a positive increase in high-risk

suppliers assessed, from 112 to 181. Two suppliers were

prohibited from use as a result of Subsea7’s human rights

risk assessment and due diligence process. In addition,

theprocess to require certain suppliers to provide additional

assurance by way of a human rights certification was

updated. These suppliers include labour agencies and other

suppliers that are likely to utilise vulnerable migrant workers

from high- or medium-risk countries.

Subsea7 continues to work with high-risk suppliers to

complete advanced human rights self-assessments. These

are suppliers based in a medium-high- or high-risk country

(please refer to ‘Glossary’ section on page 229 for the

description of the term) with respect to human rights that

supply a medium or medium-high-risk category of materials

or services, such as fabrication.

Subsea7 has also continued to involve the Group’s

internalaudit function to provide assurance about effective

implementation of our processes at a Group and regional level.

Establishing and enforcing supplier contractual

terms and conditions.

When engaging with suppliers, typically through a competitive

tender process Subsea7 emphasises its zero tolerance for

the most egregious human rights risks, namely: child labour,

modern slavery and trafficking and other forms of forced

orinvoluntary labour. These standards are outlined in the

Group’s Code of Conduct for Suppliers and are incorporated

into the standard contract terms and conditions with

suppliers. A breach of these human rights commitments

isconsidered a material breach of contract, granting

Subsea7 the right to terminate the contract for default.

During 2025, no supplier contracts were terminated due

tobreaches of human rights commitments.

Additionally, high-risk suppliers may be subject to periodic

audits, monitoring or other assurance measures based on

arisk-based assessment. Subsea7’s terms and conditions

for all suppliers include a right of audit, with two such audits

conducted during 2025.

Carrying out investigations, remediation and

enforcement actions

All allegations or suspicions reported or detected via

Safecall or internal channels are reported to the CECO,

who records them on a case management system and

oversees their investigation in accordance with the Group’s

Investigations Principles and Procedures. This includes

human rights breaches in the value chain.

Should any investigation confirm that human rights

breaches have been committed at, or by a supplier, action

plans to address the issue and protect the victims would

beimplemented. This could include requiring the supplier

toaddress the issue by remedying the harm done to the

individual(s) in question and to rectify any associated

weaknesses or gaps in its Human Rights Programme,

andrefusing to work with that supplier, until it had

compliedwith these requirements. If appropriate

andpracticable, theincident would be reported to

relevantauthorities.

As noted in section ‘Policies related to value chain workers

(S2-1)’ on page 109, during 2025, there was one report

linked to human rights issues with suppliers or concerns

raised by VCWs.

Implementing monitoring, auditing and

assurance procedures

Subsea7 monitors, audits and continually reviews its

HumanRights Programme to ensure it remains current and

effectively implemented and is continually improved, in line

with current and emerging stakeholder expectations and

regulatory requirements.

Speak Up reports and other cases of potential human

rightsbreaches are tracked, as well as potential or actual

weaknesses or failures in the Human Rights Programme.

For more information on the Human Rights Programme

refer to section ‘Actions relating to labour practices and

human rights (S1-4)’ on page 100 and section ‘Speak Up

inCorporate culture and business conduct policies (G1-1)’

on page 116.

As the Programme matures, it continues to be incorporated

into the scope of Subsea7’s internal audit function. The aim

is to develop efficient, risk-based, cost-effective methods

toobtain greater assurance from high-risk suppliers that

they have implemented the prescribed procedures to

manage the potential human rights risks identified.

Thesemethods could include monitoring, certifications,

andvirtualand in-person audits, as well as evidence that

thesupplier hasbeen audited by a credible, independent

assurance provider.

Training on human rights

For information on human rights training that is provided

torelevant Subsea7 personnel, including people involved

insupply chain management, refer to page101.

Subsea 7 S.A. | Annual Report 2025

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SUSTAINABILITY STATEMENTS CONTINUED

Allocating resources to effectively manage

human rights issues

Across the Group, there are approximately 600 employees

within the Supply Chain Management (SCM) function

(excluding Sonamet). Each employee has roles and

responsibilities across the different stages of the supplier

management lifecycle, which include pre-qualification,

sourcing, pre-award evaluation and commitment approval,

award and post-award management stages. As described

on pages 112 to 113, during the pre-qualification process,

suppliers from medium- or high-risk countries undergo

ascreening and due diligence process. Of those 600

employees, around 30 are actively involved in the supplier

screening and due diligence process. Subsea7 took a

morecentralised approach to supplier screening in 2025,

reducing the number involved from around 60 in 2024.

However, human rights risks continue to be actively

managed throughout the entire supplier management

lifecycle, and it is challenging to accurately allocate the

percentage of time each person spends on managing the

material human rights impacts on VCWs, especially after

the suppliers have been qualified. There is a human

rightsnetwork within the supply chain management

(SCM)function consisting of representatives from the

different regions and business units, chaired by the SCM

Director of Governance and Sustainability or a delegate.

The purpose of the network is to share lessons learned

andbest practices in terms of how human rights risks

andissues within the Group’s supply chain are managed.

Human Rights is a management accountability, but Human

Resources (HR) and SCM are two functions with key roles

to play. The CECO has overall responsibility for the design

of the Group’s Human Rights Programme, supported by

asenior, specialist human rights manager, and functional

directors are responsible for implementation of relevant

policies applicable to their function. It is difficult to estimate

how much time each person dedicates specifically to

managing the material impacts on VCWs.

In addition, Subsea7 has a network of Human Rights

Champions, further information on which can be found

in‘Actions relating to labour practices and human rights’

section on page 100.

Participating in industry and

multi-stakeholder initiatives

Subsea7 is proud to be a signatory to the UN Global

Compact and a Board Member of Building Responsibly,

aglobal business-led coalition committed to promoting

therights and welfare of workers in the energy and

construction sectors. More details can be found in section

‘Subsea7’s Human Rights Programme’ on page 98.

Metrics and targets

Targets related to managing material negative

impacts, advancing positive impacts and

managing material risks and opportunities

(ESRS S2-5)

Subsea7 recognises the importance of setting time-bound

and outcome-oriented targets. However, specific targets

have not yet been established for reducing negative

impacts, advancing positive impacts or managing material

risks and opportunities associated with VCWs. The Group’s

value chain spans multiple regions and sectors, each with

unique challenges and opportunities. Establishing uniform

targets that are meaningful and practically achievable

across this diverse landscape requires careful consideration

and extensive stakeholder engagement.

Although there are no specific targets relating to VCWs,

internal metrics and targets have been set to manage

human rights risks within the upstream value chain:

• Metric

– the percentage of suppliers with a contract that

includes human rights clauses

• Target

– Target of 90% by the end of 2025 was

achieved. The actual was 90% for Subsea7 and Xodus.

Target of 65% by the end of 2024 was achieved.

Theactual was 72% for Subsea7 (excluding Xodus)

1. These metrics and targets were not applicable to Sonamet.

Subsea 7 S.A. | Annual Report 2025

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STRATEGIC REPORT

GOVERNANCE DISCLOSURES

ESRS G1 – Business conduct

General disclosures

The role of the administrative, supervisory and

management bodies (ESRS 2 GOV-1)

Top-level commitment

The Executive Management Team is accountable for

compliance and ethics, however, Subsea7 has created a

compliance function, whose role is to support management

to fulfil that accountability. This function is led by the Chief

Ethics and Compliance Office (CECO), who has overall

responsibility for the design of the Group’s Business Ethics

Programme, and it includes a combination of local and

regional compliance officers.

The CECO reports to the Group’s General Counsel and also

has independent reporting lines to:

• The Board’s Corporate Governance, Nominations and

Risk Committee, which is chaired by the Group’s Senior

Independent Director

• The Group’s Ethics Committee, at the Executive

Management level.

Both committees receive regular reports from the CECO

onthe implementation of the Group’s Business Ethics

Programme, including the findings of any independent

assurance provider. Annually the CECO attends a joint

Subsea7 Board session of the Corporate Governance,

Nominations and Risk Committee and the Audit and

Sustainability Committee, at which the CECO’s report

onthe previous year, and the priorities for the forthcoming

year, are reviewed and approved. Collectively these

committees review the Group’s Business Ethics Programme

strategy and objectives, agree priorities, assess metrics,

and approve initiatives.

For information on the governance of sustainability matters,

refer to section ‘Governance structure’ on pages 73 to 74.

Details on the Board members and their areas of expertise

and responsibility in relation to business ethics and other

matters are disclosed in the section ‘Governance’ on pages

48 to 64.

Impacts, risks and opportunities management

(ESRS 2 IRO-1)

Process for identifying and assessing material

impacts, risks and opportunities

Following the completion of the double materiality

assessment (DMA), as described in the section ‘Materiality

assessment (ESRS 2 IRO-1)’ on pages 79 to 80, the material

IROs relating to business conduct were identified. Table 4-1

summarises the material impacts and risks that relate to

business conduct, identified following the DMA process.

Subsea7 describes how its material Impacts Risks and

Opportunities (or IROs) interact with its strategy in

section‘Material IROs and interaction with business

model’on page 78.

Material topics were mapped to the relevant European

Sustainability Reporting Standards (or ESRS) to establish

Subsea7’s reporting obligations under the European Union

Corporate Sustainability Reporting Directive (or EU CSRD).

The material topic of business ethics (which also incorporates

the topics of anti-bribery and anti-corruption) was mapped

to the Sustainability Statement ‘ESRS G1 – Business

conduct’. The CECO supports identification and validation

of identified business conduct-related Impacts Risks and

Opportunities (or IROs) for accuracy and completeness.

In the context of business conduct, Subsea7’s Anti-Bribery

Anti-Corruption (ABAC) Programme is designed and

implemented on the basis of a group-wide corruption risk

assessment. This looks at the inherent risks associated

withthe sector and business model, and the geographies

inwhich Subsea7 operates. Risk assessment is also

embedded in the Group’s supply chain management

procedures, as well as in the procedures for selecting and

appointing business partners and managing other third

parties. This process is described in detail in section

‘TheCode of Conduct and Clear Policies’ on page 118.

HowSubsea7 manages risks and the roles and responsibilities

involved in the risk management process is described in the

‘Principal Risks and Uncertainties’ and ‘Governance’

sections on pages 30 to 47 and 48 to 64, respectively.

Subsidiaries in the Group follow the principles of the

ABACProgramme. The specific programmes used can

differ based on business risk profile, for example Xodus

and4Subsea, autonomous subsidiaries of the Group, have

much lower-risk business models and geographical spread,

as well as much smaller, lower-risk supply chains.

The non-wholly-owned subsidiary, Sonamet does face

potentially significant business ethics risks. Sonamet has

itsown Code of Conduct, Speak Up Policy and reporting

line, and its own system of financial controls and procurement

procedures that are less developed than Subsea7’s. The

reports submitted through the reporting line are consolidated

in the Group’s data. Targeted members of Sonamet workforce

also complete the annual Subsea7 Business Ethics e-Learning

module. However, its programme is less mature. Sonamet

had no reportable ABAC cases during the reporting period.

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SUSTAINABILITY STATEMENTS CONTINUED

Corporate culture and business conduct policies

(ESRS G1-1)

Subsea7’s Business Ethics Programme is designed to

embed the Ethics Policy Statement and Code of Conduct

and to manage compliance risks, including preventing

bribery and other unethical conduct by the Group or in its

value chain. The programme underpinned by the Group’s

Values and the Board’s determination to conduct business

ethically and in a way that is consistent with those Values:

Safety, Integrity, Sustainability, Performance, Collaboration

and Innovation. The elements of the programme are

described in more detail in section ‘Our Business Ethics

Programme’ on pages 117 to 120.

The Ethics Policy Statement sets out the Group’s

commitment to acting honestly, fairly and with integrity at

alltimes, to comply with the law, and to treat people with

respect. By fulfilling this commitment, Subsea7 aims to earn

the trust of clients, employees, business partners, suppliers

and other stakeholders.

The Group conducts business in accordance with

applicable laws and regulations and in an ethically

responsible manner. The Code of Conduct applies to

theGroup’s Own workforce and to the Workers in its

valuechain and sets out the key principles that Subsea7

iscommitted to upholding and that line management are

responsible for communicating and implementing.

The Group’s Ethics Policy and the Code of Conduct are

approved by both the Chief Executive Officer and by the

Board. They are communicated via the group-wide Business

Management System (BMS) as well as via training and

awareness-raising initiatives.

As stated in the Ethics Policy Statement, embedding a

culture of ethics and integrity is central to the Group’s

business ethics strategy. Subsea7 holds a Global Integrity

Day annually, and one of the key themes on that day,

andingroup-wide compliance and ethics training and

communications, are Integrity Moments. The Group uses

Integrity Moments to help people understand what integrity

means to the Group and to encourage and empower people

to use those principles in their work and be guided by them

when making decisions.

Subsea7 has a whistleblowing policy (Speak Up Policy),

which offers various channels for raising concerns about

potentially unethical conduct, and which is extensively

promoted within the Group.

Table 4-1 – IROs in relation to business conduct

Boundary in value chain Time horizon

Upstream

Own

operation

Downstream Short Medium Long

Compliance and ethics I/R/O

Penalties, convictions, debarment and damage to

theGroup’s reputation due to compliance and

ethicsbreach by the Group or its suppliers

Risk

Embedding a culture of ethics,

complianceandintegrity

Potential

impact (+)

Society and the rule of law are undermined, and

corrupt bribes profit at the expense of their citizens

Potential

impact (-)

Our policy complies with applicable whistleblower

protection laws designed to protect the rights and freedom

of people with respect tocases reported and the

associated processing of personal data.

Management of relationships with suppliers

(ESRS G1-2)

During 2025, Subsea7 worked with over 8,000 suppliers

globally, many with an established local presence in the

countries where the Group operates. Subsea7’s supply

chain, from which more than a half of the Group’s cost base

is derived, is an essential part of our strategy to be a strong,

safe and responsible business, both socially and

environmentally. Managing the associated risks within the

supply chain and continually leveraging opportunities to

create long-term value are central to our goal to make

sustainable delivery possible. The Group has built

collaborative, mutually beneficial relationships over years

ofworking together with a number of our key strategic

suppliers, anchored in trust and respect.

In addition to the supplier-related risk assessment and

duediligence processes referenced in section ‘The

CodeofConduct and Clear Policies’ on page 118, our

management of business ethics risks within the supply

chain is underpinned by the Code of Conduct for Suppliers.

Thisdocument sets out the fundamental principles of

ethical behaviour that all suppliers must adhere to when

engaging with Subsea7. The Group’s procedures and

theSupplier Code of Conduct place strong emphasis on

business ethics, anti-bribery and human rights. Subsea7

refreshed its Code of Conduct for Suppliers during 2025,

and details of which can be found in section ‘Policies related

to value chain workers (S2-1)’ on page 109. Moreover,

selection, pre-qualification, approval, appointment and

payment of suppliers are all subject to best practice

procedures designed to avoid conflicts of interest and

manage risks of bribery and fraud. These best practices

include segregation of duties and competitive tenders.

The Supply Chain Management Process for Procurement

sets out how new suppliers are onboarded as approved

suppliers, for which Subsea7 uses the SAP Ariba Supplier

Management module. Based on the supplier location and

type SAP Ariba may generate additional workflows within

the business ethics risk assessment process, which is

completed as part of the approval process.

Subsea 7 S.A. | Annual Report 2025

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The location and type of materials or services intended to

be provided by the supplier determine the perceived level

ofrisk and associated risk management procedures. Based

on the supplier’s response to the qualification questionnaire,

Health Safety Environmental (or HSE), quality or technical

assessments the requirement for an audit of the supplier

can be determined as part of the pre-qualification process.

These audits are generally desk-top audits. On-site audits

may be required if the material or service provided is

particularly critical, or if there are any areas highlighted

asaconcern based on the desk-top assessment.

For key categories of materials or services critical to

Subsea7, a category management network has been set up.

Each specific category management network comprises a

category chairperson, sponsors, as well as HSE and quality

leads. The roles and responsibilities of each category

management network include regular engagement with the

key category suppliers as well as periodic strategic reviews

with Subsea7’s senior management based on regional and

global strategy plans.

Once qualified, suppliers are required to undergo regular

performance reviews upon completion of certain work-

scopes, above a certain value, including on an annual basis

for frame agreement suppliers, or if performance issues are

identified. Suppliers’ status can be set to ‘under scrutiny’,

when there are concerns regarding, among other things,

HSE, quality, compliance, and business ethics or human

rights issues. Agreed measures may be required to be

implemented by the suppliers and progress monitored to

ensure a satisfactory resolution before the ‘under scrutiny’

status can be removed. In severe cases, the supplier may

be disqualified. For key category suppliers, the category

chairperson typically leads the engagement with the

suppliers and they are consulted prior to any status change.

Subsea7 employs different payment terms for small and

medium enterprises (SMEs) and non-SMEs. Refer to

section ‘Payment practices (G1-6)’ on page 121 for details.

The Group’s supply chain management function has

established procedures to identify, assess and manage

supply chain-related risks, including those that may affect

sustainability matters, for more information see section

‘Delivery and operational risks’ on page 43. In addition,

social and environmental considerations are incorporated

into the supplier pre-contract assessment framework.

Prevention and detection of corruption/bribery

(ESRS G1-3)

Our Business Ethics Programme

The Subsea7’s ABAC Programme lies at the heart of our

Business Ethics Programme and is designed and implemented

in accordance with international best practice, including:

• The International Anti-Bribery Management System Standard

(ISO 37001-2016), which Subsea7 helped to develop

• The UK Ministry of Justice Bribery Act 2024 guidance on

Adequate Procedures to Prevent Bribery

• US Department of Justice Evaluation of Corporate

Compliance Programs.

The principles and procedures of the Group’s Business

Ethics Programme are outlined in Figure 4-1.

Figure 4-1: Business Ethics Programme

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Between 2016 and 2023, the ABAC programme was

subject to independent assurance by GoodCorporation

aleading global ethics consultancy, whose assessments

covered the whole of the Group. In 2024, the Programme

was certified against ISO 37001 by EuroCompliance, an

accredited, independent audit firm specialising in ISO

37001. This certification was maintained through 2025.

By pursuing ISO 37001 certification, Subsea7 aims to

placeitself in a position to encourage many of its suppliers

to obtain certification as well. The objective is to promote

convergence across our sector around a common

standardand a common approach to assurance. In doing

so, Subsea7 seeks to make assurance gathering efforts

morecoherent and efficient across the industry—reducing

duplication, increasing comparability, and lowering overall

costs. The Group will continue to support efforts that help

this initiative gain broader traction, gathering efforts more

coherent and efficient across the industry—reducing

duplication, increasing comparability, and lowering overall

costs. The Group will continue to support efforts that help

this initiative gain broader traction.

Although the programme has traditionally focused on

Anti-Bribery and Anti-Corruption topics, as well as key

compliance areas such as competition and antitrust,

sanctions, export controls, and tax evasion, it also

encompasses a wider business-ethics scope as articulated

in the Group’s Ethics Policy Statement and the Code of

Conduct. The Group is increasingly drawing on components

of this programme (such as risk assessments, due diligence,

training, and supply-chain management processes) to

support further evolution of its programme for managing

human rights risks – refer to section ‘Labour practices and

human rights’ onpage 98.

Additional information on the Group’s Business Ethics

Programme – covering, among other elements, Subsea7’s

ABAC Programme – is presented in the sections below.

Risk assessment and due diligence

The Group’s ABAC Programme is designed and

implemented on the basis of a comprehensive, groupwide

corruption risk assessment. This assessment considers

theinherent risks associated with the industry, operating

model,and the regions where Subsea7 conducts its

business. Functions identified as the most exposed to

corruption risks include those tasked with managing these

risks (e.g., Supply Chain Management, Finance) as well

asthose engaged in higher risk activities (e.g., Business

Development, Sales & Marketing, Project Delivery, and

Operations). Individual country corruption risk assessments

are performed by each region and updated annually. In

addition, the Group’s CECO performs risk assessment

byvisiting regions, as well as meeting with high-risk third

parties. A corruption risk assessment is conducted for

projects in a high-risk countries (including associated third

parties) and on entry into a new high-risk country.

Risk assessments and due diligence are built into the

Group’s supply chain management procedures as described

in section ‘Corporate culture and business conduct policies

(ESRS G1-1)’ on page 116, as well as the procedures for

selecting and appointing business partners and managing

other third parties. The main risk factors are country

corruption risk (using the Transparency International

Corruption Perceptions Index as a baseline), the type of

services provided, whether the supplier or partner will

interact with public officials on behalf of Subsea7 and how

the supplier or partner is remunerated.

The main bribery risks identified are described in the

section ‘Compliance and ethics’ on page 39.

The Code of Conduct and Clear Policies

The Business Ethics Programme is underpinned by the

Ethics Policy Statement and Code of Conduct. Both

documents are part of the Group’s Business Management

System (BMS), compliance with which is mandatory,

andthey are regularly reviewed and updated. They are

communicated to personnel via the annual Compliance and

Ethics e-learning, various compliance and ethics bulletins,

the intranet, Integrity Moments and the Global Integrity Day.

In addition, the ABAC Programme includes the following

policies and procedures not mentioned elsewhere in this

summary, which all form part of the Group’s BMS:

• Facilitation Payments Policy

• Policy on Gifts and Hospitality

• Gifts and Hospitality Register

• Conflicts of Interest Register.

The Group’s ABAC Policy builds on the principles set out in

the Code of Conduct to provide additional guidance on the

above topics, as well as on the following activities, which

may be legitimate when properly conducted, but which can

implicate bribery or corruption risks, which the policy aims

to highlight and assist personnel to avoid and manage:

• Community engagement, charitable donations

and political contributions

• Dealings and links with public officials and clients

• Dealings with business partners

• Lobbying

• Commercial sponsorships.

Communication, education and training

The Group provides compliance and ethics training to

allrelevant personnel to ensure that the Code of Conduct

andthe ABAC Programme are fully understood and

properly applied and that all personnel understand

andhelpto uphold the Group’s commitment to doing

business ethically and with integrity. The training content

isbased onreal-life cases where possible and relevant.

Thecontents, target audience and scope of the training

areapproved by the Ethics Committee, and completion

rates are included inthe reports to the committees referred

toinsection ‘Monitoring, auditing and assurance’ on page

120. The training is delivered by interactive e-learning.

Thetraining is overseen by the Group’s CECO,

whoalsoensures that such training is reviewed

andrefreshed annually.

ABAC Training

Although at-risk functions have been identified, the training

is mandatory for all onshore (office-based) roles and

offshore (worksites or vessel-based) individuals in at-risk

roles. This includes all managers and any functions

considered at-risk from an ABAC perspective. The training

is also provided to external directors of companies within

the Group, including the Board of Directors of Subsea 7 S.A.

Details of ABAC training provided in 2025 are shown in

Table 4-2.

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Table 4-2 – ABAC training provided during 2025:

 Managers

All other onshore staff

Other offshore staff

in at-risk roles

Directors

Training coverage



Total receiving 3,314 4,918 296 145

Total completing 3,314 4,894 279 144

% completed 100 100

94 99

Delivery method and duration    

Compulsory, computer-based training 40 minutes 40 minutes 40 minutes 40 minutes

Frequency    

How often training is required Annually Annually Annually Annually

ABAC-related topics covered    

Facilitation payments

Speaking up

1. Training data includes Xodus, 4Subsea and Sonamet personnel.

2. Actual percentage is 99.5%

3. Managers are defined based on their career level in Subsea7’s job architecture structure.

4. All other onshore roles are those who are not defined as managers.

5. Only offshore staff who are designated as being in at-risk roles were assigned the ABAC training.

6. Directors are defined as statutory directors of Subsea7 Group companies.

Table 4-3 – ABAC training provided during 2024:

 Managers

All other onshore staff

Other offshore staff

in at-risk roles

Directors

Training coverage

(1)



Total receiving 3,042 4,022 269 152

Total completing 3,036 4,015 261 149

% completed 100

100

97 98

Delivery method and duration    

Compulsory, computer-based training 40 minutes 40 minutes 40 minutes 40 minutes

Frequency    

How often training is required Annually Annually Annually Annually

ABAC-related topics covered    

Facilitation payments

Speaking up

1. Training data excludes Xodus and 4Subsea personnel.

2. Actual percentage is 99.8%.

3. Managers are defined based on their career level in Subsea7’s job architecture structure.

4. All other onshore staff are those who are not defined as managers.

5. Only offshore staff who are designated as being in at-risk roles were assigned the ABAC training.

6. Directors are defined as statutory directors of Subsea7 Group companies.

7. Overall 56% of the total Group’s workforce completed the ABAC training.

The Group’s ABAC commitments and expectations are communicated to suppliers via a combination of due diligence

questionnaires during pre-qualification, the Code of Conduct for Suppliers, the ABAC contract terms, and via annual Supplier

Integrity Events.

Subsea 7 S.A. | Annual Report 2025

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Whistleblowing channels and culture

The Speak Up Policy (which may also be referred toasa

whistleblowing policy) is intended to supplement and help

underpin the Code of Conduct. The Policy offers various

channels for raising concerns, including an externally

administered and monitored confidential reporting line

(Safecall), which are promoted within Subsea7 and the

supply chain. Everyone who works for Subsea7 is

encouraged to utilise one of these reporting channels if

they become aware of a possible breach of the Code of

Conduct or have concerns in respect of unethical conduct.

Anonymous allegations are also possible, where local law

permits, and facilitated. Suppliers, business partners, and

other third parties and stakeholders are also encouraged

toSpeak Up, if they do not believe the Group is upholding

its Code of Conduct.

The policy includes protection for whistleblowers who raise

concerns in good faith, or on the basis of a reasonable

belief, and a commitment in principle to investigate all

concerns, if there is sufficient information available to

design a just and fair investigation that has a reasonable

chance of success. Subsea7’s Investigations Procedure is

part of the Group ISO 37001-certified ABAC Programme.

The Speak Up policy and confidential reporting line are

usually included in the annual Business Ethics e-Learning

and Global Integrity Day communications. Individuals who

may be involved in investigating alleged breaches of the

Code of Conduct receive appropriate training (which includes

the Group Compliance and Ethics Investigations Procedure).

Procedures and controls

All wholly-owned subsidiaries of the Group have adopted

and implemented the Code of Conduct and Business Ethics

Programme, as part of the group wide BMS, which includes

a system of financial and other internal controls consistent

with a well-managed, publicly listed Group. This includes

financial controls, delegation and control of authority

viaanauthority level matrix, supply chain management

procedures, and the application of International Financial

Reporting Standards (IFRS).

The supply chain management procedures include, in

addition to the information in section ‘Corporate culture

andbusiness conduct policies (ESRS G1-1)’ on page 116:

• Due diligence screening for suppliers deemed medium-

orhigh- corruption risk, using a third-party platform that

screens for bribery and corruption, sanctions, human

rights risks and other reputational risks

• Differing levels of due diligence questionnaires designed

to ascertain:

• What corruption risks may be presented by the

suppliers or their principals or beneficial owners, and

• In the case of suppliers deemed high-risk, what

assurance they can provide about their programme

tomanage the relevant corruption risks

• An internal business and compliance justification

questionnaire, designed to ascertain whether there are

any corruption risks in connection with how and why the

supplier was nominated

• Escalation to, and approval by the relevant compliance

officer, where there are unexplained red flags

• Continuous monitoring via the screening functionality

andperiodic refresh of the questionnaires and approval

process. Investigations, remediation and enforcement

Investigations, remediations and enforcement

Allegations or suspicions reported or detected via Safecall

or any other channel are reported to the Group’s CECO,

who records them in a case management system and

oversees their investigation, in accordance with the Group’s

Investigations Principles and Procedures. This includes

ensuring the case is investigated by individuals who are

appropriately independent and informed only on a need-to-

know basis. More serious cases require a higher degree of

group-level oversight and involvement.

Subsea7 uses the case management system to track Speak

Up cases and other compliance and ethics investigation

metrics, such as the number of reports received, the types

of misconduct alleged or suspected, the outcome of the

investigation and any remedial measures taken. This

includes any disciplinary measures, including dismissals,

and any police referrals where relevant. Subsea7 uses these

metrics to assess areas for improvement in its programme,

and the Group includes them in the reports to relevant

executive and Board committees. Any convictions or fines

imposed on the Group would be reported to the Oslo Stock

Exchange and relevant regulators.

Monitoring, auditing and assurance

Subsea7 regularly monitors and reviews its Business Ethics

Programme to ensure it is up to date, properly implemented

and continually improved, consistent with the Group’s

Anti-Corruption Risk Management and Due Diligence

andAssurance Framework.

The Group’s CECO provides periodic reports to the Ethics

Committee and the Corporate Governance, Nominations

and Risk Committee, in addition to the Audit and Sustainability

Committee. These committees review the strategy and

objectives and agree priorities, assess metrics, and approve

the Business Ethics Programme improvement initiatives.

Subsea7’s internal audit function includes a review of

elements of the Business Ethics Programme when

undertaking audits of the Group’s operations. The CECO

conducts regional visits, often accompanied by members

ofthe Executive Management Team, to monitor the

effectiveness of the Group’s Business Ethics Programme.

Subsea7 monitors Speak Up and other compliance and

ethics cases to identify potential control weaknesses or

failures, or unethical behaviour. The CECO also has

quarterly meetings with the Group’s external auditors.

Subsea7 has commissioned reports on the design and

effective implementation of the programme from expert

independent assurance providers. Between 2016 and 2023

the assessment was performed by GoodCorporation™.

Since then, the design of the group-wide programme and

itsimplementation across Subsea7’s business has been

certified to ISO 37001:2016. The Group’s objective is to

maintain this certification via a rolling programme of audits

across a large sample of the Group’s sites. The certification

was maintained at the end of 2025 as a result of the audits

conducted by EuroCompliance in accordance with that plan.

Culture and values

The Group’s Business Ethics Programme is underpinned

bythe Group’s culture and Values as described in the in the

section ‘Corporate culture and business conduct policies

(ESRS G1-1)’ on page 116.

Subsea 7 S.A. | Annual Report 2025

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Metrics and targets

Confirmed incidents of corruption or bribery

(ESRSG1-4)

Allegations or suspicions reported or detected via Safecall

orinternal channels are reported to the Group’s CECO, who

records them in a case management system and oversees

their investigation in accordance with the Group’s

Investigations Principles and Procedures. Subsea7 is

therefore able to disclose how many cases that could,

ifsubstantiated, comprise active or passive bribery or

corruption. For every case, Subsea7 tracks the outcome,

including any potential control enhancements and disciplinary

sanctions. If the Group believed that an employee may have

committed a bribery or corruption offence, then there is a

presumption that Subsea7 would refer the employee to the

relevant law enforcement authorities. Subsea7 is not aware

of any employees being convicted or fined during 2025 for

acorruption or bribery offence, whether pursuant to such a

referral or otherwise, for example, if an employee committed

an offence other than in connection with their work for the

Group, or of which Subsea7 was otherwise unaware.

Any convictions or fines imposed on the Group would

bereported to the Oslo Stock Exchange and relevant

regulators. During 2025, there were no such convictions

orfines, nor any public legal cases relating to bribery or

corruption brought against the Group.

Table 4-4 summarises all allegations or suspicions of

corrupt behaviour that were investigated during 2025

and2024, including the outcome and any remedial or

disciplinary actions taken.

Table 4-4 – Incidents of corrupt behaviour

Category

Incidents

(2025)

Incidents

(2024)

Number of confirmed incidents of

corruption or bribery

Number of confirmed incidents in which

own workers were dismissed or

disciplined for corruption- or bribery-

related incidents

Number of confirmed incidents relating

to contracts with business partners that

were terminated or not renewed due to

violations related to corruption or bribery

1. Procurement fraud

2. 1 substantiated passive bribery case (supplier kickbacks), and 1

substantiated expenses fraud case

3. The two substantiated cases referred to above each resulted in

dismissals

4. The passive bribery case referred to above resulted in the supplier’s

contract being terminated.

Political influence and lobbying activities

(ESRSG1-5)

The Group has a procedure for recording financial or

in-kind political contributions within its accounting records,

although the Group’s policy is not to make any contributions

of this kind. There is no defined methodology for estimating

the monetary value of any in-kind political contributions and

none were made during 2025.

In 2025, Subsea7 became a member of the International

Association of Oil & Gas Producers (or IOGP) European

Committee, which engages in lobbying activities, and

continued its membership in International Marine

Contractors Association (or IMCA), an organisation that

also initiated lobbying efforts in 2025. IOGP comprises

over90 active members, and IMCA has over 800 members,

therefore the lobbying activities of those organisations

arenot a direct representation of the Group’s position.

Participation in these industry associations is subject to

review and oversight by Subsea7’s Executive Committee.

The Group’s lobbying activities focus on regulatory and

safety standards relevant to offshore energy operations,

aligning with Subsea7’s material impacts, risks, and

opportunities identified in its materiality assessment.

Subsea7’s position emphasises promoting safe, sustainable

and efficient practices within the offshore sector, ensuring

alignment with environmental and social governance

objectives. The Group is not registered in any EU Member

State or EU State transparency register.

During 2025, no members of Subsea7’s administrative,

management or supervisory bodies held a comparable

position in public administration, including regulators, in

thetwo years preceding such appointment. For further

information on both political influence and lobbying activities

addressed in the Group’s ABAC Policy, refer to the section

‘Code of Conduct and clear policies’ on page 118.

Payment practices (ESRS G1-6)

Subsea7’s standard payment terms are 45 days for

suppliers globally, and approximately 40% of invoices

cleared for payment in 2025 were contracted on these

terms, similar to 2024.

However, reduced payment terms apply in the

followinginstances:

For certain material and service groups (MSGs), for

example, port services, vessel charter parties and travel

providers who have payment terms shorter than 30 days.

Where there are regional payment practices, for example,

inthe Netherlands, under Dutch law, large companies, such

as Subsea7 must pay small and medium enterprises (SMEs)

within 30 days of receipt of the invoice.

As Subsea7 recognises the importance of cash flow to

suppliers, 30-day terms are applied for small companies

(typically with a headcount below 50 and turnover or a

balance sheet below EUR10m).

The Group wholly owned subsidiary Xodus sets their

payment terms at 30 days as standard.

Metrics on contracted terms with suppliers, relating to invoices

cleared for payment in 2025 (excluding Xodus data):

• Shorter than 30 days – 2025: approximately 25%

similarto 2024

• 30 day terms or less – 2025: over 50%; 2024: over 60%.

The reduction from 2024 is likely due to a change in

criteria as to when 30 days is applicable.

The overall average time for Subsea7 to pay invoices

decreased from 42 days in 2024 to 40 days in 2025.

For the Group’s UK entities that meet at least two of the

following characteristics: annual revenue of GBP36 million,

total assets of GBP18 million or 250 employees, Subsea7

submits half-yearly payment practice reports, which can be

accessed on https://www.gov.uk/check-when-businesses-

pay-invoices.

Instances where supplier invoices are due and outstanding

for significant periods are typically managed and resolved at

a project level. During 2025, no suppliers commenced legal

proceedings against Subsea7 for late payment of invoices.

Subsea 7 S.A. | Annual Report 2025

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SUSTAINABILITY STATEMENTS CONTINUED

Appendix

Disclosure requirements and incorporation by reference tables

Legend

SR Strategic Report REM Remuneration Report SUS Sustainability Statements

GOV Governance CFS Consolidated Financial Statements

Table A1: Cross-cutting standards ESRS2

ESRS 2 General disclosures Section/report Page

BP-1 General basis for the preparation of the sustainability statement SUS 73

BP-2 Disclosures in relation to specific circumstances SUS 73

GOV-1 The role of the administrative, management and supervisory bodies GOV 73

GOV-2

Information provided to and sustainability matters addressed by the undertaking’s

administrative, management and supervisory bodies

SUS 74

GOV-3 Integration of sustainability-related performance in incentive schemes REM 74

GOV-4 Statement on sustainability due diligence SUS 74

GOV-5 Risk management and internal controls over sustainability reporting SUS 74

SBM-1 Sustainability in our strategy, business model and value chain SR, SUS 75

Strategy, business model and value chain (headcount by country) SUS 105

Strategy, business model and value chain (breakdown of revenue) CFS 166

SBM-2 Interests and views of our stakeholders SUS 77

SBM-3 Material impacts, risks and opportunities (IROs) SUS 78

IRO-1 Materiality assessment SUS 79

IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement SUS 80

Table A2: Topical standards ESRS E1

ESRS E1 Climate change Section/report Page

ESRS 2

GOV-3

Integration of sustainability-related performance in incentive scheme SUS 74

E1-1 Transition plan for climate change mitigation SUS 88

ESRS 2

SBM-3

Resilience of the strategy and business model(s) SUS 88

ESRS 2

IRO-1

Processes to identify and assess material climate-related impacts, risks and opportunities SUS 89

E1-2 Policies related to climate change mitigation and adaptation SUS 91

E1-3 Actions and resources in relation to climate change policies SUS 91

E1-4 Targets related to climate change mitigation and adaptation SUS 92

E1-5 Energy consumption and mix SUS 93

E1-6 Gross Scopes 1, 2, 3 and total GHG emissions SUS 94

E1-7 GHG removals and GHG mitigation projects financed through carbon credits SUS 96

E1-8 Internal carbon pricing SUS 96

E1-9

Potential financial effects from material physical and transition risks and potential climate-

related opportunities

SUS 96

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122

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Table A3: Topical standards ESRS S1

ESRS S1 Own workforce Section/report Page

ESRS 2

SBM-2

Interests and views of stakeholders SUS 97

ESRS 2

SBM-3

Material impacts, risks and opportunities and their interaction with strategy and business model SUS 98

S1-1 Policies related to own workforce SUS

98-

103

S1-2 Processes for engaging with own workers and workers’ representatives about impacts SUS 99

S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns SUS 99

S1-4

Taking action on material impacts on own workforce, and approaches to managing material risks

and pursuing material opportunities related to own workforce, and effectiveness of those actions

SUS

100-

107

S1-5

Targets related to managing material negative impacts, advancing positive impacts,

and managing material risks and opportunities

SUS

101-

107

S1-6 Characteristics of the undertaking’s employees SUS

104-

108

S1-7 Characteristics of non-employees in the undertaking’s own workforce SUS 108

S1-8 Collective bargaining coverage and social dialogue SUS 108

S1-9 Diversity indicators SUS 106

S1-10 Adequate wages SUS 101

S1-11 Social protection SUS 108

S1-12 Persons with disabilities SUS 108

S1-13 Training and skills development metrics SUS 108

S1-14 Health and safety metrics SUS 103

S1-15 Work-life balance metrics SUS 108

S1-16 Compensation indicators (pay gap and total compensation) SUS 101

S1-17 Incidents, complaints and severe human rights impacts SUS 101

Table A4: Topical standards ESRS S2

ESRS S2 Workers in the value chain Section/report Page

ESRS 2

SBM-2

Interests and views of our stakeholders SUS 109

ESRS 2

SBM-3

Material impacts, risks and opportunities and their interaction with strategy and

businessmodel(s)

SUS 109

S2-1 Policies related to value chain workers SUS 109

S2-2 Processes for engaging with value chain workers about impacts SUS 110

S2-3

Processes to remediate negative impacts and channels for value chain workers

to raise concerns

SUS 111

S2-4

Taking action on material impacts on value chain workers, and approaches to managing

material risks and pursuing material opportunities related to value chain workers,

and effectiveness of those actions

SUS 112

S2-5

Targets related to managing material negative impacts, advancing positive impacts,

and managing material risks and opportunities

SUS 114

Subsea 7 S.A. | Annual Report 2025

123

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

93Table A5: Topical standards ESRS G1

ESRS G1 Business conduct Section/report Page

ESRS 2,

GOV-1

The role of the administrative, management and supervisory bodies SUS 115

ESRS 2,

IRO-1

Description of the processes to identify and assess material impacts, risks and opportunities SUS 115

G1-1 Corporate culture and business conduct policies SUS 116

G1-2 Management of relationships with suppliers SUS 115

G1-3 Prevention and detection of corruption and bribery SUS 117

G1-4 Incidents of corruption or bribery SUS 121

G1-5 Political influence and lobbying activities SUS 121

G1-6 Payment practices SUS 121

Datapoints that derive from other EU legislation

Legend

GOV – Governance SBM – Strategy and Business Model

SFDR – Sustainable Finance

Disclosure Regulation

EUCL – EU Climate Law P3 – EBA Pillar 3 disclosure requirements

BRR – Climate Benchmark

Standards Regulation

Table A6: Datapoints that derive from other EU legislation

Disclosure requirement Data point Legislation Page

ESRS 2, GOV-1 21 (d) Board’s gender diversity SFDR/BRR 48

Percentage of board members who are independent BRR 48

ESRS 2, GOV-4 30 Statement on due diligence SFDR 127

ESRS 2, SBM-1 40 (d) (i) Involvement in activities related to fossil fuel activities

SFDR/P3/

BRR

40 (d) (ii) Involvement in activities related to chemical production SFDR/BRR

40 (d) (iii) Involvement in activities related to controversial weapons SFDR/BRR

40 (d) (iv)

Involvement in activities related to cultivation and production

of tobacco

BRR

ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 EUCL 88

16 (g) Undertakings excluded from Paris-aligned benchmarks P3/BRR

ESRS E1-4 34 GHG emission reduction targets

SFDR/P3/

BRR

ESRS E1-5 38

Energy consumption from fossil sources disaggregated by

sources (only high climate impact sectors

SFDR 93-94

37 Energy consumption and mix SFDR

40-43

Energy intensity associated with activities in high climate

impact sectors

SFDR

ESRS E1-6 44 Gross scope 1, 2, 3, and total GHG emissions

SFDR/P3/

BRR

53-55 Gross GHG emissions intensity

SFDR/P3/

BRR

ESRS E1-7 56 GHG removals and carbon credits EUCL 96

Subsea 7 S.A. | Annual Report 2025

124

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Disclosure requirement Data point Legislation Page

ESRS E1-9 66

Exposure of the benchmark portfolio to climate-related

physicalrisks

BRR 96

66 (a); 66

(c)

Disaggregation of monetary amounts by acute and chronic

physical risk; location of significant assets at material

physicalrisk

P3/BRR 96

ESRS E1-9 67 (c)

Breakdown of the carrying value of its real estate assets by

energy-efficiency classes

Degree of exposure of the portfolio to climate-

relatedopportunities

BRR 96

ESRS E2-4 28

Amount of each pollutant listed in annex II of the E-PRTR

regulation emitted to air, water, and soil

SFDR n/a

ESRS E3-1 9 Water and marine resources SFDR

13 Dedicated policy SFDR n/a

14 Sustainable oceans and seas SFDR

ESRS E3-4 28 (c) Total water recycled and reused SFDR

29 Total water consumption in m

per net revenue on ownoperations SFDR n/a

ESRS E4,

SBM-3

16 (a) (i) Activities negatively affecting biodiversity-sensitive areas SFDR n/a

(ESRS2) 16 (b) Land degradation, desertification, or soil sealing SFDR

16 (c) Threatened species SFDR

ESRS E4-2 24 (b) Sustainable land/agriculture practices or policies SFDR

24 (c) Sustainable oceans/seas practices or policies SFDR n/a

24 (d) Policies to address deforestation SFDR

ESRS E5-5 37 (d) Non-recycled waste SFDR 97

39 Hazardous waste and radioactive waste SFDR-

ESRS S1, SBM-3 14 (f) Risk of incidents of forced labour SFDR

(ESRS 2) 14 (g) Risk of incidents of child labour SFDR 97

ESRS S1-1 20 Human rights policy commitment SFDR

Due diligence policies on issues addressed by the fundamental

International Labour Organisation Conventions 1 to 8

BRR

98-101

Processes and measures for preventing trafficking in

humanbeings

SFDR

23 Workplace accident prevention policy or management system SFDR

ESRS S1-3 32 (c) Grievance/complaints-handling mechanisms SFDR 102

ESRS S1-14

88 (b)

and (c)

Number of fatalities and number and rate of work-

relatedaccidents

SFDR/BRR 103

88 (e) Number of days lost to injuries, accidents, fatalities, or illness SFDR

ESRS S1-16 97 (a) Unadjusted gender pay gap SFDR/BRR 101

97 (b) Excessive CEO pay ratio SFDR

ESRS S1-17 103 (a) Incidents of discrimination SFDR

104 (a)

Non-respect of UNGPs on Business & Human Rights,

ILOprinciples, or OECD guidelines

SFDR/BRR 101

Subsea 7 S.A. | Annual Report 2025

125

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

Disclosure requirement Data point Legislation Page

ESRS S2, SBM-3

(ESRS 2)

11 (b) Significant risk of child labour or forced labour in the value chain SFDR 111

ESRS S2-1 17 Human rights policy commitments SFDR 109

18 Policies related to value chain workers SFDR

Non-respect of UNGPs on Business & Human Rights,

ILOprinciples, or OECD guidelines

SFDR/BRR

Due diligence policies on issues addressed by the fundamental

International Labour Organisation Conventions 1 to 8

BRR

ESRS S2-4 36

Human rights issues and incidents connected to its upstream

and downstream value chain

SFDR 111-112

ESRS S3-1 16 Human rights policy commitments SFDR n/a

Non-respect of UNGPs on Business & Human Rights,

ILOprinciples, or OECD guidelines

SFDR/BRR

ESRS S3-4 36 Human rights issues and incidents SFDR n/a

ESRS S4-1 16 Policies related to consumers and end-users SFDR n/a

Non-respect of UNGPs on Business and Human Rights

andOECD guidelines

SFDR/BRR

ESRS S4-4 45 Human rights issues and incidents SFDR n/a

ESRS G1-4 10 (b) United Nations Convention against Corruption SFDR

10 (d) Protection of whistleblowers SFDR 120-121

ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws SFDR/BRR 120-21

24 (b) Standards of anti-corruption and anti-bribery SFDR

Statement on sustainability due diligence

Table A7: statement on sustainability due diligence

Core elements of due diligence Paragraphs and pages in the Sustainability Statements or Management Report

Embedding sustainability due diligence in governance,

strategyand business model

Governance – page 48

Board of Directors and Executive Management Team –

pages 48 and 50-53 respectively

Engaging with affected stakeholders Table 1-2 pages 77-78

Identifying and assessing adverse impacts

Table 2-6 page 90 (ESRS E1)

Table 3-1 page 97 (ESRS S1)

Table 3-12 page 111 (ESRS S2)

Table 4-1 page 116 (ESRS G1)

Taking action to address those adverse impacts

For ESRS E1 – page 88, 91-92

For ESRS S1 – pages 100, 112-114

For ESRS S2 – page 111

For ESRS G1 – pages 117-118

Tracking the effectiveness of these efforts and communicating

For ESRS E1 – page 89, 92

For ESRS S1 – pages 101-102

For ESRS S2 – page 114

For ESRS G1 – page 121

SUSTAINABILITY STATEMENTS CONTINUED

Subsea 7 S.A. | Annual Report 2025

126

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

LIMITED ASSURANCE

REPORT ON SUSTAINABILITY

INFORMATION

To the Board of Directors

Subsea 7 S.A.

