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Saipem Interim Directors' Condensed interim consolidated at a glance Report financial statements ANNEXES
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Saipem Interim Directors' Condensed interim consolidated at a glance Report financial statements ANNEXES
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We are a global leader in engineering services for the design, construction and operation of complex infrastructures and plants in the energy sector, both offshore and onshore .
The vision that inspires us is “ Engineering for a sustainable future ”.
This is why we are engaged in the new low-carbon energy and industrial ecosystem. We are at the forefront of the transition to Net Zero alongside our clients, with increasingly digitalised tools, technologies, and processes, designed from the outset with environmental sustainability and safety in mind.
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interim consolidated
financial REPORT
as of june 30, 2026
Disclaimer
By their nature, forward-looking statements are subject to risk and uncertainty since they are dependent upon circumstances which should or are considered likely to occur in the future and are outside of the Group’s control. These include, but are not limited to:
exchange and interest rate fluctuations, commodity price volatility, credit and liquidity risks, HSE risks, the levels of capital expenditure in the oil industry and other sectors, political instability in areas where the Group operates, actions by competitors, success of commercial transactions, risks associated with the execution of projects (including pandemic risks, geopolitical risks, supply chain risks and those risks related to ongoing investment projects), in addition to changes in stakeholders’ expectations and other changes affecting business conditions. Actual results could therefore differ materially from the forward-looking statements. The financial reports contain in-depth analyses of some of the aforementioned risks. Forward-looking statements and data are to be considered in the context of the date of their release.
Saipem Interim Directors' Condensed interim consolidated at a glance Report financial statements ANNEXES
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General CONTENT
Interim results ................................................................................................................................................................................................................................................................ 4
01 SAIPEM AT A GLANCE .................................................................................................................................................................................................................................. 6
02 INTERIM DIRECTORS' REPORT
..................................................................................................................................................................................... 24
03 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS ............. 134
04 ANNEXES
................................................................................................................................................................................................................................................................................................ 220
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INTERIM RESULTS
First half results show revenue and margins ahead of thos e recorded in the same period of 2025, underscoring the strength and resilience of Saipem’s execution capabilities. Against the backdrop of continuing l ogistical and operational challenges stemming from the conflict in the Middle East, Saipem has been able to ensur e the operational conti nuity of all projects currently in execution and the safety of its personnel. In the first six months of 2026, Saipem recorded revenue of more than €7.3 billion, up by 2% compared with the same period last year, as evidence of operational continuity also in are as affected by the conflict. Adjusted EBITDA of €836 million, up by 9% compared to last year , despite absorbing extra costs of approx. €70 million arising from logistical and operational difficulties and from enhanced saf ety measures for personnel in the Middle East. Adjusted net result of €131 million. Cash generation (free cash fl ow after the repayment of lease liabilities) of €388 million. The net fina ncial position, which reflects the €330 million in dividends paid in May, improved both before and after lease liabilities. From a commercial standpoint, the volume of orders booked in the first half of the year amounted to €5.7 billion, up 33% compared with the same period last year, and a further €2.3 billion of orders have already been acquired in July. These results, together with several additional opportunities currently under discussion, reinforce our confidence that the 2026 order intake will exceed that of 2025. Guidance for 2026 is updated to reflect the impact of ex tra costs in connection with the ongoing conflict, which affect adjusted EBITDA with no imp act on cash flow generation due to improved cash conversion dynamics.
Revenue in the first half of 2026 amo unted to €7,345 million (€7,211 million in the first half of 2025) and adjusted EBITDA amounted to €836 million (€764 million in the first half of 2025); both metrics increased compared with the first half of 2025, by 1.9% and 9.4% respectively. The operating results reflect the improvement in operating performance compared to the first half of 2025, in pa rticular for the Engi neering & Constructi on activities, both Offshore and Onshore. Asset Based Services accounted for 58.5% of revenue; E nergy Carriers for 36.4% of revenue; Offshore Drilling contributed 5.1% of revenue. The adjusted net result amounted to a profit of €131 million in the fi rst half of 2026 (€140 million in the first half of 2025). The net result amounted to a profit of €96 million net of charges related to redundancy programmes agreed with Trade Union organisat ions, of €35 million.
Capital expenditure during the first half of 2026, mainly relates to maintenance and upgrades, amounted to €133 million (€187 million in the first half of 2025). Pre-IFRS 16 Net Financial Position as of June 30, 2026 amounted to a net cash of €1,078 million improved by €79 million compared to December 31, 2025 (net cash of €999 million). Net debt, including IFRS 16 lease liability of €1,187 million, amounted to €109 m illion, net of dividend pay ments of €330 million, improved by €163 million compared to December 31, 2025. In the first half of 202 6, Saipem was awarded new contracts amounting to a total of €5,737 million (€4,301 million in the first half of 2025). The backlog as of June 30, 2026 amounted to €29,861 million (€18,663 million in Asset Based Services, €10,112 million in Energy Carriers and €1,086 million in Offshore Drilling), of which €7,321 million to be executed in the second half of 2026. The backlog including non-consolidated companies as of June 30, 2026 amounted to €29,960 million (€31,578 million as of December 31, 2025).
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INTERIM RESUTS 5 /
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01.
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SAIPEM AT A GLANCE 7 /
Saipem at a glance
Saipem Industrial’s proposal ___________________________________________________________________________________________________________________ 8 Company profile ______________________________________________________________________________________________________________________________ ___________ 9 Mission and values ______________________________________________________________________________________________________________________________ _______ 11 Our approach to sustainability ________________________________________________________________________________________________________________ 12 Saipem in the world ______________________________________________________________________________________________________________________________ _____ 14 Where we operate ______________________________________________________________________________________________________________________________ __________________ 14 Our people ______________________________________________________________________________________________________________________________ _________________________________ 16 Our clients ______________________________________________________________________________________________________________________________ _____________________ 17 Backlog ______________________________________________________________________________________________________________________________ __________________________ 18 Financial performance ______________________________________________________________________________________________________________________________ 19 Saipem SpA share performance _____________________________________________________________________________________________________________ 20 Credit rating ______________________________________________________________________________________________________________________________ _________________ 22 ESG indices and ratings ____________________________________________________________________________________________________________________________ 23
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Saipem Industrial’s proposal
Saipem plays a key role in the energy sector, contributing to the construct ion of energy plants and infrastructures, both onshore and offshore, with a wide range of services. To achieve this, Saipem partners with a large and diversified ecosystem of suppliers and sub contractors and safely manag es multiple shipyards and vessels. In addition to its commitment to the energy industry, Sa ipem also operates in the infrastructure sector with services in the civil construction and sustaina ble transport sectors, in particular railways.
Thanks to its engineering and project management capabilit ies, its vessels and construction sites and its technological expertise, Saipem generates value for it s clients in both traditional and renewable energy segments. In particular, with referenc e to traditional energy segment, Saipem assists its clients throughout the raw material production and processing value chain, offering services in offshore dr illing, upstream, midstream, downstream and also providing solutions for the productio n of fertilizers. In the fi eld of renewable sources and clean tech, it is involved in the construction of o ffshore wind infrastructures a nd biorefineries, as well as proposing various industrial solutions in the decarbonisation field, such as CO 2 management and hydrogen treatment.
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SAIPEM AT A GLANCE 9 /
company profile
We are a global leader in the engineering and construction of major proj ects for the energy and infrastructure sectors, offshore and onshore. We are a “one company” with dist inctive competences, techno logical innovation cap abilities and high-tech assets, able of identifying and developi ng multiple solutions to meet our clients’ needs for a sustainable business.
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We are a "One Company" active in five operative areas : Offshore E&C, Offshore Drilling, Onshore E&C, Offshore Wind and Sustainable Infrastructures with distinctive capabilities, skills and high-tech assets, able to identify and develop multiple solutions to meet our cli ents’ needs for a sustainable business. Our business model is designed to foster synergies betw een our operating sectors and the market in which we operate. We aim to develop solutions that enhance effici ency, minimise the envir onmental impact of our products and services, and improve the safety of both employees and clients. The five operative areas are further defined and grouped into three reporting segments : Asset Based Services, Offshore Drilling and Energy Carriers.
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SAIPEM AT A GLANCE 11 /
mission AND valUES
01 / Mission ______________________________________________________________________________________________________________________________ ______________
We work alongside our clients to transform their strategies and projects into competitive, safe, and sustainable infras tructures, plants, and processes, supporting them on their energy transition pathway towards Net Zero .
02 / Values ______________________________________________________________________________________________________________________________ ________________
•We value human ingenuity , fostering a culture of creativity and problem-
solving.
•We prioritise the health and safety of our people, co mmunities, and the environment.
•We build relationships based on trust , rooted in responsibility and transparency.
•We embrace diversity and inclusivity , shaping a workplace where everyone can thrive.
03 / Purpose ______________________________________________________________________________________________________________________________ ____________ Always oriented towards technol ogical innovation, the pur pose that inspires us is “Engineering for a sustainable future” .
For over 60 years, engineering has been in Saipem’s DNA, shaping its business, activities, and industrial applications. We design and develop new approaches to guarantee sustainable and safe access to energy and mobility, thus contributing to the development of a more efficient and responsible energy ecosystem. Everything we do is based on a clear vision of tomorrow.
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OUR APPROACH TO SUSTAINABILITY
Guided by the vision “ Engineering for a sustainable future”, our co mmitment is to generate sustainable value for all our stakeholders by integrating environmental, so cial and governance (ESG) aspects into our business strategies, processes and operational risk management.
The Policy “Our sustainable business” sets out the co mmitments that guide us in achieving the Sustainable Development Goals (SDGs), defining the principles and pillars that support the sustainable growth of our business. It reinforces our commitment to operate responsibly in all the countries where we are present, guided by our principles of ethics, respect, in clusion, transparency and fairness.
It also highlights the importance of sustainability as a fundamental lever for long-term value creation and collective well-being, outlining five key dimensions underpinning ou r operational approach.
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SAIPEM AT A GLANCE 13 /
To make this a tangible commitment, Saipem annually updates its Sustainability Plan, “Our journey to a sustainable business”, which, combining business and financi al objectives with sustainability criteria, represents an integrated strategy to create value for stakeholders.
For further details on Saipem’s sustainable business, pl ease refer to the section “Our sustainable business” in this document.
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Saipem IN THE WORLD
01 / Where we operate __________________________________________________________________________________________________________
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02 / Our people ___________________________________________________________________________________________________________________________
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SAIPEM AT A GLANCE 17 /
Our clients
Saipem's client portfolio is wide and dive rsified: as of the date of this report, the Company serves more than 30 clients. Consistent with Saipem’s wide ranging engineering capabilit ies, its client base currently includes leading International Oil Company, major Nati onal Oil Companies, as well as operator s active in the world of Utilities, Infrastructures and Renewable Energy Sectors.
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Backlog
Backlog has increased significantly o ver the last years, thanks to a favourable reference market.
Saipem's backlog is currently very di versified, covering both offshore EPC and drilling activities (in shallow water and deep water), and onshore EPC activities (including LNG plant projects, floating production, storage and offloading units, fertilizer producti on plants, high-speed infrastructure).
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SAIPEM AT A GLANCE 19 /
FINANCIAL PERFORMANCE
Saipem's financial performance has shown a steady improvement over the last three years thanks to the growth of the backlog and the progressive decrease in incidence of problematic projects.
The growth revenue translated into growth in both EBITDA and profitability of the Grou p, furthermore, which also experienced an enhancement in its EBITDA conver sion rate to Operating Cash Flow.
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SAIPEM S pA SHARE PERFORMANCE
Saipem share performance in the first half of 2026 was ov erall positive, with a gr adual appreciation over the period. The share recorded its six-month low of €2.50 in the first tradi ng session of the year and its six-month high of €4.82 on June 15. A first phase of growth was observed in the first two m onths of the year, with t he price moving to around €3.50 at the end of February. This trend was benefited mainly by the announcement, in the final days of 2025, of some significant offshore contracts with a total value of more than 4 billion dollars. The new contracts were appreciated by the market as a posit ive indication of the resilience of the relevant market, despite concerns linked to a possible oil oversupply which contributed to le ad the oil price below 70 dollars per barrel. In the same period, financial analysts revised upward t he target prices for the Saipem share.
Further support to the share performance came from the publication of positive 2025 results, the announcement of a 2026 guidance substantially in line with market cons ensus, and the confirmation of the proposal to pay, also for 2026, a dividend in line with the 2025 one. The payment was completed on May 20, 2026, with the distribution to shareholders of a dividend of approxim ately €330 million equal to €0.17 per share.
Since early March, the share has ex perienced a period of increased volatilit y, in a context characterised by the intensification of the geopo litical tensions between t he United States, Israel and Iran, which subsequently evolved into a military escalation in the Middle-Est region. During this phase , the share underwent a correction, reaching the price of €3.24 on March 6.
The resulting interruption of transit through the Strait of Hormuz had a significant impact on the global oil and gas supply, leading to a rapid change in the market scenari o, which shifted from fears of oversupply to a possible deficit scenario. This dynamic was re flected in the Brent pri ce, which went from approximately 60 dollars per barrel to a peak of 118 dollars, with an average price close to 90 dollars per barrel over the first half of the year.
The new environment has strengthened investment prospects in the Oil&Gas sector, highlighting the need to develop new infrastructure and further diversify sour ces of energy supply. These dynamics supported growth expectations for the sector both in the short-and in t he medium-long term, with a positive impact on the share price. A second phase of appreciation occurred following the pres entation of the first quarter 2026 results, which took place on April 22. At that time, the c onfirmation of the annual guidance – despite the tensions in the Middle East – and an expanding commercial pipeline helped the share to reach its six-m onths high of €4.82.
In the second half of June, the signing of a memorandum of understandin g between the United States and Iran aimed at ending the conflict and restoring the transit through the Strait of Ho rmuz led to a normalisation of the geopolitical and energy scenario. The Br ent price consequently returned to the 70-75 dollars per barrel range, with an impact on the sector’s prospects. In such context, the Saipem share underwent a partial retracement, despite the announcements of significant new awards, as well as the signing – on June 24 – of a binding purchase agreem ent for the sale of the shallow-
water offshore drilling business. The tran saction is expected to close by the third quarter of 2026 subject to the satisfaction of the customary condi tion precedent, including obtai ning the applicable regulatory approvals.
The Saipem share closed the month of June at €4.41.
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SAIPEM AT A GLANCE 21 /
Details of performance during the r eporting period are presented below.
Listing on the Milan Stock Exchange
(€) 2023 2024 2025 First half 2026
Ordinary shares:
- maximum 1.62 2.64 2.75 4.82
- minimum 1.14 1.26 1.62 2.50
- average 1.40 2.06 2.29 3.76
- end of the period 1.47 2.51 2.43 4.41
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credit rating
As of the date of this document, Saipem’s long term issuer rating is BB+ with Cr edit Watch, with positive implications according to Standard & Poor’s Global (S &P Global) and Ba1 with positive outlook according to Moody’s. On July 31, 2025, S&P Global placed Saipem ’s credit rating under Credit Watch with positive implications. This choice was motivated by the rating agency as a conseq uence of the announced signature of the binding merger agreement between Saipem and Subsea7, which will lead to the creation of a more dive rsified, more profitable group with a greater ability to generate cash flow. The ra ting agency reserves the right to resolve the Credit Watch once the merger has been completed and the new company’s equity situatio n and capital allocation policies have been examined. On March 25, 2025, Moody’s revised the company’s rating upwards from Ba2 to Ba1, at the same time confirming its positive outlook. The rating upgra de was determined by the improvement in Saipem’s operating performance and the favourable market context, while the positive outlook was confir med following the planned merger with Subsea7.
RATING AGENCY LONG TERM OUTLOOK LAST REVIEW DATE
Standard & Poor’s BB+ Positive Credit Watch July 31, 2025 Moody’s Ba1 Positive March 25, 2025
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ESG INDICES AND RATINGS
Over the years, Saipem has achieved positive assessments of the main ESG rati ngs and indices within its sector.
This reflects the Company’s continuous focus on sustainab ility issues, supported by t he Sustainability Plan and related ESG targets, as well as transparent and reliable sustainability reporting.
Main ESG ratings at June 30, 2026
Saipem's ESG ratings issued by the leading analysts Sust ainalytics, ISS ESG Corporate, S&P Global and CDP, are presented below.
MAIN ESG RATING AGENCIES SCALE RATING AVERAGE SECTOR RATING
Sustainalytics (*) 100> 0 20.8 27.4 ISS ESG Corporate D- > A+ B- n/a S&P Global 0> 100 81 32
CDP D-> A B C
(*) The Sustainalytics ESG rating is based on risk exposure; therefore, a lower score indicates better performance.
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02.
Interim directors' report
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content
Highlights first half 2026 ______________________________________________________________________________________________________________________________ 26 Main events of the first half __________________________________________________________________________________________________________________________ 28 Governance ______________________________________________________________________________________________________________________________ _____________________ 29 Operating review ______________________________________________________________________________________________________________________________ _____________ 33 Organisational structure 33 Market conditions 33 New contracts and backlog 34 Capital expenditure 36 Asset Based Services and Offshore Wind --------------------------------------------------------------------------------------------------------------------------------------------------------------- 37 Asset Based Services 38 Offshore Wind 42 Energy Carriers and Sustainable Infrastructures ________________________________________________________________________________________ 45 Energy Carriers 45 Sustainable Infrastructures 50 Offshore Drilling ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 53 Financial and economic results ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 56 Operating results 56 Balance sheet and financial position 60 Reclassified statement of cash flows 63 Key profit and financial indicators 65 Our sustainable business -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 67 Net Zero Programme 69 Health, safety, environment and quality 71 Human resources 78 Research and development 90 Digital and ICT Services ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 98 Risk management -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 101 Additional information -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 121 Reconciliation of reclassified balance sheets used in the Directors' report with the IAS/IFRS financial statements __________________________________________________________________________________________________________ 125 Glossary ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 128
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highlights first half 2026
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main events of THE FIRST HALF
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GOVERNANCE 29 /
GOVERNANCE
Saipem SpA adopts a traditional administra tion and control model which consists of:
≥the Board of Directors , a central body in the corporate governance system, which is entrusted with the management of the Company and whi ch plays a fundamental guiding role, also for the achievement of sustainable development objectives, as well as a cen tral role in internal control and risk management;
≥the Board of Auditors , dealing with supervision and control;
≥the Shareholders' Meeting , as the corporate entity that conveys the will of the company through resolutions adopted in accordance with the law and t he Articles of Association. It is up to the Shareholders' Meeting to appoint the Board of Directors and its Chairman for a period of maximum three financial years.
Taking into account the recommendations and principles of the Corporate Governance Code the Board of Directors appointed the member s of Remuneration and Nomination Commi ttee, the Control and Risk Committee, the Related Parties Committee and The Sustainabilit y, Scenarios and Governance Committe. The Board of Directors and each Committee have their own rules governing, specifically , their set-up, tasks, and operation.
Saipem's governance system is based on in ternational best practices on the subject and, in particular, on the principles included in the Corpor ate Governance Code – adhered to by the Company on December 17, 2020 – as well as the applicable provisions included in the regu latory framework issued by the National Commission for Companies and the Stock Exchange (Consob). The "Corporate Governance and Shar eholding Structure Report 2025" (hereinafter the “Report”) provides a general and complete framework of the corporate governance system adopted by Saipem SpA. The Report, drafted pursuant to Article 123- bis of the Italian Consolidated Law on Fi nance (TUF) is a stand-alone document approved by the Board of Directors on March 10, 2026, and published on the Company's website www.saipem.com under the "Gover nance | Documents" section.
The Report was drafted in accordance with the criteria c ontained in the "Format for Corporate Governance and Shareholding Structure Report - X Edition (December 2025)" of Borsa Italiana SpA. It ensures to provide, in accordance with the peculiarities of the business and corporate purposes, correct, exhaustive and effective information, as required by the market.; The Report illustrates the Company's profile and the princi ples it is based on, in formation on its shareholding structure and its adherence to the principles mentioned in the Corporate Governance Code. It also includes the main governance practices, as well as a summary of the main considerations that emerged from the analysis and discussion of the annual letter by the Chairman of the Italian Corporate Gove rnance Committee sent to all Italian listed companies on December 18, 2024, containing the "2025 Report on the evolution of corporate governance of listed companies - 13 th report on the application of the Corporate Governance Code" and recommendations for 2026. The Report includes a detailed description of how the ad ministration and control bodi es and their committees are structured and function, also in the light of the diversity polici es adopted by Saipem and equal access to the administration and control bodies of lis ted companies. It also includes an expl anation of the roles, responsibilities and competencies assigned to the Comp any's administration and control bodi es. The Report also illustrates the main characteristics of the inter nal control and risk management system.
It also acknowledges the adoption by Saipem SpA of : (i) the Management System Guideline on "Transactions with Related Parties and Persons of Interest", which es tablishes the principles and rules to which Saipem SpA and its subsidiaries must adhere in order to ensure the transparency and substantive and procedural fairness of transactions with related parties and persons of inte rest, directors and statutor y auditors and senior managers with strategic responsibilities (SMSR) of Saipem, carried out by Saipem or its subsidiaries; (ii) the Management System Guideline "Market Abuse", wh ich establishes the principles and rules to which Saipem SpA and its subsidiaries must adhere in the management within t he Saipem Group and in the external communication of corporate documents and information concerni ng Saipem. This is particularly rele vant for material information
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and inside information, the drawing, keeping and u pdating of Registers of persons who have access to the aforementioned information, as we ll as the identification of relevant persons and the procedures for communicating transactions carried out, also through third parties, on shar es issued by Saipem or on other financial instruments connected to these shares; (iii) the policy for managing the dialogue with shareholders and other stakeholders, in line with Rec ommendation No. 3 of the Corporate Governance Code, taking into account the engagement policies adopted by institut ional investors and asset managers.
The above documents are available on Saipem's webs ite in the section “Governance | Documents”.
The criteria applied for determining the remuner ation of Directors are illustrated in the “Report on Remuneration Policy and Compensation Paid 2026”, drafted in accordance with Article 123- ter of Italian Legislative Decree No. 58/1998 and Article 84-quater of the Consob Issuers Regulation published in the “Governance | Documents” section of Saipem’s website.
SAIPEM HEAD OFFICE,
Spark 1
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GOVERNANCE 31 /
Saipem SpA corporate bodies _______________________________________________________________________________________________
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OPERATING REVIEW 33 /
OPERATING REVIEW
Organisational structure _______________________________________________________________________________________________________________ The Group is organisationally configured into separa te business areas consistently with the Group's Organisation Model, and includes:
•the organisational and geogr aphical centralisation of staff structures , aimed at achieving high levels of
efficiency;
•the integration of project control and project risk management processes wi thin the Chief Financial Officer operating area, raising the level of sensitivity in ri sk analysis and management ov er the entire life cycle of projects.
As of January 1, 2026, the Sonsub Robotics activitie s and the related organisational structure, previously assigned to the Asset Based Services Business Line, were reallocated to the Drilling Business Line, which was subsequently renamed Drilling and Sonsub. As a result , the organisational str ucture as of June 30, 2026 comprises the following Business Lines: Asset Based Serv ices, Energy Carriers, Sustainable Infrastructures, Offshore Wind, and Drilling and Sonsub. The business lines, each with different dynamics, goals , and skills aimed at the technical and financial development of the offers and the ma nagement of projects in the execut ion phase, as well as being centers of excellence in technology and engineering, globally recognised by our customers, were structured as follows to manage the Group’s portfolio:
≥Asset Based Services – which manages the Offs hore Engineering & Cons truction business – sea trunklines, transportation & installation, subs ea development – as well as the vessels and yards serving the Group’s
businesses;
≥Energy Carriers – evolution of Saipem’s syst ems with a strong t echnological content, great attention to new energy carriers and circularity; it brings together t he Engineering & Constr uction business of “one-of-a-kind” onshore and offshore projects, enhancing the extent, depth, and quality of our technical and management skill portfolio; answering the new needs of the energy sect or, it integrates the technical-operational skills dedicated to the development, engineering, and execution of modular, repeatable and scalable systems, as well as the monitoring and maintenance se rvices based on digital technologies;
≥Sustainable Infrastructures – to seize the opportunities of a sector that has become strategic in the energy transition ecosystem, which will hopefully by accelerated by the Italian Recovery Fund;
≥Offshore Wind – to consolidate Saipem’s role in the offshore wind sector thr ough the unified management and development of the business, with regard to the new opportunities to be pursued in the reference markets;
≥Drilling and Sonsub – manages the Group’s fleet, wh ich currently comprises drilli ng assets featuring a wide range of technological capabilities, enabling operations across all water depths, from ultra deepwater to shallow water environments. The segment also oversees the Sonsub business, wh ich provides products and services related to remotely operated vehicles (ROVs), drones and robotic equipment.
Market conditions ______________________________________________________________________________________________________________________________ __ The current context is marked by a prolonged positive cycle in Saipem’s reference markets, particularly the Oil&Gas market, driven by the growing need to access secure and economically sustainable energy sources. In 2026, according to preliminary IMF estima tes, the world economy is expected to grow by 3.1% compared to 2025, in line with the previous ye ar, despite rising uncertainties. This trend reflects a scenario shaped by developments in the Middle East conf lict between the United States and Ir an, which have contributed to greater geopolitical fragmentation and disrupted global crude oil and liquefied natural gas flows through the Strait of Hormuz.
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Medium-term forecasts agree on the change in economic growth figures to around 3% per annum, in the light of some ongoing geopolitical instabilities (particularly, the Russi a-Ukraine conflict, tensions in the Middle East and frictions between the United States and other countries), as well as economic ones.
During the first half of 2026, the energy sector was significantly impacted by the uncertainty of the geopolitical context. In particular, within traditio nal energy sources such as oil and gas, supply tensions linked to restricted flows through the Strait of Hormuz c ontributed to significant price volatilit y. As a result, Brent crude benchmark prices averaged around 90 dollars a barrel during the half -year, exceeding earlier 2026 pr ojections prior to the outbreak of the US-Iran conflict. Th is situation, largely shaped by geopo litical uncertainty, did not, however, prompt major oil companies to incre ase their investment in the global Oil&Gas market, with spending levels remaining in line with previous years. In today’s scenario, the major oil companies have continued to adopt strategies aiming to maintain their financial solidity, at times through mergers and acquisitions and in line with the positive results obtained in traditional business activities. In this context, there has been a renewed focus on core Oil&Gas segment activities, driven by the growing emphasis on energy supply security. At the same time , there has been a slowdown in the reallocation of portfolios towards energy transition investments. In the field of renewable energy sources, particularly offshore wind power, there is a growing selectivity in the development of new projects, with a gradual shift towards initiatives ch aracterised by greater economic and financial stability. This, together with the limitations in the supply chain , has worsened the short-term prospects.
Although some complexities remain, including the integrati on of renewables into t he electricity transmission system, the lack of sector standardi sation and the developments in the polic ies supporting the sector, the overall prospects for this market remain positive in the m edium and long term, driven by growing demand for clean energy.
New contracts and backlog ________________________________________________________________________________________________________ The backlog represents the value of t he multi-year contracts awarded to the Group and is revised based on contractual modifications and agreements made with clients. A project is included in the backlog upon receipt of the award notification from the client.
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New contracts awarded duri ng the first half of 2026 amounted to €5,737 million (€4,301 million in the first half of 2025). Of the total contracts awarded, 60% were attributable to the Energy Carriers business, 31% to the Asset Based Services business, and 9% to Offshore Drilling. New contracts to be carried out abroad made up 81% of the total; contracts awarded by Eni Group companies were 22% of the overall figure. New contracts awarded to Saipem SpA amounted to 17% of the total.
Saipem Group - New Contracts in the first half 2026
Year 2025 (€ million) First half 2026 First half 2025 Amount % Amount % Amount % 5,767 45 Saipem SpA 979 17 1,701 40 7,169 55 Group companies 4,758 83 2,600 60 12,936 100 Total 5,737 100 4,301 100 7,737 60 Asset Based Services 1,799 31 1,368 32 4,699 36 Energy Carriers 3,441 60 2,713 63 500 4 Offshore Drilling 497 9 220 5 12,936 100 Total 5,737 100 4,301 100 899 7 Italy 1,068 19 652 15 12,037 93 Outside Italy 4,669 81 3,649 85 12,936 100 Total 5,737 100 4,301 100 1,589 12 Eni Group 1,239 22 973 23 11,347 88 Third parties 4,498 78 3,328 77 12,936 100 Total 5,737 100 4,301 100 The backlog as of June 30, 2026 amounted to €29,861 m illion (€31,469 million as of December 31, 2025) broken down as follow: €18,663 million for Asset Based Services, €10,112 million for Energy Carriers, and €1,086 million for Offshore Drilling. The breakdown of the backlog by business is as follows: 62% in the Asset Based Services business, 34% in the Energy Carriers business, and 4% in Offshore Drilling. 94% of orders were on behalf of overseas clients, while orders from Eni Group companies represented 5% of the overall backlog. The parent company Saipem SpA accounted for 40% of the total backlog.
The backlog including non-consolidated companies was €29,960 million (€31,578 milli on as of December 31, 2025).
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Saipem Group - Backlog as of june 30, 2026
June 30, 2025 (€ million) June 30, 2026 Dec. 31, 2024 Amount % Amount % Amount % 13,284 43 Saipem SpA 11,902 40 13,908 44 17,836 57 Group companies 17,959 60 17,561 56 31,120 100 Total 29,861 100 31,469 100 19,755 64 Asset Based Services 18,663 62 21,163 67 10,316 33 Energy Carriers 10,112 34 9,345 30 1,049 3 Offshore Drilling 1,086 4 961 3 31,120 100 Total 29,861 100 31,469 100 1,321 4 Italy 1,784 6 1,160 4 29,799 96 Outside Italy 28,077 94 30,309 96 31,120 100 Total 29,861 100 31,469 100 1,238 4 Eni Group 1,588 5 1,099 3 29,882 96 Third parties 28,273 95 30,370 97 31,120 100 Total 29,861 100 31,469 100
Capital expenditure ____________________________________________________________________________________________________________________________ Capital expenditure made in the first half 2026 amounted to €133 million (€187 million in the first half 2025) and mainly included the following business lines:
≥for Asset Based Services: €81 million related to extraordinary ma intenance and reinforcement of the FDS, Saipem Constellation and of the JSD6000 vessel, which is leased from third-party and extraordinary maintenance and upgrading of existing vessels;
≥for Energy Carriers: €3 million related to purchase and extraordinary maintenance of equipment;
≥for Offshore Drilling: €49 million related to maintenance and upgrading work on the vessels, in particular, on the drillships Saipem 10000 and Sant orini and jack-up Perro Negro 8.
In summary, capital expenditure in the first half 2026 are as follows:
Capital Expenditure
Year 2025 (€ million) First half 2026 First half 2025 27 Saipem SpA 5 8 337 Other group companies 128 179 364 Total 133 187 202 Asset Based Services 81 96 15 Energy Carriers 3 5 147 Offshore Drilling 49 86 364 Total 133 187 Details of capital expenditure for the individual bus iness lines are provided in the following paragraphs.
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ASSET BASED SERVICES
AND OFFSHORE WIND
Company information
Offshore Engineering & Co nstruction projects are managed by the Asset Based Services Business Line, while projects in the Offshore Wind segment are managed by the Off shore Wind Business Line.
The two business lines work in the same market, sharing assets, vessels and fabrication yards, and use the same resources to implement their projects.
Specifically, the Group manages the vessel fleet in a unified and integrated manner, taking into account the requirements, operati ng locations, intervention schedules and contractual ob ligations of the orders in execution referring (indistinctly) to both Asset Based Services and Offshore Wind. The projects managed by the two business lines are commented separately below.
General overview
The Asset Based Services Business Line operates in the O ffshore sector with a portfolio of skills, assets, and services that allows coverage of a wide range of project types, including development of subsea fields, pipe laying (including large di ameters), and installation and lifting of offshore structur es. The services offered by the Business Line cover the entire “life of fi eld” chain, from client care in the pre “Final Investm ent Decision” phase (FID) to the development of the investment. They include engi neering, implementat ion, installation, maintenance, and modification activities, and ul timately, the decommissioning phase.
The service mentioned above are offered wi th complementary features, thanks to (i) a fleet of vessels that can operate under complex operational and environmental conditions, (ii) to a network of fabrication yards and logistics bases in Angola, Brazil, Ind onesia, Guyana, Italy and Saudi Arabia, (iii) decades of engi neering and project management skills derived from experience in the sector. In particular, as of June 30, 2026, the fleet consists of 17 owned vessels and, consistently with the Company’s asset light strategy, some long-term leased vessels.
Among the main vessels of the fleet there are: the Saipem 7000, used fo r heavy lifting and dec ommissioning; the pipelay vessel Castorone, used for laying large-diameter pipes; the FDS and FDS 2, used for the development of subsea fields; the Saipem Constellati on, used for field development activities thanks to its lifting and pipe-laying capabilities for flexible pipelines; the Saipem Endeavour, used for pipe-laying and lifting.
As mentioned in the previous paragra ph, the fleet and management facilities of Asset Based Services also provide support to the Offshore Wind Business Line for r enewable energy activities. The Business Line, in order to optimise its production processes, pays special attention to technologi cal innovations, automation, subsea robotics and digitalisation.
Market conditions
The current context is marked by a prolonged positive cycle in Saipem’s reference markets, particularly the Oil&Gas market, in line with the growing need to access secure and economically sustainable energy sources.
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In the offshore field, in recent year s there has been a stabilisation of invest ments compared to the growth of recent years, both in deep water and shallow water projects, with initiatives in the development of Subsea and Conventional fields (offshore platform s and the related production and treat ment plants). Specifically, in the conventional market, despite the uncertainty caused by the geopolitical situation, the shallow-water segment in the Middle East remains resilient, with developments in Saudi Arabia aiming principally to maintain oil production in the country, and in Qatar and the United Arab Emirates , driven by the expansion of their natural gas production capacities. The subsea market, one of those that most suffered fo llowing the pandemic, has seen a solid resumption in development activities, with oil operat ors seeking to develop Floating Production Storage and Offloading (FPSO) systems (i) in West Africa and East Africa, with particular focus in countri es such as Angola, Ivory Coast, Nigeria, Namibia and Mozambique, (ii) in Brazil, Guyana and Suriname, and (iii) in Asia, particularly in Indonesia. The trunkline segment, which is already crucial for energy procurement for Europe, has grown further in the energy transition field, thanks to dev elopments in the transport of CO 2 to offshore storage sites.
In the field of renewable energy sources, particularly offshore wind power, there is a growing selectivity in the development of new projects, with a gradual shift towards initiatives ch aracterised by greater economic and financial stability. This, combined with the constraints encountered in the supply chai n, has contributed to a deterioration of the short-term outlook. Although some complexities rema in, including the integration of renewables into the electricity trans mission system, the lack of sector st andardisation and the developments in the policies supporting the sector, the overall prospects fo r this market remain positive in the medium and long term, driven by growi ng demand for clean energy.
Capital expenditure
Capex carried out during the first half of 2026 focused on the execution of works aimed at class renewal, implementing various improvements ai med at reducing the carbon footpr int, and addressing specific requirements arising from pr ojects in the backlog. Among the vessels involved in the activities described above are the FDS, Saipem Constellation , as well as the leased vessel JSD6000.
In line with operational needs, cap ex also continued to ensure the ope ration of equipment and yards.
Asset Based Services _______________________________________________________________________________________________________________________
New contracts
The most significant new contracts in the first half of 2026 were:
•for Azule Energy , a contract for transportation and installati on (T&I) services in support of the Greater PAJ project, located approximately 200 kilometres off the coast of Angola. The activi ties entail the engineering, fabrication, transportation and installation of approximately 180 kilometr es of rigid pipelines and subsea facilities, at a water depth reachi ng up to 2,000 metres. The contract al so includes the transportation and installation of 38 kilometres of flexible flowli nes and jumpers and 54 kilometres of umbilicals;
•for Saudi Aramco, a contract (Contract Release Purchase Order or CRPO) in Saudi Arabia under the existing Long-Term Agreement (LTA) currently in force with Aramco. Saipem will be responsible for the engineering, procurement, construction and installation (EPCI) of a trunkline, comp rising approximately 65 kilometres offshore and 12 kilometres onshore, as well as the rela ted subsea facilities in the Safaniya oil field;
•for Saudi Aramco , two contracts in the Kingdom of Saudi Arabia, at the Safaniya oil field, known as Contract Release Purchase Orders (CRPO), under its existing Long-Term Agreement. The firs t contract (CRPO 154) covers the Engineering, Pro curement, Construction and Installation (EPCI) of one water injection tie-in platform, two water injection well heads, approximately 5 kilometres of pipeline and approximately 15 kilometres of cables. The second contract (CRPO 155) incl udes the EPCI activities for four water injection wellheads, as well as associated subsea facilities;
•for ExxonMobil , a Limited Notice to Proceed (LNTP), for the engineering, procurem ent, construction and installation (EPCI) of the subsea str uctures, umbilicals, risers, and flow lines (SURF) system for the Longtail project, located in the Stabroek Block offshore Guyan a, at a water depth of approximately 1,750 metres.
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Work performed
Below are the main projects that were underway or were completed during the first half of 2026.
America
-In Guyana , for ExxonMobil :
•activities continued on the Uaru project, involving the design, fa brication and installation of subsea structures, risers, flowlines and umbilicals for a s ubsea production plant. The Sa ipem Constellation vessels will be used, whilst the work of the vessels Castorone and FDS 2 has been completed;
•activities continued on the Whiptail project, the scope of which incl udes the engineering, procurement, construction and installation (EPCI) of a subsea product ion plant. The vessels Castorone, FDS 2 and Saipem Constellation will be used;
•engineering, procurem ent and construction work has continued as part of the Hammerhead project. The vessel FDS 2 and the leased vessel Shen Da will be used in 2028;
•engineering and procurement work has begun as part of the Longtail project, which also involves the construction and installation of the subsea system comp rising structures, umbilical s, risers and flowlines (SURF).
-In Suriname , for TotalEnergies , activities continued on the Block 58 project, the scope of which includes the engineering, procurement, s upply, construction, inst allation, pre-commission ing and commissioning assistance as well as the start-up of the Subsea Umbilicals, Risers and Flow lines (SURF) package. The vessels FDS 2, Castorone and Constellation will be used.
-In Brazil:
-for Petrobras, work was completed on the execution of the Buzios 7 project, which in volved the engineering, procurement, construction, and installation of the Steel Lazy Wave Ri sers (SLWRs) and the corresponding interconnecting flowlines between the subsea wells and t he FPSO unit, as well as the associated service lines and control umbilicals;
-for TotalEnergies, work was completed on the Lapa Southwest project; the project involved the engineering, procurement, construction and installation of subsea umbilicals, risers and flowlines, as well as subsea
production systems;
-for Equinor , activities continued on the Raia project, the scope of which includes the engineering, procurement, transport and offshore installation of a subsea pipeline to carry gas and the associated structures, in deep waters, and the horizontal drilling acti vities for the coastal landfall; installation work was completed in the first half of 2026 using the vessel Castorone.
North Sea
-In Great Britain :
-for EnQuest :
•works continued on the Thistle project relating to the decommissioni ng of the Thistle A platform, located approximately 510 kilometres north-east of Aberdeen at a depth of 162 metres; the work includes the engineering, preparation, removal and disposal of the jacket and topsides, with po ssible extension to further subsea structures, and will be carried out by Saipem 7000;
•works continued on the Heather project relating to the decommissioni ng of the existing infrastructure at the Heather oil field, located approximately 460 kilometres north-eas t of Aberdeen; the work involves the engineering, preparation, removal and disposal of t he upper jacket of the Heather platform using the Saipem
7000;
-for Northern Endurance Partnership (NEP) and Net Zero Teesside Power (NZT) activities continued on two projects for the development of offshore structures for CO 2 transport and storage on the East Coast Cluster.
The scope of works includes the engineer ing, procurement, construction and installation of a 143 kilometres offshore pipeline, with related landfalls and onshore control and inspection facilities for the Northern Endurance Partnership (NEP) project, and the engineeri ng, procurement, constructi on and installation of the water evacuation line for the Net Zero Teesside (NZT) project.
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Mediterranean and Black Sea -In Egypt , for Petrobel , work continued on the Zohr project for the transportation and installation of high and low voltage umbilicals and various subsea structures.
-In Italy , for Eni , the work continued under the Cassiopea project for the transportation and installation of a rigid pipeline, umbilicals and flexible lines, a nd the construction of a shore approach.
-In Turkey , for Turkish Petroleum and under the existing Framework Agreement, the engineering and procurement works continued for the two Sakarya 3 contracts, involving t he engineering, procurement, construction and installation (EPCI) of rigid flowlines and a Gas Export Pipeline (GEP). The offshore campaign will be carried out by the pipelay vessel Castorone from the first half of 2027.
-In Romania , for OMV-Petrom , works continued on the Neptun project, involving t he engineering, procurement, construction and installation (EPCI) of a gas treatment platform at a de pth of approximat ely 100 metres, the development of two subsea fields (at a depth of between 100 and 1,000 meters), a gas pipeline of around 160 kilometres and an associated fibre optic cable from t he platform to the coast. Fabrication work on the gas treatment platform has been completed at Saipem’s yard s in Italy (Arbatax) and In donesia (Karimun). Offshore installation work began in the first half of 2026 usi ng the Saipem 7000, Castoro 10 and Castorone vessels, as well as the leased vessels Normand Maximus and JSD6000.
Africa
-In Angola :
-for Azule Energy (Eni & BP joint venture):
•work continued on the Quiluma and Maboqueiro WP5A project for the EPC-based construction of a jacket and deck and the execution of the re lated hook-up and commissioning;
•work continued on the Ndungu project, the scope of which includes the engineering, fabr ication, transport and installation of around 60 kilome tres of rigid pipelines and subsea s tructures at a depth of 1,100 metres and the transport and installation of pipelines, flexible connectors and 17 kilometres of umbilicals; offshore installation works continued with the use of the vessel FDS and the leased vessel Shen Da;
•engineering works began on the Greater Paj project, which also includes the fabrication, transport and installation of rigid pipelines and sub sea structures. The contract also includes the transport and installation of flexible flowlines, jumpers, and umbilical cable s. The vessels FDS and Castorone will be used for the offshore installation campaign;
-for TotalEnergies , activities began on the Kaminho project, the scope of whic h includes the engineering, procurement, supply, construction, installation, pre-commissioning and commissioning assistance and the start-up phase of a SURF (Subsea Umbilicals, Risers, Flowlines) package, including around 30 kilometres of pipelines and risers and umbilicals.
-In Libya , for Mellitah Oil & Gas , works continued on the Bouri Gas Utilisation project, which includes the engineering, procurement, f abrication, installati on and commissioning of a gas recovery module of approximately 5,000 tonnes on the existing DP4 offshore structure, and the l aying of 28 kilometres of pipeline connecting the DP3, DP4 and Sabratha pl atforms. In the first half of 2026, the vessels Castoro 10 and Saipem 7000 were used to install the compressi on module and lay the two pipelines.
-In Nigeria , for Shell Nigeria Exploration and Production Co (SNEPCo), the engi neering and procurement works continued on the Bonga North project, for which the scope of works includes the engineering, procurement, construction and insta llation (EPCI) of risers and flow lines, subsea umbilicals and associated subsea structures.
Middle East
-In Saudi Arabia , for Saudi Aramco , works continued on the Long-Term Agreement . With reference to projects in the portfolio awarded in previous years, engineering, procur ement and fabrication act ivities continued, and for some projects activities began on the offshore installation, using the l eased vessel Dehe and the vessels Saipem Endeavour, Saipem 3000 and Bautino 1.
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-In Qatar :
-for QatarEnergy:
•works continued on the North Field Production S ustainability (NFPS) EPCOL project, which involves the engineering, procurement, cons truction and installation of both s ubsea and onshore pipelines, jackets and wellhead platforms and risers, as well as the related s upport activities; the fabric ation activities at the Karimun yard in Indonesia and the offshore installation activities using the leased vessel Dehe were completed in 2025;
•works continued for the North Field Production Sustai nability (NFPS) EPC 2 project , which involves the engineering, procurement, fabri cation and installation of two offshore natural gas compressor stations to support the production in the North Field, including two of the largest compr ession platforms on steel jackets ever built, interconnecting bridges , accommodation modules, and interface modules. The fabrication activities will be carried out at the Saipem yard in Karimun, Indonesia, and at the third-party Bomesc (Tianjin) and COOEC (Quingdao) yards in China;
•works continued on the North Field Production Sustainab ility (NFPS) COMP3A & COMP3B project, which includes the procurement, fabricati on and installation of six platforms, as well as the installation of rigid subsea pipelines in anti-corrosion alloy, composite underwater cable and fibre optic cables, as well as other subsea structures. The fabrication activities will take place at the Saipem fabri cation yard in Karimun,
Indonesia;
•engineering and procurement act ivities continued on the Sleepers project, which also includes the construction and installation (E PCI) for the repair of damaged subsea pipelines in Qatar;
•engineering and procurement wo rk began as part of the North Field Production Sustainability (NFPS) Offshore Compression Complexes (COMP5) project, which involves the design, procurem ent, fabrication and installation of two compressi on complexes, each including a comp ression platform, a living quarter platform, a flare platform supporti ng the gas combustion system, and the related interconnecting bridges (EPCI). Each complex will have a total we ight of approximately 68,000 tonnes;
-for Larsen & Toubru , engineering activities continued on the Ruya Batch 1 project, which involves the engineering, transport and installation of a jacket, topside deck and a bri dge. The installation activities are planned for the second half of 2026 using the leased vessel Dehe.
-In the United Arab Emirates , for ADNOC , works continued on the Hail and Ghasha project, the scope of which includes the engineering, procurement and construction (EPC) of various offshore structures and 300 kilometres of subsea pipeline for connecting the drilling centres to the offshore treatment plant for carrying the oil to the mainland. The project also includes the engineeri ng, procurement and installation of 80 kilometers of power cables and 70 kilometres of umbilicals to carry electricity to offshore ri gs. Offshore installation activities continued using the vessel Saipem Endeavour.
Caspian Sea
-In Azerbaijan , for BP :
•as part of the framework agreement , activities continued for the engi neering, procurement, construction and installation of subsea infrastructures and life of field services in the Shah Deniz and Azeri Chirag Gunashli fields using the client’s ow n Subsea Construction Vessel Khankendi;
•engineering works began on the Shah Deniz Compression project, involving the transport and installation (T&I) of a new compression platfo rm, as well as the engineering, pr ocurement, construction and installation (EPCI) of offshore pipelines connecting the new compression platform to t he existing plants and all the main permanent subsea works. The client’s own vessel Khank endi and the pipe-laying barge Israfil Huseynov will be managed and operated by Saipem for the project execution.
Australia
-for Chevron, works continued on the Jansz-lo project, which includes the transport and installation of a subsea compressor station, manifold, field co ntrol station, as well as umbilicals and other facilities. The offshore activities continued in 2025 using the leased vessel JSD6000; the vessel Saip em Constellation was used in the first half of 2026.
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Indonesia
-for British Petroleum Berau works continued on the Tangguh UCC project, incl uding engineering, procurement, construction and installa tion of two wellhea d platforms, a CO 2 re-injection platform and around 90 kilometres of associated pipelines.
Offshore Wind ______________________________________________________________________________________________________________________________ ___________
Work performed
Below are the main projects that were underway during the first half of 2026.
In United Kingdom , for Neart na Gaoithe , as part of the NnG Offshore Windfarm project, activities related to the close out of Punch List items and re lated to warranty are in progress.
In France , for Eoliennes Offshore du Calvados (EDF Renewables, Maple Power and Skyborne), Courseulles project, all required monopiles with relevant transition structures required to support the 64 wind turbine generators (WTG), are available for offshore insta llation. Thirty-two (32) locations have been drilled and seventeen (17) monopiles and trans ition pieces have been completed.
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Main leased vessels as of June 30, 2026 ______________________________________________________________________
Dehe Dynamically positioned vessel for pipe laying and heavy lifts up to 5,000 tonnes, capable of performing installations in deep waters up to 3,000 metres and laying pi pelines with a tension capacity of up to 600 tonnes in S-Lay configuration.
Normand Maximus Dynamically positioned vessel for the installation of umbilicals and flexible pipelines in water depths of up to 3,000 metres, equipped with a crane with a lifting capacity of up to 900 tonnes and a vertical lay tower with a tension capacity of 550 tonnes, also capable of inst alling rigid pipelines.
JSD6000 Dynamically positioned vessel for S-Lay and J-Lay pipe line installation and heavy lifts up to 5,200 tonnes of static load. The J-Lay system has a maximum laying tension capacity of 1,500 tonnes and can safely sustain the pipeline up to 2, 000 tonnes. The S-Lay system has a m aximum launch capacity of 700 tonnes and a maximum hold back capacity of 900 tonnes. The JSD6000 is also equipped with a fully revolving heavy lift crane with a lifting capacity of 5,200 tonnes on the main hook.
GMS Endurance Self-propelled and dynamically positioned jack up vessel with accommodation capacity for up to 210 people. It is equipped with a 300 tonnes cr ane and a 15 tonnes auxiliary crane, features an onboard storage area of approximately 1,000 square metres, and is capable of operating in water depths of up to 65 metres.