412F, route d’Esch

L-1471 Luxembourg

Limited Assurance Conclusion

We have conducted a limited assurance engagement on the

Sustainability Statement of Subsea 7 S.A. (the “Company”),

included in section “Sustainability Statements” of the

Annual Report (the “Sustainability Statement”), for the year

ended December 31, 2025.

Based on the procedures we have performed and the

evidence we have obtained, nothing has come to our

attention that causes us to believe that the accompanying

Sustainability Statement is not prepared, in all material

respects, in accordance with articles 29(a) of the EU

Directive 2013/34/EU (“the Directive”) including:

• compliance with the European Sustainability Reporting

Standards (“ESRS”), including that the process carried

out by the Company to identify the information reported

(the “Process”) is in accordance with the description set

out in note ESRS 2 IRO-1

• compliance of the disclosures in “EU Taxonomy”

withintheenvironmental section of the Sustainability

Statementwith Article 8 of EU Regulation 2020/852

(the“Taxonomy Regulation”)

• prepared taking into consideration the Delegated

Regulation (EU) 2025/1416.

Basis for Limited Assurance Conclusion

We conducted our limited assurance engagement in

accordance with International Standard on Assurance

Engagements 3000 (revised) (“ISAE 3000”), Assurance

Engagements Other Than Audits or Reviews of Historical

Financial Information, established by the International

Auditing and Assurance Standards Board (“IAASB”) as

adopted for Luxembourg by the Institut des Réviseurs

d’Entreprises (“IRE”).

We believe that the evidence we have obtained is

sufficientand appropriate to provide a basis for our

conclusion. Our responsibilities under this standard are

further described in the réviseur d’entreprises section of

our report.

Our Independence and Quality

Management

We have complied with the independence and other

ethicalrequirements of the International Code of Ethics

forProfessional Accountants, including International

Independence Standards, issued by the International

EthicsStandards Board for Accountants (IESBA Code)

asadopted for Luxembourg by the “Commission de

Surveillance du Secteur Financier” (CSSF), which is

founded on fundamental principles of integrity, objectivity,

professional competence and due care, confidentiality and

professional behaviour.

Our firm applies International Standard on Quality

Management (”ISQM”) 1, Quality Management for Firms

thatPerform Audits or Reviews of Financial Statements,

orOther Assurance or Related Services Engagements,

asadopted for Luxembourg by the CSSF, which requires

the firm to design, implement and operate a system

ofquality management, including policies or procedures

regarding compliance with ethical requirements, professional

standards and applicable legal and regulatory requirements.

Responsibilities of the Board of Directors

for the Sustainability Statement

The Board of Directors of the Company is responsible

fordesigning, implementing and maintaining a process

toidentify the information reported in the Sustainability

Statement in accordance with the ESRS and for disclosing

this Process in note IRO-1 of the sustainability statements.

This responsibility includes:

• understanding the context in which the Subsea 7’s

activities and business relationships take place and

developing an understanding of its affected stakeholders;

• the identification of the actual and potential impacts

(bothnegative and positive) related to sustainability

matters, as well as risks and opportunities that affect,

orcould reasonably be expected to affect, the entity’s

financial position, financial performance, cash flows,

access to finance or cost of capital over the short-,

medium-, or long-term;

• assessment of the materiality of the identified impacts,

risks and opportunities related to sustainability matters by

selecting and applying appropriate thresholds; and

• making assumptions that are reasonable in

thecircumstances.

Subsea 7 S.A. | Annual Report 2025

127

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUSTAINABILITY STATEMENTS CONTINUED

The Board of Directors of the Company is further

responsible for the preparation of the Sustainability

Statement in accordance with the article 29(2) of the

EUDirective 2013/34/EU, which includes the information

identified by the Process, including:

• compliance with the ESRS;

• preparing the disclosures in “EU Taxonomy” within the

environmental section of the Sustainability Statement,

incompliance with Article 8 of EU Regulation 2020/852

(the “Taxonomy Regulation”);

• designing, implementing and maintaining such internal

control that Board of Directors determines is necessary

to enable the preparation of the Sustainability Statement

that is free from material misstatement, whether due to

fraud or error; and

• the selection and application of appropriate sustainability

reporting methods and making assumptions and

estimates that are reasonable in the circumstances.

Inherent limitations in preparing the

Sustainability Statement

In reporting forward looking information in accordance with

ESRS, the Board of Directors of the Company is required

toprepare the forward looking information on the basis of

disclosed assumptions about events that may occur in the

future and possible future actions by the Company. Actual

outcome is likely to be different since anticipated events

frequently do not occur as expected.

In determining the disclosures in the Sustainability

Statement, the Board of Directors of the Company

interprets undefined legal and other terms. Undefined

legaland other terms may be interpreted differently,

including the legal conformity of their interpretation

and,accordingly, are subject to uncertainties.

Responsibility of the Réviseur d’entreprises

Our responsibility is to plan and perform the assurance

engagement to obtain limited assurance about whether

theSustainability Statement is free from material

misstatement, whether due to fraud or error, and to issue

alimited assurance report that includes our conclusion.

Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate,

theycould reasonably be expected to influence decisions

ofusers taken on the basis of the Sustainability Statement

as a whole.

As part of a limited assurance engagement in accordance

with ISAE 3000, we exercise professional judgement and

maintain professional scepticism throughout the engagement.

Our responsibilities in respect of the Sustainability

Statement, in relation to the Process, include:

• Performing risk assessment procedures, including

obtaining an understanding of internal control relevant

tothe engagement, to identify risks that the process to

identify the information reported in the Sustainability

Statement does not address the applicable requirements

of the ESRS, but not for the purpose of providing a

conclusion on the effectiveness of the Process, including

the outcome of the Process.

• Designing and performing procedures to evaluate

whether the Process to identify the information reported

in the Sustainability Statement is consistent with the

Company’s description of its Process, as disclosed in

note ESRS 2 IRO-1.

Our other responsibilities in respect of the Sustainability

Statement include:

• Performing risk assessment procedures, including

obtaining an understanding of internal control relevant to

the engagement, to identify where material misstatements

are likely to arise, whether due to fraud orerror, but not

for the purpose of providing a conclusion on the

effectiveness of the Company’s internal control; and

• Designing and performing procedures responsive to

where material misstatements are likely to arise in the

Sustainability Statement. The risk of not detecting a

material misstatement resulting from fraud is higher

thanfor one resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

The procedures performed in a limited assurance

engagement vary in nature and form, and are less in

extentthan for, a reasonable assurance engagement.

Consequently, the level of assurance obtained in a limited

assurance engagement is substantially lower than the

assurance that would have been obtained had a reasonable

assurance engagement been performed.

Subsea 7 S.A. | Annual Report 2025

128

GOVERNANCE

SUSTAINABILITY STATEMENTS

STRATEGIC REPORT

Summary of the work performed

A limited assurance engagement involves performing

procedures to obtain evidence about the Sustainability

Statement. The procedures performed in a limited

assurance engagement vary in nature and form, and

areless in extent than for, a reasonable assurance

engagement. Consequently, the level of assurance obtained

in a limited assurance engagement is substantially lower

than the assurance that would have been obtained had

areasonable assurance engagement been performed.

The nature, timing and extent of procedures selected

depend on professional judgement, including identification

of disclosures where material misstatements are likely to

arise in the Sustainability Statement, whether due to fraud

or error.

In conducting our limited assurance engagement, with respect

of the Process, we:

• Obtained an understanding of the Process by

• performing inquiries to understand the sources of

theinformation used by management (e.g., stakeholder

engagement, business plans and strategy

documents);and

• reviewing the Company’s internal documentation of its

Process; and

• Evaluated whether the evidence obtained from our

procedures about the Process implemented by the

Company was consistent with the description of the

Process set out in note ESRS 2 IRO- 1.

In conducting our limited assurance engagement, with

respect to the Sustainability Statement, we:

• Obtained an understanding of the Company’s reporting

processes relevant to the preparation of its Sustainability

Statement by conducting interviews with the Company’s

key personnel;

• Evaluated whether all information identified by the

Process to identify the information reported in the

Sustainability Statement is included in the Sustainability

Statement;

• Evaluated whether the structure and the presentation of

the Sustainability Statement is in accordance with the ESRS;

• Performed inquires of relevant personnel and

analyticalprocedures on selected disclosures in

theSustainability Statement;

• Performed substantive assurance procedures based

onasample basis on selected disclosures in the

Sustainability Statement;

• Compared selected disclosures in the Sustainability

Statement with the corresponding disclosures in the

financial statements and Annual report;

• Evaluated the methods assumptions and data for

developing estimates and forward looking information;

• Obtained an understanding of the process to identify

taxonomy-eligible and taxonomy-aligned economic

activities and the corresponding disclosures in the

Sustainability Statement;

Other information

The Board of Directors of the Company is responsible for

the other information. The other information comprises

theStrategic Report, Governance, Consolidated Financial

Statements, Subsea 7 S.A. Financial Statements, Other

information included in the consolidated Company’s 2025

Annual report but does not include the Sustainability

Information and our assurance report thereon.

Our conclusion on the Sustainability Statement does

notcover the other information and we do not express

anyformof assurance conclusion thereon.

In connection with our limited assurance engagement on

the Sustainability Statement, our responsibility is to read the

other information identified above and, in doing so, consider

whether the other information is materially inconsistent with

the Sustainability Statement or our knowledge obtained in

the limited assurance engagement, or otherwise appears

tobe materially misstated. If, based on the work we

haveperformed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Emmanuel Mareschal

Luxembourg, 25 February 2026

Subsea 7 S.A. | Annual Report 2025

129

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

FINANCIAL REVIEW

Financial Review

Page

Management Report for Subsea7 Group (the Group)

131

Management Report for Subsea 7 S.A. (the Company)

137

Subsea 7 S.A. | Annual Report 2025

130

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Management Report for Subsea7 Group (the Group)

Financial highlights

At a glance

x Full year Adjusted EBITDA of $1,480 million, up 36% on the prior year, equating to a margin of 21%

x Free cash flow generation in 2025 of $1.2 billion resulting in net cash of $21 million including lease liabilities of $365 million

x Dividend of NOK 13.00 per share, equating to approximately $400 million and payable in one instalment in May 2026

x High-quality backlog of $13.8 billion including $6.9 billion for execution in 2026, providing high revenue visibility on the

next twelve months. A backlog of $4.3 billion for execution in 2027, up 27% compared with the prior year equivalent

x Guidance for full year 2026 reaffirmed, with revenue expected to be within a range of $7.0 billion to $7.4 billion, with

Adjusted EBITDA margin of approximately 22%

(a) For explanations and reconciliations of Adjusted EBITDA, Adjusted EBITDA margin, Backlog, Book-to-bill ratio and Net cash/(debt) refer to the

‘Alternative Performance Measures’ section on page 211.

(b) For the explanation and a reconciliation of diluted earnings per share refer to Note 11 ‘Earnings per share’ to the Consolidated Financial Statements.

2025 Summary

Revenue was $7.1 billion, up 4% from 2024. Adjusted EBITDA of $1,480 million equated to a margin of 21%, up from 16%

in 2024. After depreciation, amortisation and impairment charges of $710 million, net operating income was $771 million,

equating to 11% of revenue, up from 7% in 2024. After net foreign exchange losses of $84 million, net finance costs of

$65 million and an effective tax rate of 35%, net income was $404 million.

The Subsea and Conventional business unit achieved its fifth consecutive year of growth with revenue rising by 5% to

$5.8 billion in 2025 and an Adjusted EBITDA margin of 23%, up from 16% in 2024. The Renewables business unit also

reported solid results marking a third year of progress, with growth in Adjusted EBITDA of 9% and a margin of 17%, up from

15% last year.

Net cash generated from operating activities was $1,471 million, including a $234 million favourable movement in net working

capital. Net cash used in investing activities was $214 million, including $281 million related to purchases of property, plant

and equipment. Net cash used in financing activities was $874 million including dividend payments of $376 million and lease

payments of $292 million. During the year, cash and cash equivalents increased by $394 million to $970 million.

At 31 December 2025, backlog was $13.8 billion. Full year order intake was $9.0 billion comprising new awards of $7.0 billion

and escalations of $2.0 billion resulting in a book-to-bill ratio of 1.3 times.

During the year the Company paid dividends of $376 million, equivalent to NOK 13.00 per share.

In $ millions, except Adjusted EBITDA margin and per share data

2025

31 Dec

2024

31 Dec

Revenue

7,086 6,837

Adjusted EBITDA

(a)

1,480 1,090

Adjusted EBITDA margin

(a)

21% 16%

Net operating income

771 446

Net income

404 217

Earnings per share – in $ per share

Basic

1.39 0.68

Diluted

(b)

1.38 0.67

At (in $ millions)

2025

31 Dec

2024

31 Dec

Backlog

(a)

13,769 11,175

Book-to-bill ratio

(a)

1.3x 1.2x

Cash and cash equivalents

970 575

Borrowings

(584) (722)

Net cash/(debt) excluding lease liabilities

(a)

386

(147)

Net cash/(debt) including lease liabilities

(a)

(602)

Subsea 7 S.A. | Annual Report 2025

131

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

FINANCIAL REVIEW

CONTINUED

Commitment to shareholder returns

At the Annual General Meeting on 12 May 2026, the Board of Directors will propose a dividend of NOK 13.00 per share,

equating to approximately $400 million, payable in May 2026. This is equivalent to an approximate dividend yield of 5%.

Outlook

While regulatory clearance for the proposed merger with Saipem S.p.A. is still in progress, management remains firmly

committed to delivering ongoing projects to clients and continuing to secure new high-quality contracts.

With a robust backlog of nearly $14 billion, there is high visibility on anticipated revenue for 2026 of approximately $7.0 billion

to $7.4 billion. Management expects the Adjusted EBITDA margin to continue to improve and reach approximately 22% in

2026. With a disciplined approach to reinvestment, management expects capital expenditure of $350 million to $380 million

in 2026, yielding another year of significant cash generation.

Overall, management are confident that the resilience of the energy market, combined with the Group's differentiated

offering and strong track record of delivery, continues to position Subsea7 for success.

Income statement

Revenue

Revenue for the year ended 31 December 2025 was $7.1 billion, an increase of $249 million or 4% compared to the prior

year. The increase was due to higher activity levels in the Subsea and Conventional business unit with continued strong

demand for the Group’s services within the offshore oil and gas sector.

Adjusted EBITDA

Adjusted EBITDA was $1.5 billion, an increase of $390 million or 36% compared to the year ended 31 December 2024,

resulting in an Adjusted EBITDA margin of 21% compared to 16% in the prior year. The year-on-year increase was driven

by higher Adjusted EBITDA in both the Subsea and Conventional and Renewables business units reflecting high activity

levels and the execution of projects awarded at improved margins.

Net operating income

Net operating income was $771 million compared to $446 million in the prior year. Net operating income for the year ended

31 December 2025 was mainly driven by:

x net operating income of $762 million in the Subsea and Conventional business unit compared to $404 million in the year

ended 31 December 2024. The year-on-year increase in profitability was mainly driven by higher activity levels and the

execution of projects awarded at improved margins;

x net operating income of $75 million in the Renewables business unit compared to net operating income of $53 million

in the prior year

partly offset by:

x net operating loss of $67 million in the Corporate business unit.

Net income

Net income was $404 million compared to $217 million in the prior year. The year-on-year improvement of $188 million was

mainly driven by:

x an increase in net operating income of $325 million;

x net finance costs of $65 million for the year ended 31 December 2025, compared with net finance costs of $77 million in

the prior year

partly offset by:

x net loss within other gains and losses of $84 million, driven by losses on non-cash foreign exchange, compared to net

loss within other gains and losses of $1 million for the year ended 31 December 2024, driven by non-cash foreign

exchange gains partly offset by losses on foreign exchange; and

x taxation of $218 million, equivalent to an effective tax rate of 35%, compared to taxation of $152 million in the prior year,

equivalent to an effective tax rate of 41%.

Earnings per share

Diluted earnings per share was $1.38 compared to $0.67 in the year ended 31 December 2024, calculated using a weighted

average number of shares of 298 million and 300 million, respectively.

Subsea 7 S.A. | Annual Report 2025

132

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Business unit highlights

For the year ended 31 December 2025

(in $ millions) Unaudited

Subsea and

Conventional Renewables Corporate Total

Revenue

Fixed-price projects

4,974.0 1,214.1 18.8 6,206.9

Day-rate projects

785.6 – 93.8 879.4

5,759.6 1,214.1 112.6 7,086.3

Net operating income/(loss)

762.0 75.3 (66.6) 770.7

Finance income

22.8

Other gains and losses

(84.4)

Finance costs

(87.3)

Income before taxes

621.8

Adjusted EBITDA

(a)

1,304.5 201.6 (25.7) 1,480.4

Adjusted EBITDA margin

(a)

22.6% 16.6% (22.8%) 20.9%

For the year ended 31 December 2024

(in $ millions) Unaudited

Subsea and

Conventional Renewables Corporate Total

Revenue

Fixed-price projects

4,815.1 1,190.8 16.8 6,022.7

Day-rate projects

684.9 41.6 87.8 814.3

5,500.0 1,232.4 104.6 6,837.0

Net operating income/(loss)

403.5 53.4 (11.4) 445.5

Finance income

24.4

Other gains and losses

(0.5)

Finance costs

(101.2)

Income before taxes

368.2

Adjusted EBITDA

(a)

897.3 185.0 7.8 1,090.1

Adjusted EBITDA margin

(a)

16.3% 15.0% 7.5% 15.9%

(a) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted

EBITDA margin refer to the ‘Alternative Performance Measures’ section on page 211.

Business unit highlights

Subsea and Conventional

Revenue for the year ended 31 December 2025 was $5.8 billion, an increase of $260 million compared to the prior year.

During the year, CLOV 3 (Angola); Barossa (Australia); CRPO-80/81 and Marjan 2 (Saudi Arabia); Murlach (UK); Northern

Lights Phase 1 and Ormen Lange Phase 3 (Norway); Salamanca, Sunspear and Shenandoah (US) neared completion.

Work progressed on Ginger and Zepherus (US); CRPO-153 (Saudi Arabia); Irpa, Skarv Satellites, and Yggdrasil (Norway);

Sakarya phase 2a and phase 3 (Türkiye).

In Brazil, there were high levels of utilisation of the PLSVs. Bacalhau neared completion and work progressed on Mero 3&4,

Búzios 8 and Búzios 9.

Net operating income for the year ended 31 December 2025 was $762 million compared to $404 million in the prior year.

The year-on-year increase reflected the execution of projects awarded at improved margins and the Group’s share of net

income in its associate, OneSubsea, of $33 million.

Renewables

Revenue for the year ended 31 December 2025 was $1.2 billion, flat compared to the prior year.

During the year, Dogger Bank B and Dogger Bank C (UK); He Dreiht (Germany); Revolution (US) and Yunlin and Zhong Neng

(Taiwan) neared completion. Work progressed on Baltyk II & Balytk III Cables (Poland); East Anglia THREE and Inch Cape

(UK); and Hai Long (Taiwan).

Net operating income for the year ended 31 December 2025 was $75 million, an increase of $22 million compared to the

prior year.

Corporate

Revenue, which was mainly driven by Xodus and 4Subsea, was $113 million, compared to $105 million in the prior year. Net operating

loss was $67 million compared to $11 million in the prior year driven mainly by discontinuation costs of an asset related project,

professional fees related to the proposed merger with Saipem S.p.A. and impairment charges of $21 million (2024: $1 million).

Subsea 7 S.A. | Annual Report 2025

133

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

FINANCIAL REVIEW

CONTINUED

Vessel utilisation and fleet

Vessel utilisation for the year ended 31 December 2025 was 84% compared with 86% for the prior year.

Backlog

At 31 December 2025, backlog was $13.8 billion. Full year order intake was $9.0 billion comprising new awards of $7.0 billion

and escalations of $2.0 billion resulting in a book-to-bill ratio of 1.3 times.

$11.7 billion of backlog related to the Subsea and Conventional business unit (which included $1.3 billion related to long-term

day-rate contracts for PLSVs in Brazil) and $2.1 billion related to the Renewables business unit. $6.9 billion of the backlog is

expected to be executed in 2026, $4.3 billion in 2027 and $2.6 billion in 2028 and thereafter. Backlog related to associates

and joint ventures is excluded from these amounts.

Cash flow

Cash flow statement

Cash and cash equivalents were $970 million at 31 December 2025, an increase of $394 million in the year. The movement in

cash and cash equivalents was mainly attributable to:

x net cash generated from operating activities of $1.5 billion, which included a favourable movement of $234 million in net

working capital

partly offset by:

x net cash used in investing activities of $214 million, comprising $281 million related to purchases of property, plant and equipment

and intangible assets partly offset by $41 million dividends received from the Group’s associate, OneSubsea; and

x net cash used in financing activities of $874 million, which included $376 million related to dividends paid to the

shareholders of the parent company, payments related to lease liabilities of $292 million and net repayment of borrowings

of $139 million.

Free cash flow

During the year, the Group generated free cash flow of $1.2 billion (2024: $583 million) which is defined as net cash generated

from operating activities of $1.5 billion (2024: $931 million) less purchases of property, plant and equipment and intangible

assets of $281 million (2024: $349 million).

Balance sheet at 31 December 2025

Non-current assets

Non-current assets were $4.9 billion (31 December 2024: $5.2 billion). The decrease of $297 million was largely driven by a

$201 million decrease in property, plant and equipment, of which $94 million was recognised within assets included in a disposal

group classified as held for sale, and a $91 million decrease in right-of-use assets.

Non-current liabilities

Total non-current liabilities were $0.8 billion (31 December 2024: $1.0 billion). The decrease of $184 million was largely driven

by $181 million reclassified to current borrowings in line with repayment schedules.

Net current assets

Current assets were $3.1 billion (31 December 2024: $2.5 billion) and current liabilities were $2.8 billion (31 December

2024: $2.4 billion), resulting in net current assets of $302 million (31 December 2024: $40 million). The increase of $262

million in the period was largely driven by:

x increase in cash and cash equivalents of $394 million;

x increase in trade and other receivables of $173 million;

x assets included as a disposal group classified as held for sale of $165 million, including $121 million reclassified from non-

current assets

partly offset by:

x increase in construction contract liabilities of $309 million; and

x decrease in construction contract assets of $172 million.

Capital Employed

The Group’s capital employed represented by total assets less current liabilities was $5.2 billion (31 December 2024: $5.2 billion).

Equity

Total equity was $4.4 billion (31 December 2024: $4.3 billion). The movement of $150 million was largely driven by net income

of $404 million and net foreign currency translation gains of $103 million, partially offset by dividends of $368 million.

Subsea 7 S.A. | Annual Report 2025

134

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Borrowings, lease liabilities, net cash/(debt), gearing and liquidity at 31 December 2025

Borrowings

The Group’s total borrowings were $584 million (31 December 2024: $722 million). The decrease of $138 million was driven

by scheduled repayments.

A summary of the borrowing facilities available at 31 December 2025 is as follows:

(in $ millions) Total facility Drawn

(a)

Undrawn Maturity Date

Multi-currency revolving credit and guarantee facility

600.0 – 600.0

June 2029

(b)

2021 UK Export Finance (UKEF 2021) facility

225.0 (225.0) –

February 2028

2023 UK Export Finance (UKEF 2023) facility

277.8 (277.8) –

July 2030

(c)

South Korean Export Credit Agency (ECA) facility

86.0 (86.0) –

January 2027

(d)

Total

1,188.8

(588.8) 600.0

(a) Borrowings presented in the Consolidated Balance Sheet are shown net of capitalised fees of $5.4 million, which are amortised over the period of the

respective facility.

(b) The Group’s multi-currency revolving credit and guarantee facility will reduce to $500 million in June 2028 until maturity in June 2029.

(d) 90% of the facility is provided by an Export Credit Agency (ECA) and 10% by commercial banks. The maturity of the ECA tranche is January 2029

and the maturity of the commercial tranche is January 2027.

Lease liabilities

Lease liabilities were $365 million, inclusive of amounts recognised within the disposal group classified as held for sale, a

decrease of $90 million compared to 31 December 2024. The decrease was largely driven by scheduled lease payments

partially offset by increases associated with long-term vessel charters.

Net cash/(debt)

At 31 December 2025:

x net cash (excluding lease liabilities) was $386 million compared to net debt of $147 million at 31 December 2024; and

x net cash (including lease liabilities) was $21 million, compared to net debt of $602 million at 31 December 2024.

Gearing

Gross gearing (borrowings divided by total equity) was 13.1% (31 December 2024: 16.8%).

Liquidity

The Group’s liquidity represented by cash and cash equivalents and undrawn borrowing facilities was $1.6 billion

(31 December 2024: $1.3 billion).

Cash management constraints

The Group operates within a liquidity risk management framework which governs its management of short, medium and long-

term funding and liquidity requirements. The Group manages liquidity risk by ensuring that it has access to sufficient cash,

banking and borrowing facilities. This is achieved by regularly monitoring forecast and actual cash flows and matching the

maturity profiles of financial assets and liabilities where appropriate.

Financial covenant compliance

The Group’s committed borrowing facilities contain financial covenants relating to a maximum level of net debt (excluding

lease liabilities) to Adjusted EBITDA. During the year, all financial covenants were met. The Group expects to be able to comply

with all financial covenants during 2026.

Share repurchase programme

During the year ended 31 December 2025, there were no shares repurchased in accordance with the Group’s share repurchase

programme authorised on 24 July 2019, extended on 19 April 2023. At 31 December 2025, the Group had cumulatively repurchased

15.2 million shares for a total cost of $164 million under this programme. At 31 December 2025, the Group held 3.5 million shares

(31 December 2024: 4.0 million) as treasury shares, representing 1.16% (31 December 2024: 1.33%) of the total number of issued

shares. The extended share repurchase programme expired on 18 April 2025.

Dividend

A dividend of NOK 13.00 per share paid in two equal instalments, was approved by the shareholders of Subsea 7 S.A. at the

Annual General Meeting on 8 May 2025. The first instalment, equivalent to $184 million, was paid on 22 May 2025 and the second

instalment, equivalent to $192 million was paid on 6 November 2025. The Group entered into foreign exchange forward contracts

to mitigate the foreign currency exposure of the dividend. The total net dividend paid, after including the gain on foreign exchange

forward contracts, was $350 million.

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135

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

FINANCIAL REVIEW

CONTINUED

Extraordinary General Meeting

At the Extraordinary General Meeting of Subsea 7 S.A. shareholders on 25 September 2025, the proposed combination between

Subsea 7 S.A. and Saipem S.p.A. was approved. In addition, a dividend for the amount of €450 million, equating to approximately

NOK 18.00 per share, based on the reference date of 25 September 2025, conditional on the completion of the merger, was

approved and a further dividend of €105 million was approved, equating to approximately NOK 4.15 per share, based on the

reference date of 25 September 2025, related to a permitted business divestment in accordance with the merger agreement.

Shareholders

The 20 largest shareholders of the Company, and their beneficial ownership

(a)

as a percentage of the total fully paid and

issued common shares, at 31 December were:

2025 2024

At % %

Siem Industries S.A.

23.6 23.6

Folketrygdfondet

9.2 8.9

Elliott Management Corporation

4.9 4.6

BlackRock Institutional Trust Company, N.A.

3.4 3.5

Storebrand Kapitalforvaltning AS

2.7 2.6

KLP Fondsforvaltning AS

2.5 2.0

The Vanguard Group, Inc.

2.4 2.3

DNB Asset Management AS

2.3 2.5

Alfred Berg Kapitalforvaltning AS

2.0 2.0

SAFE Investment Company Limited

1.9 1.9

Key Group Holdings (Cayman), Ltd.

1.7 1.1

Pareto Asset Management AS

1.6 2.0

Fidelity Management & Research Company LLC

1.4 0.6

Robotti & Company Advisors, LLC

1.1 1.2

ODIN Forvaltning AS

1.0 1.2

DWS Investment GmbH

0.9 0.1

Jupiter Asset Management Ltd.

0.9 –

Dimensional Fund Advisors, L.P.

0.8 0.7

State Street Investment Management (US) (formerly State Street Global Advisors (US))

0.8 0.8

MP Pensjon

0.8 0.8

Total

65.9 62.4

(a) The data is provided by Nasdaq, Inc. and is obtained through an analysis of beneficial ownership and fund manager information. This is provided in

response to disclosure of ownership notices issued to all custodians on the Subsea7 VPS share register. While every reasonable effort has been

made to verify the data, there may be fluctuations as a result of such events as stock lending or other non-institutional stock movements, and

neither Subsea7 nor Nasdaq, Inc. can guarantee the accuracy of the analysis.

Going concern

The Consolidated Financial Statements have been prepared under the assumption of going concern. This assumption is based

on the level of cash and cash equivalents at the year end, the Group’s forecast cash flows, the committed borrowing facilities in

place, and the backlog position at 31 December 2025. Going concern is further disclosed in Note 1 ‘General information’ to the

Consolidated Financial Statements, describing a possible merger between Subsea 7 S.A. and Saipem S.p.A.

Risk management and internal control

The Group’s approach to risk management and internal control is detailed in the Risk Management and Governance sections

on pages 30 to 69. Financial risk management is as described in Note 33 ‘Financial instruments’.

Events after the reporting period

Dividend

At the Annual General Meeting on 12 May 2026, the Board of Directors will propose a dividend of NOK 13.00 per share,

equating to approximately $400 million, payable in May 2026. The proposed dividend comprises an annual dividend equating to

approximately $350 million, subject to approval at the Annual General Meeting, and an interim dividend of approximately $50 million

which was approved by the Board of Directors on 25 February 2026 and will be ratified at the Annual General Meeting.

Subsea 7 S.A. | Annual Report 2025

136

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Management Report for Subsea 7 S.A. (the Company)

Additional information specific to the Unconsolidated Financial Statements of Subsea 7 S.A.

Unconsolidated Financial Statements of Subsea 7 S.A.

The Unconsolidated Financial Statements of Subsea 7 S.A., the ultimate parent company of the Subsea 7 S.A. Group, are

shown on pages 220 to 228. These were prepared in accordance with Luxembourg’s legal and regulatory requirements and

using the going concern basis of accounting.

The loss for the year ended 31 December 2025 was $132.6 million (2024: $69.5 million). The adverse movement in

profitability was mainly driven by value adjustments in respect of financial assets and of investments held as current assets,

which was $88.6 million in 2025 compared to $16.9 million in 2024. It is proposed that the loss of $132.6 million for the year

ended 31 December 2025 be allocated to profit and loss brought forward at 1 January 2026 resulting in a loss to be brought

forward amounting to $132.6 million.

Own shares held

At 31 December 2025, the Company directly held 3.5 million (2024: 4.0 million) own shares at a carrying amount of $60.2 million

(2024: $62.7 million).

Distributable amounts

At 31 December 2025, the Company had distributable amounts, as defined by Luxembourg law, totalling $357.6 million

(2024: $856.0 million). Distributable amounts include share premium account, profit and loss account brought forward and

profit or loss for the year. The year-on-year decrease was mainly due to dividends declared of $368.3 million and the loss

for the financial year of $132.6 million.

Risk management, internal control and corporate governance

The Company’s approach to risk management, internal control and corporate governance is consistent with that applied

to affiliates in the Subsea7 Group and is detailed in the Risk Management and Governance sections on pages 30 to 69.

Financial risk management is described in Note 33 ‘Financial instruments’. Non-financial information required by regulation

is provided on pages 2 to 129.

By order of the Board of Directors of Subsea 7 S.A.

Kristian Siem

Chairman

John Evans

Chief Executive Officer

Subsea 7 S.A. | Annual Report 2025

137

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

SUBSEA 7 S.A.

CONSOLIDATED

FINANCIAL

STATEMENTS

FOR YEAR ENDED

31 DECEMBER 2025

Subsea 7 S.A. | Annual Report 2025

138

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Page

Report of the Réviseur d’Entreprises Agréé

140

Consolidated Income Statement

146

Consolidated Statement of Comprehensive Income

147

Consolidated Balance Sheet

148

Consolidated Statement of Changes in Equity

149

Consolidated Cash Flow Statement

151

Notes to the Consolidated Financial Statements

Page

1. General information

152

2. Adoption of new accounting standards

154

3. Material accounting policies

154

4. Critical accounting judgements and key sources

of estimation uncertainty

163

5. Segment information

165

6. Net operating income

168

7. Other gains and losses

169

8. Finance income and finance costs

170

9. Taxation

170

10. Dividends

173

11. Earnings per share

174

12. Goodwill

174

13. Intangible assets

177

14. Property, plant and equipment

178

15. Right-of-use assets

179

16. Interests in associates and joint arrangements

180

17. Advances and receivables

182

18. Inventories

182

19. Trade and other receivables

182

20. Disposal group classified as held for sale

183

21. Other accrued income and prepaid expenses

183

22. Construction contracts

183

23. Cash and cash equivalents

185

24. Issued share capital

185

25. Treasury shares

185

26. Non-controlling interests

186

27. Borrowings

186

28. Lease liabilities

187

29. Other non-current liabilities

188

30. Trade and other liabilities

188

31. Provisions

188

32. Commitments and contingent liabilities

189

33. Financial instruments

190

34. Related party transactions

204

35. Share-based payments

205

36. Retirement benefit obligations

206

37. Deferred revenue

207

38. Events after the reporting period

207

39. Wholly-owned subsidiaries

208

Additional information – Alternative

Performance Measures (APMs)

211

Subsea 7 S.A. | Annual Report 2025

139

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

REPORT OF THE RÉVISEUR

D’ENTREPRISES AGRÉÉ

To the Shareholders of Subsea 7 S.A.

412F, route d’Esch

L-1471 Luxembourg

Report on the audit of the Consolidated Financial Statements

Opinion

We have audited the Consolidated Financial Statements of Subsea 7 S.A. and its subsidiaries (the “Group”) included

on pages 146 to 210, which comprise the Consolidated Balance Sheet at 31 December 2025, the Consolidated Income

Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and

the Consolidated Cash Flow Statement for the year then ended, and the Notes to the Consolidated Financial Statements,

including material accounting policy information.

In our opinion, the accompanying Consolidated Financial Statements give a true and fair view of the consolidated financial

position of the Group at 31 December 2025, and of its consolidated financial performance and consolidated cash flows for

the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession

(“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission

de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014, the Law of 23

July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “réviseur

d’entreprises agréé” for the audit of the Consolidated Financial Statements” section of our report. We are also independent

of the Group in accordance with the International Code of Ethics for Professional Accountants, including International

Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for

Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the Consolidated Financial

Statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Merger with Saipem S.p.A.

We draw your attention to Note 1 ‘General information’ of the Consolidated Financial Statements which explains that Subsea

7 S.A. entered into a binding merger agreement with Saipem S.p.A. on 23 July 2025. Management expects that the merger

will complete in the second half of 2026 subject to conditions precedent including regulatory approvals. Following the effective

date of the merger, Subsea 7 S.A. will be absorbed by Saipem S.p.A., and the latter entity will be renamed Saipem7 S.p.A.

Management prepared the Group’s financial statements on the going concern basis.

Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Consolidated

Financial Statements of the current year. These matters were addressed in the context of the audit of the Consolidated

Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Subsea 7 S.A. | Annual Report 2025

140

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Key audit matter: Recognition of revenues on long-term contracts

Description of

key audit

matter:

A significant proportion of the Group’s revenue is derived from long-term contracts. As detailed in

Note 3 ‘Material accounting policies’ to the Consolidated Financial Statements, these contracts include

complex technical and commercial risks and often specify performance milestones to be achieved

throughout the contract period, which can last several years.

Due to the contracting nature of the business, revenue recognition involves a significant degree of

judgement, with estimates being made to:

x assess the total contract costs;

x assess the stage of completion of the contract;

x assess the proportion of revenues, including variable consideration, to recognise in line with contract

completion;

x forecast the profit margin on each contract incorporating appropriate allowances for technical and

commercial risks related to performance milestones yet to be achieved; and

x appropriately identify, value, and provide for onerous contracts.

There is a range of acceptable outcomes resulting from these judgements that could lead to different

revenue being reported in the Consolidated Financial Statements.

The Group has detailed procedures and processes in place to manage the commercial, technical

and financial aspects of long-term contracts. The processes include the preparation of a Project

Monthly Status Report (PMSR), which includes key accounting and forecast information for the

relevant contract.

The risks of material misstatement are that the accounting for the Group’s significant contracts does

not accurately reflect the progress made or consider all commercial and technical risks associated

with the contract due to inaccurate estimation, inappropriate recognition of unagreed income, or

management override of results. Consequent to this the contract revenue and margin at the reporting

date would be materially incorrect.

Our response:

Our audit procedures over the recognition of revenues on long-term contracts included, among others,

the following:

We evaluated the relevant information technology systems and performed procedures over the

operating effectiveness of internal controls over the accuracy and timing of long-term contract

revenue and margin recognised in the Consolidated Financial Statements, including controls over:

x the detailed contract reviews (being the PMSR process and controls) performed by management

and reviewed at the project and the Group level that included estimating total costs, stage of

completion of contracts, and evaluating contract profitability; and

x the transactional controls that underpin the production of underlying contract-related cost balances

including the purchase-to-pay, vessel costs and payroll cycles.

For the most significant contracts and those which are subject to estimation uncertainty, we:

x read the relevant clauses within selected contracts to obtain an understanding of the specific terms;

x obtained the PMSR and gained an understanding of the performance and project status;

x corroborated management’s positions through the examination of externally generated evidence,

such as customer correspondence and correspondence with legal advisors;

x discussed and understood management’s estimates for total contract costs and forecast costs-to-

complete, considering the impact of cost inflation, and taking into account the historical accuracy

of such estimates;

x discussed and understood management’s estimates in recognising actual or potential variation

orders/unagreed income, taking into account the historical accuracy of such estimates;

x agreed project revenue, costs, and margin from supporting documentation to the PMSRs, to the

trial balance, and to the Annual Report;

x re-performed the percentage-of-completion calculations;

x considered whether provisions for onerous contracts reflect the contractual position and the

requirements of IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’;

x for day-rate/reimbursable contracts tested for appropriate cut off and revenue recognition.

x for a selection of smaller projects, we performed additional testing focusing on unusual or large

movements in revenue or margin.

We assessed the adequacy of the disclosures in Note 3 ‘Material accounting policies’ and Note 5

‘Segment information’ to the Consolidated Financial Statements in relation to revenue.

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ

CONTINUED

Key audit matter: Vessel fleet impairment assessments

Description of

key audit

matter:

At 31 December 2025, the carrying amount of the owned vessel fleet was $3.3 billion as detailed in

Note 14 ‘Property, plant and equipment’ to the Consolidated Financial Statements. During the year

impairment charges of $10.1 million were recognised, mainly relating to vessel-related equipment.