Normand Samson Dynamic positioning construction support vessel, equipped with 1,450 square metres of deck storage area, accommodation capacity for 100 people, a 250 tonnes main crane with active heave compensation system, a 20 tonnes auxiliary crane, a 350 tonnes A Frame, and a bollard pull of 423 tonnes. The vessel is fitted with a moonpool and two Remote Operated Vehicles (ROVs). It is used for subsea pipeline trenching activities empl oying the PL3 and BPL3 subsea ploughs.
Bold Tern Self-propelled jack-up vessel for the lifting and i nstallation of offshore wind turbines, equipped with a 1,600 tonnes crane and an onboard storage area of approximately 4,000 square metres. It is capable of operating in water depths of up to 60 metres and has accommodation for 80 people.
Shen Da Offshore construction vessel for the installation of rigid and flexible pipelines, as well as complex structures such as risers and PLETs, in ultra deep waters. It is equipped with an 800 tonnes crane with active heave compensation and a DP3 dynamic posi tioning system. Its high storage capacity and versatility ensure efficiency in offshore development projects.
Normand Frontier Dynamically positioned vessel designed for multip le offshore operations, equipped with two onboard cranes, a 60 tonnes main crane and a 12 tonnes auxiliary crane, and accommodation for up to 182 people.
Mubarak Supporter Multipurpose dynamically positioned vessel equipped with two on board cranes, comprising a main crane with an 80-tonne lifting capacity and a secondary crane with a 12-tonne lifting capacity, and providing accommodation for up to 182 personnel.
QMS Gladiator Self-propelled jack up vessel with dynamic positioning, equipped with four tri angular lattice with k type bracing legs measuring 110 metres, an onboard storage area of approximately 1,950 square metres, a 400 tonnes main crane and a 50 tonnes auxiliary crane, and accommodation for up to 250 people.
Hea Al Muzn Next generation self-propelled jack up vessel designed to provide hi gh operational support and stability during complex activities, equipped with four cylindri cal legs measuring 85.5 metres, an onboard storage area of approximately 1,000 squar e metres, a 100 tonnes main crane and a 15 tonnes auxiliary crane, and accommodation for 150 people.
Mermaid Endurer DSV (Dive Support Vessel) designed for saturat ion diving and subsea support activities, equipped with an integrated saturation system and a 100 tonnes crane for lifting and construction operations, with accommodation capacity for 100 people plus 18 saturation divers.
Normand Sentinel DP3-class construction and offshore support vessel, featuring an overall length of 142.6 metres, a beam of 25 metres, a gross tonnage of 15,008 GT, and a deadweight capacity of 9,000 tonnes. It is equipped with a 1,800 square metres cargo deck, two subsea cranes with active heave compensation, a moonpool, and accommodation fac ilities for up to 130 persons. The vessel is employed in subsea operations and off shore construction activities.
Normand Navigator DP3-class offshore support and construction vessel, with an overall length of 142.6 metres, a beam of 25 metres, a gross tonnage of 15,008 GT , and a deadweight of 9,200 tonnes. It is equipped with a 1,800 square metres cargo deck, o ffshore cranes with active heave compensation (250 tonnes and 50 tonnes), a handling system for two ROVs, a moonpool, and accommodation for up to 130 persons. The vessel is employed in subsea operations, IMR activities, and deepwater offshore construction.
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Offshore fleet as of June 30, 2026 ______________________________________________________________________________________
Saipem 7000 Self-propelled, semi-submersi ble, dynamically positioned cr ane and pipelay vessel capable of lifting structures of up to 14,000 tonnes and J-layi ng pipelines at depths of up to 3,000 metres.
Saipem Constellation Dynamically positioned vessel for the reel-lay of rigid and flexible pipelines in ultra deep-water depths. It is equipped with a 3,000 tonnes crane and a laying tower (800 tonnes capacity) equipped with two tensioners each with a 400 tonnes capacity.
Saipem FDS Dynamically positioned vessel utilised for the dev elopment of deep-water fields at depths of over 2,000 metres. Capable of launchi ng pipes of up to 22” in diameter in J-lay configuration, able to lay quadruple joint pipes (52-metre strings) with a holding capacity of up to 750 tonnes and a crane with lifting capacity of up to 600 tonnes.
Saipem FDS 2 Dynamically positioned vessel used for the development of deep-water fields; it has a J lay tower with a holding capacity of up to 2,000 tonnes; capable of launching pipes with a maximum diameter of 36”; able to lay quadruple joint pipes (52-metr e strings) at depths of up to 3,000 metres. Also capable of operating in S-lay mode with a crane with a lifting capacity of up to 1,000 tonnes.
Castorone Dynamically positioned pipelay vessel operating in S-lay mode with an S-lay stern stinger of over 120 metres consisting of three sections for shallow and deep-water operations, a tensioning capacity of up to 750 tonnes, pipelay capability of up to 60 inches, on-board manufacturing facilities for double and triple joints and pipe storage capacity in cargo holds.
Saipem 3000 Monohull, self-propelled, dynamically positioned lifti ng vessel, with drilling tower, capable of laying flexible pipes and umbilicals in waters up to 3,000 metres deep and lifting heavy loads of up to 2,200 tonnes.
Saipem Endeavour Barge for lifting heavy loads and laying pipes (in S- lay mode), suitable for launching single- or double-joint pipes of up to 60” in diameter f or shallow and deep-water operations, with a tensioning capacity of up to 260 tonnes, equipped with a floating launch ramp composed of three sections for deep-water operations, a mini ramp with adjustable structure for shallow-water operations, and a rotating crane with a 1,100 tonne capacity.
Castoro 10 Trench/pipelay barge capable of burying pipes of up to 60” diameter in shallow waters.
Castoro 12 Barge capable of laying pipes of up to 40” diameter in ultra-shallow waters of a minimum depth of 1.4 metres.
Bautino 1 Shallow water post trenching and backfilling barge.
Castoro XI Heavy-duty cargo barge.
Castoro 14 Cargo barge.
S43 Cargo barge.
S44 Launch cargo barge, for structures of up to 30,000 tonnes.
S45 Launch cargo barge, for structures of up to 20,000 tonnes.
S46 Cargo barge.
S47 Cargo barge.
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ENERGY CARRIERS and SUSTAINABLE INFRASTRUCTURES
Company information
Onshore Engineering & Construction projects fall under the Energy Carriers business li ne, while the Sustainable Infrastructures business line manages t he Sustainable Infrastructures seg ment. Comments on the projects managed by the two Business Lines are shown separately below.
General overview
The Saipem Group’s Onshore Engineering & Construction is focused on t he execution of large-scale projects with a high degree of complexity in terms of engineering, technol ogy, and operations, with a strong bias towards challenging projects in difficult env ironments and remote areas.
Saipem enjoys a worldwide leading position, provid ing a complete range of integrated basic and detailed engineering, procurement, project management and construction services, principally to the Oil&Gas, complex civil and marine infrastructure and environmental markets.
In the Sustainable Infrastructure segm ent, the Saipem Group is mainly acti ve in the design and construction of complex infrastructure projects, especi ally in the transport sector, such as railway lines and in particular High Speed/High-Capacity lines. These are complex works in terms of engineering and construct ion requiring an increasing implementation of innovative digital and technological solutions capable of guaranteeing resilience and energy efficiency, and which meet the requirements of the European taxonomy (DNSH principle “Do No Significant Harm”), the cl assification system for environmentally sustainable economic act ivities, capable of meeting the Sustainable Devel opment Goals (SDGs) included in the United Nations 2030 Agenda.
Energy Carriers ______________________________________________________________________________________________________________________________ ___________
Market conditions
In the first half of 2026, the overa ll positive outlook for the Oil&Gas market and the EPC (Engineering, Procurement & Construction) sector continued, in line with the pr evious year, despite macroeconomic and geopolitical volatility. Growth was primarily driven by dem and for natural gas and LNG (Liquefied Natural Gas) and the need to ensure energy security and cost competitiveness. The development of projec ts based on floating solutions has further conso lidated, while investments in energy transition segments continue with greater selectivity. Additionally, t he adoption of modularisation solutions for project execution continues to spread. Geographically, the most active markets continue to be APAC, particularly Indonesia, the Middle East, and the Americas, with a focus on gas and LNG, while Europe remains significant in the low carbon segments. The main market opportunities were:
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•the continuation of major nat ural gas/LNG developments;
•the growth of floating projects;
•the advancement of pre-FID initiatives for CCUS and low carbon solutions in Europe;
•the conversion of refineries into bio-refineries;
•the development of natural gas monetisati on projects in Africa and the Middle East.
Capital expenditure
Capital expenditure in the first half of 2026 in the Energy Carriers business line mainly related to the acquisition and maintenance of equipment.
New contracts
The most important new contracts for 2025 were:
•for TotalEnergies , the notification of the extens ion of the Operation & Maintena nce services contract linked to the Kaombo project, offshore Angola. The extension will include operation and maintenance activities on the two converted FPSO units (FPSO North and FPSO South), as well as on the related facilities;
•for Saudi Aramco , a contract for the Uthmaniyah Gas Compression Plant project in the Kingdom of Saudi Arabia. The project involves engineer ing, procurement and construct ion (EPC) activities for a new compression plant serving the non- associated gas fiel d of Uthmaniyah;
•for Eni , the contract for the realisation of the new Priolo biorefinery in Sic ily, in Italy. The contract covers detailed engineering, pro curement of materials and c onstruction of the main unit s of the new biorefinery.
Work performed
Below are the main projects that were underway or were completed during the first half of 2026.
In Saudi Arabia ,
- for Saudi Aramco :
•for the Marjan project, an EPC contract for the impl ementation of “Package 10” of the development programme for the field of the same name, including gas treatment, sulphu r recovery and tail gas treatment plants, the completion of the remaining facility is underway, following the delivery to the client of the Early Start-Up Systems. Three out of four units (AGRU Train 2, SRU Train 2, and AGRU Trai n 3) are in the advanced stage of punch list closure for mechanica l completion, and for the fourth (SRU Train 3), the final construction and pre-commissioning activit ies are being completed;
•for the Berri project, an EPC contract to increase the cap acity of the field of t he same name through the construction of new facilities in Abu Ali and Khur saniyah, the related pre-commissioning and mechanical completion activities are in the advanced stages with the client, awaiting the defi nition of the shut-down windows for the final tie-ins;
•for the Jafurah project, which includes t he execution based on an EPC Lump Sum of approximately 800 kilometers of various types of pipe lines within the developm ent programme for the Jafurah gasfield located on the border between Saudi Arabia and Qatar, t he construction activities have been substantially completed and the gas-in has been carried out across all the plant units;
•for the Uthmaniyah project, which involves the execution of a new compression plant on an EPC Lump Sum basis to increase non-associated g as (NAG) production and extend the life of the field, the engineering and procurement activities have begun, as part of Saipem’s own portion scope of work (NSH is responsible for construction as its own portion).
In Israel , for Haifa Group , as part of the Ammonia Plant project, which includes t he construction of an ammonia plant on the Mishor Rotem site, the last construction activities are underway by the client, with QA/QC (Quality
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Assurance/Quality Control) supervi sion by Saipem. Commissioning activities managed by Saipem with the support of the client have also begun.
In the United Arab Emirates :
•for ADNOC Sour Gas , subsidiary of the Abu Dhabi National Oil Co (ADNOC) Group, for the Optimum Shah Gas Expansion (OSGE) & Gas Gathering project, the remaining constr uction phases are underway for the additional variations requested by the client, with a part of the mechanical completion and start-up activities completed;
•for ADNOC , the engineering and procurement activities h ave been substantially completed, while the material deliveries and fabrication and construction activities are continuing at the si tes, for the contract relating to the “Offshore Facilities” package of the Hail and Ghasha Development Project , in joint venture with National Petroleum Construction Co (NPCC). The aim of the project is to develop resources in the Hail and Ghasha natural gas fields, located off the coast of Abu Dhabi, in the United Arab Emirates. The scope of works includes the engineeri ng, procurement, construction (EPC) and commissioning of four drilling centres and an upstream treatment plant to be built on artificial islands by the client.
In Australia , for Perdaman Chemicals and Fertilizers , the engineering and procurement activities were substantially completed, with almost all the modules already delivered and installed on site. The fabrication of the last modules continues in India along with the construction on the Karrat ha site for the construction of the urea production plant called Burrup Urea Project . The project is on an EPC basis for a plant that will have a production capacity of 6,200 t onnes/day of urea. The project stands out fo r the high levels of energy efficiency modularisation. In Nigeria :
•for Dangote Fertilizer , FEED activities are underway for four mo re urea ammonia trains to be implemented in the same fertiliser complex in the Lekki Free Trade Zone, Lagos State;
•for Nigeria LNG (NLNG) , as part of the EPC contract LNG Bonny Train 7 , in joint venture with Daewoo and Chiyoda Corp, the construction works continue and the commissioning of the firs t plant systems has been initiated. The project involves the construction of a double natural gas liquefaction plant, as well as all the necessary utilities and port facilities for export, for the expansion of the existing LNG plant at Finima on Bonny Island.
In Mozambique :
•for TotalEnergies E&P Mozambique Area 1 (which acquired the Anadarko in terests during 2019 for the Mozambique LNG project), in a joint venture with McDermo tt Italia Srl and Mirai Engineering Italy Srl, Saipem is implementing an LNG plant project for the construction of two na tural gas liquefaction trains, as well as all necessary infrastructure, storage tanks and port faciliti es for export. In late 2025, the project, on hold since 2021 on instruction from the cli ent TotalEnergies, receive d the notice of revocat ion of the state of force majeure and the lift of the suspension from the client. The joint venture continues to cooperate with the client to ensure the efficient re sumption and continuati on of the works;
•for Mozambique Rovuma Venture (joint venture between Exxon, Eni and CNODC), the engi neering works, in consortium with McDermott and CPECC, have been completed within the competitive FEED contract and related EPC bid (submitted in JV with Daewoo) for the Rovuma LNG Phase 1 project for the initial development of the LNG plant (Midstream), part of the wider Mozambique Full Field Development (Mozambique Area 4 offshore fields). The client is in the final decision -making phase for the project award and the start of specific EPC activ ities through a bridging contract.
In Angola , for Azule Energy (Eni & BP JV), the cons truction, commissioning and start-up activities were completed, together with the performance test, and the Provisional Acceptance Certificate was obtained, with related start of the warranty period, for the Quiluma and Maboqueiro Project for the Onshore Gas Treatment Plant , which involved the construction of a grass roots plan t for gas treatment and compression in the northern region of the country. In Algeria , for Sonatrach , the engineering activities requested by the c lient were completed for the FEED (Front End Engineering Design) and the activities relating to the fast -track EPC bid are underway for the Phosphate
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Integrated project and for the design of a new indus trial complex, consis ting of phosphate mining infrastructures in the Bled El Hadba area, process units and ancillary units supporting the production of fertilisers in the Oued Keberit area and the c onstruction of railway lines connecting t he mining and production plants to the main railway line.
In Canada , for DOW Chemicals , the detailed engineering (w ith the finalisation of engineering deliverables for construction) and procurement services have been completed (with the material s purchased by the client) in the FS P2Z LP8 Gas Phase project, on a reimbursable basis, for the implementation of a polye thylene plant which is part of a zero CO2 emissions petro chemical mega-project (Path2Zero Pr ogramme) in the state of Alberta.
In Italy , for Eni :
•within the Livorno biorefinery project in the existing industrial complex, the engineeri ng and procurement activities have essentially been completed, while the const ruction activities are co ntinuing. The activities include the project for the app lication of Ecofining™ per tec hnology for the production of HVO (Hydratreated Vegetable Oil);
•the upgrade is underway of the Venice biorefinery in the existing industrial complex. The aim of the intervention is to increase bio-fuel production, particularly the product ion of Jet fuel (SAF - Sustainable Aviation Fuel), by enhancing the plan t’s capacity and improving feedsto ck flexibility, while also boosting overall output. The first part of the project – specifically related to the intr oduction of SAF production and mainly involving modifications to the HF2 unit (Is omerisation and Fractionati on) – continues from the previous months with the construction phase and is nearing completion of the engineering and procurement
phase;
•within the Priolo biorefinery project in the existing industrial complex, the engineeri ng and procurement activities have been initiated. The pr oject involves the const ruction of eco-refini ng units to produce BioJet (ASTM D7566) and HVO-di esel (ASTM D975).
In the UK , for Eni , the decommissioning activities are at the advanced stage and the engineering, procurement and construction activities for the Eni Liverpool Bay CCS project involving the construction of a new CO 2 electrical compression st ation, and the demolition and rem ediation of the existing Point of Ayr gas terminal plant.
In Sweden, for Stockholm Exergi AB , Phase 1 has been completed and Phase 2 is underway for the Stockholm Exergi Beccs EPC Plant project for the construction of a capture, liq uefaction, storage a nd offloading plant for the CO₂ from combustion gases at the KVV8 electric pow er plant in the port of Stockholm. Engineering and material procurement activit ies are currently underway.
In addition, major advancements were r ecorded in 2025 for the Saipem-owned Bluenzyme low carbon
technology, with:
•in Finland , for Ren-Gas, FEED activities in the BluenzymeTM project for the prod uction of green methane from captured CO 2 and green hydrogen. These activities were comp leted during the year, leading the client to select Bluenzyme as the product for CO 2 capture and including it in the project financing structure;
•in Italy, at the Herambiente site in Ferrara , the CapturEste project continued with the permitting and front-
end engineering phases. The pr oject focuses on CO 2 capture and is part of the development of the future Eni-Snam CCS infrastructure in the Po Valley, where Saipem is involved as technological partner and EPC Contractor in its capacity as supplier of the proprietary Bluenzyme capture technology.
Floaters and Operation & Maintenance
Below are the main FPSO and O&M (Operation & Maint enance) projects that were underway or were completed during 2025.
In the “Leased FPSO” segment, in the first half of 2025 the Saipem-owned unit FPSO Gimboa carried out operations for Sonangol P&P under a contract for the development of the Gimboa field, lo cated in Block 4/05 offshore Angola, at a water depth of 700 meters. The vessel has the size for a producti on, treatment and storage
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capacity of 60,000 barrels/day. After a series of extensions , the contract is being cl osed following the depletion of the production field.
In Mozambique , for Coral FLNG SA (JV of Eni and other partners) O&M services are underway for Coral's FLNG unit. In the same project, in 2025 the client iss ued a new contract for the supply of spare parts.
In Angola :
-for TotalEnergies :
•O&M services continue for the FPSOs Kaombo Norte and Kaombo Sul ;
•engineering activities and material deliveries are underway for the Kaminho FPSO Block 20/11 contract.
Fabrication is underway for both the hull m odification activities and the modules;
•within the Kaminho O&M Block 20/11 contract, preparations have begun ahead of the start of operations;
-for Azule Energy (Eni & BP joint venture) within the Quiluma and Maboqueiro Project for the Onshore Gas Treatment Plant , activities began on the preparations for the provision of O&M services.
In Ivory Coast , for Eni , the O&M services continue on the FPSO Firenze , re-named Baleine , in the related contract. The unit works offsho re in the Ivory Coast.
In Brazil , for Petrobras, in joint venture with Hanwha Offshor e (previously Daewoo Shipbuilding & Marine Engineering - DSME), in the P79 project the sail away of the Floating Pr oduction Storage and Offloading (FPSO) unit, to develop the Buzios offshore field in Brazil was successfully comple ted. Punch list close-out and the last commissioning activities are underwa y prior to handover to the cli ent and the subsequent first oil.
In Congo, for Eni Congo , for the Scarabeo 5 Conversion project, the sail away of the semi-sub drilling rig Scarabeo 5, reconverted into a floating unit for the separation and compr ession of gas produced in offshore fields, was completed successfully. The unit has reached its final destination in the o ffshore field in Congo and has completed the last tests ahead of t he PAC (Provisional Acceptance Certificate).
In Indonesia , for Eni North Ganal , as part of the preliminary contract for the Kutei FPSO project, engineering and procurement activities are underway for long lead items. Fabrication activ ities began on the hull at the CMHI (China Merchants Heavy Industry) Fabrication Yard. This project, in joint v enture with Tripatra, includes the construction of a new FPSO unit to work in offshore fields in Indonesia.
In Sweden, for Stockholm Exergi AB , Phase 1 has been completed and Phase 2 is underway for the Stockholm Exergi Beccs EPC Plant project for the construction of a capture, liq uefaction, storage a nd offloading plant for the CO₂ from combustion gases at the KVV8 electric pow er plant in the port of Stockholm. The engineering and material procurement activities are currently underway and the in-yard pr efabrication and site construction activities are being initiated. In addition, during the first half of 2026, activities related to Saipem’s proprietary low carbon Bluenzyme TM
technology continued:
•in Finland , for Ren-Gas , following the completion of the FEED and the selection of the BluenzymeTM technology for an e-methane production plant, activities to update and align the technical and financial offer for the subsequent phases of the initiative continued;
•in Italy , at the Herambiente site in Ferrara, the FEED for the CapturEste project is underway, which involves the application of the Bluen zyme 200 solution to the waste-to-energy plant, with the ai m of supporting the final investment decision and future integratio n with the Ravenna basin’s CCS infrastructure.
The study and commercial development activit ies for further applications of the BluenzymeTM technology in Europe continued in the waste-to-energy , e-fuels, and hard-to-abate sectors.
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Floaters and Operation & Maintenance
Below are the main FPSO (Floating Production, Storage, and Offloading) and O&M (O peration & Maintenance) projects that were underway or were completed during the first half of 2026.
In the “Leased FPSO” segment, in the first half of 2026 the Saipem-owned unit FPSO Gimboa carried out operations for Sonangol P&P under a contract for the development of the Gimboa field, lo cated in Block 4/05 offshore Angola, at a water depth of 700 meters. The vessel has the size for a producti on, treatment and storage capacity of 60,000 barrels/day. After a series of extensions , the contract is being cl osed following the depletion of the production field. In Mozambique , for Coral FLNG SA (JV of Eni and other partners) O&M services are underway for Coral’s FLNG unit. In the same project, in 2025 the client iss ued a new contract for the supply of spare parts.
In Angola :
-for TotalEnergies :
•O&M services continue for the FPSOs Kaombo Norte and Kaombo Sul, which have been extended for a further 8 years;
•the engineering and procurement activities are being finalised and the mate rial deliveries are underway for the Kaminho FPSO Block 20/11 contract. Fabrication is underway for both the hull modification activities and the modules;
•within the Kaminho O&M Block 20/11 contract, preparations have begun ahead of the start of operations;
-for Azule Energy (Eni & BP joint venture) within the Quiluma and Maboqueiro Project for the Onshore Gas Treatment Plant , the preparation activities are underway for the provision of O&M services.
In Ivory Coast , for Eni , the O&M services continue on the FPSO Firenze , re-named Baleine , in the related contract. The unit works offshore in the Ivory Coast. In Brazil , for Petrobras, in joint venture with Hanwha Offshor e (previously Daewoo Shipbuilding & Marine Engineering - DSME), in the P79 project the handover to the client of the Floating Prod uction Storage and Offloading (FPSO) unit, to develop the Buzios offshore field in Brazil was successfully completed. Punch list close-out and the last commi ssioning activities are underway prior to h andover to the client and the subsequent first oil. In Congo, for Eni Congo , for the Scarabeo 5 Conversion project, the Provisional A cceptance Certificate, with related start of warranty period, for the semi-sub drilling rig Scarabeo 5, r econverted into a floating unit for the separation and compression of gas produced in offshor e fields, was completed successfully. The unit has reached its final destination in the o ffshore field in Congo and has completed the last tests ahead of the PAC (Provisional Acceptance Certificate). In Indonesia , for Eni North Ganal , as part of the preliminary contract for the Kutei FPSO project, engineering and procurement activities are underway for long lead items. Fabrication activities are underway on the hull at the CMHI (China Merchants Heavy Industry) Fabrication Yard. This project, in jo int venture with Tripatra, includes the construction of a new FPSO unit to work in offshore fields in Indonesia.
Sustainable Infrastructures _______________________________________________________________________________________________________
Market conditions
As regards the Sustainable Infrastructures sector, follo wing the delays by Rete Ferroviar ia Italiana in launching new railway tenders in Italy, Saipem is also expanding its business on strategic transport infrastructures in Europe, partly funded with European s tructural funds and investments. The extensive experience gained by Saipem, as leader of consortia set up to implement the High Speed/High Capacity (HS/HC) railway lines
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Milan-Bologna and Milan-Verona in Italy, the first railway line in the Un ited Arab Emirates and the project underway relating to the High-Speed railway link in Florence allows Saipem to work in any context.
The Infrastructure sector continued to show positiv e short- and medium-term signs due to the major investments in sustainable mobility and strategic works by governments, which are expected to continue in the long-term with further developments in both the railway s ector and sustainable mobility in a broader sense.
With a view to diversification, the Business Line focuses its attentio n of expanding its business also in infrastructure segments other than railways (motorways, underground systems) and in new geographical areas of interest.
New contracts
There were no new contracts in the first half of 2026.
Work performed
Below are the main projects that were underw ay or were completed during first half of 2026.
In Italy :
-for Rete Ferroviaria Italiana (RFI) :
•Brescia East-Verona HS/HC (Hi gh-Speed/High-Capacity) Line : activities are underway for the construction of the Brescia East Verona HS/HC (High-Speed/High-Capacity) line. During the first half of the year, all works on the high-speed line were substantially completed to allow for the start of test train runs, which began on June 3, one month ahead of the Italian Recovery and Resilience Plan (PNRR) target set for June 30, 2026. Activities are underway to complete the remaining minor works, while efforts continue to finalise the dossiers required for t he line’s commissioning, expected in the first quarter of 2027. The new Brescia-Verona high-speed line, included in the TEN-T networks as a European rail corridor of strategic importance and in the PNRR, runs for approximat ely 30 kilometres alongside the Milan-Venice motorway and approximately 15 alongside the historic railway li ne, crossing 11 municipalitie s with high population and industrial density. The new line will further enhance passenger and fr eight connections along the Turin-
Venice route, reducing trave l times and promoting su stainable modal shifts;
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•Florence railway link project and associated new Belfiore High-Speed (HS) station: excavation of the even-track tunnel was started and completed in the first half of 2026 with the first Tunnel Boring Machine (TBM - Iris), which reached Belfiore station on June 16 (in addition to the excavatio n for the odd-track tunnel which reached the station on December 11, 2025), after excavating approx imately 3,000 metres, completing the southern section of the tunnel s for around 6,000 metres. Meanwhile, complex excavation and reinforced concrete construction activities for t he station continued. The excavation work to deepen the track level in the station is currently underway and is expected to be completed by September 2026, while construction of the base slab has commenced, and all the structural load-bearing elements of the new building are scheduled for completion by October 2026. Meanwhile, the complex work of disposing of the excavated volumes continued according to the procedures agr eed upon with the client RFI and the designated authorities. The Railway Link will play a key role in easi ng national rail traffic, which currently places a significant burden on Florence’s railway network. It will enable high-speed trains to bypass Santa Maria Novella station, increasing and accelerating both north-south high-speed traffic and local train services;
•Verona West HS Node : design activities have been completed and work has begun, subject to delivery of the construction areas by the client and the progressive approval of the project document s. The signing of the agreement between RFI and Autobr ennero (A22) has definitively allo wed for the full commencement of activities affecting the motorway. Co nstruction of the new RFI office build ing at Verona Porta Nuova station continued and the activities for the survey and di sposal of the surface and subsurface anthropogenic waste were initiated in the areas authorised by the provinci al authorities. The project represents the completion of the high-speed/high-capacity section with the introduction of high-s peed services on a new dedicated line to Verona Porta Nuova station, and with the new direct freight connection between the Po Valley and the Brenner railway corridor, thus allowing trains to/from Austria/Germany to bypass the Verona hub, with significant benefits in terms of traffic fl ow separation and reducing travel times;
•Doubling of the Piadena-Mantova Railway Line : during the first half of 2026, design and construction activities continued along the entir e 35-kilometre line. Only a few s pecific sites remain on hold due to pending approvals. In particular, earth works are ongoing, while the installa tion of various steel decks for the railway overpasses has been completed. Work is also underway on support structures and anti-derailment walls to ensure the safety of the future railway. The Bozzolo station has been modified, allowing the opening of the work front on the former railway yard. Special foundation works in the Oglio River continued for the installation of the piers that will support the new viaduct , consisting of four 60-metre steel spans. This major structure is currently being assembl ed. The entire project will enhance this strategically important trans-
regional railway corridor (west-east axis), serving bot h commuter and freight traffic in the northern part of Italy, while also increasing the capacity of the network serving the Milan railway hub.
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OFFSHORE DRILLING
General overview
As of June 30, 2026, Saipem’s Offshor e Drilling fleet includes twelve vesse ls, divided as follows: six deep-water units for operations at depths of up to 3,600 metres (drillships: Saipem 12000, Saipem 10000, Santorini and Deep Value Driller; semisubmersibles: Scarabeo 8 and Scarabeo 9), five high specifi cation jack-ups for operations at depths of up to 400 feet (Perro Negr o 7, Perro Negro 8, Perro Negro 10, Perro Negro 11 and Perro Negro 13) and one standard jack-up for operations at depths of up to 150 feet (Perro Negr o 4). Among the aforementioned drilling rigs, the jack-ups Perro Negro 11, Perro Negro 13 and the drillship Deep Value Driller are owned by third parties. On June 24, Saipem announced the finalisation of an agr eement for the sale to ADES of Saudi Arabian Saipem, the Group company operating in shallow-water drilling in Saudi Arabia with the jack-ups Perro Negro 7, Perro Negro 8, Perro Negro 11, Perro Negro 13, and Perro Negro 10, the latter of which is currently deployed in Mexico. The agreement is expected to be executed by the third quarter of 2026. During the first half-of the year, t he Offshore Drilling fleet operated in Italy, Norway, Libya, the Eastern Mediterranean, Egypt, West Africa (Angola, Ivory Coast, Ghana and Namibia), Mexico, Saudi Arabia and Indonesia. With regard to the Sonsub operations, Saipem has continued to develop robot ic and subsea monitoring solutions for services supporting operat ions for complex subsea installa tions. Potential collaborations have been explored to exploit availabl e technologies and improve p enetration in key markets.
Market conditions
The first half of the year unfol ded against a macroeconomic cont ext marked by heightened geopolitical uncertainty, primarily driven by the outbreak of the conflic t in the Middle East involvi ng Iran, the United States and Israel, alongside the ongoing Russia-Ukraine conflic t. During the first half of 2026, the energy sector was significantly affected by geopolitical uncertainty. In particular, within the tra ditional oil and gas markets, supply concerns associated with restrictions on flows through the Strait of Hormuz con tributed to elevated price volatility, with Brent crude oil prices averaging approximately $90 per barrel during the period, above pre-conflict expectations for 2026. This environment, largely shaped by geopolitical uncertainty, did not, however, prompt major oil companies to increase invest ment levels in the global Oil&Gas market, which remained broadly in line with those recorded in previous year s. Against this backdrop, the O ffshore Drilling market developed along two distinct trends. The shallow-water segment, already affected by Aramco’s rig suspension and release programme launched in 2024, maintained utilisation levels broadly in line with those recorded in 2025 but was particularly exposed to the uncertainties arising from t he geopolitical situation in t he Middle East, its principal market. At the same time, the deepwat er segment continued to demonstrate solid medium-term fundamentals, with utilisation rates reaching approx imately 90% in the first half of 2026, an increase compared with 2025.
For Sonsub, the key short-term prospects have centred on the Defence sector, driven by the recognition of the high potential of its Sonsub drone technology. Collaborations have continued in its core markets – Oil&Gas (Equinor, Eni, Petrobras) and Defence (Itali an Navy) – while also expanding into potential applications in Civil and Scientific Research (ISPRA).
New contracts
For Offshore Drilling, the most significant new contracts during the first half of 2026 included:
-for AkerBP, a 12-month extension beyond the already agreed contractual terms for operations in Norway in 2028 using the se misubmersible Scarabeo 8 ;
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-for Petrobel , a 2-year extension with an option for an additional 12 months for the use of the jack-up Perro Negro 4 ;
-for Azule , extension of the activities related to the drillship Saipem 12000 for the drilling of two wells in Angola, in continuity with the previously aw arded contract with the same client;
-for Eni , drilling of 4 firm wells and 2 optional wells in Mo zambique starting from the second half of 2026 using the drillship Saipem 12000 ;
-for Rhino Resources , drilling of one firm well and one optiona l well in Namibia using the drillship Saipem 12000 .
For Sonsub, the main new contracts for the first half of 2026 were:
-for T. Mariotti of Genoa , a contract for the supply of the Hydr one-W underwater remotely operated vehicle (ROV), for the new oceanographic research vessel Arcad ia, operated by ISPRA (Italian Institute for Environmental Protection and Research);
-for the Italian Navy , a contract for Hydrone-L (a compact and easily transportable robotic system for emergency interventions).
Capital expenditure
With regard to Offshore Drilling, activities were carried out during the firs t half of 2026 relating to class renewal works and adaptations to specific requests of the cli ent companies. Maintenance acti vities and adaptation to the client’s technical specificat ions were performed in particular on t he jack-up Perro Negro 8 and the drillships Saipem 10000 and Santorini. Preparations also continued for other maintenance and adaptation activities to be performed in the second half of this year and in the following year.
Work performed
During the first half of 2026, the Offs hore Drilling fleet was used as follows:
-ultra deep water/deep water units : Saipem 12000 completed the works for Azule in April; it was subsequently deployed in Namibia to carry out works for Rhino, which ended in June; the drillship Saipem 10000 operated for Eni in Libya until April; it was then sent to t he shipyard for scheduled ma intenance work; the drillship Santorini carried out activities for Eni in Ghana and Ivory Coast until the end of March; it subsequently began activities for Energean in the E astern Mediterranean; the drillship Deep Value Driller was deployed in Indonesia for works for Eni; the semisubmersible Scarabeo 9 completed the activities in Libya for Eni and was later moved to West Africa in anticipation of works in the area; and the semisubmersible Scarabeo 8 continued the works in Norway for AkerBP;
-high specification jack-ups : the Perro Negro 7, previously suspended at the request of Saudi Aramco, resumed operations in the Saudi Arab ian offshore from mid-January; in t he same area and for the same client, the Perro Negro 13 operated continuously throughout the half-year, and the jack-ups Perro Negro 8 and Perro Negro 11 completed the scheduled maintenance activities in Ma rch and February, respectively; while the Perro Negro 11 was able to resume operations after its maintenance shutdown, the geopolitical situation in the Middle East delayed the redeployment of t he Perro Negro 8, which had to wa it 40 days before being redeployed; and the Perro Negro 10 continued to operate in Mexico for Eni;
-standard jack-ups : the Perro Negro 4 continued to operate in the Red Sea for Petrobel.
As regards Sonsub, the execution of the Hydrone-D (underwater mine clearance dr one) project continued with Intermarine for the Italian Navy. The emergency pipeline repair contract also continued with the Sircos system for Greenstream and Medgaz. The Hydrone-R drone remained operational in the Njord project, while the FlatFish drone is scheduled to begin a deep-water offshore data acquisition campaign in Brazil for Petrobras at the end
of 2026
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OPERATING REVIEW 55 /
Utilisation of vessels
The main vessel utilisation in the first half 2026 was as follows:
June 30, 2026 Vessel (No. of days) under contract Idle Semisubmersible platform Scarabeo 8 181 Semisubmersible platform Scarabeo 9 152 29 Drillship Saipem 10000 116 65 Drillship Saipem 12000 (1) 181 Drillship Santorini 181 Drillship Deep Value Driller (*) (1) 171 10 Jack-up Perro Negro 4 181 Jack-up Perro Negro 7 (1) (2) 163 18 Jack-up Perro Negro 8 61 120 Jack-up Perro Negro 10 (1) 181 Jack-up Perro Negro 11 (*) 131 50 Jack-up Perro Negro 13 (*) 181
(1) Days on which the vessel underwent class recertification maintenance/preparation/mobilisation works.
(2) Days on which the vessel was idle.
(*) Leased vessel.
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FINANCIAL AND ECONOMIC
RESULTS
Operating results ______________________________________________________________________________________________________________________________ ____
The information to the market, in accord ance with the requirement of IFRS 8, is presented following the reporting
segments below:
≥Asset Based Services , which includes the Offshore Engineering & Construction and Offshore Wind
activities;
≥Offshore Drilling, which includes Sonsub activities;
≥Energy Carriers , which includes the Onshore Engineering & Construction , and Sustainable Infrastructures .
The sectors clustered in the reporting segments above have similar economic characteristics; moreover, the Offshore Wind, Sustainable Infrastructures and Sonsub sectors are not, at present, so significant that they deserve separate reporting, in accordance with IFRS 8.
As of January 1, 2026, Sonsub Robotics activities, previously included in the Asset Based Services Business Line, were transferred to the Drilli ng Business Line, now now referred as Drilling and Sonsub. ROV Services activities, on the other hand, rema ined in the Asset Based Services Business Line. The impact of the reorganisation does not require the restatement of comparative periods.
Saipem Group - Income statement (*)
Year First half 2025 (€ million) 2026 2025 % Ch.
15,497 Core business revenue 7,345 7,211 1.9 5 Other revenue and income 6 1 (11,570) Purchases, services and other costs (5,396) (5,369) 33 Net reversals of impairment losses (impairment losses) on trade receivables and other assets 6 19 (2,249) Personnel expenses (1,160) (1,098) 1,716 Gross operating margin (EBITDA) 801 764 4.8 (1,037) Depreciation, amortisat ion and impairment losses (561) (459) 679 Operating result (EBIT) 240 305 (21.3) (189) Net financial income (expense) (66) (94) 28 Net financial income (expense) on equity investments 9 1 518 Pre-tax profit (loss) 183 212 (13.7) (207) Income taxes (87) (72) 311 Profit (loss) before non-controlling interests 96 140 (31.4) (1) Non-controlling interests - -
310 Profit (loss) for the period 96 140 (31.4)
(*) Revenues and associated profit levels are not consistent over time, as they are influenced not only by market performance but also by climatic conditions and individual project schedules in the Engineering & Construction sector, and by contract expiry and renegotiation timing in the Drilling sector.
Core business revenue during the first half of 2026 am ounted to €7,345 million.
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Gross operating margin (EBITDA) was positive at €801 million. Depreci ation, amortisation and impairment losses on property, plant, equipment, intangible assets and right-of-use of leased assets totalled €561 million.
The operating result (EBIT) achieved the first half of 2026 is €240 million profit.
The main variations relating to the inco me statement items above are detail ed below in the analysis by business line.
The balance of net financial income (expenses) was nega tive by €66 million, a de crease of €28 million, due to lower hedging costs of foreign exchange risk and, higher financial income determined by the higher level of liquidity invested compared to the first half of 2025, only partly offset by charges for exchange differences and, higher interests on lease liability. The balance of net income (expenses) on equity investment s was positive for €9 million, up €8 million, mainly due to the current half year results of projects ex ecuted by companies accounted for using the equity method.
Pre-tax result amounted to a profit of €183 million. I ncome taxes amounted to €87 million compared to €72 million in the first half of 2025. The net result recorded a profit of €96 million (profit of €140 million in the first half of 2025).
The operating result (EBIT) and the net result were affected by the provision for charges related to the redundancy plan for a total of €35 million compared to the adjusted operating result (EBIT) and the adjusted net result, respectevly. The balance sheet items impacted by non-recurring char ges in the first half of 2026 are detailed below:
(€ million) First half 2026 First half
2025
Operating result (EBIT) 240 305 Charges for redundancies 35 -
Adjusted operating result (EBIT) 275 305
(€ million) First half 2026 First half
2025
Net result 96 140 Charges for redundancies 35 -
Adjusted net result 131 140
Adjusted EBIT - EBIT reconciliation First half 2026 (€ million) Asset Based
Services Energy
Carriers Drilling
Offshore Total
Adjusted operating result (EBIT) 260 1 14 275 Charges for redundancies 8 23 4 35 Total non-recurring charges (8) (23) (4) (35) Operating result (EBIT) 252 (22) 10 240
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Adjusted operating result (EBIT) and destination of operating costs Year First half 2025 (€ million) 2026 2025 % Ch.
15,497 Core business revenue 7,345 7,211 1.9 (14,321) Production costs (6,831) (6,658) (150) Idle costs (53) (75) (118) Selling expenses (67) (61) (36) Costs for research and development (15) (17) 7 Other operating income (expenses) 6 1 (200) General expenses (110) (96) 679 Adjusted operating result (EBIT) 275 305 (9.8)
In the first half of 2026, the Saipem Group achieved core business revenues of €7,345 million, an increase of €134 million, up 1.9% compared to t he first half of 2025, under scoring the strength and resilience of Saipem’s execution capabilities. Production costs, which incl ude the direct projects costs, and the depreciation of the vessels and equipment used, amounted to a total of €6,831 million, an i ncrease of €173 million compared to the first half of 2025, absorbing extra costs of approx. €70 million arising from logistical and operational difficulties and from enhanced safety measures for personnel in the Middle East. Idle costs recorded a decrease of €22 million compared to the first half of 2025, thanks to the good level of operation of the offshore fleet. Se lling expenses, amounting to €67 m illion, an increase of €6 million compared to the first half of 2025, research and development expenses recognised under operat ing costs, amounting to €15 million, were almost in line the first half of 2025 and general expenses, am ounting to €110 million, increased by €14 million primarily reflecting higher consultancy costs related to the Sai pem-Subsea7 merger project.
Asset Based Services
Year First half 2025 (€ million) 2026 2025 9,044 Core business revenue 4,299 4,083 (7,745) Cost of sales (3,625) (3,544) 1,299 Adjusted gross operating margin (EBITDA) 674 539 (747) Depreciation and amortisation (414) (318) 552 Adjusted operating result (EBIT) 260 221
- Charges for redundancies (8) -
552 Operating result (EBIT) 252 221 Revenue amounted to €4,299 million in the first half of 2026, an increase of 5.3% compared to the first half of 2025, mainly attributable to higher volumes in the Pacific-Asia area and in t he North Africa, partially offset by lower volumes in the Rest of Europe. The cost of sales, amounting to €3,625 million, increased by €81 million, absorbing extra costs of approx. €70 million including the extra costs relat ed to the conflict in the Middle East.
Adjusted gross operating margin (EBITDA) for the first hal f of 2026 amounted to €674 million, equal to 15.7% of revenue compared to the €539 million in the first half of 2025, equal to 13.2% of revenue. Depreciation and amortisation amounting to €414 million, increased of € 96 million compared to the first half of 2025, due to leased vessels entering operation, necessary for the execution of projects.
The adjusted operating result ( EBIT) in the first half of 2026 was a prof it of €260 million (€221 million in the first half of 2025) while the operating result (EBIT) was a profit of €252 milli on and includes charges for redundancies of €8 million.
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FINANCIAL AND ECONOMIC RESULTS 59 /
Energy Carriers
Year First half 2025 (€ million) 2026 2025 5,624 Core business revenue 2,674 2,667 (5,524) Cost of sales (2,619) (2,627) 100 Adjusted gross operating margin (EBITDA) 55 40 (84) Depreciation and amortisation (54) (43) 16 Adjusted operating result (EBIT) 1 (3)
- Charges for redundancies (23) -
16 Operating result (EBIT) (22) (3)
Revenue for the first half of 2026 amounted to €2,674 m illion broadly in line with t he corresponding half of 2025, the higher volumes recorded in t he Pacific-Asia area and in Italy were almost entirely offset by lower volumes in the Sub-Saharan Africa and in the Middle East.
The cost of sales, equal to €2,619 million, in line with the corresponding half of 2025.
Adjusted gross operating margin (EBITDA) for the first hal f of 2026 was positive for €55 million, equal to 2.1% of revenue compared to the €40 million in 2025, equal to 1.5% of revenue. Depreciation and amortisation were €54 million, up €11 million compar ed to the first half of 2025.
The adjusted operating resul t (EBIT) in the first half of 2026 was a profit of €1 million (loss of €3 million in the first half of 2025) while the operating result (EBIT) was a loss of €22 million and includes charges for redundancies of €23 million.
Offshore Drilling
Year First half 2024 (€ million) 2026 2025 829 Core business revenue 372 461 (512) Cost of sales (265) (276) 317 Adjusted gross operating margin (EBITDA) 107 185 (206) Depreciation and amortisation (93) (98) 111 Adjusted operating result (EBIT) 14 87
- Charges for redundancies (4) -
111 Operating result (EBIT) 10 87 Revenue for the first half of 2026 amounted to €372 millio n, in reduction of 19.3% compared to the corresponding half of 2025. The decrease was mainly attributable to the lower contribution of the jack-up Perro Negro 8 and Perro Negro 11 stopped for maintenance work in the current half, as well as of the jack-up Pioneer Jindal and Perro Negro 12, which were fully operati onal in the corresponding half of 2025 and subsequently returned to their respective owners. Thi s effect was partially offset by the higher contributi on of the drillship Saipem 12000 and the jack-up Perro Negro 10, stopped for cl ass recertification work du ring the first half of 2025.
Cost of sales was €265 million, recorded a decreas e of €11 million compared to the first half of 2025.
The adjusted gross operating marg in (EBITDA) for the first half of 2026 amounted to €107 million, equal to 28.8% of revenue, compared to €185 million in t he first half of 2025, equal to 40.1%.
Depreciation and amortisation amounted to €93 million, down of €5 million com pared to the first half of 2025.
The adjusted operating resul t (EBIT) in the first half of 2026 was a prof it of €14 million (€87 million in the first half of 2025) while the operating result (E BIT) was a profit of €10 million and includes charges for redundancies of €4 million.
Saipem INTERIM DIRECTORS' Condensed interim consolidated at a glance REPORT financial statements ANNEXES
/ 60 SAIPEM INTERIM CONSOLIDATED FINANCIAL REPORT AS OF JUNE 30, 2026
Balance sheet and financial position _________________________________________________________________________________
Saipem Group - Reclassified consolidated statement of financial position (1)
The reclassified consolidated statement of financial position aggregates asset and liability amounts from the IAS/IFRS statutory statement of financial position by f unction, under three basic are as: operating, investing and financing.
The management believes that the proposed scheme provides useful information for in vestors because it makes it possible to identify the sources of financial resources (own and borrowed funds) and their use in fixed assets and working capital.
June 30, 2025 (€ million) June 30, 2026 Dec. 31, 2025 2,786 Property, plant and equipment 2,469 2,700 641 Goodwill 641 641 27 Net intangible assets 38 38 1,036 Right-of-use of lease assets 1,068 1,213 4,490 4,216 4,592 3,015 - Asset Based Services 3,052 3,245 558 - Energy Carriers 452 479 917 - Offshore Drilling 712 868 (39) Equity investments (23) (25) 4,451 Non-current assets 4,193 4,567 (795) Working capital (1,057) (667) (648) Provisions for risks and charges (684) (795) (1,443) Net current assets (1,741) (1,462) (195) Provision for employee benefits (222) (195)
- Net assets (liabilities) held for sale 192 -
2,813 Net capital employed 2,422 2,910 2,608 Equity 2,312 2,637
- Non-controlling interests 1 1 (854) Net financial debt (cash) pre-IFRS 16 lease liabilities (1,078) (999) 1,059 Lease liabilities 1,187 1,271 205 Net financial debt (cash) 109 272 2,813 Funding 2,422 2,910 (0.33) Leverage pre-IFRS 16 (net borrowing/equity + third-party equity) (0.47) (0.38) 0.08 Leverage post-IFRS 16 (net borrowing/equity + third-party equity)
0.05 0.10
1,995,631,862 Number of shares issued and outstanding 1,995,631,862 1,995,631,862
(1) For reconciliation with IAS/IFRS templates see “Reconciliation of reclassified balance sheets used in the Directors’ report with the IAS/IFRS financial statements” on page 125.
Management uses the reclassified statement of financial position to cal culate key ratios such as the Return On Average Capital Employed (ROACE) and leverage used to indicate the robustness of the group’s capital structure. Non-current assets as of June 30, 2026, stood at €4,193 million, decreased by €374 million compared to December 31, 2025. The decrease is du e to depreciation and amortisation of €561 million, dividends on equity investments of €21 million, as well as divestments and write-offs for €28 million, partly offset by, the positive effect of the increase in the right-of- use of lease assets for €222 million, capital expenditure in property, plant
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FINANCIAL AND ECONOMIC RESULTS 61 /
and equipment, intangible assets and equity investm ents for €148 million, the positive change in equity investments of €9 million, as well the net positive e ffect deriving mainly from the translation of financial statements denominated in foreign currencies and other changes of €33 millio n. The change is also due to the recognition of assets (liabilities) hel d for sale of fixed assets for €176 million following the agreement to sell shallow water drilling activities.
Net current assets decreased by €279 million, going from a negative balance of €1,462 million as of December 31, 2025, to a negative balance of €1, 741 million as of June 30, 2026. The varia tion is mainly attributable to the decrease in net working capital of €390 million and in provisions for risks and charges of €111 million.
Provisions for employee benefits amounted to €222 million, up by €27 million compared to December 31, 2025. The increase is mainly related to the provis ions for the period of charges for redundancies.
As of June 30, 2026, the net assets (liabilities) held for sale amounted to €192 million and mainly included fixed capital, net working capital and empl oyee benefits provision for shallow wa ter drilling activities being divested.
As a result of the above analysis, the net capital employed decreased by €488 million, standing at €2,422 million as of June 30, 2026, compared to €2, 910 million as of December 31, 2025.
Equity amounts to €2,312 million as of June 30, 2026, a decrease of €325 million compared to December 31, 2025. The change is mainly attributable to the negative e ffect of the change in the fair value measurement of derivative instruments hedging exchange rate and commodi ty risk for €93 million, the distribution of dividends for €330 million, the positive effect of net income fo r the period of €96 million and the positive effect on shareholders' equity deriving from the translation of fi nancial statements denominated in foreign currencies and other changes of €2 million. Non-controlling interests amounted to €1 million as of June 30, 2026. The pre-IFRS 16 net financial position as of June 30, 2026 was a positiv e €1,078 million. The net financial position including the IFRS 16 lease liab ility of €1,187 million was negative €109 million.
As of June 30, 2026, gross debt pre-IFRS 16 lease liability eff ects amounted to €1,792 m illion, liquidity to €2,870 million of which €1,291 m illion is available cash.
Analyses of net financial debt (cash)
June 30, 2025 (€ million) June 30, 2026 Dec. 31, 2025
- Non-current financial assets - (1) 15 Non-current bank loans and borrowings - -
1,674 Non-current bonds and other financial liabilities 1,448 1,440 1,689 Net medium/long-t erm financial debt 1,448 1,439 (1,716) Cash and cash equivalents (1,866) (1,707) (46) Financial assets measured at fair va lue through profit or loss (23) (41) (522) Financial assets measured at fair value through OCI (448) (603) (322) Other current financial assets (533) (429) 43 Current bank loans and borrowings 60 53 20 Current bonds and other financial liabilities 284 289 (2,543) Net short-term debt (liquid funds) (2,526) (2,438) (854) Net financial debt pre-IFRS 16 (1,078) (999) 498 Net current lease liabilities 674 649 561 Net non-current lease liabilities 513 622 205 Net financial debt 109 272 Cash and cash equivalents include: (i) cash and cash equivalents of €642 milli on in current accounts of projects executed in partnership or joint venture; (ii) cas h and cash equivalents of € 311 million in current accounts denominated in currencies subject to movement and/or c onvertibility restrictions; (iii) cash and cash equivalents amounting to €1 million in current accounts frozen or s ubject to restrictions for a total of €954 million.
For information on net financial debt as required by Consob, Communication No. 5/21 of April 29, 2021, see Note 25 “Analyses of net financial debt”.
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/ 62 SAIPEM INTERIM CONSOLIDATED FINANCIAL REPORT AS OF JUNE 30, 2026
Statement of comprehensive income
First half
(€ million) 2026 2025 Profit (loss) for the period 96 140 Other items of comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss:
- re-measurement of defined benefit plans for employees 1 3
- change in fair value of equity investments measured at fair value through OCI - -
- share of other comprehensive income (loss) of equity-accounted investments relating to re-measurement of defined benefit plans - -
- income tax relating to items that will not be reclassified - (1) Items that may be reclassified subsequently to profit or loss:
- change in the fair value of cash flow hedges (100) 344
- change in the fair value of financial assets, other than equity investments, measured at fair value through OCI (1) 1
- exchange differences arising from the translat ion into euro of financial statements in currencies other than the euro (13) (19)
- share of other comprehensive income (loss) of equity-accounted investments - -
- income tax relating to items that may be reclassified 16 (58) Other items of comprehensive income (loss) (97) 270 Comprehensive income (loss) for the period (1) 410
Attributable to:
- Saipem Group (1) 410
- non-controlling interests - -
Equity including non-controlling interests
(€ million)
Equity including non-controlling inter est as of January 1, 2026 2,638 Comprehensive result for the period (1) Dividends distributed to Sa ipem shareholders (330) Dividends distributed by other subsidiaries -
Sale (purchase) of treasury shares -
Variation of non-controlling interests -
Share capital increase net of charges -
Recognition of fair value of incentive plans 6 Other changes -
Total changes (325) Equity including non-controlling inter est as of Juner 30, 2026 2,313
Attributable to:
- Saipem Group 2,312
- non-controlling interests 1
Saipem INTERIM DIRECTORS' Condensed interim consolidated at a glance REPORT financial statements ANNEXES
FINANCIAL AND ECONOMIC RESULTS 63 /
Reclassified statement of cash flows (1) _________________________________________________________________________
Saipem’s reclassified statem ent of cash flows derives from the statut ory statement of cas h flows. It enables investors to understand the link existing between cha nges in cash and cash equival ents (deriving from the statutory statement of cash flows) and in net financial debt (deriving from the recl assified statement of cash flows) that occurred between the beginning and the end of the peri od. The measure enabling such a link is represented by the free cash flows, i.e. the surplus or cash deficit remaining afte r the financing of investments.
The free cash flow closes alternatively on: (i) changes in cash and cash equivalents for the period by adding/deducting cash flows relating to financial liabilities/assets (issuance/repayment of loan assets/financial liabilities), to repayments for lease lia bilities, equity (dividends paid, net r epurchase of treasury shares, capital issuance) and the effect of changes in the consolid ation scope and of exchange differences on cash and cash equivalents, or (ii) changes in net financial debt for the peri od by adding/deducting cash fl ows relating to equity, and the effect of repayments of lease liabilities and of changes in the consolidation scope and of exchange differences on net financial debt.
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Year First half 2025 (€ million) 2026 2025 310 Group’s profit (loss) for the period 96 140 1 Result of the period of other shareholders - -
adjustment:
1,065 Depreciation, amortisation and other non-monetary items 563 459 (17) Net (gains) losses on disposals of assets - (12) 301 Dividends, interest and income taxes 128 121 1,660 Cash flows generated by operating activ ities before changes in working capital 787 708 129 Changes in working capital related to operations 210 294 (285) Dividends received, income taxes pai d, interest paid and received (156) (160) 1,504 Net cash flows from operating activities 841 842 (364) Capital expenditure (133) (187) (18) Investments in equity, consolidat ed subsidiaries and business units (15) (4) 119 Disposals and partial sales of consolidat ed equity, business units and property, plant and equipment - 115
- Other changes related to financing activities - -
1,241 Free cash flows 693 766 (377) Net change in receivables and securities held for non-operating purposes 69 (182) (397) Changes in short and long-term loans and borrowings 9 (428) (449) Repayments of lease liabilities (305) (167) (40) Sale (purchase) of treasury shares - -
(333) Dividend distribution (330) (331)
- Sale (purchase) of interests in consolidated companies - -
(13) Net change in convertible bonds (7) (7) (83) Changes in consolidation and exchange differences on cash and cash equivalents 30 (93)
(451) NET CASH FLOWS FOR THE PERIOD 159 (442)
1,241 Free cash flows 693 766 (449) Repayments of lease liabilities (305) (167) (40) Sale (purchase) of treasury shares - -
(333) Dividend distribution (330) (331) (13) Net change in convertible bonds (7) (7) (90) Exchange differences on net financial debt and other changes 28 (90)
316 CHANGE IN NET FINANCIAL DEBT PRE-LEASE LIABILITIES 79 171
(1,133) Financing/closing for the period (199) (640) 449 Repayments of lease liabilities 305 167 73 Exchange differences and other variations (22) 74 (611) Change in lease liabilities 84 (399)
(295) CHANGE IN NET FINANCIAL DEBT 163 (228)
(1) For reconciliation with mandatory templates see “Reconciliation of reclassified balance sheets used in the Directors’ report with the IAS/IFRS financial statements” on page 125.
Cash flows generated by operating activities before changes in working capital , positive for €787 million,
results from:
•the net profit for the period amounting to €96 million;
•depreciation, amortisation and impair ment of tangible and intangible asse ts and right-of-use of leased assets for €561 million, the valuation of equity investments using the equity method amounting to €9 million,
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FINANCIAL AND ECONOMIC RESULTS 65 /
the negative change in provisions for employee benefits amounting to €34 million and exchange rate differences and other negative changes for a total of €23 million;
•net financial expense of €41 million and income taxes of €87 million.
The positive change in working capital related to operation s, for €210 million, was due to the dynamics of cash flows of projects underway.
Dividends received, income taxes paid, interest paid and received during the first half of 2026 were negative for €156 million mainly relates to income taxes paid to income taxes paid net of reimbursed tax credits and to interest paid. The net cash flows from operating activities positive for €841 million, net of the negative cash flow from capital expenditure and investments in equity, of €148 million generated a positive free cash flows of €693 million.
Repayments of lease liabilities generated a negative effect of € 305 million. Exchange differences and other changes on net financial debt, including negative net change in converti ble bonds, produced a positive effect of €21 million. Therefore, considering the change deriving from the im pact of dividend payments of €330 million, there was a decrease in net debt pre-lease liabilities of €79 million.
The lease liabilities generated an overall positive effect of €84 m illion, due to the repayments of lease liabilities for €305 million, to the net negative effect of new fi nancing and contract closure and write-off during the period for €199 million and other negative changes for a total of €22 million. The change in net financial debt decreased by €163 million.
Key profit and financial indicators _______________________________________________________________________________________
Return On Average Capital Employed (ROACE) Return On Average Capital Employed is calculated as t he ratio between adjusted pr ofit (loss) for the period before non-controlling interest, less net financial expense a fter deducting the related tax effect and net average capital employed. The tax rate app lied to financial expense is 24%, as per the applicable tax legislation.
Return On Average Operating Capital (ROACE)
To calculate the Return On Average O perating Capital, the average capital employed is netted of capital expenditure in progress that did not contribute to profit for the period.
There were no significant investments in progress in the two years compared.
Dec. 31, 2025 June 30, 2026 June 30, 2025 Profit (loss) for the period (€ million) 311 267 328 Exclusion of net financial expense (net of tax effects) (€ million) 189 161 106 Unlevered profit (loss) for the period (€ million) 455 389 409 Capital employed, net:
- at the beginning of the period (€ million) 2,501 2,813 2,567
- at the end of the period (€ million) 2,910 2,422 2,813 Average capital employed, net (€ million) 2,706 2,618 2,690
ROACE (%) 16.81 14.86 15.20
ROACE operative (%) 16.81 14.86 15.20
Net financial debt and leverage
Saipem management uses leverage ratios to asse ss the soundness and efficiency of the Group’s capital structure in terms of an optimal mix between net borrowings and equity, and to carry out benchmark analyses
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with the peers of the reference industry . Leverage is a measure of a company’s level of indebtedness, calculated as the ratio between net financial debt and eq uity, including non-controlling interests.
June 30, 2026 Dec. 31, 2025 Leverage pre-IFRS 16 (0.47) (0.38) Leverage post-IFRS 16 0.05 0.10
Non-GAAP measures
This section provides the alternative performance i ndicators that, although not required by IFRS (non-GAAP measures), are used in the “Interim Directors’ Report”.
Such indicators are disclosed to enhance the user’s understanding of the Group’s performance and are not intended to be considered as a substitute for IFRS measures. Specifically, the non-GAAP measures used in the Interim Directors’ Report are as follows:
•EBIT (Earnings Before Interest and Taxes): is an al ternative widely used performa nce indicator for cash flow calculations of a company and represents the opera ting result before financial expense and taxes;
•EBITDA (“Earnings Before Interest , Taxes, Depreciation & Amortisation”): is an alternative performance indicator relating to operating performance, calculated by adding depreciation and amortisation to
operating result;
•Adjusted EBIT (Earnings Before Interest and Taxes) or earnings before financ ial income (expense): this is an alternative performance indicator widely used in the calculation of cash flows for company and represents the operating result before financial expenses and taxes net of special items;
•Adjusted EBITDA (Earnings Before Interests, Taxes, Depreciation & Amortisation) or adjusted gross operating margin: is an alternative performance indicator related to operating performance, calculated by adding depreciation and amortisation net of special items to the operating result;
•Free cash flow: is an indicator given by the cash flow deriving from the ope rating activities net the cash flow deriving from the investments and disinvestm ents instrumental to operating activities;
•capital expenditure: this indicator is calculated by excluding equity investments from total investments;
•gross operating margin: a useful measure for evaluating the operating performance of the Group as a whole and of the individual business segments, in addition to operating r esult. The gross operating margin is an intermediate measure, which is cal culated by adding depreciation and am ortisation to operating result;
•non-current assets: the sum of net property, plant and equipment, net right-of-use leased assets, net intangible assets and equity investments;
•net current assets: includes working capital and provisions for risks and charges;
•net invested capital: this is the sum of non-current asse ts, net current assets and the provision for employee
benefits;
•funding: this is the sum of equity, non-controlling interests and net debt;
•special items: they represent: (i) not -recurring events or transactions; (ii) events or transactions that are not representative of norma l business activities;
•net financial debt: this is calculat ed as financial debt less cash and cash equivalents, securities and other financial assets not used in operating activities;
•new contracts: represents new project awards plus variation orders on existing projects;
•backlog: represents the expected future revenues from the awarded projec ts. The backlog, including non-consolidated companies , is shown separately.
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OUR SUSTAINABLE business
Context
The complexity and challenges of the global system of energy generation, distribution and use, along with the major impacts caused by climate change, have led to a scenar io in which energy transition infrastructures and plants are a decisive factor for ensuring a future of su stainable development for th e world population. In this context, Saipem reaffirms it s ambition to be one of the leading pl ayers and enablers of energy transition and ultimately of sustainable solutions for energy production.
Through its own assets, people, skills and technologies, the Company is indeed contributing to the decarbonisation of the value ch ain in the energy sector, providing its c lients with innovativ e design, engineering, and technological solutions, proposing itself as a strategic partner for the achievement of Net Zero goals, actively and responsibly involving the supply chain in this process.
Saipem’s industrial outlook and commitment to the energy transition therefore defines its path towards business sustainability, guided by a medium-l ong term vision which, taking into account the economic, environmental and social impacts of the business and the expectations of its stakeholders, translates into the integration of sustainability topics into its strategies, processes, gov ernance and in the relationshi ps and communication with the stakeholders in order to cr eate shared value and greater opportu nities for competitive advantage.
In this context, through its “Our Sustainable Business” Policy, Saipem defines the principles and pillars that contribute to the sustainable success of its business. These principles serve as a guide for identifying actions and initiatives aligned with the pursuit of the Sustainable Devel opment Goals (SDGs).
In order to make these commitments a reality, the Comp any annually updates its Sustai nability Plan, which is the reference framework concerning material and prioritised sustainability t opics and represents a tool for implementing an integrated strategy combining business and financial targets with ESG (Environmental, Social, and Governance) criteria, to create short- and long-term value for stakeholders.
Disclosure and stakeholder engagement
Saipem communicates its sustainabilit y strategy, action lines and the object ives of the Sustainability Plan – aligned with the Strategic Plan – to its stakeholders, and periodically r eports on its performance, adopting, also for 2025, a structured approach based on a dual level of reporting, designed to meet both regulatory requirements and the specific in formation needs of a broad and diverse range of stakeholders.
On March 10, 2026, Saipem’s Board of Directors approved the “2025 Consolidated Sustainability Statement” (the “Statement”), included in t he 2025 Directors’ Report and prepared in accordance with Legislative Decree No. 125/2024 on sustainability reporting, which transposes Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive - CSRD) into Italian law. Thi s document provides info rmation on the management performance related to sustainability aspects, describing the Group’s policies, actions and main results with respect to impacts, risks and opportuniti es identified as relevant during the year , in terms of indicators and trend analyses.
Prepared in line with the requir ements of the European Sustainability Reporting Standards (ESRS), the document is structured into specific sections: 1) general information (e.g. business strategy, governance and management of sustainability-related impacts, ri sks and opportunities); 2) environmental information (including disclosures pursuant to Article 8 of the Taxonom y Regulation, climate change, water a nd marine resources, biodiversity and ecosystems, resource use and ci rcular economy); 3) s ocial information (own workfo rce, workers in the value chain, affected communities); 4) governance information (business conduct ); 5) entity-specific additional information (cybersecurity); and 6) supplementary disclosure requirem ents (tax transparency). The document ensures a high level of transparency, comparability and reliability of information through structured, standardised content subject to rigorous control processes.
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The Statement is based on the results of the annual Double Materiality Assessment (DMA), which identifies sustainability topics considered materi al and priority for the business, both from the perspective of impacts generated externally on the environment and society and from a financial perspective, in terms of their ability to affect value creation and business outlook.
The analysis, including its process and outcomes as summarised in the 2025 Statement, pi npointed the following
priority topics:
•environmental, such as climate change, biodiversity, water resources and circular economy;
•social, including the focus on Sai pem people and workers along the val ue chain (e.g. health and safety promotion, skills development, protection of human and labour rights, pr omotion of diversity, equity and inclusion), as well as contributions to the social and economic development of lo cal communities where the
Company operates;
•governance, such as business ethics and cybersecurity.
The relevance of the identified material topics is supported by a cons olidated engagement process involving internal stakeholders identified among the corporate functions res ponsible for the analysed sustainability topics. In their assessments, internal stakeholders also considered inputs and views from external stakeholders with whom they regularly interact. The DMA process and its results were shared with some of the Group’s main subsidiaries and with workers’ trade union representatives in order to validate the repr esentativeness, consistency and completeness of the outcomes. Likewise, in continuity with its vo luntary reporting practice started in 2006, Saipem complemented its mandatory disclosures with the 2025 S ustainability Report, entitled “Deliveri ng for Today. Building for Tomorrow”, a voluntary supplementary document. The document is designed to provide a more accessible and strategic form of communication, enhancing a less technical narrative and offering an int egrated view of the Company’s ESG commitment by show casing projects, initiatives and people’s experiences. Together these documents effectively reflect the complexi ty of Saipem’s business and provide deeper insight into stakeholder-relevant topics beyond regulatory requirements.
In the first half of 2026, the Company also published the Group document “Saipem Human Rights and Modern Slavery Statement 2025”, in compliance with the UK Moder n Slavery Act, the Australian Modern Slavery Act and the Norwegian Transparency Act, followi ng the favourable prelim inary opinion expressed by the Sustainability, Scenarios and Governance Committee on Ju ne 17, 2026, and the approval by the Board of Directors on June 24, 2026. All the above documents are available in the “Sustai nability” section of the Company’s website, www.saipem.com. This communication model is part of a broader structured and contin uous stakeholder engagement approach.
During 2026, Saipem intends to conti nue its participation in consultation fo rums promoted by public bodies and business associations, also contri buting to the ESG debate within various managerial and professional communities (such as the ESG Communi ty of Cassa Depositi e Prestiti, Borsa Italiana, the International Association of Oil&Gas Producers (IOGP ), Assonime, the UN Global Compact Network Italy, and the Italian professional association Sustainability Makers), including through its parti cipation and contributions at events such as the “Il Salone della CSR e dell’Inno vazione Sociale” in Milan (Italy).
Among its key stakeholders, Saipem has continued to engage and involve its vendors in the process of joining the open digital platform “Open-es”, a system initiative promoted by Eni to support the monitoring of sustainability performance across the supply chain, fo ster a culture of sustainability and strengthen ESG requirements in vendor evaluation. With regard to financial stakehold ers, Saipem maintains an ongoing dialogue thus ensuring maximum transparency and equal access to information. Cont inuous engagement with these stakeholders and the completeness of disclosures ensure an accurate represent ation of strategies and business plans to manage ESG risks and seize opportunities aris ing from evolving scenarios and mark ets. This approach distinguishes Saipem as among the leaders in its sector on ESG topics.
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For further information on Saipem’s positioning in ESG indices and ra tings, please refer to the section “ESG indices and ratings” of this document.
As an integral part of the Company’s strategy, Saipem’s business sustainability is implemented through a cross-cutting commitment in key areas such as the Net Zer o programme, people management and development, the prioritisation of health and safety, environmental protecti on and management, and the strategic role of research and development in support of the energy transition. Further information on these areas is provided below:
•Net Zero Programme;
•Health, Safety, Envir onment and Quality;
•Human Resources;
•Research and Development.
Net Zero Programme _________________________________________________________________________________________________________________________ Recognising the ongoing global energy tr ansition, Saipem has long formalised its commitment to progressively reducing its carbon footprint across the entire value chain (Scopes 1, 2 and 3), by launching a dedicated programme – the “Net Zero Programme” – s tructured around two main areas of action.
On the one hand, the programme ident ifies and drives the implementatio n of key decarbonisation levers for reducing Saipem’s carbon foot print, including asset moder nisation, operational effi ciency improvements, the use of alternative fuels, electrifi cation and the progressive i ncrease in the use of renewab le energy, with the aim of reducing greenhouse gas (GHG) em issions generated by its operations.
On the other hand, Saipem actively suppor ts its clients in reducing their car bon footprint and plays a key role in the energy transition by promoting and facilitating the adoption of low- emission technologies and by offering dedicated services such as low-impact projec ts with offset residual emissions.
Formally launched in 2021, the Net Zero Programme is mult idisciplinary and cross-f unctional and is overseen by the Chief Executive Officer and Top Management. The programme brings together targets and ongoing initiatives across the Group focused on reducing the emi ssions impact of Saipem’s assets and operations; the most significant of these form t he “core” of the Sustainability Plan and are therefore presented to the Sustainability, Scenarios and Governance Committee and approved by the Board of Directors.
The plans and the decarbonisation roadmap to attaining Net Zero are regularl y updated to reflect current and future developments, including r egulatory and market pr essures, stakeholder expectations and client requirements, as well as new benchm arking analyses, technological dev elopments and energy scenarios.
Within this framework, Saipem is committed to developing a decarbonisation roadmap to achieve Net Zero emissions across Scope 1, Scope 2 and Scope 3 by 2050. This pathway is supported by specific shor t- and medium-term targets, including:
•carbon neutrality for Scope 2 emissions achieved in 2025, in line with commitments announced to the
market;
•a 50% reduction in Scope 1 and Scope 2 emissio ns by 2035 (2018 emissions baseline of 1.3 million tonnes of CO 2 equivalent).
The baseline for Scope 3 emissions red uction has not yet been calculated, while the definition of short- and medium-term Scope 3 targets is i ncluded as an action in the 2025-2028 Su stainability Plan (2026 update).
These targets and the related decarboni sation roadmap cover emissions wi thin the scope defined and validated in 2018. Emissions are quantified following a methodology validated by a third party in accordance with ISO 14064-3, with validation periodically renewed to reflect any updates in scope or methodology. The Programme and its content were verified and validated by Bureau Veritas, an independent third pa rty, at the end of 2021 and again in 2024.
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As foreseen in the 2025-2028 Sustainab ility Plan (2026 update), Saipem is currently carrying out an analysis to assess the feasibility and scientific rob ustness of an additional 2030 target fo r Scope 1 and 2 emissions. This activity is supported by continuous monitoring of internat ional guidelines and best practices in the industry, which provide a key reference for further str engthening and detailing the decarbonisation roadmap.
As such, the Net Zero Programme is a Transition Plan in development, and Saipem will continue along the path of defining a Transition Plan aligned with ESRS requirements and the Paris Agreement, with several actions already planned.
The reduction of Saipem’s dire ct emissions is based on initiatives str uctured across three time phases, the main features of which can be identified using three “R”s: Retrofit, Renewal and Renewables. These initiatives seek to reduce Scope 1 and Scope 2 emissions, particularly t hose generated by fuel and electricity consumption of assets (vessels, drilli ng rigs and Temporary Construction Facilities - TCF).
•Retrofit (2018-2030) - Phase I: incr easing operational energy efficiency through the use of best available technologies.
•Renewal (2030-2040) - Phase II: replacem ent of assets with inno vative assets that are more energy efficient and with lower GHG emissions.
•Renewables/Low Carbon (2040-2050) - Phase III: extensive use of renewable energy and low-carbon technologies and fuels to power a ssets and operations; for example, offshore operations powered by biofuels, methanol or ammonia. The potential application of Carbon Ca pture and Storage technologies on assets will also be monitored.
At the same time, additional levers already support the ongoing reduction of Sc ope 1 and Scope 2 emissions:
•use of alternative fuels, replaci ng fossil fuels with lower-GHG alte rnatives such as HVO biodiesel;
•electrification, switching from fossil fuel-based power generation to grid electricity.
In particular, to achieve Scope 2 carbon neutrality by 2025, Saipem has implement ed a structured strategy based on a hierarchy of priority actions tra nslated into operational initiatives (many of which are included in the Company’s Variable Incentive system targets):
•energy savings achieved primarily through behaviour al and procedural measures intended to optimise consumption, such as environmental awareness campa igns and cultural change initiatives for employees;
•energy efficiency improvements thr ough interventions on plants and infra structure, incl uding upgrades to lighting, heating and cooling syst ems, as well as relocation to more energy-efficient assets;
•use of renewable energy through the installation of photovoltaic systems and pr ocurement of renewable electricity from the grid, certified th rough Guarantees of Origin in Ital y or international renewable energy
certificates;
•offsetting of residual emissions th rough the purchase of carbon credits from offset projects beyond the value chain, selected also on the basi s of co-benefits for biodiversity, ecosystems and local communities, to be applied after all the above measures have been considered.
With regard to Scope 3 (indirect emissions mainly rela ted to the supply chain and mobility), Saipem aims to support clients, suppliers and value chain stakeholders in their decarbonisati on journey, acting as an enabler of low-impact technologies and strategies, while at the sam e time playing a key role in the energy transition. These actions will mitigate GHG emissions across Saipem’s value chain, with the ultimate objective of reducing emissions from relevant Scope 3 categories s uch as mobility and the direct supply chain.
To achieve this, a dedicated workstream has been defined fo cusing on the supply chain, with the objective of strengthening ESG performance monitoring (including through the Open-e s platform adoption), conducting market surveys across different categories of goods (equipment/machinery) to identify sustainability requirements affecting energy cons umption and, consequently, vendors’ Scope 1 and 2 emissions, and monitoring Scope 3 emissions related to the supply chain (in terms of scope and granularity) through the collection of primary product data (Environmental Product Declarations and Product Carbon Footprints). The objective is to improve transparency and the accuracy of information, providing a solid basis for strategic decision-making and the implementati on of decarbonisation initiatives.
Since 2023, Saipem has also launched an offsetting programme by fi nancing projects for a total of 100,000 carbon credits per year, equivalent to offsetting 100,000 tonnes of CO 2 equivalent per year. These investments
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have been allocated to a portfolio of nature-based proj ects, with a particular focus on REDD+ initiatives (Reducing Emissions from Deforestati on and Forest Degradation), selected not only for their ability to avoid emissions, but also for their additi onal environmental and soci al benefits, such as bi odiversity and ecosystem protection and support for lo cal communities’ development.
To identify high-value projects, Saipem has developed an internal risk assessment model, which analyses risks associated with existing projects and supports the selection of new investment opportunities.
Greenhouse gas emissions: performance and targets In 2025, within the Net Zero Programme , the maximum target set for short-term incentives in terms of avoided GHG emissions was signi ficantly exceeded, with 82,582 tonnes of CO 2 equivalent avoided com pared to a target of 73,345 tonnes of CO 2 equivalent.
Examples of initiatives that contribut ed to emission reducti ons in 2025 include:
•improved energy performance through the use of next-gener ation, more efficient asse ts (Santorini vessel);
•monitoring and optimisation of t he energy consumption of offshore vessels and rigs through dedicated programmes (KPI Monitoring & Saipem Eco Operations);
•the use of biodiesel to reduce fossil fuel consumption in an offshore yard , as well as fuel savings achieved through hull and propeller cleaning activities on certain vessels (Constellation, S7000, Saipem 12000 and Scarabeo 9).
Further contributions were achieved through technical improvements such as the installation of closed-loop switchboards on Saipem 7000 and Constellati on, the hybridisation of FDS 2, t he electrification of several sites through connection to the public grid, and improvements in the energy efficiency of onshore infrastructure, including thermal insulation intervent ions and the installation of more efficient air c onditioning systems.
Emission reductions were also supported by the upgrade of lighting systems through LED technology and the purchase of renewable electricity ce rtified through Guarantees of Origin and I-REC certificates, where available.
Four-year plans for the reduction of GHG emissions were defi ned, including short-, medium- and long-term projections, both at Group level and within Business Lines, taking into account ongoing developments and future trends. In particular, regulatory r equirements, stakeholder expectations, technological developments and the availability of energy scenarios were considered. For 2026, the following targets were set:
•achieving a target of avoided GHG em issions, associated with energy management initiatives, amounting to 73,345 tonnes of CO 2 equivalent;
•maintaining a 100% renewable electrici ty supply from the grid for sites where this is already in place and monitoring the expansion of certifi cation schemes where possible.
The first of the above targets is also included among the sustainability/ESG targets of the Company’s Variable Incentive Plan.
Health, safety, environment and quality ________________________________________________________________________ In the first half of 2026, Saipem continued its commitment to upholding the highest standards in Health, Safety, Environment and Quality (HSEQ), embeddi ng these principles strategically and systematically throughout its operations and consistently ou tperforming its industry peers.
Saipem’s HSEQ approach is founded on a forward-looking and proactive vi sion, aimed at not only ensuring regulatory compliance and driving conti nual improvement, but also at fost ering a culture of individual and collective accountability. In alignment with the Group’s busi ness plan and in response to emerging sector challenges, Saipem has initiated a fundam ental shift in its approach, focusing on the prevention of high-potential events and the effectiveness of safeguards, to move bey ond the traditional model based solely on the absence of incidents. The HSEQ strategy for 2026 has been structured around three key pillars:
•Health and Safety , with the confirmation of new indicators and the implementation of the 2024-2026 Safety
Strategic Plan;
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•Environment , through integrated management of environmental risks, enhanced reporting, and a commitment to carbon neutrality;
•Quality , with the strengthening of the management system, process optimi sation, and promotion of a culture of quality and distributed leadership.
Health and Safety
The Company has strengthened its evolving approach, targeting not only incident reduct ion but, above all, the prevention of events with a high potential for harm, through the adoption of new metrics and strategies.
Evolution of safety indicators Building on the work carried out in 2025, and following the paradigm shift introduced in the 2024-2026 Safety Strategic Plan, the following indicators are monitored:
•PHCFR (Potential High Consequence Frequency Rate): measures the frequency of events with significant potential for harm, where safety barriers have been absent or ineffective. This i ndicator is calculated as the number of High Consequence events per hours worked.
•FLKFR (Failed Lucky Frequency Rate) : analyses near miss events which, in the absence of safeguards, could have resulted in severe harm, but were averte d purely by chance. Conversely, these would be referred to as "Failed Safe" events. The indicator is cal culated as the number of Failed Lucky events per hours worked.
TRIFR and LTIFR continue to be monitored for benchmarking purposes and to meet the specific needs of clients who have not yet adopted these metrics. The provisional performance for the first half of 2026 is as follows:
•PHCFR at 0.12, much better than the target of 0.16 for 2026;
•FLKFR at 0.08, much better than the target of 0.13 for 2026;
•TRIFR at 0.35, a slight incre ase from 0.34 at year-end 2025;
•LTIFR of 0.10, an improvement on the 0.12 recorded at the end of 2025.
Strategy and paradigm shift The new strategic approach was launched in 2024 with the 2024-2026 Safety Strategic Plan , a document designed to set out the Company’s safety roadmap by defining the new strategy based on the set of new safety indicators to be applied across three principal areas:
•integrating Human Performance (HP) principles to optimise systems, processes and behaviour, thereby enhancing safety and reducing serious consequences;
•investing in Technology and Innovation, such as intelligent HSE devices and advanced systems leveraging artificial intelligence and the Internet of Things, to improve safety performance and operational excellence;
•ensuring Asset Integrity through systematic inspections, testi ng and maintenance interventions, in addition to performance data collection, appli cation of predictive methodologies and implem entation of targeted intervention plans, in order to minimise exposure to potential failures and incidents.
Training and safety culture The main initiatives and programmes supported by Saipem in the first half of 2026 to strengthen training and promote a safety culture throughout all le vels of the Company are set out below.
•Leadership in Health & Safety (LiHS) : a cultural transformation programme launched in 2007 to strengthen leadership in health and safety; since 2024, it has ev olved into a new phase, based on the principles of Human Performance. Today, it forms t he guiding philosophy behind Saipem’s approach to safety, which is also recognised internationally. The programme supports continuous perfor mance improvement and the aim of preventing serious and fatal incidents, by promoting a safety culture based on the im plementation of effective safeguards. In the first half of 2026, 209 events were organised, attended by over 12,900 participants, including managers, supervisors and operational staff.
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•Human Performance Programme and Fail Safe workshops : launched in 2024, the Human Performance Programme aims to incorporate into the operational model t he principles that errors do not depend solely on individual behaviour, but are often influenced by the operational a nd organisational cont ext. The aim is to promote widespread cultural and behavioural change, supported by the film “Fail Safe ”, which was re-released in 2026 in a new version dedicated to fr ontline staff. Throughout this process, the Fail Safe workshops have been a key opportunity for alignment, discussion and reflection, supporting the deployment of the programme at all levels of the organisation and among external stak eholders. In the first half of 2026, over 1,146 HP events took place, including 41 Fail Safe workshops, involving over 115,000 people across 121 sites.
•“Strengthening our Safeguards” campaign : launched in June 2025, the campaign focuses on the Life -Saving Rules as essential safeguards for preventing serious and fatal incidents. The initiative aims to reinforce the Chronic Unease mindset by promoting the ongoing review of safeguards in terms of their adequacy, effectiveness and resilience. Between 2025 and the second quarter of 2026, the programme was rolled out in a structured manner, supported by dedica ted materials such as Wal kabouts, Toolbox Talks, posters and videos. The roll-out concluded with the publi cation of the last five rules: Hot Work, Bypassing Safety Controls, Energy Isolation, Safe Driving and Work Authorisation. At the same time, the second edition of the “Our Safeguards” contest was relaunched, involving 19 sites and attracting 20 entries. The winners were presented with their awards during the “CEO Fail Safe Update” by CEO Alessandro Puliti and HSEQ Director Angelo Spingardi, who awarded the Overall Winner prize to the Total Kaminho FPSO EPSCC project.
•CEO Fail Safe Updates : introduced in 2025, the “CEO Fail-Safe Updates” reflect senior management’s commitment to promoting an open and structured dialogue on HSEQ iss ues. Led by CEO Alessandro Puliti and HSEQ Director Angelo Spingar di, these events strengthen organisatio nal alignment and the culture of continuous improvement. On a quarte rly basis, the “CEO Fail Safe Updates” provide an opportunity to share safety performance data, incident analysi s and key trends and best practices in the field of HSE Q, whilst also highlighting particularly significant initiatives, such as the “Our Safeguards” contest and the “Health & Safety Award”. In the first half of 2026, s treaming events attracted over 10,000 people.
•Improving the effectiveness and quality of HSE training : a number of measures have been introduced to optimise training processes and make the most of in-house expertise. In particular, the programmes have been revised to make the content more effective and cons istent with regulatory requirements. It has also been confirmed that key courses will be delivered by in- house trainers, to ensure gr eater alignment with the company’s values and the LiHS philosophy. To su pport this process, more engaging and experiential methods have been introduced, such as the us e of virtual reality, Saipem vi deos and role-play. Work is also underway to bring the programmes and catalogues into line with the requirements of the New State-Regions Agreement, in accordance wi th Italian legislation.
•HSE Training - Virtual Reality (Pixaera): as part of its efforts to strengthen its safety culture, Saipem has introduced a virtual reality tool to make the Life-S aving Rules more concrete and relatable. This innovative approach overcomes the limitations of traditional training, enabling wor kers to experience, in a safe and controlled environment, immersive scenarios relating to co mplex operational situatio ns and critical events, such as lifting operations, falls from height, vehicl e collisions and emergencies in confined spaces. This approach improves risk perception and encourages people to internalise safety procedures as essential tools for individual and collective protection.
LHS Foundation
In early 2026, the Leadership in Health and Safety Fo undation (LHS) continued to promote a safety culture through initiatives targeting childr en, citizens, employees and companies.
•Educational activities : around 5,500 students across Italy took pa rt in the fourth edition of the “School Tour”, a series of emotionally pow erful performances and film screenings aimed at promoting responsible behaviour at work and on the road. These initiatives are complemented by educational workshops in the classroom on first aid and everyday safety. “The Safe ty Lab” workshop, designed for children to learn the Life-Saving Rules through animat ed content and practical activities, has been developed and is due to launch in September.
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•World Day for Safety and Health at Work : on April 28, the Foundati on launched its traditional awareness-raising campaign ai med at members of the public and businesses, which in 2026 focused on psychological wellbeing at work, in line with the themes set out by t he International Labour Organization (ILO).
•HSE System : support continued for “HSE System”, a netwo rk of over one hundred representatives from large companies committed to sharing best practices. In th is context, a workshop aimed at SMEs is currently being developed, with the firs t edition scheduled for the second half of the year.
•Sporting events : to promote healthy and active lifestyles, the Foundation has involved Saipem employees, their families and friends in sporting events, including the M ilan Marathon (with fundraising in support of cancer research) and the ColleMar-athon in Fano.
•“Fare Bene” webinar series : the third season of the initiative h as been organised, in collaboration with Saipem’s Health Function, focusi ng on key health and wellbeing topics – nutrition, heart health, stress management, sleep and smoking – with con tributions from leading experts.
•Trade fairs and events : the Foundation has organised awareness-ra ising initiatives at trade fairs and festivals, involving st udents, workers, HSE professionals and institutional stakeholders. In addition, the first “Safety Leadership Co-Lab” was held, organised in collaboration with Sa ipem and the Università Cattolica del Sacro Cuore, and attended by key institutional figures, trade union representatives and representatives from the business world. The initiative, based on the LiHS method, offe rs practical tool s and opportunities for discussion on the evolution of safety cultu re within the Italian industrial sector.
Technological innovation and experimentation In the first half of 2026, Saipem continued to a dopt advanced technologies to im prove HSEQ performance, promoting an integrated digital ec osystem oriented towards preventi on, monitoring and risk management.
As part of the “Safety Step Up” pr ogramme, the permanent observatory ai med at evaluating, testing and monitoring has continued.
•Video Analytics for Workplace Safety : the system uses artificial inte lligence (AI) to analyse images and identify breaches. Launched in 2024, it is now being roll ed out and is expected to be operational at 23 sites by 2026, including drilling rigs, offshor e construction sites, yards and ons hore sites. The types of breaches – Use Cases – are constantly evolving and are tailored to specific sites, such as: the absence of personal protective equipment (PPE) and fall protection, people being in the vicinity of operating machinery and beneath suspended loads, and the detection of smoke and fire; in offshore drilling, it can monitor staff access to the drill floor in conjunction with the ESODO (Electronic Selection Of Drilling Operation) application, which defines – based on the activity being carried out – what constitutes the “red zone”, i.e. the number of people permitted to access it and their respective roles. A centralised control room is currently being set up at the Milan office, from which the dashboards for each site can be vi ewed via a single platform.
•Smart Safety Harness : device for monitoring the safety of worker s at height; it automatically indicates whether the connectors are being used co rrectly and whether they are secured to the safety points. Work is continuing on validating the tec hnology, improving the anchoring sensor, increasing battery life and reducing false positives. Tests are currently being carri ed out at the Karimun yard in Indonesia to assess the progress made.
•Drops by Drones : work is nearing completion on the devel opment of a survey service using drones combined with artificial intelligence algorithms to identify and classify the risk level of objects falling from a height on platforms and vessels (faulty restraint systems, corrosion, lost tools, etc.). This initiative aims to significantly reduce worker exposur e during inspection activities a nd strengthen prevention barriers.
•Anticollision System : the system has been successfully installed at various construction yards and logistics bases; it uses sensors and predictive algorithms to prevent the risk of collisions between vehicles and people, thereby addressing the need to ensure safety in areas with he avy vehicle and equipment traffic.
•Active Fatigue and Distracti on Detection System (AFDDS) : Saipem is rolling out a driver assistance system on its company vehicles in Italy and Saudi Arabia. The system is designed to detect potential instances of fatigue and distraction, as well as to track parameters such as speed, harsh braking and driving time, enhancing accident prevention and the protection of health.
•Electronic Permit to Wo rk System (e-PTW) : this programme, launched by the CEO in early June 2023, consists of an electronic system for the digital management of work permit issuance and approval processes, improving the coordinati on of activities and identification of related risks. The e-PTW system is
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already in use across the entire offshore construction and drilling fleet and in fabrication yards. From the second half of 2026, the system will also be impl emented on FPSO (Floating Production Storage and Offloading) vessels and at an onshore construction site in Italy. Bas ed on the e-PTW, a 3D vessel visualiser has been developed which enables real-t ime monitoring of Simultaneous Operations (SIMOPS) from a spatial perspective. The testing phase for the system to be implemented at the ENCA R sites is also drawing to a close.
•S.A.F.E.T.Y. Platform : a centralised control platform that connects and processes data from a network of intelligent, interoperable modules. Each module contributes to the site’s key functions, including environmental monitoring, wo rker safety, access tracking, productivit y analysis and alert management, with the aim of providing a comprehensive over view of safety issues at the si tes, whilst also enabling a predictive view of areas for improvement. Saipem has launched a tender for pilo t implementation on a project.
•Synoptic : a system designed to display all critical informati on in real time relating to operational activities, safety and worksite documentation. It takes the form of an advanced d ashboard that integrates data from various sources, facilitating ongoing moni toring of activities, preventive analysis of operational feasibility, real-time document verification, site map analysi s and management and providing support for operational decision-making. A tender process has been launched to i dentify the supplier to work with on developing the platform.
•Hyper Gloves : a feasibility study is nearing completion on the adoption of smart gloves equipped with integrated sensors that allow real-time monitori ng of hand movements, detect ing key risk conditions. The device will also feature a direct alert system for the user.
•Artificial intelligence agents: AI agents are being developed to support HSE processes, with the aim of improving efficiency and reliability. The main initiatives currently underway include:
- HSE Document Assistant: able to assist with the drafting of the main HSE documents;
- HSE Insight Engine: dedi cated to analysing the root causes of HSE Bulletins and to searching online for technological and innovative mitigation solutions.
•Stress monitoring in high-ri sk operations - Offshore Drilling : in collaboration with the Polytechnic University of the Marche and Saipem’s Health Function, a study will be carried out to assess stress levels among drillers during well management activities.
•E-Mustering : a solution designed to automate the process of taking a headcount of sta ff at Muster Stations during actual emergencies or drills, enabling rapid confir mation of the status of e vacuated staff. A Proof of Concept (PoC) onboard an Offshore Drilling uni t is currently being evaluated.
Asset Integrity
As outlined in the Safety Strategic Plan, the last, but no less important, pillar is Asset Integrity, encompassing all initiatives, systems and processes aim ed at preventing Major Hazards for all Assets included in Saipem's Asset Integrity portfolio. The planned activities operate on two levels:
•continuation of initiatives involving the updating of Vessel Safety Cases, through which Safety Critical Elements (SCEs) are identif ied, and the monitoring of Key Performance Indicators (KPI s) via specially
designed dashboards;
•continuous improvement , research of digital tools (Barrier Management) enabling onboard personnel to monitor and manage SCEs.
In addition, in 2025, Saipem was awarded ISO 55001 certification for “Asset Management” by DNV. The certification process has highlighted the level of maturity of Saipem ’s asset management system, whilst the subsequent cycle of external audits by DNV cont ributes to the system’s continuous improvement.
Environment
Saipem adopts a structured and integrated approach to the continual impr ovement of its environmental performance, focused on reducing and controlling the im pacts generated by its activities, as well as on the protection and enhancement of natural resources. This commitment translates into a coordinated set of tools
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and actions, deployed from the earliest project phases, through the preventive identification of key environmental risk factors and the ongoi ng monitoring of performance via s pecific indicators. This approach is supported by continuous environmental awareness-raisi ng, promoting responsible behaviour and active engagement of all personnel, both at oper ational sites and company premises.
In 2023, Saipem developed a structured methodology fo r the identification, assessment – both qualitative and quantitative – and management of envi ronmental risks already in the offer approval stage. Since 2024, this methodology has been applied systematically to all projec ts for which a bid is submitted to the Board of Directors, as well as to the main projects acquir ed and included in the company’s portfolio. This methodology was the subject of a paper presented in 2025 at the “O MC Med Energy Conference & Ex hibition”, where it was awarded the prize for “Best Paper for Operational Excellence”.
The aim is to assess in advance the environmental risks associ ated with individ ual projects and to estimate the extent to which Saipem is exposed to such risks, whilst ensuring consistency with Saipem’s environmental policy and environmental objectives. The analysis considers general project information, such as type, geographic location, worked hours, and overall economic value, to cl assify each environmental risk into low-, medium-, or high-risk categories. The assessment is completed by analysing the mitigation measures already established or generally adopted for the activities concerned, enabli ng the determination of the residual risk level.
The environmental aspects covered by this process include:
•greenhouse gas (GHG) emissions: in this respect, an assessment is carried out both at individual project level and on a cumulative basis, to determine the impact that activitie s – if acquired into the company portfolio – would have on: - the company internal target for reducing Scope 1 and Scope 2 GHG emissions; - Saipem’s compliance with each country’s regulat ory framework and its climate change objectives;
•water withdrawal;
•biodiversity conservation;
•waste management.
At the same time, Saipem has progressively conso lidated a structured system fo r monitoring environmental performance, based on quantita tive KPIs included in the Group HSE Plan targets.
These indicators serve to highlight areas of concern and improvem ent opportunities in environmental management, as well as identify any system anomalies. High-quality environmental data reporting from all sites, projects and offices also provides the foundation for all activities. T he more accurate and traceable site-level data collection and reporting are, the greater the awareness of the related per formance; moreover, this is a key aspect in meeting the regulatory requirements introd uced by the Corporate Sust ainability Reporting Directive (CSRD). The 2026 Group HSE Plan, with regard to the envir onmental dimension, fo cuses in particular on:
•spill prevention and response;
•energy efficiency and climate change;
•reduction in freshwater consumption and optimisation of its use;
•improvement of reporting data quality and traceability;
•reduction of waste generation and maximisation of recycling;
•communication and awareness- raising among employees.
Spill prevention and response Saipem monitors incidents that may have a real or potential impact on the environment; of these, spills are the most significant category. In this context, the Company has developed a strategy focused on raising awareness, prevention and mitigation, prioritising any necessary remedial actions. Saipem works to minimise the risk of spills and has adopted state-of-the-art equi pment and procedures for implementing mitigati on measures and emergency management. In pa rticular, Saipem h as identified, as a preventive measure, the mapping of crit ical elements and potential sources of spillage at its sites, followed by the conduct of Spill Risk Assessments, designed to assess the risk of spillage for each of the mapped elements.
If the assessments highlight risk levels t hat require attention, specific miti gation measures are put in place. In recent years, mapping and Spill Risk Assessments have cov ered all offshore units and some drilling units, yards
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and logistic bases. Accordingly, Sa ipem is also committed to identifyi ng and monitoring all possible risks associated with the storage, transport and use of hazardous substances in its operations.
Additionally, since 2022, the Group HSE Plan has introduced a new objective for the offshore vessel fleet to assess the feasibility of replacing mineral oil with biodegradable oil, to further reduce potential environmental damage in the event of a spill.
Improvement of environmental reporting data quality and traceability As part of the process launched in 2024 to comply wi th the requirements of the Corporate Sustainability Reporting Directive (CSRD), further consolidation work w as carried out in the firs t half of 2026, focusing on the
following areas:
•Update of internal procedures and criteria : work has continued on reviewing the criteria for defining the scope with a view to simplif ication; following validation by the audito r, the relevant internal standards and criteria will be updated and applied to stream line the scope of the 2026 environmental reporting.
•Data monitoring: monitoring of environmental data has been further strengthened and, as a testament to the importance of this issue, the indicator relating to the accuracy of environmental reporting has been incorporated into the Top Management’s performance appraisal systems.
•Reporting training : ad hoc support activities have been organised for the environmental functions within the business lines, projects and site s to ensure the correct implement ation of environmental reporting.
Environmental communication and awareness In 2025 and the first half of 2026, initiatives were launched to motivate and raise awareness among personnel regarding environmental protection and the proper management of environmental aspects.
The commemorative days celebrated in 2025 have been included once again in the calendar 2026, namely:
•World Water Day (March 22);
•International Day for Biodiversity (May 22);
•World Environmental Day (June 5);
•European Mobility Week (September 16-22);
•European Waste Week for R eduction (November 22-30).
Dedicated materials were developed for each event, shar ed with each business line and made available on the company intranet. Campaigns were also promoted thro ugh official social media channels with dedicated posts to reaffirm Saipem’s co mmitment to global environmental issues externally.
The results achieved by the business lines are report ed in a dedicated section of “eNews”, the internal communications magazine, issued ever y four months, which showcases comp any-level initiatives and projects with an environmental focus. During the first half of 2026, four environmental training modules were revised and published within the “HSEQ Content Box - HSE Training Course Repository”. The courses are designed to enhance understanding of the key areas of environmental management, i ncluding: environmental aspects and operational control, waste and wastewater management, management of atmospher ic emissions and greenhouse gases, as well as spill prevention and response. Lastly, corporate volunteering initiatives have continued since 2021, in colla boration with associations working to restore areas affected by waste dumping. All the major Saipem sites in Italy have participated over the years, with employee interest and invo lvement growing significantly.
Quality
In the definition and governance of t he Quality management system, the main activities undertaken in the first half of 2026 are outlined below.
•Management and maintenance of Quality certifications relevant to the Company (ISO 9001 “Quality Management Systems”); ongoi ng audit activities for the renewal of the Group’s Certification.
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•Development of the Group Quality Plan 2026 , incorporating outcomes from work carried out in 2025, during audits or Management Review, as well as actions for continual improvement, focusing on themes of growing relevance, such as process di gitalisation, the shar ing of knowledge across the Company – through initiatives to strengthen skills relating to Return of Experience (REX) and Lessons Learnt (LL) on Group projects – and the continuous alignment of work processes to business strategies.