Vessels within property, plant and equipment are subject to an impairment test where indicators of

impairment exist. Impairment charges are recognised when necessary to bring the carrying amounts

of specific assets to their recoverable amount defined as the higher of value-in-use or fair value less

costs to dispose.

If there is an indication that an impairment loss no longer exists or has decreased, the entity is required

to calculate the recoverable amount of the asset and reverse the impairment loss up to the lower of the

recoverable amount or historical cost, if appropriate.

The process for determining whether impairment indicators exist is complex and requires significant

management judgement.

The key factors are:

x the forecast utilisation of the owned vessel fleet;

x the determination of the value-in-use of the cash-generating units in which the vessels are

allocated; and

x the external broker estimates of market valuation.

The subsequent process for determining the amount of impairment which may result from the above

indicators is also complex and requires significant management judgement and estimates.

The risks of material misstatement are that the carrying amount of the owned vessel fleet within

property, plant and equipment could be overstated or understated.

Our response:

Our audit procedures over the vessel fleet impairment assessments included, among others, the following:

We evaluated management’s assessment for indicators of impairment or for indicators of reversal of

impairments related to vessels within property, plant and equipment.

We obtained an understanding of the internal financial controls for the vessel impairment process

including the determination of assumptions used within the models to assess the recoverable amount.

We obtained management’s impairment assessment.

For vessels where an impairment trigger was identified, we analysed the recoverable amount

considering the value-in-use of the cash-generating units in which the vessels are allocated.

We reviewed the external broker valuations obtained by management for each vessel and assessed the

independence, objectivity and competence of the broker as well as the adequacy of the respective

assumptions and methods used, the reasonableness of the conclusions reached, and their consistency

with management’s analysis.

We assessed the determination of the vessels’ useful lives including residual values.

We obtained an understanding of management’s rationale for the impairment and assessed it for

appropriateness against the criteria as per IAS 36 and assessed if any impairment reversal triggers of

the vessel fleet existed.

We assessed the completeness and the accuracy of the impairments identified by management.

We evaluated the adequacy of the Group’s disclosures in Note 14 ‘Property, plant and equipment’

regarding the impairments of owned vessel-related equipment in the Consolidated Financial Statements.

Subsea 7 S.A. | Annual Report 2025

142

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Key audit matter: Goodwill impairment assessments

Description of

key audit

matter:

As detailed in Note 12 ‘Goodwill’, the Consolidated Financial Statements include $157.0 million of

goodwill at 31 December 2025.

Goodwill is subject to an annual review for impairment or when indicators of impairment exist.

An estimate of the recoverable amount of the cash-generating units (CGU) to which goodwill is

allocated is prepared. The estimated recoverable amount is determined based on the calculation of the

value-in-use of the CGUs. The outcome of the impairment review could vary significantly if different

assumptions were applied in the models.

The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting

and discounting future cash flows with many of the key underlying assumptions being impacted by

political and economic factors. The key assumptions include:

x the future Adjusted EBITDA assumptions taken from the Group’s most recent budgets and plans

for the next five years approved by management (“the Plan”);

x the Adjusted EBITDA forecasts and long-term growth rate used beyond the period covered by

the Plan considering the significance of the terminal value cash flows to the total value-in-use;

also considering the expected impact of climate change;

x the pre-tax discount rate applied to future cash flows; and

x the forecast capital expenditure necessary to maintain the function of the assets in the CGU.

The risk of material misstatement is that the carrying amount of goodwill could be overstated.

Our response:

We understood the internal controls for the goodwill impairment process including the determination

of assumptions used within the models to assess the recoverable amount of goodwill and evaluated

the appropriateness of management’s identification of the Group’s CGUs.

We assessed management’s impairment testing by obtaining the supporting model and assessing the

methodology and key assumptions made:

x the Adjusted EBITDA forecasts – we evaluated these and tested the underlying values used in the

calculations by comparing management’s forecast to the latest management approved five-year plan;

x we assessed the actual performance in the year against the prior year budgets to evaluate historical

forecasting accuracy;

x we evaluated Adjusted EBITDA forecasts against market expectations, historical levels, and the

impact of climate change;

x terminal value – we evaluated revenue and Adjusted EBITDA forecasts beyond the five-year plan period;

x long-term growth rate – we compared the rates applied by management to available externally

developed rates;

x we assessed the level of forecast capital expenditure necessary to maintain the function of the

assets in the CGUs;

x pre-tax discount rate – we involved our valuations specialists in our evaluation of the discount rate

to consider the appropriateness of the rate used;

x we considered the difference between the market capitalisation and the carrying value of the

Group’s net assets; and

x we tested the arithmetical accuracy of the models.

We re-performed sensitivity analysis around the key assumptions for all CGUs in order to ascertain the

extent of change in those assumptions required individually or collectively to result in an impairment of

goodwill. For those CGUs which were most sensitive, we discussed the basis for these cash flows with

management and the Group’s Audit and Sustainability Committee.

We examined the sensitivity disclosures presented in the Consolidated Financial Statements to

consider whether reasonably possible changes to assumptions that could lead to a material

impairment had been disclosed.

We assessed the adequacy of the disclosures in Note 12 ‘Goodwill’ to the Consolidated

Financial Statements.

Subsea 7 S.A. | Annual Report 2025

143

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ

CONTINUED

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in

the Consolidated Management Report from pages 131 to 136, the Corporate Governance Statement from pages 48 to 69 and

the Additional Information from pages 211 to 214 but does not include the Consolidated Financial Statements and our report

of “réviseur d’entreprises agréé” thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements,

or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report this

fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and of those charged with governance for the Consolidated

Financial Statements

The Board of Directors is responsible for the preparation and fair presentation of the Consolidated Financial Statements in

accordance with IFRS as adopted by the European Union, and for such internal control as the Board of Directors determines

is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement,

whether due to fraud or error.

The Board of Directors is also responsible for presenting and marking up the Consolidated Financial Statements in

compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format,

as amended (“ESEF Regulation”).

In preparing the Consolidated Financial Statements, the Board of Directors is responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis

of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic

alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Consolidated Financial

Statements

The objectives of our audit are to obtain reasonable assurance about whether the Consolidated Financial Statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises

agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for

Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit.

We also:

x Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,

or the override of internal control.

x Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

x Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by the Board of Directors.

x Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the Consolidated Financial

Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause

the Group to cease to continue as a going concern.

Subsea 7 S.A. | Annual Report 2025

144

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

x Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the

disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a

manner that achieves fair presentation.

x Assess whether the Consolidated Financial Statements have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation.

x Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within

the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction,

supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit

matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 8 May 2025 and

the duration of our uninterrupted engagement, including previous renewals and reappointments, is twelve years.

The Consolidated Management Report is consistent with the Consolidated Financial Statements and has been prepared

in accordance with applicable legal requirements.

The accompanying corporate governance statement on pages 48 to 69 is the responsibility of the Board of Directors. The

information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and

companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the

Consolidated Financial Statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the Consolidated Financial Statements of the Group as at 31 December 2025 with

relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Group,

it relates to:

x financial statements prepared in valid xHTML format; and

x the XBRL markup of the Consolidated Financial Statements using the core taxonomy and the common rules on markups

specified in the ESEF Regulation.

In our opinion, the Consolidated Financial Statements of the Group at 31 December 2025, identified as

222100AIF0CBCY80AH62-2025-12-31, have been prepared, in all material respects, in compliance with the requirements laid

down in the ESEF Regulation.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we

remained independent of the Group in conducting the audit.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Emmanuel Mareschal

Luxembourg, 25 February 2026

Subsea 7 S.A. | Annual Report 2025

145

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

CONSOLIDATED INCOME STATEMENT

146 Subsea 7 S.A. ⅼ Annual Report 2025

		2025	2024
For the year ended (in $ millions, except per share data)	Notes	31 Dec	31 Dec
Revenue	5	7,086 .3	6,837.0
Operating expenses	6	(6,011.4)	(6,132.3)
Gross profit		1,074 .9	704 .7
Administrative expenses	6	(34 0.5)	(297.2)
Share of net income of associates and joint ventures	16	3 6.3	38.0
Net operating income		770.7	4 45.5
Finance income	8	22.8	24.4
Other gains and losses	7	(8 4.4)	(0.5)
Finance costs	8	(87. 3)	(101.2)
Income before taxes		621.8	368.2
Taxation	9	(217 .6)	(151.6)
Net income		404.2	216 .6
Net income attributable to:
Shareholders of the parent company		411.4	201 .4
Non -controlling interests	26	(7.2)	15.2
		404.2	216.6
		$	$
Earnings per share	Notes	per share	per share
Basic	11	1.39	0.68
Diluted (a)	11	1.38	0.67

(a) For explanation and a reconciliation of diluted earnings per share please refer to Note 11 ‘Earnings per share’ to the Consolidated Financial

Statements.

Subsea 7 S.A. | Annual Report 2025

146

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

CONSOLIDATED INCOME STATEMENT

146 Subsea 7 S.A. ⅼ Annual Report 2025

For the year ended (in $ millions, except per share data)

Notes

2025

31 Dec

2024

31 Dec

Revenue

7,086.3

6,837.0

Operating expenses

(6,011.4)

(6,132.3)

Gross profit

1,074.9 704.7

Administrative expenses

6 (340.5)

(297.2)

Share of net income of associates and joint ventures

16 36.3 38.0

Net operating income

770.7 445.5

Finance income

8 22.8 24.4

Other gains and losses

7 (84.4)

(0.5)

Finance costs

8 (87.3)

(101.2)

Income before taxes

621.8 368.2

Taxation

9 (217.6)

(151.6)

Net income

404.2

216.6

Net income attributable to:

Shareholders of the parent company

411.4 201.4

Non

-controlling interests

26 (7.2)

15.2

404.2

216.6

Earnings per share

Notes

per share

Basic

1.39

0.68

Diluted

(a)

1.38

0.67

(a) For explanation and a reconciliation of diluted earnings per share please refer to Note 11 ‘Earnings per share’ to the Consolidated Financial

Statements.

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

147 Subsea 7 S.A. ⅼ Annual Report 2025

		2025	2024
For the year ended (in $ millions)	Notes	31 Dec	31 Dec
Net income		404.2	2 16.6
Items that may be reclassified to the income statement in subsequent periods:
Net foreign currency translation gains/(losses)		102.5	(21.9)
Net commodity cash flow hedge losses		(2.0)	(2.5)
Share of other comprehensive income/(loss) of associates and joint ventures	16	6.0	(8.4)
Tax relating to components of other comprehensive income	9	(2.0)	2.2
Items that will not be reclassified to the income statement in subsequent periods:
Remeasurement (loss)/gain on defined benefit pension scheme	36	(0 .6)	0.9
Tax relating to remeasurement (loss)/gain on defined benefit pension scheme	9	0.2	(0.2)
Fair value adjustment on other financial assets		0.1	–
Other comprehensive income/(loss)		104.2	(29.9)
Total comprehensive income		508.4	186.7
Total comprehensive income attributable to:
Shareholders of the parent company		514.5	17 2.1
Non -controlling interests		(6.1)	14.6
		508.4	186.7

Subsea 7 S.A. | Annual Report 2025

147

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

CONSOLIDATED BALANCE SHEET

148 Subsea 7 S.A. ⅼ Annual Report 2025

		2025	2024
At (in $ millions)	Notes	31 Dec	31 Dec
Assets
Non-current assets
Goodwill	12	157.0	183.7
Intangible assets	13	111.7	87.6
Property, plant and equipment	14	3,760.2	3,960 .8
Right-of-use assets	15	309.5	400. 3
Interests in associates and joint ventures	16	37 0.2	367.2
Advances and receivables	17	57.8	49.1
Derivative financial instruments	33	22.9	62.9
Other financial assets	33	1.1	1.1
Deferred tax assets	9	119.3	93.6
		4,909.7	5,20 6.3
Current assets
Inventories	18	51.8	57.4
Trade and other receivables	19	836.3	663.8
Current tax assets		157.4	105.3
Derivative financial instruments	33	55.6	74.1
Assets classified as held for sale	20	165.2	–
Construction contracts – assets	22	602.1	774.1
Other accrued income and prepaid expenses	21	27 6.7	214.6
Restricted cash		6.0	9.5
Cash and cash equivalents	23	969 .7	575.3
		3,120.8	2,474 .1
Total assets		8,030.5	7,680.4
Equity
Issued share capital	24	599.2	599.2
Treasury shares	25	(60.2)	(69.1)
Paid in surplus		2,551.5	2,545.9
Translation reserve		(533.3)	(632.7)
Other reserves		(8.5)	(17.5)
Retained earnings		1,857.6	1,824.6
Equity attributable to shareholders of the parent company		4,406.3	4,250 .4
Non -controlling interests	26	38.5	44.6
Total equity		4,444.8	4,295 .0
Liabilities
Non-current liabilities
Borrowings	27	402.4	583.8
Lease liabilities	28	184.9	231.1
Retirement benefit obligations	36	13.8	8.1
Deferred tax liabilities	9	121.5	87.3
Provisions	32	22.1	29.1
Contingent liabilities recognised	33	–	0.4
Derivative financial instruments	33	21.6	10.7
Other non-current liabilities	29	1.0	1.0
		767.3	951.5
Current liabilities
Trade and other liabilities	30	1,501.9	1,429.2
Derivative financial instruments	33	30.1	35.3
Tax liabilities		113.9	125.0
Borrowings	27	181.3	138.2
Lease liabilities	28	164.9	223.8
Liabilities included in disposal group classified as held for sale	20	50.4	–
Provisions	31	55.8	63.0
Construction contracts – liabilities	22	701.5	392.3
Deferred revenue	37	18.6	27.1
		2,818.4	2,433.9
Total liabilities		3,585.7	3,385.4
Total equity and liabilities		8,030.5	7,680.4

Subsea 7 S.A. | Annual Report 2025

148

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

CONSOLIDATED BALANCE SHEET

148 Subsea 7 S.A. ⅼ Annual Report 2025

At (in $ millions)

Notes

2025

31 Dec

2024

31 Dec

Assets

Non-current assets

Goodwill

157.0

183.7

Intangible assets

111.7

87.6

Property, plant and equipment

3,760.2

3,960.8

Right-of-use assets

309.5

400.3

Interests in associates and joint ventures

370.2

367.2

Advances and receivables

57.8

49.1

Derivative financial instruments

22.9

62.9

Other financial assets

1.1

Deferred tax assets

119.3

93.6

4,909.7

5,206.3

Current assets

Inventories

51.8

57.4

Trade and other receivables

836.3

663.8

Current tax assets

157.4

105.3

Derivative financial instruments

55.6

74.1

Assets classified as held for sale

165.2

–

Construction contracts – assets

602.1

774.1

Other accrued income and prepaid expenses

276.7

214.6

Restricted cash

6.0

9.5

Cash and cash equivalents

969.7

575.3

3,120.8

2,474.1

Total assets

8,030.5

7,680.4

Equity

Issued share capital

599.2

Treasury shares

(60.2)

(69.1)

Paid in surplus

2,551.5

2,545.9

Translation reserve

(533.3)

(632.7)

Other reserves

(8.5)

(17.5)

Retained earnings

1,857.6

1,824.6

Equity attributable to shareholders of the parent company

4,406.3

4,250.4

Non

-controlling interests

38.5

44.6

Total equity

4,444.8

4,295.0

Liabilities

Non-current liabilities

Borrowings

402.4

583.8

Lease liabilities

184.9

231.1

Retirement benefit obligations

13.8

8.1

Deferred tax liabilities

121.5

87.3

Provisions

22.1

29.1

Contingent liabilities recognised

–

0.4

Derivative financial instruments

21.6

10.7

Other non-current liabilities

1.0

767.3

951.5

Current liabilities

Trade and other liabilities

1,501.9

1,429.2

Derivative financial instruments

30.1

35.3

Tax liabilities

113.9

125.0

Borrowings

181.3

138.2

Lease liabilities

164.9

223.8

Liabilities included in disposal group classified as held for sale

50.4

–

Provisions

55.8

63.0

Construction contracts – liabilities

701.5

392.3

Deferred revenue

18.6

27.1

2,818.4

2,433.9

Total liabilities

3,585.7

3,385.4

Total equity and liabilities

8,030.5

7,680.4

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the year ended 31 December 2025

149 Subsea 7 S.A. ⅼ Annual Report 2025

	Issued							Non-
	share	Treasury	Paid in	Translation	Other	Retained		controlling	Total
(in $ millions)	capital	shares	surplus	reserve	reserves	earnings	Total	interests	equity
Balance at 1 January 2025	599.2	(6 9.1)	2,545.9	(632. 7)	(1 7 .5)	1,824.6	4,250.4	44.6	4,295.0
Comprehensive income
Net income/(loss)	–	–	–	–	–	411.4	411.4	(7.2)	404.2
Net foreign currency translation gains	–	–	–	101.4	–	–	101.4	1.1	102.5
Net commodity cash flow hedges	–	–	–	–	(2.0)	–	(2.0)	–	(2.0)
Remeasurement loss on defined
benefit pension scheme	–	–	–	–	(0.6)	–	(0.6)	–	(0.6)
Share of other comprehensive income
of associates and joint ventures	–	–	–	–	6.0	–	6.0	–	6.0
Fair value adjustment on other financial assets	–	–	–	–	0.1	–	0.1	–	0.1
Tax relating to components of other comprehensive income	–	–	–	(2.0)	0.2	–	(1.8)	–	(1.8)
Total comprehensive income	–	–	–	99.4	3.7	411.4	514.5	(6 . 1)	508.4
Transactions with owners
Dividends paid	–	–	–	–	–	(368.3)	(368.3)	–	(368.3)
Share-based payments	–	–	8.7	–	–	–	8.7	–	8.7
Tax effects on share-based payments	–	–	1.0	–	–	–	1.0	–	1.0
Shares reallocated relating to share - based payments	–	8.9	–	–	–	(8.9)	–	–	–
Vesting of share -based payments	–	–	(4.1)	–	–	4.1	–	–	–
Reclassification of financial assets	–	–	–	–	5.3	(5.3)	–	–	–
Total transactions with owners	–	8.9	5.6	–	5.3	(37 8.4)	(358. 6)	–	(358. 6)
Balance at 31 December 2025	599.2	(6 0.2)	2,551.5	(533.3 )	(8.5)	1,857.6	4,406.3	38.5	4,444.8

Subsea 7 S.A. | Annual Report 2025

149

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the year ended 31 December 2024

150 Subsea 7 S.A. ⅼ Annual Report 2025

	Issued							Non-
	share	Treasury	Paid in	Translation	Other	Retained		controlling	Total
(in $ millions)	capital	shares	surplus	reserve	reserves	earnings	Total	interests	equity
Balance at 1 January 2024	608.6	(31.1)	2, 57 9.7	(6 07 . 2)	(7 .3)	1,780.3	4,323.0	34.1	4,357.1
Comprehensive income
Net income	–	–	–	–	–	201.4	201.4	15.2	216.6
Net foreign currency translation losses	–	–	–	(21.3)	–	–	(21.3)	(0.6)	(21.9)
Net commodity cash flow hedge losses	–	–	–	–	(2.5)	–	(2.5)	–	(2 .5)
Remeasurement gain on defined
benefit pension scheme	–	–	–	–	0.9	–	0.9	–	0.9
Share of other comprehensive loss
of associates and joint ventures	–	–	–	–	(8.4)	–	(8.4)	–	(8.4)
Tax relating to components of other comprehensive income	–	–	–	2.2	(0.2)	–	2.0	–	2.0
Total comprehensive income	–	–	–	(19.1)	(10.2)	201.4	172.1	14.6	186.7
Transactions with owners
Dividends paid	–	–	–	–	–	(163.1)	(163.1)	–	(163 .1)
Shares repurchased	–	(87.3)	–	–	–	–	(87.3)	–	(87.3)
Share cancellation	(9.4)	46.7	(37.3)	–	–	–	–	–	–
Share -based payments	–	–	6.2	–	–	–	6.2	–	6.2
Vesting of share -based payments	–	–	(3.3)	–	–	3.3	–	–	–
Tax effects on share -based payments	–	–	0 .6	–	–	–	0.6	–	0.6
Shares reallocated relating to share - based payments	–	2.6	–	–	–	(2.6)	–	–	–
Reclassification adjustment relating
to ownership interests	–	–	–	(6.4)	–	5.3	(1.1)	(4.1)	(5.2)
Total transactions with owners	(9 .4)	(38.0)	(33.8)	(6 .4)	–	(1 57 . 1)	(2 44.7)	(4 . 1)	(2 4 8. 8)
Balance at 31 December 2024	599.2	(6 9.1)	2,545.9	(632. 7)	(1 7 .5)	1,824.6	4,250.4	44.6	4,295.0

Subsea 7 S.A. | Annual Report 2025

150

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the year ended 31 December 2024

150 Subsea 7 S.A. ⅼ Annual Report 2025

(in $ millions)

Issued

capital

Treasury

Paid in

surplus

Translation

reserve

Other

reserves

Retained

earnings

Total

Non-

controlling

interests

Total

equity

Balance at 1 January 2024

608.6

(31.1)

2,579.7

(607.2)

(7.3)

1,780.3 4,323.0 34.1 4,357.1

Comprehensive income

Net income

– – – – – 201.4 201.4 1

5.2 216.6

Net foreign currency translation losses

– – –

(21.3)

– – (21.3) (0.6) (21.9)

Net commodity cash flow hedge losses

– – – –

(2.5)

– (2.5) – (2.5)

Remeasurement

gain on defined

benefit pension scheme

– – – – 0.9 – 0.9 – 0.9

Share of other comprehensive loss

associates and joint ventures

– – – –

(8.4)

– (8.4) – (8.4)

Tax relating to components of other

comprehensive income

– – – 2.2

(0.2)

– 2.0 – 2.0

Total comprehensive income

–

(19.1)

(10.2)

201.4

172.1

14.6

186.7

Transactions with owners

Dividends paid

– – – – –

(163.1)

(163.1) – (163.1)

Shares repurchased

–

(87.3)

– – – – (87.3) –

(87.3)

Share cancellation

(9.4)

46.7

(37.3)

– – – – – –

-based payments

– – 6

.2 – – – 6.2 – 6.2

Vesting of share

-based payments

– –

(3.3)

– – 3.3 – – –

Tax effects on share

-based payments

– – 0

.6 – – – 0.6 – 0.6

Shares reallocated relating to share

based

payments

– 2.6 – – –

(2.6)

– – –

Reclassification adjustment relating

ownership interests

– – –

(6.4)

– 5.3 (1.1) (4.1) (5.2)

Total transactions with owners

(9.4)

(38.0)

(33.8)

(6.4)

–

(157.1)

(244.7)

(4.1)

(248.8)

Balance at 31 December 2024

599.2

(69.1)

2,545.9

(632.7)

(17.5)

1,824.6

4,250.4

44.6

4,295.0

CONSOLIDATED CASH FLOW

STATEMENT

151 Subsea 7 S.A. ⅼ Annual Report 2025

		2025	2024
(in $ millions)	Notes	31 Dec	31 Dec
Operating activities
Income before taxes		621.8	368.2
Adjustments for non-cash items:
Impairment of goodwill		17.6	6.2
Impairment of property, plant and equipment, intangible assets and right-of-use	13,14, 15	13.6	15.8
Impairment of interests in associates and joint ventures		1.7	–
Depreciation and amortisation charges	6	67 9.2	622.5
Movement in foreign exchange embedded derivatives		69.2	(105.8)
Adjustments for investing and financing items:
Share of net income of associates and joint ventures (a)	16	(38.0)	(38.0)
Net (gain)/loss on disposal of property, plant and equipment and maturity
of lease liabilities	6	(2 .4)	0.1
Remeasurement loss on business combination	7	–	0.9
Release of contingent consideration post measurement period	33	(0.3)	–
Finance income	8	(22.8)	(24 .4)
Finance costs	8	87.3	101.2
Adjustments for equity items:
Share -based payments	35	8.7	6.2
		1,4 3 5.6	952.9
Changes in working capital:
Decrease in inventories		0.4	0.9
(Increase)/decrease in trade and other receivables		(199.7)	185.9
D ecrease/(increase) in construction contract – assets		153.2	( 338.7)
Increase in other working capital assets		(59 .2)	(6.6)
(Decrease)/increase in trade and other liabilities		(10.8)	24.2
Increase in construction contract – liabilities		379.0	186.1
(Decrease)/increase in other working capital liabilities		(29.2)	3.7
Net movement in working capital		233. 7	55.5
Income taxes paid		(19 8.6)	(77.0)
Net cash generated from operating activities		1,470.7	931.4
Cash flows used in investing activities
Proceeds from disposal of property, plant and equipment		1.8	59.7
Purchases of property, plant and equipment and intangible assets		(281.0)	(348.7)
Investments in associates and joint ventures		–	(153.3)
Interest received	8	22.8	24.4
Acquisition of business (net of cash acquired)		(2.8)	–
Dividends received from associates and joint ventures	16	41.2	3.4
Repayment of loan by joint venture		4.4	0.9
Net cash used in investing activities		(2 13.6)	(413.6)
Cash flows used in financing activities
Interest paid		(66 .3)	(75.6)
Proceeds from borrowings		50.0	170.0
Repayment of borrowings		(18 9.4)	(2 94 .8)
Cost of share repurchases	25	–	(87.3)
Payments related to lease liabilities – principal	28	(2 66.8)	(189.6)
Payments related to lease liabilities – interest	28	(25.1)	(33.6)
Acquisition of shares in non-wholly-owned subsidiary		–	(6.4)
Dividends paid to shareholders of the parent company	10	(37 6 .2)	(162.9)
Net cash used in financing activities	33	(873.8)	(680.2)
Net increase/(decrease) in cash and cash equivalents		383. 3	(162.4)
Cash and cash equivalents at beginning of year	23	575.3	750.9
Decrease/(i ncrease) in restricted cash		3.5	(2.1)
Effect of foreign exchange rate movements on cash and cash equivalents		7.6	(11.1)
Cash and cash equivalents at end of year	23	969.7	575.3

(a) Share of net income of associates and joint ventures excludes an impairment charge of $1. 7 million (2024: $nil).

Subsea 7 S.A. | Annual Report 2025

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

1. General information

By virtue of its incorporation in Luxembourg, Subsea 7 S.A. is a company domiciled in Luxembourg whose common shares

trade on Oslo Børs and as American Depositary Receipts (ADRs) over-the-counter in the US. The address of the registered

office is 412F, route d’Esch, L-1471 Luxembourg.

Subsea 7 S.A. is the holding company of the Subsea7 Group. Subsea 7 S.A.’s principal place of business is Luxembourg.

The Subsea7 Group is a global leader in the delivery of offshore projects and services for the evolving energy industry.

The Group provides products and services required for subsea field development, including project management, design and

engineering, procurement, fabrication, survey, installation and commissioning of production facilities on the seabed and the

tie-back of these facilities to fixed or floating platforms or to the shore. The Group offers a full spectrum of products and

capabilities including remotely operated vehicles and tooling services to support exploration and production activities and

to deliver full life-of-field services to its clients. Through its Renewables business unit, the Group offers expertise in the fixed

and floating wind market, including the procurement and installation of offshore wind turbine foundations and inter-array

cables as well as heavy lifting operations for renewables structures and heavy transportation services. The Group provides

engineering and advisory services to clients in the oil and gas, renewables and utilities industries through its wholly-owned,

autonomous subsidiaries Xodus and 4Subsea.

Authorisation of Consolidated Financial Statements

Under Luxembourg law, the Consolidated Financial Statements are approved by the shareholders at the Annual General

Meeting. The Consolidated Financial Statements were authorised for issue by the Board of Directors on 25 February 2026.

Presentation of Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards

(IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU).

The Consolidated Financial Statements comply with Article 4 of the EU IAS Regulation .

Amounts in the Consolidated Financial Statements are stated in US dollars ($), the currency of the primary economic environment

in which the Group operates. Group entities whose functional currency is not the US dollar are consolidated in accordance

with the policies set out in Note 3 ‘Material accounting policies’.

The Consolidated Financial Statements have been prepared on the historical cost basis except for the revaluation of certain

financial instruments and balances required to be measured at fair value. The principal accounting policies adopted are consistent

with the Consolidated Financial Statements for the year ended 31 December 2024, except where stated in Note 2 ‘Adoption

of new accounting standards’.

Going concern

The Consolidated Financial Statements have been prepared on the going concern basis. Management has concluded that

there are no significant doubts over the application of the going concern assumption and no disclosable material uncertainties

which cast doubt upon the Group’s ability to continue as a going concern.

At 31 December 2025, the Group had a solid cash position with cash and cash equivalents of $969.7 million. Total borrowings

were $583.7 million, with amounts drawn under both of the Group’s UK Export Finance facilities and the Group’s South

Korean Export Credit Agency facility. The Group’s $600 million multi-currency revolving credit and guarantee facility was

unutilised.

The Group’s borrowings and guarantee facilities contain financial covenants, including a maximum level of net debt to earnings

before interest, tax, depreciation and amortisation. During the year ended 31 December 2025, all financial covenants were met

with significant headroom, and the Group expects to be able to comply with all financial covenants during the going concern

assessment period, being 12 months from the date of signing of the Consolidated Financial Statements by the Subsea 7 S.A.

directors. The Group ended the year with backlog of $13.8 billion, an increase of $2.6 billion compared to 31 December 2024.

On 23 February 2025, Subsea 7 S.A. and Saipem S.p.A. signed a Memorandum of Understanding to regulate the terms of a

possible merger between the two companies. Subsequently, on 23 July 2025, Subsea 7 S.A. and Saipem S.p.A. entered into

a binding merger agreement, governing the final terms of the proposed merger including the combination of the Group’s

business with the Asset Based Services business of Saipem S.p.A., including Offshore Wind, and form an operationally

autonomous company within the new combined group. The proposed merger is subject to conditions precedent, including

regulatory approval in certain jurisdictions, and anticipated to be completed in the second half of 2026.

Upon completion of the conditions precedent including obtaining the required regulatory approvals, and as approved

on the 25 September 2025 by the shareholders of Subsea 7 S.A. and Saipem S.p.A. respectively, the proposed business

combination will be effected by way of an EU cross-border statutory merger of the Group’s parent company, Subsea 7 S.A.

into Saipem S.p.A. within the meaning of the provisions of the European Directive (EU) 2017/1132 of the European Parliament

and of the Council of 14 June 2017 relating to certain aspects of company law, and Directive (EU) 2019/2121 of the European

Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions,

mergers and divisions (the EU Mobility Directive). By virtue of the proposed merger, Subsea 7 S.A., a company incorporated in

Luxembourg, will be absorbed by Saipem S.p.A., a company incorporated in Italy, which will acquire all assets and assume all

liabilities and other legal relationships of Subsea 7 S.A. and will be renamed Saipem7 S.p.A.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

The absorption of Subsea 7 S.A. into Saipem S.p.A. (renamed Saipem7 S.p.A.) itself will have no impact on the Group’s

ongoing operations or the ability of the Group to continue as a going concern. Completion of the proposed merger is subject

to, among other things, the admission to listing and trading of the shares of the combined company on Euronext Oslo in

Norway. The merged company, Saipem7 S.p.A. will remain incorporated in Italy and listed on Euronext Milan in Italy.

Management considers that the Group’s ability to continue as a going concern will not be impacted should the proposed

merger not be completed. The Group will generate sufficient cash flow and have access to adequate liquidity to support

the assumption that the Group will continue as a going concern. Management has performed stress tests of future cash

flow forecasts to evaluate the impact of severe but plausible downside scenarios. These include scenarios which reflect

extended periods of low energy prices and potential operational-related issues which could adversely impact the Group.

In all scenarios, which factor in an evaluation of whether the proposed merger completes or does not complete, management

identified no forecast breaches of banking covenants and demonstrated sufficient liquidity for the Group.

Macroeconomic environment

During the year ended 31 December 2025, the Group’s interest and fees on financial liabilities measured at amortised cost

were $50.2 million (2024: $70.7 million), as disclosed within Note 8 ‘Finance income and finance costs’. Management has

prepared an interest rate sensitivity analysis disclosed within the liquidity risk section of Note 33 ‘Financial instruments’.

At 31 December 2025, the Group’s liquidity, represented by cash and cash equivalents and undrawn borrowing facilities,

was $1.6 billion (31 December 2024: $1.3 billion).

Measurement and disclosure of climate-related matters

Management has evaluated and provided relevant information to permit users of the Consolidated Financial Statements to

assess how material climate-related matters were considered in preparing the Group’s Consolidated Financial Statements.

From 1 January 2024, the Group has elected to report, on a voluntary basis pending transposition into Luxembourg Law,

disclosures related to the European Union (EU) Corporate Sustainability Reporting Directive (CSRD), with the applicable

European Sustainability Reporting Standards (ESRS). The disclosures under CSRD on pages 70 to 126 provide users

information on climate-related impacts, risks and opportunities related to the Group.

The Group’s current assessment of the range of economic and climate-related conditions that could exist in transitioning

to a lower-carbon economy are reflected in the Group’s medium and long-term plans. These considerations may affect

certain significant judgements and key estimates impacting the Consolidated Financial Statements. The primary matters

considered were:

Non-current assets

At 31 December 2025, the Group’s owned vessels represented in excess of 85% of the total carrying amount of property,

plant and equipment. Management considers that judgements and estimates impacted by climate-related considerations

are most relevant to the matters below:

x carrying amount of assets

x impairment testing and value-in-use calculations

x remaining useful economic life of assets and residual values

The majority of the Group’s vessels are deployed on oil and gas activities, and it is expected that oil and gas will continue

to represent a significant, although declining component of the global energy mix until at least 2050 during the transition to

sustainable lower-carbon sources of energy. Management considers that the Group is in a position to continue to utilise its

vessels for oil and gas development and adapt certain vessels, where required, to perform non-oil and gas projects. Typically,

new-build vessels are depreciated over 25 years, but a vessel can continue to be utilised beyond this period with appropriate

levels of capital expenditure. The useful economic life and residual values of vessels are reviewed annually. No amendments

were made to useful lives, and no indicators of impairment were identified as a direct result of climate-related matters for the

year ended 31 December 2025 (2024: none).

Cash flow forecasts

Estimating future global energy demand and supply and the pace of future technological change is challenging and customer

and competitor behaviour, political developments and government actions may impact the Group’s operations. Cash flow

projections used for impairment testing include climate-related risks and opportunities which may impact the Group’s

revenue, costs, including research and development costs, and capital expenditure. Management considers that costs

related to the physical impacts of climate change, such as rising temperatures or the severity of weather events will not

significantly impact the Group. The impacts of the enactment of future government or legislative policies are not currently

factored into the cash flow projections utilised for impairment testing.

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153

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

1. General information continued

Cash flow forecasts continued

Terminal value cash flows within impairment modelling are calculated using an estimated sustainable cash flow level,

reflecting climate-related aspects. International Financial Reporting Standards require the application of a steady or

declining growth rate unless an increasing rate can be justified. Growth rates applied to the Group’s Corporate and Subsea

and Conventional business units are 2%, in line with the prior year, to align with expected demand for the Group’s assets

and resources in the medium to long-term, which covers a five-year period and beyond. Third-party projections indicate

that offshore oil and gas will continue to be a significant source of energy through to 2050 and beyond. A growth rate of

4% has been applied to the Group’s Renewables business unit reflecting the growing renewables sector within the transition to

a lower-carbon economy. The discount rate utilised for these modelling calculations has not been adjusted for climate-related risk

as these risks are adequately captured in the Group’s medium and long-term plans and terminal value cash flows calculations.

Capital expenditure

Management has considered whether transitioning to a lower-carbon economy may lead to higher capital expenditure

costs to develop or acquire technology to comply with environmental requirements and the Group’s sustainability ambitions.

Management has applied judgement when determining whether climate-related capital expenditure necessary to meet

emission reduction targets is considered maintenance or enhancement. In compliance with International Financial Reporting

Standards, cash flow projections utilised for impairment testing include maintenance capital expenditure only. Management

continues to consider the development of lower-carbon emissions technologies which may be utilised by the vessel fleet in

particular. Decarbonisation measures through the use of efficient, cleaner fuels, mainly related to the Group’s vessel fleet,

form a key part in the transition to lower-carbon emissions, but are dependent upon the development of suitable alternative

fuels being available globally, at scale and being commercially viable.

Access to financial products

The Group utilises funding and financial products from financial institutions, such as banks and insurance companies.

Certain institutions may reduce or stop providing funding and financial products to the Group based on climate-related

considerations, this could result in higher costs for the Group. Management takes climate-related factors into consideration

to ensure the Group’s capacity and diversity of financial products is appropriate.

Emission trading schemes

Activities related to the Group’s heavy transport vessels incur costs related to the EU Emissions Trading Scheme. During the

year, the Group has purchased emissions allowances which are held for the Group’s own use. Emissions allowances are

recognised as a cost within operating expenses in the Group’s Consolidated Income Statement, in line with the associated

activity. Emissions allowances purchased exceeding emissions incurred to date are carried at cost within other current

receivables on the Group’s Consolidated Balance Sheet. No emissions allowances are purchased and held for trading

purposes. Amounts received from clients related to emissions allowances are recognised in accordance with IFRS 15

‘Revenue from Contracts with Customers’, as one combined performance obligation.

2. Adoption of new accounting standards

Effective new accounting standards

No new International Financial Reporting Standards (IFRS) were adopted by the Group for the year beginning 1 January 2025.

Several amendments to existing IFRS were applied for the first time in 2025 but did not have a material impact on the Consolidated

Financial Statements of the Group.

The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet

effective. There are no IFRS standards or amendments that have been issued but not yet adopted which are expected to

have a material impact on the Group.

3. Material accounting policies

Basis of consolidation

The Consolidated Financial Statements incorporate the financial statements of Subsea 7 S.A. (the Company) and entities

controlled by the Company (its subsidiaries). Control is assumed to exist where the Group is exposed, or has rights, to variable

returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Subsidiaries

Assets, liabilities, income and expenses of a subsidiary are included in the Consolidated Financial Statements from the date

the Group obtains control over the subsidiary until the date the Group ceases to control the subsidiary. Changes in the Group’s

interest in a subsidiary that do not result in the Group ceasing to control that subsidiary are accounted for as equity transactions.

Note 39 ‘Wholly-owned subsidiaries’ includes information related to wholly-owned subsidiaries which are included in the

Consolidated Financial Statements of the Group.

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154

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

All subsidiaries are wholly-owned (100%) except those listed in Note 26 ‘Non-controlling interests’. Non-controlling interests

comprise equity interests in subsidiaries which are not attributable, directly or indirectly, to the Company. Non-controlling

interests in the net assets or liabilities of subsidiaries are identified separately from the equity attributable to shareholders

of the parent company. Non-controlling interests consist of the amount of those interests at the date that the Group obtains

control over the subsidiary together with the non-controlling shareholders’ share of net income or loss and other

comprehensive income or loss since that date.

Interests in associates and joint arrangements

An associate is an entity over which the Group has significant influence, but not control, and which is neither a subsidiary nor

a joint venture. Significant influence is defined as the right to participate in the financial and operating policy decisions of the

investee but is not control or joint control over those policies.

Interests in associates and joint ventures are accounted for using the equity method. Under this method, the investment is

recognised in the Consolidated Balance Sheet at cost plus post-acquisition changes in the Group’s share of net assets of the

associate or joint venture, less any provisions for impairment. The Consolidated Income Statement reflects the Group’s share

of net income or loss of the associate or joint venture. Losses in excess of the Group’s interest (which includes any long-term

interests that, in substance, form part of the Group’s net investment) are only recognised to the extent that the Group has

incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Where there has

been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share in the

Consolidated Statement of Comprehensive Income.

The Group executes projects through unstructured joint operations where contracts are entered into by individual entities of

the Group. Each party to the joint operation is responsible for their own specific contractual scope with associated revenue,

expenses, assets and liabilities recognised in the Group’s Consolidated Financial Statements.

Foreign currency translation

Each entity in the Group determines its own functional currency and items recognised in the financial statements of each

entity are measured using that functional currency. Functional currency is defined as the currency of the primary economic

environment in which the entity operates. While this is usually the local currency, the US dollar is designated as the functional

currency of certain entities where transactions and cash flows are predominantly in US dollars.

All transactions in non-functional currencies are initially translated into the functional currency of each entity at the exchange

rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in non-functional currencies are

translated to the functional currency at the exchange rate prevailing at the balance sheet date.

All resulting exchange rate gains and losses are recognised in the Consolidated Income Statement. Non-monetary items

which are measured at historical cost in a non-functional currency are translated into the functional currency using the

exchange rates prevailing at the dates of the initial transactions. Non-monetary items which are measured at fair value in a

non-functional currency are translated to the functional currency using the exchange rate prevailing at the date when the fair

value was determined.

Foreign exchange revaluations of short-term intra-group balances denominated in non-functional currencies are recognised

in the Consolidated Income Statement. Revaluations of long-term intra-group loans are recognised in the translation reserve

in equity.

The assets and liabilities of operations which have a non-US dollar functional currency are translated into the Group’s

reporting currency, US dollar, at the exchange rate prevailing at the balance sheet date. The exchange rate differences

arising on the translation are recognised in the translation reserve in equity. Income and expenditure items are translated

at the weighted average exchange rates for the year. On disposal of an entity with a non-US dollar functional currency the

cumulative translation adjustment previously recognised in the translation reserve in equity is reclassified to the Consolidated

Income Statement. At 31 December 2025, the exchange rates of the main currencies used throughout the Group, compared

to the US dollar, were as follows:

GBP 0.743

EUR 0.850

NOK 10.103

BRL 5.544

Revenue from contracts with customers

The Group applies the IFRS 15 ‘Revenue from Contracts with Customers’ five-step model whereby revenue is recognised at

an amount which reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or

services to a customer.

The Group’s revenue comprises revenue recognised from contracts with customers for the provision of long-term fixed-price

contracts, services under charter agreements, day-rate contracts, reimbursable contracts, cost-plus contracts (and similar

contracts), each of which are considered to comprise one performance obligation. The following is a description of the

principal activities, by operating segment, from which the Group generates revenue as disclosed in the disaggregated

revenue analysis Note 5 ‘Segment information’.

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

3. Material accounting policies continued

Subsea and Conventional

Subsea and Conventional work, which includes Engineering, Procurement, Installation and Commissioning (EPIC) contracts,

is generally contracted on a fixed-price basis. The costs and margins realised on such contracts vary depending on a number

of factors which may result in reduced margins or, in some cases, losses. The promised goods and services within each

contract are considered to be distinct as a bundle under IFRS 15. Due to the significant integration, customisation and highly

interrelated nature of the work performed they form one performance obligation with revenue being recognised over time.

During a contract, work is performed for the sole benefit of the client who continually monitors progress. Clients may also

participate in the supplier selection processes for procured items.

During the offshore phase of a contract, the Group typically executes work related to the installation of the client’s assets.

Due to the nature of the work performed, the Group would not have an alternative use for the works performed under a

contract for a specific client. The transaction price for these types of contracts, where there is an element of variable consideration,

which includes variation orders, claims, bonuses and liquidated damages, is based upon the single most likely outcome.

Any additional work, such as scope changes or variation orders, as well as other variable consideration, will be included within

the total price once the amounts can be reasonably estimated and management has concluded that it is highly probable that

recognition will not result in a significant revenue reversal in a future period.

For EPIC contracts, revenue is recognised in each period based upon the advancement of the work-in-progress. The input

method used to progressively recognise revenue over time is based upon percentage-of-completion whereby total costs

incurred to date are compared with total forecast costs at completion of the contract. This method provides a faithful

depiction of the transfer of goods and services to the customer. Any significant upfront procurement which is not customised

for the specific contract is not included within the actual cost of work performed until such time as the costs incurred are

proportionate to the progress in satisfying the performance obligation. Similarly, an adjustment to the measurement of

progress may be required where significant inefficiencies occur which results in the costs associated with inefficiencies

being excluded from the total forecast cost-at-completion to estimate percentage-of-completion. Typically, payment is due

from the customer between 30 to 60 days following the issuance of the invoice, although this may be longer depending upon

the client or customary payment terms in certain geographies. The contracts have no significant financing component as the

period between when the Group transfers promised goods or services to a customer and when the customer pays for those

goods or services will be one year or less. In circumstances where the Group has recognised revenue, but not issued

an invoice, the conditional entitlement to consideration is recognised as a construction contract asset. The construction

contract asset is transferred to trade and other receivables in accordance with the contractual milestone schedule which

reflects the unconditional entitlement to payment. The time elapsing before transfer to trade and other receivables may

be different between contracts depending upon the contractual terms and conditions. Construction contract liabilities arise

when progress billings to date exceed contract revenues recognised. Construction contract asset and liability balances

at 31 December 2025 and 2024 are disclosed within Note 22 ‘Construction contracts’. Assurance type warranty periods

commence at the completion of the contractual obligations and typically have a duration of between one and three years.

The Group’s Pipelay Support Vessel (PLSV) contracts, offshore Brazil, are also included within Subsea and Conventional.

PLSV revenue is based upon an agreed schedule of work applied to a range of daily operating activities pre-agreed with the

customer. As such these contracts are considered to be distinct as a pattern and hence one performance obligation under

the guidelines within IFRS 15. Each day is distinct with the overall promise being the delivery of a series of days which have

the same pattern of transfer to the customer. The transaction price for all PLSV contracts is determined by the expected

value approach being the number of days multiplied by the expected day-rate. This method of revenue recognition for PLSV

contracts provides a faithful depiction of the transfer of goods and services. Typically, the value of work completed in any

one month corresponds directly with the Group’s right to payment. Payment is due from the client approximately 60 days

following invoice date. These contracts have no significant financing component. Unbilled revenue related to work completed

for the customer is included within Note 21 ‘Other accrued income and prepaid expenses'.

Certain Brazilian contracts contain escalation clauses which allow for inflationary adjustments on an annual basis to both

revenue and costs denominated in Brazilian real. These are recognised as variable consideration and are included within the

total price once the amounts can be reasonably estimated, and management has concluded that it is highly probable that

recognition will not result in a significant revenue reversal in a future period.

Front-end engineering and design (FEED) studies undertaken by the Group are also included within Subsea and

Conventional principally on a day-rate basis. Revenue recognition for day-rate contracts is described in the paragraph below.

The Group provides Remotely Operated Vehicles (ROVs), survey and inspection, drill-rig support and related solutions on

a day-rate basis. Projects are contracted on the basis of an agreed schedule of rates applied to a range of daily operating

activities. These contracts are considered to be distinct as a pattern and hence one performance obligation under the

guidelines within IFRS 15. Each day is distinct with the overall promise being the delivery of a series of days that have the

same pattern of transfer to the customer. The transaction price for all day-rate contracts is determined by the expected

value approach, being the number of days multiplied by the expected day-rate. This method of revenue recognition for day-

rate contracts provides a faithful depiction of the transfer of goods and services. Typically, the value of work completed in

any one month corresponds directly with Subsea7’s right to payment. Payment is due from the client approximately 30–45

Subsea 7 S.A. | Annual Report 2025

156

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

days following the invoice date. These contracts have no significant financing component. Unbilled revenue related to work

completed for the customer, is included within Note 21 ‘Other accrued income and prepaid expenses’.

Customers, in certain circumstances, may request the commissioning of bespoke tooling. Revenue in relation to bespoke

tooling, which is not significant in relation to the Group’s overall revenue, is considered distinct in its own right. Dependent on

the individual contract with the customer, revenue from the sale of this bespoke tooling may be recognised over time or at a

point in time when control of the asset is transferred to the customer, generally on delivery.

Renewables

Renewables contracts which include the construction and installation of fixed offshore wind turbine foundations and inter-

array cables, heavy lifting operations, decommissioning and heavy transportation are generally contracted on a fixed-price

basis. Similar to EPIC contracts, the promised goods and services within renewables contracts are considered to be distinct

as a bundle and hence one performance obligation with revenue being recognised over time. Although the promises within

the contract are capable of being distinct, management has concluded that they are not due to the significant integration,

customisation and highly interrelated nature of each contract. The contract work performed is for the sole benefit of the

customer who continually monitors progress, and the Group would not have an alternative use for work performed under

a specific contract. Clients may also participate in the supplier selection processes for procured items. The transaction

price for these types of contracts, where there is an element of variable consideration, is based upon the single most likely

outcome. Any additional work, such as scope changes or variation orders, as well as other variable consideration will be

included within the total price once the amounts can be reasonably estimated, and management has concluded that

this will not result in a significant revenue reversal in a future period.

For renewables contracts the input method used to progressively recognise revenue over time is based upon percentage-of-

completion whereby total costs incurred to date are compared with total forecast costs-at-completion of the contract.

This method provides a faithful depiction of the transfer of the goods and services to the customer. Any significant upfront

procurement which is not customised for the particular contract is not included within the actual cost of work performed at

each period end. An adjustment to the measure of progress may be required where significant inefficiencies occur which

were not reflected in the price of the contract. Typically, payment is due from the client approximately 30–45 days following

the issuance of the invoice, although this may be longer depending upon the customer or customary payment terms in certain

geographies. These contracts have no significant financing component as the period between when the Group transfers the

promised goods or services to the customer and when the customer pays for those goods or services will be one year or

less. In circumstances where the Group has recognised revenue, but not issued an invoice, the entitlement to consideration

is recognised as a construction contract asset. The construction contract asset is transferred to trade and other receivables

in accordance with the contractual milestone schedule which reflects the unconditional entitlement to payment. The time

elapsing before transfer to trade and other receivables may be different between contracts depending upon the contractual

terms and conditions. Construction contract liabilities arise when progress billings exceed contract revenues. Assurance type

warranty periods commence at the completion of the contractual obligations. Construction contract asset and liability

balances at 31 December 2025 and 2024 are disclosed within Note 22 ‘Construction contracts’.

The Group operates a fleet of vessels which provide heavy transportation services mainly related to the offshore energy

sector, including the fixed offshore wind market. Under these contracts the Group’s vessels transport a specific agreed-upon

cargo for a single voyage. The Group treats these as voyage charter contracts and applies the input method to progressively

recognise revenue over time based upon percentage-of-completion whereby total costs incurred to date are compared with

total forecast costs at completion of the contract. This method provides a faithful depiction of the transfer of the goods and

services to the customer. The Group generally has standard payment terms of approximately 10% freight paid on signing of

contract, 40% on loading and 50% on discharge. These contracts have no significant financing component as the period

between when the Group transfers the promised goods or services to the customer and when the customer pays for

those goods or services will be one year or less. Voyage charter contracts consist of a single performance obligation

of transporting cargo within a specified period. The voyage charters generally have variable consideration in the form of

demurrage, which is recognised over the period in which the performance obligations are met under the contract. Demurrage

is estimated at contract inception using either the expected value or most likely amount approaches. Such estimate is

reviewed and updated over the term of the voyage charter contract.

Corporate

Revenue within the Group’s Corporate business unit, which is not material to the Group, relates to activities in its autonomous

subsidiaries, Xodus and 4Subsea. Contracts with customers in these subsidiaries are contracted on either a fixed-price or day-

rate basis. Revenue related to these contracts is recognised using the method described previously for similar contracts

within the Subsea and Conventional and Renewables business units. Payment is due from the client approximately 30–60 days

following the issuance of the invoice. These contracts have no significant financing component as the period between when the

Group transfers the promised goods or services to the customer and when the customer pays for those goods or services will

be one year or less. Construction contract asset and liability balances related to fixed-price contracts at 31 December 2025 and

2024 are disclosed within Note 22 ‘Construction contracts’. Unbilled revenue-related work completed on day-rate contracts,

which has not been billed to clients, is included within Note 21 ‘Other accrued income and prepaid expenses’.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

3. Material accounting policies continued

Advances received from customers

For certain contracts the Group may receive short-term advances from customers which are presented as deferred revenue

within the Consolidated Balance Sheet. Advances received from customers include amounts received before the work is

performed on day-rate and fixed-price contracts. The consideration is not adjusted for the effects of a financing component

where the Group expects, at contract inception, that the period between when the customer pays for the service and when

the Group transfers that promised service to the customer will be 12 months or less.

Variable consideration

Variable consideration is constrained at contract inception to the extent that it is highly probable that a significant reversal in

the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration

is subsequently resolved.

Warranty obligations

The Group provides warranties for the repair of defects which are identified during the contract and within a defined period

thereafter. All are assurance-type warranties, as defined within IFRS 15, which the Group recognises under IAS 37

‘Provisions, Contingent Liabilities and Contingent Assets’. The Group does not have any contractual obligations for service-

type warranties.

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets, which are assets that

necessarily take a substantial period of time to prepare for their intended use, are added to the cost of those assets, until

such time as the assets are substantially ready for their intended use. These amounts are calculated using the effective

interest rate related to the period of the expenditure. All other borrowing costs are recognised in the Consolidated Income

Statement in the period in which they are incurred.

Finance costs

Finance costs or charges, including premiums on settlement or redemption and direct issue costs, are accounted for on an

accruals basis using the effective interest rate method.

Retirement benefit costs

The Group administers several defined contribution pension plans. Obligations in respect of such plans are charged to the

Consolidated Income Statement as they fall due. In addition, the Group administers one defined benefit pension plan. The

cost of providing benefits under the defined benefit plan is determined using the projected unit credit actuarial valuation method.

Taxation

Taxation expense or income recorded in the Consolidated Income Statement or Consolidated Statement of Other

Comprehensive Income represents the sum of the current tax and deferred tax charge or credit for the year.

Current tax

Current tax is based on the taxable income for the year, together with any adjustments to tax payable in respect of prior

years. Taxable income differs from income before taxes as reported in the Consolidated Income Statement because it

excludes items of income or expense that are taxable or deductible in other periods and further excludes items that are

never taxable or deductible. The tax laws and rates used to compute the Group’s current tax liabilities are those that are

enacted or substantively enacted at the balance sheet date.

In accordance with IFRIC 23 ‘Uncertainty over Income Tax Treatments’, a liability is recognised for those matters for which

the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority.

The liabilities are measured at the most likely amount expected to become payable. The assessment is based on the judgement

of tax professionals within the Group supported by previous experience in respect of such activities and in certain cases

based on specialist independent tax advice.

Current tax assets or liabilities are representative of taxes being owed by, or owing to, local tax authorities, and include the

impact of any provisions required for uncertain tax treatments.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and

liabilities in the Consolidated Balance Sheet and the corresponding tax bases used in the computation of taxable income

and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable

temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable income will be

available against which deductible temporary differences can be utilised. Such assets or liabilities are not recognised if the

temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets or liabilities

in a transaction (other than in a business combination) that does not affect either the taxable income or the accounting

income before taxes.

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Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests

in associates and joint ventures, except where the Group is able to control the reversal of the temporary difference, and it is

probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets are only recognised to

the extent that it is probable that taxable income will be available against which deductible temporary differences can be

utilised. Deferred tax assets are derecognised or reduced to the extent that it is no longer probable that sufficient taxable

income will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are substantively enacted and expected to apply in the period when the asset

is realised, or the liability is settled. Deferred tax is charged or credited to the Consolidated Income Statement, except when

it relates to items charged or credited directly in the Consolidated Statement of Comprehensive Income in which case the

deferred tax is also recognised within the Consolidated Statement of Comprehensive Income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to

settle its current income tax assets and liabilities on a net basis.

Significant tax estimates and judgements

In accordance with IFRIC 23, a provision for an uncertain tax treatment is made where the ultimate outcome of a particular

tax matter is uncertain. In calculating tax assets and liabilities, the Group assesses the probability of treatment being

accepted and, where this is not probable and a reasonable estimate can be made, the Group recognises a provision for

the adjustment it considers probable to be required.

OECD Pillar Two

The Group adopted the amendments to IAS 12 ‘Income Taxes’ for the first time in 2023. The IASB amended the scope of IAS

12 to clarify that it applied to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two

model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in

those rules. The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12,

so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar

Two income taxes. Following the amendments, the Group is required to disclose that it has applied the exception and to

disclose separately its current tax expense or income related to Pillar Two income taxes.

Dry-dock, mobilisation and decommissioning expenditure

Dry-dock expenditure incurred to maintain a vessel’s classification is capitalised in the Consolidated Balance Sheet as a

distinct component of the asset and amortised over the period until the next scheduled dry-docking (usually between two-

and-a-half years and five years). At the date of the next dry-docking, the previous dry-dock asset and accumulated amortisation

is derecognised. All other repair and maintenance costs are recognised in the Consolidated Income Statement as incurred.

Intangible assets other than goodwill

Intangible assets acquired separately are measured at cost at the date of initial acquisition. Following initial recognition,

intangible assets are measured at cost less amortisation and impairment charges. Intangible assets acquired as part of a

business combination are measured at fair value at the date of acquisition. Following initial recognition, intangible assets

acquired as part of a business combination are measured at acquisition date fair value less amortisation and impairment charges.

Internally generated intangible assets are not capitalised, with the exception of development expenditure which meets the

criteria for capitalisation specified in IAS 38 ‘Intangible Assets’.

Intangible assets with finite lives are amortised over their useful economic life and are assessed for impairment whenever

there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for

intangible assets with finite useful lives are reviewed annually. Changes in the expected useful life are accounted for by

changing the amortisation period or method and are treated as changes in accounting estimates. The amortisation expense

related to intangible assets with finite lives is recognised in the Consolidated Income Statement in the expense category

consistent with the function of the intangible asset.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

3. Material accounting policies continued

Property, plant and equipm

ent

Property, plant and equipment acquired separately, including critical spare parts acquired and held for future use, are measured

at cost less accumulated depreciation and accumulated impairment charges.

Assets under construction are recognised at cost, less any recognised impairment charges. Depreciation of these assets

commences when the assets become operational and are deemed available-for-use.

Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:

Vessels

10 to 25 years

Operating equipment

3 to 10 years

Buildings

20 to 25 years

Other assets

3 to 7 years

Land is not depreciated.

Vessels are depreciated to their estimated residual value. Residual values, useful economic lives and methods of depreciation

are reviewed at least annually and adjusted if appropriate.

Gains or losses arising on disposal of property, plant and equipment are determined as the difference between any disposal

proceeds and the carrying amount of the asset at the date of the transaction. Gains and losses on disposal are recognised in

the Consolidated Income Statement in the period in which the asset is disposed.

Impairment of non-financial assets

At each reporting date, the Group assesses whether there is any indication that non-financial assets, including intangible

assets, property, plant and equipment and right-of-use assets, may be impaired. If any such indication exists, or when annual

impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable

amount is the higher of the asset’s fair value less costs of disposal and its value-in-use. Where an asset does not generate

cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit

(CGU) to which the asset is allocated. Where the carrying amount of an asset exceeds its recoverable amount, the asset is

impaired. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and risks specific to the asset. In

determining fair value less costs of disposal, an appropriate valuation model is used.

Management has considered the potential impacts of climate risk and whether this will have an adverse impact on the

future use of the Group’s assets, including vessels and equipment. It is expected that oil and gas will continue to contribute

a significant, although declining, part in the transition to sustainable lower-carbon energy until at least 2050. The Group is

in a position to utilise its vessels and to adapt vessels, where required, for initiatives such as offshore carbon capture and

storage. The Group, through Seaway7, also operates within the offshore renewable sector including fixed offshore wind,

and it is expected that demand for the Group’s services will increase due to climate-related opportunities. The Group

continues to address the carbon emissions impact from vessel operations and invest in its fleet by assessing the viability of

lower-carbon fuels and converting vessels to hybrid power where practical. The former is dependent upon the development

of suitable alternative fuels being available globally, at scale, and commercially viable. The Group has launched and installed

a digital data analytic system across its vessel fleet to establish and define robust operating baselines from which efficiencies

can be implemented and measured. In addition, the Group has installed digital fuel flowmeters across its fleet to enable

automated tracking and reporting of fuel use and Scope 1 GHG emissions. These climate-resilient strategies, including

hybridisation of selected vessels in the existing fleet, offer potentially lower-carbon options to the Group’s customers.

Management does not consider there to be a significant risk that the Group’s vessels will become obsolete due to climate

considerations as they form a key part in the transition to the provision of sustainable energy.

Impairment charges are recognised in the Consolidated Income Statement in the expense category consistent with the

function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment

charges may require to be reversed. If such an indication exists, the Group makes an estimate of the recoverable amount.

A previously recognised impairment charge is reversed only if there has been a change in the estimates used to determine

the asset’s recoverable amount since the last impairment charge was recognised. If that is the case the carrying amount of

the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have

been determined, net of depreciation, had no impairment charge been recognised for the asset in prior periods. Any such

reversal is recognised in the Consolidated Income Statement. The following criteria are also applied in assessing impairment

of specific assets:

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Goodwill

An assessment is made at each reporting date as to whether there is an indication of impairment. Goodwill is reviewed for

impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be

impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,

allocated to each of the Group’s CGUs, or group of CGUs, that are expected to benefit from the combination.

Each CGU, or group of CGUs, to which the goodwill is allocated initially represents the lowest level within the Group at

which the goodwill is monitored for internal management purposes and is not larger than an operating segment determined

in accordance with IFRS 8 ‘Operating Segments’. If circumstances give rise to a change in the composition of CGUs and a

reallocation is justified, goodwill is reallocated based on relative value at the time of the change in composition. Following any

reorganisation, the CGU cannot be larger than an operating segment determined in accordance with IFRS 8. Impairment is

determined by assessing the recoverable amount of the CGU, or group of CGUs, to which the goodwill relates. Recoverable

amounts are determined based on value-in-use calculations using discounted pre-tax cash flow projections based on risk-

adjusted financial forecasts approved by the Executive Management Team.

As cash flow projections are risk-adjusted for CGU-specific risks, risk premiums are not applied to the discount rate which

is applied to all CGUs. The discount rate applied to the cash flow projections is a pre-tax rate and reflects current market

assessments of the time value of money, risks specific to the Group and a normalised capital structure for the industry.

Where the recoverable amount of the CGU, or group of CGUs, is less than the carrying amount, an impairment charge is

recognised in the Consolidated Income Statement. Where goodwill forms part of a CGU, or group of CGUs, and part of the

operation within that CGU is disposed, the goodwill associated with the operation disposed is included in the carrying amount

of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed in this circumstance is

measured based on the relative values of the operation disposed and the portion of the CGU retained.

Associates and joint ventures

At each reporting date the Group determines whether there is any objective evidence that the investment in an associate or

joint venture is impaired. If this is the case, the Group calculates the amount of impairment as being the difference between

the estimated fair value of the associate or joint venture and its carrying amount. The resultant impairment charge is recognised

in the Consolidated Income Statement.

Financial instruments

Classification and measurement

The Group’s financial assets include cash and short-term deposits, trade and other receivables, construction contract assets,

other receivables, derivative financial instruments and equity investments which are classified as other financial assets. The Group’s

financial liabilities include trade and other payables, contingent consideration, borrowings and derivative financial instruments.

Initial measurement is based upon one of four IFRS 9 ‘Financial Instruments’ models: amortised cost; fair value through profit

or loss (FVPL); fair value through other comprehensive income (with recycling of accumulated gains and losses); or fair value

through other comprehensive income (without recycling of accumulated gains and losses).

Classification and subsequent measurement is dependent upon the business model under which the Group holds and

manages the financial asset; and whether the contractual cash flows resulting from the instrument represent ‘solely

payments of principal and interest’ (the ‘SPPI criterion’).

All financial assets are classified at initial recognition and are initially measured at fair value net of transaction costs, with the

exception of those classified as FVPL. Classification as amortised cost is applicable where the instruments are held within a

business model with the objective to hold the financial assets in order to collect contractual cash flows and the cash flows

resulting from the instrument consist solely of principal and interest. Debt financial assets are subsequently measured at

FVPL, amortised cost or fair value through other comprehensive income (FVOCI) depending on classification.

Equity instruments are reported as other financial assets and are subsequently measured at FVPL when not considered to

be strategic in nature. Where the Group considers other financial assets to be strategic in nature and is expecting to hold

them for the foreseeable future, the investments are measured at FVOCI with no recycling of gains or losses to profit or loss

on derecognition.

All financial liabilities are classified at initial recognition and are initially measured at fair value net of transaction costs, with

the exception of those classified as FVPL. Financial liabilities are measured at FVPL when they meet the definition of held-for-

trading or when they are designated as such on initial recognition. Otherwise, financial liabilities are measured at amortised cost.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

3. Material accounting policies continued

Classification and measurement continued

The Group enters into forward foreign currency contracts in order to manage its foreign currency exposures; these

are measured at FVPL. The Group regularly enters into multi-currency contracts from which the cash flows may lead

to embedded foreign exchange derivatives in non-financial host contracts, carried at FVPL. The Group reassesses the

existence of an embedded derivative if the terms of the host financial instrument change significantly. The fair values of

derivative financial instruments are measured on bid prices for assets held and offer prices for issued liabilities based on

values quoted in active markets. Changes in the fair value of derivative financial instruments which do not qualify for hedge

accounting are recognised in the Consolidated Income Statement within other gains and losses.

Cash and cash equivalents comprise cash at bank, cash on hand, money market funds, and short-term highly liquid assets

with an original maturity of three months or less and which are readily convertible to known amounts of cash. Utilised revolving

credit facilities are included within current borrowings. Cash and cash equivalents are measured at amortised cost.

Inventories

Inventories comprise consumables, materials and non-critical spares and are valued at the lower of cost and net realisable

value.

Treasury shares

Treasury shares are the Group’s own equity instruments which are repurchased and shown within equity at cost, using the

first-in first-out basis. Gains or losses realised or incurred on the purchase, sale, reallocation or cancellation of the Group’s

own equity instruments are recognised within equity. No gains or losses are recognised in the Consolidated Income Statement.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past transaction or

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a

reliable estimate can be made of the amount of the obligation. The amount recognised represents the best estimate of the

expenditure expected to be required to settle the present obligation. Estimates are determined by the judgement of management

supplemented by the experience of similar transactions, and, in some cases, advice from independent experts. Contingent

liabilities are disclosed in Note 32 ‘Commitments and contingent liabilities’ but not recognised until they meet the criteria

for recognition as a provision. Where the Group is virtually certain that some, or all of, a provision will be reimbursed, that

reimbursement is recognised as a separate asset. The expense relating to any provision is reflected in the Consolidated

Income Statement at an amount reflective of the risks specific to the liability. Where the provision is discounted, any increase

in the provision due to the passage of time is recognised as a finance cost in the Group’s Consolidated Income Statement.

The following criteria are applied for the recognition and measurement of significant classes of provisions:

Onerous contracts

The Group recognises provisions for onerous contracts once the underlying event or conditions leading to the contract

becoming onerous are probable and a reliable estimate can be made. Onerous fixed-price contract provisions are assessed

in accordance with IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’. Onerous provisions are calculated on a

least net cost basis, which includes unavoidable costs only, while comparing these costs to the cost of cancelling a contract

and incurring early termination fees. The cost of fulfilling a contract includes both the incremental costs of fulfilling the

contract and an allocation of other costs which relate directly to fulfilling the contract.

Legal claims

In the ordinary course of business, the Group is subject to various claims, litigation and complaints. An associated provision is

recognised if it is probable that a liability has been incurred and the amount can be reliably estimated.

Earnings per share

Earnings per share is calculated using the weighted average number of common shares and common share equivalents

outstanding during each period excluding treasury shares. The potentially dilutive effect of outstanding performance shares

is reflected as share dilution in the computation of diluted earnings per share.

Right-of-use assets and lease liabilities

The Group applies IFRS 16 ‘Leases’ and assesses at contract inception whether a contract is, or contains, a lease. That is, if

the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The

Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-

value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right-

to-use the underlying assets.

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Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease, which is the date the underlying asset is

available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and

adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made at, or before, the commencement date less any lease

incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and

the estimated useful lives of the underlying assets which vary as follows:

Vessels 2 to 5 years

Operating equipment 2 to 5 years

Land and buildings 3 to 10 years

The cost of a right-of-use asset includes an estimate of costs expected to be incurred by the Group on termination of

the lease to reinstate the underlying asset to the condition required by the terms and conditions of the lease. The Group

assumes the obligation for those costs either at the commencement date or as a consequence of having utilised the underlying

asset during the period. Right-of-use assets are subject to a review for indicators of impairment at least annually.

Lease liabilities

The Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term.

The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on

an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the

exercise price of purchase options reasonably certain to be exercised by the Group. Variable lease payments that do not

depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in

which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses an incremental borrowing rate at the lease

commencement date where the interest rate implicit in the lease is not readily determinable. After the commencement

date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a

change in the lease payments or a change in the assessment of an option to purchase the underlying asset. Remeasurements

resulting from a change in the lease term are determined by discounting the revised lease payments using the interest rate

implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the incremental borrowing

rate at the date of reassessment.

The Group applies the short-term lease recognition exemption to its short-term leases, which are those leases which have a

lease term of 12 months or less from the commencement date and do not contain a purchase option. The Group also applies

the low-value assets recognition exemption to assets which are considered to be low value, as defined by IFRS 16 ‘Leases’.

Lease payments on short-term leases and leases of low-value assets are recognised as expenses in the Consolidated

Income Statement on a straight-line basis over the lease term.

4. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies which are described in Note 3 ‘Material accounting policies’,

management is required to make judgements, estimates and assumptions regarding the carrying amounts of assets and

liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical

experience and other assumptions that management believes to be reasonable under the circumstances. Actual results may

differ from these estimates under different assumptions or conditions. The estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates are recognised prospectively in the period in which the estimate is

revised in line with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’.

Revenue recognition

Group revenue for the year ended 31 December 2025 was $7.1 billion (2024: $6.8 billion). The Group’s accounting policies

under IFRS 15 ‘Revenue from Contracts with Customers’ are detailed in Note 3 ‘Material accounting policies’. The Group

accounts for long-term construction contracts for engineering, procurement, installation and commissioning (EPIC)

projects using the percentage-of-completion method, which is standard practice in the industry. Contract revenue, total

cost estimates and estimates of physical progression are reviewed by management on a monthly basis. Any adjustments

made as a result of these reviews are reflected in contract revenue or contract costs in the reporting period, based on the

percentage-of-completion method.

To the extent that these adjustments result in a reduction or elimination of previously reported contract revenue or costs,

a charge or credit is recognised in the Consolidated Income Statement; amounts in prior periods are not restated. Such a

charge or credit may be significant depending on the size of the project, the stage of project completion and the size of the

adjustment. Additional information that enhances and refines the estimating process is often obtained after the balance

sheet date but before the issuance of the Consolidated Financial Statements, which may result in an adjustment to the

Consolidated Financial Statements based on events, favourable or unfavourable, occurring after the balance sheet date.

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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

4. Critical accounting judgements and key sources of estimation uncertainty continued

Revenue recognition continued

The percentage-of-completion method requires management to make reliable estimates of physical progression, costs

incurred, full project contract costs and full project contract revenue. The Group’s Project Monthly Status Reports (PMSRs)

evaluate the likely outcome of each individual project for the purpose of making reliable estimates of revenue, cost and

progression, measured either by cost incurred to date or physical progression. A key element of the PMSRs is the estimate

of contingency. Contingency is an estimate of the costs required to address the potential future outcome of identified project

risks. The Group uses a systematic approach in estimating contingency based on project size. This approach utilises a project

specific risk register in order to identify and assess the likelihood and impact of these risks. The most significant risks and

uncertainties in the Group’s projects typically relate to the offshore phase of operations. Identified risks that materialise may

result in increased costs. Contingency associated with identified risks are removed from the full project cost estimate

throughout the remaining life of the project if the identified risks have not, or are not, expected to materialise.

Goodwill carrying amount

At 31 December 2025, goodwill of $157.0 million was recognised on the Group’s Consolidated Balance Sheet (2024: $183.7 million).

Goodwill is reviewed at least annually to assess whether there is objective evidence to indicate that the carrying amount of goodwill

requires impairment at a CGU level. The impairment review is performed on a value-in-use basis which requires the estimation of

future cash flows. Further details relating to the impairment review process are disclosed in Note 3 ‘Material accounting policies’

and Note 12 ‘Goodwill’.

Property, plant and equipment

At 31 December 2025, property, plant and equipment with a carrying amount of $3.8 billion was recognised on the Group’s

Consolidated Balance Sheet (2024: $4.0 billion). Property, plant and equipment is recorded at cost and depreciation is

recorded on a straight-line basis over the estimated useful lives of the assets. Management uses its experience to estimate

the remaining useful economic life and residual value of an asset.

A review for indicators of impairment is performed at each reporting date. When events or changes in circumstances indicate

that the carrying amount of property, plant and equipment may not be recoverable, a review for impairment is carried out by

management. Where the value-in-use method is used to determine the recoverable amount of an asset, management uses its

judgement in determining the CGU to which the asset belongs, or whether the asset can be considered a CGU in its own

right. The level of aggregation of assets is a significant assumption made by management and includes consideration of

which assets generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Management has determined that vessels are not CGUs individually as they do not generate cash inflows independently of

other Group assets. Once the CGU has been determined management uses its judgement in determining the value-in-use

of the CGU, as detailed in Note 12 ‘Goodwill’. Where an asset is considered a CGU in its own right management uses its

judgement to estimate future asset utilisation, cash flows, remaining life and the discount rate used.

Recognition of provisions and disclosure of contingent liabilities

At 31 December 2025, provisions with a carrying amount of $77.9 million were recognised on the Group’s Consolidated

Balance Sheet (2024: $92.1 million). In the ordinary course of business, the Group becomes involved in contract disputes

from time-to-time due to the nature of its activities as a contracting business involved in multiple long-term projects at any

given time. The Group recognises provisions to cover the expected risk of loss to the extent that negative outcomes are

likely and reliable estimates can be made. The final outcomes of these contract disputes are subject to uncertainties as to

whether or not they develop into formal legal action and therefore the resulting liabilities may exceed the liability anticipated

by management.

Furthermore, the Group may be involved in legal proceedings from time-to-time; these proceedings are incidental to the

ordinary conduct of its business. Litigation is subject to many uncertainties, and the outcome of individual matters is not

predictable with assurance. It is reasonably possible that the final resolution of any litigation could require the Group to

incur additional expenditures in excess of provisions that it may have previously recognised.

Management uses its judgement in determining whether the Group should recognise a provision or disclose a contingent

liability. These judgements include whether the Group has a present obligation and the probability that an outflow of economic

resource is required to settle the obligation. Management may also use its judgement to determine the amount of the obligation

or contingent liability. Management uses external advisers to assist with some of these judgements. Further details relating to

provisions and contingent liabilities are shown in Note 31 ‘Provisions’ and Note 32 ‘Commitments and contingent liabilities’.

Taxation

At 31 December 2025, non-current deferred tax assets were $119.3 million (2024: $93.6 million), current tax assets were

$157.4 million (2024: $105.3 million), non-current deferred tax liabilities were $121.5 million (2024: $87.3 million) and current

tax liabilities were $113.9 million (2024: $125.0 million). The Group is subject to corporate income tax in numerous jurisdictions

and significant judgement is required in calculating the consolidated tax position. There are transactions for which the

ultimate tax determination is uncertain and for which the Group makes provisions based on internal assessments, experience

and appropriate external advice, including in respect of the recognition of assets relating to the future recoverability of tax

losses and other attributes.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Each year a detailed review of the Group’s uncertain tax treatments and provisions is undertaken in accordance with IFRIC

23. Where the outcome of these reviews differs from the amounts previously recorded, the difference will impact the tax

charge in the period in which the outcome is determined. Details of key judgements and other issues considered are set out

in Note 9 ‘Taxation’.

5. Segment information

The Group operates with an organisational structure comprising three business units: Subsea and Conventional, Renewables

and Corporate. These business units represent the Group’s operating segments and are defined as follows:

Subsea and Conventional

The Subsea and Conventional business unit includes:

x Subsea Umbilicals, Risers and Flowlines (SURF) activities related to the engineering, procurement, installation and

commissioning of highly complex subsea oil and gas systems in deep waters, including the long-term contracts for PLSVs

in Brazil;

x Conventional services including the fabrication, installation, extension and refurbishment of fixed and floating platforms

and associated pipelines in shallow water environments;

x Activities associated with the provision of inspection, repair and maintenance (IRM) services, integrity management of

subsea infrastructure and remote intervention support;

x Activities associated with heavy lifting operations and decommissioning of redundant offshore structures;

x Activities associated with carbon capture, utilisation and storage (CCUS); and

x Share of net income of the Group’s associate, OneSubsea.

This segment includes costs, including depreciation, amortisation, impairment charges and impairment reversals, related to

owned and long-term leased vessels, equipment and offshore personnel deployed in Subsea and Conventional activities.

Renewables

The Renewables business unit comprises activities primarily related to the delivery of fixed offshore wind farm projects

and floating wind activities. Activities include the procurement and installation of offshore wind turbine foundations and inter-

array cables as well as heavy lifting operations and heavy transportation services for renewables structures. This segment

includes costs, including depreciation, amortisation and impairment charges, related to owned and long-term leased vessels,

equipment and offshore personnel deployed in Renewables activities.

Corporate

The Corporate business unit includes Group-wide activities, and associated costs, including captive insurance activities,

operational support, corporate services and costs associated with discrete events such as restructuring. The Corporate

business unit also includes the results of the Group’s autonomous subsidiaries, Xodus and 4Subsea, and activities in emerging

energies such as hydrogen. A significant portion of the Corporate business unit’s costs are allocated to the Subsea and

Conventional and Renewables business units based on a percentage of external revenue.

The accounting policies of the business units are the same as the Group’s accounting policies, which are described in Note 3

‘Material accounting policies’.

Allocations of costs also occur between segments based on the physical location of personnel. The Chief Operating Decision

Maker (CODM) is the Chief Executive Officer of the Group. The CODM is assisted by the other members of the Executive

Management Team. Neither total assets nor total liabilities by operating segment are regularly provided to the CODM and

consequently no such disclosure is shown.

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165

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

5. Segment information continued

Summarised financial information, including the disaggregation of the Group’s revenue from contracts with customers,

concerning each operating segment is as follows:

For the year ended 31 December 2025

	Subsea and
(in $ millions)	Conventional	Renewables	Corporate	Total
Selected financial information:
Revenue (a)/(b)/(c)
Fixed-price contracts	4,974.0	1,214.1	18.8	6,206.9
Day-rate contracts	785.6	–	93.8	879.4
	5,759.6	1,214.1	112.6	7,086.3
Operating expenses	(4,868.8)	(1,096.6)	(46.0)	(6,011.4)
Share of net income of associates and joint ventures	38.0	–	–	38.0
Depreciation, mobilisation and amortisation charges	(540.1)	(119.6)	(19.5)	(679.2)
Impairment of goodwill	–	–	(17.6)	(17.6)
Impairment of property, plant and equipment, intangible assets and right- of-use assets	(5.0)	(6.5)	(2.1)	(13.6)
Impairment of interests in associates and joint ventures	–	–	(1.7)	(1.7)
Net gain/(loss) on disposal of property, plant and equipment and maturity
of lease liabilities	2.6	(0.2)	–	2.4
Reconciliation of net operating income/(loss) to income before taxes:
Net operating income/(loss)	762.0	75.3	(66.6)	770.7
Finance income				22.8
Other gains and losses				(84.4)
Finance costs				(87.3)
Income before taxes				621.8
A djusted EBITDA (d)	1,304.5	201.6	(25.7)	1,480.4
A djusted EBITDA margin (d)	22.6%	16.6%	(22.8%)	20.9%

(a) Revenue represents only external revenue for each segment. An analysis of inter-segment revenue has not been included as this information is not

provided to the CODM.

(b) Two clients (2024: two clients) within the Subsea and Conventional segment in the year individually accounted for more than 10% of the Group’s revenue.

The revenue from these clients was as follows: Client A $1,466.4 million (2024: $1,036.0 million) and Client B $826.5 million (2024: $815.5 million).

(d) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted

EBITDA margin refer to ‘Additional information – APMs’ on pages 211 to 214.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

For the year ended 31 December 2024

	Subsea and
(in $ millions)	Conventional	Renewables	Corporate	Total
Selected financial information:
Revenue (a)/(b)/(c)
Fixed-price contracts	4,815.1	1,190.8	16.8	6,022.7
Day-rate contracts	684.9	41.6	87.8	814.3
	5,500.0	1,232.4	104.6	6,837.0
Operating expenses	(4,974.6)	(1,140.3)	(17.4)	(6,132.3)
Share of net income/(loss) of associates and joint ventures	38.1	–	(0.1)	38.0
Depreciation, mobilisation and amortisation charges	(488.7)	(115.9)	(17.9)	(622.5)
Impairment of goodwill	–	(6.2)	–	(6.2)
Impairment of property, plant and equipment and intangible assets	(3.7)	(10.8)	(1.3)	(15.8)
Net (loss)/gain on disposal of property, plant and equipment and maturity
of lease liabilities	(1.4)	1.3	–	(0.1)
Reconciliation of net operating income/(loss) to income before taxes:
Net operating income/(loss)	403.5	53.4	(11.4)	445.5
Finance income				24.4
Other gains and losses				(0.5)
Finance costs				(101.2)
Income before taxes				368.2
A djusted EBITDA (d)	897.3	185.0	7.8	1,090.1
A djusted EBITDA margin (d)	16.3%	15.0%	7.5%	15.9%

(a) Revenue represents only external revenue for each segment. An analysis of inter-segment revenue has not been included as this information is not

provided to the CODM.

(b) Revenue from contracts with customers recognised over time as defined by IFRS 15.

(c) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted

EBITDA margin refer to ‘Additional information – APMs’ on pages 211 to 214.

Geographic information

Revenue from external clients

Based on the Group’s subsidiaries’ or branches’ country of registered office holding the customer contract, revenue is split

as follows:

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Norway	1,664.6	1,591.0
United Kingdom	1,580.6	1,238.9
Brazil	1,539.7	1,366.6
US	672.7	514.8
Netherlands	366.2	158.7
Australia	317.1	473.7
Türkiye	277.4	142.8
Germany	142.5	263.1
Saudi Arabia	130.2	219.0
Angola	122.6	198.0
Singapore	52.8	133.8
Egypt	48.8	41.4
Trinidad & Tobago	38.7	42.7
Mexico	36.7	6.7
Taiwan	34.0	289.1
Other countries	61.7	156.7
	7,086.3	6,837.0

(a) Comparative information for the year ended 31 December 2024 includes revenue of $51.4 million from the Group’s subsidiaries or branches with a

registered office in Guyana.

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

5. Segment information continued

Non-current assets

Based on the country of registered office of the Group’s subsidiaries or branches, non-current assets for this purpose

consist of intangible assets, property, plant and equipment, right-of-use assets and interests in associates and joint ventures,

are located in the following countries:

	2025	2024
At (in $ millions)	31 Dec	31 Dec
United Kingdom	2,364.9	2,480.8
Norway	868.3	987.1
Isle of Man	641.1	581.4
Netherlands	416.6	400.8
US	122.3	170.1
Brazil	45.8	41.8
France	33.1	5.2
Angola	21.8	22.5
Other countries	37.7	126.2
	4,551.6	4,815.9

(a) Comparative information for the year ended 31 December 2024 includes non-current assets of $64.8 million from the Group’s subsidiaries or

branches with a registered office in Egypt.

6. Net operating income

Net operating income includes:

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Employee benefits	1,630.9	1,603.3
Lease expense for short-term leased assets	804.5	791.5
Lease expense for low-value leased assets	0.4	1.2
Variable lease amounts not included within lease liabilities	4.1	(0.3)
Depreciation of property, plant and equipment (Note 14)	391.7	374.9
Amortisation of right-of-use assets (Note 15)	259.9	216.6
Amortisation of intangible assets (Note 13)	15.2	14.3
Amortisation of mobilisation costs	12.4	16.7
Impairment of goodwill (Note 12)	17.6	6.2
Impairment of property, plant and equipment (Note 14)	10.1	14.2
Impairment of intangible assets (Note 13)	2.1	1.6
Impairment of right-of-use assets (Note 15)	1.4	–
Net (gain)/loss on disposal of property, plant and equipment and maturity of lease liabilities	(2.4)	0.1
Research and development costs	12.8	13.5
Auditor’s remuneration	4.9	4.3
Net credit impairment (reversal)/charge for financial assets (Note 33)	(0.3)	0.4
Net (decrease)/increase in allowances for expected credit losses for financial assets	(1.5)	1.2
Net increase/(decrease) in allowances for expected credit losses for construction contract assets (Note 22)	–	(0.4)

The total fees chargeable to the Group by the principal auditing firm Ernst & Young S.A. and other member firms of Ernst &

Young Global Limited were:

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Audit fees	4.3	3.9
Other assurance fees	0.3	0.3
Non-audit fees	0.2	–
Tax fees	0.1	0.1
	4.9	4.3

Audit fees constitute charges incurred for the audit of the Consolidated Financial Statements and statutory financial

statements of Subsea 7 S.A. and certain subsidiaries. Fees were primarily incurred in connection with the year ended

31 December 2025 but include final settlement of charges associated with the year ended 31 December 2024.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Tax fees constitute charges incurred for non-prohibited professional services rendered by the Group’s principal auditor and

member firms relating to the provision of tax advice and tax compliance services for work undertaken during the year ended

31 December 2025. Fees were primarily incurred in connection with the year ended 31 December 2025.

The Group’s Audit and Sustainability Committee policy requires pre-approval of audit and non-audit services prior to

the appointment of the providers of professional services together with highlighting excluded services which the Group’s

principal auditor cannot provide. The Audit Committee and Sustainability delegates approval to the Chief Financial Officer

based on predetermined limits. The Audit and Sustainability Committee pre-approved or, in cases where pre-approval was

delegated, ratified all audit and non-audit services, provided by the Group’s principal auditor, to Subsea 7 S.A. and its

subsidiaries during the year ended 31 December 2025.