•Review of the following sub-processes , with a view to optimising and streamlining their main steps and ensuring continuous alignment with the needs of the business lines:
- Process Performance Indicators (PPIs); - Project Quality Management; - analysis of synergies between Quality Control and Co nstruction activities wi thin the ENCAR Business Line.
•Identification of innovat ive digital solutions designed to streamline the management of quality assurance and quality control processes. Among t hese, the following are reported:
- progressive adoption of the Request for Inspection (R FI) & Quality Check / Digital Quality Site tool on the Bonny T7 and Perdaman projects, extending the field of application of the latter to new areas and
subcontractors;
- development of the REFLEX tool for managing REX and LL, with t he simplification of validation processes and the first AI integrations for advanced research;
- launch of AI activities for D2NCR (digital Non C onformity Report tool) with a feasibility study for the automatic classification of non-co nformities and corrective suggesti ons based on historical data;
•completion of the obsolescence analysis of Saipem SpA’s internal technical regulatory documents and extension of this work to appropriately selected subsidiaries;
•management of contracts with “Ame rican Society for Testing and Materi als (ASTM) International” and “Information Limited Intern ational” relating to the provision of technical standards across the Group;
•overall analysis of the Project Quality management professional family , bringing together the contributions of the various departments within t he HSEQ Function, and cont inuing the technical skills development plan responding to the needs of Saipem.
Human resources ______________________________________________________________________________________________________________________________ ___
Organisation
In the first half of 2026, Saipem impl emented organisational initiatives aimed at increasingly aligning its company structure, based on distinct Business Lines, with the demands of a competitive and fast-changing environment, while capitalising on its distinctive capabilities.
The main organisational cha nges made are described below:
•elimination of the Commercial Function and reallocation of its responsibilitie s to the relevant Business Lines and Staff Functions, to promote greater integr ation between commercial development, execution and
business support;
•reorganisation of the Sonsub Robotics operations through their consolidat ion within the Drilling and Sonsub Business Line, to leverage operational synergies;
•reorganisation of the Sust ainable Infrastructures B usiness Line, aimed at simplifying the organisational structure and strengthening project oversight through a greater focus on project management roles, ensuring increased empow erment and accountability;
•establishment of a dedicated Geothermal Energy and Geoscience Services function within the Drilling and Sonsub Business Line, to strengt hen Saipem’s competitive positi oning by pursuing new business opportunities and leveraging its specialist expertise;
•reorganisation of the Staff and Business Support Functions, through the introduction of structures more closely aligned with Saipem’s different businesses. This initiative wa s designed to ensure more effective management of operational requirements, improve the quality and timeliness of support provided, and promote greater focus on the strategic prio rities of the indi vidual businesses.
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In order to ensure the increasingly e ffective implementation of the organisational str ucture based on Business Lines, further actions were carried out in the first half of 2026 to develop the underlying operational and functioning structure focusing on crit ical and relevant areas enabling the operational model, as well as the adaptation of the Re gulatory System.
Human Resources Management and Industrial Relations
In the first half of 2026, Saipem further consolidated its commitment to a modern and sustainable work organisation, promoting a fl exible operational model able to effectiv ely reconcile the Company’s strategic needs with the wellbeing of its people.
The adoption of a hybrid approach, supported by digital solutions, has represented a key element guaranteeing operational continuity, resilience and competitiv eness in a continuously evolving global context.
For expatriate personnel, Saipem maintained the existing flexibility measures and, in response to the crisis generated by the conflict in the Gulf r egion, swiftly impl emented support tools to ensure the safety of employees and their families, as well as operational continuity.
In line with the agreement signed with the most representative trade unions, and the aim of ensuring generational turnover and supporting employees who would meet the requirements for ol d-age and seniority pensions within the next seven years from the date of termination of their employment, as defi ned in Article 4 of the Fornero Law (Law 92/2012), around 135 employees have left the Company as of June 30, 2026. In the first half of 2026, Saipem engaged in numerous dialogue sessions with trade unions to discuss the Saipem Group’s industrial strategies. Following the trade union agreements signed for the intr oduction of smart cameras onboard Saipem 10000, as part of the Cassiopea Project, and at the Livorno Biorefiner y, Saipem and the trade unions agreed on the progressive expansion of t heir use to further strengthen health and saf ety measures. To this end, an agreement was reached for the installation of smart cameras onboard a ll vessels operating in Italian territorial waters and discussions were initiated for their introduct ion at other operational sites in Italy.
Saipem and the trade unions dedi cated specific sessions to the topic of training, cons idered to be a strategic factor for strengthening skills and a key driver in ensuring the growth of t he Company and its people.
On June 17, the information and consultation pro cess in accordance with Article 47 of Law No. 428/90 was completed with the trade unions regar ding the transfer, with effect from July 1, 2026, of the company branch comprising the Offshore Engineering & Construction and Offshore Wind operati ons from Saipem SpA to Saipem Offshore Construction SpA (SOC). As part of this transfer, the Company also agreed with the Arbatax Works Council on the transition from the National Collective Labour Agreement (CCNL) for the Metalworking sector to the Energy CCNL. Consequently, the provisions of the Energy CCNL were applied to SOC personnel currently based at the Arbatax site, who had previously been governed by the Metalworking CCNL. In light of the financial resul ts achieved in 2025 and in line with the provis ions of the final agr eement signed with the trade unions, a participation bonus was awarded in 2026 to all employees in Italy to recognise the professional contribution of Saipem’s people towards achieving the Company’s objectives.
In the first half of 2026, international industrial relations involved int ensive negotiations and engagement with worker representatives in the Gr oup’s key operating countries. In the C ongo, for Boscongo and SEI Autorisation Temporaire d’Exercice (ATE) Co ngo, a national salary review applicable to oil and gas service sector companies was completed, effective from January 1, 2026, with the introduction of a new salary scal e. As part of the same context, the minutes of the meetings with the social partners were formally recorded and the local labour authority approved the separation of SEI ATE from its employees on June 5, 2026.
In Norway, the sector-wide co llective bargaining agreement applicable to Moss Maritime was updated in relation to The Norwegian Society of Engineer s and Technologists (NITO) union, while discussions continued with Saipem Ltd Norway Branch regarding l ocal agreements. In Indonesia, at t he Karimun fabrication yard, an
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agreement was signed with the Feder asi Serikat Pekerja Metal Indonesia (F SPMI) union on the restructuring of breaks during daily working hours. In Angola, at Sai pem Luxembourg Angola Branch , the collective bargaining agreement was renewed for a three-year term with the respective trade unions.
In France, as part of the demerger plan for Saipem SA , specific agreements were negotiated, including the framework agreement of February 18, 2026 and the agreement of May 29, 2026 on the recognition of Saipem SA and Saipem Offshore France SA as an Economic and Social Unit. This agreement aims to preserve a common social framework for employee repres entation, collective barg aining agreements and s ocial rules. Further negotiations are ongoing, coveri ng topics such as electroni c voting, trade union rights, annual salaries and the extension of additional agreements within the reorganisation.
At transnational level, dialogue with the European Works Council was further strengthened through four extraordinary remote meetings, ensuring timely and structured updat es on Saipem’s key corporate and operational initiatives. These meetings focused, in particular, on the me rger between Saipem and Subsea7, the signing of the binding ag reement with ADES Saudi Ltd Co for the sale of the entire holdi ng in Saudi Arabian Saipem Ltd, a company engaged in shallow-water offshore drilling operations, as well as updates on developments in the Gulf region in light of the conflict in Iran.
Welfare
Within the employee engagement policies, welfare initiatives play an increasi ngly important role and set the objective of improving quality of life, satisfaction, motivation a nd fostering a work-life balance, while also making Saipem more attractive, especially for young talent. Saipem’s focus on the wellbeing of its people is structured around three key pillars – health, family and savings – and the Company continues to deliver services in support of these priorities.
For 2026, in line with its ongoing commitment to addressing the needs of its employees and their families, while also supporting management engagement and retention, Saipem has renewed the allocation of a welfare credit for the senior managers of Saipem SpA. The credit, which can be used over a two-year period, may be spent on welfare services or to reimburse ex penses incurred for family members, in accordance with cu rrent regulations, via the existing company platform. The Estate Welfy summer programme fo r Saipem employees’ children aged fr om 6 to 17 in Italy has also been continued. In June and July, the initia tive will allow around 400 children to take part in the summer camps at the seaside or in the mountains, offering English language courses, sports and recreational activities in contact with nature. The operational activities to open a gym at the Fano site during the summer of 2026 continue.
From April to June 2026, “Buono due volte” (Good twice over), a charitable project dedicated to selling organic fruit and vegetables, was hosted in the parking area of Saipem’s Milan office. The project, promoted by Fondazione Somaschi in collaboration wi th the social agr iculture project “Fruttiamo la Terra” (Fruits of the Earth), run by the social cooperative Team Work in Lombardy, forms part of initia tives aimed at supporting social and occupational reintegration for vulnerab le individuals. The initiative cons isted of five events organised during lunch breaks, allowing Saipem employees to buy fresh, sustainably grown organi c produce. The proceeds were used to support social and occupational reintegratio n programmes for residents of the Cascina Mazzucchelli residential therapeutic community in San Zenone al Lambro, located near the Milan office.
In addition to established welfare in itiatives in the countries where Saipem operates, flexible working policies, aimed at supporting work life ba lance, have been implemented in 38 Group companies across 30 countries, where allowed by business needs and local regulations. In France, as part of the relocation to La Défense, Saip em SA introduced a series of support measures to assist employees during the transition and to promote their wellbeing. The initiatives implemented by the company included a one-year financial contributi on to support gym membership at t he fitness centre located within the tower. As of the reporting date, 128 employees had already signed up to the initiative.
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In January, the Kids Talent Show w as held at the Chennai office in India, involving 27 children of employees. The event, designed to promote engagement and inclusivity in the workplace, o ffered participants the opportunity to showcase their talents and creativi ty through performances in three cate gories: music, singing and dance.
Also in India, the Saipem Sports Meet was held from February 14 to Mar ch 22, 2026 with the aim of promoting physical wellbeing, active participation and strengtheni ng the sense of loyalty among employees through inclusive sports activities. The event, featuring tourna ments in 14 disciplines, in volved over 2,100 employees and was structured to encourage broad pa rticipation, including through mixed teams made up of individuals from different company functions. This a pproach helped foster cross-functional collaboration, inclusion across genders and age groups, and strengthened internal relationships. The initiative also created a participative and dynamic environment, offering participa nts the opportunity to get to know one another, collaborate and build stronger bonds within the organisation, in a sp irit of sportsmanship, sharing and teamwork.
Competences and knowledge
Saipem’s ongoing commitment to enhanci ng and developing the skills of its workforce achieved a significant milestone in February 2026 under its Sustai nable People Strategy, with the form al establishment of the Saipem Academy and the launch of its governa nce, design, and delivery activities for priority initiatives aligned with the Group’s strategic business needs. The Academy’s objective is to serve as a benchmark for the enhancement and development of Saipem’s skills base, fostering kno wledge growth both internally and externally, while strengthening the Company’s competitiv eness, reinforcing its recognition as a knowledge-based organisation, and supporting the professional growth and engagement of its people. As its first priority, the Academy focused on buildi ng upon and advancing successful and relevant initiatives launched in previous years, particular ly those aligned with the Sustaina ble People Strategy, such as programmes targeting people managers. Thi s included new sessions of the expe riential workshop for people managers, introduced in 2025 and subsequently refined in both content and delivery through external expert contributions.
The workshops aimed to equip managers wi th theoretical and practical tools to effectively support their critical leadership role. Additionally, Saipem continued to pr ovide the digital coaching service for middle and senior managers, designed to complement the existing suite of tra ining and development tools available to key manageria l roles. This flexible and personalised digital coaching initia tive includes the option to involve t he participant’s line manager at critical stages of the programme, fostering greate r alignment, collaboration, and transparency.
Another initiative carried forward since 2024 is the Behavioural Model training programme, which remains available to all employees and new joiners. Its aim is to enable everyone to familiarise themselves with the power skills prioritised by Saipem, while allowing people manag ers to deepen their understand ing of the application of the model for people management, with respect to the observation, developm ent, and assessment of behaviours. Within this framework, Saipem has rolled out its Performance Management process acro ss the entire workforce, building on key features introduced in previous years. These include enabling employees to propose their own objectives, allowing managers to involve additional stakeholders in the objective-setting process where relevant to an individual’s development, and promoting the continuous feedback process aim ed at supporting ongoing monitoring of progress against objectives and the timely implementation of corrective actions to ensure their achievement. The performance system cont inued to include the assignment of Group-wide and individual objectives, as well as the applicati on of the Behavioural Model across the entire workforce to support the development and assessment of behavioural skills. To further advance skills development a nd evaluation, Saipem ex tended its Skill Evaluation campaign in the first half of the year to include all roles not covered in the 2025 cycle. The initiative in volved self-assessment followed by line manager evaluation, with the aim of measuring role coverage, identifying potential skills gaps, and implementing targeted interventions to address them. Third parties can al so be engaged to contribute to the evaluation and measurement of skills, as well as the identification of gaps and areas for improvement.
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Saipem also continued its skills assessm ent and motivation monitoring initiative s, tailored to different employee segments and career pathways. These efforts supported the identification and dev elopment of potential, the evaluation of power skills, and the advancement of professional and managerial growth.
To foster a culture of continuous learning and adaptab ility to change, Saipem delivered the training programme under its “Next Step” initiative in the first half. Build ing on the 2023 “Step” editio n, the programme leveraged opportunities provided by the New Skills Fund, an initiative promoted by the Italian Ministry of Labour and Social Policies under the Italian Recovery and Resilience Pl an (PNRR). The upskilling and reskilling plan focused on technical and behavioural t hemes linked to the ongoing technological and di gital transformation, with a particular emphasis on Saipem’s projects, thanks to the contribution of subject matter experts in the design of the content.
A total of 1,858 white-collar employees across the Milan, Fano, and Marghera offices participated, completing 60 hours of synchronous training per person. In the spring, Saipem concluded its “GeotherMOOC” (Massive Open Online Course), the Company’s first online course, launched in November 2025 and dedicated to geo thermal energy. Developed in collaboration with the University of Urbino and featuring contributions from experts at the Italian National Research Council (CNR), Politecnico di Torino, Politecni co di Milano, and the University of Gl asgow, the course comp rised eight one-hour video lectures offering a comprehensive overview of the geothermal value cha in and operational phases. Over 1,000 participants enrolled, a nd the course remains available offline via t he University’s platform and Saipem’s dedicated training portal. The programme cul minated in a dedicated event at t he University of Urbino, attended by industry stakeholders, sector companies, and leading academics.
To complement the Academy’s training activities, Saipem updated its Grou p-wide training cata logue, reaffirming its extensive offering of technical, HSE, and behavioural training available to all employees seeking to address skills gaps or acquire new knowledge. A further objective of the Academy is to develop new initiatives supporting the skills development of Saipem’s workforce, both in terms of content and delivery met hods. In line with this a pproach, Saipem designed and launched a digital initiative in late June to support the learning and applicatio n of behavioural skills. For the first time, the Company introduced micro-lear ning, a flexible, on-demand digita l programme consisting of short, easily integrable sessions designed to develop power skills in an engaging and effective manner. Open to all employees, the initiative will run throughout the year, covering key themes aligned with Saipem’s values and behaviours, such as change management, inclusive commu nication, resilience, te amwork, and proactive problem-solving. The programme follows a structured pathway, guidi ng participants from awareness to action.
Another cornerstone of the new Academ y is Saipem’s Training Centres, dedicated to the Offshore Construction and Offshore Drilling businesses. In the fi rst half, the Offshore Training C entre designed three new training courses – currently in delivery or fi nal development – covering both behavioural and technical topics to expand the skills of offshore and onshore personnel. The virtual reality simulator was fu rther enhanced with additional digital models of the Saipem C onstellation and JSD6000, alongside ex isting models of the Castorone and Saipem 7000, enabling the simulation of lifting operations, as well as J-lay inst allation procedures. In the Drilling business, the dedicated Trai ning Centre, after having obtained IWCF Well Control certification in 2025, continued its training programmes for internal st aff. Starting from an initial focus on the Italian market, the Centre expanded its reach to the European region in early 2026, achie ving the milestone of certify ing 100 Saipem employees under the International Well Control Forum (IWCF) standard. At the same ti me, the first sessions of structured experiential operational training for offs hore roles were delivered, using an in tensive full -scale simulation system to develop both technical and behavioural competencies. The effectivene ss of this experiential learning approach was further validated through the collection of quantitative and qualitative information, forming the basis of a research paper selected for presentation at the Society of Petroleum Engineers (SPE) International Health, Safety, Environment, and Sustainability Conference and Exhibition in Abu Dhabi in September 2026.
In the current landscape, where demographic tr ends present new challenges for businesses and necessitate strategic reflection, Saipem joined the “GenerAzione Talento” initiative, promoted by ELIS Consortium. The programme provides a platform for dialogue with other leading companie s across sectors, exploring potential strategies, tools, and regulatory frameworks to address ongoing transform ations and manage key themes –
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such as workforce longevity, generational turnover, skills development, and intergenerational collaboration – in an innovative and sustainable manner. Saipem maintains its commitment to fostering an inclusive workplace t hat recognises and values individual differences, actively countering discrimin ation and stereotypes. In alignment wi th its strategic DE&I priorities, Saipem has updated the objectives of its 2026-2028 Sustainability Plan and Long-Term Incentive Plan, reaffirming its commitment to ens uring equal opportunities in people ma nagement processes and promoting women’s empowerment. A key example of this commitment is Saipem’s focus on elevating women’s expertise and roles in STEM disciplines through dedicated initiati ves that promote equal opportunities and intergenerational exchange:
•in cooperation with the ELIS Conso rtium, Saipem’s group of role model s delivered inspirational talks to several upper and lower secondary schools in Italy dur ing the early months of 2026. The Role Models were also involved in a new public mu ral project in the underpass of Rogoredo Station, Milan. Continuing from the previous initiatives, the 2026 editi on was dedicated to the theme of wo men in STEM, highlighting their contributions to contemporary soci ety. The participating colleagues act ively contributed to the content, which will be featured in the mural to be completed by the end of the year; in March, Saipem launched a virtual space dedicated to the DE&I Netw ork through a webinar titled “Women in STEM”, showcasing Saipem Italy’s efforts in promoting female talent in STEM disci plines, including testimonials from a Role Model. The DE&I Networking initiative created on the Viva Engage platform, contributes to the dissemination of a Group-wide inclusive culture by fostering connections across different Saipem entities encouraging the exchange of experiences and promoting bes t practices. The network also promotes collaboration among Group DE &I representatives, facilitating di alogue and mutual learning while reinforcing the spread of an i nclusive culture across the Group;
•earlier in 2026, Moss Maritime in Norway, hosted 18 female students from Ho sletoppen Middle School as part of the “Girls and Technology” programme, providi ng them an inside look at engineering professions.
The young participants shared their car eer aspirations, daily work experi ences, and motivations for pursuing STEM disciplines. Through practical demonstrations and activities, the st udents explored real-world tools and engaged in stimulating discussions, asking insightful questions throughout the day.
Saipem observed the International Day of Women and Girls in Science on February 11, and t he International Women’s Day on March 8 through dedicated comm unication campaigns to enhance STEM skills and women’s empowerment. As part of the DE&I calendar, Saipem Indonesia marked Kart ini Day on April 21 by launching “Women Who Inspire Us”, a local initiative celebrating female colle agues who contribute to a respectful, collaborative, and inclusive work environment through their daily actions, commitment and professionalism.
Saipem maintains its commitment to parenthood, supporting employees th rough the various stages of their journey with knowledge, awareness, a nd practical tools. The following initia tives were promoted in the initial months of 2026:
•continuation of the paediatric and ad ult first aid training and informatio n webinars on menopause provided
in 2025;
•promotion of wellbeing initiative s for pregnant employees, including specialised gymnastic courses;
•introduction of new flexible worki ng arrangements to support new parents;
•in February 2026, Saipem UK launc hed the “Saipem Ltd DE&I Resource Hub” on Viva Engage platform, aimed at raising awareness of DE&I topics, sharing best practices, and fostering a more inclusive and respectful workplace. The hub provides regular updates on awareness days, dedicated materials, and visibility for the DE&I Committee’s role and activities. Key initiatives featured in 2026 i ncluded the Neurodiversity Celebration Week (March), Stress Awareness Month (April), and Mental Health Awareness Week (May).
Saipem continues its commi tment to combating gender-based violence and harassment in the workplace through concrete actions aimed at prevention and elimination:
•ongoing collaboration with the Pari-I nsieme Association Against Gender -Based Violence, of which Saipem is a Supporting Member, through the promotion of themed webinars on topics such as adolescent relationships, online violence, and t he role of families in violence prev ention. In February 2026, Saipem hosted an event for the children of employees “Violenza di genere: le tue domande a chi se ne occupa”
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(Gender-based violence: your questions for the experts), aimed at fostering dialogue with younger generations. In June 2026, Saipem participated in the event “Se solo lo avessi saputo prima” (If only I had known sooner), focusing on emoti onal awareness and management, with a particular emphasis on engaging male employees in combating the issue;
•to promote a respectful and harassment-free workpl ace, two Group-wide train ing courses were designed and delivered: “Promoting a respectful and inclusive wo rkplace” and “Promoting respect and inclusion on
board”;
•in collaboration with the HR Compliance function the DE&I Network hosted a webinar in April to share Saipem’s experience and commitment in preventing and addressing workplace harassment;
•from April, the training course for Supervisors was upda ted to include a DE&I module, with the aim of strengthening their role not only as guardians of safety but also as ambassa dors of the Company’s commitment to valuing diversity and foster ing an inclusive and respectful workplace;
•in June, Saipem hosted the event “Una vita da Social - Boomer Edition” (A Life on Social Media - Boomer Edition), a focused session ex ploring online risks affect ing children and adolescent s, aimed at raising awareness of digital dynamics, sharin g real-life experiences, and prov iding tools for everyday life.
Multiculturality is a core distinct ive strength of Saipem making Mult icultural project launched in 2024 an ongoing strategic priority. The initiative contributed to raise Group-wide awareness of DE &I themes, strengthening a more inclusive culture and commitment through the integration of best pr actices and the adoption of localised initiatives. Key activities include:
•Country DE&I Reports, providing an overview of the Group’s DE&I strategy and guiding the development of customised action plans aligned with local contexts and priorities;
•annual Country DE&I Plans, summarising local priorities and initiatives;
•following the completion of the Multicultural Pr oject, which engaged more than 30 countries, Saipem has transitioned from a project-based approach to a structured annual process for DE&I initiatives, with defined roles, timelines, and activities to guide entities in planni ng, implementing, and reporting initiatives aligned with Group priorities;
•development and dissemination of new Cultural Handbooks;
•promotion of the World Day for Cultural Diversity for Dialogue and Development through a dedicated communication campaign, showcasing act ivities carried by the Group comp anies at the same time around the world to celebrate the occasion.
Compensation
The 2026 Remuneration Policy aimed to su pport the business strategy and sust ainable growth of the Company through the definition and adoption of remuneration instruments able to a ttract, motivate and retain highly professional and managerial talents, encouraging the achievement of the s trategic objectives of the Company and promoting alignment between manag ement and shareholder interests.
The Policy is defined in line with the adopted governance model and in complia nce with the provisions of the Consolidated Finance Law (TUF), the Cons ob Issuers’ Regulations and the Corporate Governance Code, with the primary objective of creati ng sustainable value for stakehol ders over the medium to long term, in keeping with the guidelines set out in t he Company’s Strategic Plan.
The 2026 Policy Guidelines maintain the Short-Term Variable Incentive Plan and introduce a deferral mechanism through the new 2026-2029 Deferred Phantom Share Plan, implemented for the year 2026, in order to adopt variable incentive instruments linked to the creation of long-term shareholder value, while deferring any decision on the adoption of share-based incentive plans until the completion of the new corporate structure, related to the common cross-border mer ger plan by incorporation of Subsea 7 SA into Saipem. The instrument has been designed to maintain a proper medium - to long-term perspective in t he managerial incentive system, ensuring the retention of the resources most directly responsible for the Company’s results, ensuring also appropriate alignment with corporate priorities and a systemic mirroring t he shareholders’ risk profiles.
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The 2026 Variable Incentive Plans, while remaining subje ct to potential reassessment of corporate objectives during the year, in view of Saipem is currently in a phase of particular strategic importance, reflect the alignment with the Strategic Plan and a s trong focus on Sustainability matters, promoted through objectives based specifically on the results of the materiality assessment process and on the Sustainability Plan adopted by the Company, taking into account the areas of Saipem’s busi ness that stakeholders have considered most relevant over time or that have a ttracted increasing attention.
The 2026 Short-Term Variable Incentive Pl an is a monetary incentive and, wi th a view to focusing on improving the Company’s financial and capital structure, envisages the passing of an entry gate based on the Saipem’s Adjusted Net Financial Position at the end of 2026. The composition of the ESG objectives has been updated to better reflect corporate priorities and to steer Company performance towards objectives related to worker safety, combating climate change, Anti-c orruption, and Business Ethics. With particular regard to workplace safety for employees and subcontractors, for the year 2026 the indicators introduced in 2025 have been confirmed in order to measure the effectiveness of preventive measures adopted, with the aim of monitoring the commitment and effectiveness of acti ons taken, to maintain both the elimination of fatal accidents and the reduction of the so-called “Life-Altering”, i.e. incidents resulting in permanent disability. Based on the objectives of the Saipem Performance Form, in 2026, the deploym ent of the corporate targets for 2026 was also carried out according to a top-down process on the entire managerial population, ensuring a process of verification and monitori ng of such objectives during the year.
The new 2026-2029 Deferred Phantom Share Plan is f unctionally linked to the 2026 Short-Term Variable Incentive Plan, which serves as the access condition for the allocation of Phantom Shares. This determines the deferral of a significant porti on of variable remuneration, to be paid out in 2029 as a cash incentive, whose value is structurally linked to Saipem’s share performance . The introduction of this Pl an represents a structured response to the need for continuity with the practices adopted by Saipem to da te, aims to better align managers’ and shareholders’ risk profiles and interests. The 2026 Remuneration Policy is descri bed in the first section of the “2026 Report on Remuneration Policy and Compensation Paid” (so-called 2026 Remuneration Policy) and was approved by Saipem’s Board of Directors on March 10, 2026; it was subsequently sub mitted for a binding vote by the Shareholders’ Meeting on May 12, 2026, receiving a 91.56% vote in favour. As described in Section II of the Remu neration Policy, following the report of the Company’s obj ectives, Saipem awarded the Short-Term Variable Incentive related to performance 2025, as provi ded in the 2025 Remuneration Policy. Additionally, upon completion of the three-ye ar performance period for the 2023 allocation for the share-
based 2023-2025 Long-Term Variable Incentive Plan, Sa ipem proceeded with the assignment of shares to beneficiaries upon the conclusi on of the vesting period.
The 2026 Remuneration Policy maintains its objective of informing the shareholders and other stakeholders about the corporate reward policy, which is an essent ial tool for the achievement of short- and medium-long term objectives. This is achieved through open and transpar ent communication, underlin ing its alignment with the Company strategy. The 2026 Remuneration Policy guidelines and instrum ents have been developed with the aim of improving engagement, consolidating commitment, maintaining high motivation, ensuring talent retention and guaranteeing competitiveness and attractiveness in the market, in com pliance with the pri nciples of plurality and equal opportunities. The Diversity, Equality & Inclusion strategy ensures th at the cornerstones of t he management policy are the recognition of merit and di stinctive and critical professional skills, and t he application of pay equi ty principle, with particular emphasis on gender equality matter. This is pursued through the principle of “Equal Pay for Equal Work”, aimed at reducing the gender pay gap. Once again this year Saipem pr ovided disclosure in Section II of the 2026 Remuneration Policy on the percentage ratio between female and male employees for both fixed
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remuneration and total annual remuneration by professi onal qualification, both with reference to the Italian perimeter of Saipem SpA and to the consolidated Group perimeter.
Innovation
In the first half of 2026, Saipem continued the digitalisation of processes within the Human Resources and Organisation Department, building on the results achieved under the HR digital transformation programme and completing some of the key initiatives launched in previo us years. This programme includes the global Human Capital Management (HCM) Syst em, the Global Payroll initiative, the Travel processes and the evolution of workforce planning, skills managem ent and HR reporting processes.
The global Human Capital Management (HCM) System, a co rnerstone of the entire HR digital transformation programme, serves as the primary tool for integrati ng and managing the Group’s people processes. During the half year, activities to consolidate the modules already im plemented continued, and the release of the Workforce Planning Module was completed, enabling greater integration between workforce planning, recruitment processes and human resource management. At the same time, the Group-wide rollout was completed for the Ncore recruiting tool, enabling full integration between planning, selection, hiring and onboarding processes and ensuring greater availability and consistency of info rmation throughout the entir e human resource management cycle.
Concurrently, the decommissioning of the previous personnel management system was concluded, completing the transition to a singl e global master data source for managing the Group’s personnel information.
Adoption and update campaigns for the Employee Talent Profile were also l aunched, the structure of which had been developed and consolidated in previous years. The Ta lent Profile integrates information on skills, professional experience, dev elopment paths and employee certifications, constituting a strategic information asset to support internal mobility, resource planning and skills development. The initiatives launched aim to increase the completeness and quality of available inform ation, promoting its use in HR and business processes.
As part of the digitalisation of att endance management processes, a pilot in itiative was launched to implement a global Time & Attendance solution. The project w ill assess the effectiveness of a standardised approach to attendance tracking and the management of related processes, with a view to potentially extending it to other Group entities. Following the completion of the globa l rollout of the Travel solution, the release of the related expense management system was initiated for the Group’s Fr ench companies during the hal f year, progressively extending the model already adopted at Corporate level and further s trengthening the sta ndardisation of administrative processes. During the half year, a major project was also launched to consolidate and archive HR data within the company data platform, with the aim of pr oviding integrated, consolidated and easily accessible information for operational, management and analytical purposes. A first component relating to employee records and employment data has already been re leased, enabling the autom ation of the monthly workforce report and forming the basis for the gradual development of further reporting and analytics tools to support the Department’s decision-making processes. During the half year, assessments continued regarding the evolution of HR proce sses dedicated to onboard personnel, taking into account the fleet’s specific operational characteristics and skill management needs. These efforts are aimed at identifyi ng the most effective solutions to support the integrated management, development and empowerment of the offshore workforce.
In the area of data governance, work co ntinued on the Master Data Management initiative aiming at reorganising and optimising the automated and centralised management of Saipem’s critical data. The initiative, currently focused on the project acquisition a nd management process, has reached an advanced stage of implementation, and a unified list of executive projects, classified accordi ng to the shared standard taxonomy, will soon be made available. The programme is part of the broader evolution towa rds a data-driven model through the creation of a centralised dat a ecosystem that provides a singl e, reliable and shared version of information to support operational and decision-making activities.
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In the first half of 2026, Saipem supported the targeted, regulated and effective adoption of the world’s most advanced corporate Generative AI tool and its new agentic capabilities, made available to a total of 15,000 employees, with the aim of minimisi ng time spent on repetitive tasks, allowing employees to concentrate on higher-value work and improving over all wellbeing. The training partnership continued for the co-creation of prompts and AI agent s to be used for recurrent company uses in the different functions, as well as investment in Robot Processing Automation, with 109 automation bots already deployed, delivering a total saving over 66, 000 man-hours since 2022 and with a projected saving of over 15,000 man-
hours for 2026.
Occupational Health and Medicine
Saipem’s health strategy system adopts a comprehensive approach, integrating multip le key areas: workplace health, preventive measures, travel medicine, medical assistance and emergency response, together with preventive healthcare and hea lth promotion programmes.
In 2026, Saipem has further strengthened its health protection and promotio n model, based on the One Health concept, reinforcing an integrated and multidimensional approach that combines clinical prevention, psychological wellbeing, di gital innovation and or ganisational development.
In line with the commitments made under the United Nations Global Compact and the Sustainable Development Goals, in 2026, the health promoti on model has been further developed through the synergistic integration of various intervention levers: information, training, communica tion and operational actions. The initiatives have been designed as part of a cohesive ecosystem, wher e diverse tools – such as educational webinars, informational materials, thematic campaigns, and promotional programmes – work together to drive behavioural change and improve the health of the workforce. Within this framework, prevention programmes, particular ly those targeting cardio vascular health, continue to serve as a core element, accompanied by a steady expansion of screening initia tives, risk factor monitoring, and tailored interventions. In Italy, cardiovascular and oncological prevention programmes continue across all sites, updated in accordance with the latest regional and national guidelines. In para llel, the model for proximity healthcare services has been developed through smart clinics, with dedicated medical staff, r eplicating the established model already in place at international sites. The psychological support service also continues, alongside training and aw areness-raising activities delivered in different formats according to the needs of Saipem’s various operational locat ions. In Italy, a social assistance service is also available to support the overall well-bei ng of individuals, addressing both personal and family-
related needs. Saipem has also continued its efforts to integrate clinical health, digita l tools and organisational aspects. In this area, telemedicine solutions – such as telecard iology and teledermatology – have been prioritised, alongside integrated digital system s for managing health data and supporting decision-maki ng. These tools make health surveillance more proactive, personalis ed and data-driven. They are supported by health data management solutions and process autom ation, which contribute to im proving operational efficiency and the quality of healthcare interventions. In 2026, to move beyond fragmented and reactive models and evolve towards a more proactive, integrated, and risk-prevent ive health management system, an occupational psychology function was established within the Global Health unit. This function is playing an increasingly central role in the Company’s health management system, serving as a strategic lever for improving organisational well being and overall performance. Occupational psychology supports organisational change processes by fostering the development of ke y skills such as emotion management, effective communication, active listening and conflict management. Through structured interventions, the service works closely with the HSE and HR functions to identify and prevent key psychosocial risks, including work-related stress, interpersonal difficulties and the impacts of change on workers. In 2026, individual and collective psychological support initiatives were fu rther expanded, available both in-person
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and remotely, alongside dedicated programmes for manag ers and key personnel to strengthen their role in people management.
Security
The international reference standards gu ide the development of co rporate processes in line with the sector best practices; in other words, ensur ing the adoption of a common lang uage among the various operators. The Saipem security model is based on a t horough analysis of the operational env ironment and understanding of the local context in political, cr iminal, economic, ethica l, social and legal terms, in order to identif y the mitigation measures required to ensure an appropriate “security framework” for the business in which to develop the company’s activities. For the physical safety of people, the reference is the standard UNI 31000 on “Risk management - Principl es and guidelines”.
In the light of the above, Saipem is:
•managing security risk by taking preventive and defensiv e measures, in full compliance with regulations, human rights and the highest international standards;
•promoting the adoption of a uniform and integrated security system to ensure appropriate coordination of emergency and crisis management;
•ensuring the management of informat ion gathered from relevant stakehol ders in full compliance with the law and adopting international best practices;
•promoting the monitoring and management of security risks by designi ng optimal solutions that minimise the impact of adverse events and their likelihood of occurrence;
•setting up the most effective prot ection plans and mechanisms to saf eguard the Company’s personnel and
assets;
•providing training and informati on to personnel on security risks in the work place right from the pre-travelling phase.
These are the main mitiga tion actions underway focusing on physical safety:
•constant coordination between the Security function and all other company functions;
•constant monitoring of the main threats to operational safety and verification of the suitability of the adopted countermeasures, implementation of local security functions at country , operating company and/or project
level;
•cooperation with the Italian Navy to fight piracy and protect the offshore units transiting in the Red Sea
(Operation ASPIDES);
•cooperation with the Ministry of Foreign Affairs and International Cooperation and its Crisis Unit and the local authorities in the countries affected by Saipem operations;
•updating of security plans and procedures;
•the worldwide implementat ion of MyTravel and other self booki ng tools, to guarantee the traceability of Saipem people who travel for work, is being completed;
•strengthening of the corporat e safety culture (e.g. adoption of a “low profile” modus operandi);
•introduction of mandatory Health and Safety traini ng initiatives for the personnel working abroad before leaving (pre-travel induction) and on a rrival (local security induction), as well as cyber security awareness;
•conformity to regulations and sector frameworks (Legislative Decrees No. 81/2008 and 231/2001, ISO 31000 and ISO 27001).
During the first half of 2026, Saipem managed a range of activities linked to the evolving geopolitical situation in the Middle East, including a partial reduction of personnel operating in Qatar, the UAE, and the KSA.
At the same time, security matters related to the partial reopening of inbound and outbound traffic through the Strait of Hormuz were addressed, although the situation is st ill rapidly evolving.
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Cybersecurity
Cyber security remains a fundamental component of Saipem’s Security m odel. In a landscape characterised by increasing sophistication of cyber threats and heightened exposure to cy ber risks due to proc ess digitalisation and the interconnection of corporate ecosystems, Saipem continues to strengthen its prevention, detection and incident response measures to ensure the protection of information, assets, people and business continuity.
During the first half of 2026, the init iatives under the multi-year cyber s ecurity evolution pr ogramme continued, aimed at strengthening digital id entity management, information prot ection, infrastructure security and operational environments. As part of the 2024-2026 plan, initiatives relat ed to Identity Management & Access Governance and key Data Governance activities were completed, while efforts to consolidate and expand projects on network segmentation, data traffic protection, privileged access management and secure remote access to operational technology environm ents and the naval fleet continued. In parallel, the new cyber security evolution plan for 2026-2027 was launched to ensure continuous alignment of defence capabilities with evolving technological, operational and regulatory environments. Promoting a culture of securit y continues to be one of the primary tool s for mitigating cyber risk. During the half-
year, a dedicated training programme fo r Directors and Board members was completed, with pa rticular focus on key threat scenarios, potential business impacts, obligat ions introduced by the NI S2 Directive and emerging risks associated with Artifici al Intelligence-based solutions. Additionally , awareness-raising activities for the company workforce continued, along with the ongoing updating of info rmation published on the institutional website dedicated to cyber security and fraud prevention. Activities to assess personnel awarene ss of key social engineer ing techniques continued through simulated phishing campaigns. During the half-y ear, two campaigns targeting the company workforce and one specific campaign for personnel operating in Saudi Arabia were conducted to improve the ability to recognise and manage human-factor-based attack attempts. With regard to cyber risk management acr oss the supply chain, information secur ity audits of critical suppliers were conducted in the first quarter of 2026. A supplie r awareness programme also continued via Saipem’s Vendor Management platform to prom ote security practices aligned wi th the Group’s requirements and expectations. During the half-year, business impact analyses were completed for systems supporting services where Saipem is classified as an Essential Entity under the NIS2 Directive. These activitie s contributed to consolidating the process of identifying cr itical services and their technologi cal dependencies, supporting risk assessments and operational resilience initiatives. Alignment with NIS2 requirements cont inued according to schedule, with all regulatory requirements met within the set deadlines.
Efforts to strengthen cyber security posture moni toring and control also continued through a centralised verification model to ensure consistent oversight of key security domains and structured monitoring of improvement actions. The first cycle of controls under th is model was completed during the half-year, supported by dedicated dashboards. Saipem also maintains ISO/IE C 27001 certification for security ev ent monitoring and cyber incident management, reaffirming its commitm ent to adopting and maintaining an information security management system aligned with leading international standards. During the half-year, the Security by Design approach was further evolv ed with the introduct ion of specific requirements for Artificial Intelli gence-based solutions to ensure rela ted risks are adequately assessed and managed from the initial design and impl ementation phases. Alongside this, a review and r eengineering of the corporate cybersecurity requirements framework was in itiated to enhance its effectiveness, consistency, and alignment with evolving threats, regu lations, and emerging technologies.
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Research and development _______________________________________________________________________________________________________
Saipem has always focused on technologi cal innovation strengtheni ng its competitive position in the Oil&Gas industry while also leading the way in the energy transition.
In this respect, the first part of the report is devoted to Oil&Gas innovation activiti es while the second part is dedicated to energy transition.
Innovation for the Oil&Gas sector
As regards the offshore Oil&Gas initiatives, t he challenge for new technologies is to decrease the carbon footprint while remaining in areas where the technical and economic chall enges are still evolving with more and more demanding criteria.
In the “Pipeline Technologies” domain there is a strong focus on the qua lity and reliability of operations leveraging our high-end technologies and services. Saipem is co mmitted to the conti nuous development and improvement of our proprietary procedures and tech nologies, enabling the most challenging developments. For welding, this turns into the continuous upgrade and update of the hardware and software features of technologies such as Saipem Welding System (SWS), Submerged Arc Welding (SAW), and SPRINT (the root-pass remelting technology) along with a strong parallel co mmitment to developing new or improved procedures. The same applies for Field Joint Coating ( FJC) with numerous technologies for the a pplication or two- or three-layer FJC systems such as SWIPER (coating rotating extrusion robot), SHRINKA (Heat Shri nkable Sleeve application system), classified at the s econd place of the last edition of our inte rnal Innovation Troph y, SINCRO (internal coating robot), and for Non-Destructive-Testing technologies (NDT) with SONUS, Saipem’s proprietary girth weld inspection system and absolute winner of the last Innovation Trophy. Leveraging proprie tary technologies and unique expertise across the entire engineer ing value chain, Saipem can customise solutions according to clients’ needs and to our vessels to keep the necessary compet itive advantage and ensure the levels of quality and performance required by our clients. This is made po ssible thanks to an intense R&D effort that ensures the delivery of first-class solutions, natura lly fit for purpose. This applies to bot h the SURF (Subsea Umbilicals, Risers & Flowlines) and conventional sectors. Regarding SURF, great focus has been devoted to the Hi gh Performance DEH-PiP (Direct Electric Heating - Pipe-
in-Pipe), a critical asset to guarantee the best flow assurance to manage and opt imise the flow of fluids as oil, gas, water in the pipes; its Technology Readiness Level ( TRL) is continuously improv ing and its qualification almost completed. A concept definiti on and validation are proceeding in part nership with TotalEnergies also for the extension of plastic liners to production lines. Saipem has developed the “Subsea Factory Solutions” industrial platform. This is a new approach to bring process treatment of fluids (oil, gas and water) directly on the seabed, close to the injection wells, by reducing the costs associated to risers and fl owlines, the significant costs for addi tional treatment modules installation on existing topsides and frees up valuable space for production or reduces the size of the new topside facilities, also allowing a significant reduction of emissions by simplification of t he overall architecture. Within this framework, the subsea factory solutions are the key enab lers of brownfields d evelopment projects whenever congested topside or long tiebacks are concerned. FLUIDEEP™ technology for subsea storage and injecti on of chemicals is also at an advanced stage of industrialisation and the final qualification tests ar e currently ongoing. SUBGAS, a subsea gas dehydration and dew pointing unit to overcome t he flow assurance issues and unlock long subsea Gas tiebacks, avails of the qualified oil and gas separator Vertical Multipipe™ which was previously developed and qualified through multiple Joint Industry Projects (JIPs) for deepwater applications. SPOOLSEP™, Saipem’s patented subsea oil/water bulk separator, and the subsea produced wate r treatment technology, designed with Veolia as a partner, have been recently evaluated with interest by operators through dedicated st udies. These technologies, combined together, are applicable also under extreme conditions (i.e. high-water depth and high-pressure separation fields) and are candidate to be used by operators in a testing facility in Brazil .
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Saipem is also progressing with t he development of new technologies such as the “RIser Monitoring System” (RIMS) for enhanced “Life-of-Field”. Thes e technologies, including their evolutions (e.g., fiber optics monitoring), have been successfully qualified and applied in Buzios 5 and Buzios 7 projects; Bu zios 5 RIMS was fully commissioned in early 2025, while the Buzios 7 RIMS system is currently being commissioned on board. Such technology is being offered to support Saipem’s recent co mmercial initiatives, while also being made available to external clients, demonstrating our capability to play a key role in the market as a supplier of advanced underwater monitoring systems. The use of advanced “underwater robotics” solutions, capable of performing complex inspection tasks automatically and without any subsea human presence, represents a cutting-edge technology in the field of unmanned underwater interventions. We aim to be a key play er in this transformation, using some of the most innovative and disruptive subsea robot ics solutions in the offshore market . Such drones are able to perform complex navigation tasks, automatically adapting to environmental conditions and newly acquired inspection data, all of which require advanced control and communicat ions techniques informed by Artificial Intelligence.
The development of our subsea robotic platform is focusing on our Hydrone-R, Hy drone-W, FlatFish and
Hydrone-D solutions:
•the first Hydrone-R vehicle was delivered to Equinor as part of the first ever “Life of Field” contract for an Underwater Intervention Drone, covering 10 years of ser vice in the Equinor “Njord” field off the coast of Trondheim. At present, the system h as achieved the significant result of 240 days of continuous dive.
Hydrone-R has also started to perform complex fully autonomous inspection missions on the Njord field in tetherless condition; while operati ng resident subsea, the Hydrone-R significantly reduces the CO 2 footprint of this type of operation by more than 90% and decreases manning requirements by approximately 70%, offering clients a more cost-effective solution;
•Hydrone-W is the first work-class full-electri c remotely operated vehi cle (ROV) equipped with a revolutionary powertrain and a power management system that minimises energy consumption during operations, being equipped with a fully el ectric 7-function manipulation system . It will be object of a recent collaboration agreement with ISPRA (H igher Institute for Environmental Protection and Research) to support advanced oceanographic activities, cont ributing to the observation, moni toring and study of ecosystems, geomorphology, and strategic infrastructures l ocated in deep-sea and offshore environments;
•FlatFish is our underwater drone (AUV), conc eived to perform complex, autonomous subsea asset inspections without vessel support, it can be launched from a top-side facility or reside on the seabed inside a subsea ROV garage. The development of FlatFish is at a very advanced stage: the system was mobilised for a deep-water test campaign offshore Brazil, then it was deployed in Middle East with a first inspection campaign on about 100 km of pipeline. Petrobras awarded also Saipem a co ntract to FlatFish inspection capabilities with several innovative features to be qualified in the next deep-water campaign in Brazil scheduled at mid-2026. A new FlatFish vehicl e has been built for this purpose and fully tested in 2025 in the Saipem Trieste playground, the offs hore area specifically set for testi ng and qualification of subsea drone;
•Hydrone-D is a hybrid AUV-ROV wi th hovering capability, featuring a modular architecture that enables multiple configurations for Defense critical missions, the prototype w ill be developed in the research project co-funded by the Italian Navy (Programma Nazio nale di Ricerca Militare, PNRM). The Hydrone-D MCM version, specifically for mine counter -measures application, was selected by the Italian Navy for the new generation mine hunters’ programme, it will be delivered to the italian shipyard Intermarine, for each mine-
hunting ship.
The potential of these subsea technologi es within the offshore domain is vast, both for Oil&Gas developments, as well as in non-energy sectors, as in the Defence fiel d (Hydrone-D) where we are continuing to be involved in several public funded projects, as SEACURE from t he European Defense Fund, PROTEUS from the European Space Agency, together with partners such as the Italian Navy, Italian industr ies and academic entities also in the frame of the newly created “Pol o Nazionale della Dimensione Subacquea”.
With regard to the Onshore and Floati ng solutions for the Oil&Gas industry, Saipem is active in improving the efficiency and sustainability of the Natu ral Gas supply chain, with solutions spanning from Liquefied Natural Gas (LNG) to nearshore and floating production. For LNG liquefaction, zero refri gerant proprietary solutions are being further developed to exploit leaner feedstocks and to enhance safety and operability, avoiding the need for
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refrigerants as propane reducing equipment and storages, that is particularly advantageous on floating LNG. For LNG Regasification, proprietary solutions for the co ld energy recovery are be ing proposed to increase sustainability and plants efficiency. In association with the LNG technology, Saipem patented a Telescopic Joint, with an innovative design that allows to absorb pipe’s thermal contraction in cryogenic application avoiding piping loops, with a consistent optimisation of pipeline routing and relat ed construction costs and plant capex reduction. A development and qualif ication programme has been complet ed, including 2”, 4”, 8”, and 20” prototypes, all successfully tested at cryogenic conditions . The 8” and 20” joints have been qualified by DNV, and the 8” model has achieved conformity to PED 2014/ 68/EU, confirming operati onal safety even under extreme conditions. The joint is applicable also on hot applications up to 260 °C, as well as in other cryogenic sectors different from LNG.
Regarding Natural Gas monetisation to fertilisers, activities on t he proprietary “Snamprogetti™ Urea
Technology” include:
•improving resistance to corrosion and fostering cost reduction thro ugh the development, together with Tubacex, of a new grade SuperDuplex material SATURN31™ for applicat ion in the High-Pressure section of Urea plants. This material is ready for commercial depl oyment and first industrial components are already in operation in industrial plants;
•deploying the Snamprogetti SuperCups™ trays (40 refer ences till now), for urea reactor, which drastically increase the mixing efficiency of t he reactant phases, thus boosting the c onversion rate of urea synthesis aiming to significantly reduce the energy footprint of urea production and its CO 2 emissions;
•as regards the integration of our proprietary Urea Technology in the overall a mmonia-urea complex, today Saipem is engaged in the execution of CERES Project in Western Aus tralia, where the novel SynCOR Ammonia™ technology by Topsoe allows outstanding results in te rms of energy efficiency and CO 2 emissions. While executing this pr oject, Saipem is adopting cutting-edge solutions such as extensive modularisation and integrat ion with renewable energy;
•in Urea prilling, the use of our proprietary buckets is being implemented and furtherly developed to extend their application to micro-prills, to satisfy re cent emerging market demand for special uses;
•an innovative solution for Wastewat er Treatment in Ammonia-Urea co mplexes, SPELL technology, is being continuously developed through cooperation with Pu rammon. The last step of the development path is planned for 2026; the industri al site of Yara’s fertilizer plan t in Ravenna has been selected for an experimental campaign.
In relation to “High Octane technologi es”, the identification and investigation of new possible co nfigurations, for etherification unit to further reduce energy intensity of the entire process, are underway.
Innovation for energy transition
The following section describes the activities regarding energy transition and more in general all our initiatives designed to improve sustainability. In the medium term , targeting progressive de carbonisation of energy and overall CO 2 emissions reduction, also in the energy-intensive sectors (Hard to Abate), we are pursuing several initiatives that, together with energy e fficiency, reflect the following main p illars (several mutual interconnections can be found among them):
•CO 2 Management and decarbonisation of Hard to Abate Industries: aiming to pr oduce energy and products still using fossil fuels while significantly reduci ng their associated climate- altering emissions;
•offshore renewables: mostly offshor e wind but also floating solar;
•geothermal: not only a continuous renewable source to pr oduce electricity but also a source of zero-carbon heat for the Hard to Abate Indus try and district heating and cooling;
•hydrogen: we see it both as a low-carbon chemical in termediate and as an energy carrier (including derivatives like ammonia and methanol) that can partially replace Natural Gas in those applications that are difficult to electrify;
•low/carbon emissions fuels: biofuels, synthetic hydrocarbon liquids and gases (biogas, synthetic methane);
•offshore nuclear: a zero-carbon ener gy source that can efficiently and sustainably support growing energy needs and ensure the diversification and security of energy supply;
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•circular economy: improving management of resources, reducing import of raw materials, eliminating waste, and maximising the circulation of products;
•water source management: this resource is precious a nd critical, and we have started a dedicated effort.
Saipem has recently put its attention also into offshore data centres aiming to find the best trade-off between digital transformation and energy tra nsition taking also care to preserve the precious water resource so important for their cooling.
CO 2 Management and decarbonisation of Hard-to-Abate Industries The recent contract acquisitions of Tangguh, in Indonesia, for the East Co ast Cluster in the United Kingdom, and of Stockholm Exergy for the exe cution of a large scale Bio-Energy CO 2 Capture (BECCS) project in Sweden, confirm the strong background of Saipem in Carbon Capture, Utilisation & Stor age (CCUS) thanks to experience in capture process technologies, transportation of fluids over long distan ces, conversion of CO 2 into chemicals and offshore drilling for CO 2 injection.
Saipem has extensive experience in a ll commercial technologies related to CO 2 capture, due to our vast knowledge of natural gas treatment, and of refi neries. Additionally, Saipem developed the “CO 2 Solutions by Saipem” technology, which aims to reduce the cost and environm ental impact of capturing CO 2 from combustion processes. This technology uses an absorption process with a carbonate solution enhanced by a proprietary enzyme that can operate under favourable process condi tions, with mild temper ature in regeneration.
We have applied our “CO 2 Solutions” technology in Bluenzyme™ 200, a modularised system for post-
combustion carbon capture having a nomi nal capture capacity of 200 tonnes of CO 2 per day; Bluenzyme™ is a compact and effective solution that can be brought quic kly to the market and be applied to post-combustion emissions from new or existing plants. Bluenzyme™ solution was selected for two new projects, the former with Hera Ambiente in Ferrara, Italy (see also later) and the Ren-gas project in Tam pere, Finland, to produce e-
methane from the 40,000 tonnes/y captured CO 2.
We are also actively participating in the EU-funded “ACCSESS” innovation project, involving 18 European partners (with Sintef as the coordinator) in t he frame of the Horizon 2020 programme. ACCSESS is demonstrating the capture of CO 2 from flue gases coming from several hard- to-abate industries such as pulp and paper, cement production and waste-to-energy. A 2-tonnes-per-day p ilot plant, previously designed for amine solvent, was modified and operated with our CO 2 Solutions technology since 2022. Pilot unit has been integrated with a novel Rotating P acked Bed (RPB) absorber unit developed by Prospin and constructed by Proceler, which can be operated as alternative to convent ional absorption column. All the operational campaigns have been completed, the last at the Heidelberg Materi al plant, in Górażdże (Polan d). At the cement plant, pilot has been successfully started up (mid 2025) and operated with both conventional col umn and the innovative RPB absorber, capturing CO 2 at full design capacity. This result not only confirms the system’s operational reliability under real industrial conditions but also reinforces the project's ambition to make CCUS scalable and accessible across sectors. In addition, we have also entered into a non-exclusiv e cooperation agreement in the field of carbon capture with Capsol Technologies ASA, building on t he experience matured from the Stockhol m Exergi BECCS project where their technology is adopted; this initiative forms part of Saipem’s broader strategy in widening its portfolio of solutions for carbon capture, with a specifi c focus on potassium carbonate-based solvent (CO 2 Solutions and Bluenzyme included). Since 2024, Saipem is active in the Horizon Europe project “COREu”, always coordinated by Sintef. It is a large Research and Innovation project ai ming to demonstrate key technologi es for the entire CCS value chain, supporting the development of CCS routes linking emitters with storage si tes. Therein Saipem is contributing to improving models for the saf e design and operation of CO 2 transport networks and to support safe and long-
term storage for the injected CO 2. In this respect the previously m entioned Flatfish will be used for subsea leakage monitoring as an underwater autonomous drone integrated with a CO 2 detection system with a “sensors fusion” approach. Saipem is also part of gigaCCS, a research centre for Carbon Capture and St orage involving more than 40 partners including research centres, i ndustrial players and Oil&Gas operators.
Offshore pipelines and vessels transport, in conjunction with the onshore infrastructure, will serve as pivotal enablers for the future implementation of CO 2 value chains. The repurposing of existing Oil&Gas infrastructure is a critical option that must be thoroughly evaluated. The approach to extending life and reusing existing offshore pipelines is particularly relevant, given the costly and comp lex nature of decommissioning and
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dismantling processes. Sai pem plays an essential role in this dom ain, driving advancements and pioneering innovations in CO 2 offshore pipeline technologies and vessel transport technologies.
Saipem is strengthening its leadership in offshore CO 2 pipeline transport by activel y contributing to three key JIPs: DNV CO 2 SafePipe, DNV CO/CO 2 Cracking, and SINTEF DACOLSS-CO 2-NL. This resulted in unique full-scale subsea CO 2 release data, advancements in running fracture modelling and operati on of carbon dioxide pipelines, consolidating the techni cal basis for safe and reliable CO 2 pipeline design. Data from the subsea CO 2 release experiment will be used during 2026 to validate Sa ipem’s proprietary subsea dispersion software, PolPlumePlus™, a key tool for the Quantitative Risk Assessment of CO 2 pipeline projects.
Our associated Norwegian company Moss Maritime has developed solutions for vessel transport of liquefied CO 2 to collect and store CO 2 from various industrial sources and deliver it to either onshore terminals for piping into final storage site/reservoir or to deliver the CO 2 offshore directly to the storage site.
Offshore renewables
Saipem keeps investing in the Offshore Wind busi ness in both bottom-fixed and floating solutions.
Regarding bottom fixed solutions, Saipem has completed and validated the generic design of a two-piece jacket for midwater depths (50-80 m) and wi nd turbines up to 20 MW and started the development of a new modular concept extending the portfolio of products Saipem can o ffer in this segment. Saipem has completed several studies to optimise Saipem S7000 heavy-lift capability for Gr avity Based Structures and tall jackets, while also assessing the latest technologies and equipment for installation campa igns, including Noise Abatement Systems, Relief Drilling equipment, mechanical sea-f astenings and Foundation Stabilisation grippers.
For floating wind, Saipem has been testing the adapta bility and scalability of our STAR1 semi-submersible technology for different types of turb ines and environmental co nditions: STAR1 design could be successfully adapted with only minor geometrical m odifications for all the conditions. Sa ipem also kept on progressing for its industrialisation, high productivity solutions (fit-up, welding, non-destructive testing, etc.); they are being validated internally and through the RECIF JIP, support ed by ADEME, French Energy Transition Agency. We are also engaged in the “FloatFarm” Hori zon Europe project, started early 2024. The project aims to significantly advance the maturity and competitiveness of floating offshore wind technology and will see the deployment of a small-scale STAR1 prototype in the gulf of Naples, toget her with the Italian CNR a nd the other partners of the project. The construction of STA R1 prototype is near to completion and installation at sea is planned in summer 2026. Saipem is also part of a conso rtium developing a digital twin solution for offshore wind parks, the project is supported by the Italian Minist er for Environment and Energy.
In offshore renewables, we are also developing XolarSurf, a floating sola r park technology designed by Moss Maritime for severe wave conditions. A prototype deployed offshore Frøya, Norway, demonstrated the potential of robust, scalable floating solar solu tions. Besides being a utility-scale power solution in many geographies, also smaller capacity energy islands, integrating solar, wind, and battery solutions in one system, it may support the electrification of existing oil and gas assets, including floating and subsea in frastructure, while also offering potential applications within aquaculture.
Geothermal
An R&D programme has been developed to position Saipem in a new ener gy landscape by investigating solutions aimed at reducing costs, improving performance, and enhancing the reliability and scalability of geothermal projects. Research ac tivities address both conventi onal geothermal developments and next-generation solutions, with a parti cular focus on deep low- and medium- enthalpy resources, which are more widely available and geographically di stributed than conventional high- enthalpy systems, as well as on innovative non-conventional concepts s uch as closed-loop geothermal systems.
Italy is particularly rich in ge othermal resources, and its subsurf ace has been extensively explored and characterised through decades of Oil&Gas activities. Build ing on this heritage, Saipem is developing a new methodology to assess geothermal potential by integrat ing industrial models with existing technical mapping and available subsurface data.
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Moving from ready to market solutions to breakt hrough developments, the follo wing key research areas have been identified, leveraging compet encies and technologies transferr ed from the Oil&Gas sector:
•Reuse of Oil&Gas infrastructure and know-how to develop an integrated met hodology for low- and medium-
enthalpy geothermal projects, leve raging subsurface knowledge to r educe costs, time, and environmental impact. Within this framework, an innovative industrial PhD progra mme has been launched in collaboration with the University of Urbino to further advance methodologies a nd technologies for geothermal resource assessment and development.
•Recovery of co-products from geothermal systems, including the possibility to extract from geothermal brines critical minerals (such as lithium) fundamental for both ener gy and digital transitions.
•Development of closed-l oop geothermal systems (Advanced Geothermal System) to extract heat without fluid production, elimi nating geological risks and reducing enviro nmental impact. Research activities focus on innovative heat-exchange designsand modular configurations for scalability.
•Optimisation of geotherma l power generation systems , through the development, in collaboration with Politecnico di Milano, of an advanced tool for the systematic design and optimisation of binary geothermal plants, aimed at maximising energy efficiency and economic performance under different resource conditions.
•Assessment of offshore geothermal feasibility to enhance marine resources, leveraging Saipem’s deep-water expertise.
Furthermore, Saipem recognises the importance of geothermal energy also for the hybridisation of close-to-market projects by carrying out the integration of our ow n carbon capture technology, CO 2 Solutions, with low-to medium-enthalpy geother mal energy. In this respect, our Bluenzyme™ 200 solution, suitable for utilising heat recoverable from low-temperature sources, can further reduce em issions by leveraging geothermal energy as a clean process energy source; this concept is being concretely applied in the previously mentioned CapturEste project by t he Hera Group and Saipem for the decar bonisation of the waste-to-energy plant of Herambiente in Ferrara, which was se lected in 2024 by the European Innovation Fund.
As regards geothermal, collaborations with research centres are being defined, recently, Saipem signed a Memorandum of Understanding with the National Rese arch Council (CNR) to support Italy’s energy transition, focusing on the development of inno vative and advanced technological so lutions across several strategic sectors, including geothermal energy and mineral recovery from brines.
Hydrogen, Low Carbon Ammonia and Energy Efficiency Saipem can design, size and execute industrial plants using green and blue hydrogen t echnologies for industrial sectors, both the conventional ones to produce Hydrogen to be used as a chemical intermediate and those ones for hard-to-abate sectors where electri fication is not feasible. Saipem provides industrial solutions such as large-scale electrolyser plants for hybrid industrial applications, incl uding those defined by the low carbon ammonia and green hydrogen valley projects; to improve costs and schedule for these projects, Saipem has developed pre-designed and modularized solutions, such as IVHY-100, with 100 MW of atmospheric alkaline electrolyzers, hydrogen tr eating and compression.
Technology innovation activities are al so focusing on the integration of gr een hydrogen with biofuel production and bio-hydrogen pathways, as well as new membr ane features, such as tubul ar membranes capable to introduce new scale up concepts beyond electrolysis tec hnologies, aiming large scale production and different hydrogen typologies. With regar d to bio-hydrogen new technology principles/typologies wi th different maturity are entering the market and allows synergy among various feedstocks and value chains: Saipem is performing a large technology scouting of differ ent options with the purpose to assess and select technologies with distinctive features/advantages fo r interesting market opportunities.
The SPV (Special Purpose Vehicle) constituted by Edis on (major industrial s hareholder), Sosteneo (Generali Investments) and Saipem is deeply involved in the Pug lia Green Hydrogen Valley (PGHyV) project, a key step in the development of Italy's largest Hydrogen Valley. The project aims to build two green hydrogen production plants in Italy, in Brindisi, and Taranto for a tota l capacity of 160 MW and powered by renewable electricity provided by dedicated 260 MW photovolta ic plants, as well as by the elec tric grid via green power purchase agreement. The two plants will produce up to 260 million cubic metres of renewable hydrogen per year and 160,000 tonnes of CO 2 emissions reduction. The produced green hydrogen will be transported to end users through a repurposed pure hydrogen pi peline and new connecting ancillary gas network, combining several H 2
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applications into an integrated H 2 ecosystem. The project has achieved a €370 million grant by IPCEI (Important Projects of Common European Interest) f unding for the infrastructural project s, named Hy2Infra, the third IPCEI to support the development of hydrogen infrastructure in Europe. In this frame, Saipem assessed and scored a short list of electrolysis technology pr oviders, and the SPV has selected t he technology solution that best fit the project requirements. Saipem has al so been awarded for a FEED contract by the SPV to design an engineering package based on the select ed electrolysis technology.
Since 2020, Saipem has been engaged in a R&D programme dedicated to offshore H 2 pipelines, focusing on four key areas: standardisation, materi al testing for operational pipeline systems, technology re adiness (including welding, coating, inspection, and monitoring), and predictive modelling for design and operation. This initiative enabled Saipem to secure a Technology Qualification Statement from RINA for its methodology in assessing the performance of metallic materials and their welds in subsea pipelines. Saipem has al so been an active participant in DNV's JIP H2Pipe from its incepti on, addressing safety aspects, incl uding risk assessment methodology and quantification of hydrogen release consequences in an offshore environment. H2Pipe finalised and completed the public hearing of the first struct ured, industry-accepted guideline for H 2 pipelines offshore covering the full lifecycle from design to cons truction, operation and requa lification; Saipem played a key technical role in that exercise. In parallel to the standardisation activity, Saipem completed experiment al endurance tests in hydrogen environment for girth welds. With the competence developed in this sector and the need to improve the integrity management of the pipelines in the ener gy transition scenarios, Saipem also filed a patent application on a system based on proprietary tools for monito ring, integrity predict ion and risk assessment.
Moreover, Moss Maritime is involved in the design of large-scale ve ssel transportation of a liquefied hydrogen (LH 2), currently being further developed with the support of energy majors.
Ammonia is a carbon-free molecule whi ch can be liquefied under mild conditio ns; hence, it is widely recognised as one of the pivotal elements of t he energy transition both as a hydrogen ca rrier and as a direct fuel. Leveraging decades of experience in the executi on of Ammonia projects, Saipem is nowadays at the forefront in the implementation of solutions that a llow the development of t he whole ammonia value chain, with initiatives ranging from Blue Ammonia prod uction with providing solutions to achieve the highest possible carbon capture rate (up to 99%) to large infrastructures, also requir ed for ammonia storage and transportation, as well as for its cracking, when ammonia needs to be reconverted to hydr ogen. Saipem is developing innovative solutions for large ammonia terminals, such as the use of Gravity Based Structures, which are already under consideration by a few prospect clients in engineering studies and F EEDs for ammonia storage, cracking and pipelines.
Finally, energy efficiency is a key pillar to lowering emi ssions: Saipem has a long experience in the Oil&Gas and Energy sectors, and, leveraging on that, technology innovation is focused on ther modynamic energy storage solutions, integration and electrifi cation of energy systems, as well as im proved power generati on with possible CO 2 recovery at high pressure.
Low Carbon Emissions Fuels The energy landscape drives Saipem to look with increasing interest at the technologi es of Low Carbon emission fuels production, both liquid (biofuels, recycled carbon fuels and Hydrogen based - synt hetic fuels) and gaseous (biogas, synthetic methane and bio-LNG). While these f uels provide today a sma ll percentage of global energy demand, they will be key to decarbonise long-distance transportation. As technology integrator and developer, Saipem is executing several bio-refineries projects in It aly to convert waste and renewable raw materials into Hydrotreated Vegetable Oil (HVO) and S ustainable Aviation Fuel (SAF), and is in volved in various initiatives, aimed at driving its customers to select and develop the most suitable technology paths to these products. Saipem is collaborating with the Politecni co di Milano to develop an advanced platfo rm which integrates key elements such as feedstocks, intermediates, final pr oducts, technology pathways and relate d options with the evaluation of TRL and business potential, together with a regulator y analysis. Additionally, we ar e assessing technologies that can convert biomass into SAF through bio-isobutene inte rmediate production, then exploiting proprietary C 4 valorisation technologies. Alternativ e pathways are also being investigat ed for the production of low-carbon fuels, based on technologies such as oxy- combustion and thermolysis/gasifi cation using waste or biomass as feedstocks.
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Offshore Nuclear
As regards nuclear energy, Saipem has the aim of further strengthening our efforts in achieving Net Zero objectives within 2050. Nuclear energy is an energy source that can effi ciently and sustainably support growing energy needs and ensure the diversificati on and security of energy supply. In this light, Saipem is evaluating, together with partners (Femto Energy and newcleo), the potential applications of the new generation of compact reactors (SMR - Small Modular React ors) for offshore plants, to generate power and high temperature heat with very low-climate changing emissions. Wi th newcleo Saipem has identified i nnovative solutions for the offshore application of the newcleo’s technology , including the realisation of a f easibility study on the development of floating nuclear prototypes, connecting to the grid on land or to other users.
Circular economy
In this field, Saipem strategy is mo stly aimed at facing the c hemical recycling of plastic waste, turning it into valuable products. A parti cular focus regards PET (Poly- Ethylene-Terephthalate): Sa ipem and Garbo, an Italian chemical company, are supporting the deve lopment and industrialisation of a PET glycolytic depolymerisation technology, named ChemPET, pr oducing the intermediate ester of the traditional PET synthesis from fossil based raw materials, to be used to produce chemically r ecycled PET, with the same properties and applications of virgin PET. In such a framework, the focus is moving also on the possi bility to use mixed PET-rich fibers waste as a feedstock to the process, since t hey currently represent 65% of the total virgin PET production and after end of life have no other fate than incineration and landfill.
The ReNova ChemPET project has been very recently sele cted by the EU Innovation Fund call for Net Zero technologies mid-scale projects, and now it has started. The total fundi ng allocated to the project amounts to approximately €15.5 million.
The other main plastic waste stream targeted as opportunity to provide an alternative solution to its current end of life (i.e. landfilling and incineration) and representing a business opportunity for Saipem is the polyolefins-rich plastic mix waste (the so called “Plasmix”): in that respect we are collaborating with some selected technology provider. Finally, a collaboration agreement between the Hera Gr oup and Saipem has been signed to support third companies and local areas in their journey toward the ener gy transition and the circular economy, with innovative solutions that combine sustainability with competitiveness.
Water Resource Management Saipem is undertaking its journey in this sector dividing activities into four main clusters: wast ewater treatments, primary water treatments, water infrastructures, water recyc ling and reuse. In addition to the activities underway, previously described on wastewater treatment in fert ilizers plants, a further opportunity has emerged from contacts with a leading international company active in the water treatment sector for the potential application of the SPELL solution (the above-mentioned wastewater treatment) in agriculture.
Intellectual property
Within the overall technology inno vation activities, Saipem filed 6 new patent applications in the first half of 2026.
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DIGITAL and ICT SERVICES
In the first half of 2026, cost rationa lisation and investment optimisation act ivities continued in the Digital and IT area. Within this global context, t he company maximised its efforts to cont ain operating costs while ensuring the investments required to adopt digital solutions aligned with business needs, as well as the targeted and regulated development and adopti on of artificial intelligence.
In particular, the following remained in place in the first half of 2026:
•Saipem’s digital roadmap, with pa rticular focus on generative artificial intelligence t ools, to enable the full integration of the digital needs of staff functions with those of the business verti cals and engineering
processes;
•the guidelines of the digi tal programme and its focus on improving t he efficiency of work processes, while containing current expenditure, opt imising existing resources, and leve raging the new opportunities offered by artificial intelligence to speed up assessment and coding activities. In particular, replatforming activities have been launched for platforms such as the tool for managing engineering and constr uction activities of the Asset Based Services business line (Digital Collaboration) and the proj ect document management
system;
•specific company-level objectives to promote people’s safety and the integrity of company assets.
In addition, the “AI in Engineering for Projects” progr amme for the development of technology solutions based on artificial intelligence has been accelerated. In 2026, this involves the adoption of twelve applications developed in 2025 on Saipem architecture and the development of a further ten applications.
In the second half of 2026, an initiative will be launched to review and technologically replatform the data platform. The objective is tw ofold: on the one hand, to foster the cross-functional adoption of artificial intelligence across all corporate functions; on the other, to strengthen the central role of information management. In this context, the project will aim to cent ralise company data, recognising it as a strategic asset, and to enhance its value effectively. This will improve the quality and availab ility of information, while also accelerating decision-mak ing processes and making them more timely.
The EPC Integration (Engineeri ng, Procurement, Installation) development area is dedicated to centralising and standardising data from vertical system s of the individual functions and to integrating work processes within the execution of EPCI projects ( Engineering, Procurement, Installation, and Commissioning).
EPC Integration includes two ma in complementary initiatives.
The first is the “EPIC” (Engineeri ng, Procurement, Installation, a nd Commissioning) vi sualisation and collaboration platform, for which suppo rt activities continue for the adoption of applications that have already been industrialised, thanks to information campaigns and the provision of onboarding, training and user support services. In addition, a particular focus is being maintained on implem enting fixes and new functionalities requested by stakeholders. The second relates to the adoption of t he “EPC Digital Platform”, which aims to standardise and integrate plant engineering and material management processes with supply chai n and construction processes. The core package of this initiative is being used on the Live rpool Bay pilot project and will be used on the Uthmaniyah project. For the Installation/Offshore Construction phase, de velopment activities conti nue for the Offshore Vessel Simulator for modelling the JSD6000 and Saipem Constellation vessels, the release and adoption of the Vessel Reporting System (VRS) 2.0, and the completion of the development phase of the Pipeline Productivity Tool (PPT) 2.0, tools for monitoring and analysing offshore productivity.
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During 2026, the new architect ure of the IoT Data Platform (Internet of Things) was developed and tested. In parallel, the digital modernisation plan for our fleet and the planning of future technology solutions are evolving.
This initiative will transform the ty pical processes of asset management, improving them through greater use of decisions driven by data and algorithms, such as predictive maintenance and operational dashboards.
The programme paradigm is to increase governance levels over the data generated by our assets, using advanced analytics techniques to suppor t decision-making processes and e fficiency recovery in operations, including fuel management, and sustainability, including greenhouse gas (GHG) emissions.
The digital platform consists of a cloud component res ponsible for the centralised collection and processing of all data from the assets, which are equipped with an Edge Computing compo nent installed on board to optimise computing capacity and data trans mission even under suboptimal conditions.
To date, this component has been installed in its preliminary version on board the following drilling fleet assets:
Scarabeo 8, Santorini, and Saipem 12000, and the follo wing offshore construction fleet assets: FDS 2, Constellation, Saipem Endeavour, Saipem 7000, and Castorone. Specifically, digital solutions have been completed for the Asset Based Serv ices business line in support of:
•anomaly detection: an initial fault prediction model for the S7000 power generators is available and will be tested during 2026;
•digitalisation of onboard logbooks;
•digitalisation of management of change asset processes;
•bid preparation and optimisation;
•a portal for sharing 3D printing models on board;
•a pilot for the development of a platform to manage drone missions, including quadruped drones, in support of operational and HSE activities;
•a pilot for the creation of an Asset Information Model to aggregate and correlate information and databases relating to offshore vessels and onboard systems, assessi ng possible integrations with existing solutions for asset and operations management.
The following new initiatives have also been launched:
•an innovative system using LIDAR (Light Detection and Ranging) technology to monitor construction
progress;
•use and adoption of a new video an alytics algorithm on the S3000 vesse l and at several onshore operating sites in support of HSE, to increase worker safety;
•the preliminary assessment of the use of new pa ssive exoskeleton technologies to support workers;
•testing of stress detection for volunteer workers during drilling operations at the Saipem drilling simulator.
The main milestones of the rollout programme for the electronic permit to work, aimed at strengthening onboard safety management when operating on our vessels, h ave been completed; the pr ogramme has been extended to yards and offshore vessels. In this context, all vessels have been equipped with a 3D wo rk permit viewer, a simple and intuitive tool that enables the assessment and management of simultaneous onboard operations and more effective planning of future work. The assessment and implementation of HSE technologies to improve onboard safety continues, such as Smart PPE (Personal Protective Equipment) and the LiSa Hyper Harness, the smart harness designed to increase the safety of workers at height by integr ating sensors and artifici al intelligence to monitor the correct use of the protection system. As part of support for staff processes:
•the project to replace the SAP ECC6 environment wi th the production launch of the new S/4HANA was
successfully completed;
•the programme for the standardisati on and integration of the travel services management process, from booking to reimbursements, was successf ully completed, also with the aim of producing si ngle, integrated
reporting;
•the programme for digitalisati on, automation, and optimisati on of work processes continues;
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•the new personnel management platform has been consolidated and further enhanced, and the previous platform has been permanently decommissioned;
•analyses have been started to further consolidate project control, progress monitoring, and economic planning tools.
The technological evolution and transformation process to rati onalise and modernise information assets (applications, platforms, architectures, and data infrastructures) continues; this initiative is confirmed as a key enabler of the programme to harness the value of data.
The project to catalogue data sources and set up the environment for their governance – as well as to adopt new tools for managing and optimising centra lised infrastructures – continues.
Efforts continue to update people’s skills for the adopti on of new generative artifi cial intelligence technologies, supporting the integration into working life of chatbots and personal productivity assistants such as Microsoft Copilot 365, through activities aimed at strengthening accountability in awareness, culture, risk assessment attitudes, and risk management related to the accelerat ion of digital transformation driven by artificial intelligence. Alongside the development of digitalisation and digital tra nsformation initiatives, effo rts have been intensified to monitor and maximise return on investment. This has been achieved through targeted and shared actions aimed at facilitating the necessary cultural and behaviour al changes, strengthening employees’ digital skills, and promoting the adoption of new technologies.
In addition, the development phase has been launched for a system integrated into Saipem’s technology architecture, aimed at collecting data, assessing the adoption of new digi tal tools, and measuring the effects on Saipem’s processes, business, and people re sulting from digital transformation.
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RISK MANAGEMENT
Saipem is committed to promoting and maintaini ng an adequate internal control and risk management system, comprising instruments, organisational structures, and procedures designed to safeguard corporate assets and ensure the effectiveness and efficiency of internal processes, reliable fi nancial reporting, as well as compliance with laws and regulations, the Arti cles of Association a nd Group procedures. To this end, Saipem has adopted and developed over time an Integrated Risk Management model that forms pa rt of the internal control and risk management system. This model is aim ed at ensuring a structured, consis tent and comprehensive view of the Company’s principal risks, prom oting methodological coher ence and alignment of supporting tools, and strengthening, at all organisational levels, shared awar eness that effective risk i dentification, assessment and management can positively contribute to the achievement of strategic obj ectives and to the creation of sustainable corporate value. The structure of the Group's internal control system assigns specific roles to the management and control bodies, supervisory bodies, Group management and all pers onnel. It is based on the principles contained in the Code of Ethics and the Corporate Governance Code, as well as on applicable legislat ion, the "CoSO Report" and national and international best practices. Additional information on the inter nal control and risk management system, including details concerning its architecture, instruments, a nd design, as well as the roles, responsibilities and duties of its key actors, is included in the "2025 Corporate Governance and Shareholding Structure Report". The Integrated Risk Management model, which involves all corporate structures, incl udes the identification, assessment and analysis of the company risk profile and the appropriate implem entation of possi ble mitigation actions, including the transfer of risks to the market through insurance processes.
The risk assessment is performed by management du ring risk assessment sessions, i.e., meetings and workshops coordinated by the “Integr ated Risk Management and Compliance” function every six months with the involvement of the business and corpor ate staff functions, as well as relev ant subsidiaries identified on the basis of economic, financial and qualitative paramete rs. The risk assessment, which leverages the activities and specialised expertise of the risk management focal points operating across the different cor porate areas, is aimed at identifying events t hat could compromise Saipem's strategic and operational object ives, taking into account both the potential developments in the business and organisation m odel and Group procedures and the changes in the external context (specifically, political, economic, social, technological and legal aspects), as well as in the industry and competitors. The emerging market d evelopment issues arising out of the energy transition, associated with an increasing focus on environmental sustainability, social responsibility and governance objectives, could have imp lications for Saipem’s stra tegic positioning. To guard ag ainst potential risks deriving from these issues, the Company has long since implemented an integrat ed and continuous process of identification, assessment a nd management of the various types of E SG risks (“Environmental”, “Social” and “Governance”), in line with the reference internati onal standards. Drawing upon the findings of the risk assessment sessions, this iterative proc ess prioritises the risks and is one of the preliminary steps supporting the materiality assessment, whose results are subsequently taken into consideration in the risk management activities, ensuring that the assessment of the ESG top ics is integrated into the overall risk assessments. For ESG risks related to climate change in particular, a quantitative/financial assessment of their impacts during and beyond the Plan horizon is also performed. For more details refer to the section “Risk management and internal controls on sustainability reporting” of the “Annual Report as of December 31, 2025”.
Finally, Saipem has developed a process to monitor the main risks on a quarterly basis through specific indicators that measure the evolution of risks and the effectiveness of the related mitigation activities.
Given the nature of its business, Sa ipem is exposed to potential risks falling into one of the following categories:
•strategic;
•operational;
•external.
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The occurrence of unexpected events can have negative effects on the Company's operations and commercial activities, and therefore on the financi al position, performance, and cash flow. As regards the current geopolitical situation, it should be not ed in particular that:
•no residual operational activit ies are carried out in the Russian Federation and/or with Ru ssian clients; see the section “Guarantees, commitment s and risks - Legal proceedings” in the “Notes to the condensed interim consolidated financial statements” for more details regarding the disput es still outstanding. The updated Group’s Strategic Plan does not envisage the acquisition of new contracts in Russia;
•in the Middle East region, the situation is continuously monitored and, following the attacks of February 28, 2026, all necessary measures have been implemented to ensure the safety of onshore and offshore personnel operating in Saudi Arabia, Qa tar, the United Arab Emirates, Kuwait and the Red Sea, as well as the protection of assets, while safeguar ding business continuity. The Group promptly activated its Crisis Management protocols, deploying dedicated teams both at local and central levels and implementing emergency procedures in line with the gui delines issued by the Crisis Unit of the Italian Mi nistry of Foreign Affairs and the relevant local authorities. With reference to projects currently under execution in Qatar, Saudi Arabia and the United Arab Emirates, Saipem mainta ins close and ongoing coordinati on with its clients and local partners in order to continuously assess devel opments on the ground and verify the conditions for safe operations. In Israel, negotiations with the client of the Haifa project regardi ng the redefinition of the scope of work and the allocation of responsibilities wi thin Israeli territory were successfully concluded by the end of 2024, thereby limiting the Gr oup’s exposure in the area. The continuation of the crisis in the Middle East and/or any potential escalation could have imp lications for the Group’s activities, both for ongoing projects and future initiatives in the region, and more generally for global Oil&Gas and energy markets, investments, global trade and suppl y chains. The extent of such imp acts will depend on the evolution and duration of the conflict, which remains particularly complex given the number of actors involved and the rapidly changing geopolitical landscape;
•the geopolitical scenario in Latin America is al so under constant observati on. The developments recorded in Venezuela at the beginning of 2026 – as well as potential regional evolu tions – could affect Saipem’s activities and outlook also in neighbouring countries. At a global l evel, such dynamics may have medium- to long-term repercussions on energy markets and international trade.
The current international climate of uncertainty is further heightened by trade tensions arising from the imposition of tariffs on certain goods by the United Stat es. While these measures have not yet had a direct significant impact on the Gr oup’s activities – given its limited operations in the US – they may indirectly influence the global energy market by affecti ng commodity prices, energy sector investments, and, more generally, the performance of the world economy. In light of the current context, char acterised by the worsening of geopo litical conflicts and influenced by a combination of geoeconomic effects, i ncreasing restrictions on global trade , market fragmentation, inflation, and volatility in Oil&Gas prices, it should be noted that the Company’ s expected revenues, and consequently the margins achieved, may be subject to fluctuations, with potential adverse effects on its financial position, performance, and cash flow. For a broader discussion of the main risk factors identified, analyse d, assessed and managed by management, the main areas of potential uncertainty taken into consideration in drafting the consolidated financial statements are reported below. See the “Notes to the consolidated financial statements” for information on liabilities for risks provided for and the section “Guarantees, commi tments and risks - Legal proceedings” for the most significant legal proceedings.
List of risks 1. Financial risks 2. Country risks 3. Biological/pandemic risk 4. Risks related to the supply chain 5. Cyber risks 6. Strategic risks and project acquisition risks 7. Project execution risks 8. Risks associated with l egal proceedings (legal, admini strative, tax and labour)
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9. Risks associated with asset management 10. Risks related to human resources 11. HSE risks 12. Risks associated with client contract management 13. Compliance risks 1. Financial risks
Description and impact Saipem operates in a business charact erised by the risk of cash inflows not being aligned in timing with cash outflows, as well as by the risk of margin erosion, which may expose the Company to liquidity risk , i.e. the risk of being unable to meet its payment oblig ations, which may adversely affect it s economic results should the Group be required to incur additional costs to fulfil its obligations . As a worst-case scenario this could lead to a situation of insolvency, thereby posing a risk to the Company’s business continuity.
In addition, the instability of the macroeconomic and geopolitical scenario or other operational aspects could cause a deterioration in the financial pos ition of clients and partners involved in project execution, exposing the Group to credit risk , i.e. the possible failure of a commercial counte rparty to pay amounts due (i.e. delayed and/or non payment or failure to meet financi al obligations) with the consequent need fo r Saipem to make up part or all of the shortfall. These dynamics could have significant, unpla nned, negative effects on the cash flow; they could cause the deterioration of net working capital and the econo mic-financial situation, with reputational consequences in the industry of reference and/or in the financial markets.
Saipem is also exposed to risks linked to the availability of bank guarantees required to support bids to clients and project execution. The main causes of this risk relate to: (i) increase in total amounts required to cover new awards; (ii) greater use of credit lines for projects in JV, should Saipem be required to replace the partners that are unable to provide the guarantees for their own shar e; (iii) partial drop in financial support from European banks for conventional “Oil” projects. In the event of delays or inability to source adequate lines to support its initiatives, Saipem would have to change or reduce its strategic objectives, with consequent negative effects on its business and prospects, as well as the Group's financial position, per formance, and cash flow.
Mitigation
The management, control, and reporting of the financial risks are based on a Financia l Risk Policy, issued and periodically updated at corporate leve l with the aim of standardising and coordinating the Grou p’s financial risk policies. Specifically, financial risks are controlled through the periodic cal culation of several Key Risk Indicators (KRI) which are subject to specific attention threshol ds periodically updated according to the evolution of the business. The control activities established by the Fina ncial Risk Policy also include escalation procedures to be followed if the risk thresholds set by the KRIs are exceeded. To ensure positive or neutral cash flows during project execution, right from the contractual negotiation phase, Saipem defines the contractual terms and conditions with clients, so as to be protected in terms of financial exposure (e.g., advance payments, performance bonds), and monitors its contracts through stringent procedures for obtaining the ce rtifications necessary to proceed with invoicing, or through c onstant verification and reporting to the client of all contractual or execution-related changes to the project; changes in net working capital are constantly monitored. The management continuously monitors the need for bank guarantees, both for projects underway and any future initiatives, and the developments in the financial markets in orde r to identify and prevent any potential shortfalls in the credit lines r equired for bid submission. To broaden its sources of funding, the Company develops partnership relationships with financial and insurance institutions, in cluding local ones. Finally, it carries out thorough analyses of the fina ncial profiles of its partners.
The main financial risks identif ied, monitored and actively managed by Sai pem are further detailed in the sections below.
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(i) Market risk
Market risk is the possibility that changes in exchange rat es, interest rates or commodity prices will adversely affect the value of the Grou p’s financial assets, liabilities or expected future cash flows. Saipem actively manages market risk in accordance with the above-mentioned Financial Risk Policy and using procedures that provide a centralised model for perform ing financial activities.
Market risk - Exchange rates The exposure to exchange rate variations derives from t he fact that the Group’s operations are conducted in currencies other than the euro and that revenue and/or costs from a significant portion of projects executed are potentially denominated and settled in non -euro currencies. This has impacts on:
•the profit or loss due to the diffe rent value (converted in euro) of costs and revenue, denominated in a foreign currency, at the time of t heir recognition compared to the time when the price conditions were defined and as a result of the conversion and subsequent reval uation of trade or financial receivables/payables denominated in foreign currencies;
•the consolidated financial statements (profit or loss and equity) due to the conversion of the profit or loss and assets and liabilities of the i nvestee companies that prepare their financial statements in currencies other than the euro.
The risk management objective is the mi nimisation of the impact deriving from fluctuations in exchange rates on the Group companies’ profit or loss for the year. The impacts of exchange rate fluctuations on the consolidat ed profit or loss resulting fr om the consolidation of the operating results of companies t hat prepare their financial statements in a currency different from the Group’s functional currency ar e monitored. The exchange rate risk aris ing from the conversion of assets and liabilities of investee companies that prepare their financ ial statements in a currency different from the Group’s functional currency is managed, at conso lidated level, through the designation of long-term operating monetary items as net investment hedges. The Group adopts a strategy to minimi se the exposure to foreign exchange risk through the use of derivative contracts. Hedging transactions may also be entered into in relation to future underlying contractual commitments, provided these are hi ghly probable (so-called highly probabl e forecast transactions). To this end, different types of derivatives (outri ght and swaps in particular) are used. Such derivatives are measured at their fair value on the basis of standard market evaluation algorithms and market prices/contributions provided by primary info providers. Pla nning, coordination and management of this activity at Group level is the responsibility of the Finance Department, which cl osely monitors the correlation betw een derivatives and their underlying flows, as well as ensuring their corr ect accounting representation in comp liance with IFRS accounting standards.
The measurement and control activities of the exchange rate risk are performed by calculating a series of periodically monitored KRIs. Specifi cally, KRIs on exchange rate risk are defined as the minimum thresholds to hedge future contractual cash flows in foreign currency and the maximum thresholds of related potential losses measured with Value at Risk (VaR) models. An exchange rate sensitivity analysis has been perform ed for those currencies other than euro which may potentially impact exchange risk exposure in order to cal culate the effect on the income statement and equity by a hypothetical positive and negative variations of 10% in the exchange rates of the above-mentioned foreign currencies against the euro. The sensitivity analysis has been conducted in relation to the following financial assets and liabilities denominated in currencies other than the euro:
•exchange rate derivatives;
•trade and other receivables;
•financial receivables;
•trade and other payables;
•cash and cash equivalents;
•financial assets;
•current and non-current financial liabilities;
•lease liabilities.
For derivative instruments on exchange rates, the sensitivit y analysis on the relative fair value is carried out by comparing the term counter-value fi xed in the contracts with the count er-value determined at spot exchange
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rates, allowing for a 10% positive or negative variation, and adjusted using in terest rate curves consistent with the expiration dates of contracts on the basis of market prices as of June 30, 2026.
In light of the above, although Saipem adopts a strategy targeted at minimising exchange risk exposure through the use of several types of derivatives (outright and swaps), it cannot be excluded that exchange rate fluctuations may significantly influence the Group’ s results and the comparability of results of individual years.
A depreciation of the euro compared to other currencies would have produced an overall effect on pre-tax result of -€70 million (-€72 million as of December 31, 2025) and an overall effect on equity, before related tax effect, of -€204 million (-€265 million as of December 31, 2025).
An appreciation of the euro compared to other currenc ies would have produced an overall effect on pre-tax result of €70 million (€72 million as of December 31, 2025) and an overall effect on equity, before related tax effect, of €204 million (€265 million as of December 31, 2025). The increase (decrease) with respect to December 31, 2025 is essentially due to changes in the exposed financial assets and liabilities.
Market risk - Interest rate Interest rate fluctuations influence the market value of the Grou p’s financial assets and liab ilities and the level of net financial expenses. The object ive of risk management is to minimise the interest rate risk when pursuing financial structure objectives defi ned in the Financial Risk Policy.
When stipulating variable rate fi nancing, the Group’s Finance Department assesses if the set objectives are met and, where appropriate, enters into Interest Rate Sw ap (IRS) transactions in order to manage fluctuations in interest rates. In addition, the Group’s Finance Department, if appli cable and based on adequate internal assessments, negotiates derivative contracts to fix the interest rate diffe rential and stabilise the impact of the cost of the currency hedging put in place by the Group. Planning, coordination and management of this activity at Group level is the responsibility of the Finance Department, which closely monitors the correlation between derivatives and their underlying flows, as well as ensuring their correct accounting repr esentation in compliance with I FRS accounting standards. Although Saipem adopts a strategy targeted at mi nimising its exposure to interest ra te risk through the pursuit of defined financial structure objecti ves, it is not to be excluded that interest rate fluctuations coul d significantly influence the Group’s results and the comparability of the results of individual years.
Any interest rate derivatives put in place in connecti on with the above transactions are measured by the Finance Department at fair value on the basis of market standar d evaluation algorithms and ma rket prices/contributions provided by primary info providers. The Group measures and controls the interest rate risk by calculating and monitori ng a KRI that measures the impact of fixed-rate debt, including any related derivative financial ins truments, on total debt.
To measure the impact of interest rate risk a sensitivity analysis was performed. The analysis calculated the effect on the income statement and equity which would result from a positive and negative 100 basis point movement on interest rate levels. The analysis was performed relating to all relevant financ ial assets and liabilities exposed to interest rate fluctuations and regarded in pa rticular the following items:
•interest rate derivatives;
•financial assets measured at fair value;
•current and non-current financial liabilities.
For derivative financial instruments on interest rates and financial assets meas ured at fair value, the sensitivity analysis on fair value is conducted, where applicable, by discounting the contractually expected cash flows with the interest rate curves recorded on the basis of market rates as of June 30, 2026, with variations in excess of and less than 100 basis points. With re ference to variable rate financial liab ilities, reference was made to the changes in exposure expected in the following 12 months. On this basis, an upward or downward adjustment of 100 basis points was applied to interest rates. A positive change in interest rates would produce an over all effect on pre-tax result of -€0.3 million (-€18 million as of December 31, 2025) and an overall effect on equity , before tax effect, of -€6 million (-€28 million as of December 31, 2025). A negative change in interest rates w ould produce an overall effect on pre-tax result of €0.3 million (€18 million as of December 31, 2025) and an overall effect on equi ty, before tax effect, of €6 million (€28 million as of December 31, 2025).
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The increase (decrease) with respect to December 31, 2025, is essentially due to variations in the financial assets and liabilities exposed to interest rate fluctuations.
Market risk - Commodity The Group’s results are affected by changes in the prices of oil products (fuel oil, lubri cants, bunker oil, etc.) and raw materials (copper, steel, etc.), si nce they represent associated costs in the running of vessels, bases and yards and the implementation of pr ojects and capital expenditures.
In order to reduce its commodity risk, in addition to adopting solutions at a commercial level, the Group also trades derivatives (swaps and bullet swaps) in particular on the organised ICE, NY MEX and LME markets where the relevant physical commodity market is closely correlated to the financial market and the price is efficient.
Regarding commodity price risk management, derivative i nstruments on commodities were negotiated by the Group to hedge underlying contractual commi tments. Hedging transactions may al so be entered into in relation to future underlying contractual commi tments, provided these are highly probable (so- called highly probable forecast transactions). Despite the hed ging instruments adopted to con trol and manage commodity risks, the Group cannot guarantee that they will be either efficient or adequate or that in future it will still be able to use such instruments. Commodity derivatives are measured at their fair val ue by the Finance Department of Saipem on the basis of market standard evaluation al gorithms and market prices/contributions provided by primary info providers.
The Group measures and controls the commodity price risk by calculating and monitori ng a KRI that quantifies the maximum potential loss measured using VaR models.
Regarding commodity risk hedging instruments, a 10% positive variation in the underlying rates would produce no effect on the pre-tax result, while it would produce an e ffect on equity, before related tax effects, of €1 million.
A 10% negative variation in the underlying rates would pr oduce no effect on the pre-tax result, while it would produce an effect on equity, before tax effects, of -€1 million.
(ii) Credit risk
Credit risk represents the Gr oup’s exposure to potential losses deriving from a counterparty’s failure to meet its obligations. Regarding the counterparty risk in commercia l contracts, the management of credit risk is entrusted to the responsibility of the business lines and to the dedicated specialised corporate functions, on the basis of standard business partner evaluation and credit worthiness procedures. For counterparty financial risk deriving from the investment of surpl us liquidity, from positions in derivativ e contracts and from commodities contracts with financial counterpa rties, Group companies adopt the provisions defined in the Fina ncial Risk Policy. In spite of the measures implemented by the Group aimed at avoiding concentra tions of risk and/or assets, the possibility cannot be ruled out that a part of the Group’s clients may be late in making, or fail to make, payments within the terms and conditions estab lished. Any delay or default in payment by the main clients may imply difficulties in the executi on and/or completion of projects, or the need to recover costs and expenses through legal action.
The recoverability of financial assets wi th counterparties of a trade and financial nature is assessed on the basis of the so-called “expected credit loss model” illustrated in the paragraph entitled “Imp airment of financial assets” in the “Accounting policies” section of the 2025 A nnual Report, to which readers should refer.
The Group measures and controls the cr edit risk of commercial counterparti es by periodically calculating the KRIs aimed at measuring the Probability of Default (“PD”) of trade r eceivables exposures, backlogs and guarantees granted. The effect of those operat ions is described in the following Notes 9 “Trade and other receivables” and 11 “Contract assets”. Credit risk towards financial counterparties is instead monitored and controlled through the periodic calculat ion of KRIs aimed at measuring ex posure, maximum lending duration and the breakdown of financial a ssets by rating class.
(iii) Liquidity risk
Liquidity risk is the risk that suitable sources of funding for the Group may no t be available (funding liquidity risk), or that the Group is unable to sell its assets on the market place (asset liquidity risk), m aking it unable to meet its
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short-term finance requirements and settle obligations. Such a situation would negativ ely impact the Group’s results as it would cause it to incur higher borrowing expenses in order to meet its obligations or, under the worst of conditions, its inability to continue as a going concer n. The objective of the Grou p’s risk management is to implement a financial structure whic h, consistent with the business obj ectives and the limits defined in the Financial Risk Policy, guarantees an adequate level of liquidity and of co mmitted credit lines for the entire Group.
The aim of this objective is to g uarantee sufficient financial resource s to cover short-term commitments and maturing obligations, includi ng through refinancing transactions or early funding, as well as to ensure the availability of an adequate level of financial flexibility for the Group’s dev elopment programmes, pursuing the maintenance of a balance in terms of duration and composition of debt.
Liquidity risk is measured and contro lled by continuously monitoring estima ted cash flows, the maturity profile of financial liabilities and the parameters characterising the main bank financing contracts (financial covenants), and by periodically calculating specific KRIs. These i ndicators measure the level of available cash expected in the short term, the level of maturity concentration of financial liabilities and derivat ives, and the ratios between financial sources and uses expected in the short and medium term.
With regard to loan agreements that require compliance with financial covenants and other clauses involving limits on the use of financial resources, all t hese clauses had been complied with as of June 30, 2026.
For the control and efficient use of its liquidity, the Group employs, among other things, a central cash pooling system and automatic reporting tools.
In line with the objective of ensuring an adequate financial str ucture and the provisions of the Financial Risk Policy, the Group adopts strategi es for the proactive management of maturing debt through refinancing operations or advance fundrai sing. As part of these strategies, on February 10, 2025, a new revolving credit facility was entered into for an amount of €600 million, with a duration of 3 years. In February 2025, the duration was extended for a further year with the agreement of the lenders.
As of June 30, 2026, the Group structur ed its financing sources mainly on m edium-long term maturities with an average tenor of 2.5 years; the medi um-long term debt maturing in the next 12 months amounts to €241 million, to be repaid during the second half of 2026. The maturities for the three ordinary bonds issued by the group company Sa ipem Finance International BV are set for 2026 (for a residual amount of €241 million), 2028 and 2030 (each for an amount of €500 million), while the maturity of the €500 million convertible bond issued by Saipem SpA is set for 2029.