Reconciliation of operating expenses and administrative expenses by nature

		31 Dec 2025			31 Dec 2024
	Operating	Administrative		Operating	Administrative
For the year ended (in $ millions)	expenses	expenses	Total expenses	expenses	expenses	Total expenses
Direct project-related costs, including
procurement	2,626.3	–	2,626.3	2,793.0	–	2,793.0
Employee benefits	1,430.5	2 00.4	1,630.9	1,418.4	184 .9	1,60 3.3
Lea se expense for short-term leased assets	803. 3	1.2	804. 5	790 .4	1.1	791.5
Lease expense for low-value leased assets	0.3	0.1	0.4	1.1	0 . 1	1.2
Variable lease amounts not included within
lease liabilities	4.1	–	4.1	(0.3)	–	(0.3 )
Depreciation, amortisation and mobilisation	638.0	41 .2	679.2	585.0	3 7.5	622.5
Impairment of goodwill	17.6	–	17.6	6. 2	–	6. 2
I mpairment of property, plant and equipment	10.1	–	10.1	14 .2	–	14 .2
I mpairment of intangible assets	2.1	–	2.1	1.6	–	1.6
Impairment of right-of-use assets	0.9	0.5	1.4
Net (gain)/loss on disposal of property, plant
and equipment and maturity of lease liabilities	(2.4)	–	(2.4)	0.1	–	0.1
Net credit impairment (reversal)/charge for financial assets	(0.5)	0 .2	(0.3)	0.4	–	0.4
Net increase/(decrease) in allowances for expected credit losses for financial assets	(1.5)	–	(1.5)	1.2	–	1.2
Net decrease in allowances for expected credit
losses for construction contract assets	–	–	–	(0. 4)	–	(0.4 )
Other expenses	482.6	96.9	579.5	521.4	7 3.6	595.0
Total	6,011.4	3 40.5	6,351.9	6,132. 3	297. 2	6,429.5

7. Other gains and losses

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Fair value (losses)/gains on derivative financial instruments mandatorily measured at fair value through profit or loss	(0.8)	0.4
Net gains on business combinations post measurement periods	0.7	–
Remeasurement loss on business combination	–	(0.9)
Net foreign currency exchange gains (a)	(84.3)	–
Total	(84.4)	(0.5)

(a) Net foreign currency exchange gains include fair value gains and losses on embedded derivatives.

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

8. Finance income and finance costs

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Interest on financial assets measured at amortised cost	22.8	24.4
Total finance income	22.8	24.4

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Interest and fees on financial liabilities measured at amortised cost	50.2	70.7
Total borrowing costs	50.2	70.7
Less: amounts capitalised and included in the cost of qualifying assets	(4.9)	(6.6)
	45.3	64.1
Interest on lease liabilities	26.8	34.7
Transactional charges	12.1	2.0
Interest on tax liabilities	3.1	0.4
Total finance costs	87.3	101.2

Borrowing costs included in the cost of qualifying assets during the year were calculated by applying to expenditure on such

assets an average capitalisation rate of 5.8% (2024: 6.8%) reflecting the cost of finance, dependent on the funding source.

9. Taxation

Tax recognised in the Consolidated Income Statement

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Tax charged in the Consolidated Income Statement
Current tax:
Corporation tax on income for the year	215.8	143.6
Adjustments in respect of prior years	(4.3)	7.5
Total current tax	211.5	151.1
Deferred tax (credit)/charge for the year	(2.2)	11.6
Adjustments in respect of prior years	8.3	(11.1)
Total deferred tax charge	6.1	0.5
Total	217.6	151.6

Tax recognised in the Consolidated Statement of Comprehensive Income

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Tax charge/(credit) relating to items recognised directly in comprehensive income
Current tax on:
Exchange differences	2.0	(2.2)
Income tax recognised directly in comprehensive income	2.0	(2.2)
Deferred tax on:
Remeasurement (loss)/gain on defined benefit pension scheme	(0.2)	0.2
Deferred tax recognised directly in comprehensive income	(0.2)	0.2
Total	1.8	(2.0)

Deferred tax recognised in the Consolidated Statement of Changes in Equity

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Share-based payments	(1.0)	(0.6)
Total	(1.0)	(0.6)

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Reconciliation of taxation

Income taxes have been provided for in accordance with IAS 12 ‘Income Taxes’, based on the tax laws and rates in the

countries where the Group operates and generates taxable income.

The reconciliation below uses a tax rate of 23.87% (2024: 24.94%) which represents the blended tax rate applicable to

Luxembourg entities.

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Income before taxes	621.8	368.2
Tax at the blended tax rate of 23.87% (2024: 24.94%)	148.4	91.8
Effects of:
Different tax rates of subsidiaries operating in other jurisdictions	(8.4)	(11.0)
Non-qualifying depreciation	1.3	1.0
Net cost/(benefit) of tonnage tax regimes	15.5	(42.5)
Withholding taxes and unrelieved overseas taxes	58.5	45.8
Non-deductible legal and professional fees	8.9	–
Non-deductible expenses and non-taxable income	9.7	8.0
Tax effect of share of net income of associates and joint ventures	(8.3)	(8.6)
Movement in unprovided deferred tax	(22.3)	59.8
Revisions to uncertain tax treatments	10.3	10.9
Adjustments related to prior years	4.0	(3.6)
Taxation in the Consolidated Income Statement	217.6	151.6

Deferred tax

Movements in the net deferred tax balance and the categories to which they relate were:

		Accrued
	Property,	expenses	Share-
	plant and	and deferred	based
(in $ millions)	equipment	income	payments	Tax losses	Other	Total
Balance at 1 January 2024	(45.5)	(34.1)	0.5	91.6	(4.8)	7.7
(Charged)/credited to:
Consolidated Income Statement	18.3	(26.5)	0.6	15.1	(8.0)	(0.5)
Other comprehensive income	–	( 0 .2)	–	–	–	(0.2)
Changes in equity	–	–	0.6	–	–	0.6
Balance sheet reclassifications	(0.2)	–	–	–	–	(0.2 )
Exchange differences	(0.6)	3 .2	(0.4)	(4.2)	0.9	(1.1)
Balance at 31 December 2024	(28.0)	(57.6)	1.3	102.5	(11.9)	6.3
(Charged)/credited to:
Consolidated Income Statement	(24.7)	38.7	1.7	(38.8)	17.0	(6.1)
Other comprehensive income	–	0 .2	–	–	–	0.2
Changes in equity	–	–	1.0	–	–	1.0
Balance sheet reclassifications	–	–	–	(3.9 )	–	(3.9 )
Ex change differences	(1.6)	2. 2	0.3	4.4	(5.0)	0. 3
B alance at 31 December 2025	(54.3)	(16.5)	4.3	64.2	0.1	(2.2)

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CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

9. Taxation continued

Deferred tax continued

The main categories of deferred tax assets and liabilities recognised on the Consolidated Balance Sheet, before offset of

balances within countries where permitted, were as follows:

At 31 December 2025

			Net recognised
	Deferred tax	Deferred tax	deferred tax
(in $ millions)	asset	liability	asset/(liability)
Property, plant and equipment	10.1	(64.4)	(54.3)
Accrued expenses and deferred income	68.4	(84.9)	(16.5)
Share-based payments	4.3	–	4.3
Tax losses	64.2	–	64.2
Other	4.9	(4.8)	0.1
Total	151.9	(154.1)	(2.2)

At 31 December 2024

			Net recognised
	Deferred tax	Deferred	deferred tax
(in $ millions)	asset	tax liability	asset/(liability)
Property, plant and equipment	31.5	(59.5)	(28.0)
Accrued expenses and deferred income	11.9	(69.5)	(57.6)
Share-based payments	1.3	–	1.3
Tax losses	102.5	–	102.5
Other	8.2	(20.1)	(11.9)
Total	155.4	(149.1)	6.3

Deferred tax is analysed in the Consolidated Balance Sheet, after offset of balances within countries, as:

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Deferred tax assets	119.3	93.6
Deferred tax liabilities	(121.5)	(87.3)
Total	(2.2)	6.3

At 31 December 2025, the gross amount and expiry dates of losses available for carry forward were as follows:

	Expiring	Expiring in	Expiring in
	within 5	6 to 10	11 to 20	Without
(in $ millions)	years	years	years	limit	Total
Losses for which a deferred tax asset is recognised	–	–	–	221.6	221.6
Losses for which no deferred tax asset is recognised	93.8	333.3	128.9	2,252.3	2,808.3
Total	93.8	333.3	128.9	2,473.9	3,029.9

At 31 December 2024, the gross amount and expiry dates of losses available for carry forward were as follows:

	Expiring	Expiring in	Expiring in
	within 5	6 to 10	11 to 20	Without
(in $ millions)	years	years	years	limit	Total
Losses for which a deferred tax asset is recognised	–	–	–	400.9	400.9
Losses for which no deferred tax asset is recognised	122.8	166.2	161.8	2,211.6	2,662.4
Total	122.8	166.2	161.8	2,612.5	3,063.3

The Group has recognised a deferred tax asset in respect of $105.3 million of losses in Brazil (2024: $45.1 million) out of a total of

$313.5 million, based on its forecast profitability; and continues to recognise $34.2 million of losses in the UK (2024: $221.5 million),

having utilised $187.3 million of previously recognised losses in the year.

Included in the above losses for which no asset is recognised were $1.6 billion (2024: $1.5 billion) in Luxembourg. Other jurisdictions

with significant accumulated unrecognised losses include Saudi Arabia ($218.7 million), and Singapore ($134.4 million), the

former as a result of uncertainty over the timing of future profitability, the latter being restricted in their utilisation against a

vessel chartering trade.

In addition, the Group has other unrecognised deferred tax assets of $39.8 million (2024: $86.8 million) in respect of other

temporary differences. These primarily relate to fixed asset timing differences in Nigeria and the Netherlands.

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No deferred tax has been recognised in respect of taxable temporary differences related to the unremitted earnings of the

Group’s subsidiaries, branches, associates and joint ventures where remittance is not contemplated and where the timing of

the distribution is within the control of the Group. The aggregate amount of unremitted earnings giving rise to such temporary

differences for which deferred tax liabilities were not recognised at 31 December 2025 was $343.6 million (2024: $258.7 million).

Tonnage tax regime

The Group has elected to have qualifying vessel-related activities taxed under tonnage tax regimes in the UK, Norway and

the Netherlands. The Group has re-elected into tonnage tax in the UK until 2030.

In 2025, the Group’s elections resulted in a negative impact on the Group’s tax charge of $15.5 million (2024: positive impact of

$42.5 million) primarily driven by tax charges on vessels as a result of moving between qualifying and non-qualifying structures.

Uncertain tax treatments

The Group’s business operations are carried out worldwide and, as such, the Group is subject to the jurisdiction of a

significant number of tax authorities at any point in time.

The Group routinely has to manage tax risks in respect of permanent establishments, transfer pricing and other international

tax issues. In common with other multinational companies, the conflict between the Group’s global operating model and the

jurisdictional approach of tax authorities can result in uncertainty as to the ultimate acceptability of the treatment of tax matters.

This often results in the Group’s filing positions being subject to audit, enquiry and possible re-assessment. During 2025, the

Group was subject to audits and disputes in, among others, Brazil, Germany, Mexico, Nigeria and Saudi Arabia. These audits

are at various stages of completion. The Group’s policy is to cooperate fully with the relevant tax authorities while seeking to

defend its tax positions.

The Group provides for the amount of taxes that it considers probable of being payable as a result of such audits and for

which a reasonable estimate can be made. Furthermore, for each reporting period management completes a detailed review

of uncertain tax treatments across the Group and makes provisions based on the probability of a liability arising. It is possible

that the ultimate resolution of these uncertainties could result in tax charges or credits that are materially higher or lower

than the amounts provided for.

In the year ended 31 December 2025, the Group recorded a net increase in the financial impact of uncertain tax treatments

of $10.3 million (2024: $10.9 million) as a result of revisions to estimated future obligations.

OECD Pillar Two

The Group is within the scope of the OECD Pillar Two model rules, and it applies the IAS 12 exception to recognising and

disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Under the legislation, the

Group is required to pay top-up tax on profits of its subsidiaries that are taxed at an effective tax rate of less than 15 per

cent. There are three transitional safe harbours which will apply through 2026, being a de minimis test, the routine profits

test and the ability to undertake a simplified effective tax rate calculation. After applying these safe harbours, the Group

does not believe it has any exposure to the legislation as it does not leverage off low tax jurisdictions, where it does not

have relevant substance.

The Group has elected to be taxed under three European tonnage tax regimes and the activities of the Group’s fleet can

extend beyond the definition of international shipping (being the transportation of passengers or cargo by ships in international

traffic) set out in the OECD model rules. As such, exposure to this tax could exist in the UK, the Netherlands, and Norway, as

well as the Isle of Man, where the Group’s captive insurance company is incorporated, but the level of other, non-tonnage tax,

activities in each of the UK, the Netherlands and Norway, together with the level of substance maintained in those jurisdictions

means that no top-up tax is expected other than in respect of Tartaruga Insurance Limited and for which a current year

provision of $0.7 million has been made in 2025.

10. Dividends

A dividend of NOK 13.00 per share was approved by the shareholders of Subsea 7 S.A. at the Annual General Meeting on

8 May 2025. The dividend, equivalent to a total of $376.2 million, was paid in two equal instalments on 22 May 2025 and

6 November 2025 to shareholders of Subsea 7 S.A. with respective record dates of 15 May 2025 and 30 October 2025.

Subsea 7 S.A. | Annual Report 2025

173

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

11. Earnings per share

Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the net income attributable to shareholders of the parent company by the

weighted average number of common shares in issue during the year, excluding shares repurchased by the Group and held

as treasury shares (Note 25 ‘Treasury shares’).

Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding to assume

conversion of all potentially dilutive common shares. The Group’s potentially dilutive common shares include those related to

performance shares.

The net income attributable to shareholders of the parent company and share data used in the basic and diluted earnings per

share calculations were as follows:

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Net income attributable to shareholders of the parent company	411.4	201.4
Earnings used in the calculation of diluted earnings per share	411.4	201.4

	2025	2024
	31 Dec	31 Dec
For the year ended	Number of shares	Number of shares
Weighted average number of common shares used in the calculation of basic earnings per share	295,742,708	298,183,212
Performance shares	1,987,153	1,596,541
Weighted average number of common shares used in the calculation of diluted earnings
per share	297,729,861	299,779,753

	2025	2024
For the year ended (in $ per share)	31 Dec	31 Dec
Basic earnings per share	1.39	0.68
Diluted earnings per share	1.38	0.67

During the year the following shares, that could potentially dilute the earnings per share, were excluded from the calculation

of diluted earnings per share due to being anti-dilutive:

	2025	2024
	31 Dec	31 Dec
For the year ended	Number of shares	Number of shares
Performance shares	1,029,628	834,917

12. Goodwill

(in $ millions)	Total
Cost
At 1 January 2024	2,462.0
Exchange differences	(24.9)
At 31 December 2024	2,437.1
Additions	1.9
Transfer to disposal group classified as held for sale (Note 20)	(15.4)
Exchange differences	115.7
At 31 December 2025	2,539.3
Accumulated impairment
At 1 January 2024	2,269.8
Impairment charges	6.2
Exchange differences	(22.6)
At 31 December 2024	2,253.4
Impairment charges	17.6
Exchange differences	111.3
At 31 December 2025	2,382.3
Carrying amount
At 31 December 2024	183.7
At 31 December 2025	157.0

Subsea 7 S.A. | Annual Report 2025

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

For financial management and reporting purposes, the Group is organised into management regions. Management regions

are aligned with the Group’s business units which are used by the Chief Operating Decision Maker (CODM) to allocate

resources and appraise performance.

The Group has nine CGUs which are aligned with management regions. At 31 December 2025 the Group’s CGUs comprised:

x CGUs for GPC East, Brazil and GPC West, Gulf of Mexico, Norway, and UK GIRM which include activities connected with

the performance of regional projects including SURF activities (related to the engineering, procurement, construction and

installation of offshore systems), the results of the Group’s associate, OneSubsea, Conventional services (including the

fabrication, installation, extension and refurbishment of platforms and pipelines in shallow water), the long-term PLSV

contracts in Brazil, activities connected with the provision of inspection, repair and maintenance services, integrity

management of subsea infrastructure and remote intervention support;

x Floating Wind CGU which includes activities related to floating wind solutions;

x Xodus CGU which includes activities related to engineering services, advisory services and environmental support;

x 4Subsea CGU which includes activities connected with integrity management of subsea infrastructure; and

x Renewables CGU which includes activities connected with three specialist segments of the fixed offshore wind market:

the installation of offshore wind turbine foundations and inter-array cables, heavy lifting and heavy transportation

operations related to the renewables sector.

The Group performed its annual goodwill impairment review at 31 December 2025. Subsequent to this review the carrying

amounts of the goodwill were allocated to the following CGUs:

	2025	2024
At (in $ millions)	31 Dec	31 Dec
4Subsea	16.6	14.7
Gulf of Mexico	21.0	19.0
Norway	7.7	9.4
Renewables	89.8	105.3
UK GIRM	21.9	19.8
Xodus	–	15.5
Total	157.0	183.7

On 21 February 2025, an indirect subsidiary of Subsea 7 S.A. acquired the entire share capital of Daymark Energy Advisors

Inc. The transaction resulted in the recognition of $1.9 million of goodwill, which was included within the Xodus CGU.

Following the Group’s annual impairment review, impairment charges of $17.6 million were recognised in the Xodus CGU. The

impairment charges were driven by a decrease in the recoverable amounts as a result of a challenging business environment,

in the short to medium term.

At 31 December 2025, there was no goodwill associated with the Floating Wind, GPC East, Brazil and GPC West and Xodus CGUs.

The recoverable amounts of the CGUs were determined based on a value-in-use calculation using pre-tax, risk-adjusted cash

flow projections approved by the Executive Management Team covering a five-year period from 2026 to 2030. These

projections include certain considerations for climate-related risks and opportunities. Future uncertainty around climate-

related risks continue to be monitored including policy, regulatory, legal, technological, market and societal considerations.

The present value of future cash flows is most sensitive to the terminal value assumptions; management considers that these

represent an appropriate balance between the oil and gas business and the growing renewables sector within the transition

to a lower-carbon economy. Cash flows beyond the five-year period were extrapolated in perpetuity using a 2.0% (2024: 2.0%)

growth rate for the Corporate and Subsea and Conventional business units and a 4.0% (2024: 4.0%) growth rate for the

Renewables business unit to determine the terminal value.

The pre-tax discount rate applied to the risk-adjusted cash flow projections was 11.9% (2024: 12.1%). Further information is

included in Note 1 ‘General information’.

Key assumptions used in value-in-use calculations

Management considers that the calculations of value-in-use for all CGUs are most sensitive to the following key assumptions:

x Adjusted EBITDA forecasts;

x capital expenditure forecasts;

x the pre-tax discount rate; and

x the growth rate used to extrapolate cash flows.

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175

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

12. Goodwill continued

Key assumptions used in value-in-use calculations continued

Adjusted EBITDA forecasts – the Adjusted EBITDA forecast for each CGU is dependent on a combination of factors

including market size, market share, contractual backlog, gross margins, future project awards, asset utilisation and an

assessment of the impacts of competition within the respective segments. Assumptions are based on a combination of

internal and external studies, management judgements and historical information, adjusted for any foreseen changes in

market conditions.

Replacement capital expenditure forecasts – the capital expenditure forecast for the Group is dependent on a combination

of factors including market size, asset utilisation and asset age. Assumptions are based on a combination of internal and

external studies, management judgements and historical information, adjusted for any foreseen changes in market conditions.

Replacement capital expenditure represents the amounts estimated to maintain the function of the assets in the CGU.

Pre-tax discount rate – the pre-tax discount rate was estimated based on the weighted average cost of capital of the Group,

amended to reflect a normalised capital structure for the energy sector. Risk premiums were not reflected in the discount

rate applied to individual CGUs as the CGU cash flow projections were risk adjusted.

Growth rate estimates – the growth rate used to extrapolate the cash flow projections beyond the five-year period is broadly

consistent with market expectations for long-term growth in the industry and assumes no significant change in the Group’s

market share and the range of services and products provided.

Sensitivity to changes in key assumptions

In determining the value-in-use recoverable amount for each CGU, sensitivities have been applied to key assumptions. The

industry in which the Group operates is cyclical and highly dependent on energy prices; this could lead to changes in future

cash flows which are greater than the sensitivity ranges applied.

In the performance of sensitivity analysis the impacts of the following changes to key assumptions were assessed:

x forecast Adjusted EBITDA – a 10% increase and decrease in the assumptions during the five-year period from 2026 to

2030, and the Adjusted EBITDA upon which terminal values have been calculated;

x replacement capital expenditure forecast – a 25% increase and decrease in the forecast replacement capital expenditure

assumptions during the five-year period from 2026 to 2030, and the capital expenditure upon which terminal values have

been calculated;

x pre-tax discount rate – an increase and decrease by 2 percentage points; and

x growth rate – an increase and decrease by 2 percentage points.

The impact on goodwill as a result of changes to the key assumptions used in the sensitivity analysis is as follows:

		Adjusted EBITDA		Discount rate		Capital expenditure		Long-term growth rate
(in $ millions)	10% decrease	10% increase	2% decrease	2% increase	25% decrease	25% increase	2% decrease	2% increase
Renewables	(89.8)	–	–	(89.8)	–	(89.8)	(89.8)	–

CGUs not impaired and not sensitive to impairment

Changes to the key assumptions used in the sensitivity analysis would not, in isolation, cause the recoverable amount of the

4Subsea, Gulf of Mexico, Norway and UK GIRM CGUs to be materially less than their carrying amount.

The Floating Wind, GPC East, Brazil and GPC West and Xodus CGUs have no goodwill at 31 December 2025, therefore any future

changes in the key assumptions, in isolation, would not result in an impairment charge being recognised against goodwill.

Subsea 7 S.A. | Annual Report 2025

176

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

13. Intangible assets

		Other
(in $ millions)	Software	intangibles	Total
Cost
At 1 January 2024	68.4	96.7	165.1
Additions	36.6	13.5	50.1
Disposals	(0.3)	(1.5)	(1.8)
Reclassifications (a)	(3.5)	–	(3.5)
Exchange differences	(1.6)	(1.9)	(3.5)
At 31 December 2024	99.6	106.8	206.4
Additions	21.3	9.5	30.8
Reclassifications (a)	–	4.1	4.1
Exchange differences	7.4	9.2	16.6
At 31 December 2025	128.3	129.6	257.9
Accumulated amortisation and impairment
At 1 January 2024	30.2	76.4	106.6
Charge for the year	4.2	10.1	14.3
Eliminated on disposal	(0.3)	(1.5)	(1.8)
Impairments	0.3	1.3	1.6
Exchange differences	(0.6)	(1.3)	(1.9)
At 31 December 2024	33.8	85.0	118.8
Charge for the year	5.5	9.7	15.2
Impairments	2.1	–	2.1
Exchange differences	2.8	7.3	10.1
At 31 December 2025	44.2	102.0	146.2
Carrying amount:
At 31 December 2024	65.8	21.8	87.6
At 31 December 2025	84.1	27.6	111.7

(a) Amounts reclassified from/(to) property, plant and equipment.

The table above includes assets under construction of $4.9 million (2024: $53.8 million). Other intangible assets includes

capitalised expenditure related to the Group’s digitalisation programme.

An impairment review was performed on the balances at 31 December 2025 and impairment charges of $2.1 million

(2024: $1.6 million) were recognised.

Subsea 7 S.A. | Annual Report 2025

177

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

14. Property, plant and equipment

		Operating	Land and	Other
(in $ millions)	Vessels	equipment	buildings	assets	Total
Cost
At 1 January 2024	6,192.6	1,063.8	496.4	67.1	7,819.9
Additions	250.7	34.5	5.3	7.1	297.6
Exchange differences	(7.5)	(12.1)	(20.9)	(2.7)	(43.2)
Transfers	–	(1.1)	0.6	0.5	–
Reclassifications (a)	(0.2)	(5.4)	(0.8)	9.9	3.5
Disposals	(123.5)	(131.7)	(6.9)	(3.9)	(266.0)
At 31 December 2024	6,312.1	948.0	473.7	78.0	7,811.8
Additions	81.0	157.9	10.7	15.3	264.9
Acquisitions	–	–	–	0.1	0.1
Exchange differences	40.0	36.9	22.9	7.8	107.6
Transfer to disposal group classified as held for sale
(Note 20)	(131.0)	–	–	–	(131.0)
Reclassifications (a)	–	–	–	(4.1)	(4.1)
Disposals	(56.8)	(31.2)	(5.9)	(7.7)	(101.6)
At 31 December 2025	6,245.3	1,111.6	501.4	89.4	7,947.7
Accumulated depreciation and impairment
At 1 January 2024	2,512.9	872.1	310.5	54.4	3,749.9
Charge for the year	312.9	38.7	14.7	8.6	374.9
Impairments	10.8	3.4	–	–	14.2
Exchange differences	(5.5)	(7.2)	(10.6)	(1.9)	(25.2)
Eliminated on disposal	(120.8)	(131.3)	(6.9)	(3.8)	(262.8)
At 31 December 2024	2,710.3	775.7	307.7	57.3	3,851.0
Charge for the year	320.7	49.0	15.6	6.4	391.7
Impairments	3.0	7.1	–	–	10.1
Transfer to disposal group classified as held for sale
(Note 20)	(37.2)	–	–	–	(37.2)
Exchange differences	26.6	28.6	11.7	4.6	71.5
Eliminated on disposal	(56.8)	(31.2)	(5.4)	(6.2)	(99.6)
At 31 December 2025	2,966.6	829.2	329.6	62.1	4,187.5
Carrying amount:
At 31 December 2024	3,601.8	172.3	166.0	20.7	3,960.8
At 31 December 2025	3,278.7	282.4	171.8	27.3	3,760.2

(a) Amounts reclassified (to)/from intangible assets.

The table above includes assets under construction of $105.1 million at 31 December 2025 (2024: $123.3 million).

An impairment review was performed on the balances of property, plant and equipment at 31 December 2025 and

impairments totalling $10.1 million (2024: $14.2 million) were recognised where the future recoverable amounts were

reassessed and reduced. The impairment charges relate primarily to vessel-related equipment. The impairments were

recognised in the Consolidated Income Statement within operating expenses. Recoverable amount is defined as the higher

of value-in-use and fair value less costs of disposal and was determined by management based on an assessment of internal

estimates and independent external valuations.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

15. Right-of-use assets

		Operating	Land and	Other
(in $ millions)	Vessels	equipment	buildings	assets	Total
Cost
At 1 January 2024	598.1	14 .8	14 9.1	2.2	764.2
Addi tions	80.4	1.8	9.7	0.6	92.5
Exchange differences	(8.2)	(1.5)	(8.1)	–	(17.8)
Remeasurements	59.6	11.6	40.7	0.1	112.0
Disposals	(0.6)	(0.6)	(3.1)	(1.0)	(5.3)
At 31 December 2024	729.3	26.1	188.3	1.9	945.6
Additions	91.2	0.7	30.3	0.4	122.6
Acquisitions	–	–	1.3	–	1.3
Exchange differences	15.2	3.6	(20.7)	0.2	(1.7)
Rem easurements	34.6	0 .6	9. 7	–	44.9
Transfer to disposal group classified as held for sale
(Note 20)	(39.4)	–	–	–	(39.4)
Disposals	(159.2)	(0.2)	(7.4)	(0.8)	(167.6)
At 31 December 2025	671.7	30.8	201.5	1.7	905.7
Accumulated amortisation and impairment
At 1 January 2024	258.9	12. 4	72.0	1.5	344.8
Charge for the year	184.5	4.7	26.7	0.7	216.6
Ex change differences	(5.9)	(0.7)	(4.2)	(0.1)	(10.9)
Eliminated on disposal	(0.6)	(0.6)	(3.0)	(1.0)	(5.2)
At 31 December 2024	436.9	15.8	91.5	1.1	545.3
Charge for the year	225.4	5.1	29.1	0.3	259.9
Impairments	–	–	1.4	–	1.4
Exchange differences	11.9	2.1	(29.8)	0.3	(15.5)
Transfer to disposal group classified as held for sale
(Note 20)	(27.3)	–	–	–	(27.3)
Eliminated on disposal	(159.2)	(0.2)	(7.4)	(0.8)	(167.6)
At 31 December 2025	487.7	22.8	84.8	0.9	596.2
Carrying amount:
At 31 December 2024	292.4	10 .3	96. 8	0.8	400. 3
At 31 December 2025	184.0	8.0	116.7	0.8	309.5

The Group leases vessels, operating equipment and properties with contracts which are typically for fixed periods but may

have extension options used to maximise operational flexibility. The majority of extension and termination options held are

exercisable only by the Group and not the respective lessors. Lease liabilities are disclosed within Note 28 ‘Lease liabilities’.

Commitments to leases which have not yet commenced are disclosed within Note 32 ‘Commitments and contingent liabilities’.

An impairment review was performed on the balances at 31 December 2025 with impairment charges of $1.4 million

recognised (2024: $nil).

Subsea 7 S.A. | Annual Report 2025

179

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

16. Interests in associates and joint arrangements

Interests in associates and joint ventures

At 31 December 2025 the Group had interests in nine joint ventures and one associate. The Group’s ownership interests

were as follows:

		Country of			Subsea7
	Year end	registration	Operating segment	Classification	ownership %
Belmet 7 Limited	31 December	Ghana	Subsea and Conventional	Joint Venture	49
Eidesvik Seven AS	31 December	Norway	Subsea and Conventional	Joint Venture	50
Eidesvik Seven Chartering AS	31 December	Norway	Subsea and Conventional	Joint Venture	50
GO FZE	31 December	Nigeria	Subsea and Conventional	Joint Venture	40
Global Oceon Engineers Nigeria	31 December	Nigeria	Subsea and Conventional	Joint Venture	40
Limited
OneSubsea (a)	31 December	Various	Subsea and Conventional	Associate	10
SapuraAcergy Assets Pte Ltd (b)	31 January	Malaysia	Subsea and Conventional	Joint Venture	51
SapuraAcergy Sdn Bhd (b)	31 January	Malaysia	Subsea and Conventional	Joint Venture	50
Subsea Integration Alliance LLC	31 December	US	Subsea and Conventional	Joint Venture	50
Subsea 7 Malaysia Sdn Bhd	31 December	Malaysia	Subsea and Conventional	Joint Venture	30

(a) The OneSubsea associate comprises three entities: OneSubsea Processing AS, OneSubsea Investments UK Limited and OneSubsea LLC.

(b) The Group has 50% equity ownership in SapuraAcergy Sdn Bhd and 51% equity ownership in SapuraAcergy Assets Pte Ltd, however, 1% is

subject to a put and call option for the benefit of its joint venture partner.

For all entities the principal place of business is consistent with the country of registration. For the majority of the entities the

proportion of voting rights is consistent with the proportion of ownership interest, however in some cases some specific

matters require unanimous approval of all shareholders.

All interests in joint ventures and associates are accounted for using the equity method. Financial information, using

consistent accounting policies, for the year ended 31 December 2025 is used for all entities. The movement in the balance

of investments in joint ventures and associates was as follows:

(in $ millions)	2025	2024
At year beginning	367.2	342.0
Share of net income (a)	38.0	38.0
Impairments	(1.7)	–
Share of other comprehensive income/(loss)	6.0	(8.4)
Dividends received from associate	(41.2)	(3.4)
Net reclassification of investment balances	0.4	0.3
Exchange differences	1.5	(1.3)
At year end	370.2	367.2

(a) Share of net income excludes an impairment charge of $1.7 million (2024: $nil)

Net reclassification of investment balances

This amount relates primarily to reclassification within the Group’s Consolidated Balance Sheet of the movement of negative

investment balances to other non-current liabilities.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Summarised financial information

At 31 December 2025, none of the Group’s investments in joint ventures were individually material to the Group therefore

summarised financial information has not been provided.

The financial results of the Group’s investment in its associate OneSubsea are significant to the Group. Summary financial

information, including a reconciliation between the summarised financial information presented and the carrying amount of

the Group’s investment, is shown below. Amounts presented represent an IFRS conversion of OneSubsea’s US Generally

Accepted Accounting Principles (US GAAP) Consolidated Income Statement and Consolidated Balance Sheet. The amounts

presented are inclusive of adjustments recognised by management when applying the equity method in addition to fair value

adjustments applied on initial acquisition.

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Revenue	3,826.0	3,897.0
Net income	325.1	358.3
Other comprehensive income/(loss)	60.0	(84.0)
Total comprehensive income	385.1	274.3

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Non-current assets	3,322.2	3,353.8
Current assets	3,079.0	2,925.0
Current liabilities	(2,556.0)	(2,377.0)
Non-current liabilities	(462.3)	(491.0)
Net assets	3,382.9	3,410.8
Total equity	(3,382.9)	(3,410.8)
Subsea7 Group’s share of equity (10%)	338.3	341.0

	2025	2024
At (in $ millions)	31 Dec	31 Dec
The Group’s share of equity at year beginning	341.0	317.0
Net income attributable to the Group	32.5	35.8
Dividends received from associate	(41.2)	(3.4)
Other comprehensive income/(loss) attributable to the Group	6.0	(8.4)
Subsea7 Group’s share of equity at year end	338.3	341.0
Carrying amount of investment in associate at year end (a)	339.6	342.3

(a) The carrying amount of the Group’s investment in its associate OneSubsea on the Consolidated Balance Sheet is inclusive of $1.3 million

representing stamp duty and professional fees arising on acquisition.

Interests in joint arrangements

The Group executes contracts on a regular basis through unstructured joint operations governed by alliance or consortium

agreements. These agreements provide for joint and several liability for the parties involved. The material joint operations of

the Group are detailed below.

The Group participates in Subsea Integration Alliance (SIA), through unincorporated strategic global operations between

Subsea7 and OneSubsea. As part of the alliance, Subsea7 and OneSubsea agree terms and conditions on a project-by-

project basis; this governs the relationship between the entities executing contracts with clients. SIA operates globally and

provides clients with subsea technologies, production and processing systems, bringing together field development planning,

project delivery and total lifecycle solutions under an extensive technology and services portfolio. Contracts with clients are

entered into by individual entities of the Subsea7 and OneSubsea Groups.

Saudi Arabian Oil Company awarded a long-term frame agreement to a consortium consisting of Subsea7 and L&T

Hydrocarbon Engineering. This unincorporated consortium is governed by a consortium agreement, and Subsea7 and L&T

Hydrocarbon Engineering are jointly and severally liable to Saudi Arabian Oil Company for the various call-off work orders

awarded to the consortium via the long-term frame agreement. The consortium’s activities include project management,

engineering, procurement, fabrication, transportation and installation of offshore facilities and infrastructure. The principal

place of business of the unincorporated consortium is the Kingdom of Saudi Arabia.

Subsea 7 S.A. | Annual Report 2025

181

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

17. Advances and receivables

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Non-current amounts due from associates and joint ventures	23.0	32.8
Allowance for credit impairment	(1.6)	(1.6)
	21.4	31.2
Capitalised fees for long-term loan facilities	1.3	1.7
Deposits held by third parties	1.0	0.9
Other receivables	34.1	15.3
Total	57.8	49.1

18. Inventories

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Materials and non-critical spares	18.3	18.1
Consumables	33.5	39.3
Total	51.8	57.4

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Total cost of inventory charged to the Consolidated Income Statement	150.6	160.6
Write-down of inventories charged to the Consolidated Income Statement	3.8	1.3
Reversal of provision for obsolescence credited to the Consolidated Income Statement	(0.5)	(0.2)

At 31 December 2025, inventories are shown net of a provision for obsolescence of $7.8 million (2024: $4.2 million).

At 31 December 2025, there were no inventories pledged as security.

19. Trade and other receivables

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Trade receivables	681.7	522.6
Allowance for expected credit losses	(1.0)	(2.1)
Allowance for credit impairment	(22.9)	(21.6)
	657.8	498.9
Current amounts due from associates and joint ventures	12.8	8.0
Other receivables	26.6	34.0
Advances to suppliers	24.1	17.1
Other taxes receivable	115.0	105.8
Total	836.3	663.8

Details of how the Group manages its credit risk and further analysis of the trade receivables balance, allowances for expected

credit losses and allowances for credit impairment are shown in Note 33 ‘Financial instruments’.

Other receivables include insurance receivables, customer retentions and deposits.

Other taxes receivable include value added tax, sales tax, withholding tax, social security tax and other indirect taxes.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

20. Disposal group classified as held for sale

The Group recognised certain assets and liabilities as a disposal group classified as held for sale as follows:

	2025
At (in $ millions)	31 Dec
Assets
Goodwill	15.4
Property, plant and equipment	93.8
Right-of-use assets	12.1
Inventories	6.4
Trade, other receivables, and construction contract – assets	37.5
Assets included in disposal group classified as held for sale	165.2
Liabilities
Non-current lease liabilities	5.4
Current lease liabilities	10.0
Trade, other liabilities, and construction contract – liabilities	35.0
Liabilities included in disposal group classified as held for sale	50.4

In connection with a planned business divestment, management expect to dispose of the assets and liabilities recognised in the

disposal group classified as held for sale within one year from initial classification. The results of the disposal group classified as

held for sale for the year ended 31 December 2025 are included within the Renewables business unit. The disposal group

classified as held for sale does not constitute a major line of business or major geographical area of operation.

21. Other accrued income and prepaid expenses

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Unbilled revenue	118.3	89.1
Allowance for expected credit losses	(0.2)	(0.6)
	118.1	88.5
Prepaid expenses	158.6	126.1
Total	276.7	214.6

Unbilled revenue relates to work completed on day-rate contracts, which had not been billed to clients at the balance sheet

date. There were no contract liability balances which relate to this category of contract revenue. There were no significant

movements in this balance during the year. Revenue of $5.9 million (2024: $16.1 million) was recognised in the year relating

to performance obligations satisfied in previous years.

Prepaid expenses arise in the normal course of business and represent expenditure which has been deferred and which will

be recognised in the Consolidated Income Statement within 12 months of the balance sheet date.

The movement in the allowance for expected credit losses in respect of unbilled revenue during the year was as follows:

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Allowance for expected credit losses
At year beginning	(0.6)	(0.2)
Decrease/(increase) in allowance	0.4	(0.4)
At year end	(0.2)	(0.6)

Details of how the Group manages its credit risk are shown in Note 33 ‘Financial instruments’.

At 31 December 2025, the allowance for credit impairment in respect of unbilled revenue was $nil (2024: $nil).

22. Construction contracts

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Construction contracts – assets	602.1	774.1
Construction contracts – liabilities	(701.5)	(392.3)

	2025	2024
(in $ millions)	31 Dec	31 Dec
Revenue recognised which was included in construction contract liabilities at beginning of year	348.2	362.9
Revenue recognised from performance obligations satisfied in previous years	103.7	113.6

Subsea 7 S.A. | Annual Report 2025

183

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

22. Construction contracts continued

Revenue recognised which was included in construction contract liabilities at the beginning of the year of $348.2 million

(2024: $362.9 million) represents amounts included within the construction contract liabilities balance at 1 January 2025

which were recognised as revenue during the year. Revenue recognised from performance obligations satisfied in previous

years of $103.7 million (2024: $113.6 million) represents revenue recognised in the Consolidated Income Statement for

projects which were considered operationally complete at the prior year end.

Significant movements in the construction contract asset and construction contract liability balances

The Group has construction contract asset and construction contract liability balances as a result of long-term projects in

the Subsea and Conventional and Renewables business units. Details of the Group’s treatment of performance obligations

are disclosed in Note 3 ‘Material accounting policies’. Due to the number and size of projects within the Group, construction

contract asset and liability balances can vary significantly at each reporting date. Cumulative adjustments to revenue

are most commonly caused by a change to the estimate of the transaction price due to a reassessment of the constraint

to variable consideration, awarded variation orders, scope changes or amendments to the cost profile. The decrease of

$172.0 million in construction contract assets and the $309.2 million increase in construction contract liabilities during 2025

was driven by the phasing of the execution of work and associated billing on fixed-price contracts executed by the Group.

Construction contract assets

An analysis of the ageing of construction contract assets at the balance sheet date has not been provided. Due to the nature

of the balances and the fact that the Group invoices on a milestone basis, the ageing of construction contract assets is not

reflective of the credit risk associated with these balances. At 31 December 2025, the allowance for expected credit losses

and the allowance for credit impairment in respect of construction contract assets were $nil (2024: $nil).

Transaction price allocated to the remaining performance obligations

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was as follows:

At 31 December 2025

		Expected year of execution		2029
(in $ millions)	2026	2027	2028	and beyond	Total
Subsea and Conventional	5,687.5	3,752.2	1,908.1	338.7	11,686.5
Renewables	1,169.7	501.7	221.3	161.1	2,053.8
Corporate	28.6	–	–	–	28.6
Total	6,885.8	4,253.9	2,129.4	499.8	13,768.9

At 31 December 2024

			Expected year of execution	2028
(in $ millions)	2025	2026	2027	and beyond	Total
Subsea and Conventional	4,770.9	2,587.8	1,214.1	443.8	9,016.6
Renewables	1,017.1	767.4	315.1	35.0	2,134.6
Corporate	23.5	–	–	–	23.5
Total	5,811.5	3,355.2	1,529.2	478.8	11,174.7

The estimate of the transaction price does not include any amounts of variable consideration which are constrained.

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

23. Cash and cash equivalents

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Cash and cash equivalents	969.7	575.3

Cash and cash equivalents included amounts $40.4 million (2024: $18.9 million) held by Group undertakings in certain

countries whose exchange controls may significantly restrict or delay the remittance of these amounts to jurisdictions

outside of that country.

24. Issued share capital

Authorised shares

	2025	2025	2024	2024
	31 Dec	31 Dec	31 Dec	31 Dec
	Number of shares	in $ millions	Number of shares	in $ millions
Authorised common shares, $2.00 par value	450,000,000	900.0	450,000,000	900.0

Issued shares

	2025	2025	2024	2024
	31 Dec	31 Dec	31 Dec	31 Dec
	Number of shares	in $ millions	Number of shares	in $ millions
Fully paid and issued common shares	299,600,000	599.2	299,600,000	599.2
The issued common shares consist of:
Common shares outstanding	296,136,177	592.3	295,613,936	591.2
Treasury shares at par value (Note 25)	3,463,823	6.9	3,986,064	8.0
Total	299,600,000	599.2	299,600,000	599.2

25. Treasury shares

Share repurchase programme

On 24 July 2019, the Board of Directors authorised a new share repurchase programme of up to $200 million. The programme

was initially approved pursuant to the authorisation granted to the Board of Directors at the Extraordinary General Meeting

held on 17 April 2019, which allowed for the purchase of up to 30,000,000 common shares of Subsea 7 S.A. On 19 April

2023, the Board of Directors authorised a 24-month extension to this programme, in accordance with the authority granted

to the Board of Directors at the Extraordinary General Meeting held on 18 April 2023. The extended share repurchase

programme expired on 18 April 2025.

At the Extraordinary General Meeting held on 8 May 2025, shareholders of Subsea 7 S.A. granted the Board of Directors

a new authority to approve the purchase of Subsea 7 S.A. shares up to a maximum of 30,000,000 common shares. This

authority remains valid until 8 May 2027. At 31 December 2025, the Board of Directors have not authorised a new share

repurchase programme under this authority.

During 2025, the Group did not repurchase any shares (2024: 5,172,092 shares were repurchased for a total consideration

of $87.3 million). At 31 December 2025, the cumulative number of shares repurchased under the $200 million programme

was 15,172,304 for a total consideration of $164.2 million.

All repurchases were made in the open market on Oslo Børs, pursuant to certain conditions, and were in conformity with

Article 430–15 of Luxembourg Company Law. At 31 December 2025, the remaining repurchased shares, which had not

been cancelled or reallocated relating to share-based payments, were held as treasury shares.

Summary

At 31 December 2025, Subsea 7 S.A. held 3,463,823 treasury shares (2024: 3,986,064), which amounted to 1.16%

(2024: 1.33%) of the total number of issued shares.

	2025		2024
	Number of	2025	Number of	2024
	shares	in $ millions	shares	in $ millions
At year beginning	3,986,064	69.1	3,839,804	31.1
Shares repurchased	–	–	5,172,092	87.3
Shares reallocated relating to share-based payments	(522,241)	(8.9)	(331,560)	(2.6)
Shares cancelled	–	–	(4,694,272)	(46.7)
Balance at year end	3,463,823	60.2	3,986,064	69.1

Subsea 7 S.A. | Annual Report 2025

185

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

26. Non-controlling interests

At 31 December 2025, the Group’s respective ownership interests in subsidiaries which are non-wholly-owned were as follows:

			Subsea7
	Year end	Country of registration	ownership %
Globestar Engineering Company (Nigeria) Limited	31 December	Nigeria	98.8
Nautilus Floating Solutions S.L.	31 December	Spain	59.1
Naviera Subsea 7 S. de R.L. de C.V.	31 December	Mexico	49.0
PT Subsea 7 Indonesia	31 December	Indonesia	95.0
Servicios Subsea 7 S. de R.L. de C.V.	31 December	Mexico	52.0
Sonacergy – Serviços E Construções Petrolíferas Lda.	31 December	Portugal	60.0
Sonamet Industrial S.A.	31 December	Angola	60.0
Subsea 7 Equatorial Guinea S.A.	31 December	Equatorial Guinea	65.0
Subsea 7 Volta Contractors Limited	31 December	Ghana	49.0

For all entities, the principal place of business is consistent with the country of registration. Financial information for the year

ended 31 December 2025 has been used for all entities.

The movement in the equity attributable to non-controlling interests was as follows:

(in $ millions)	2025	2024
At year beginning	44.6	34.1
Share of net (loss)/income for the year	(7.2)	15.2
Reclassification of non-controlling interests to equity attributable to shareholders of Subsea 7 S.A.	–	(4.1)
Exchange differences	1.1	(0.6)
At year end	38.5	44.6

27. Borrowings

		2025	2024
At (in $ millions)		31 Dec	31 Dec
South Korean Export Credit Agency (ECA) facility		86.0	110.6
2021	UK Export Finance (UKEF 2021) facility	222.7	321.7
2023	UK Export Finance (UKEF 2023) facility	274.7	289.4
Other		0.3	0.3
Total (a)		583.7	722.0
Consisting of:
Non-current portion of borrowings		402.4	583.8
Current portion of borrowings		181.3	138.2
Total (a)		583.7	722.0

(a) Borrowings presented in the Consolidated Balance Sheet are shown net of capitalised fees of $5.4 million (2024: $6.4 million), which are

amortised over the period of the respective facility.

Commitment fees expensed during the year in respect of unused lines of credit totalled $2.5 million (2024: $2.9 million).

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186

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Facilities

Multi-currency revolving credit and guarantee facility

On 15 June 2022, the Group entered into a $700 million multi-currency revolving credit and guarantee facility with a five-year

tenor, with two one-year extension options. The facility is available in a combination of guarantees, up to a limit of $200 million,

and cash drawings, or in full for cash drawings. The facility is guaranteed by Subsea 7 S.A. and Subsea 7 Finance (UK) PLC,

a wholly-owned subsidiary of the Group. The facility size reduced from $700 million to $600 million in September 2024 and

will reduce further to $500 million in June 2028 until maturity in June 2029. The facility was unutilised at 31 December 2025.

The South Korean Export Credit Agency (ECA) facility

In July 2015 the Group entered into a $357 million senior term loan facility secured on two vessels owned by the Group.

The facility is provided 90% by an Export Credit Agency (ECA) and 10% by two banks and is available for general corporate

purposes. The ECA tranche has a 12-year maturity and a 12-year amortising profile. The commercial tranche initially had a

five-year maturity and a 15-year amortising profile, which commenced in April 2017. The commercial tranche was refinanced

during November 2021, now maturing in January 2027, while retaining the original amortising profile. The facility is guaranteed by

Subsea 7 S.A. At 31 December 2025, the amount outstanding under the facility was $86.0 million (2024: $110.6 million).

2021 UK Export Finance (UKEF 2021) facility

On 24 February 2021, the Group entered into a $500 million five-year amortising committed loan facility backed by a $400

million guarantee from UK Export Finance. The facility has a five-year tenor which commenced when the facility was fully

drawn. The facility can be used for general corporate purposes, including to provide working capital financing for services

provided from the UK. The facility is guaranteed by Subsea 7 S.A. At 31 December 2025, the amount outstanding under the

facility, net of facility fees, was $222.7 million (2024: $321.7 million).

2023 UK Export Finance (UKEF 2023) facility

On 27 July 2023, the Group entered into a $450 million five-year amortising loan facility backed by a $360 million guarantee

from UK Export Finance. The facility has a five-year tenor which commenced in July 2025. The facility is guaranteed by

Subsea 7 S.A. and Subsea 7 Finance (UK) PLC, a wholly-owned subsidiary of the Group. At 31 December 2025, the amount

outstanding under the facility, net of facility fees, was

$274.7 million (2024: $289.4 million).

Utilisation of facilities

	2025	2025	2025	2024	2024	2024
	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec
At (in $ millions)	Utilised	Unutilised	Total	Utilised	Unutilised	Total
Committed borrowing facilities	588.8	600.0	1,188.8	728.0	757.6	1,485.6

Other facilities

In addition to the above there are a number of uncommitted, unsecured bilateral arrangements in place in order to provide

specific geographical coverage. The utilisation of these facilities at 31 December 2025 was $2.9 billion (2024: $2.1 billion).

28. Lease liabilities

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Maturity analysis – contractual undiscounted cash flows
Within one year	192.3	250.4
Years two to five inclusive	155.2	219.7
After five years	45.9	33.7
Total undiscounted lease liabilities	393.4	503.8
Effect of discounting	(43.6)	(48.9)
Discounted lease liabilities	349.8	454.9
Consisting of:
Non-current	184.9	231.1
Current	164.9	223.8
Total discounted lease liabilities	349.8	454.9

Amounts recognised within the Consolidated Income Statement in relation to short-term and low-value leases are disclosed

within Note 6 ‘Net operating income’. Payments related to lease liabilities disclosed within the Consolidated Cash Flow Statement

for the year ended 31 December 2025 were $291.9 million (2024: $223.2 million).

Subsea 7 S.A. | Annual Report 2025

187

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

29. Other non-current liabilities

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Other	1.0	1.0
Total	1.0	1.0

30. Trade and other liabilities

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Accruals	858.9	788.8
Trade payables	337.1	378.9
Current amounts due to associates and joint ventures	51.4	12.4
Accrued salaries and benefits	176.1	150.7
Withholding taxes	23.4	32.8
Other taxes payable	39.9	58.0
Other current liabilities	15.1	7.6
Total	1,501.9	1,429.2

31. Provisions

			Onerous
(in $ millions)	Claims	Decommissioning	fixed-price contracts	Other	Total
At 1 January 2024	18.4	6.6	83.9	16.2	125.1
Additional provision in the year	11.3	13.4	246.2	14.2	285.1
Utilisation of provision	(2.5)	(5.8)	(274.0)	(2.6)	(284.9)
Unused amounts released during the year	(8.4)	–	(15.0)	(2.7)	(26.1)
Exchange differences	(3.0)	(0.2)	(2.4)	(1.5)	(7.1)
At 31 December 2024	15.8	14.0	38.7	23.6	92.1
Additional provision in the year	4.8	3.7	13.3	10.4	32.2
Utilisation of provision	(4.3)	(3.1)	(26.7)	(9.4)	(43.5)
Unused amounts released during the year	(2.5)	(4.5)	(0.7)	(4.5)	(12.2)
Unwinding of discount rate	–	2.5	–	–	2.5
Exchange differences	1.5	0.6	3.8	0.9	6.8
At 31 December 2025	15.3	13.2	28.4	21.0	77.9

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Consisting of:
Non-current provisions	22.1	29.1
Current provisions	55.8	63.0
Total	77.9	92.1

The claims provision comprises a number of claims made against the Group including disputes, personal injury cases and tax

claims, where the timing of resolution is uncertain.

The decommissioning provision is mainly in relation to the Group’s obligation to restore leased vessels to their original, or

agreed, condition. The cash outflows related to the provision are expected to occur in the years in which the leases cease,

which range from 2026 to 2028.

The onerous fixed-price contract provision relates to projects where total forecast costs-at-completion exceed the expected

transaction price. The cash outflows related to the provision recognised at 31 December 2025 are expected to occur during

2026 and 2027.

Other provisions mainly relate to onerous day-rate contracts.

Subsea 7 S.A. | Annual Report 2025

188

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

32. Commitments and contingent liabilities

Commitments

The Group’s commitments at 31 December 2025 consisted of:

x commitments related to property, plant and equipment and intangible assets of $65.4 million (2024: $88.4 million);

x contractual lease commitments, relating to vessel charters and office leases, exclusive of options, which had not

commenced at 31 December 2025, were $nil (2024: $104.0 million); and

x short-term lease commitments totalling $66.3 million (2024: $209.7 million).

Contingent liabilities

A summary of the contingent liabilities is as follows:

	Contingent liability		Contingent liability
	recognised		not recognised
(in $ millions)	2025	2024	2025	2024
At year beginning	0.4	0.5	189.8	224.8
Movement in contingent liabilities	(0.4)	–	13.8	16.0
Exchange differences	–	(0.1)	25.5	(51.0)
At year end	–	0.4	229.1	189.8

Contingent liabilities not recognised in the Consolidated Balance Sheet

The Group is subject to tax audits and receives tax assessments in a number of jurisdictions where it has, or has had,

operations. The estimation of the ultimate outcome of these audits and disputed tax assessments is complex and subjective.

The likely outcome of the audits and associated cash outflow, if any, may be impacted by technical uncertainty and the

availability of supporting documentation.

The Group’s operations in Mexico are subject to tax audits across several years. At 31 December 2025, the amount assessed

by the Mexican tax authorities in relation to 2014, including penalties and interest, was MXN 3,639.3 million, equivalent to

$202.4 million (2024: MXN 3,639.3 million, equivalent to $179.2 million). At 31 December 2025, and as a consequence of

current year profitability, a provision of MXN 283.5 million, equivalent to $15.8 million was recognised within the Consolidated

Balance Sheet (2024: MXN 143.1 million, equivalent to $7.0 million). At 31 December 2025, a contingent liability of MXN 589.4

million, equivalent to $32.8 million (2024: MXN 589.4 million, equivalent to $29.0 million), has been disclosed related to the

2014 assessment as the disclosure criteria have been met however, management and local advisors believe that the

likelihood of payment is not probable.

Between 2009 and 2024, the Group’s Brazilian businesses were audited and formally assessed for Imposto sobre Circulaçao

de Mercadorias e Serviços (ICMS) and federal taxes including import duty by the Brazilian state and federal tax authorities.

The amount assessed, including penalties and interest, at 31 December 2025 amounted to BRL 966.7 million, equivalent

to $174.4 million (2024: BRL 897.0 million, equivalent to $142.5 million). The Group has challenged these assessments. A

contingent liability has been disclosed for the total amounts assessed as the disclosure criteria have been met; however,

management believes that the likelihood of payment is not probable.

Between 2018 and 2025, the Group’s Brazilian business received several labour claims. The amounts claimed or assessed

at 31 December 2025 totalled BRL 155.3 million, equivalent to $28.0 million (2024: BRL 166.3 million, equivalent to $26.5

million). The Group has challenged these claims. A contingent liability has been disclosed for BRL 121.4 million, equivalent

to $21.9 million (2024: BRL 115.0 million, equivalent to $18.3 million) as the disclosure criteria have been met; however,

management believes that the likelihood of payment is not probable. A provision of BRL 33.9 million, equivalent to $6.1 million

(2024: BRL 51.3 million, equivalent to $8.2 million) was recognised within the Consolidated Balance Sheet at 31 December

2025 as the IAS 37 recognition criteria were met.

In the ordinary course of business, various claims, legal actions and complaints have been filed against the Group in addition

to those specifically referred to above. The Group typically also provides contractual warranties for the repair of defects

which are identified during a contract and within a defined period thereafter. Warranty periods vary dependent on contract

type and operating segment; engineering, procurement, installation and commissioning (EPIC) oil and gas contracts typically

attract shorter periods than EPIC renewables contracts. Liability exposure levels are monitored by management and risk

transfer mechanisms arranged where deemed appropriate. Although the final resolution of any of these matters could have a

material effect on its operating results for a particular reporting period, management believes that it is not probable that

these matters would materially impact the Group’s Consolidated Financial Statements.

Contingent liabilities recognised in the Consolidated Balance Sheet

As part of the accounting for the business combination of Pioneer Lining Technology Limited, the Group was required to

recognise a contingent liability at the acquisition date, in respect of contingent amounts payable to a third party following

the acquisition of intangible assets in 2009. Management now considers this previously recognised contingent liability to

have expired. As a result, during the fourth quarter of 2025, the contingent liability of $0.4 million was derecognised in

full and recognised within the Group’s Consolidated Income Statement within other gains and losses.

Subsea 7 S.A. | Annual Report 2025

189

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments

Details of the significant accounting policies adopted including the classification, basis of measurement and recognition of

income and expense in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 3

‘Material accounting policies’.

Classification of financial instruments

Financial instruments are classified as follows:

	2025	2024
	31 Dec	31 Dec
	Carrying	Carrying
At (in $ millions)	amount	amount
Financial assets
Restricted cash	6.0	9.5
Cash and cash equivalents (Note 23)	969.7	575.3
Financial assets mandatorily measured at fair value through profit or loss:
Foreign exchange forward contracts	3.5	0.4
Embedded derivatives	75.0	136.6
Financial assets elected to be measured at fair value through other comprehensive income:
Other financial assets – financial investments	1.1	1.1
Financial assets measured at amortised cost:
Net trade receivables (Note 19)	657.8	498.9
Net non-current amounts due from associates and joint ventures (Note 17)	21.4	31.2
Net current amounts due from associates and joint ventures (Note 19)	12.8	8.0
Other financial receivables	33.9	30.0
Financial liabilities
Financial liabilities mandatorily measured at fair value through profit or loss:
Foreign exchange forward contracts	(3.0)	(6.1)
Embedded derivatives	(44.1)	(36.5)
Commodity derivatives	(1.3)	(0.4)
Contingent consideration	–	(0.5)
Financial liabilities elected to be measured at fair value through other comprehensive income:
Commodity derivatives	(3.3)	(3.0)
Financial liabilities measured at amortised cost:
Trade payables (Note 30)	(337.1)	(378.9)
Lease liabilities (Note 28)	(349.8)	(454.9)
Current amounts due to associates and joint ventures (Note 30)	(51.4)	(12.4)
Borrowings (Note 27)	(583.7)	(722.0)
Other financial payables	(0.6)	(1.6)

Fair value

The carrying amounts of financial assets and financial liabilities recorded at amortised cost in the Consolidated Balance

Sheet approximate their fair values due to their short-term nature or contractual cash flow characteristics.

Financial instruments – gains and losses recognised within profit or loss

The Group’s financial instruments resulted in the recognition of the following in the Consolidated Income Statement:

	2025	2024
For the year ended (in $ millions)	31 Dec	31 Dec
Interest income from financial assets measured at amortised cost	22.8	24.4
Interest cost and fees from financial liabilities measured at amortised cost	(50.2)	(70.7)
Net fair value (losses)/gains on financial assets measured at fair value through profit or loss	(58.5)	77.7
Net fair value (losses)/gains on financial liabilities measured at fair value through profit or loss	(4.9)	23.2

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Fees incurred in connection with financial instruments

Total fees incurred during the year in connection with financial instruments measured at amortised cost were $4.9 million

(2024: $5.6 million).

Cash and cash equivalents

At 31 December 2025, the Group held cash and cash equivalents of $969.7 million (2024: $575.3 million) which included cash

and cash equivalents available on demand of $102.2 million (2024: $160.0 million) and time deposits with financial institutions

of $867.5 million (2024: $415.3 million).

The table below shows the carrying amount related to amounts on deposit. These are graded and monitored internally by the

Group based on current external credit ratings issued, with ‘prime’ being the highest possible rating.

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Deposits:
Counterparties rated prime grade	272.0	75.0
Counterparties rated high grade	95.0	130.0
Counterparties rated upper-medium grade	422.8	209.3
Counterparties rated lower-medium grade	–	0.3
Counterparties rated non-investment grade	77.7	0.7
Total	867.5	415.3

Financial instruments mandatorily measured at fair value through profit or loss

The Group classifies its financial assets at fair value through profit or loss if classified as one of the following:

x debt instruments that do not qualify for measurement at either amortised cost or at fair value through other

comprehensive income;

x equity investments that are held for trading;

x equity investments for which the entity has not elected to recognise fair value gains and losses through other

comprehensive income; or

x derivative financial instruments.

Derivative financial instruments recognised in the Consolidated Balance Sheet were as follows:

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191

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

		31 Dec	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec
		2025	2025	2025	2024	2024	2024
At (in $ millions)		Assets	Liabilities	Total	Assets	Liabilities	Total
Non-current
Embedded derivatives		22.9	(18.5)	4.4	62.9	(9.3)	53.6
Commodity derivatives		–	(3. 1)	(3.1)	–	(1.4)	(1.4)
Total		22.9	(21.6)	1.3	62.9	(10.7)	52.2
Current
Forward foreign exchange	contracts	3.5	(3.0)	0.5	0.4	(6.1)	(5.7)
Embedded derivatives		52.1	(25.6)	26.5	73.7	(27.2)	46.5
Commodity derivatives		–	(1.5)	(1.5)	–	(2.0)	(2.0)
Total		55.6	(30.1)	25.5	74.1	(35.3)	38.8

Contingent consideration

Contingent consideration relates to amounts payable in connection with business combinations. The amounts payable

are contingent on future events and are determined based on current expectations of the achievement of specific targets

and milestones.

Financial instruments elected to be measured at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income comprise investments in equity securities not held for

trading, and for which the Group has made an irrevocable election, at initial recognition, to recognise changes in fair value

through other comprehensive income rather than profit or loss as these investments are strategic in nature.

Management concluded that due to the nature of these investments, there are a wide range of possible fair value measurements

and in some cases there may be insufficient recent information available to enable the Group to accurately measure fair

value. Management reviews investments at least annually to ensure the carrying amount can be supported by expected

future cash flows and has concluded that cost is considered to represent the best estimate of fair value of each investment

within a range of possible outcomes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Financial instruments elected to be measured at fair value through other comprehensive income continued

Upon disposal or derecognition of these equity investments, any associated balance accumulated within other

comprehensive income will be reclassified to retained earnings. Equity investments totalling $5.4 million (2024: $nil) were

derecognised during the year, and subsequently $5.3 million was reclassified from other reserves to retained earnings.

During the year, no dividends were recognised within profit or loss in connection with the financial investments.

Financial assets measured at amortised cost

The Group classifies its financial assets at amortised cost only if both of the following criteria are met: the asset is held within

a business model with the objective of collecting the contractual cash flows; and the contractual terms give rise on specified

dates to cash flows that are solely payments of principal and interest on the principal outstanding.

Financial risk management objectives

The Group monitors and manages the financial risks relating to its financial operations through internal risk reports which

analyse exposures by degree and magnitude of risks. These risks include market risk (consisting of currency risk and fair

value interest rate risk), credit risk and liquidity risk. The Group seeks to minimise the effects of these risks by using a variety

of financial instruments to hedge these financial risk exposures. Derivative financial instruments are used exclusively for

hedging purposes and not as trading or speculative instruments.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest

rates. The Group enters into a variety of derivative financial instruments to manage its exposure to foreign currency risks,

including forward foreign exchange contracts to hedge the exchange rate risk arising on future revenue, operating

expenditures and capital expenditures.

During the year ended 31 December 2025, there was no significant change to the Group’s exposure to market risks or the

manner in which it managed and measured the risk.

Foreign currency risk

The Group conducts operations in many countries and, as a result, is exposed to foreign currency fluctuations related to

revenue and expenditure in the normal course of business. The Group has in place risk management policies that seek to

limit the adverse effects of fluctuations in foreign currency exchange rates on its financial performance.

The Group’s reporting currency is the US dollar. Revenue and expenses are principally denominated in the reporting currency

of the Group. The Group also has significant operations denominated in Brazilian real, British pound sterling, Euro and

Norwegian krone as well as other cash flows in Angolan kwanza, Australian dollar, Azerbaijan manat, Canadian dollar, Central

African CFA franc, Chinese yuan, Danish krone, Egyptian pound, Ghanaian cedi, Korean won, Malaysian ringgit, Mexican

peso, Nigerian naira, Qatar rial, Saudi Arabian riyal, Singaporean dollar, Taiwan dollar, Turkish lira, UAE dirham and West

African CFA franc.

Foreign currency sensitivity analysis

The Group considers that its principal currency exposure is to movements in the US dollar against other currencies. The US

dollar is the Group’s reporting currency, the functional currency of many of its subsidiaries and the currency of a significant

volume of the Group’s cash flows.

At 31 December 2025, the Group performed a sensitivity analysis to indicate the extent to which net income and equity

would be affected by changes in the exchange rate between the US dollar and other currencies in which the Group

transacts. The analysis is based on a strengthening of the US dollar by 10% against each of the other currencies in which

the Group has significant assets and liabilities at the end of each respective year. A movement of 10% reflects a reasonably

possible sensitivity when compared to historical movements over a five-year time-frame. The Group’s analysis of the impact

on net income in each year is based on monetary assets and liabilities on the Consolidated Balance Sheet at the end of each

respective year.

The Group’s analysis of the impact on equity includes the impacts on the translation reserve in respect of intra-group

balances that form part of the net investment in a foreign operation. The amounts disclosed have not been adjusted for the

impact of taxation.

A 10% strengthening in the US dollar exchange rate against other currencies in which the Group transacts would increase

net foreign currency exchange losses reported in other gains and losses by $25.5 million for the year ended 31 December

2025 (2024: $65.3 million). The impact would be a decrease in reported equity of $25.6 million (2024: $73.6 million).

Subsea 7 S.A. | Annual Report 2025

192

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Forward foreign exchange contracts

The Group primarily enters into forward foreign exchange contracts with maturities of up to three years, to manage the risk

associated with transactions with a foreign exchange exposure risk. These transactions consist of highly probable cash flow

exposures relating to revenue, operating expenditure and capital expenditure.

The Group does not use derivative instruments to hedge the exposure to exchange rate fluctuations from its net investments

in foreign subsidiaries.

The following table details the external forward foreign exchange contracts outstanding:

At 31 December 2025

			Contracted amount by contract maturity			Fair value by contract maturity
	Buy		Sell			Maturity
(in $ millions)	< 1 year	1–5 years	< 1 year	1–5 years	< 1 year	1–5 years
British pound sterling	445.6	–	(136.0)	–	2.1	–
Euro	261.1	–	(127.0)	–	(1.1)	–
Nor wegian krone	46.9	–	(48.7)	–	(0.5)	–
Singapore dollar	13.6	–	(10.5)	–	0.1	–
A ustralian dollar	57.9	–	(16.0)	–	(0.1)	–
Total	825.1	–	(338.2)	–	0.5	–

At 31 December 2024

			Contracted amount by contract maturity				Fair value by contract maturity
		Buy	Sell				Maturity
(in $ millions)	< 1 year		1-5 years	< 1 year	1-5 years	< 1 year	1-5 years
British pound sterling	189.5		–	(7.5)	–	(2.7)	–
Danish krone	1.3		–	(1.2)	–	–	–
Euro	204.2		–	–	–	(2.3 )	–
Norwegian krone	21.8		–	(12.2)	–	0.1	–
Si ngapore dollar	29.4		–	(3.7)	–	(0.2)	–
Australian dollar	36.8		–	(4.7)	–	(0.6)	–
Total	483.0		–	(29.3)	–	(5.7)	–

Hedge accounting

The hedging reserve, included within other reserves in the Consolidated Balance Sheet, represents hedging gains/(losses)

recognised on the effective portion of commodity cash flow hedges. The movement in the hedging reserve was as follows:

	2025	2024
(in $ millions)	31 Dec	31 Dec
At year beginning	(3.3)	(0.8)
(Losses)/gains on the effective portion of derivative financial
instruments deferred to equity:
Changes in cash flows on commodity hedges	(2.3)	(0.8)
Amounts reclassified to the Consolidated Income Statement	0.4	(2.0)
Exchange differences	(0.1)	0.3
At year end	(5.3)	(3.3)

The Group documents its assessment of whether the hedging instrument which is used in a hedging relationship is effective

in offsetting changes in cash flows of the hedged item, on a prospective basis. The cumulative effective portion is deferred

in equity within other reserves as hedging reserves in the Consolidated Balance Sheet. The resulting cumulative gains

or losses will be reclassified to the Consolidated Income Statement upon the recognition of the underlying transaction or

the discontinuance of the hedging relationship. Movements in respect of effective hedges are shown in the Consolidated

Statement of Changes in Equity. The gains or losses relating to the ineffective portion of cash flow hedges are recognised

in the Consolidated Income Statement and the net amount for the year was $0.9 million (2024: $0.5 million). Hedge

ineffectiveness can arise from differences in the timing of the cash flows of the hedged items and the hedging instruments,

different indexes linked to the hedged risk of the hedged items and hedging instruments, counterparties’ credit risk

differently impacting fair value movements of the hedging instruments and hedged items or changes to the forecast

amount of cash flows of hedged items and hedging instruments. There is an economic relationship between the

hedged items and the hedging instruments as the terms of the commodity forward contracts match the terms of the

expected highly probable forecast transactions.

Subsea 7 S.A. | Annual Report 2025

193

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Hedge accounting continued

The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the commodity forward

contracts is identical to the hedged risk components. To test the hedge effectiveness, the Group uses the hypothetical

derivative method and compares the changes in the fair value of the hedging instruments against the changes in fair value

of the hedged items attributable to the hedged risks.

At 31 December 2025 and at 31 December 2024, none of the Group’s outstanding external forward foreign exchange

contracts had been designated as hedging instruments.

Commodity hedging

The Group enters into commodity hedging to manage risk on specific exposures, swapping floating price to fixed price.

At 31 December 2025, there were no commodity trades recognised within financial assets (2024: $nil) and $4.6 million

within financial liabilities (2024: $3.4 million).

Embedded derivatives

The Group regularly enters into multi-currency contracts from which the cash flows may lead to embedded foreign exchange

derivatives in non-financial host contracts, carried at fair value through profit or loss. Embedded foreign currency derivatives,

arising from multi-currency contracts, are separated where the host contract does not qualify as a financial asset, where the

transactional currency differs from the functional currencies of the involved parties and a separate instrument, with the same

terms as the embedded derivative, would meet the definition of a derivative.

The fair values of the embedded derivatives at 31 December 2025 amounted to $75.0 million related to financial assets

(2024: $136.6 million) and $44.1 million related to financial liabilities (2024: $36.5 million). Movements were reflected on

the Consolidated Income Statement in net foreign currency gains and losses within other gains and losses.

Interest rate risk management

The Group places funds in the money markets to generate an investment return with a range of maturities (generally less

than six months) ensuring a high level of liquidity and reducing the credit risk associated with the deposits. Changes in the

interest rates associated with these deposits will impact the interest income generated.

Interest rate sensitivity analysis

The Group’s facilities, as disclosed in Note 27 ‘Borrowings’, utilise Secured Overnight Financing Rate (SOFR) as the

reference rate for borrowings.

At 31 December 2025, the Group performed a sensitivity analysis on borrowings to indicate the extent to which a change in

SOFR would affect net income and equity. The analysis is based on a movement in the SOFR of 1%, with all other variables

held constant. A movement of 1% reflects a reasonably possible sensitivity when compared to historical movements.

A 1% movement in SOFR would impact interest on financial liabilities measured at amortised cost reported in finance costs

by $6.8 million for the year ended 31 December 2025 (2024: $8.3 million). Reported equity would be impacted by $5.7 million

(2024: $7.0 million).

Credit risk management

Credit risk refers to the risk that a customer or counterparty to a financial instrument will default on its contractual obligations

and fail to make payment as obligations fall due resulting in financial loss for the Group. Credit risk arises from the financial

assets of the Group, which comprise cash and cash equivalents, trade and other receivables and derivative financial instruments.

The maximum exposure of the Group to credit-related losses on financial instruments is the aggregate of the carrying

amount of the financial assets as summarised on page 190.

Financial instruments and cash deposits

The Group has adopted a policy of transacting with creditworthy financial institutions as a means of mitigating the risk

of financial loss from defaults. Credit ratings are supplied by independent rating agencies. The Group’s exposure and

the credit ratings of its counterparties are continually monitored and the aggregate value of transactions undertaken is

distributed among approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and

approved on an annual basis and are monitored daily. The Group uses credit ratings as well as other publicly available

financial information and its own trading records to rate its major counterparties.

The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of

the counterparties.

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194

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Trade receivables and contract assets

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group’s

credit risk management practices are designed to address the risk characteristics of key financial assets. Credit exposure

is controlled by counterparty limits that are reviewed and approved on an annual basis and are monitored daily. In respect

of its customers and suppliers, the Group uses credit ratings as well as other publicly available financial information and

its own trading records to rate its major counterparties. The assessment of the Group’s exposure to credit risk includes

consideration of historical and forward-looking information regarding both the financial position and performance of the

counterparty and the general macroeconomic environment.

Expected credit loss assessment for financial assets

Allowances are recognised as required under the IFRS 9 ‘Financial Instruments’ impairment model and continue to be carried

until there are indicators that there is no reasonable expectation of recovery.

For construction contract assets and trade and other receivables which do not contain a significant financing component,

the Group applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised

at an amount equal to lifetime expected credit losses. For other financial assets the Group applies the general approach

to providing for expected credit losses as prescribed by IFRS 9, which permits the recognition of an allowance for the

estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored

on a continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default

during the lifetime of the financial asset should a significant change in credit risk be identified.

In determining expected credit losses, financial assets with the same counterparty are grouped and where appropriate

expected credit losses are measured on a collective basis. In determining the level of allowance the Group uses an internal

credit risk grading framework and applies judgement based on a variety of data in order to predict the likely risk of default.

The Group defines default as full or partial non-payment of contractual cash flows. The determination of expected credit

losses is derived from historical and forward-looking information which includes external ratings, audited financial statements

and other publicly available information about customers. Determination of the level of expected credit loss incorporates a

review of factors which can be indicative of default, including the nature of the counterparty (for example, national energy

companies, international energy companies or independent energy companies) and the individual industry sectors in which

the counterparty operates.

The majority of the Group’s financial assets are expected to have a low risk of default. A review of the historical occurrence

of credit losses indicates that credit losses are insignificant due to the size of the Group’s customers and the nature of

the services provided. The outlook for the energy industry is not expected to result in a significant change in the Group’s

exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Group has opted not

to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected

credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable

to individual counterparties.

Exposure to credit risk is continually monitored in order to identify financial assets which experience a significant change in

credit risk. While assessing for significant changes in credit risk the Group makes use of operational simplifications permitted

by IFRS 9. The Group considers a financial asset to have low credit risk if the asset has a low risk of default; the counterparty

has a strong capacity to meet its contractual cash flow obligations in the near term; and no adverse changes in economic

or business conditions have been identified which in the longer term may, but will not necessarily, reduce the ability of the

counterparty to fulfil its contractual cash flow obligations. Where a financial asset becomes more than 30 days past its due

date additional procedures are performed to determine the reasons for non-payment in order to identify if a change in the

exposure to credit risk has occurred.

Should a significant change in the exposure to credit risk be identified the allowance for expected credit losses is increased

to reflect the risk of expected default in the lifetime of the financial asset. The Group continually monitors for indications that

a financial asset has become credit impaired with an allowance for credit impairment recognised when the loss is incurred.

Where a financial asset becomes more than 90 days past its due date additional procedures are performed to determine

the reasons for non-payment in order to identify if the asset has become credit impaired.

The Group considers an asset to be credit impaired once there is evidence that a loss has been incurred. In addition to

recognising an allowance for expected credit loss, the Group monitors for the occurrence of events that have a detrimental

impact on the recoverability of financial assets. Evidence of credit impairment includes, but is not limited to, indications of

significant financial difficulty of the counterparty, a breach of contract or failure to adhere to payment terms, bankruptcy

or financial reorganisation of a counterparty or the disappearance of an active market for the financial asset.

A financial asset is only impaired when there is no reasonable expectation of recovery.

Subsea 7 S.A. | Annual Report 2025

195

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Expected credit loss assessment for financial assets continued

For trade receivables, the Group’s current credit risk grading framework comprises the following categories:

Category	Description	Response
Performing	The counterparty has a low risk of default. No balances	An allowance for lifetime ECLs is recognised where
	are aged greater than 30 days past due.	the impact is determined to be material.
Monitored	The counterparty has a low risk of default. Balances aged	The allowance for lifetime ECLs is increased where
	greater than 30 days past due have arisen due to ongoing	the impact is determined to be material.
	commercial discussions associated with the close-out of
	contractual requirements and are not considered to be
	indicative of an increased risk of default.
In default	Balances are greater than 90 days past due with the	The asset is considered to be credit impaired and an
	ageing not being as a result of ongoing commercial	allowance for the estimated incurred loss is
	discussions associated with the close-out of contractual	recognised where material.
	commitments, or there is evidence indicating that the
	counterparty is in severe financial difficulty and collection
	of amounts due is improbable.
Written off	There is evidence that the counterparty is in severe	The gross receivable and associated allowance are
	financial difficulty and the Group has no realistic	both derecognised.
	prospect of recovery of balances due.

The credit risk grades disclosed above are consistent with the information used by the Group for credit risk management

purposes. Specific information regarding the counterparty together with past-due information and forward-looking

information is utilised in order to determine the appropriate credit grading category. Trade receivables balances were

evaluated using the grading framework.

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Performing	617.6	467.1
Monitored	41.2	33.9
In default	22.9	21.6
Gross carrying amount	681.7	522.6

In addition to the credit risk grading framework for trade receivables the Group uses past-due information to assess significant

increases in credit risk for all financial assets. Information related to ageing of material financial assets is included within

subsequent disclosures.

Other financial assets, including amounts due from associates and joint ventures, are not subject to the Group’s credit risk grading

framework. The Group assesses the credit risk of these financial assets on a case-by-case basis using all relevant available

historical and forward-looking information. Allowances for expected credit losses or credit impairment are recorded when required.

Trade receivables

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Gross carrying amount	681.7	522.6
Allowance for expected credit losses	(1.0)	(2.1)
Allowance for incurred credit impairments	(22.9)	(21.6)
Net carrying amount	657.8	498.9

The table below provides an analysis of the age of trade receivables at the balance sheet date. This includes details of those

trade receivables which are past due, but not impaired, and trade receivables which are individually determined to be impaired.

At 31 December 2025

		More than 30	More than 60	More than 90
(in $ millions)	Current	days past due	days past due	days past due	Total
Gross carrying amount	617.6	15.0	15.3	33.8	681.7
Allowance for expected credit losses	(1.0)	–	–	–	(1.0 )
Al lowance for incurred credit impairments	–	–	–	(22.9)	( 22.9)
Net carrying amount	616.6	15.0	15.3	10.9	657.8

Subsea 7 S.A. | Annual Report 2025

196

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

At 31 December 2024

		More than 30	More than 60	More than 90
(in $ millions)	Current	days past due	days past due	days past due	Total
Gross carrying amount	467.3	20.4	1.7	33.2	522.6
Allowance for expected credit losses	(2.1)	–	–	–	(2.1)
Allowance for incurred credit impairments	(0.2)	–	–	(21.4)	(21.6)
Net carrying amount	465.0	20.4	1.7	11.8	498.9

The movement in the allowance for expected credit losses in respect of trade receivables during the year was as follows:

	2025	2024
(in $ millions)	31 Dec	31 Dec
Allowance for expected credit losses
At year beginning	(2.1)	(1.3)
Decrease/(increase) in allowance	1.1	(0.8)
At year end	(1.0)	(2.1)

The movement in the allowance for credit impairment in respect of trade receivables during the year was as follows:

	2025	2024
(in $ millions)	31 Dec	31 Dec
Allowance for credit impairment
At year beginning	(21.6)	(23.0)
Increase in allowance	(0.2)	(0.4)
Utilisation of allowance	–	1.5
Unused amounts released during the year	0.5	–
Exchange differences	(1.6)	0.3
At year end	(22.9)	(21.6)

During the year ended 31 December 2025, the Group collected $0.5 million in respect of trade receivables which had been

credit impaired in the prior year (2024: $nil).

Amounts due from associates and joint ventures

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Gross carrying amount	35.8	40.8
Allowance for incurred credit impairments	(1.6)	(1.6)
Net carrying amount	34.2	39.2

The table below provides an analysis of the ageing of amounts due from associates and joint ventures. This includes balances

with associates and joint ventures which are past due at the end of the reporting period, but not impaired, and balances which

are individually determined to be impaired at the end of the reporting period.

At 31 December 2025

		More than 30	More than 60	More than 90
(in $ millions)	Current	days past due	days past due	days past due	Total
Gross carrying amount	31.5	–	0.2	4.1	35.8
Allowance for incurred credit impairments	–	–	–	(1.6)	(1.6)
Net carrying amount	31.5	–	0.2	2.5	34.2

At 31 December 2024

		More than 30	More than 60	More than 90
(in $ millions)	Current	days past due	days past due	days past due	Total
Gross carrying amount	36.2	–	–	4.6	40.8
Allowance for incurred credit impairments	–	–	–	(1.6)	(1.6)
Net carrying amount	36.2	–	–	3.0	39.2

Subsea 7 S.A. | Annual Report 2025

197

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Amounts due from associates and joint ventures continued

The movement in the allowance for credit impairments in respect of amounts due from associates and joint ventures during

the year was as follows:

	2025	2024
(in $ millions)	31 Dec	31 Dec
Allowance for credit impairments
At year beginning	(1.6)	(3.7)
Utilisation of allowance	–	0.1
Reclassification following derecognition of investment in joint venture	–	1.8
Exchange differences	–	0.2
At year end	(1.6)	(1.6)

At 31 December 2025, the allowance for expected credit losses recognised in connection with amounts due from associates

and joint ventures was $nil (2024: $nil).

Other financial assets at amortised cost

An analysis of the age of other financial assets at the balance sheet date has not been provided on the grounds of

materiality. Other financial assets are typically non-recurring and are monitored on an asset-by-asset basis. Ageing is not

necessarily reflective of credit risk.

At 31 December 2025, the allowances for expected credit losses and credit impairment recognised in connection with other

financial assets at amortised cost were $nil (2024: $nil).

Concentration of credit risk

Credit risk is primarily associated with trade receivables. Net trade receivables as shown in Note 19 ‘Trade and other

receivables’ arise from a large number of customers, dispersed geographically. Continual credit evaluation is performed on

the recoverability of trade receivables. The following table classifies outstanding balances into three categories:

	2025	2024
	31 Dec	31 Dec
	Category	Category
At	percentage	percentage
National energy companies	38%	29%
International energy companies	11%	13%
Independent energy companies	51%	58%
Total	100%	100%

National energy companies are either partially or wholly-owned by, or directly controlled by, the government of their

respective country of incorporation. Both international and independent energy companies are mainly publicly or privately

owned. International energy companies are generally larger in size and scope than independent energy companies.

During the year ended 31 December 2025, two customers (2024: two customers) contributed individually to 10% or more of

the Group’s revenue. The revenue from these customers was $2,292.9 million or 32% of total Group revenue (2024: $1,851.5

million or 27%).

The five largest receivables balances by customer are shown below:

	31 Dec
At (in $ millions)	2025
Customer A	204.5
Customer B	109.8
Customer C	36.7
Customer D	32.8
Customer E	31.1

	31 Dec
At (in $ millions)	2024
Customer A	98.9
Customer B	46.6
Customer C	28.9
Customer D	25.9
Customer E	24.2

Subsea 7 S.A. | Annual Report 2025

198

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

The customer mix for outstanding accounts receivable balances at 31 December 2025 is not the same as at

31 December 2024. The Group did not have any significant credit exposure to any single counterparty at 31 December 2025

or 31 December 2024.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are primarily banks

with high credit ratings assigned by international credit-rating agencies. At 31 December 2025, 13% (2024: 7%) of cash and

cash equivalents was held at counterparties with a credit rating lower than ‘upper-medium grade’ classification.

Liquidity risk management

The Group has a framework for the management of short, medium and long-term funding and liquidity management

requirements. The Group continually monitors forecast and actual cash flows and matches the maturity profiles of financial

assets and liabilities. Liquidity risk is managed by maintaining adequate cash and cash equivalent balances and by ensuring

available borrowing facilities are in place. Included in Note 27 ‘Borrowings’ are details of the undrawn facilities that the Group

had at 31 December 2025.

Liquidity tables

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has

been prepared based on the undiscounted cash flows relating to financial liabilities based on the earliest date on which the

payment can be required. Principal cash flows are as follows:

At 31 December 2025

	Less than		3 months
(in $ millions)	1 month	1–3 months	to 1 year	1–5 years	Total
Borrowings (a)	22.0	27.4	157.9	438.5	645.8
Trade payables	270.3	44.6	22.2	–	337.1
Amounts due to associates and joint ventures	51.4	–	–	–	51.4
Lease liabilities	21.7	46.9	123.7	201.1	393.4
Total	365.4	118.9	303.8	639.6	1,427.7

(a) Amounts totalling $45.9 million included within the category 1–5 years represent amounts with a maturity date of greater than 5 years.