Based on the above financial transactio ns, on the maturity plan of medi um-to long-term debt and on the amount of available cash as of June 30, 2026, am ounting to €1,291 million, Saipem believes that it has access to more than adequate sources of funding to m eet its foreseeable financial needs.
(iv) Downgrading risk
The Parent Company Saipem and the bonds issued by its subsidiary Saipem Finance International BV are rated by the Moody’s and Standard & Poor’s rating agencies. On March 25, 2025, Saipem received an upgrade from Moody’s of its long-term Corpor ate Family Rating and senior unsecured debt rating from “Ba2”, previously assigned on April 15, 2024, to “Ba1” wi th a “positive” outlook. On July 31, 2025, Standard & Poor’s Global Ratings confirmed its long-term iss uer credit rating of “BB+” pl acing it in “positive credi t watch”, together with an unsecured senior rating of “BB+” for the bonds, previously assigned on August 5, 2024. The ratings of the bonds issued by Saipem Finance Internat ional BV – albeit better than the previous ratings – fall within the “non-investment grade” categor y, characterised by a higher risk profile and which also incl udes debt securities particularly exposed to adverse economic, financial and industry conditions. Any deterio ration of Saipem’s rating and/or of the bonds issued by Saipem Finance International BV, which could be caused by a deterioration of the reference markets, of the profitability of the contracts or of Saipem’s liqui dity, could result in a higher future funding cost as well as more difficult access to the cap ital market, with consequent negative effects on the activities, prospects and econo mic and financial condition of Saipem and the Group.
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Future payments for financial liabilities, trade payables and other liabilities The following table shows the amounts of payments contract ually due to financial and lease liabilities, with separate disclosure of principa l and interest, and liabilities for derivative financial instruments.
(€ million) 2027 (*) 2028 2029 2030 After Total Non-current financial liabilities 260 500 500 500 - 1,760 Current financial liabilities 85 - - - - 85 Lease liabilities 817 168 62 21 123 1,191 Fair value of derivative instruments 85 - - - - 85 Total 1,247 668 562 521 123 3,121 Interest on financial liabilities 69 54 39 25 - 187 Interest on lease liabilities 69 22 15 13 48 167
(*) Including the second half of 2026.
The following table shows the due dates of trade payables and other liabilities.
Maturity
(€ million) 2027 (*) 2028-2031 After Total Trade payables 3,630 - - 3,630 Other liabilities 330 130 - 460
(*) Including the second half of 2026.
Future payments for outstanding contractual obligations Investment commitments for pr ojects for which procurement contract s have already been placed, expiring in 2027 amounted to €117 million.
2. Country risks
Description and impact A significant portion of the Group’s activities is performed in the Middle East, Sub-Saharan Africa and Latin America, regions marked by low po litical, social and economic stability and many potential risk elements, including: (i) instability of the legi slative framework and uncertainties over the protection of the company’s rights in the event of contractual breaches by local entitie s; (ii) adverse developments or applications of laws, regulations, unilateral contractual modifications that reduce the value of the assets , forced divestments and expropriations; (iii) various restricti ons on construction, drilling, import and ex port activities; (iv) increases in applicable tax rates; (v) domestic social conflicts that may worsen t he local economic context or lead to sabotage, attacks and violence; (vi) acts of terrorism, vandalism or piracy; (vii) limitations to or increased costs of insurance cover.
The current geopolitical scenario as well as the increasing restrictions and tari ffs on international trade, further increase the risk of social tensions and conflicts, with potential negative repercussions on the global economy, financial market trends and the supply chain. A further deterioration could consequently impact the Group’s business continuity or put the originally envisaged ec onomic conditions at risk, requiring the Company to implement specific organisational and managerial interv entions to ensure, in compliance with the company and local policies, the continuation of t he activities under safe conditions, with increased costs, delays and negative impacts on the margins of projects performed in critical countries.
Mitigation
Saipem is committed to constantly and closely monitori ng political, social, and economic developments, emerging terrorist threats in the coun tries where it operates or intends to invest, both through specialised internal resources and through providers of security services and intelligence anal yses. Monitoring aims to analyse the situation in terms of both socio-economic and security trends, in coordination with the Crisis Unit of the Ministry of Foreign Affair s. During the year, particular attention was paid to the si tuation in the Middle East,
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as well as developments in the political, social and econo mic context of countries of interest (Mozambique, Nigeria, Venezuela, G uyana, Libya, etc.).
Exposure to country risk is assessed through a comprehensiv e security model inspired by the criteria of prevention, precaution, protection, information, prom otion and participati on, with the aim of reducing the risk deriving from the actions of individuals or legal entitie s, which could expose the company and its assets (human, material and reputational) to potential damage. If the abilit y to work in the country is temporarily compromised by emerging situations of instability, the possible demobilisation of the site is assessed in order to protect the company’s personnel and assets; for this purpose, the Group has implemented a seri es of ICT tools to guarantee the complete traceability of its pers onnel working abroad. Once favourabl e conditions have been restored, the resumption of ordinary activities is planned, seeking to limit the disrupti on in operations and always ensuring the highest level of protection of safety conditions.
Saipem monitors developments in r egulations of various kinds and it s related conformity, and constantly assesses the potential impacts deriving from the restrictive measures adopt ed by the European Union and/or non-EU entities, both towards Russia and other countries, whi ch include: (i) limitations in the financial sector to access major capital markets; (ii) prohibitions in the energy sect or on the sale, supply, tr ansfer, or export, directly or indirectly, of essential goods and te chnologies for the sector; and (iii) res trictions in the technology sector on the export of dual-use goods and technologies (civilian/ military), as well as certain goods and technologies capable of contributing to the technological enhancement of the defence and security sector.
Finally, regular checks are made on external agencies providing security services and specific training and control activities are organised to prevent any hum an rights breaches in the performance of monitoring and protection activities.
3. Biological/pandemic risk
Description and impact The Group operates in countries wher e there are biological agents that could harm the health of exposed individuals.
The situation is extremely varied and is constantly evol ving: in some countries in which Saipem operates or intends to operate, more or less extensive epidemic ou tbreaks were recorded for diseases already present in the territories, as well as imported diseases (malaria, cholera, dengue, etc.) or linked to climate changes and the increasing invasion of natural habitats by humans, to which Saipem personnel could be exposed in the performance of their activities. Any outbreaks of infectious diseases coul d represent a significant risk not only in terms of direct impacts on the health of the personnel but also possible indirect impacts on the Group's financial re sults, performance and cash flow: interruptions, slowdowns and cost increases in project execution and pos tponement of investment decisions in the affected sectors, di sruptions in the supply chain, delay in client payments, increased risk of litigation (e.g. related to commerc ial contracts, labour and insurance matters) and complexity of resource turnover due to quarantines and travel restrictions.
Mitigation
Through epidemiological analysis on open sources and data collection on the ground, Saipem is committed to constantly and closely monitoring the occurrence and evolution of all infectio us diseases in the countries of interest and to implement timely measures to prevent and respond to outbreaks. Particul ar attention is paid to countries where epidemic outbreaks or diseases have been reported which could potent ially impact the Group’s operations. Saipem runs numerous awareness-rais ing campaigns among its staff in or der to increase risk awareness and knowledge of the most effective pr evention measures. Regular hygiene and health inspections are carried out at the operating sites and pers onal protective equipment and vacci ne and chemoprophylaxis measures are made available to the workforce. Secondary prevention programmes (train ing of doctors and availability of kits for rapid on-site diagnosis) and treatment progr ammes (updated and effective treatment protocols) are also developed and implemented. Vect or-borne disease control programmes are in place at all risk sites.
Occupational medicine protocols and the travel medici ne service are an effective system for protecting the
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health of workers, and medical ev acuation contracts are a guarantee for the safe evacuation of infected patients.
4. Risks related to the supply chain
Description and impact For the execution of its projects, Saipem purchases materials, goods and services on global markets that represent a significant porti on of the price component of its works and se rvices and it is exposed to risks related to price volatility along the supply chain and thei r availability within the required timeframes.
Global markets are experi encing significant strain due to imbalances between supply and demand, inflationary pressures, the increasing fragmentat ion of supply chains caused by trade restrictions and international sanctions, as well as speculation and arbitrage. These dynamics could have repercussions on:
•the materials and goods purchased by the Group;
•transport services to reach the operating sites and storage services serving the same sites;
•other services requiring the use of offshore vessels.
The current geopolitical and macroeconomic landscape is further amplifying market uncertainty, increasing the risk of sudden supply chain di sruptions and congestion in specific production and serv ice sectors. In these environments, suppliers may be unable to commit to long-term con tractual agreements with fixed pricing. As a result, Saipem may face the risk of being unable to procure the necessary ma terials, goods, and services from its supply chain partners on commercially viable terms and within delivery timelines that align with project requirements. Additionally, Sa ipem may be exposed to the risk of being una ble to pass on or share with clients any price increases arising from the factors described above. To guarantee the required supply volumes for its activitie s, the Group relies on a large number of vendors and subcontractors, in different geographica l areas and with different levels of experience. These counterparties are selected based on consolidated technical and economic assessm ents, local content requirements, or, in some cases, at the explicit request of clients on the basis of contractually agreed vendor lists. Relying on multiple counterparties may expose Saipem to additional risk factors, with potential performance falling short of expectations and the consequent need to implement recovery plans to ens ure proper proj ect execution and delivery. Additionally, contract management with cli ents and project-specific dy namics may lead to change order requests and claims against Saipem from suppliers, for example, following scope of work revisions, changes to completion and delivery dates, delays or acceler ations, or unexpected updates to local regulations.
Overall, these factors could lead to additional costs and pr oject delays, potentially impacting the Group’s financial performance and commercial relatio nships with both clients and suppliers.
Mitigation
Aiming to prevent and mitigate the risks of unavailability and price volatility, Saipem uses specific forecasting tools for the market trend and for the simulation of impacts on the procurement portfolio. Where possible, alread y during the bid preparation phase, Saipem:
•agrees mechanisms with its clients to cover price variations, for example using refundable contractual forms or including pric e revision clauses;
•transfers the risk to clients by directly involving them in procurement activities;
•negotiates commercial project agreements with vendors (for example pre-ag reements, strategic agreements to secure production spaces during the bid phase, etc.) to ensure that projects are delivered on time and within the budget;
•continuously monitors market devel opments, with a focus on the Asian ma rket, to extend its vendor List, diversify its supply chain and cope with market fragmentation.
Throughout the project executi on, Saipem monitors any im pacts on individual projects , in terms of continuity, prices and supply schedules and the production capacity of its vendors and constantly works in close contact with them. Lastly, the Company has implemented a structured qualification and sel ection system geared towards working with reliable suppliers and subcontractors with a str ong reputation. Supplier and subcontractor performance is governed by standardised contractual frameworks, supplem ented by specific clauses tailored to the type of
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supply, such as performance bonds. This performance is continuously monitored and s ubject to feedback, with the aim of driving continuous improvement in procurement pr ocesses and project execution.
5. Cyber risks
Description and impact In the performance of its activities in the offices, operational sites and on the fleet vessels, Saipem uses a large number of IT tools of various kinds which, due to the effect of the general increase in digitalisation processes, the use of private networks for remo te working, the constant increase in cyber threats and the increasing availability of attack tools that use Ar tificial Intelligence (AI), are increasingly exposed to potential cyber-attacks.
The misuse of AI systems by malicious act ors could amplify the adverse effect s related, for example, to cyber-
attacks via malware and phishing. The supply chain is particularly targeted, whose vulnerabilities are exploited to penetrate the defensive measures employed by the companies. These cyber-attacks could jeopardise business continuity and damage Information Technology (IT) and Operational Technology (OT) systems, as well as result in the loss and/or theft of data and information (including confidential information), causing major effects on business processes and financi al, operational, and reputational impacts, particularly towards clients.
Following the increase in the global cyber threat, the Group has experienced, right from the commercial stage, increasing demands from clients for specific cyber security requirements, the availability of which could therefore affect Saipem's competitiveness level. These requirements also apply to any suppliers and subcontractors involved in operational activities. De layed compliance with the stringent cyber security requirements demanded by clients and/ or authorities (such as the National Cyber Security Agency) could result in the loss of future business opportunities and potential in terruptions of projects and activities in the execution phase.
Mitigation
Saipem continuously implements governance, response and monitoring measures for cyber threats and implements compliance processes, carried out using internal and external specialist personnel and advanced IT security technologies. It has developed an inform ation security management system (ISMS) and adopts procedures and protocols based on industry best practices and integrated international standards in order to meet its clients’ security r equirements (more information is available in the section “Cyber Security”). Actions have been implemented to strengthen the ability to detect threats and respond to cy ber incidents, adopting a platform that is able to provide an external and independent assessment of the Group' s level of cyber security maturity and through the performance of a Business Impact Analysis on the perimeter of critical applications. A multidisciplinary working group has been established to analyse emerging risks related to Artificial Intelligence (AI) topics, assess the potential impacts of the implementation of AI technologies within corporate tools, and regulate their adoption, also in light of the evolving Italian and European legislative framework. The Company considers continuous cooper ation with key public and pri vate stakeholders to be of primary importance, and to mitigate the vulnerabilities associat ed with the supply chain, the Company has adopted a vendor assessment model on the basis of precise cyber security requirements.
Saipem ensures a constant assessment of cyber ri sk both for Information Technol ogy (IT) and Operational Technology (OT) and considers the huma n factor to be one of the main risk factors for an IT system. For this purpose, it has implemented a cyber awareness plan in order to increase the employees' level of preparedness and awareness. Furthermore, to support the Group’s perso nnel in the correct, ethica l, careful and responsible use of AI technologies in the busi ness context, guidelines for the use of these technologies have been provided for the performance of work activities. In 2021, the Group obtained the ISO/ IEC 27001 certification, for “Cyber security events monitoring and incidents management” and continues to improve its corporate security system in a structured manner. In line with IMO Resolution MSC.428 (98), Saipem introduced a cyber risk assessment model on board the fleet's vessels, as an integral part of the safety management system, appointing a Cyber Security Officer for each unit and running cyber-attack drills on board the vessels. Lastly, several audit s were carried out with Internal Audit, on the entire ISMS, as well as on the infrastructure and the cloud, with assessments carried out by Microsoft, to ascertain compliance with contractual cy ber security requirements.
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6. Strategic risks and project acquisition risks
Description and impact Saipem is exposed to various strategic risks, linked to market trends and competitiv e positioning, both in the conventional Oil&Gas sector, and in infrastructure services, as well as in activities linked to the energy transition, whose impact is less significant in the short term, but increases in the medi um and long term. The competitive framework is evolving continuously, al so affected by mergers and acquisiti ons, the creation of joint ventures and local and international strategic and commercia l alliances, and by the continuous development and commercialisation of patents and licenses in the fields in which Saipem comp etes (frequently for example in the energy transition and decarbonisation fields).
As regards the current market context, the overall dema nd for services is visibly in fluenced by factors deriving both from ongoing conflicts, which could generate more unpredictable fluctuations in energy demand and supply volumes, and, consequently, in oil and natura l gas prices, and from pre-existing macroeconomic, geopolitical and industrial dynamics, including: (i) the global supply and demand for energy; (ii) production forecasts by oil and gas producer countries; (iii) the abilit y and willingness of OPEC to establish and maintain specific oil production levels; (iv) the escalation of protectionist policies a nd trade tensions that could have an indirect effect on the global energy ma rket and therefore on investments in the energy sector; (v) the overall raw materials market context which coul d impact the general economy and the demand for Oil&Gas; (vi) uncertainties linked to environmental markets, policies and regulations ; (vii) the growing trend of choosing alternative and renewable energy sources. These factors may influence the investment policies of Sa ipem’s main clients, expos ing it to: (i) delays in the negotiation process and possible non-award of future in itiatives; (ii) cancellation and suspension of projects already underway; (iii) delays and difficul ties in obtaining payment of contractual penalties provided to indemnify the Company for the cancellation and suspension of s uch contracts; (iv) an incr ease in the level of aggressiveness in competitors’ commercial strategies; (v) delays and difficulties in the recognition of variation orders for the scope of work requested by the client and executed by Sai pem; (vi) delays and difficulties on the part of clients in renewing contracts for the offshore dr illing fleet prior to their ex piry and under economically advantageous terms and conditions; (vii) claims and, in the most significant cases, arbitration and international disputes. Moreover, the current energy transition scenarios envisage a gradual shift to wards a greater use of renewable energy sources with reduced climate impacts, based main ly on the development and use of a series of new technologies in fields including renewables, the decarbonisation of various industrial sectors (e.g., agriculture, steel and concrete production, transport), energy efficiency and the circular economy.
Should the Company be unable to monitor and anticipate the developments in the sectors of interest, both in the Oil&Gas sector and in energy transition services, and suitably update its t echnologies and assets in order to align its offering with market demands and the competitive context, it could have to change or reduce its strategic objectives, both in terms of volumes and margins of new acquisitions, and in terms of revenues and margins of its existing portfolio, with consequent negative effects on its activities, prospects and its financial position, performance, and cash flow.
Mitigation
In the definition of its strategic lines, Saipem assesses macroeconomic, geopo litical and industrial scenarios, the applied technological development s, trends in demand in the reference sector s, also in view of the demands it receives from its clients, as well as developments in the competitive framewo rk. To monitor the trend of demand, Saipem makes use of a widespread or ganisational structure to cover the areas of interest, and of companies specialised in providing periodic analyses and estimates on relevant market segment trends and on macroeconomic, geopolitical, and technological developments. Furthermore, the Company created the Sustainability, Scenarios and Governance Co mmittee, which is responsible for assisting the Boar d of Directors in its review and development of scena rios in the preparation of the strat egic plan, based on the analysis of the relevant issues for long-term va lue generation and the corpor ate governance of the Co mpany and the Group.
In line with the objectives of its strategic plan, Saipem has launched init iatives to merge its E&C & Wind Offshore operations and divest its Shallow Water Drilling activities. Subject to completion of reviews by the regulatory authorities and receipt of all necessar y approvals, these transactions will help strengthen Saipem’s position in higher-complexity, higher- value market segments.
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The Group is constantly striving to create valuable relations with its clients a nd guide them through the developments of the global energy scenario, while respecting the values and professional ethics of Saipem. It also pursues various commercial opportunities with a gl obal market perspective, adopting a criterion of customer diversification and geograp hical balance. The organi sational structure supports these objectives through business lines with distinctive technological and engineering capabilities, enabling them both to acquire and execute projects within their resp ective areas of expertise and to opera te synergistically when integrated onshore-offshore business opportunities arise.
The strategy defined for the four-year period of the Strategic Plan 2025-2028 is based on a dual approach which, on the one hand, focuses on conventional sectors in which Saipem boasts a consolidated competitive positioning and, on the other hand, with reference to the medium and long term, sets the goal of expanding its client portfolio and geographic markets to serve and grow in the sectors with the highest technological content linked to energy transition and defence, such as system s for renewables (wind, solar), projects for CO
2 capture
and the production of green hydrogen and its derivat ives (green ammonia, methanol), plastic recycling, highspeed railway lines, subsea robotics. The ability to compete in new markets will depend on the achievement of suitable positioning, to be built through the creation of new commerc ial relations with companies working in the field of renewable energy s ources and clean technologies, the devel opment of a tar geted technological portfolio and the achievement of a specific track record. For this purpose, Saipem internally develops innovative solutions and patents, signs agr eements with companies specialisi ng in the analysis of technological developments and in the development of solutions in the energy industry (and in other sectors, such as digitalisation), with univer sities and research centres, also assessi ng strategic agreements with third parties (joint ventures and alliances). More information can be found in the section “Research and development”.
The fight against climate change is at the heart of the Group's agenda. It represents one of today's greatest challenges for the energy sector and for society as a whole, to such an extent that it is considered a crucial part of the business model. In addition to offering its clients incr easingly sustainable soluti ons, investing in clean and renewable technologies, the Company has long since launched a programme to constantly update its skills and renew its assets to reduce its carbon footprint. In this re gard, it disclosed its medi um- to long-term emissions objectives through its Net Zero programme to the mark et. The roadmaps describing the methods for achieving the targets are monitored and revi ewed annually according to the results obtained, strategi c developments and changes in the regulatory, market and technological context. More informat ion can be found on the corporate website in the "Sustainability" section.
7. Project execution risks
Description and impact Saipem executes complex works and proj ects in the highly competitive sector of services for the energy industry and infrastructures, each with different d ynamics, actors, object ives and competences.
The awarding of contracts is pr eceded by a bidding phase during wh ich the tender documents and the contractual clauses are analysed and ex ecution plans, timelines, and bid estimates prepared. The preparation of the estimate and the determinati on of the price are the result of a thor ough and precise estima tion process that involves various specialist functions and incorporat es appropriate risk assessments through the use of contingencies.
When the contract is awarded or throughout its mult i-year execution, cost esti mates and schedules may vary with respect to those initially planned, also in consi deration of the long execution times parti cularly of EPCI projects, and actual costs could di ffer from the estimated amounts due to unforeseeable factors that may be:
•external, including disruptions in the supply chain of goods and se rvices, changing geopolit ical conditions in the country, delays due to local weather conditions a nd/or natural disasters, failure to meet contractual obligations by vendors, subcontractor s or joint venture partners, etc.;
•internal, as a result of changes in execution programme s and plans due for exampl e to operational, technical and technological complexiti es, incidents, etc.
These factors could lead to additi onal costs, delays in execution, non-recognition or del ayed recognition of revenue or, as an extreme consequence, the application of Li quidated Damages clauses by the client, resulting
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in a reduction of originally estimated margins, difficulties in receiving p ayments and deterioration of the financial exposure, with potential further reputational damage for the Group.
Mitigation
Saipem has adopted an organisational model based on separate business lines to respond to the complexities of its sectors of interest:
•“asset-based services”;
•“drilling and sonsub”;
•“offshore wind”;
•“energy carriers”;
•“sustainable infrastructures”.
The business lines have distinctive technological and engineering skills and are structured to manage the various initiatives, from the commercial ph ase to implementation, supported by the staff functions. They provide the project teams responsible for the estimation and execution phases, leveraging on the specialist internal know-how and experience gained from previous projects, and implement the project risk management in accordance with the principles and guidelines given in the international Standard ISO 31000.
In the event of contract award, the project is constantly monitored in terms of progress, costs, revenues, risks and opportunities and consolidated on a quarterly basi s in the Project Status Re port (PSR). The business line reports regularly to the Group Top Mana gement on the trends of the main proj ects in the backlog, in terms of operational and financial performance and any deviati ons from the budgeted costs or project schedules, contractual variations and the related negotiations with the clients, exposur e to risk and the amount of contingencies. This helps to identify any critical issues and exposure to ri sk both at a detailed level (i.e. project level) and at portfolio leve l (i.e. the Group's overall exposures) and to rapidly implement recovery and mitigation plans. Saipem has undertaken a process of continuous improvem ent of the above-described processes and activities in order to: (i) consolidate experiences gained and lessons learned at group level in a structured, systematic manner, disseminating them to the vari ous operating sites; (ii) strengthen its control systems; (iii) increase the effectiveness and efficiency of pr oject management through the demater ialisation and digitalisation of engineering, procurement, construction and/ or installation processes; (iv) strengthen the risk estimation and management processes through, for example, the introduct ion of Artificial Intelligence models, risk management training courses (principles, methodol ogies and tools) delivered regularly to the operational departments and staff involved in various roles and project phases in risk management activities, etc.
8. Risks associated with legal proceedings (legal, administrative, tax and labour)
Description and impact In the ordinary course of operations, the Group may be involved in litigatio ns which, if not resolved by negotiation, may result in judicial or arbitrati on proceedings that may extend over a signi ficant period of ti me, thus requiring significant resources, costs and legal expenses considering the lengt hy court hearings. Any unfavourable outcomes (in particular, those with high media exposure), or new disputes (regardless of the outcome) could result in significant reper cussions on reputation, with a subsequent negative effect on activities, prospects, and the financial position, performance, and cash flow of the Group.
The Group is currently a party to civil, criminal, admi nistrative and tax proceedings in Italy and abroad. The estimation of charges that could reasonably be incurred and t he extent of the risk pr ovisions are based on the information available at the time of approval of the financial statements or the interim financial report, but the estimates could be significant ly updated or revised duri ng judicial proceedings; despi te having performed the necessary assessments, also on the basis of the appli cable accounting principles, it cannot be excluded that the Group might in the future have to face payments for damages that are not covered by the provision for legal and tax proceedings, or are covered insufficiently, or are uninsured, or exceed the ma ximum insured amount.
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Mitigation
Saipem continuously implements actions to strengthen its internal control system and relies on specialist external consultants (also in foreign regulatory systems) to a ssist the Company in j udicial, civil, fiscal and administrative proceedings. The Top Management is involved in the management of the most significant litigation cases and provides active and continuous disclosure on the developments of the main legal proceedin gs to the Board of Directors. Refer to the section “Guarantees, commitmen ts and risks - Legal proceedings” in t he “Notes to the consolidated financial statements” for a description of t he status of the most significant proceedings.
The Company constantly monitors both the changes in a nd compliance with tax and labour-law regulations, also in order to minimise the impacts due to its operating activities in all coun tries of interest through internal resources, ICT and advanced digital supports and tax consultants.
9. Risks associated with asset management
Description and impact In order to execute EPCI projects, drilling services and other services in the energy industry, the Group has numerous owned assets (specialised vessels, drilling rigs , FPSOs, equipment, fabri cation yards and logistics bases). Asset availability windows and expected performance , planned in line with existing and future project requirements, are essential for ensuri ng the performance of activities, and could be affected by various factors, including: (i) the need for repairs or interventions following incidents, malfunctions and failures; (ii) delayed maintenance that affects operating performance; (iii) reduced productivity and efficiency or reworkings with delays in delivery and/or completion of the planned activities; (iv) delays or in terruptions in the transfer of vessels from operating sites or shipyards; (v) delays or interrupt ions in the spare parts supply chain; (vi) adverse weather conditions that cause disruptions or slowdowns in works both offshore (cyclones, adverse weather and sea conditions) and onshore (flooding, site fl oods); (vii) region-specifi c regulatory requirements relating to crewing.
These factors could negatively impact the project execution times and costs, and the relati onships with clients.
In addition, should the Company be unable to ensure the future availability of assets and/or operating performance, it may have to adjust its targets, with consequent impact s on its business, prospects, reputation, as well as its financial position, performance, and cash flow.
Mitigation
Saipem is constantly engaged in mainta ining, updating, and renew ing its assets with the aim of adapting its service offering to the current and future needs of the market. To guarantee the performa nce of activities, it also makes significant investments for its fleet and fabrication yards, and recently established the “Asset Operational Technology and Cybersecurity Requirements Control Program” to identify and process interventions that are useful for improving control levels on ve ssels and reducing the risk of cyber-attacks.
Should proprietary assets not be suitable and/or available to meet project needs , Saipem makes use of third-party vessels under project-specific contracts or long-term charter/bare boat agreements and external fabrication yards to ensure that backl og activities and future acquisitio ns can be carried out and guarantee that the objectives of the four-year plan can be achieved. Vessel availability is constantly monitored on the b asis of both contracted and prospective commitments, as well as with respect to scheduled maintenance interventions . In relation to the commitments already undertaken, ongoing dialogue with c lients ensures that the impacts of any delays are minimised th rough the review of executive plans or the proposal of alternat ive proprietary or third-party vessels.
To cope with the increasing demands associated with the energy transition the Company is committed to reducing the medium- and long-term GHG emissions of its assets. The achievement of these objectives is supported by the identification of short-term energy management actions , as well as the monitoring of the possibility to use alternative fuels or electrification.
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10. Risks related to human resources
Description and impact The Group relies significantly on the prof essional contribution of key personnel and highly specia lised individuals who, by virtue of their skills and ex perience, are vital to the execution of projects and the growth and future development of Saipem.
The ability to attract, motivate and retain highly qualified and skilled personnel with a hi gh level of diversity in terms of age, nationality and gender, in all geographical areas and functions, therefore repres ents a critical success factor, whose deterioration would expose Saipem to the risk of loss of know-how, with consequent medium- and long-term negative effects on its activities, prospects and the development of future strategies, as well as on its financial positio n, performance, and cash flow.
The Company operates in international markets and is therefore subject to international and local labour laws. Some of these countries frequently change local laws, expos ing Saipem to various risks in the management of human resources; the lack of a stable legislative framework and the legal uncertainty in these countries can cause internal inefficiencies and litigat ions that may be detrimental to t he Group’s activities, prospects and reputation.
Mitigation
Saipem has adopted a competency‑based human capital management model with the aim of deploying people and professional profiles where they are most needed and ensuring flex ibility in the development of personal and professional skills at all levels. Therefore, the organisati on of the Group into different business lines is supported by targeted recruitment plans, complemented by job rotati on and training programmes for all international and local operating personnel, staff and management, to encourage the development and growth of younger resources and retain more expert resources, thus ensuring the preser vation of distinctive and strategic skills. Aiming to attract, motivate and retain highly professional and ma nagerial resources, Saipem develops a remuneration policy (the main objectives and tools of which are described in the Report on Remuneration Policy and Compensation Paid 2025), has launched Talent Attraction initiatives in cooperation with external bodies (incl uding the Higher Technological Inst itute in Fano and the Univ ersity of Urbino), and regularly organises in-house courses, exploiting the wide range of different skills available in the company (e.g.
Saipem People Academy). As defined in the Code of Et hics, in full compliance with applicable legal and contractual provisions, Saipem undertakes to offer equal opportunities to all its employees, making sure that each of them receives a fair contractual and remuneration treatment based on merit and expertise, wit hout discrimination of any kind. The Company therefore invests in the generational, gender and nationality balance, and has launched specific initiatives focusing on promoting and spreading an inclusive culture through partnerships with the associations "Valore D" and "Parks - Liberi e Ugua li". In 2023, Saipem was included in the Gender Equality Index (GEI) and obtained gender equality certification from t he Norwegian body Det Norske Veritas.
The Group manages international labour markets through t he network of local structures in all the countries where it works, and through the Swiss company Global Project Services AG , which guarantees the recruitment of international personnel worldwide, monitoring legislative developments relating to personnel management in all the countries in which it operates or may be commerc ially interested in operating, also using labour law consultants.
11. HSE risks
Description and impact The Group’s activities may expose it to accidents, whic h may cause negative impacts on the health and safety of people and the environment.
Saipem’s activities are subject to the laws and regul ations for the protection of the environment, health and safety, at both Italian and international level. Despite the Company's best efforts, t he risk of incidents that are detrimental to people's health and to the environment cannot be completely ruled out. Such events could therefore lead to criminal and/or civil penalties against those responsible and, in some cases, to violations of safety and environmental regul ations, also pursuant to the Italian Legislative Decree No. 231/2001. This would
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lead to costs arising from the fu lfilment of obligations under envir onmental, health and safety laws and regulations, associated costs related to sanctions, not to mention the impact on its image and reputation.
Besides, in order to execute EPCI projects, drilling services and other services in the energy industry, the Group owns numerous assets that are subject to both normal operating risks and catastrophic risks related to weather events and/or natural disasters, which may cause impacts on the saf ety of people and the environment.
The risks connected with ordinary operations can be caused by:
•wrong or inadequate execution of manoeuvres and work sequences that lead to damage to assets or
facilities;
•improper or inadequate routine and/ or extraordinary maintenance;
•human factors.
Despite the fact that Saipem has specific know-how and competencies that are continuously updated, has implemented internal procedures for the execution of its operations, and regularly carries out maintenance on its assets in order to monitor their quality and level of reliability, the occurrence of incidents cannot be entirely ruled out.
Mitigation
Saipem has developed an HSE (Health, Safety and Environm ent) management system which is in line with the requirements of laws in force and with the international standards ISO 45001 for health and safety in the workplace and ISO 14001 for environmental management, and for which it has obtai ned certification for the whole Group. HSE risk management is based on the principles of prevention, protection, awareness, promotion, and participation; its aim is to g uarantee the workers’ health and safety and to protect the environment and the general well-being of the community. The Company’s continuous commitment to HSE topics is reflected by the HSE Strategic Plan, introduced in 2025 based on three pillars: (i) Asset Integrity, (ii) Human Performance and (iii) Innovation. As regards the risks linked to human health and safety, Sa ipem is running a series of programmes and specific prevention and mitigati on campaigns, alongside awareness-raising initia tives in all its operating sites, as well as pilot projects for the application of innovative digital technol ogies and Artificial Inte lligence in HSE fields. In relation to the risks linked to environm ental protection, a structured system for the prevention, management and response to fluid losses is currently under development , and various campaigns and in itiatives are underway to promote and raise awareness among employees on environm ental issues, biodiversit y and the efficient and sustainable management of all natural resources. For a detailed description of the HSE activities, programmes and campaigns, refer to the section "Heal th, Safety, Environment and Quality".
Finally, to mitigate the risks linked to asset management, Saipem incurs significant expend itures to maintain its owned assets and:
•develops numerous prevention initiatives, incl uding the Asset Integrity Management System;
•periodically renews certifications issued by the appropriate classifi cation bodies and by flag state authorities following the inspections that the classification bodi es perform on group vessels.
All vessels, based on the technical characteristics and t he type of each ship, must meet the requirements of applicable international maritime law and laws regulating the Oil&Gas industry.
12. Risks associated with client contract management
Description and impact In the execution phase of EPC Lump- Sum Turnkey projects, there may be changes to the contractually agreed scope of work that result in additional costs related to the changes requested by the client (change order) and/or higher costs incurred for reasons not attri butable to the client (claim). Saipem cooperates with its clients to reach agreement on additional f ees that satisfy both parties, without co mpromising proper ex ecution or delaying project completion.
The Company is subject to the risk th at delays and difficulties in reaching an agreement and in the recognition of compensation related to change orders and claims may be a source of delay in payment and cause a deterioration of project margins.
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Moreover, failing an agreement on additi onal fees, the Group coul d be involved in disputes that could even result in judicial or arbitration pr oceedings and cause a deterioration in the relati onships with clients and loss of future business opportunities.
Mitigation
Saipem is constantly striving to maintain solid and positive relationships with its client s and, in order to mitigate these risks, it performs checks on standard contractual terms to protect itself in each jurisdiction of reference, negotiating clauses with clients to protect itself also against possi ble geopolitical (e.g. sanctions) and macroeconomic (e.g. commodity price increases) risks. In addition, the Group has launched various initiatives aimed at improving efficiency and e ffectiveness both in the contract negotia tion phase, on the basis of a risk appetite defined and approved by the Board of Direct ors, and in the process of preparing the documentation supporting the claim and change order request, in order to enable more timely communication of deviations from the contractually agreed scope of work. Saipem actively participates in industry associations that promote the development and updat ing of contractual schemes aimed at optimising t he balancing of risks, an activity that is particularly relevant with reference to the renewable energy business characteris ed by technological innovation and non -traditional clients, while the market is still marked by the abs ence of standardised contractual models.
13. Compliance risks
Description and impact Saipem conducts its business with int egrity, transparency and fairness and in full compliance with the laws and regulations; in the Group companies, it has adopted and constantly updates an Internal Control and Risk Management System (SCIGR), a Code of Ethics and a M odel pursuant to Italian L egislative Decree No. 231/2001, as well as an organisation, management and control model applied to compani es in foreign countries; it also performs periodic audits. Neverthel ess, it is not possible to totally exclude, also in light of the context of certain countries in which the Company operates, that it coul d be exposed to the risk of damage caused by fraudulent behaviour contrary to the company procedures and the a pplicable laws, or crimes, committed by subcontractors and vendors engaged by Saipem, including those acts carried out in collusion with employees, with consequent negative effects on the Group' s financial position, perfo rmance, and cash flow, as well as its reputation.
Saipem is also exposed to risks linked to the protecti on of information and know-how, as in the performance of its activities it relies on sensitive information and da ta, the access to which and disclosure by employees or unauthorised third parties may lead to fraud and unlawful activities; non-conformities or the incorrect application of the European privacy directive (G eneral Data Protection Regulation - GDPR) in the Group cannot be excluded, and could consequently lead to sanctions applied to Saipem.
Mitigation
Saipem has developed an “Anti-corrupt ion Compliance Programme”, a deta iled system of regulations and controls for the purpose of preventing corruption, in line with international best practices and with the principle of “zero tolerance” expressed in the Code of Ethi cs (included in the Model 231) which establishes that:
“corruption practices, illegiti mate favours, collusion, so licitation, occurring directly and/or through third parties for personal and career advantages for oneself or others, are without ex ception prohibited”. The “Anti-Corruption Compliance Programme” is dynamic and is constantly focused on the ev olution of the national and international regulatory framework and of best pr actices. Saipem is aware t hat the first step towards developing an effective anti‑corrupti on strategy lies in attaining a comprehensive understandi ng of the tools designed to prevent corrupt behaviour. In this regard, the Group’s people are constantly engaged in training activities (also using new e-learning solutions) in rela tion to the Organisation, Management and Control Model and the Anti-Corruption laws and, to mitigate and prevent the risks link ed to any unethical conduct by vendors and subcontractors, Saipem implem ents verifications, org anises training programmes and requires vendors, subcontractors and partners to read and accept the Model 231 and the Code of Ethics. In order to facilitate the submission of reports, the Group has set up a dedicated reporting cha nnel through the openblow platform (https://saipem.openblow.it/#/), through which it is possible to report any problems related to the internal control system, financial reporting, corpor ate administrative liability, fraud, or other topics (i.e. violat ions of the Code of
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Ethics, mobbing, theft, etc.). Using new digital technologies, a chatbot has been implemented that is accessible to all employees, providing immediate support in t he event of doubts or questions relating to compliance procedures, and a digitalisation programme for the third-party due-d iligence process has been completed.
Saipem periodically performs general audits also using external consultants, considering fraud indicators and red flags, in addition to specifi c indications of suspected offences. Over the years it has developed a management system which, in 2018, obtai ned three-year certification to t he international Standard ISO 37001 -
Anti-bribery management systems. The ce rtification was renewed in 2021 and 2024 for 3 more years. As part of its continuous improvement efforts, during the first quarter of 2026 Saipem completed the necessary preparatory activities and secured the ex tension of certification to the subsidiaries of the Saipem Group, in line with the scope of the Conso lidated Financial Statements.
For the management of risks related to the leakage of confidential in formation, advanced IT security technologies and procedures have been implemented (more inform ation is available in the specific “Cyber Security” section). Saipem has also adopted principles and rules for it s internal management and external communication of corporate do cuments and information, with particular reference to inside information (more information is available in the specific section wi thin the "2025 Corporate Governance and Shareholding Structure Report"). A specific Privacy Organisation Model was introduced in April 2018, r enewed in December 2022 with a view to the continuous improvement and strengthening of the personal data protection mechanisms, to ensure compliance with the EU privacy directive (G eneral Data Protecti on Regulation - GDPR).
Transfer of risks to the insurance market
The general guidelines applicable in terms of insurance risk transfer for the Saipem Group are revised annually.
Based on such guidelines, the Insur ance function defines and implements the insurance programme, with the objective of protecting the employees, the assets and the consequences of the civil liability of the Saipem Group and covering certain of the risks ass ociated to the execution of contracts wi th clients (mainl y the construction risks).
The insurance programme also aims at maximising the cost-benef it ratio for the Group, by considering the current conditions of the insurance market (capacity, coverage limits and cost) and by utilising the captive reinsurance company Sigurd R ck AG for the management of selected risks (low intensit y/medium frequency).
As the insurance market, as well as the markets of the Gr oup, are constantly evolvi ng, it is not possible to guarantee that all the risks are covered by the insurance programme. Furthermore, the volatility of the insurance market makes it impossible to guarantee the stability in the mid-term of the rates, terms and conditions of the insurance programme. Saipem makes a distinction between the insurance polic ies applying indifferently across all the business lines to cover the entire portfolio (the “corporate insurance policies”) and the insurance policies taken out for the specific needs of a particular project (the “Specific-to-project Policies”).
Corporate insurance policies
The corporate insurance programme includes the following.
Worker’s Compensation insurance offering protection to Saipem employ ees in compliance with the specific regulations in force in the coun tries where the Group operates.
Property Damage package •“Hull and Machinery” insurance cove ring Saipem fleet on an all- risks basis including war risks;
•“Construction Equipment” insurance covering Saipem onshore and offshore construction equipment on an
all-risks basis;
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•“Cargo” insurance covering the equipment/goods wh ich Saipem is liable for during transport;
•“Offices and Yards” insurance covering building, offices, yards owned or leased by the Group.
Liability coverages
•“Protection & Indemnity (P&I)” insu rance covering Saipem liabilities aris ing out of the n avigation and/or operations of its vessels. Saipem fleet is entered into a P&I Club that is pa rt of the International Group of P&I
Club;
•“Comprehensive General Liability (CGL)” insurance cover ing Saipem liabilities arising out of Saipem’s operations whether onshore or offshore (always in di fference of conditions and/or difference of limits of the P&I coverage which is primary to the CGL). This policy is also extended to cover Saipem Group Employer’s
liability;
•“Directors & Officers (D&O)” poli cy providing financial protection for Saipem managers against the consequence of actual or alleged “wrongful acts” when acting in the scope of their managerial duties. The D&O policy covers the defence costs, as well as the financial losses;
•“Cyber Insurance Protection” covers both property da mage and liabilities which might arise out of a cyber-attack against Saipem info rmation and operating systems.
Specific-to-Project policies
The size and the nature of the proj ects which Saipem is engaged in make s it impossible to cover related construction risks (risks of loss of or damage to the Wo rks to be delivered) under open and permanent policies.
These risks are subject to “specific-to-project” policies commonly referred to as “Cons truction All Risks (CAR)” policies. In most cases, these policies are provided by t he Principal (the client). Alternatively, they fall under Saipem obligations. In any case, Saipem checks that the policy is suitable for the purpose of the project and in line with the market standards. These policies cover a ll the phases of the project from the engineering to the construction, installation and commi ssioning and are extended to also cover the warranty period attaching to the project.
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ADDITIONAL INFORMATION
Resignation of a Director and appointment of a New Director
On January 16, 2026, Director Roberto Diacetti tendered his resignation in order to pursue new professional opportunities. His resignation shall be effective upon comp letion of the Board of Directors' discussion on March 10, 2026 of the item concerning the proposal to approve Saipem’s dra ft financial statements and consolidated financial statements as at December 31, 2025.
On the same date, the Board of Di rectors appointed Monica Girardi by co-option as a non-executive and independent Director. She remained in office until t he Shareholders’ Meeting hel d on May 12, 2026, which confirmed her appointment as a Director of Saipem.
Girardi’s term of office will expire concurrently with that of the other Directors current ly in office, namely at the Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2026.
Offshore drilling unit Deep Value Driller
On February 17, 2026, Saipem announced that it had reached an agreement wi th Deep Value Driller AS on the main terms and conditions for the acquisition of the sev enth-generation mobile offs hore drilling unit Deep Value Driller (DVD), currently the subject of a bareboat ch arter agreement until July 31, 2026. Subsequently, on February 25, 2026, Saipem informed the market of the im possibility of completing the purchase of the DVD as a result of the decision, taken by the selling party and communicated to the ma rket on the same date, to proceed with the sale of the vessel to a third party. Saipem has re served the right to take all appropriate legal action to protect its interests and rights in all venues, without e xception. For further details, please refer to the press releases of February 17, 2026 ("Saipem: agreement reached on main terms for the acquisition of the Deep Value Driller drillship") and February 25, 2026 ("Saipem: Deep Value Driller AS decides not to finalise the agreement with Saipem for the acquisition of the Deep Value Driller drillship").
Appointment of the Board of Statutory Auditors
On May 12, 2026, the Shareholders’ M eeting appointed the members of the B oard of Statutory Auditors for a three-year term and, therefore, until the date of the Shar eholders’ Meeting convened to approve the Statutory Financial Statements as of December 31, 2028, namely:
•Giovanni Fiori - Chairman;
•Matteo Adinolfi - Alternate Auditor;
•Antonella Fratalocchi - Alternate Auditor;
•Raffaella Annamaria Pagani - Alternate Auditor;
•Maria Francesca Talamonti - Alternate Auditor.
Deferred Phantom Share Plan 2026-2029
On May 12, 2026, the Shareholders’ Meeting approved the adoption of the Deferred Phantom Share Plan 2026-2029, as an incentive tool aimed at maintaining a pr oper medium-long term perspec tive of the managerial incentives, which is necessary to ensure the retention of the resources most directly responsible for the company’s results, ensuring also appropriate alignment with the corporate priorities and a systemic mechanism mirroring the shareholder’s risk profile.
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Authorisation for the buy-back and cancellation of own shares
On May 12, 2026, the Sharehol ders’ Meeting, approved the proposed authorisation to buy-back own shares with the objective of remunerati ng the shareholders. The authoris ation was granted for the buy-back, as part of one or more programmes and also in multiple tranche, for a ma ximum total number of Saipem shares up to 5% of the number of Saipem shares outstanding (as from time to time resulting from the filings with the Companies’ Register), taking into account, in any cas e, any own shares already purchased pursuant to the authorisation and, if applicable, cancelled. Consistently with the object ives of the buy-back, the Shareholders’ Meeting, in extraordinary session, also authorised the cancellation, wi thout reducing share capital, of all treasury shares purchased in execution of the programme, as well as the corresponding amendment to the By-Laws. The authorisation to buy-back own shares and cancel tre asury shares was approved for a period of 18 months starting from today’s Shareholders’ resolution.
Disposal of Shallow water Drilling operations in Saudi Arabia
On June 24, 2026, Saipem announces that it has today signed a legally binding sale and purchase agreement with ADES Saudi Ltd Co, an indirect subsidiary of ADES Holding Co (ADES), an international operator active worldwide in offshore and onshore drilling services, for the sale of its entire shar eholding in Saudi Arabian Saipem Ltd, a company active in shallow-water offshore drilling operations, with a fl eet comprising three owned jack-up rigs (Perro Negro 7, Perro Negro 8 and Perro Negro 10) and two leased jack-u p rigs (Perro Negro 11 and Perro Negro 13). The value of the transaction amounts to USD 285 million on a debt-free/cash-fr ee basis and will be paid in cash at closing, subject to customary ad justment mechanisms. Comp letion of the transacti on, indicatively expected by the third quarter of 2026, is subject to the sat isfaction of customary condi tions precedent, including the obtainment of applicable regulatory approvals.
The recent crisis in the Middle East
In the first half of 2026, the geopoliti cal situation in the Middl e East was characterised by an intensification of regional tensions. In particular, on Februa ry 28, 2026, the armed for ces of the United States of America and Israel launched a series of attacks on Iranian territory, to which Iran responded by st riking Israeli territory, US military bases in the Persian Gulf states and, in some cases, energy, industrial and civilian infrastructure.
Close attention remains focused on devel opments in the Strait of Hormuz, which links the Persian Gulf to the Gulf of Oman and the Indian Ocean, and through which a significant proportion of the oil and liquefied natural gas produced in the region is transported. In the Middle East, Saipem operates mainly in Saudi Arab ia, Qatar and the United Arab Emirates, with a total backlog as at June 30, 2026 of €11.4 billion.
In the first half of 2026, the Group ensured the operational continui ty of most of its ongoi ng projects in the Middle East, experiencing only limited temporary suspensions of activities and compl eting key deliveries via the Strait of Hormuz, albeit with some delays. During the half-year, higher costs a ttributable to the conflict were incu rred, amounting to approximately €70 million, mainly relating to insurance premiums, logi stics costs, standby costs for vehicles and personnel, and measures to ensure the safety of personnel; the recoverability of these costs depends on the outcome of ongoing commercial negotiations with customers. The Group’s operational activities in the affected area are continuing, and there are currently no significant disruptions that would compro mise the execution of the pr ojects in the portfolio, all of which recorded steady progress during the first half of the year. However, uncertainties remain r egarding developments in the Strait of Hormuz, through which further shipment s of materials are scheduled for t he second half of the financial year.
In this crisis context, Saipem has pr omptly activated its crisis management pr otocols, involving local and central teams and emergency procedures consistent wi th the guidelines of the Ministry of Foreign Affairs’ Crisis Unit and local authorities, in order to ensure the safety of onshore and offshore pe rsonnel in Saudi Arabia, Qatar, the United Arab Emirates and Kuwait, the protection of assets and business continuity. Cyber threat intelligence services provided by Saipem and the relevant authorities indicate an increase in the cyber threat to operators in
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the affected markets and their supply chai ns, particularly in the areas involv ed in the conflict. The cyber security measures already adopted by Saipem are aligned with leading internat ional best practi ces, including the ‘National Framework for Cyber Securit y and Data Protection’, based on t he NIST Cybersecurity Framework (CSF).
Any disruptions or restrictions to trade flows could affect the operations and financial position of some of Saipem’s clients (Qatar Energy, Saudi Ar amco, ADNOC, KPC), as well as lead to a rise in energy commodity prices, with possible repercussions for global economies.
In this scenario, Saipem is constantly mo nitoring the effects of the crisis in the Middle East on its supply chain, in order to assess the impact on costs, delivery times a nd logistics. For its most recently awarded contracts, Saipem has included risk-sharing mechanisms in the contract s to address price increases and, in light of the uncertainty, is adjusting its operational strategies and engaging in discussions with clients and suppliers to mitigate any potential effects. Although no immediate direct impacts are expected, as Saipem does not purchase raw materials directly, the continuati on of tensions could reduce the availab ility and increase the prices of materials such as steel and nickel, with effects also on logistics and delivery ti mes. The supply chain is diversified, although risks remain for supplies wher e technological alter natives are limited.