At 31 December 2024

	Less than		3 months
(in $ millions)	1 month	1–3 months	to 1 year	1–5 years	Total
Borrowings (a)	8.0	34.7	143.6	654.6	840.9
Trade payables	309.3	42.8	23.7	3.1	378.9
Amoun ts due to associates and joint ventures	12.4	–	–	–	12.4
Lease liabilities	21.9	40.0	188.5	253.4	503.8
Total	351.6	117.5	355.8	911.1	1,736.0

(a) Amounts totalling $78.1 million included within the category 1–5 years represent amounts with a maturity date of greater than 5 years.

The following table details the Group’s liquidity profile for its derivative financial liabilities. The table has been prepared

based on the undiscounted net cash payments and receipts on the derivative instruments that settle on a net basis and the

undiscounted gross payments and receipts on those derivative financial instruments that require gross settlement. When the

amount payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected interest

rates as illustrated by the yield curves existing at the balance sheet date.

At 31 December 2025

	Less than		3 months
(in $ millions)	1 month	1–3 months	to 1 year	1–5 years	Total
Net settled:
Embedded derivatives	–	1.7	23.5	21.1	46.3
Commodity hedging	0.1	0.1	1.3	3.1	4.6
Gross settled:
Foreign exchange forward contract payments	292.7	1 69.4	133.2	–	595.3
Foreign exchange forward contract receipts	(291.3)	(168.8)	(132.2)	–	(592.3)
Total	1.5	2.4	25.8	24.2	53.9

Subsea 7 S.A. | Annual Report 2025

199

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Liquidity tables continued

At 31 December 2024

	Less than		3 months
(in $ millions)	1 month	1–3 months	to 1 year	1–5 years	Total
Net settled:
Embedded derivatives	–	3.3	22.8	12.0	38.1
Commodity hedging	0.3	0.4	1.3	1.4	3.4
Gross settled:
Foreign exchange forward contract payments	489.2	–	–	–	489.2
Foreign exchange forward contract receipts	(483.1)	–	–	–	(483.1)
Total	6.4	3.7	24.1	13.4	47.6

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while

maximising the return to shareholders of the parent company.

The capital structure of the Group consists of debt, which includes borrowings disclosed in Note 27 ‘Borrowings’, cash and

cash equivalents disclosed in Note 23 ‘Cash and cash equivalents’ and equity attributable to shareholders of the parent company,

comprising issued share capital, paid in surplus, reserves and retained earnings.

The Group monitors its capital structure using a leverage ratio of net debt to Adjusted EBITDA. The ratio calculates net debt

as the principal amount of borrowings and lease liabilities less cash and cash equivalents.

Reconciliation of movements in liabilities arising from financing activities

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash

changes. Liabilities arising from financing activities are those for which cash flows are classified in the Consolidated Cash

Flow Statement as cash flows from financing activities.

Liabilities Equity Other Total

(in $ millions) Borrowings

Lease

liabilities

Dividends

payable to

shareholders

Treasury

Other

equity

Balance at 1 January 2025

722.0 454.9 – (69.1) (73.4) (22.6) 1,011.8

Financing cash flows

Interest paid

(41.1) (25.1) – – – (25.2) (91.4)

Net repayment of borrowings

(139.4)

– – – – (139.4)

Payments related to lease liabilities

– (266.8) – – – – (266.8)

Dividends paid to shareholders of

the parent company

– – (376.2) – – – (376.2)

Total financing cash flows

(180.5) (291.9) (376.2) – – (25.2) (873.8)

Non-cash changes

Dividends declared

– – 368.3 – – – 368.3

Non-cash movements in

lease liabilities

147.1

– –

– 147.1

Non-cash movements in

treasury shares

–

– – 8.9 (8.9) – –

Interest and fees

42.2 25.0 – – – 20.1 87.3

Exchange differences

– 14.7 7.9 – – – 22.6

Total non-cash changes

42.2 186.8 376.2 8.9 (8.9) 20.1 625.3

Balance at 31 December 2025

583.7 349.8 – (60.2) (82.3) (27.7) 763.3

Subsea 7 S.A. | Annual Report 2025

200

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Fair value hierarchy

The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in

making the measurements. The fair value hierarchy has the following levels:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Subsea 7 S.A. | Annual Report 2025

201

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

		Liabilities			Dividends	Equity			Other	Total
			Lease	as	payable to	Treasury	ea	Other
(in $ millions)		Borrowings	liabilities		shareholders	shares		equity
Balance at 1 January 2024		844.9	458.3		–	(31.1)		(17.7)	(11.6)	1,242.8
Financing cash flows
Interest paid		(58.4)	(33.6)		–	–		–	(17.2)	(109.2)
Net proceeds from borrowings		(124.8)	–		–	–		–	–	(124.8)
Payments related to lease liabilities		–	(189.6)		–	–		–	–	(189.6)
Cos t of share repurchases		–	–		–	(87.3)		–	–	(87.3)
Dividends paid to shareholders of the parent company		–	–		(162.9)	–		–	––	162.9)
Acquisition of shares in non-wholly- owned subsidiary		–	–		–	–		(6.4)	–	(6.4)
Total financing cash flows		(183.2)	(223.2)		(162.9)	(87.3)		(6.4)	(17.2)	(680.2)
Non-cash changes
Dividends declared		–	–		163.1	–		–	–	163.1
Non-cash movements in lease liabilities		–	195.3		–	–		–	–	195.3
Non-cash movements in treasury shares		–	–		–	49.3		(49.3)	–	–
Interest and fees	es	60.3	34.7		–	–		–	6.2	101.2
Exchange differences		–	(10.2)		(0.2)	–		–	–	(10.4)
Total non-cash changes		60.3	219.8		162.9	49.3		(49.3)	6.2	449.2
Balance at 31 December 2024		722.0	454.9		–	(69.1)		(73.4)	(22.6)	1,011.8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

33. Financial instruments continued

Fair value measurement

During the year ended 31 December 2025, there were no transfers between levels of the fair value hierarchy. The Group

recognises transfers between levels of the fair value hierarchy from the date of the event or change in circumstances that

caused the transfer.

Assets and liabilities which are measured at fair value in the Consolidated Balance Sheet and their level of the fair value

hierarchy were as follows:

	2025	2025	2025	2024	2024	2024
	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec	31 Dec
At (in $ millions)	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Recurring fair value measurements
Financial assets:
Financial assets at fair value through profit or loss –
derivative instruments	–	3 .5	–	–	0. 4	–
Fin ancial assets at fair value through profit or loss –
embedded derivatives	–	7 5.0	–	–	136.6	–
Financial liabilities:
Financial liabilities at fair value through profit or loss –
derivative instruments	–	(3.0)	–	–	( 6 .1)	–
Fin ancial liabilities at fair value through profit or loss –
embedded derivatives	–	(44.1)	–	–	( 36.5)	–
Financial liabilities at fair value through profit or loss –
commodity derivatives	–	(1.3)	–	–	(0. 4)	–
Financial liabilities at fair value through other comprehensive income – commodity derivatives	–	(3. 3)	–	–	( 3.0 )	–
Con tingent consideration (a)	–	–	–	–	–	(0.5)

(a) A reconciliation of contingent consideration movements during the year is shown on page 203.

Subsea 7 S.A. | Annual Report 2025

202

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Recurring fair value measurements

Financial assets and financial liabilities

Financial assets and financial liabilities which are remeasured to fair value on a recurring basis are determined as follows:

x the fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid

markets are determined with reference to quoted market prices;

x the fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in

accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable

current market transactions and quotes for similar instruments;

x the fair value of other financial assets classified as current assets, which includes quoted securities, is determined using

quoted prices;

x the fair value of contingent consideration is determined based on current expectations of the achievement of specific

targets and milestones calculated using the discounted cash flow method and unobservable inputs. Quantitative

information about the significant unobservable inputs used in the fair value measurement and sensitivities to changes

in these unobservable inputs are as disclosed below:

x sign

ificant inputs to the fair value of contingent consideration following a business combination include the assumed

probability of the achievement of operational targets and technical milestones. A significant increase or decrease in the

assumed probability of achieving these would result in a higher or lower fair value of the contingent consideration liability,

while a significant increase or decrease in the discount rate would result in a higher or lower fair value of the contingent

consideration liability. Gains or losses for the year were recognised in the Consolidated Income Statement as disclosed

within Note 7 ‘Other gains and losses’; and

x the fair values of foreign exchange derivative instruments and embedded derivatives are calculated using quoted foreign

exchange rates and yield curves derived from quoted interest rates matching maturities of the contract. Where such prices

are not available, use is made of discounted cash flow analysis using the applicable yield curve for the duration of the

instruments for non-optional derivative financial instruments.

Non-recurring fair value measurements

Assumptions used in determining fair value of financial assets and financial liabilities which are remeasured to fair value on a

non-recurring basis are as follows:

The fair value of receivables and payables is based on their carrying amount, which is representative of contractual amounts

due and, where appropriate, incorporates expectations about future expected credit losses.

Other financial assets which are classified as non-current include equity investments in unlisted companies which are

strategic in nature. Management concluded that due to the nature of these investments, there are a wide range of possible

fair value measurements and in some cases there may be insufficient recent information available to enable the Group to

accurately measure fair value. Management reviews investments annually to ensure the carrying amount can be supported by

expected future cash flows and has concluded that cost is considered to represent the best estimate of fair value of each

investment within a range of possible outcomes.

In accordance with IFRS 5 ‘Non-current assets held for sale and discontinued operations’, no impairment charges were

recognised on the carrying value of assets included in a disposal group classified as held for sale. These assets were

measured within Level 3 of the fair value hierarchy. Further details are disclosed in Note 20 ‘Disposal group classified as held

for sale’ to the Consolidated Financial Statements.

	Balance at			Balance at
	1 January		Unused amounts	31 December
(in $ millions)	2025	Utilisation	released	2025
Contingent consideration	0.5	(0 .2 )	(0.3 )	–

Subsea 7 S.A. | Annual Report 2025

203

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

34. Related party transactions

Key management personnel

Key management personnel include the Board of Directors and the Executive Management Team. Key management

personnel at 31 December 2025 included 15 individuals (2024: 15 individuals). The remuneration of these personnel is

determined by the Compensation Committee of the Board of Directors of Subsea 7 S.A.

Non-Executive Directors

Details of fees payable to and shares held by Non-Executive Directors for the year ended 31 December 2025 are disclosed in

the Remuneration Report on pages 65 to 69.

Key management (Executive Management Team)

Payments made by the Group in relation to the Executive Management Team during the year were as follows:

	2025	2024
For the year ended (in $ millions)	31 Dec (a)	31 Dec (a)
Salaries and other short-term employee benefits (b)	9.7	8.1
Share-based payments (c)	2.3	1.1
Post-employment benefits (d)	0.3	0.2
Total	12.3	9.4

(a) Amounts represent payments made to members of the Executive Management Team and the associated costs incurred by the Group.

(b) Salaries and other short-term employee benefits represent payments made during the year in respect of base salary, short-term bonus payments,

other short-term remuneration, other short-term benefits, including private healthcare and car allowances, and the associated social security

contributions made by the Group.

(c) Share-based payments represent the market value of the shares transferred to the participants during the year. Shares transferred represent

performance shares which vested under the 2018 and 2022 Long Term Incentive Plans. Refer to the Remuneration Report on pages 65 to 69 for

details of the plan.

(d) Post-employment benefits represent the cash value of defined pension contribution payments made by the Group during the year.

Remuneration for the Chief Executive Officer and Chief Financial Officer

Total remuneration for the Chief Executive Officer and Chief Financial Officer is disclosed in the Remuneration Report on

pages 65 to 69.

Shares and performance shares

Performance shares outstanding and shareholdings held at 31 December 2025 are disclosed in the Remuneration Report on

pages 65 to 69.

Transactions with key management personnel

During the year, the Executive Management Team were awarded the rights to 213,500 performance shares under the

Group’s 2022 Long Term Incentive Plan. Refer to the Remuneration Report on pages 65 to 69 for details of the plan.

Transactions with associates and joint ventures

The Consolidated Balance Sheet includes:

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Net non-current receivables due from associates and joint ventures (Note 17)	21.4	31.2
Net trade receivables due from associates and joint ventures (Note 19)	12.8	8.0
Trade payables due to associates and joint ventures (Note 30)	(51.4)	(12.4)
Net (payables to)/receivables from associates and joint ventures	(17.2)	26.8

During the year ended 31 December 2025, the Group provided services to associates and joint ventures amounting to $66.3

million (2024: $40.2 million) and purchased goods and services from associates and joint ventures amounting to $62.3 million

(2024: $33.1 million). In 2021, the Group advanced a loan of NOK 282.6 million ($33.0 million) to Eidesvik Seven AS, of which

NOK 190.2 million ($18.8 million) remained outstanding at 31 December 2025. The loan is repayable in instalments with the

final amount due on 31 December 2026.

Subsea 7 S.A. | Annual Report 2025

204

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Other related party transactions

During the year the Group undertook related party transactions, all of which were conducted on an arm’s length basis.

The Group is an associate of Siem Industries S.A. and is equity accounted for within Siem Industries S.A.’s Consolidated

Financial Statements.

Transactions with Siem Industries S.A. in relation to services provided totalled $0.9 million (2024: $nil).

Purchases by the Group from companies ultimately controlled by Siem Industries S.A. including vessel charters, provision of

crew, associated services and property rental totalling $28.8 million (2024: $24.4 million) were made during the year.

Income generated by the Group from companies ultimately controlled by Siem Industries S.A. in relation to property rental

totalling $0.2 million (2024: $0.2 million) was recognised during the year.

At 31 December 2025, the Group had outstanding balances payable to companies ultimately controlled by Siem Industries

S.A. of $0.2 million (2024: $0.1 million). At 31 December 2025, the Group had no outstanding balances receivable from

companies ultimately controlled by Siem Industries S.A. (2024: $nil).

Transactions with Treveri S.à r.l., a company controlled by Mr Siem, in relation to services provided totalled $0.1 million

(2024: $0.1 million).

Transactions with Kirk Lovegrove & Co. Limited, a company controlled by Mr Kirk, in relation to services provided totalled

$2.1 million (2024: $nil).

35. Share-based payments

The Group operated two equity-settled share-based payment schemes during 2025.

The following table summarises the expense recognised in the Consolidated Income Statement during the year:

		2025	2024
For the year ended (in $ millions)		31 Dec	31 Dec
Expense arising from equity-settled share-based payment transactions:
2018	Long Term Incentive Plan	0.6	1.4
2022	Long Term Incentive Plan	8.1	4.8
Total		8.7	6.2

Equity-settled share-based payment schemes

Details regarding the 2018 Long Term Incentive Plan (2018 LTIP Plan) and the 2022 Long Term Incentive Plan (2022 LTIP Plan),

including number of shares transferred to participants, are disclosed within the Remuneration Report on pages 65 to 69.

The IFRS 2 ‘Share-based Payments’ fair value of each performance share granted under the 2018 and 2022 LTIP Plans is

estimated as of the grant date using a Monte Carlo simulation model with weighted average assumptions as follows:

	2025	2024
For the year ended	31 Dec	31 Dec
Weighted average share price at grant date (in $)	20.78	16.35
TSR performance – Weighted average fair value at grant date (in $)	10.73	9.79
ROAIC performance – Weighted average fair value at grant date (in $)	16.97	14.25
CCR performance – Weighted average fair value at grant date (in $)	16.97	14.25
Expected volatility	35%	42%
Risk-free rate	3.79%	3.17%
Dividend yield	5.2%	3.50%

The expected share price volatility over the performance period is estimated from the Company’s historical share price volatility.

The award fair values were adjusted to recognise that participants are not entitled to receive dividend equivalent payments.

Both non-market Return on Average Invested Capital (ROAIC) and Cash Conversion Ratio (CCR) performance conditions are

not incorporated into the grant date fair value. The value of each award will be adjusted at each reporting date to reflect the

Group’s current expectation of the number of performance shares which will vest under the non-market ROAIC and CCR

performance conditions.

Upon vesting, the Group will withhold an amount for an employee’s tax obligation associated with a share-based payment and

transfer that amount, in cash, to the relevant tax authority on the employee’s behalf. In 2025, two awards vested under the 2018

and 2022 LTIP schemes. The total tax transferred to the relevant authorities was $5.4 million (2024: $3.0 million). Of this

total, $1.6 million was in relation to employee social security contributions and $3.8 million was in relation to income tax.

Subsea 7 S.A. | Annual Report 2025

205

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

36. Retirement benefit obligations

The Group operates both defined contribution and defined benefit pension plans.

The Group’s contributions under the defined contribution pension plans are determined as a percentage of individual

employees’ pensionable salaries. The expense relating to these plans for the year was $75.5 million (2024: $71.1 million).

The Group operates an unfunded defined benefit pension plan in France which is called the indemnités de fin de carrière

(retirement indemnity plan) and is pursuant to applicable French legislation and labour agreements in force in the industry.

The number of employees enrolled in the plan at 31 December 2025 was 657 (2024: 678). A lump-sum payment is made to

employees upon retirement based on length of service, employment category and the employee’s final salary. The obligation

is unfunded and uninsured, as is standard practice in France. Since the retirement indemnity plan is based upon specific

lengths of service, categories and values set by French legislation and collective agreements there is no specific trust or

internal governance in place for this plan.

Changes in the defined benefit obligation

The following table provides a reconciliation of the changes in the retirement benefit obligation:

	2025	2024
(in $ millions)	31 Dec	31 Dec
Defined benefit obligation
At year beginning	(8.1)	(8.4)
Amounts charged to the Consolidated Income Statement:
Service costs	(0.8)	(0.8)
Past service costs	(3.0)	–
Interest costs	(0.3)	(0.3)
Sub-total	(4.1)	(1.1)
Remeasurement (losses)/gains recognised in Other Comprehensive Income:
Actuarial changes arising from changes in demographic assumptions	(1.5)	0.6
Actuarial changes arising from changes in financial assumptions	1.1	0.2
Experience adjustments	(0.2)	0.1
Sub-total	(0.6)	0.9
Benefits paid	0.4	–
Exchange differences	(1.4)	0.5
At year end	(13.8)	(8.1)

At 31 December 2025, the retirement benefit obligation for the unfunded pension scheme of $13.8 million (2024: $8.1 million)

is recognised as a non-current liability on the Consolidated Balance Sheet.

Future cash flows

The estimated contributions expected to be paid into the defined benefit plan during 2026 are $0.4 million (2025: $0.3 million).

Significant actuarial assumptions

The principal assumptions used to determine the present value of the defined benefit obligation were as follows:

	2025	2024
(in %)	31 Dec	31 Dec
Discount rate	4.0	3.4

Sensitivity analysis

A quantitative sensitivity analysis for significant assumptions at 31 December 2025 is shown below. The sensitivity analysis

has been determined based on a method that extrapolates the impact on the net defined benefit obligation as a result of

reasonable changes in key assumptions occurring at the end of the reporting period.

(in $ millions)		Discount rate
Sensitivity level	0.25% increase	0.25% decrease
Impact on the net defined benefit obligation	0.4	(0.4)

Subsea 7 S.A. | Annual Report 2025

206

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

37. Deferred revenue

	2025	2024
At (in $ millions)	31 Dec	31 Dec
Advances received from clients	18.6	27.1

Advances received from clients include amounts received before the related work is performed on day-rate contracts and

amounts paid by clients in advance of work commencing on fixed-price contracts.

38. Events after the reporting period

Divi

dend

At the Annual General Meeting on 12 May 2026, the Board of Directors will propose a dividend of NOK 13.00 per share,

equating to approximately $400 million, payable in May 2026. The proposed dividend comprises an annual dividend equating

to approximately $350 million, subject to approval at the Annual General Meeting, and an interim dividend of approximately $50

million which was approved by the Board of Directors on 25 February 2026 and will be ratified at the Annual General Meeting.

Subsea 7 S.A. | Annual Report 2025

207

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

39. Wholly-owned subsidiaries

Subsea 7 S.A. had the following wholly-owned subsidiaries at 31 December 2025.

Name	Registered in	Nature of business
4Subsea AS	Norway	General Trading
4Subsea Astori AS	Norway	General Trading
4Subsea Do Brasil Projetos e Servicos de Integridade Subsea Ltda	Brazil	General Trading
4Subsea UK Limited	United Kingdom	General Trading
Acergy B.V.	Netherlands	Holding
Acergy France S.A.S.	France	General Trading
Acergy Holdings (Gibraltar) Limited (a)	Gibraltar	Special Purpose
Aquarius Solutions Inc.	Canada	General Trading
Astori Spółka z.o.o.	Poland	General Trading
Daymark Canada Company	Canada	General Trading
Daymark Energy Advisors Inc	US	General Trading
Evolv Energies Limited (formerly Aurora Environmental Limited)	United Kingdom	General Trading
Magellanic Offshore Limited	United Kingdom	General Trading
Marinza S.A. (formerly ENMAR S.A.)	Mozambique	General Trading
Nigerstar 7 FZE	Nigeria	General Trading
Nigerstar 7 Limited	Nigeria	General Trading
Ocean Geo Solutions, Inc.	US	General Trading
Pelagic Nigeria Limited	Nigeria	Holding
Pioneer Lining Technology Limited	United Kingdom	General Trading
PT. Subsea 7 Manufaktur Indonesia	Indonesia	General Trading
Seaway 7 AS	Norway	Holding
Seaway 7 Denmark A/S	Denmark	General Trading
Seaway 7 Engineering B.V.	Netherlands	General Trading
Seaway 7 Germany GmbH (formerly Seaway Offshore Cables GmbH)	Germany	General Trading
Seaway 7 Heavy Transport AS	Norway	General Trading
Seaway 7 Holding NL B.V.	Netherlands	Holding
Seaway 7 Korea Co., Ltd (formerly Subsea 7 Korea Co., Ltd)	South Korea	General Trading
Seaway 7 Management AS	Norway	General Trading
Seaway 7 Norway AS	Norway	General Trading
Seaway 7 Offshore Contractors B.V.	Netherlands	General Trading
Seaway 7 Offshore Crew B.V.	Netherlands	General Trading
Seaway 7 Offshore Installation AS (formerly VOI Option 1-4 AS)	Norway	Vessel Owning
Seaway 7 Treasury Limited	United Kingdom	Special Purpose
Seaway 7 UK Limited	United Kingdom	General Trading
Seaway 7 US Inc. (formerly SHL Contracting US Inc.)	US	General Trading
Seaway 7 Vessels B.V.	Netherlands	Vessel Owning
Seaway Aimery AS	Norway	Vessel Owning
Seaway Albatross AS	Norway	Vessel Owning
Seaway Alfa Lift AS (formerly OHT Alfa Lift AS)	Norway	Vessel Owning
Seaway Eagle AS	Norway	Vessel Owning
Seaway Falcon AS	Norway	Vessel Owning
Seaway Hawk AS	Norway	Vessel Owning
Seaway Heavy Lifting Contracting Limited	Cyprus	General Trading
Seaway Heavy Lifting Holding Limited	Cyprus	Holding
Seaway Heavy Lifting Limited	Cyprus	General Trading
Seaway Heavy Lifting Shipping Limited	Cyprus	Vessel Owning
Seaway Moxie AS	Norway	Vessel Owning
Seaway Osprey AS	Norway	Vessel Owning
Seaway Phoenix AS	Norway	Vessel Owning
Seaway Swan AS	Norway	Special Purpose
Seaway Ventus AS	Norway	Special Purpose
Sevenseas Contractors S. de R.L. de C.V.	Mexico	General Trading

Subsea 7 S.A. | Annual Report 2025

208

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Name	Registered in	Nature of business
SHL Stanislav Yudin Limited	Cyprus	Vessel Owning
SO France S.A.	France	Special Purpose
Subsea 7 (Guyana) Incorporated	Guyana	General Trading
Subsea 7 (ME) Pte Limited	Singapore	General Trading
Subsea 7 (Singapore) Pte Limited	Singapore	General Trading
Subsea 7 (Trinidad & Tobago) LLC	Trinidad & Tobago	Dormant
Subsea 7 (UK Service Company) Limited (a)	United Kingdom	Corporate Service
Subsea 7 (US) LLC	US	General Trading
Subsea 7 Angola S.A.S.	France	Special Purpose
Subsea 7 Asia Pacific Sdn Bhd	Malaysia	Special Purpose
Subsea 7 Australia Contracting Pty Ltd	Australia	General Trading
Subsea 7 Blue Space Investments S.A.S.	France	General Trading
Subsea 7 Blue Space Limited	United Kingdom	General Trading
Subsea 7 Canada Inc.	Canada	General Trading
Subsea 7 Chartering (UK) Limited	United Kingdom	General Trading
Subsea 7 Crewing Limited	United Kingdom	Special Purpose
Subsea 7 Crewing Services Pte. Ltd.	Singapore	General Trading
Subsea 7 Deep Sea Limited	United Kingdom	General Trading
Subsea 7 do Brasil Serviços Ltda	Brazil	General Trading
Subsea 7 Engineering France S.A.S.	France	General Trading
Subsea 7 Engineering Limited	United Kingdom	General Trading
Subsea 7 Finance (UK) PLC	United Kingdom	Special Purpose
Subsea 7 Holding Norway AS	Norway	Holding
Subsea 7 Holdings (UK) Limited	United Kingdom	Holding
Subsea 7 Holdings (US) Inc.	US	Holding
Subsea 7 International Contracting Limited	United Kingdom	General Trading
Subsea 7 International Holdings (UK) Limited (a)	United Kingdom	Holding
Subsea 7 i-Tech Brasil Ltda	Brazil	General Trading
Subsea 7 i-Tech Limited	United Kingdom	General Trading
Subsea 7 i-Tech Mexico S. de R.L. de C.V.	Mexico	General Trading
Subsea 7 i-Tech US Inc.	US	General Trading
Subsea 7 Limited	United Kingdom	General Trading
Subsea 7 Luanda Ltd (b)	Gibraltar	General Trading
Subsea 7 Marine (US) Inc.	US	Dormant
Subsea 7 Marine LLC	US	General Trading
Subsea 7 Mexico S. de R.L. de C.V.	Mexico	General Trading
Subsea 7 Middle East FZ-LLC	United Arab Emirates	Special Purpose
Subsea 7 Moçambique, Limitada	Mozambique	General Trading
Subsea 7 Navica AS	Norway	Vessel Owning
Subsea 7 Nigeria Limited	Nigeria	General Trading
Subsea 7 NL B.V.	Netherlands	General Trading
Subsea 7 Norway AS	Norway	General Trading
Subsea 7 Offshore Resources (UK) Limited	United Kingdom	Vessel Owning
Subsea 7 Pipeline Production Limited	United Kingdom	General Trading
Subsea 7 Port Isabel LLC	US	General Trading
Subsea 7 Portugal Unipessoal Limitada	Portugal	General Trading
Subsea 7 ROV UK Limited	United Kingdom	General Trading
Subsea 7 Saudi Arabia Limited	Saudi Arabia	General Trading
Subsea 7 Sénégal SAS	Senegal	General Trading
Subsea 7 Services (Singapore) Pte Limited	Singapore	General Trading
Subsea 7 Servicos Offshore S.A.	Brazil	Holding
Subsea 7 Shipping Limited (b)	Isle of Man	Vessel Owning

Subsea 7 S.A. | Annual Report 2025

209

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

39. Wholly-owned subsidiaries continued

Name	Registered in	Nature of business
Subsea 7 Singapore Contracting Pte Limited	Singapore	General Trading
Subsea 7 Treasury (UK) Limited	United Kingdom	Special Purpose
Subsea 7 Vessel Owner AS	Norway	Vessel Owning
Subsea 7 West Africa Contracting Limited	United Kingdom	General Trading
Subsea Seven Doha Oil & Gas Services and Trading LLC	Qatar	General Trading
Swagelining Limited	United Kingdom	General Trading
Tartaruga Insurance Limited	Isle of Man	Special Purpose
Thames International Enterprise Limited	United Kingdom	Special Purpose
Xodus Academy Limited	United Kingdom	General Trading
Xodus DMCC	United Arab Emirates	General Trading
Xodus Green Light Pty Limited	Australia	General Trading
Xodus Greenfuel Development Company Pty Ltd	Australia	Special Purpose
Xodus Group (Holdings) Limited	United Kingdom	Holding
Xodus Group A/S	Norway	Dormant
Xodus Group B.V.	Netherlands	General Trading
Xodus Group Consultants Sdn. Bhd	Malaysia	General Trading
Xodus Group Doha LLC	Qatar	General Trading
Xodus Group Inc	US	General Trading
Xodus Group Japan	Japan	General Trading
Xodus Group Limited	United Kingdom	General Trading
Xodus Group Pty Limited	Australia	General Trading
ZNM Nigeria Limited	Nigeria	Dormant

(a) Wholly-owned subsidiaries directly owned by the parent company, Subsea 7 S.A.

(b) UK tax resident.

For all entities, except for those identified in note (b), the principal place of business is consistent with the place of registration.

All subsidiary undertakings are included in the Consolidated Financial Statements of the Group. The proportion of the voting

rights in the subsidiary undertakings held directly by the immediate parent company does not differ from the proportion of

shares held. The parent company does not have any shareholdings in the preference shares of subsidiary undertakings

included in the Group.

Details of the addresses of the registered office of each of the wholly-owned subsidiaries are available on request from

Subsea 7 S.A., registered office, 412F, route d’Esch, L-1471 Luxembourg.

Subsea 7 S.A. | Annual Report 2025

210

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

ADDITIONAL INFORMATION –

ALTERNATIVE PERFORMANCE

MEASURES (APMs)

The Group utilises Alternative Performance Measures (APMs) when evaluating financial performance, financial position and

cash flows which are not defined or specified under International Financial Reporting Standards (IFRS), as adopted by the

EU. Management considers that these non-IFRS measures, which are not a substitute for nor superior to IFRS measures,

provide stakeholders with additional information to further understand the Group’s financial performance, financial position

and cash flows.

APM Description

Closest equivalent

IFRS measure

Adjustments to reconcile to

primary financial statements Rationale for utilising APM

Income Statement APMs

Adjusted

EBITDA and

Adjusted

EBITDA

margin

Adjusted earnings

before interest,

taxation, depreciation

and amortisation

represents net

income/(loss) before

additional specific

items that are

considered to impact

the comparison of the

Group’s performance

either period-on-period

or with other

businesses.

Adjusted EBITDA

margin is defined as

Adjusted EBITDA

divided by revenue,

expressed as a

percentage.

Net

income/(loss)

Net income/(loss) adjusted

to exclude depreciation and

amortisation costs, including

amortisation of prepaid mobilisation

expenses and amortisation of

intangible assets, impairment charges

or impairment reversals, gains and

losses on disposal of property, plant

and equipment and maturity of

lease liabilities, finance income,

remeasurement gains and losses

on business combinations, other

gains and losses (including foreign

exchange gains and losses, gains

on disposal of subsidiaries, gains and

losses resulting from remeasurement

of contingent consideration, gains on

distributions and bargain purchase

gains on business combinations),

finance costs and taxation.

Adjusted EBITDA and Adjusted

EBITDA margin are important indicators

of the operational strength and the

performance of the Group and provide

a meaningful comparative for its

business units. The presentation of

Adjusted EBITDA is also useful as it is

similar to measures used by companies

within Subsea7’s peer group. Adjusted

EBITDA margin may also be a useful

ratio to compare performance to the

Group’s competitors and is widely

used by shareholders and analysts.

Notwithstanding the foregoing,

Adjusted EBITDA and Adjusted EBITDA

margin as presented by the Group may

not be comparable to similarly titled

measures reported by other companies.

Effective tax

rate (ETR)

The effective tax

rate is expressed as a

percentage, calculated

as the taxation

expense/(credit)

divided by the

income/(loss)

before taxes.

Taxation n/a Provides a useful and relevant

measure of the effectiveness of

the Group’s tax strategy and

tax planning.

Balance Sheet APM

Capital

employed

Capital employed is

defined as total assets

less current liabilities.

No direct

equivalent

Calculated as total assets less

current liabilities.

Capital employed is a relevant metric

for shareholders and analysts when

evaluating the level of capital

employed by the Group to generate

income.

Net

cash/(debt)

excluding

lease liabilities

and net

cash/(debt)

including lease

liabilities

Net cash/(debt) is

defined as cash and

cash equivalents less

borrowings. The Group

utilises both net cash/

(debt) excluding lease

liabilities and net cash/

(debt) including lease

liabilities as financial

position measures.

No direct

equivalent

Calculated as cash and cash

equivalent less borrowings (current

and non-current). The measure may

exclude lease liabilities (current and

non-current) or include them.

Net cash/(debt) provides a

meaningful and reliable basis

to evaluate the financial strength

and liquidity of the Group.

Cash flow APMs

Cash

conversion

Cash conversion is

defined as net cash

generated from/(used

in) operating activities,

add back income taxes

paid, divided by

Adjusted EBITDA.

No direct

equivalent

Calculated as net cash generated

from/(used in) operating activities

in the Group’s Consolidated Cash

Flow Statement, add back income

taxes paid and divide

by Adjusted EBITDA.

Cash conversion is a financial

management tool to determine

the efficiency of the Group’s

ability to generate cash from

its operating activities.

Subsea 7 S.A. | Annual Report 2025

211

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

ADDITIONAL INFORMATION – APMS

CONTINUED

APM Description

Closest equivalent

IFRS measure

Adjustments to reconcile to

primary financial statements Rationale for utilising APM

Free cash flow

Free cash flow is

defined as net cash

generated from/(used

in) operating activities

less purchases

of property, plant

and equipment

and intangible assets.

No direct

equivalent

Calculated as net cash generated

from/(used in) operating activities

from the Group’s Consolidated

Cash Flow Statement less

purchases of property, plant and

equipment and intangible assets.

Free cash flow is a relevant

metric for shareholders and

analysts when determining

cash available to the Group to

invest or potentially distribute.

Other APMs

Backlog

Backlog represents

expected future

revenue from projects.

Awards to associates

and joint ventures are

excluded from backlog

figures, unless

otherwise stated.

Despite being a non-

IFRS term, the Group

recognises backlog

in accordance with the

requirements of IFRS

15, ‘Revenue from

Contracts with

Customers’, which

represents revenue

expected to be

recognised in the

future related to

performance

obligations which are

unsatisfied, or partially

unsatisfied, at

the reporting date.

Transaction

price allocated

to the remaining

performance

obligations

n/a

Utilising the term backlog is in

accordance with expected industry-

wide terminology. It is similarly

used by companies within Subsea7’s

peer group and is a helpful term for

those evaluating companies within

Subsea7’s industry. Backlog may also

be useful to compare performance

with competitors and is widely used

by shareholders and analysts.

Notwithstanding this, backlog

presented by the Group may

not be comparable to similarly

titled measures reported by

other companies.

Order intake

represents new

project awards plus

variation orders on

existing projects.

No direct

equivalent

n/a

Order intake is in accordance with

expected industry-wide terminology

and primarily enables the book-to-bill

APM to be calculated.

Book-to-bill

ratio

Book-to-bill ratio

represents total

order intake divided

by revenue for the

reporting period.

No direct

equivalent

n/a

The book-to-bill metric is widely used

in the energy sector by shareholders

and analysts and is a helpful term for

those evaluating companies within

Subsea7’s industry. Notwithstanding

this, the book-to-bill ratio presented

by the Group may not be comparable

to similarly titled measures reported

by other companies.

Subsea 7 S.A. | Annual Report 2025

212

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

APM calculations

Reconciliation of net operating income to Adjusted EBITDA and Adjusted EBITDA margin

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Net operating income

770.7 445.5

Depreciation, amortisation and mobilisation

679.2 622.5

Impairment of goodwill

17.6 6.2

Impairment of property, plant and equipment and intangible assets

13.6 15.8

Impairment of investments in associates and joint ventures 1.7 –

Net (gain)/loss on disposal of property, plant and equipment and maturity of lease liabilities

(2.4) 0.1

Adjusted EBITDA

1,480.4 1,090.1

Revenue

7,086.3 6,837.0

Adjusted EBITDA margin

20.9% 15.9%

Reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Net income

404.2 216.6

Depreciation, amortisation and mobilisation

679.2 622.5

Impairment of goodwill

17.6 6.2

Impairment of property, plant and equipment and intangible assets

13.6 15.8

Impairment of investments in associates and joint ventures 1.7 –

Net (gain)/loss on disposal of property, plant and equipment and maturity of lease liabilities

(2.4) 0.1

Finance income

(22.8) (24.4)

Other gains and losses

84.4 0.5

Finance costs

87.3 101.2

Taxation

217.6 151.6

Adjusted EBITDA

1,480.4 1,090.1

Revenue

7,086.3 6,837.0

Adjusted EBITDA margin

20.9% 15.9%

Effective tax rate

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Taxation

(217.6) (151.6)

Income before taxation

621.8 368.2

Effective tax rate (percentage)

35.0% 41.2%

Capital employed

At (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Total assets

8,030.5 7,680.4

Current liabilities

(a)

(2,813.0) (2,433.9)

Capital employed

5,217.5 5,246.5

(a) Current liabilities at 31 December 2025 exclude non-current lease liabilities of $5.4 million recognised within the disposal group classified as held

for sale

Net cash/(debt) excluding lease liabilities and net cash/(debt) including lease liabilities

At (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Cash and cash equivalents

969.7 575.3

Total borrowings

(583.7) (722.0)

Net cash/(debt) excluding lease liabilities

386.0 (146.7)

Total lease liabilities

(a)

(365.2) (454.9)

Net cash/(debt) including lease liabilities

20.8 (601.6)

(a) Total lease liabilities at 31 December 2025 are inclusive of lease liabilities of $15.4 million recognised within the disposal group classified as held

for sale.

Subsea 7 S.A. | Annual Report 2025

213

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY

ADDITIONAL INFORMATION – APMS

CONTINUED

Cash conversion

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Net cash generated from operating activities 1,470.7 931.4

Income taxes paid 198.6 77.0

1,669.3 1,008.4

Adjusted EBITDA 1,480.4 1,090.1

Cash conversion 1.1x 0.9x

Free cash flow

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Net cash generated from operating activities 1,470.7 931.4

Purchases of property, plant and equipment and intangible assets (281.0) (348.7)

Free cash flow 1,189.7 582.7

Backlog

The IFRS 15 ‘Revenue from Contracts with Customers’ disclosure in relation to remaining performance obligations is

contained in Note 22 ‘Construction contracts’. Unless otherwise stated, backlog and remaining performance obligations,

as required by IFRS 15, will be the same number. Backlog by year of execution is as follows:

At (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Total backlog 13,768.9 11,174.7

Expected year of utilisation:

2025 – 5,811.5

2026 6,885.8 3,355.2

2027 4,253.9 1,529.2

2028 2,129.4 478.8

2029 and thereafter 499.8 –

Backlog reconciliation

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

At year beginning 11,174.7 10,586.8

Order intake 9,017.5 8,175.6

Revenue (7,086.3) (6,837.0)

Effect of foreign exchange rate movements

663.0 (750.7)

At year end 13,768.9 11,174.7

Order intake

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

New project awards

7,019.3 6,719.1

Escalations on existing projects

1,998.2 1,456.5

Order intake 9,017.5 8,175.6

Book-to-bill ratio

For the year ended (in $ millions)

2025

31 Dec

(Unaudited)

2024

31 Dec

(Unaudited)

Order intake 9,017.5 8,175.6

Revenue 7,086.3 6,837.0

Book-to-bill ratio 1.3x 1.2x

Subsea 7 S.A. | Annual Report 2025

214

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

SUBSEA 7 S.A. FINANCIAL

STATEMENTS AND REPORT

OF THE RÉVISEUR

D’ENTREPRISES AGRÉÉ

FOR YEAR ENDED

31 DECEMBER 2025

412F, route d’Esch

L-1471

Luxembourg

R.C.S. Luxembourg No. B43172

Page

Report of the Réviseur d’Entreprises Agréé

216

Balance Sheet

220

Profit and Loss Account

221

Notes to the Financial Statements

222

Subsea 7 S.A. | Annual Report 2025

215

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

REPORT OF THE RÉVISEUR D’ENTREPRISES

AGRÉÉ

To the Shareholders of

Subsea 7 S.A.

412F, route d’Esch

L-1471 Luxembourg

Report on the audit of the financial statements

Opinion

We have audited the Financial Statements of Subsea 7 S.A. (the “Company”), included in pages 220 to 228, which comprise

the Balance Sheet at 31 December 2025, the Profit and Loss account for the year then ended, and the notes to the financial

statements, including a summary of significant accounting policies.

In our opinion, the accompanying Financial Statements give a true and fair view of the financial position of the Company at 31

December 2025, and of the results of its operations for the year then ended in accordance with Luxembourg legal and

regulatory requirements relating to the preparation and presentation of the financial statements.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession

(“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission

de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014, the Law of

23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the

“réviseur d’entreprises agréé” for the audit of the Financial Statements” section of our report. We are also independent of the

Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence

Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for Luxembourg by

the CSSF together with the ethical requirements that are relevant to our audit of the Financial Statements, and have fulfilled

our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Merger with Saipem S.p.A.

We draw your attention to Note 1 ‘Organisation’ of the Financial Statements which explains that Subsea 7 S.A. entered into

a binding merger agreement with Saipem S.p.A. on 23 July 2025. Management expects that the merger will complete in

the second half of 2026 subject to conditions precedent including regulatory approvals. Following the effective date of the

merger, Subsea 7 S.A. will be absorbed by Saipem S.p.A, and the latter entity will be renamed Saipem7 S.p.A. Management

prepared the Company’s financial statements on the going concern basis.

Our opinion is not modified in respect of this matter.

Subsea 7 S.A. | Annual Report 2025

216

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

Financial Statements of the current period. These matters were addressed in the context of the audit of the Financial

Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter: Impairment of investments in affiliated undertakings

Description of key

audit matter:

Subsea 7 S.A., as ultimate parent of the Group, holds shares in affiliated undertakings

Acergy Holdings (Gibraltar) Limited, Subsea 7 International Holdings (UK) Limited, Subsea 7

(UK Service Company) Limited and Seaway 7 AS amounting to an aggregate of $1,747.2 million

at 31 December 2025 as disclosed in Note 3 to the Annual Accounts, inclusive of a value

adjustment thereon of $95.0 million recognised during the year.

As stated in Note 2 to the Annual Accounts, the Company performs an annual review of the

carrying amounts of individual investments with any resulting impairments or impairment

reversals reflected in the Profit and Loss account in the relevant period.

Investments in affiliated undertakings are subject to an impairment test when impairment

indicators are identified. The estimated recoverable amount is calculated as the higher of the

value-in-use or fair value less costs to sell. The outcome of the impairment review could vary

significantly if different assumptions were applied in the valuation model.