Based on the information available as of the date of th is document and assuming a retu rn to pre-conflict scenario in 2027, Saipem expects to incur costs for the remaining part of the year that are similar in nature and amount to the costs incurred in the first half of 2026. Saipem believes that its capital and financial structure is adequat e to address the events described, as the Group continues to benefit from adequate leve ls of liquidity and available sources of financing (during the first half of 2026, the Group continued to receive regular payments from customers l ocated in the area affected by the conflict). Saipem continues to monitor devel opments in the affected area and thei r potential impact on operations, the supply chain, and project costs in order to assess any possible economic and financial effects and promptly identify any necessary mitiga tion measures. As at the date of this docum ent, the effects of the conflict are not considered to be such as to give rise to significant uncertainty regarding the Grou p’s ability to continue as a going concern.
Related party transaction
For a description of the principal trans actions with related parties, reference should be made to Note 43 to the Condensed Interim Consolidat ed Financial Statements.
Business outlook
The updated Guidance for 2026 is as follows:
•Revenue of approx. €15.5 billion;
•Adjusted EBITDA of approx. €1.75 billion;
•Operating Cash Flow (after the repayment of lease liabilities) of approx. €1.0 billion;
•Capex of approx. €450 million;
•Free Cash Flow (after the repayment of lease liabilities) of approx. €600 million.
Revenue guidance is confirmed anticipating that execution of projects in the Mi ddle East remains resilient, in line with the first half of the year. Adjusted EBITDA guidance is updated to reflect: (i) the extra costs incurred in relation to the conflict in the Middle East, as well as an estimate of extra costs that could aff ect the second half of the year; and (ii) the deconsolidation of the shallow water drilling business after the closing of the disposal. The recoverability of these extra costs cannot be precisely quan tified at this stage, as it is subject to the outcome of commercial discussions with clients. While clients are showing signs of support, t he recovery of these extra costs has not been incorporated in the guidance set out above.
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The confirmation of the cash generation guidance is based on the followi ng elements: (i) the excellent results achieved in the first half of the year; and (ii) the structur al improvement in cash flow conversion, resulting from the improved quality of projects and the related contractual terms, as well as the optimisation of working capital management, which more than offsets the extra costs related to the Middle East crisis.
For comparability with the guidance previously communi cated, the Free Cash Flow guidance does not include the proceeds from the disposal of the shallow-water o ffshore drilling business, compl etion of which is expected for the third quarter of 2026. From a commercial standpoint, the results achieved in the first seven months of the year, together with several additional opportunities cu rrently under discussion, reinforce our confidence that the 2026 order intake will exceed that of 2025.
Main events after the reporting period
New contracts awarded On July 2, 2026, the Joint Venture comprising Itinera Sp A (part of ASTM Group) as l ead partner (40%), Saipem SpA (35%), and ICM SpA (25%) has been awarded the contr act for the design and construction of Lot 4 of the A8 "Unirii" Motorway in Romania. The contract was awarded by Compania Na țională de Investiții Rutiere (CNIR), Romania's National Road Invest ment Company. The total value of the con tract is approximately €700 million, of which Saipem's share amounts to approximately €245 million.
On July 7, 2026, Saipem, through its subsidiary PT Saipem Indonesia, in joint venture with PT Tripatra Engineers and Constructors, has been awarded a co ntract for the Engineering, Procurem ent, Construction and Installation (EPCI) of a Floating Production, Storage and Offloading (FPSO) unit for the “Kutei North Hub Field Development Project”, located in the Kutei Basi n, East Kalimantan, Indonesia. The contract, valued at approximately USD 2 billion for Saipem’s share, has been awarded by Eni North Ganal, a company controlled by Searah Ltd, the business combination company established by Eni and Petronas. On July 22, 2026, Saipem has been awarded a new offshore drilling contract by Eni Côte d’Ivoire Ltd, valued at approximately USD 260 million. In particul ar, the drillship Santorini will be depl oyed offshore Côte d’Ivoire for a long-term development drilli ng campaign, with operations scheduled to begin in early 2027. The project includes a firm commitment for an extended drilling programme, with the potential deployment of the rig in neighbouring countries, as well as additional optional periods, thus fu rther enhancing the long-term visibility and continuity of the unit’s future utilisation. On July 27, 2026, Saipem awarded new contracts in Ivory Coast and Italy by Eni worth approximately €800 million. The first contract, awarded by Eni Côte d’Ivoire and its partners, refers to the Baleine Phase 3 project, the third development phase of the Baleine oil and gas field, located offshore Ivor y Coast at water depths up to 1,300 metres. The second contract, awarded by Enilive, Eni’s company active in the production of biofuels, biomethane, and in the marketing and distribution of all energy carriers for mobility, refers to the engineering, procurement and construction of a new deoxygenation unit at En ilive’s biorefinery in V enice, Porto Marghera.
Additional information
Under Article 20 of the Articles of Association, pursuant to A rticle 2365, second paragrap h of the Italian Civil Code, the Board of Director s of Saipem SpA is responsible for amendi ng the Articles of A ssociation to comply with legislative provisions.
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RECONCILIATION OF RECLASSIFIED BALANCE SHEETS USED IN THE DIRECTORS' REPORT WITH THE IAS/IFRS FINANCIAL STATEMENTS 125 /
Reconciliation of reclassified balance sheets used ___________________________________________ in the Directors’ report with the IAS/IFRS financial statements
Reclassified statement of financial position (€ million) June 30, 2026 Dec. 31, 2025 Reclassified statement of financial position (where not explicitly stated, the component is obtained from the IAS/IFRS template) Partial values
from
IAS/IFRS
template Values from
reclassified
template Partial values
from
IAS/IFRS
template Values from
reclassified
template
A) Property, plant and equipment 2,469 2,700 Note 14 - Property, plant and equipment 2,469 2,700 B) Goodwill 641 641 Note 15 - Goodwill 641 641 C) Net intangible assets 38 38 Note 16 - Intangible assets 38 38 D) Right-of-use of lease assets 1,068 1,213 Note 17 - Right-of-use of lease assets 1,068 1,213 E) Equity investments (23) (25) Note 18 - Equity investments 121 127 Reclassified from G) - provis ions for losses of investees (144) (152) F) Working capital (1,057) (667) Note 8 - Other current financial assets 533 429 Reclassified to N) – financial r eceivables for non-operating purpose (533) (429) Note 9 - Trade and other receivables 3,746 3,237 Note 10 - Inventories 297 312 Note 11 - Contract assets 2,035 1,904 Note 12 - Current and non-current tax assets 266 278 Note 12 - Other current tax assets 243 205 Note 13 - Other current assets 284 417 Note 20 - Other non-current receivables and assets 97 121 Note 19 - Deferred tax assets 433 414 Note 21 - Trade and other payables (3,960) (3,907) Note 22 - Contract liabilities (4,021) (3,237) Note 12 - Current and non-current tax liabilities (77) (129) Note 12 - Other current tax liabilities (132) (102) Note 23- Other current liabilities (125) (42) Note 28 - Other non-current payables and liabilities (132) (128) Note 19 - Deferred tax liabilities (11) (10) G) Provisions for risks and charges (684) (795) Note 26 - Provisions for risks and charges (828) (947) Reclassified to E) - provisions for losses of investees 144 152 H) Provisions for employee benefits (222) (195) Note 27 - Provision for employee benefits (222) (195) I) Net assets (liabilities) held for sale 192 -
Note 30 - Discontinued operat ions, assets held for sale and directly associated liabilities 192 -
NET CAPITAL EMPLOYED 2,422 2,910
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cont.d Reclassified statement of financial position (€ million) June 30, 2026 Dec. 31, 2025 Reclassified statement of financial position (where not explicitly stated, the component is obtained from the IAS/IFRS template) Partial values
from
IAS/IFRS
template Values from
reclassified
template Partial values
from
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template Values from
reclassified
template
L) Equity 2,312 2,637 Note 31 - Equity 2,312 2,637 M) Non-controlling interests 1 1 Note 31 - Equity 1 1 N) Net financial debt (cash) pre-lease liabilities (1,078) (999) Note 5 - Cash and cash equivalents (1,866) (1,707) Note 6 - Financial assets measured at fair value through OCI (23) (41) Note 7 - Other non-current financial assets (448) (603) Note 8 - Other current financial assets - (1) Note 24 - Current financial liabilities 85 38 Note 24 - Non-current financial liabilities 1,448 1,440 Note 24 - Current portion of non-current financial liabilities 259 304 Reclassified from F) - financial receivables for non-operating purposes (Note 8) (533) (429) O) Lease liabilities 1,187 1,271 Note 17 - Net lease liabilities 1,187 1,271 P) Net financial debt (cash) 109 272
FUNDING 2,422 2,910
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RECONCILIATION OF RECLASSIFIED BALANCE SHEETS USED IN THE DIRECTORS' REPORT WITH THE IAS/IFRS FINANCIAL STATEMENTS 127 /
Reclassified income statement The reclassified income statement differs from the IAS/IFRS template sole ly for the following reclassification:
•the item "other operating income (expense)" (€10 milli on), which is indicated separately in the IAS/IFRS template, are stated under the item “purchases, servi ces and other costs” (€4 m illion) in the reclassified
income statement;
•the item "other operating income (expense)" (€6 milli on), which is indicated separately in the IAS/IFRS template, are stated under the item “purchases, servi ces and other costs” (€6 milli on) in the reclassified
income statement;
•the items “financial income” (€297 million), “financial expense” (-€301 million), “derivative financial instruments” (€64 million) and “net finance income (expense) from financial assets at fair value through profit or loss” (€2 million), which are indica ted separately in the IAS/IFRS temp late, are stated under the item “net financial expense” (-€66 million) in the reclassified income statement;
All other items are unchanged.
Items of the reclassified statement of cash flows The reclassified statement of cash flows differs from the IAS/IFRS template solely for the following
reclassifications:
•the items “depreciation and amorti sation” (€557 million), “change in employee benefit provision” (€34 million), “net impairment losses (reversals of impair ment losses) on property, pl ant and equipment, intangible assets, and right-of-use assets” (€4 million), “share of profit (loss) of equi ty-accounted investees” (-€9 million) and “other changes” (-€23 milli on), indicated separately and incl uded in the net cash flow from operating activities in the IAS/IFRS template, are s hown net under “depreciation, amortisations and other non-cash items” (€563 million);
•the items “interest income” (-€38 million), “interest expense” (€79 million) and “income taxes” (€87 million), indicated separately and included in cash flows from working capital in the IAS/IFRS template, are shown net under the item “dividends, inte rests and taxes” (€128 million);
•the items regarding changes in “inventories” (- €13 million), “trade receivables” (-€495 million), “trade payables” (-€130 million), “provisions for risk and charges” (-€108 million), “other contract assets and liabilities” (€732 million) and “other assets and liabilities” (€224 million), indicated s eparately and included in cash flows from working capital in the IAS/IFRS template, are shown net under the item “changes in working capital related to operations” (€210 million);
•the items “dividends received” (€14 million), “interests received” (€28 million), “interest paid” (-€65 million) and “income taxes paid net of refunds of tax cr edits” (-€133 million), indicat ed separately and included in cash flows generated by operating activities in the IAS/IFRS template, are shown net under the item “dividends received, income taxes paid and interest paid and received” (-€156 million);
•the items relating to investments in “property, plant and equipment” (-€128 milli on) and “intangible assets” (-€5 million), indicated separately and included in cash flows from invest ing activities in the IAS/IFRS template, are shown net under the it em “capital expenditure” (-€133 million);
•the items “increase in non-current loans and borrowi ngs” (€8 million), “decrease in non-current loans and borrowings” (-€45 million) and “increase (decrease) in current loans and borrowings” (€46 million), indicated separately and included in net cash fl ows from financing activities in t he IAS/IFRS template, are shown net under the item “changes in current and non- current loans and borrowings” (€9 million).
All other items are unchanged.
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GLOSSARY
Financial terms
Beta coefficient that defines the measure of the systematic risk of a financial asset, i.e., the trend of an asset’s return in line with changes in the reference market. The beta is defined as the ratio bet ween the probability of the expected return of a specific asset with the expected ma rket return, and the variance of the market return.
CGU Cash Generating Unit refers to, as part of the execution of the impairment test, the smallest identifiable group of assets that generates cash inflows or outflow s, deriving from the continuous use of assets, largely independent of the cash inflows or outflows from other assets or groups of assets.
FVTOCI (Fair Value Through Other Comprehensive Income) positive and negative components recognised in equity arising from the measurement and realisation of financial instruments, when the conditions set out in IFRS are met, i.e. when the financial asset is held within a business model w hose objective is achieved by both collecting contractual cash flows and selling financial assets and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of pr incipal and interest on the principal amount outstanding.
Headroom (Impairment Loss) positive (or negative) excess of the recoverable amount of a CGU over the carrying amount of that unit. IFRS International Financial Reporting Standards issued by the IASB (International Accounting Standards Board) and endorsed by the European Commission. They comprise International Financial Reporting Standards (IFRS), International Accounting Standards (IAS ), and the interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and the Standing In terpretations Committee (SIC) adopted by the IASB.
The name International Fi nancial Reporting Standards (IF RS) has been adopted by the IASB for standards issued after May 2003. Standards issued before M ay 2003 have maintained the denomination IAS.
KRI (Key Risk Indicator) key risk indicator as a metric to measure the likelihood that the combined possibility of an event and its consequences will exceed the organisation' s risk appetite and have a profoundly negative impact on the organisation's ability to succeed. LDs (Liquidated Damages) are the amount of damages predetermined in the con tract that one of the contracting parties agrees to pay to the other in the event of non-c ompliance. This clause is beneficial for both parties, as it provides a guarantee on the maximum amo unt of damages that can be compensated.
Leverage measures a company’s level of indebtedness, calculated as the ratio between net financial debt and equity including non-controlling interests. Long-Only funds active long-only equity managers have strategies characterised by being able to realise a gain only if the underlying market rises: if the latter falls, they can only limit their losses through a reduction in exposure and optimal (but not alwa ys feasible) stock selection.
OCI (Other Comprehensive Income) it ems of income and expense (including reclassificati on adjustments) that are not recognised in profit or lo ss as required or permitted by IFRS.
Receivables “in bonis” total amount of receivables of a commercial nature, not expired or past due by no more than twelve months, towards clients deemed solvent. ROACE (Return on Average Capital Employ ed) calculated as the ratio between net result before non-controlling interests, plus net financial expense on net financial pos ition the related tax effect and net average capital employed. Special items items of income arising from events or transactions that are non-recu rring or that are not considered to be representative of the ordinary course of business.
SPPI test (Soley payment of princi pal and interest test), a test on the basis of which it is ascertained whether a financial instrument has the characteristi cs of eligibility at amortised cost or Fair Value Trough OCI and involves verifying that the cash flows generated by the instrument are represented excl usively by the payment of principal and interest.
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WACC Weighted Average Cost of Capital calculated as a weighted average of the cost of t he group’s debt capital and the cost of risk capital, defined on the basis of the Capital Asset Pricing Model (CAPM) methodology, consistent with the specific risk of Saipem’s busi ness, measured by the beta of the Saipem share.
Write-off cancellation or reduction of the value of an asset.
Operational terms
Buckle detection system that utilises electromagnetic waves during pi pe laying in order to flag if the pipes laid on the bottom have collapsed or are deformed in any way.
Bundles, bundles of cables. Carbon Capture and Storage technology which enables the carbon present in gaseous effluents from hydrocarbon combustion and treatment pl ants to be captured and stored over long periods of time in underground geological formations, thus reducing or eliminating carbon dioxide emissions into the atmosphere. Central Processing Facility production unit performing the first trans formation of crude oil or natural gas.
Cold stacked an inactive plant with skel eton crew and maintenance.
Commissioning series of processes and procedures undertaken in order to start operations of a gas pipeline, associated plants and equipment. Concrete coating reinforced concrete coating for subsea pipelines in order to ballast and protect them from damage and corrosion. Conventional waters , water depths of up to 500 metres.
Cracking chemical-physical process, typically employed in dedicated refinery plants, whose objective is to break down the heavy hydrocarbon molecules obtained fr om primary distillation into lighter fractions.
Debottlenecking removal of obstacles (in rigs/fiel ds) which leads to higher production.
Deck area of a vessel or platform where process plants, equipment, accomm odation modules and drilling units are located. Decommissioning a process undertaken in order to wind down the operations of a gas pipeline and its associated plant and equipment. It is performed at the end of the useful life of the plant or vessel following an incident, for technical or financial reas ons, for safety or environmental reasons.
Deep waters water depths of over 500 metres.
Downstream all operations that follow exploration and production operations in the oil sector.
Drillship vessel capable of self-propulsion, designed to carry out drilling operations in deep waters.
Dry-tree wellhead located above the wate r on a floating production platform.
Dynamically Positioned Heavy Lifting Vessel a vessel equipped with a heavy-lift crane capable of maintaining a defined position with respect to a certain refer ence system with high precisi on by means of thrusters (propellers), thereby counteracting the for ce of the wind, sea, currents, etc.
EPC (Engineering, Procur ement, Construction) a type of contract typical of the Onshore Engineering & Construction segment, comprising the provision of engineering servi ces, procurement of materials and construction. The term “turnkey” means when a plant is provided to customer ready for use, so already operational. EPCI (Engineering, Procurem ent, Construction, Installation) type of contract typical of the Offshore Engineering & Construction segment, which relates to the realisat ion of a complex project where the global or main contractor (usually a construction company or a conso rtium) provides the engineeri ng services, procurement of materials, construction of the system and its infrastructure, transport to site, installation and commissioning/prepar atory activities for the start-up of operations.
Fabrication yard yard at which offshore structures are fabricated. Facilities auxiliary services, structures and installations required to support the main systems.
Farm out awarding of the contract by the client to another entity for a fixed period of time.
FDS (Field Development Ship) combi ned vessel, dynamically positioned, multi -purpose crane and subsea pipeline laying capability. FEED (Front-End Engineering and Design) basic engineering and preliminar y activities carried out before beginning a complex project to evaluate it s technical aspects and enable an in itial estimate of the investment required. Field Engineer on-site engineer.
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Flare tall metal structure used to burn off gas produced by oil/ gas separation in oil fields when it is not possible to utilise it on site or ship it elsewhere.
FLNG Floating Liquefied Natural Gas unit used for the treatment, liquefaction and storage of gas which is subsequently transferred onto vessels for transportation to end-use markets. Floatover type of module installation on offshore platforms t hat does not require lifting operations. A specialised vessel transporting the module uses a ballast system to pos ition itself directly a bove the location where the module is to be installed. Once the module is in co ntact with the supports, the vessel disconnects, and the module is subsequently secured to the support structure. Flowline pipeline used to connect individual wells to a manifold or to gathering and processing facilities.
FPSO vessel Floating Production, Storage and Offloading system comprising a large tanker equipped with a high-capacity production facility. This system, moored at the bow to main tain a geo-stationary position, is effectively a temporarily fixed pla tform that uses risers to connect t he subsea wellheads to the on-board processing, storage a nd offloading systems.
FPU Floating Production Unit.
FSHR (Free Standing Hybrid Risers) system consisting of a vertical st eel pipe (“riser”), which is kept under tension by a floating module position near the water whose buoyan cy, ensures stability. A flex ible pipe (jumper) connects the upper part of the riser to the Floati ng Production Unit (FPU), while the ri ser is anchored to the sea bottom by means of an anchoring system. A rigid pipe (riser base jumper) connects the lower part of the FSHR to the Pipeline End Terminations (PLETs). FSRU (Floating Storage Regasifi cation Unit) a floating term inal in which liquefied nat ural gas is stored and then re-gasified before being tra nsported by pipeline.
Gas export line pipeline for carrying gas from the subsea reservoirs to the mainland.
Grass Root Refinery a refinery that is built from scratch with a planned capacity.
Hydrocracker installation in which large hydrocarbon mo lecules are broken down into smaller ones.
Hydrotesting operation involving high pressur e (higher than operational pre ssure) water being pumped into a pipeline to ensure that it is devoid of defects. Hydrotreating refining process aimed at improving t he characteristics of oil fractions.
Ice Class classification that indicates the additional level of upgrading and other criteria that make a ship seaworthy to sail in sea ice. International Oil Companies privately-owned, typically publicly tra ded, oil companies engaged in various fields of the upstream and/or downstream oil industry.
Jacket platform underside structure fi xed to the seabed using piles.
Jack-up mobile self-lifting unit comprising a hull and re tractable legs used for offshore drilling operations.
J-laying method of pipe laying that utilises an almost vertical launch ramp, maki ng the pipe configuration resemble the letter “J”. This type of pipe laying is suitable for deep waters.
Lay-up a laid-up vessel whereby its class certification validity is suspended.
Leased FPSO (Floating Producti on, Storage and Offloading) vessel for whi ch a lease contract is in place between a client/lessee (Oil Company) and a contractor/lessor, whereby the lessee (client/Oil Company) makes lease payments to the lessor for use of the vessel for a specific period of time. At the end of the lease term, the lessee has the option to purchase the FPSO. LNG (Li quefied Natural Gas), which is obtained at atmospher ic pressure by cooling the natural gas down to -160 °C. It is turned to liquid form for ease of transport from its extraction lo cation to where it will then be transformed and used. A tonne of LNG is equival ent to 1,500 cubic metres of gas.
Local Content policy whereby a group develops local capabilit ies, transfers its technical and managerial know-how and enhances the local labour market and businesses through its own business activities.
LPG (Liquefied Petroleum Gas) pr oduced in refineries through the fractionation of crude oil and subsequent processes, liquid petroleum gas exists in a gaseous st ate at ambient temperatures and atmospheric pressure but changes to a liquid state under moderate pressure at ambi ent temperatures, thus enabling large quantities to be stored in easy-to-handle metal pressure vessels. LTI Lost Time Injury. An LTI is any work-related injury that renders the injured person temporarily unable to perform any regular job or restricted work on any day/shif t after the day or shift on which the injury occurred.
Marginal fields oil fields with scarce exploitabl e resources or that are recording a drop in production, so it is sought to extend their use via lo w risk, cost effective technologies.
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GLOSSARY 131 /
Midstream sector comprising all those activities relati ng to the construction and management of the oil transport infrastructure.
Moon pool an opening in the hull of a drillship fo r equipment to be lowered through.
Mooring buoy offshore mooring system.
Multipipe subsea gas/liquid gravity separation syst em using a series of small diameter vertical separators operating in parallel (for deep water application). National Oil Companies State-owned/controlled companies engaged in oil exploration, production, transportation and conversion. NDT Non-Destructive Testing. A series of inspecti ons and tests used to detect structural defects conducted using methods that do not alter the material under inspection.
NDT Phased Array non-destructive testing method that employs ultrasound to det ect structural or welding defects. Offshore/Onshore the term offshore indicates a portion of open sea, and, by ex tension, the activities carried out in this area, while onshore refers to land operations. Oil Services Industry industrial sector that provides services and/ or products to the National or International Oil Companies engaged in oil exploration, production, transportation and conversion.
Open Book Estimate (OBE) type of contract where the lump-sum fee for the project (usually for turnkey or EPC projects) is agreed on with the client, with complete transparency, after the con tract has been signed and during an advanced stage of the base engineering, on the basis of an overall project cost estimate.
Pig piece of equipment used to clean, descale and survey a pipeline internally.
Piggyback pipeline small-diameter pipeli ne, fixed to a larger pipeline, us ed to transport a product other than that of the main line. Pile long and heavy steel pylon driven into the seabed. A system of piles is used as the foundation for anchoring a fixed platform or other offshore structures. Pipe-in-pipe subsea pipeline system compris ing 2 coaxial pipes, used to tra nsport hot fluids (Oil&Gas).
The internal pipe has the function of transporting the fluid. The space bet ween the two pipes is insulated to reduce heat exchange with the external environment. The ex ternal pipe provides mechanical protection from the pressure of the water. Pipe-in-pipe forged end forged end of a coaxial double pipe.
Pipelayer vessel used for subsea pipe laying.
Pipeline pipes and auxiliary equipment used principally for tra nsporting crude oil, oil products and natural gas to the point of delivery. Pipe Tracking System (PTS) an electronic system used to ensur e the full traceability of the components of subsea pipes installed on a project. Piping and Instrumentation Diagram (P&ID) diagram showing all plant equipment, pi ping and instrumentation with associated shut-dow n and safety valves.
Pre Assembled Rack (PAR) pipeline support beams.
Pre-commissioning phase comprising pipeli ne clean-out and drying.
Pre-drilling template support structure for a drilling platform.
Pre-Salt layer geological formation pres ent on the continental shelve s offshore Brazil and Africa.
Pre-Travel Counselling health and medical advice fo r anyone required to travel, pr oviding them with adequate information on the specific risks in the country of desti nation and the relevant preventive measures to be taken.
Pulling minor operations on oil wells due to maintenance or margi nal replacements.
QHSE Quality, Health, Safety, Environment.
Rig drilling installation com prising t he derrick, the drill deck (which supports the derrick), and ancillary installations that enable the descent, ascent and ro tation of the drill unit, as well as mud extraction.
Riser manifold connecting the subsea wellhead to the surface. ROV (Remotely Operated Vehi cle) unmanned vehicle, pilo ted and powered via umbilical, used for subsea surveys and operations. Shale gas unconventional gas extracted from shale deposits. Shale oil non-conventional oil obtained from bituminous shale.
Shallow water sees Conventional waters.
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Sick Building Syndrome a cluster of symptoms in people working in a specific workplace. The exact causes of the syndrome are not known but t he presence of volatile organic compounds, formaldehyde, moulds and dust mites are thought to be contributing factors.
S-laying method of pipe laying that utilis es the elastic properties of steel, making the pipe configuration resemble the letter “S”, with one end on the seabed and the other under tensi on on-board the ship.
This configuration is suited to me dium to shallow-water pipe laying.
Slug catcher equipment for the pur ification of gas.
Smart stacking when rig is left idle to reduce operational costs and a preservation programme is put in place.
Sour water , water containing dissolved pollutants.
Spar floating production system, anchored to the seabed by means of a semi-rigid mooring system, comprising a vertical cylindrical hull supporti ng the platform structure.
Spare capacity relationship between crude oil pr oduction and production capacity, i. e. quantity of oil which is not currently needed to meet demand.
Spool connection between a subsea pipeline and the platform riser, or between the ends of two pipelines.
Spoolsep unit used to separate wate r from oil as part of the crude oil treatment process.
Stripping process through which volatile compounds are remo ved from the liquid solution or the solid mass in which they have been diluted. Subsea processing operations performed in offshore oil and/or natural gas field developments, especially relating to the equipment and technology employed for the extraction, treatment and transportation of oil or gas below sea level. Subsea tiebacks lines connecting new oil fields with existing fixed or floating facilities.
Subsea treatment a new process for the development of marginal fields. The syst em involves the injection and treatment of seawater directly on the seabed.
SURF (Subsea, Umbilical, Risers, Flow lines) facilities, pipelines and equi pment connecting the well or subsea system to a floating unit. Tandem Offloading method used for the transfer of liquids (oil or LNG) between two offshore units in a line via aerial, floating or subsea lines (unlike side-by-side offloading, where the two units are positioned next to each other). Tar sands mixture of clay, sand, mud, water and bitumen. The tar is made up pr imarily of high molecular weight hydrocarbons and can be transformed into various petroleum products. Template rigid and modular subsea structure w here the oilfield well-heads are located.
Tender Assisted Drilling unit (TAD) an offshore platform complete with drilling tower, connected to a drilling support tender vessel housing all necessary ancillary infrastructures. Tendons pulling cables used on tension leg platforms to ensure platform stability during operations.
Tension Leg Platform (TLP) fixed-type floating pl atform held in position by a system of tendons and anchored to ballast caissons located on the seabed. These platforms are used in ultra-deep waters. Termination for Convenience the right to unilaterally terminate the con tract at any time provided they pay the agreed termination fee to do so (cd. “termination fee”).
Tie-in connection between a production line and a subsea we llhead or simply a connection between two pipeline sections. Tight oil , oil “trapped” in liquid form deep below the earth’s surface in low permeability rock formations, which it is difficult to extract using conventional methods. Topside portion of a platform above the jacket.
Train series of units that achieve a complex refining, petrochem ical, liquefaction or natural gas regasification process. A plant can be made up of one or more trains of equal capacity operating in parallel.
Trenching burying of offshore or onshore pipelines.
Trunkline oil pipeline connecting large storage facilities to the production facilities, refineries and/or onshore terminals. Umbilical flexible connecting sheath, contai ning flexible pipes and cables.
Upstream relating to explorati on and production operations.
Vacuum second stage of oil distillation.
Warm Stacking idle plant, but one ready to resume operations in the event that a new contract is acquired.
Personnel are at full strength and ordinar y maintenance is normally carried out.
Wellhead fixed structure separating the well from the outside environment.
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WHB (Wellhead Barge) vessel equipped for drilling, workover and production (partial or total) operations, connected to process and/or storage plants.
Workover major maintenance operation on a well or replacement of subsea equipment used to transport the oil to the surface.
Other terms
CCUS (Carbon Capture, Utilization and Stor age) covers all the solutions maki ng it possible to reduce or fully eliminate from the atmosphere greenhouse gas em issions of polluting treatment plants.
ESG (Environmental Social Gove rnance) refers to the consideration of t he operations of a company in relation of its interactions with the environment and territory, community and company management.
ESMA European Securities and Markets Authority.
LTIFR (Lost Time Injury Frequency Rate) is the rate that measures injuries resulting in the loss of at least one work shift or working day following the incident.
OECD (Organisation for Economic Co-operation and Devel opment) composed of thirty -five developed countries having in common a democratic system of government and a free market economy. OPEC Organization of the Petr oleum Exporting Countries.
TRIFR (Total Recordable Injury Frequency Rate) is the ra te that measures the total number of recordable workplace injuries relative to the hours worked.
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03.
condensed interim Consolidated financial statements
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135
/ content
condensed interim consolidated financial statements
Statements ______________________________________________________________________________________________________________________________ _______________________ 136 Notes to the condensed interim consolidated financial statements ______________________________________________________________ 144 Note 1 Basis of presentation ________________________________________________________________________________________________________________________ 144 Note 2 Accounting estimates and significant judgements ________________________________________________________________________________ 145 Note 3 Changes to accounting standards ______________________________________________________________________________________________________ 148 Note 4 Consolidation scope as of June 30, 2026 _____________________________________________________________________________________________ 150 Note 5 Cash and cash equivalents _________________________________________________________________________________________________________________ 155 Note 6 Financial assets measured at fa ir value through profit or loss _______________________________________________________________ 155 Note 7 Financial assets measured at fair value through OCI _____________________________________________________________________________ 156 Note 8 Other financial assets _______________________________________________________________________________________________________________________ 157 Note 9 Trade and other receivables ______________________________________________________________________________________________________________ 157 Note 10 Inventories ______________________________________________________________________________________________________________________________ ________ 158 Note 11 Contract assets ______________________________________________________________________________________________________________________________ _ 158 Note 12 Tax assets and liabilities ____________________________________________________________________________________________________________________ 159 Note 13 Other current assets ________________________________________________________________________________________________________________________ 160 Note 14 Property, plant and equipment ___________________________________________________________________________________________________________ 160 Note 15 Goodwill ______________________________________________________________________________________________________________________________ ____________ 162 Note 16 Intangible assets ______________________________________________________________________________________________________________________________ 163 Note 17 Right-of-Use assets, lease assets and lease liabilities __________________________________________________________________________ 163 Note 18 Equity investments ___________________________________________________________________________________________________________________________ 164 Note 19 Deferred tax assets and liabilities ______________________________________________________________________________________________________ 165 Note 20 Other non-current receivables and assets __________________________________________________________________________________________ 166 Note 21 Trade and other payables __________________________________________________________________________________________________________________ 166 Note 22 Contract liabilities ____________________________________________________________________________________________________________________________ 167 Note 23 Other current liabilities _____________________________________________________________________________________________________________________ 167 Note 24 Financial liabilities ____________________________________________________________________________________________________________________________ 168 Note 25 Analyses of net financial debt ____________________________________________________________________________________________________________ 170 Note 26 Provisions for risks and charges ________________________________________________________________________________________________________ 171 Note 27 Employee benefits ____________________________________________________________________________________________________________________________ 172 Note 28 Other non-current payables and liabilities ___________________________________________________________________________________________ 172 Note 29 Derivative financial instruments _________________________________________________________________________________________________________ 173 Note 30 Assets held for sale and directly associated liabilities ___________________________________________________________________________ 174 Note 31 Equity ______________________________________________________________________________________________________________________________ ________________ 175 Note 32 Additional information _______________________________________________________________________________________________________________________ 177 Note 33 Guarantees, commitments and risks ___________________________________________________________________________________________________ 177 Note 34 Revenue ______________________________________________________________________________________________________________________________ ____________ 195 Note 35 Operating expenses __________________________________________________________________________________________________________________________ 196 Note 36 Financial income (expense) ________________________________________________________________________________________________________________ 200 Note 37 Gains (losses) on equity investments __________________________________________________________________________________________________ 201 Note 38 Income taxes ______________________________________________________________________________________________________________________________ _____ 202 Note 39 Non-controlling interests __________________________________________________________________________________________________________________ 202 Note 40 Profit (loss) per share ______________________________________________________________________________________________________________________ 202 Note 41 Reporting by business segment _________________________________________________________________________________________________________ 203 Note 42 Reporting by geographical segment ____________________________________________________________________________________________________ 204 Note 43 Related party transactions ________________________________________________________________________________________________________________ 205 Note 44 Significant non-recurring events and operations _________________________________________________________________________________ 214 Note 45 Positions or transactions arisi ng from atypical and/or unusual operations _____________________________________________ 214 Note 46 Events after the reporting period _______________________________________________________________________________________________________ 214 Information regarding the notice from the Consob Offices dated April 6, 2018 ______________________________________________ 215 Management’s certification _____________________________________________________________________________________________________________________________ 217 Independent Auditors' Report __________________________________________________________________________________________________________________________ 218
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Statement of financial position (€ million) Note (1) June 30, 2026 Dec. 31, 2025 Total of which with related parties (2) Total of which with related parties (2)
ASSETS
Current assets
Cash and cash equivalents (No. 5) 1,866 1,707 Financial assets measured at fair value throu gh profit and loss (No. 6) 23 41 Financial assets measured at fair value through OCI (No. 7) 448 603 Other financial assets (No. 8) 533 508 429 428 Lease assets (No. 17) 2 21 Trade and other receivables (No. 9) 3,746 1,345 3,237 1,287 Inventories (No.10) 297 312 Contract assets (No. 11) 2,035 1,904 Tax assets (No. 12) 238 246 Other tax assets (No. 12) 243 205 Other assets (No. 13 and 29) 284 28 417 30 Total current assets 9,715 9,122
Non-current assets
Property, plant and equipment (No. 14) 2,469 2,700 Goodwill (No. 15) 641 641 Intangible assets (No. 16) 38 38 Right-of-Use assets (No. 17) 1,068 1,213 Equity investments accounted for using the equity method (No. 18) 121 127 Other equity investments (No. 18) - -
Other financial assets (No. 8) - 1 Lease assets (No. 17) 2 1 32 1 Deferred tax assets (No. 19) 433 414 Tax assets (No. 12) 28 32 Other receivables and assets (No. 20 and 29) 97 121 Total non-current assets 4,897 5,319 Assets held for sale (No. 30) 298 -
TOTAL ASSETS 14,910 14,441
LIABILITIES AND EQUITY
Current liabilities
Current financial liabilities (No. 24) 85 1 38 1 Current portion of non-current financial liabilities (No. 24) 259 304 Current portion of non-current lease liabilities (No. 17) 676 670 Trade and other payables (No. 21) 3,960 579 3,907 497 Contract liabilities (No. 22) 4,021 606 3,237 668 Tax liabilities (No. 12) 48 93 Other tax liabilities (No. 12) 132 102 Other liabilities (No. 23 and 29) 125 42 Total current liabilities 9,306 8,393
Non-current liabilities
Non-current financial liabilities (No. 24) 1,448 1,440 Non-current lease liabilities (No. 17) 515 1 654 1 Provisions for risks and char ges (No. 26) 828 947 Employee benefits (No. 27) 222 195 Deferred tax liabilities (No. 19) 11 10 Tax liabilities (No. 12) 29 36 Other payables and liabilities (No. 28 and 29) 132 128 Total non-current liabilities 3,185 3,410 Liabilities directly related to assets hel d for sale (No. 30) 106 –
TOTAL LIABILITIES 12,597 11,803
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STATEMENTS 137 /
cont'd Statement of financial position (€ million) Note (1) June 30, 2026 Dec. 31, 2025 Total of which with related parties (2) Total of which with related parties (2)
EQUITY
Non-controlling interests (No. 31) 1 1 Equity attributable to the owners of the parent: (No. 31) 2,312 2,637
- share capital (No. 31) 502 502
- share premium reserve (No. 31) 1,621 1,621
- other reserves (No. 31) (6) 74
- retained profit 278 309
- profit (loss) for the period 96 310
- negative reserve for treasury shares in portfolio (No. 31) (179) (179) Total equity 2,313 2,638
TOTAL LIABILITIES AND EQUITY 14,910 14,441
(1) The notes are an integral part of the condensed interim consolidated financial statements.
(2) For an analysis of figures shown as “of which with related parties”, see Note 43 “Related party transactions”.
Income statement
(€ million) Note (1) First half 2026 First half 2025 Total of which with related parties (2) Total of which with related parties (2)
REVENUE
Core business revenue (No. 34) 7,345 2,194 7,211 1,913 Other revenue and income (No. 34) 10 - 5 -
Total revenue 7,355 7,216
Operating expenses
Purchases, services and other costs (No. 35) (5,406) (580) (5,373) (393) Net reversals of impairment losses (impairment losses) on trade and other receivables (No. 35) 6 19 Personnel expenses (No. 35) (1,160) (1,098) Depreciation, amortisation and impairment losses (No. 35) (561) (459) Other operating income (expense) (No. 35) 6 -
OPERATING PROFIT (LOSS) 240 305
Financial income (expense) Financial income 297 14 432 15 Financial expense (301) - (559) (1) Net finance income (expense) from financial assets at fair value through profit or loss 2 4 Derivative financial instruments (64) 29 Net financial income (expense) (No. 36) (66) (94) Gains (losses) on equity investments Share of profit (loss) of equity-accounted investees 9 (11) Other gains (losses) from equity investments - 12 Net gains (losses) on equity investments (No. 37) 9 1
PRE-TAX PROFIT (LOSS) 183 212
Income taxes (No. 38) (87) (72)
PROFIT (LOSS) FOR THE PERIOD 96 140
- Attributable to Saipem Group 96 140
- Non-controlling interests (No. 39) - -
Profit (loss) per share on Saipem's profit (loss) for the period (€ per share) Basic profit (loss) per share (No. 40) 0.05 0.07 Diluted profit (loss) per share (No. 40) 0.05 0.07
(1) The notes are an integral part of the condensed interim consolidated financial statements.
(2) For an analysis of figures shown as “of which with related parties”, see Note 43 “Related party transactions”.
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Statement of comprehensive income
First half
(€ million) Note (1) 2026 2025 Profit (loss) for the period 96 140 Other items of comprehensive income Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans for employees (No. 31) 1 3 Change in fair value of equity investments measured at fair value through OCI (No. 31) - -
Share of other comprehensive income of equity-accounted investees relating to remeasurement of defined benefit plans (No. 31) - -
Income tax relating to items that will not be reclassified (No. 38) - (1) Total Items that will not be reclassified subsequently to profit or loss 1 2 Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedges (No. 31) (100) 344 Change in the fair value of financial assets, other than equity investments, measured at fair value through OCI (No. 31) (1) 1 Exchange differences arising from the translati on into euro of financial statements in currencies other than euro (No. 31) (13) (19) Share of other comprehensive income of equity-accounted investments (No. 31) - -
Income tax relating to items that ma y be reclassified (No. 38) 16 (58) Total items that may be reclassified subsequently to profit or loss (98) 268 Total other comprehensive income (expense,) net of taxation (97) 270 Comprehensive profit (loss) for the period (1) 410
- Attributable to Saipem Group (1) 410
- Non-controlling interests (No. 39) - -
(1) The notes are an integral part of the condensed interim consolidated financial statements.
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STATEMENTS 139 /
Statement of changes in equity
Saipem shareholders’ equity
(€ million)
Share capital
Share premium reserve
Other reserves
Legal reserve
Reserve for treasury
shares
Fair value reserve
(equity investments)
Cash flow hedge reserve, net of taxation Fair value reserve (AFS financial instruments), net of taxation
Translation reserve
Reserve for employee defined benefit plans, net of taxation Reserve for OCI on
equity-accounted investments
Retained earnings
(losses carried forward) Profit (loss) for the
period
Negative reserve for treasury shares in portfolio
Total
Non-controlling interests
Total equity Balance as of December 31, 2025 502 1,621 80 19 – – 75 (1) (70) (25) (4) 309 310 (179) 2,637 1 2,638 Profit (loss) first half of 2026 - - - - - - - - - - - - 96 - 96 - 96 Other items of comprehensive income Items that will not be reclassified subsequently to profit or loss Revaluations of defined benefit plans for employees net of tax effect - - - - - - - - - 1 - - - - 1 - 1 Change in fair value of equity investments measured at fair value through OCI - - - - - - - - - - - - - - - - -
Share of other comprehensive income of equity-accounted investments relating to remeasurement of defined benefit plans, net of taxation - - - - - - - - - - - - - - - - -
Total - - - - - - - - - 1 - - - - 1 - 1 Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedges, net of the taxation - - - - - - (84) - - - - - - - (84) - (84) Change in the fair value of financial assets, other than equity investments, measured at fair value through OCI - - - - - - - (1) - - - - - - (1) - (1) Exchange differences of financial statements in currencies other than euro - - - - - - - - (13) - - - - - (13) - (13) Share of other comprehensive income of equity-accounted investments - - - - - - - - - - - - - - - - -
Total - - - - - - (84) (1) (13) - - - - - (98) - (98) Total comprehensive income (loss) first half of 2026 - - - - - - (84) (1) (13) 1 - - 96 - (1) - (1)
Owner transactions
Dividend distribution - - - - - - - - - - - (1) (329) - (330) - (330) Retained earnings (losses) - - - 17 - - - - - - - (36) 19 - - - -
Increase (reduction) of share capital - - - - - - - - - - - - - - - - -
Treasury shares repurchased - - - - - - - - - - - - - - - - -
Purchase/sale of non-controlling interests - - - - - - - - - - - - - - - - -
Other owner transactions (contribution for future capital increase) - - - - - - - - - - - - - - - - -
Transactions with companies under common control - - - - - - - - - - - - - - - - -
Change of reserve of convertible bond - - - - - - - - - - - - - - - - -
Total - - - 17 - - - - - - - (37) (310) - (330) - (330) Other changes in equity Recognition of fair value of stock-based incentive plans - - - - - - - - - - - 6 - - 6 - 6 Other changes - - - 1 - - 1 - (1) (1) - - - - - - -
Total - - - 1 - - 1 - (1) (1) - 6 - - 6 - 6 Balance as of June 30, 2026 502 1,621 80 37 - - (8) (2) (84) (25) (4) 278 96 (179) 2,312 1 2,313 Balance as of December 31, 2024 502 1,622 80 5 - - (121) (1) (30) (21) (4) 325 306 (139) 2,524 - 2,524 Profit (loss) first half of 2025 - - - - - - - - - - - - 140 - 140 - 140 Other items of comprehensive income Items that will not be reclassified subsequently to profit or loss Revaluations of defined benefit plans for employees net of tax effect - - - - - - - - - 2 - - - - 2 - 2 Change in fair value of equity investments measured at fair value through OCI - - - - - - - - - - - - - - - - -
Share of other comprehensive income of equity-accounted investments relating to remeasurement of defined benefit plans, net of taxationt - - - - - - - - - - - - - - - - -
Total - - - - - - - - - 2 - - - - 2 - 2
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cont’d Statement of changes in equity
Saipem shareholders’ equity
(€ million)
Share capital Share premium reserve Other reserves
Legal reserve
Reserve for treasury
shares
Fair value reserve
(equity investments)
Cash flow hedge reserve, net of taxation Fair value reserve (AFS
financial instruments),
net of taxation
Translation reserve
Reserve for employee defined benefit plans, net of taxation Reserve for OCI on equity-accounted
investments
Retained earnings
(losses carried forward) Profit (loss) for the year Negative reserve for treasury shares in
portfolio
Total
Non-controlling interests
Total equity Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedges, net of taxation - - - - - - 286 - - - - - - - 286 - 286 Change in the fair value of financial assets, other than equity investments, measured at fair value through OCI - - - - - - - 1 - - - - - - 1 - 1 Exchange differences of financial statements in currencies other than euro - - - - - - - - (21) - - 2 - - (19) - (19) Share of other comprehensive income of equity-accounted investments - - - - - - - - - - - - - - - - -
Total - - - - - - 286 1 (21) - - 2 - - 268 - 268 Total comprehensive profit (loss) first half of 2025 - - - - - - 286 1 (21) 2 - 2 140 - 410 - 410
Owner transactions
Dividend distribution - - - - - - - - - - - (68) (265) - (333) - (333) Retained earnings (losses) - - - 14 - - - - - - - 27 (41) - - - -
Increase (reduction) of share capital - - - - - - - - - - - - - - - - -
Treasury shares repurchased - - - - - - - - - - - - - - - - -
Purchase/sale of non-controlling interests - - - - - - - - - - - - - - - - -
Other owner transactions (contribution for future capital increase) - - - - - - - - - - - - - - - - -
Transactions with companies under common control - - - - - - - - - - - - - - - - -
Change of reserve of convertible bond - - - - - - - - - - - - - - - - -
Total - - - 14 - - - - - - - (41) (306) - (333) - (333) Other changes in equity - - - - - - - - - - - - - - - - -
Recognition of fair value of stock-based incentive plans - - - - - - - - - - - 7 - - 7 - 7 Other changes - - - - - - (2) - - 1 1 - - - - - -
Total - - - - - - (2) - - 1 1 7 - - 7 - 7 Balance as of June 30, 2025 502 1,622 80 19 - - 163 - (51) (18) (3) 293 140 (139) 2,608 - 2,608 Profit (loss) second half 2025 - - - - - - - - - - - - 170 - 170 1 171 Other items of comprehensive income Items that will not be reclassified subsequently to profit or loss Revaluations of defined benefit plans for employees net of tax effect - - - - - - - - - (7) - - - - (7) - (7) Change in fair value of equity investments measured at fair value through OCI - - - - - - - - - - - - - - - - -
Share of other comprehensive income of equity-accounted investments relating to remeasurement of defined benefit plans for employees, net of taxation - - - - - - - - - - - - - - - - -
Total - - - - - - - - - (7) - - - - (7) - (7)
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STATEMENTS 141 /
cont’d Statement of changes in equity
Saipem shareholders’ equity
(€ million)
Share capital Share premium reserve Other reserves
Legal reserve
Reserve for treasury
shares
Fair value reserve
(equity investments)
Cash flow hedge reserve, net of taxation Fair value reserve (AFS
financial instruments),
net of taxation
Translation reserve
Reserve for employee defined benefit plans, net of taxation Reserve for OCI on equity-accounted
investments
Retained earnings
(losses carried forward) Profit (loss) for the year Negative reserve for treasury shares in
portfolio
Total
Non-controlling interests
Total equity Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedges, net of taxation - - - - - - (89) - - - - - - - (89) - (89) Change in the fair value of financial assets, other than equity investments, measured at fair value through OCI - - - - - - - (1) - - - - - - (1) - (1) Exchange differences of financial statements in currencies other than euro - - - - - - - - (20) - - 3 - - (17) - (17) Share of other comprehensive income of equity-accounted investments - - - - - - - - - - - - - - - - -
Total - - - - - - (89) (1) (20) - - 3 - - (107) - (107) Total comprehensive income (loss) second half of 2025 - - - - - - (89) (1) (20) (7) - 3 170 - 56 1 57
Owner transactions
Dividend distribution - - - - - - - - - - - - - - - - -
Retained earnings (losses) - - - - - - - - - - - - - - - - -
Increase (reduction) of share capital - - - - - - - - - - - - - - - - -
Treasury shares repurchased - - - - - - - - - - - - - (40) (40) - (40) Purchase/sale in non-controlling interests - - - - - - - - - - - - - - - - -
Other owner transactions (contribution for future capital increase) - - - - - - - - - - - - - - - - -
Transactions with companies under common control - - - - - - - - - - - - - - - - -
Change of reserve of convertible bond - - - - - - - - - - - - - - - - -
Total - - - - - - - - - - - - - (40) (40) - (40) Other changes in equity Recognition of fair value of stock-based incentive plans - - - - - - - - - - - 13 - - 13 - 13 Other changes - (1) - - - - 1 - 1 - (1) - - - - - -
Total - (1) - - - - 1 - 1 - (1) 13 - - 13 - 13 Balance as of December 31, 2025 502 1,621 80 19 - - 75 (1) (70) (25) (4) 309 310 (179) 2,637 1 2,638
For details, see Note 31 “Equity”.