The key factors are:

x the Adjusted EBITDA assumptions taken from the Group’s most recent budgets and plans

for the next five years (the “Plan”);

x the Adjusted EBITDA forecasts and long-term growth rate used beyond the period covered

by the Plan given the significance of the terminal value cash flows to the total value-in-use,

also considering the expected impact of climate change;

x the pre-tax discount rate applied to future cash flows.

Impairment of shares in affiliated undertakings is considered a key audit matter because of the

significant judgement involved regarding the assessment of their recoverable amount.

Our response:

Our audit procedures in relation to the valuation of the investments in affiliated undertakings

included, among others:

We assessed management’s impairment testing by obtaining the supporting model and

assessing the methodology and key assumptions made:

x Adjusted EBITDA forecasts – we evaluated management’s Adjusted EBITDA forecasts and

tested the underlying values used in the calculations by comparing management’s forecast

to the latest management approved five-year plan;

x we assessed actual performance in the year against the prior year budgets to evaluate

historical forecasting accuracy;

x long-term growth rate – we compared the rates applied by management to available

externally developed rates;

x pre-tax discount rates – we involved our valuations specialists in our evaluation of the

discount rate to consider the appropriateness of the rates used;

x net assets – we agreed the net assets to the financial records of the respective companies; and

x we tested the arithmetical accuracy of the models.

We compared the carrying amount of the investments to their recoverable amount in order to

assess whether an impairment or reversal of previously recognised impairment exists.

We assessed the adequacy and appropriateness of the disclosures in Note 2 and Note 3 of

the Annual Accounts.

Subsea 7 S.A. | Annual Report 2025

217

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ

CONTINUED

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in

the Management Report on page 137 and the accompanying Corporate Governance Statement from pages 48 to 69 but does

not include the Financial Statements and our report of “réviseur d’entreprises agréé” thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in

the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there

is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and of those charged with governance for the Financial

Statements

The Board of Directors is responsible for the preparation and fair presentation of the Financial Statements in accordance

with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the Financial Statements,

and for such internal control as the Board of Directors determines is necessary to enable the preparation of Financial

Statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting and marking up the Financial Statements in compliance with

the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended

(“ESEF Regulation”).

In preparing the Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative

but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the Financial Statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by

the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit.

We also:

x Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

x Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

x Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by the Board of Directors.

x Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the Financial

Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause

the Company to cease to continue as a going concern.

x Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether

the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

x Assess whether the Financial Statements have been prepared, in all material respects, in compliance with the requirements

laid down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Subsea 7 S.A. | Annual Report 2025

218

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the Financial Statements of the current period and are therefore the key audit matters.

We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 8 May 2025

and the duration of our uninterrupted engagement, including previous renewals and reappointments, is twelve years.

The Management Report on page 137 is consistent with the Financial Statements and has been prepared in accordance with

applicable legal requirements.

The accompanying corporate governance statement on pages 48 to 69 is the responsibility of the Board of Directors. The

information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and

companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the

Financial Statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the Financial Statements of the Company as at 31 December 2025 with relevant

statutory requirements set out in the ESEF Regulation that are applicable to the Financial Statements.

For the Company, it relates to:

x Financial Statements prepared in valid xHTML format;

x The XBRL markup of the Financial Statements using the core taxonomy and the common rules on markups specified in the

ESEF Regulation.

In our opinion, the Financial Statements of the Company as at 31 December 2025, identified as 222100AIF0CBCY80AH62-

2025-12-31, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF

Regulation.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we

remained independent of the Company in conducting the audit.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Emmanuel Mareschal

Luxembourg, 25 February 2026

Subsea 7 S.A. | Annual Report 2025

219

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

SUBSEA 7 S.A. BALANCE SHEET

At (in $ millions) Notes

2025

31 Dec

2024

31 Dec

Assets

Fixed assets

Financial assets

Shares in affiliated undertakings

3 1,747.2 1,842.2

Current assets

Other debtors

becoming due and payable within one year

0.7

0.4

Investments

Own shares

60.2 62.7

Cash at bank and in hand

– –

Prepayments

0.3 0.4

Total assets

1,808.4 1,905.7

Capital, reserves and liabilities

Capital and reserves

Subscribed capital

4 599.2 599.2

Share premium account

4 490.2 628.2

Reserves

Legal reserve

4, 5

59.9 59.9

Reserve for own shares

4, 6 60.2 62.7

Profit or loss brought forward

4 – 297.

rofit or loss for the financial year

4 (132.6) (69.5)

Total capital and reserves

1,076.9 1,577.8

Provisions

Provisions for pensions and similar obligations

7 24.0 18.7

Creditors

Trade creditors

becoming due and payable within one year

0.5

–

Amounts owed to affiliated undertakings

becoming due and payable within one year

704.9 308.7

Other creditors

Tax authorities

–

0.2

Other creditors

becoming due and payable within one year

2.1

0.3

Total liabilities

731.5 327.9

Total capital, reserves and liabilities

1,808.4 1,905.7

The accompanying notes on pages 222 to 228 form an integral part of the Financial Statements for Subsea 7 S.A.

Subsea 7 S.A. | Annual Report 2025

220

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

SUBSEA 7 S.A. PROFIT AND LOSS

ACCOUNT

For the year ended (in $ millions) Notes

2025

31 Dec

2024

31 Dec

Other operating income

9 21.2 19.9

Raw materials and consumables and other external expenses

Other external expenses

(33.0) (1.4)

Staff costs

Wages and salaries

(0.1) (0.1)

Other operating expenses

12 (38.4) (74.6)

Income from participating interests

derived from affiliated undertakings

13 43.0 15.0

Other interest receivable and similar income

derived from affiliated undertakings

0.1 0.1

other interest and similar income

– 0.1

Value adjustments

in respect of financial assets and of investments held as current assets

3, 6

(88.6) (16.9)

Interest payable and similar expenses

concerning affiliated undertakings

(36.8) (11.2)

Other taxes

– (0.4)

Loss for the financial year

(132.6) (69.5)

The accompanying notes on pages 222 to 228 form an integral part of the Financial Statements for Subsea 7 S.A.

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221

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

NOTES TO THE FINANCIAL STATEMENTS

1. Organisation

Subsea 7 S.A. (the Company) is a holding company which was incorporated under the laws of Luxembourg on 10 March 1993.

The Company has been incorporated for an unlimited period of time. The Subsea 7 S.A. Group (the Group) consists of

Subsea 7 S.A. and its affiliated undertakings at 31 December 2025.

The objects of the Company are to invest in affiliated undertakings which provide subsea construction, maintenance,

inspection, survey and engineering services, predominantly for the offshore oil and gas, renewable energy, heavy lifting and

related industries. More generally, the Company is authorised to participate in any manner in all commercial, industrial,

financial and other enterprises of Luxembourg or foreign nationality through the acquisition by participation, subscription,

purchase, option or any other means of all shares, stocks, debentures, bonds or securities; and the acquisition of patents and

licences it will administer and exploit. The Company is authorised to lend or borrow with or without security, provided that any

monies so borrowed may only be used for the purpose of the Company, or companies which are affiliated undertakings of or

associated with the Company; in general it is authorised to undertake any operations directly or indirectly connected with

these objects.

The Company also prepares Consolidated Financial Statements in conformity with International Financial Reporting

Standards as issued by the International Accounting Standards Board and as adopted by the European Union; these are

shown on pages 146 to 210 and are also available at the registered office of the Company or on www.subsea7.com.

Going concern

The Consolidated Financial Statements have been prepared on the going concern basis. Management has concluded that

there are no significant doubts over the application of the going concern assumption and no disclosable material

uncertainties which cast doubt upon the Company’s ability to continue as a going concern.

On 23 February 2025, Subsea 7 S.A. and Saipem S.p.A. signed a memorandum of understanding to regulate the terms of a

possible merger between the two companies. Subsequently, on 23 July 2025, Subsea 7 S.A. and Saipem S.p.A. entered into

a binding merger agreement, governing the final terms of the proposed merger including the combination of the Group’s

business with the Asset Based Services business of Saipem S.p.A., including Offshore Wind, and form an operationally

autonomous company within the new combined group. The proposed merger is subject to conditions precedent, including

regulatory approval in certain jurisdictions, and anticipated to be completed in the second half of 2026.

Upon completion of the conditions precedent including obtaining the required regulatory approvals, and as approved on

the 25 September 2025 by the shareholders of Subsea 7 S.A. and Saipem S.p.A. respectively, the proposed business

combination will be effected by way of an EU cross-border statutory merger of Subsea 7 S.A. into Saipem S.p.A. within

the meaning of the provisions of the European Directive (EU) 2017/1132 of the European Parliament and of the Council of

14 June 2017 relating to certain aspects of company law, and Directive (EU) 2019/2121 of the European Parliament and of

the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and

divisions (the EU Mobility Directive). By virtue of the proposed merger, Subsea 7 S.A. will be absorbed by Saipem S.p.A., a

company incorporated in Italy, which will acquire all assets and assume all liabilities and other legal relationships of Subsea 7

S.A. and will be renamed Saipem7 S.p.A. Completion of the proposed merger is subject to, among other things, the admission

to listing and trading of the shares of the combined company on Euronext Oslo in Norway. The merged company, Saipem7

S.p.A. will remain incorporated in Italy and listed on Euronext Milan in Italy. Management considers that the Company’s ability

to continue as a going concern will not be impacted should the proposed merger not be completed. The Company wi

con

tinue to have access to adequate liquidity to support the assumption it will continue as a going concern. Furth

isclosure is included within Note 1 ‘General information’ to the Consolidated Financial Statements.

2. Significant accounting policies

The Financial Statements were prepared in accordance with Luxembourg legal and regulatory requirements. Accounting

policies and valuation rules are, besides the ones laid down by the law of 19 December 2002 as amended, determined and

applied by the Board of Directors of the Company. The Company maintains its accounting records and presents its Financial

Statements in US dollars ($). Significant accounting policies are as follows:

2.1 Financial assets

Shares in affiliated undertakings are stated at cost less any accumulated impairment in value. An annual review of the

carrying amount is performed on an individual investment basis with resulting impairments or reversals of impairment

reflected in the Profit and Loss account in the relevant period. Earnings in investee companies are recognised when,

and to the extent that, dividends are received from affiliated undertakings and participating interests.

2.2 Own shares

Own shares are initially measured at acquisition cost and recognised as an asset with a corresponding non-distributable

reserve created from share premium. Own shares are subsequently remeasured at the lower of cost or market value using

the FIFO (First In First Out) method. They are subject to value adjustments where their recovery is compromised. These

value adjustments are reversed when the reasons for which the value adjustments were made have ceased to apply.

Subsea 7 S.A. | Annual Report 2025

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GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

2.3 Translation of foreign currencies

The Company maintains its accounts in US dollars; this is the currency in which its capital is expressed and the Financial

Statements are prepared. Amounts in foreign currencies are translated into US dollars on the following basis:

x formation expenses, the cost of acquisition of intangible, tangible and financial fixed assets denominated in a currency

other than US dollars, are translated at historical exchange rates;

x all other assets denominated in a currency other than US dollars are valued individually at the lower of their values

translated into US dollars at their historical exchange rate or exchange rate prevailing at the balance sheet date;

x all liabilities denominated in a currency other than US dollars are valued individually at the higher of their values translated

at historical exchange rate or exchange rate prevailing at the balance sheet date; and

x revenue and expenses denominated in a currency other than US dollars are translated into US dollars at the exchange

rates applicable on the day on which they are collected or disbursed.

Only realised foreign exchange gains and losses and unrealised foreign exchange losses are recognised in the Profit and

Loss account.

2.4 Share-based payments

Awards made under the Group’s Long Term Incentive Plans, in the form of equity-settled share-based payments, are satisfied by

the Company on behalf of its affiliated undertakings. The costs associated with these awards are recognised on the date of

issuance to the employees and recorded in the Profit and Loss account as an adjustment to the value of own shares.

At 31 December 2025, a provision of $24.0 million for awards potentially vesting in future periods was recognised.

2.5 Parent company guarantees

The Company issues parent company guarantees (PCGs) to third parties on behalf of its direct and indirect affiliated undertakings

where requested. The Company receives a fee in respect of the PCGs issued, which is recorded as other operating income

within the Profit and Loss account. This income is recognised on a straight-line basis over the period of the guarantee.

2.6 Interest payable and receivable

Amounts owed to and owed by affiliated undertakings bear interest at commercial rates.

2.7 Other debtors

Other debtors are recognised initially at nominal amount. Provisions for value adjustments are made when there is objective

evidence that the Company may not be able to collect all of the amounts due. Bad debts are written off where necessary.

2.8 Amounts owed to affiliated undertakings and other creditors

Amounts owed to affiliated undertakings and other creditors are stated at nominal amount.

3. Financial assets

(in $ millions)

Shares in affiliated

undertakings

Cost

At 31 December 2024

3,526.5

At 31 December 2025

3,526.5

Accumulated value adjustments

At 31 December 2024

(1,684.3)

Value adjustments for the year

(95.0

)

At 31 December 2025

(1,779.3)

Carrying amount

At 31 December 2024

1,842.2

At 31 December 2025

1,747.2

A review of the carrying amount of the financial assets was performed at 31 December 2025 which resulted in a value adjustment

of $95.0 million being recognised in relation to the Company’s shares held in Acergy Holdings (Gibraltar) Limited (2024: $10.5

million value adjustment).

Subsea 7 S.A. | Annual Report 2025

223

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

3. Financial assets continued

Shares in affiliated undertakings

Percentage held Carrying amount (in $ millions)

Name of company Registered in 2025 2024 2025 2024

Acergy Holdings (Gibraltar) Limited

Gibraltar

100% 100% 26.2 121.2

Subsea 7 International Holdings (UK) Limited

100% 100% 1,501.5 1,501.5

Subsea 7 (UK Service Company) Limited

100% 100% 79.9 79.9

Seaway 7 AS

Norway

28% 28% 139.6 139.6

Total shares in affiliated undertakings

1,747.2 1,842.2

The capital, reserves and profit and loss of the affiliated undertakings of the Company are included within the Annual Report

of Subsea 7 S.A. as shown on pages 208 to 210, and the Company has applied the exemption, in accordance with article

67.3b of the law of 19 December 2002, to not disclose this information.

4. Capital and reserves

(in $ millions)

Subscribed

capital

premium

account

Legal

reserve

Reserve

for own

Profit brought

forward

Profit or (loss)

for the

financial year Total

Balance at 1 January 2024

608.6 697.1 60.9 31.1 98.4 361.0 1,857.1

Allocation of the result

– – – – 361.0 (361.0

) –

Share cancellation

.4) (37.3) – – – – (46.7)

Decrease of legal reserve

– – (1.0

) – 1.0 – –

Dividends declared

– – – –

(163.1) – (163.1)

Net movement of own shares (Note 6)

–

(31.6) – 31.6 – – –

Loss for the financial year

– – – – –

(69.5) (69.5)

Balance at 31 December 2024

599.2 628.2 59.9 62.7 297.3 (69.5) 1,577.8

Allocation of the result

– – – – (69.5) 69.5 –

Dividends declared

– (140.5) – – (227.8) – (368.3)

Net movement of own shares (Note 6)

– 2.5 – (2.5) – – –

Loss for the financial year

– – – – – (132.6) (132.6)

Balance at 31 December 2025

599.2 490.2 59.9 60.2 – (132.6

) 1,076.9

At 31 December 2025, the authorised share capital comprised 450,000,000 $2.00 common shares (2024: 450,000,000

$2.00 common shares) and 299,600,000 common shares were outstanding (2024: 299,600,000).

A dividend of NOK 13.00 per share was approved by the shareholders of the Company at the Annual General Meeting on

8 May 2025, which was paid from distributable reserves in two equal instalments on 22 May 2025 and 6 November 2025.

5. Legal reserve

Luxembourg law requires that 5% of the Company’s unconsolidated net income is allocated to a legal reserve annually, prior

to declaration of dividends. This requirement continues until the reserve is 10% of its issued share capital at nominal value,

after which no further allocations are required until further issuance of shares. The legal reserve may also be satisfied by allocation

of the required amount at the issuance of shares or by a transfer from share premium. The legal reserve is not distributable.

6. Reserve for own shares

2025

Number of

2025

in $ millions

2024

Number of

2024

in $ millions

At year beginning

3,986,064 62.7 3,839,804

31.1

Shares cancelled

– –

(4,694,272) (46.7)

Shares reallocated relating to share-based payments

(522,241) (8.9) (331,560) (2.6)

Shares repurchased

– – 5,172,092

87.3

Value adjustment

– 6.4

– (6.4)

Balance at year end

3,463,823 60.2 3,986,064 62.7

At 31 December 2025, the Company directly held 3,463,823 (2024: 3,986,064) own shares representing 1.16% (2024: 1.33%)

of the total number of issued shares.

During the year ended 31 December 2025, 522,241 (2024: 331,560) shares representing 0.17% (2024: 0.11%) of the total

number of issued shares were reallocated for $nil consideration to employees of the Subsea7 Group to satisfy share awards

under the 2018 and 2022 Long Term Incentive Plans.

A review of the carrying amount of own shares was performed at 31 December 2025, resulting in an upward value adjustment

of $6.4 million (2024: $6.4 million downward value adjustment).

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224

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

7. Provisions

Provision for pensions and similar obligations

At (in $ millions)

2025

31 Dec

2024

31 Dec

Provision for share-based payments vesting in future period

24.0 18.7

At 31 December 2025, a provision of $24.0 million was recognised to reflect the Company’s expectation of the number of

performance shares which will vest under the 2018 and 2022 Long Term Incentive Plans.

During the year ended 31 December 2025, $8.9 million of the provision was utilised to satisfy charges in respect of share-

based compensation (2024: $2.6 million).

8. Amounts owed to affiliated undertakings

Becoming due and payable within one year

At (in $ millions)

2025

31 Dec

2024

31 Dec

Amounts owed to affiliated undertakings

704.9 308.7

Amounts owed to affiliated undertakings were mainly related to amounts due to Subsea 7 Treasury (UK) Limited under the

terms of the Group’s internal working capital agreement. During the year ended 31 December 2025, interest costs of $36.8

million were recognised by the Company (2024: $11.2 million).

9. Other operating income

For the year ended (in $ millions)

2025

31 Dec

2024

31 Dec

Parent company guarantee income

21.2 19.9

10. Commitments and guarantees

The Company arranges bank guarantees, which collectively refer to bank guarantees, performance bonds, tendering bonds,

advance payment bonds, guarantees or standby letters of credit in respect of the performance obligations certain of its

affiliated undertakings have to their clients.

Facilities

Multi-currency revolving credit and guarantee facility

On 15 June 2022, the Group entered into a $700 million multi-currency revolving credit and guarantee facility with a five-year

tenor, with two one-year extension options. The facility is available in a combination of guarantees, up to a limit of $200 million,

and cash drawings, or in full for cash drawings. The facility is guaranteed by the Company and Subsea 7 Finance (UK) PLC, a

wholly-owned subsidiary of the Group. The facility size reduced from $700 million to $600 million in September 2024 and will

reduce further to $500 million in June 2028 until maturity in June 2029. The facility was unutilised at 31 December 2025.

The South Korean Export Credit Agency (ECA) facility

In July 2015, the Group entered into a $357 million senior term loan facility secured on two vessels owned by the Group.

The facility is provided 90% by an Export Credit Agency (ECA) and 10% by two banks and is available for general corporate

purposes. The ECA tranche has a 12-year maturity and a 12-year amortising profile. The commercial tranche initially had a

five-year maturity and a 15-year amortising profile, which commenced in April 2017. The commercial tranche was refinanced

during November 2021, now maturing in January 2027, while retaining the original amortising profile. The facility is guaranteed by

the Company. At 31 December 2025, the amount outstanding under the facility was $86.0 million (2024: $110.6 million).

UK Export Finance (UKEF 2021) facility

On 24 February 2021, the Group entered into a $500 million five-year amortising committed loan facility backed by a

$400 million guarantee from UK Export Finance. The facility has a five-year tenor which commenced when the facility

was fully drawn. The facility can be used for general corporate purposes, including to provide working capital financing for

services provided from the UK. The facility is guaranteed by the Company. At 31 December 2025, the amount outstanding

under the facility, net of facility fees, was $222.7 million (2024: $321.7 million).

Subsea 7 S.A. | Annual Report 2025

225

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

10. Commitments and guarantees continued

2023 UK Export Finance (UKEF 2023) facility

On 27 July 2023, the Group entered into a $450 million five-year amortising loan facility backed by a $360 million guarantee

from UK Export Finance. The facility has a five-year tenor which commenced in July 2025. The facility is guaranteed by the

Company and Subsea 7 Finance (UK) PLC, a wholly-owned subsidiary of the Group. At 31 December 2025, the amount outstanding

under the facility, net of facility fees, was $274.7 million (2024: $289.4 million).

Utilisation of facilities

At (in $ millions)

2025

31 Dec

Utilised

2025

31 Dec

Unutilised

2025

31 Dec

Total

2024

31 Dec

Utilised

2024

31 Dec

Unutilised

2024

31 Dec

Total

Committed borrowing facilities

588.8 600.0 1,188.8 728.0 757.6 1,485.6

Other facilities

In addition to the above there are a number of uncommitted, unsecured bilateral guarantee arrangements in place

in order to provide specific geographical coverage. The utilisation of these facilities at 31 December 2025 was $2.9 billion

(2024: $2.1 billion).

11. Other external expenses

For the year ended (in $ millions)

2025

31 Dec

2024

31 Dec

Administrative expenses

1.8 1.2

Professional services

30.7 –

Statutory audit fees

0.2 0.2

Other assurance fees

0.3 –

Total

33.0 1.4

12. Other operating expenses

For the year ended (in $ millions)

2025

31 Dec

2024

31 Dec

Corporate allocation and shareholders’ costs

23.2 57.3

Provision for share-based payments which may vest in future periods

14.2 16.3

Other operating expenses

1.0 1.0

Total

38.4 74.6

13. Income from participating interests derived from affiliated undertakings

On 31 December 2025, the Company received a dividend of $43.0 million from Acergy Holdings (Gibraltar) Limited (2024:

$15.0 million from Acergy Holdings (Gibraltar) Limited). Consideration for this transaction was settled under, and in line with

the terms of, the Group’s internal working capital agreement.

14. Other interest receivable and similar income derived from affiliated undertakings

For the year ended (in $ millions)

2025

31 Dec

2024

31 Dec

Guarantee fee commission receivable from Eidesvik Seven AS

0.1 0.1

15. Tax on profit or loss

For the year ended 31 December 2025, the Company was fully taxable at an effective rate of 23.87% (2024: 24.94%). After

taking account of required book to tax adjustments, the Company recorded a fiscal loss for the year. No benefit has been

recorded in respect of this loss due to uncertainty over future recoverability.

16. Share-based payments

Awards made under the Group’s Long Term Incentive Plans, in the form of equity-settled share-based payments, are satisfied by

the Company on behalf of its affiliated undertakings. During the year ended 31 December 2025, $8.9 million of an established

provision was utilised to satisfy charges in respect of share-based compensation. In the prior year, a charge of $2.6 million

was recognised directly in the Profit and Loss account.

The share-based schemes operated by the Group are:

2018 Long Term Incentive Plan

The 2018 Long Term Incentive Plan (2018 LTIP Plan) was approved by the Company’s shareholders at the Annual General

Meeting on 17 April 2018 and was valid for a period up to five years until 2023. Awards under the 2018 LTIP Plan were made

in 2018, 2019, 2020 and 2021.

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226

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

2022 Long Term Incentive Plan

The 2022 Long Term Incentive Plan (2022 LTIP Plan) was approved by the Company’s shareholders at the Annual General

Meeting on 12 April 2022, superseding the 2018 LTIP Plan, and is valid for a period of five years until 2027. The principles of

the plan remained as previous years whereby a conditional award of shares is made that provides for share awards which

vest over a three to five-year period subject to performance measures. Cash Conversion Ratio (CCR) has been added to

the plan and the percentage weighting of each measure adjusted to reflect this.

The 2022 LTIP Plan has a five-year term with awards being made annually in October. The aggregate number of shares

which may be granted in any calendar year is limited to 0.5% of issued share capital on 1 January of that calendar year.

The total number of shares that may be delivered pursuant to awards under the plan shall not exceed 11,500,000. The total

number of share awards and shares granted to the CEO and CFO are recommended by the Compensation Committee for

the approval by the Board of Subsea7. The 2022 LTIP Plan is an essential component of the Company’s reward strategy and

is designed to align the interests of participants with those of the Company’s shareholders and enables participants to share

in the success of the Company. The 2022 LTIP Plan provides for conditional awards of shares based upon performance

conditions measured over a performance period of three years. Performance conditions are based upon three measures and

weightings determined by the Compensation Committee. During 2024, the Compensation Committee approved the following

revised weightings to apply to the 2024 and future LTIP awards under the 2022 LTIP Plan:

x Total Shareholder Return (50%)

x Cash Conversion Ratio (30%)

x Return on Average Invested Capital (20%).

All three performance conditions are determined over a three-year period from 1 July in the year of award to 30 June three

years later. Subject to the achievement of the performance conditions, awards will vest in equal tranches after three, four and

five years from award date.

Under the terms of the LTIP, participants are not entitled to receive dividend equivalent payments during the performance

and holding periods. On 31 December 2025, there were approximately 150 participants in the active LTIP schemes (2018

LTIP and 2022 LTIP Plans). Individual award caps are in place such that no participant may be granted shares under the

2022 LTIP Plan in a single calendar year that have an aggregate fair market value in excess of 150%, in the case of the CEO,

CFO and other members of the Executive Management Team, and 100%, in the case of other employees, of their annual

base salary at the date of the award. Additionally, a holding requirement for the CEO, CFO and other members of the

Executive Management Team applies where they must hold 50% of all awards that vest until they have built up a

shareholding with a market value of 150% of their annual base salary which must be maintained throughout their tenure.

Total Shareholder Return based awards

The Company will have to achieve a Total Shareholder Return (TSR) ranking above the median for any awards to vest. If the

ranked TSR position of the Company during the three-year performance period, as converted to a percentage, is equal to

50%, 20% of the share award will vest. If the ranked TSR position of the Company is greater than 50% and below 75%, the

vesting of the share award between 20% and 50% is determined by linear interpolation. The maximum award of 50% would

vest if the Company achieved a ranked TSR position of equal to or greater than 75%.

Cash Conversion Ratio based awards

The Cash Conversion Ratio (CCR) measures the conversion of Adjusted EBITDA into a form of cash. The Board believes this

measure is an important addition to the LTIP as it aligns with shareholder interests in making sure the business converts

profitability into cash generated from its operations in a timely manner. The Group can exert significant influence in achieving

this goal. Furthermore it is clear and predictable, and as with the other two measures, the elements of the calculation are

readily identifiable from the Group Financial Statements.

CCR is calculated for each of the three years of the performance period on a quarterly basis.

Return on Average Invested Capital based awards

Return on Average Invested Capital (ROAIC) is calculated for each of the three years of the performance period on a

quarterly basis.

Details of the TSR, ROAIC and CCR calculations, including further details of each Long-Term Incentive Plan, are disclosed

within the Remuneration Report on pages 65 to 69.

Subsea 7 S.A. | Annual Report 2025

227

CONSOLIDATED FINANCIAL STATEMENTS

SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

16. Share-based payments continued

Vesting of LTIP 2022 award

The performance conditions applicable to the share awards granted in 2022 under the 2022 LTIP Plan that vested during

2025 were based upon three measures: TSR, ROAIC and Cash conversion, with a weighting of 65%, 15% and 20%,

respectively. Subject to these performance conditions, the vested shares are transferred to participants in equal tranches

on the third, fourth and fifth anniversary of the award date.

The performance conditions for the vesting of the share awards granted in 2022 under the 2022 LTIP Plan are set out below.

For LTIP 2022 awards, all performance conditions were assessed over the three-year period; TSR vested at 80.10%, Cash

conversion at 52.50%, and ROAIC 0%.

Metric

Percentage of share

awards under

each metric Range Result

Percentage of

shares to vest

under each metric Shares to vest

TSR

65% 50%–100% 78.5%

(a)

80.10% 52.06%

ROAIC

15% 9%–14% 2.89%

(b)

– –

Cash conversion

20% 0.7–1.1 0.91

(c)

52.50% 10.50%

Total

100%

62.56%

(a) Subsea7 ranked 4th out of the 15 companies within the selected peer group (above the median but below the 90th percentile). This resulted in

80.10% vesting for the TSR portion – 52.06% of the total award.

(b) The average over the three-year performance period was 2.89%. This resulted in 0% vesting for the ROAIC portion.

(c) The average over the three-year performance period was 0.91. This resulted in 52.50% vesting for the cash conversion portion – 10.50% of the total award.

During 2025, in accordance with the terms of the 2018 and 2022 LTIP Plans, shares totalling 522,241 (2024: 331,560)

were transferred to participants.

Long Term Incentive Plan awards in 2025

Conditional share awards were made to approximately 150 leaders and key employees on 1 October 2025, comprising

1,397,750 (2024: 1,476,800) shares under the terms of the 2022 LTIP Plan.

17. Staff

The average full-time equivalent number of employees of the Company for the year ended 31 December 2025 was nil

(2024: one).

18. Related party transactions

The Company has taken advantage of the exemption under the law of 19 December 2002, Article 65 which does not require

the disclosure of transactions with wholly-owned members of the Group.

The Company is an associate of Siem Industries S.A. and is equity accounted for within Siem Industries S.A.’s Consolidated

Financial Statements.

Transactions with Siem Industries S.A. related to services provided totalled $0.9 million (2024: $nil).

Transactions with a company ultimately controlled by Siem Industries S.A. in relation to property rental totalled less than

$0.1 million (2024: less than $0.1 million).

Transactions with Treveri S.à r.l., a company controlled by Mr Siem, in relation to services provided totalled $0.1 million

(2024: $0.1 million).

In addition, the Company received guarantee commission for an amount of $0.1 million (2024: $0.1 million) from Eidesvik

Seven AS related to the 100% guarantee provided on the loan facility by Subsea 7 International Holdings (UK) Limited.

19. Board of Directors’ expenses

Fees paid to Directors for the year ended 31 December 2025 amounted to $1.0 million (2024: $1.0 million).

20. Events after the reporting period

Dividend

At the Annual General Meeting on 12 May 2026, the Board of Directors will propose a dividend of NOK 13.00 per share,

equating to approximately $400 million, payable in May 2026. The proposed dividend comprises an annual dividend equating

to approximately $350 million, subject to approval at the Annual General Meeting, and an interim dividend of approximately

$50 million which was approved by the Board of Directors on 25 February 2026 and will be ratified at the Annual General Meeting.

On 12 February 2026, the Company received a dividend of $500.0 million from Subsea 7 International Holdings (UK) Limited,

a wholly-owned subsidiary. Consideration for this transaction was settled under, and in line with the terms of, the Group’s

internal working capital agreement.

Subsea 7 S.A. | Annual Report 2025

228

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

GLOSSARY

4Subsea

4Subsea is a leading provider of technology and services that help operators optimise energy

production from subsea oil and gas fields and offshore wind farms. 4Subsea is a wholly-owned

autonomous subsidiary of Subsea7.

Adjusted EBITDA

Adjusted EBITDA is defined on page 211 in the Additional Information (APMs).

AGM

Annual General Meeting

Backlog

Expected future revenue from in-hand projects as defined within Additional Information (APMs)

on page 212. Awards to associates and joint ventures are excluded unless otherwisestated.

Board

The Board of Directors of Subsea 7 S.A.

Carbon Estimator

A model that calculates the equivalent CO

and atmospheric emissions associated with global

project operations. This helps identify the elements that contribute the most to a development’s

carbon footprint, allowing for alternatives to be considered.

Carbon intensity

The carbon intensity of oil and gas developments can be measured in CO

e per barrel

ofoilequivalent, including production and transportation but excluding end-use combustion.

CCS

Carbon capture and storage, including transportation

CECO

Chief Ethics and Compliance Officer

Child labour

As recognised and defined by the International Labour Organisation. Should not be confused

with “youth employment” or “student work”.

Company

Subsea 7 S.A.

Conventional

Conventional services include the fabrication, installation, extension, hook-up and

refurbishment of fixed and floating energy infrastructure in shallow water.

Decommissioning

The taking out of service of production facilities at the end of their economic lives and their

removal orpartial removal from offshore for recycling and/or disposal onshore.

DNV

DNV AS is a leading classification society for the maritime industry.

Dry-dock

A facility for the construction, maintenance and repair of vessels.

EGM

Extraordinary General Meeting

EPCI/EPIC

Engineering, procurement, construction and installation or engineering, procurement,

installation andcommissioning, typically on a fixed-price basis.

Executive Officers

For the purpose of the Remuneration Report, Executive Officers refers to the Executive

Directors of Subsea 7 S.A. as well as the roles of Chief Executive Officer (CEO) and the

ChiefFinancial Officer (CFO).

FID

Final investment decision

Flex-lay

A pipelay method for installing flexible pipelines, umbilicals and risers by spooling them from

areel, carousel or basket onto the seabed.

Flowline

A pipeline carrying oil, gas or water that connects the subsea wellhead to a manifold or to

surface production facilities.

Global enabler

Any of Subsea7’s most capable vessels that are frequently key to winning and executing large

EPCI contracts.

Group

Subsea 7 S.A. and its subsidiaries

Heavy lift vessel

An offshore vessel or barge designed to lift objects greater than 1,000 tonnes such as

offshore wind foundations and turbines.

High-risk country

From a human rights perspective, any country with a score below 5 out of 10 on the Verisk

Maplecroft Human Rights index.

High-risk materials

or services

High-risk materials or services from a human rights perspective are those listed as such in the

Material Service Group Category Register maintained by our supply chain management function.

High-risk suppliers

High-risk suppliers from a human rights perspective are those deemed as such in accordance

withour Supplier Human Rights Risk Matrix

Human rights risk

assessment

A comprehensive appraisal of human rights risk posed by a supplier.

Human rights

screening manager

The person appointed by the relevant regional or Group SCM Director to perform the human

rights questionnaire review and screening portion of the Human Rights Risk Assessment and

Due Diligence Process for Suppliers

Inter-array cables

Cables that run between the individual wind turbine foundations and substations.

Integrity management

A risk-based service supporting operators of subsea assets in the maintenance of their facilities.

IRM

Inspection, repair and maintenance of infrastructure.

IRO

Impact, Risk, Opportunity

Jacket

A steel structure, typically comprised of an x-braced configuration between four steel legs.

Jackets are one design of foundation for wind turbine generators.

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229

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

GLOSSARY CONTINUED

Labour agencies

A third party that provides recruitment and placement services to Subsea7 where the

individuals remain as employees of the agency. This can include providing services such

as advertising vacancies, proposing candidates, arranging medical and visas, and providing

contractual support to agency staff.

Low-skilled worker

A worker that does not require high qualifications or skills.

Medium risk country

From a human rights perspective, means any country with a score between 5 and 7.5

(out of 10) on the Verisk Maplecroft Human Rights Country Risk Index

Modern slavery

Umbrella term covering practices such as forced labour, debt bondage, forced marriage

and human trafficking. Essentially, it refers to situations of exploitation that a person cannot

refuse or leave because of threats, violence, coercion, deception and/or abuse of power.

Monopile foundation

A single, cylindrical, steel structure that can be used as a foundation for a wind turbine

generator or offshore substation.

OceanPlan

A concept development platform that enables efficient development planning and

accelerates concept selection. It increases the level of certainty during the early phases of

a project by linking technical and economic feasibility. It also features embedded economic

modelling, integrated engineering workflows to support system selection, cost estimation,

and greenhouse gas emission estimation.

OneSubsea

A joint venture between SLB, Aker Solutions and Subsea7. Focused on accelerating

innovation to create a step change in subsea production economics and reduce emissions in

subsea operations. The joint venture brings together deep reservoir domain expertise, broad

front-end and system design knowledge. It has an extensive field-proven subsea production

and processing technology portfolio, world-class manufacturing scale and capacity, and

unique pore-to-process integration capabilities.

Performance share

Performance shares are awarded under the Long Term Incentive Plan and cover

approximately 150 senior employees. These shares vest after at least three years, subject

to performance conditions.

Riser/riser systems

A pipe through which oil and/or gas travels upward from the seabed to a surface

productionfacility.

ROAIC

Return on Average Invested Capital. A key performance indicator for the Group which

isusedasa non-market performance measure in the Long Term Incentive Plans.

Seaway7

Subsea7’s Renewables business

SME

Small and medium-size enterprises

SPS

Subsea production system. Equipment placed on the seabed that is connected to subsea

pipeline networks and riser systems.

Subsea7

Subsea 7 S.A. and its subsidiaries

Subsea Integration

Alliance

Subsea Integration Alliance is a strategic global alliance between OneSubsea and Subsea7,

bringing together field development planning, project delivery, innovative contracting models

andtotal lifecycle solutions.

Supplier Human

Rights Risk Matrix

The Group’s risk assessment criteria for suppliers to determine whether they are low, medium

or high-risk suppliers from a human rights risk perspective.

SURF

Subsea umbilicals, risers and flowlines

T&I

Transport and installation of wind or subsea infrastructure

Tie-back

A connection between a new satellite oil and/or gas discovery and an existing production

facility, improving theeconomics of marginal fields into profitable assets.

Total shareholder

return

Total shareholder return combines share price appreciation and dividends paid to show

the total return to the shareholder expressed as an annualised percentage.

Umbilical

An assembly of hydraulic hoses, which can also include electrical cables or optic fibres,

used tocontrol subsea structures from an offshore platform or a floating vessel.

Variation order

An instruction by the client for a change in the scope of the work to be performed under the

contract which may lead to an increase or a decrease in contract revenue based on changes

inthe specifications or design of an asset and changes in the duration of the contract.

Vulnerable migrant

workers

Low-skilled workers from a high or medium-risk country, working in another country of

whichthey are not a permanent resident, or working offshore.

Xodus

Client-led engineering consultancy that provides engineering and advisory services to

clients in the oiland gas, LNG, renewables and utilities industries worldwide. Xodus is

a wholly-owned autonomous subsidiary of Subsea7.

Subsea 7 S.A. | Annual Report 2025

230

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

SUPPLEMENTARY

INFORMATION

Special note regarding

forward-looking statements

Certain statements made in this report may include

‘forward-looking statements’. These statements relate to

our expectations, beliefs, intentions or strategies regarding

the future. These statements may be identified by the use

of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’,

‘intend’, ‘may’, ‘plan’, ‘project’, ‘should’, ‘will’, ‘seek’, and

similar expressions.

The forward-looking statements that we make reflect

ourcurrent views and assumptions with respect to future

events and are subjectto risks and uncertainties. Actual

and future results and trends could differ materially from

those set forth in such statements due to various factors,

including those discussed in this report under ‘Risk

Management’, ‘Financial Review’ andthe quantitative

andqualitative information disclosures about market risk

contained in Note 33 ‘Financial instruments’ to the

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 cash;

(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, decrease 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,

cybersecurity ordata security breaches; (xvii) global

availability at scale andcommercially viability of suitable

alternative vessel fuels; and (xviii) 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. We

undertake no obligation to update publicly or revise any

forward-looking statements, whether asaresult of new

information, future events orotherwise.

Subsea 7 S.A. | Annual Report 2025

231

CONSOLIDATED FINANCIAL STATEMENTS SUBSEA 7 S.A. FINANCIAL STATEMENTS

GLOSSARY

Investor relations

Shareholders, equity analysts, portfolio managers

andrepresentatives of financial institutions may contact:

Email: [email protected] Telephone: +44 20 8210 5568

Press enquiries

Representatives of the press may contact:

Email: [email protected]

Financial information

Copies of stock exchange announcements, including the

Group’s quarterly and semi-annual results and the Annual

Report are available atwww.subsea7.com.

Any shareholder requiring a printed copy of the

Group’sAnnual Report can request this via the website

www.subsea7.com.

Stock listings

Common shares – traded on the Oslo Stock Exchange

under the symbol SUBC – www.oslobors.no.

ISIN:LU0075646355 LEI: 222100AIF0CBCY80AH62

Registrar – common shares

Registrar for the shares of Subsea 7 S.A., recorded in the

Norwegian Central Securities Depository,

Verdipapirsentralen ASA (Euronext Securities Oslo):

DNB Bank ASA Postboks 1600 Sentrum 0021 Oslo, Norway

Telephone: +47 23 26 80 16 Email: [email protected]

Depositary bank – ADRs

Subsea 7 S.A. has a sponsored Level 1 ADR facility,

forwhich Deutsche Bank Trust Company Americas acts as

depositary. Each ADR represents one common share of the

Company. The ADRs are quoted over-the-counter (OTC)

inthe US under the ticker symbol SUBCY.

For enquiries, beneficial ADR holders may contact:

Deutsche Bank Trust Company Americas c/o Equiniti Trust

Company, LLC, Peck Slip Station PO Box 2050, New York

NY10272-2050, USA

US toll free: +1 866 249 2593

International: +1 718 921 8137

Email: [email protected]

Further information is available at: www.equiniti.com.

Financial calendar

Subsea 7 S.A. intends to publish its quarterly financial

results for 2026 on the following dates:

Q1 2026 results 30 April 2026

Q2 and H1 2026 results 30 July 2026

Q3 2026 results 19 November 2026

Q4 and FY 2026 results 25 February 2027

2026 Annual General Meeting

12 May 2026 at 15:00 CET 412F,

route d’Esch L-1471 Luxembourg

Registered office

412F, route d’Esch L-1471 Luxembourg

Website

www.subsea7.com

SUPPLEMENTARY INFORMATION CONTINUED

Subsea 7 S.A. | Annual Report 2025

232

GOVERNANCE SUSTAINABILITY STATEMENTSSTRATEGIC REPORT

This report is printed on paper certified in accordance with the FSC®

(ForestStewardship Council®) and is recyclable and acid-free. Principal Colour

Ltd is FSC certified and ISO 14001 certified showing that it is committed to all

round excellence and improving environmental performance is an important

partof this strategy. Principal Colour Ltd aims to reduce at source the effect its

operations have on the environment and is committed to continual improvement,

prevention of pollution and compliance with any legislation or industry standards.

Designed and produced by Black Sun Global.

A Positive Change Group company.

Printed by Principal Colour Ltd.

Subsea7 is a global leader in the delivery of offshore

projects and services for the energy industry.

Subsea7makes offshore energy transition possible

throughthe continuous evolution of lower-carbon oil

andgasand by enabling the growth of renewables

andemerging energy. The company employs over

13,000people and operates in over 30 countries.

Subsea 7 is listed on the Oslo Børs (SUBC),

ISIN LU0075646355, LEI 222100AIF0CBCY80AH62

Registered office: 412F Route d’Esch, L-2086 Luxembourg

subsea7.com