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Statement of cash flows
First half
(€ million) Note (1) 2026 2025 Profit (loss) for the period attributable to Saipem Group 96 140 Profit (loss) attributable to non-controlling interests - -
Adjustments to reconcile the period profit (loss) to cash flows from operating activities:
- depreciation and amortisation (No. 35) 557 429
- net impairment losses (reversals of impairment losses) on property, plant and equipment, intangible assets, and Right-of-U se assets (No. 35) 4 30
- share of profit (loss) of equity-accounted investees (No. 31) (9) 11
- net (gains) losses on disposal of assets and business - (12)
- interest income (38) (30)
- interest expense 79 79
- income taxes (No. 38) 87 72
- other changes (23) (5) Changes in working capital:
- inventories (13) 6
- trade receivables (495) 483
- trade payables (130) (191)
- provisions for risks and charges (108) 17
- contract assets and liabilities 732 198
- other assets and liabilities 224 (219) Cash flow from working capital 210 294 Change in the provision for employee benefits 34 (6) Dividends received 14 11 Interest received 28 27 Interest paid (65) (82) Income taxes paid net of refunds of tax credits (133) (116) Net cash flows from operating activities 841 842 of which with related parties (2) (No. 43) 1,590 1,685
Investments:
- property, plant and equipment (No. 14) (128) (183)
- intangible assets (No. 16) (5) (4)
- equity investments (No. 18) (15) (4)
- securities for operating purposes - -
- financial receivables for operating purposes - -
Cash flows from investments (148) (191)
(1) The notes are an integral part of the condensed interim consolidated financial statements. (2) For an analysis of figures shown as “of which with related parties”, see Note 43 “Related party transactions”.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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STATEMENTS 143 /
cont’d Statement of cash flows
First half
(€ million) Note (1) 2026 2025
Disposals:
- property, plant and equipment - 29
- out-of-scope entities and business units - -
- equity investments - 86
- securities for operating purposes - -
- financial receivables for operating purposes - -
Cash flows from disposals - 115 Net variation of securities and financial receivables not related to operations 69 (182) Net cash flows from investing activities (79) (258) of which with related parties (2) (No. 43) (80) 2 Increase in non-current financial liabilities 8 33 Decrease in non-current financial liabilities (45) (420) Decrease in lease liabilities (305) (167) Increase (decrease) in current financial liabilities 46 (41) Cash flow from increases (decreases) in financial debt (296) (595) Net capital contributions by non-controlling interests - -
Sale (purchase) of interests in consolidated companies - -
Dividend distribution (330) (331) Sale (buy-back) of treasury shares - -
Net change in convertible bond (7) (7) Net cash flows from financing activities (633) (933) of which with related parties (2) (No. 43) - -
Effect of changes in consolidation scope - -
Effect of exchange differences and other changes on cash and cash equivalents 30 (93) Net variation in cash and cash equivalents 159 (442) Cash and cash equivalents - opening balance (No. 5) 1,707 2,158 Cash and cash equivalents - closing balance (No. 5) 1,866 1,716
(1) The notes are an integral part of the condensed interim consolidated financial statements. (2) For an analysis of figures shown as “of which with related parties”, see Note 43 “Related party transactions”.
For reporting required by IAS 7, please re fer to Note 24 “Fin ancial liabilities”.
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Notes to the condensed interim consolidated financial statements
1 Basis of presentation ______________________________________________________________________________________________________________________________ _______ The condensed interim consolidated financial statements consist of the statement of financial pos ition, the income statement, the statement of comprehensive i ncome, the statement of changes in equity, the statement of cash flow s, the notes, and the related comparative information. They are also accompanied by the Inte rim Directors’ Report on the results of operations and financial position of the Saipem Group. In accordance with Article 5 of Legislati ve Decree No. 38/2005, the condensed interim consolidated financi al statements are prepared using the Euro as the accounting cu rrency. The amounts in the Financial St atements and the Notes, as well as those stated in the Interim Directors’ R eport, are expressed in millions of Euro, unless otherwise specified.
The information required by international accounting standards, the law, the National Co mmission for Companies and the Stock Exchange – Consob, and the European Securities and Mark ets Authority – ESMA, as well as other non-mandatory information deemed equally necessary for a true and fair representat ion of the Group’s situation, is provided in the Interim Directors’ Report and the Notes. The condensed interim consolidated financial statements as of June 30, 2026 have been prepared in accordance with IAS 34 “Interim Financial Reporti ng” on a going concern basis, using t he historical cost method, taki ng into account value adjustments where appropriate, except for items that under IFRS must be measured at fair val ue, as described in the accounting policies set out in the 2025 Annual Report, and for the non-current assets and disposal groups classified as held for sale, which are measured at the lower of the carrying amount and the fair value less costs to sell. In line with the provisi ons of IAS 34, the condensed interim consolidated financial statements do not include all the inform ation required for annual consolidated financial statements, a nd therefore should be read jointly with the Group’s last annual consolidated financi al statements included in the Annual Report as of December 31, 2025. In line with the provisions of IAS 34, al though presented in condensed form, the notes to the condensed interim consolidated financial statements provide a descrip tion of the relevant events and transact ions for understanding the changes in the Group’s equity and financial position and performance compared to the last cons olidated annual financial statements;
conversely, the statements are presented in complete form, in line with the provis ions of IAS 1 “Presentation of Financial Statements”. The statements are the same as those adopted in the 2025 A nnual Report. The condensed interim consolidated financial statements have been prepared in accordance with the same basis of consolidation and accounting policies described in the 2025 Annual Report, to which reference should be made, with the exception of the changes to international accounting standards which entered into force on Ja nuary 1, 2026, which are set out in No te 3 “Changes to accounting standards”.
Consolidated companies, subsidiaries that are not fully consoli dated, equity investments in joint ventures and joint operations and associated companies are indicated in the Note 4 “Consolidation scope”, wh ich also indicates the changes occurring during the year. No exemptions have been made to the appli cation of the IAS/IFRS accounting standards.
The condensed interim consolidated financial statements as of June 30, 2026, approved and authoris ed for publication by the Board of Directors of Saipem SpA at its meeting held on July 27, 2026, are subject to limited review by KPMG SpA. A limited review is substantially less in scope than an audit performed in accordance wi th generally accepted auditing standards.
Exchange of financial statements in currencies other than Euro The Saipem Group’s condensed interim conso lidated financial statements are prepared in euro, which is both the functional currency1 of the parent company and the presentation currency of the consolidated financial statements.
The financial statements of companies having a functional currency other than euro, are conv erted into euro applying:
(i) closing exchange rates for assets and liabilities; (ii) historical exchange rates for equity accounts; and (iii) the averag e rates for the period for the income statement and the statement of cash flows (s ource: Banca d’Italia).
(1) The functional currency is the currency of the primary economic environment in which the entity operates.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 145 /
Exchange differences resulting from the transla tion of the financial stat ements, deriving from the a pplication of different exchange rates for assets and liabilities, equity, and the income statement, are recognised in equity under the item “Translati on reserve” (included in “Other reserves”) for the portion pertaining to the Group2.
Cumulative exchange differences are charged to the income statement when an investm ent is fully disposed of, i.e., when control, joint control or considerable influence on the investee is lost. In such circumstances, the differences are taken to t he income statement under the item “Other gain s (losses) on equity investments”. In the ev ent of a partial dis posal that does not result in the loss of control, the portion of exchange diffe rences relating to the interest sold is recognised under non-controlling interests in equity. In the event of a partial disposal that does not result in the loss of joint control or si gnificant influence, the portion of exchange differences relating to the interest dispos ed of is taken to the income statement. The repayment of the capital, carried out by a subsidiary having a f unctional currency other than euro, which does not result in a change in the investment held, entails char ging the corresponding portion of the exchange rate differences to the income statement.
The financial statements translated into euros are those denominat ed in the functional currency, i.e., the local currency or th e currency in which most financial transactions and assets and liabilities are denominated.
The exchange rates that have been applied for the translation of financial statements in foreign currencies are as follows:
Currency Exchange rate as of June 30, 2026 Average exchange
rate
first half 2026 Exchange
rate
as of Dec. 31,
2025
US Dollar 1.1394 1.1666 1.175 Algerian Dinar 151.7638 153.5543 152.0642 Angolan Kwanza 1,048.331 1,073.06 1,080.002 Saudi Arabian Riyal 4.2728 4.3748 4.4063 Australian Dollar 1.6544 1.6612 1.7581 Brazilian Real 5.9003 6.0127 6.4364 Canadian Dollar 1.622 1.6074 1.6088 Chinese Renminbi (Yuan) 7.7314 8.0073 8.2262 Indian Rupee 107.8565 108.5944 105.5965 Indonesian Rupiah 20,398.91 20,073.07 19,640.83 Nigerian Naira 1,576.508 1,604.6752 1,698.674 Norwegian Krone 11.3105 11.1707 11.843 Romanian New Leu 5.2439 5.1425 5.0968 Russian Rouble 89.8921 89.1956 92.4999 Singapore Dollar 1.4754 1.4907 1.5105 Turkish Lira (New) 53.1642 52.0657 50.4838
2 Accounting estimates and significant judgements __________________________________________________________ The preparation of financial statements and interim reports in accordance with generally accepted accounting standards requires Management to make accounting estimates based on complex and/or s ubjective judgements, past experience and assumptions deemed reasonable and realistic based on the information available at t he time of the estim ate. The use of these accounting estimates affects the reported amounts of assets and liabilities and t he disclosure of contingent assets and liabilities at the reporting date and the reported amounts of i ncome and expenses during the repo rting period. C onsidering the sector in which the Group operates, the estimates made for determini ng long-term contract revenue and costs, and the relative work in progress, are especially important. Due to their nature , it is not possible to rule out that the assumptions, however reasonable, may not be confirmed in the future scenarios in wh ich the Saipem Group will find itself operating. Future results may therefore differ from the estima tes made in preparing the condensed interi m consolidated financi al statements and adjustments may consequently be necessary that are not currently foreseeable or estimable in relation to the carrying amount of assets and liabilities recognised in the financial statements. In this regard, it should be noted that the adjustments to th e estimates may be necessary following changes in the circumstances on which they were based, due to new information or greater experience acquired.
(2) The share of non-controlling interests in the cumulate exchange rate differences resulting from the translation of subsidia ries’ financial statements having a functional currency other than the euro is recognised under “Non-controlling interest” in equity.
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The accounting estimates and significant judgements made by Management for the preparation of the condensed interim consolidated financial statements as of June 30, 2026 are influenced not only by the current macro-economic and geopolitical scenario, but also by the effects of the initiatives underway to mitigate the consequences of climate change and the potential impacts arising from the energy transition, which in the medium and long term can significantly affect business models, cash flows, financial position, and the financial and economic performance of the Group.
For details of the accounting estimate s and significant judgements made by Management see the 2025 Annual Report.
Macroeconomic and geopolitical scenario The current scenario is benefiting from a pr olonged positive cycle in Saipem’s key mark ets, particularly the Oil&Gas sector, supported by the growing need for access to secure and economically sustainable energy sources, in line with macroeconomic growth prospects. However, this scenario remains subject to developments in the conflict in the Middle East between the United States and Iran, as well as persistent geopolitical uncertainties – in cluding the Russia-Uk raine conflict, t he aforementioned tensions in the Middle East and trade tensions between the United States and ot her countries – and factors of economic uncertainty. These factors could influence the trend in oil and natural gas prices, causing volatility (in the shor t term linked mainly to the US-Iran conflict ), but with limited impacts on the Group’ s results given the nature of its activities , which are predominantly based on long-term contr acts. In the long term, however, the mark et outlook for the O&G sector remains positive, with investment volumes havi ng largely stabilised compared with the grow th recorded in recent years and a slowdown in the development of initiatives linked to the energy transition and clean technologies.
With regard to the multiple sources of geopolitical tension characteris ing the global landscape, t he Group is monitoring the evolution of the crisis in the Middle East, as described in t he following section “The recent crisis in the Middle East”, and t he geopolitical situation in Latin America. The changes observed in Venezuela in ea rly 2026 and potential regional developments (including military escalations or diplomatic tensions) could, in fact, affect Saipem’s activ ities and prospects in neighbourin g countries as well. As regards the Russia-Ukraine conflict, there are no remaining operational activiti es in Russia or with Russian customers. For further details on outstanding matters, please refer to t he section “Guarantees, commitments and risks - Legal proceedings” in the “Notes to the condensed interim consolidated financ ial statements”. The updated 2025-2028 Strategic Plan does not envisage the acquisition of new contracts in Russia.
Consequently, the trade and geopolitical tens ions described above could have an indirect effect on the global energy and trade markets and influence commodity prices and investment in the energy sector.
Consequently, certain areas of the financial statements, partly due to the increased uncertainty in estimates, may be affected by recent events and macroeconomic circumstances, requir ing further attention from management when formulating accounting estimates and maki ng significant judgements.
The recent crisis in the Middle East In the first half of 2026, the ge opolitical situation in the Middl e East was characterised by an intensification of regional te nsions.
In particular, on February 28, 2026, the armed forces of the Un ited States of America and Israel launched a series of attacks on Iranian territory, to which Iran responded by striking Israeli territory, US military bases in the Persian Gulf states and, in some cases, energy, industrial and civilian infrastructure. Close attention remains focused on developments in the Strait of Hormuz, which lin ks the Persian Gulf to the Gulf of Oman and the Indian Ocean, and through which a significant proportion of the oil and liquefied natural gas produced in the region is transported. In the Middle East, Saipem operates mainly in Saudi Arabia, Qatar and the United Arab Emirates, with a total backlog as at June 30, 2026 of €11.4 billion. In the first half of 2026, the Group ensured the operational continuity of most of its ongoing pr ojects in the Middle East, experiencing only limited temporary suspensions of activities and completing key de liveries via the Strait of Hormuz, albeit with some delays. During the half-year, higher costs attributab le to the conflict were incurred, amounting to approximately €70 million, mainly relating to insurance premiums, logistics costs, standby costs for vehicles and personnel, and measures to ensure the safety of personnel; the recoverability of these costs depends on the outcome of ongoing commercial negotiations with customers. The Group’s operational activities in the a ffected area are continuing, and there ar e currently no significant disruptions that would compromise the execution of the projects in the portfolio, all of which r ecorded steady progress dur ing the first half of the year. However, uncertainties remain regarding developments in the Strait of Ho rmuz, through which further shipments of materials are scheduled for the s econd half of the financial year.
In this crisis context, Saipem has prompt ly activated its crisis management protocols, involving local and central teams and emergency procedures consistent with the guideli nes of the Ministry of Foreign Affairs’ Crisis Unit and local authorities, in
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 147 /
order to ensure the safety of onshore and o ffshore personnel in Saudi Arabia, Qatar, t he United Arab Emirates and Kuwait, the protection of assets and business continuity. Cyber threat intelligence services provided by Saipem and the relevant authorities indicate an increase in the cyber th reat to operators in the affected markets and their suppl y chains, particularly in the areas involved in the conflict. The cyber security measur es already adopted by Saipem are aligned with leading international best practices, i ncluding the “National Fr amework for Cyber Security and Data Protection”, based on the NIST Cybersecurity Framework (CSF).
Any disruptions or restrictions to trade fl ows could affect the operations and financial position of some of Saipem’s clients (Qatar Energy, Saudi Aramco, ADNO C, KPC), as well as lead to a rise in energy commodity prices, with possible repercussions for global economies. In this scenario, Saipem is constantly monito ring the effects of the crisis in the Middle East on its supply chain, in order to assess the impact on costs, delivery times and logistics. For its mo st recently awarded contracts, Saipem has included risk-sharing mechanisms in the contracts to address price increases and, in light of the uncertainty, is adjusting its operatio nal strategies and engaging in discussions wi th clients and suppliers to mitigate any potential effects. Although no immediate direct impacts are expected, as Saipem does not purchase raw materials directly, the continuat ion of tensions could reduce the availability and increase the prices of materials such as st eel and nickel, with effects also on logistics and delivery tim es.
The supply chain is diversified, alt hough risks remain for supplies where te chnological alternatives are limited.
Based on the information available as of the date of this document and assuming a return to pre-conflict scenario in 2027, Saipem expects to incur costs for the rema ining part of the year that are similar in nature and amount to the costs incurred in the first half of 2026. Saipem believes that its capital and financi al structure is adequate to address the events described, as the Group continues to benefit from adequate levels of liquidity and available sources of financing (during the first half of 2026, the Group conti nued to receive regular payments from customers located in the area affected by the conflict).
Saipem continues to monitor developments in the affected ar ea and their potential impact on operations, the supply chain, and project costs in order to assess any possible economic and financial effects and pr omptly identify any necessary mitigation measures. As at the date of this document, the effects of the conflict are not considered to be such as to give rise to significant uncertainty regarding the Gr oup’s ability to continue as a going concern.
Climate change effects Climate change and the transition to a low-car bon economy are having an increasing im pact on the global economy and the energy sector, even if with some slowdown in the recent period.
The Saipem Group is a global leader in the engineering and construction of major projects for the energy and infrastructure sectors, both offshore and onshore, and intends to be a key player in the energy transition:
•by supporting customers in their decarbonisat ion process, by offering solutions to reduce their carbon footprint such as low-impact technologies. In particular, t he Group already has a proven track record in the construction of fixed offshore plants in the Offshore Wind segment with a number of projects already completed, in addition to having a number of ready to market technologies for floati ng wind, carbon capture, bi o-fuels, and green fertiliser production;
•by reducing its carbon footprint by progre ssively improving the efficiency of its assets and operations, while also adopting the use of alternative fuels, pursuing electrificati on, and increasing the use of renewable energy, as envisaged by the Net Zero plan.
The Group is aware that these changes may have a direct and i ndirect impact on the activities of its business and consequently on its consolidated financial statements, in terms of the results and value of its assets and liabilities.
Risks related to climate change, to which the Saipem Group’s activiti es are intrinsically exposed, can be classified into the following categories: 1. physical risks, meaning risks arising from physically observable clim atic phenomena. Physical risks can be both acute, such as flooding of plants, pr oduction sites and fabrication yards, dama ge incurred due to extreme meteorological conditions, and chronic, such as rising temperatures or sea levels;
2. transition risks, meaning ri sks associated with the evolut ion and transition to a low-em ission industry and, consequently, the ability to mitigate the effects of climate change. Thes e risks are classified into: (i) technological risks, meaning insufficient effectiveness in the impl ementation of the energy transition technologies; this has an impact on operating expenses in the execution of projects and the potential acquisition of projects related to t he use of new technologies;
(ii) regulatory risks, related to new laws and regulations with which Saipem must readily comply and which may lead to higher operating expenses; and (iii) market risks, in terms of reduced availabilit y of bank guarantees necessary for the submission of bids and t he execution of projects.
The significant accounting estimates and judgements made by Management in prepa ring the condensed interim consolidated financial statements may be affected by mitigation and adaptation actions taken to limit the effects of climate change. Climate
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risks may affect the recoverable amount of property, pl ant and equipment and the Group’s goodwill. As a consequence, the energy transition may reduce the expected usef ul life of assets used in the Oil&Ga s industry, thus acceler ating the depreciatio n costs of assets used in this sector.
Saipem has considered the potential consequences of the energy transition on the recover able value of Cash Generating Units (CGUs) in the medium to long term, which will primarily impact the increase in demand for energy from renewable sources.
Despite the slowdown in market investment in low-carbon projects, Saipem confirms its strategy of positioning itself as a key player in the energy transition. In this regard, the 2025- 2028 Strategic Plan Update envi sages continuing the process of reshaping the portfolio mix with projects related to the energy transition accounting fo r approximately 20% of the total value of planned acquisitions, as well as a process of developing new enabling technologies in the areas of Blue Solutions, Renewable Refining, CO 2 Management and Offshore Wind. Added to this are further acquisitions in the natural gas business, considered to be one of the elements that will support the progressive shift towards sustainable energy sources. Lastly, in the long term, the energy transition includes the eliminat ion of coal as an energy source, a sect or in which the Group does not operate.
However, it should still be considered that the speed of adoption of technologies re lated to the energy transition, especially in certain areas of the world, may be slower than currently ex pected and this would be mitigated by the Group’s proven ability to continue operating in its traditional business. The Group’s exposure to the non-oil sectors is increasing, where possible leveragi ng its traditional assets, suitably adapted and enhanced as needed. At the same time, it is expected that pa rt of the assets will be fully depreciated in the medium-long term, during which period demand for services in t he oil sector is expected to remain significant.
Management will continue to review demand assumptions as t he energy transition process progr esses, which could lead to specific impairment losses on non -financial assets in the future.
Furthermore, new laws and regulations introduced as a result of the growing attention to climate change may lead to new obligations that were not previously contemplated. Consequently, Management m onitors the evolution of the relevant regulations in order to assess whether such obligations, even implicit ones, require the recognition of specific provisions or the reporting of related contingent liabilities.
3 Changes to accounting standards ____________________________________________________________________________________________________ The following are the amendments to the international accounting standards endorsed by t he European Commission, which were already included in the 2025 Annual Report, which are effective from January 1, 2026, in additi on to the amendments endorsed or not yet endorsed by the European Commission, which will be effective from the years after 2026.
Accounting Standards and Interpretations issued by the IASB/IFRIC and endorsed by the European Commission With Regulation No. 2025/1047, issued by the European Commission on May 27, 2024, the document “Amendment to IFRS 9 and IFRS 7 - Classification and Meas urement of Financial Instruments” was endorsed. The document amended the requirements for the settlement of financial liabilities through an electronic payment system and the assessment of contractual cash flow characteris tics of financial assets, incl uding those with environmental, social and governance (ESG) characteristics. The disclosure requirements for investments in equity instruments measured at fair value through OCI were also amended. The amendments are effect ive from January 1, 2026 or later date.
With Regulation No. 2025/1331, issued by the European Commission on July 10, 2025, the document “Annual Improvements
- Volume 11”, which brings together minor amendments made to certain accounting standards, was endorsed. The annual improvements are limited to am endments that clarify wording or correct some relatively mi nor inaccuracies, omissions, or conflicts between the requirements of the accounting standards. The amendments are effective from January 1, 2026 or later date. With Regulation No. 2026/338, issued by the European Commission on Februar y 13, 2026, IFRS 18 “Presentation and Disclosure in Financial Statements” was endorsed. This standard will replace IAS 1 “Presentation of Financial Statements” with the aim of improving the way information is disclosed in financial statements. Spec ifically, under IFRS 18, entities will be required to: (i) present defined totals and subtotals and classify revenue and expenses in to different categories; (ii) provide information on management-defined performance measures (MPM s); and (iii) strengthen the r equirements for the aggregation and disaggregation of information, with the introduction of aggregation and disaggregation princi ples and disclosure requirements for specific expenses by nature. The new accounting standard will be effective on or after January 1, 2027.
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The Saipem Group is currently analysing the above- mentioned amendments to the accounting standards and assessing whether they will have a significant im pact on the financial statem ents. Based on the preliminary assessments carried out, the most significant effects are expected in rela tion to the adoption of IFRS 18. Its implementation, curr ently in progress, involv es revising the income statement structure, the chart of accounts, and the reporting processes.
The Saipem Group’s new income statement will be structured into five categories (operating, in vesting, financing, income taxes, and discontinued operations) and will include a new mandatory subtota l: “Profit (loss) bef ore financing and income taxes”.
The expected impact on the income statement relates to the reclassification of certain in come and expenses currently included under the item “financial income (expense)”. Specifically:
•interest income on cash and cash equivalents, financial receivables and financial lease rece ivables will be reclassified from the current item “financial income (expense)” to the new investing category;
•exchange differences will be classified in the same economic category as the items that generated them;
•the ineffective portion and the forward component of foreign currency derivativ es, currently included under the item “financial income (expense)”, will be recl assified to the operating category, consistent with the nature of the hedged items.
Consequently, the operating result and the key management pe rformance indicators based on it , including EBITDA, may be affected by these presentational reclassifi cations, without however impacting the Group’s overall economic performance.
Accounting Standards and interpretations issued by the IASB/IFRIC and not yet endorsed by the European Commission On May 9, 2024, the IASB published IFRS 19 “Subsidiaries without Public Accountability: Disclosures”, which enables simplified reporting systems and processes for companies , reducing the cost of preparing financial statements for eligible subsidiaries while maintaining the usefulness of those financial statements for their users. Subsidiaries that apply IFRS for SMEs or nation al accounting standards in preparing their financial statements can apply IF RS 19, which allows them to keep only one set of accounting records to meet the needs of both the parent company and users of t he financial statements and to provide reduced disclosures better suited to the needs of users of the s ubsidiaries’ financial statement s. The new accounting standard will be effective on or after January 1, 2027.
On August 21, 2025, the IASB published the document “Amendments to IFRS 19 - Subs idiaries without Public Accountability:
Disclosures”. The amendments contained in the document provide for a reduction in t he disclosure requirements for new and amended IFRS issued between February 2021 and May 2024. The am endments will be effective on or after January 1, 2027.
On November 13, 2025, the IASB published the document “Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates”, which clarifies how entities should translate fi nancial statements from a non‑hyper inflationary currency to a hyperinflationary currency. The amendments contained in the document, which are lim ited in scope, aim to improve the usefulness of the resulting information in a cost-effectiv e manner and to provide a clear er basis for reporting in a hyperinflationary currency. The amendments w ill be effective on or after January 1, 2027.
The Saipem Group is currently analysing the above accounting standards and assessing whether their adoption may have a significant impact on t he financial statements.
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4 Consolidation scope as of June 30, 2026 ________________________________________________________________________________________
Parent com pany Company Registered office
Currency
Share capital
Shareholders
% Owned
% Consolidated by
Saipem
Consolidation method or accounting policy (*) Saipem SpA Milan EUR 501,669,790.83 Eni SpA CDP Equity SpA
Saipem SpA
Other shareholders 21.19
12.82
2.77
63.22
Subsidiaries
Italy Company
Registered office
Currency
Share capital
Shareholders
% Owned
% Consolidated by
Saipem
Consolidation method or accounting policy (*) Contracting Offshore Services SpA Milan EUR 50,000 Saipem Offshore Construction SpA 100.00 100.00 F.C.
Saipem Offshore Construction SpA Milan EUR 20,050,000 Saipem SpA 100.00 100.00 F.C.
Servizi Energia Italia SpA Milan EUR 20,000,000 Saipem SpA 100.00 100.00 F.C.
SnamprogettiChiyoda sas
di Saipem SpA Milan EUR 10,000 Saipem SpA Other shareholders 99.90 0.10 99.90 F.C.
Outside Italy
Andromeda Consultoria Técnica e Representações Ltda Rio de Janeiro (Brazil) BRL 20,494,210 Saipem SpA Snamprogetti Netherlands BV 99.00 1.00 100.00 F.C.
Boscongo SA Pointe-Noire (Congo) XAF 6,190,600,500 Saipem International BV
100.00
100.00 F.C.
Global Projects Services AG Zurich (Switzerland) CHF 5,000,000 Snamprogetti Netherl ands BV 100.00 100.00 F.C.
Moss Maritime AS Lysaker (Norway) NOK 40,000,000 Saipem Internati onal BV 100.00 100.00 F.C.
North Caspian Service Co LLP (**) Almaty (Kazakhstan) KZT 1,000,000 Saipem International BV 100.00 100.00 F.C.
Petrex SA Lima (Peru) PEN 469,359,045 Saipem International BV Snamprogetti Netherlands BV 99.99 (..) 100.00 F.C.
PT Saipem Indonesia Jakarta (Indonesia) USD 332,278,100 Saipem International BV Other shareholders 99.99 0.01 99.99 F.C.
Saimexicana SA de Cv Delegacion
Cuauhtemoc
(Mexico) MXN 6,424,970,342 Snamprogetti Netherlands BV Servizi Energia Italia SpA 99.99 (..) 100.00 F.C.
Saipem (Beijing) Technical Services Co Ltd Beijing (China) USD 6,700,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem (Nigeria) Ltd (**) Lagos (Nigeria) NGN 259,200,000 Saipem International BV Other shareholders 97.00 3.00 97.00 F.C.
Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda Caniçal (Portugal) EUR 205,300,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem (Portugal) Off Shore Drilling Services, Unipessoal Lda Caniçal (Portugal) EUR 94,000,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem America Inc Wilmington (USA) USD 1,000 Saipem International BV 100.00 100.00 F.C.
(*) F.C. = full consolidation, J.O. = joint operation, E.M. = equity method, Co. = cost method (**) In liquidation. .
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Company
Registered
office
Currency
Share capital
Shareholders
% Owned
% Consolidated by Saipem
Consolidation
method or accounting policy (*) Saipem Argentina de Perforaciones, Montajes y Proyectos Sociedad Anónima, Minera, Industrial, Comercial y Financiera (**) (***) Buenos Aires (Argentina) ARS 1,805,300 Saipem International BV Servizi Energia Italia SpA 99.90 0.10 100.00 Co.
Saipem Asia Sdn Bhd Petaling Jaya (Malaysia) MYR 315,056,500 Saipem International BV 100.00 100.00 F.C.
Saipem Australia Pty Ltd West Perth (Australia) AUD 686,800,001 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem Canada Inc Montreal (Canada) CAD 100,100 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem Contracting Algérie SpA (**) Algiers (Algeria) DZD 1,101,000 Saipem Projects France SA Saipem SA Other shareholders 99.46 0.09 0.45 100.00 F.C.
Saipem Contracting Netherlands BV Amsterdam (Netherlands) EUR 20,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem Contracting Nigeria Ltd Lagos (Nigeria) NGN 827,000,000 Saipem International BV Snamprogetti Netherlands BV 99.99 (..) 100.00 F.C.
Saipem do Brasil Serviçõs de Petroleo Ltda Rio de Janeiro (Brazil) BRL 720,450,660 Saipem International BV 100.00 100.00 F.C.
Saipem Drilling Norway AS Stavanger (Norway) NOK 120,000 Snamprogetti Netherlands BV 100.00 100.00 F.C.
Saipem Finance International BV Amsterdam (Netherlands) EUR 1,000,000 Snamprogetti Netherlands BV Saipem SpA 75.00 25.00 100.00 F.C.
Saipem Guyana Inc Georgetown (Guyana) GYD 200,000 Saipem Ltd 100.00 100.00 F.C.
Saipem India Projects Private Ltd Chennai (India) INR 526,902,060 Saipem SA Saipem Projects France SA 99.99 (..) 100.00 F.C.
Saipem Ingenieria
Y Construcciones SLU Madrid (Spain) EUR 80,000 Snamprogetti Netherlands BV 100.00 100.00 F.C.
Saipem International BV Amsterdam (Netherlands) EUR 172,444,000 Saipem SpA 100.00 100.00 F.C.
Saipem Ltd Kingston upon Thames Surrey (United Kingdom) EUR 7,500,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem Luxembourg SA Luxembourg (Luxembourg) EUR 31,002 Saipem SpA 100.00 100.00 F.C.
Saipem Misr for Petroleum Services (SAE) Port Said (Egypt) EUR 2,000,000 Saipem International BV Saipem Contracting Netherlands BV Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda 99.92
0.04
0.04 100.00 F.C.
Saipem Moçambique, Sociedade Unipessoal, Limitada Maputo (Mozambique) MZN 535,075,000 Saipem Internati onal BV 100.00 100.00 F.C.
Saipem Norge AS Stavanger (Norway) NOK 100,000 Snamprogetti Netherlands BV 100.00 100.00 F.C.
Saipem Offshore France SA Puteaux (France) EUR 37,000 Saipem SpA Saipem International BV 99.99 (..) 100.00 F.C.
Saipem Projects France SA Puteaux (France) EUR 37,000 Saipem SA Saipem International BV 99.99 (..) 100.00 F.C.
Saipem Romania Srl Aricestii Rahtivani (Romania) RON 29,004,600 Saipem International BV 100.00 100.00 F.C.
Saipem SA Puteaux (France) EUR 19,870,122 Saipem SpA Saipem International BV 99.99 (..) 100.00 F.C.
Saipem Senegal Dakar (Senegal) XOF 1,031,678,982 Saipem International BV 100.00 100.00 F.C.
Saipem Singapore Pte Ltd Singapore (Singapore) SGD 787,090,000 Snamprogetti Net herlands BV 100.00 100.00 F.C.
Saiwest Ltd Accra (Ghana) GHS 937,500 Saipem SA Other shareholders 49.00 51.00 49.00 F.C.
Sajer Iraq Co for Petroleum Services, Trading, General Contracting & Transport Llc Baghdad (Iraq) IQD 300,000,000 Saipem International BV Other shareholders 60.00 40.00 60.00 F.C.
Saudi Arabian Saipem Ltd Dhahran (Saudi Arabia) SAR 255,000,000 Saipem Internati onal BV 100.00 100.00 F.C.
(*) F.C. = full consolidation, J.O. = joint operation, E.M. = equity method, Co. = cost method (**) In liquidation.
(***) Dormant during the period.
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Company
Registered
office
Currency
Share capital
Shareholders
% Owned
% Consolidated by Saipem
Consolidation
method or accounting policy (*) Sigurd Rück AG Zurich (Switzerland) CHF 25,000,000 Snamprogetti Net herlands BV 100.00 100.00 F.C.
Snamprogetti Engineering & Contracting Co Ltd Dhahran (Saudi Arabia) SAR 10,000,000 Snamprogetti Net herlands BV 100.00 100.00 F.C.
Snamprogetti Netherlands BV Amsterdam (Netherlands) EUR 203,000 Saipem SpA 100.00 100.00 F.C.
Snamprogetti Saudi Arabia Co Ltd Llc Dhahran (Saudi Arabia) SAR 10,000,000 Saipem International BV Snamprogetti Netherlands BV 95.00 5.00 100.00 F.C.
Associates and jointly controlled companies
Italy Company
Registered
office
Currency
Share capital
Shareholders
% Owned
% Consolidated by Saipem
Consolidation
method or accounting policy (*) ASG Scarl Milan EUR 50,864 Saipem SpA Other shareholders 55.41 44.59 55.41 E.M.
CCS JV Scarl Δ San Donato Milanese EUR 150,000 Servizi Energia Italia SpA Other shareholders 75.00 25.00 75.00 E.M.
CEPAV (Consorzio Eni per l’Alta Velocità) Due Milan EUR 51,646 Saipem SpA Other shareholders 59.09 40.91 59.09 E.M.
CEPAV (Consorzio Eni per l’Alta Velocità) Uno Milan EUR 51,646 Saipem SpA Other shareholders 50.36 49.64 50.36 E.M.
ChemPET Srl Δ Cerano EUR 126,529 Saipem SpA Other shareholders 43.14 56.86 43.14 E.M.
Consorzio Florentia Δ Parma EUR 10,000 Saipem SpA Other shareholders 49.00 51.00 49.00 E.M.
Consorzio F.S.B. Δ Venice - Marghera EUR 15,000 Saipem SpA Other shareholders 29.05 70.95 29.05 Co.
Consorzio Sapro Δ San Giovanni Teatino EUR 10,329 Saipem SpA Other shareholders 51.00 49.00 51.00 Co.
La Bozzoliana Scarl Δ Parma EUR 10,000 Saipem SpA Other shareholders 30.00 70.00 30.00 E.M.
La Catulliana Scarl Δ Parma EUR 10,000 Saipem SpA Other shareholders 49.00 51.00 49.00 E.M.
Puglia Green Hydrogen Valley
- PGHyV Srl Bari EUR 2,750,471 Saipem SpA Other shareholders 10.00 90.00 10.00 E.M.
Rosetti Marino SpA Ravenna EUR 4,000,000 Saipem SpA Other shareholders 20.00 80.00 20.00 E.M.
SCD JV Scarl Δ Milan EUR 100,000 Servizi Energia Italia SpA Other shareholders 60.00 40.00 60.00 E.M.
Outside Italy
ENH - Saipem Drilling Company SA Δ Maputo (Mozambique) MZN 2,000,000 Saipem International BV Other shareholders 49.00 51.00 49.00 E.M.
Gygaz Snc Nanterre (France) EUR 10,000 Saipem Projects France SA Other shareholders 7.50 92.50 7.50 E.M.
Hazira Cryogenic Engineering & Construction Management Private Ltd (**) Δ Mumbai (India) INR 500,000 Saipem SA Other shareholders 55.00 45.00 55.00 E.M.
(*) F.C. = full consolidation, J.O. = joint operation, E.M. = equity method, Co. = cost method Δ Jointly controlled companies.
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Company
Registered
office
Currency
Share capital
Shareholders
% Owned
% Consolidated by Saipem
Consolidation
method or accounting policy (*) KWANDA Suporte Logistico Lda Luanda (Angola) AOA 25,510,204 Saipem SA Other shareholders 49.00 51.00 49.00 E.M.
Petromar Lda Δ Luanda (Angola) USD 357,143 Saipem SA Other shareholders 70.00 30.00 70.00 E.M.
PSS Netherlands BV Δ Leiden (Netherlands) EUR 30,000 Saipem SpA Other shareholders 36.00 64.00 36.00 E.M.
Sabella SA (**) Quimper (France) EUR 12,946,722 Saipem SA Other shareholders 8.96 91.04 8.96 E.M.
Saipem Dangote E&C Ltd (**) (***) Δ Victoria Island - Lagos (Nigeria) NGN 100,000,000 Saipem International BV Other shareholders 49.00 51.00 49.00 E.M.
Saipem Nasser Saeed Al-Hajri Contracting Co Llc Δ Dhahran (Saudi Arabia) SAR 7,500,000 Saipem International BV Other shareholders 50.00 50.00 50.00 E.M.
Saipem Taqa Al Rushaid Fabricators Co Ltd Dammam (Saudi Arabia) SAR 40,000,000 Saipem International BV Other shareholders 40.00 60.00 40.00 E.M.
Saipon Snc Δ † Puteaux (France) EUR 20,000 Saipem SA Other shareholders 60.00 40.00 60.00 E.M.
SAME Netherlands BV Δ Amsterdam (Netherlands) EUR 50,000 Servizi Energia Italia SpA Other shareholders 58.00 42.00 58.00 E.M.
Saren BV Δ Amsterdam (Netherlands) EUR 20,000 Servizi Energia Italia SpA Other shareholders 50.00 50.00 50.00 E.M.
Société pour la Réalisation du Port de Tanger Méditerranée (***) Δ Anjra (Morocco) EUR 33,000 Saipem SA Other shareholders 33.33 66.67 33.33 E.M.
Sud-Soyo Urban Development Lda (***) Δ Soyo (Angola) AOA 20,000,000 Saipem SA Other shareholders 49.00 51.00 49.00 E.M.
TMBYS SAS (***) Δ Guyancourt (France) EUR 30,000 Saipem SA Other shareholders 33.33
66.67 33.33
E.M.
TSGI Mühendislik İnşaat Ltd Şirketi Δ Istanbul (Turkey) TRY 10,000 Saipem Ingenieria Y Construcciones, SLU Other shareholders 33.25
66.75 33.33
E.M.
TSKJ II - Construções Internacionais, Sociedade Unipessoal, Lda Funchal (Portugal) EUR 5,000 TSKJ - Servições de Engenharia Lda 100.00 25.00 E.M.
TSKJ - Servições de Engenharia Lda Funchal (Portugal) EUR 5,000 Snamprogetti Netherlands BV Other shareholders 25.00 75.00 25.00 E.M.
As of June 30, 2026, the companies of the Saipem Group were broken down as follows:
Subsidiaries Associates and jointly controlled
companies
Italy Outside
Italy Total
Italy Outside
Italy Total
Subsidiaries/Joint operations and their participating interests 4 44 48 - - -
Full consolidation 4 44 48 - - -
Consolidated as joint operations - - - - - -
Participating interests held by consolidated companies (1) - 1 1 13 19 32 Accounted for using the equity method - - - 11 19 30 Accounted for using the cost method - 1 1 2 - 2 Total companies 4 45 49 13 19 32
(1) The investments held by subsidiaries accounted for using the equity method or the cost/joint operation method concern immaterial entities and entities whose consolidation would not have a material impact.
(*) F.C. = full consolidation, J.O. = joint operation, E.M. = equity method, Co. = cost method (**) In liquidation.
(***) Dormant during the period. Δ Jointly controlled companies.
† Not relevant joint operation.
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Changes in the consolidation scope during the half year ____________________________________________________
In the first half of 2026, Saipem Group’s scope of consolidat ion changed as follows with respect to the 2025 Annual Report.
Liquidations, eliminations and disposals:
•the company Hazira Cryogenic Engineering & Co nstruction Management Private Ltd , accounted for using the equity method, was placed in liquidation;
•the company Saipem Dangote E&C Ltd , accounted for using the equity method, was placed in liquidation;
•the company KSJV EPC , previously accounted for using the equity method, was removed from the Register of Companies;
•the company KSJV , previously accounted for using the equity method, was removed from the Register of Companies.
New incorporations, changes in amount held and mergers:
•the company Contracting Offshore Services SpA was incorporated in Italy and is consolidated using the full
consolidation method;
•the company Saipem (Portugal) Off‑Shore Drilling Services, Unipessoal Lda was incorporated in Portugal and is consolidated using the full consolidation method;
•the company Saipem Offshore France SA was incorporated in France and is cons olidated using the full consolidation method.
Changes in company name or changes in the inve stee with no impact on the consolidation:
•the company Saipem Internat ional BV transferred its entir e holding in the companies Global Projects Services AG , Saipem Drilling Norway AS , Saipem Ingenieria Y Construcciones SLU , Saipem Norge AS , Saipem Singapore Pte Ltd and Sigurd Rück AG to Snamprogetti Netherlands BV, and those companies are now held as follows: 100% owned by Snamprogetti Netherlands BV;
•the company Snamprogetti Netherlands BV transferred its entire holding in Saipem Romania Srl to Saipem International BV, and the company is now held as follows: 100% owned by Saipem International BV;
•the company Saipem International BV transferred its entire holding in Saipem Finance International BV to Snamprogetti Netherlands BV, and the company is now held as follows: 75% ow ned by Snamprogetti Netherlands BV and 25% by Saipem
SpA;
•following the purchase of an additional shareholding by Saipem Ingenieria Y Construcciones, SLU, the company TSGI Mühendislik İnşaat Ltd Şirketi is held as follows: 33.25% owned by Saipem Ingenieria Y Construcci ones SLU and 66.75% by other shareholders.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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5 Cash and cash equivalents _________________________________________________________________________________________________________________________ Cash and cash equivalents of €1,866 milli on increased by €159 million compared to December 31, 2025 (€1,707 million). They included cash and demand deposits, as well as financial instrument s assimilated to cash and cash equivalents with maturities of less than 3 months at the date of purchase, and were broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025 Cash and demand deposits 1,785 1,679 Money market fund 40 20 Commercial paper 1 8 Debt securities issued by Governments or supranational entities 40 -
Total 1,866 1,707
Cash and cash equivalents that – at the end of the half-year – were denominated 28% in euros, 41% in US dollars, 9% in Saudi riyals, and 22% in other currencies, earned interest during the period at an ave rage rate of 3.4%. This item included cash and cash on hand of €0.3 million (€0.3 million as of December 31, 2025).
The total balance of the cash and cash equivalents amounti ng to €1,866 million included €954 million composed of: (i) cash and cash equivalents of €642 million held in cu rrent accounts for projects executed in partnerships or joint ventures; (ii) cas h and cash equivalents of €311 million held in current accounts denominated in currencies with restrictions on movement and/or convertibility; and (iii) cash and cash equivalents of €1 million held in current accounts that were blocked or subject to restrictions. The breakdown of cash and cash equivalent s of Saipem and other Group compan ies as of June 30, 2026 by geographical segment (based on the country of domicile of the relevant company) was as follows:
(€ million) June 30, 2026 Dec. 31, 2025 Italy 193 243 Rest of Europe 246 304
CIS 1 2
Middle East 654 741 Far East and Oceania 202 65 North Africa 8 6 Sub-Saharan Africa 103 125 Americas 459 221 Total 1,866 1,707
6 Financial assets measured at fair value through profit or loss _______________________________ Financial assets measured at fair value through profit or loss, amounting to €23 million (€41 million as of December 31, 2025), consisted of liquidity investments in fi nancial instruments that do not pass the SPPI test (“Solely Payment s of Principal and Interest” test) envisaged by IFRS 9. The management of these fi nancial instruments is aimed at optimising returns within specific authorised risk limits, with the requirement of capital protection and availability of funds.
(€ million) June 30, 2026 Dec. 31, 2025 Financial assets for non-operating purposes Euro 10 41 US Dollar 13 -
Total 23 41
(€ million) Notional amount Fair value Financial assets for non-operating purposes 23 23 Financial assets measured at fair value through profit or loss consisted of pa ssive investments in Exchange Traded Funds (ETFs) that replicate money market and s hort-term bond indices, which had a level 1 fair value hierarchy and yielded an average return of 2.12%.
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7 Financial assets measured at fair value through OCI ______________________________________________________ Financial assets measured at fair val ue through other comprehensive income (FVO CI), amounting to €448 million (€603 million as of December 31, 2025), were broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025 Securities for non-operating purposes Listed bonds issued by sovereign stat es/supranational institutions 353 499 Listed bonds issued by corporate bond issuers 95 104 Total 448 603 Listed bonds issued by sovereign states /supranational institutions, amounting to €353 million as of June 30, 2026 (consisting solely of bonds denominated in Eur o) were broken down as follows:
(€ million) Notional amount Fair value Nominal
rate
of return (%)
Maturity Standard
& Poors Rating Fixed rate bonds Austria 14 13 0.90-2.11 2028-2032 AA+ Belgium 13 13 2.14-2.85 2026-2034 AA-
Finland 20 20 2.15-2.32 2027-2028 AA+ France 23 23 2.16-3.00 2026-2034 A+ Germany 59 58 0.00-2.25 2026-2031 AAA Italy 115 116 2.09-2.67 2026-2029 BBB+ The Netherlands 13 14 2.02-2.50 2028-2034 AAA Spain 65 65 2.04-2.40 2026-2028 A+ Eurobonds 30 31 0.00-2.25 2026-2028 AAA/A+ Total 352 353 Listed bonds issued by corporate bon d issuers, amounting to €95 million as of June 30, 2026, were as follows:
(€ million) Notional amount Fair value Nominal
rate
of return (%)
Maturity Standard
& Poors Rating Fixed rate bonds Listed bonds issued by industrial companies 95 95 0.00-4.63 2026-2034 AA/BBB+ Total 95 95 The fair value of bonds is determined on the b asis of market prices and is therefore classified at Level 1 of the fair value hierarchy as defined by IFRS 13, i.e. a fa ir value based on quoted prices in active ma rkets. The bonds measured at fair value through other comprehensive income (FVOCI) represent liquidity investments and are held both to collect contractual cash flows and for the realisation of the value deriving from the possible sale of the instrument before contractual maturity.
Listed bonds issued by sovereign states /supranational institutions and by corpor ate bond issuers owned by the Group fall within the scope of analysis for t he determination of expected losses.
Given the high creditworthiness of the issuers of the securities in portfolio (a ll investment grade), the impact of expected lo sses on these bonds as of June 30, 2026 was immaterial.
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8 Other financial assets ______________________________________________________________________________________________________________________________ ______
Other current financial assets Other current financial assets of €533 milli on (€429 million as of December 31, 2025)
(€ million) June 30, 2026 Dec. 31, 2025 Financial receivables for operating purposes - -
Financial receivables fo r non-operating purposes 533 429 Total 533 429
Financial receivables for non- operating purposes amounting to €533 million (c ompared with €429 million as of December 31, 2025) related almost entirely to the cash and cash equivalents attributable to Serviz i Energia Italia SpA (subsidiary at 100%) as recorded in the balance sheets of its investee companies: CCS JV Scarl (€451 million), whi ch is executing a project in Mozambique and SCD JV Scarl (€31 million), wh ich is executing a project in Nigeria.
Other current financial assets from re lated parties are detailed in Note 43 “Related party transactions”.
9 Trade and other receivables ___________________________________________________________________________________________________________________ Trade and other receivables of €3,746 million (€3,237 million as of December 31, 2025) can be broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025 Trade receivables 3,111 2,703 Advances for services 283 255 Other receivables 352 279 Total 3,746 3,237 Trade receivables, amounting to €3,111 m illion, increased by €408 million compared to December 31, 2025, in line with the progress of the projects already underway.
An amount of €8 million of trade receivables and an amount of €1 million of other receivable s were reclassified under assets held for sale; both amounts related to the subsidiary Saudi Arabian Saipem Ltd.
Receivables are stated net of a loss allowance of €586 million, whose movements are shown below:
(€ million) Dec. 31, 2025 Accruals Utilisations Exchange differences Other changes June 30, 2026 Trade receivables 571 14 (18) 13 - 580 Other receivables 6 - - - - 6 Total 577 14 (18) 13 - 586 The credit exposure to the top five clients, who are the leading oil companies in t he industry, is in line with the Group’s operations and represents around 37% of total trade receivables.
The Group continues to closel y monitor the collections.
The recoverability of trade receivables is checked using the “e xpected credit loss model” in accordance with IFRS 9.
As of June 30, 2026, the effect of expected losses on trade rece ivables, determined on the basis of client s’ credit standing, amounted to €35 million (€23 million as of December 31, 2025), wh ich are included in the total loss allowance of €580 million (€571 million as of December 31, 2025). As of June 30, 2026 Saipem had factored €6 million in unexpired trade receivables on a non-recourse, non-notification basis (€5 million as of December 31, 2025). Saipem SpA, as Parent Company, is respons ible for managing the collection of the receivables assigned without notice and for transferring the sums collected to the factoring companies.
Trade receivables included retentions g uarantees of contract assets of €211 m illion (€189 million as of December 31, 2025), of which €92 million due within twelve m onths and €119 million beyond twelve months.
As of June 30, 2026, there were no non-wri tten down trade receivables relating to projects involved in litigation, as was the case as of December 31, 2025. Advances for services not yet rendered amounted to €283 million as of June 30, 2026, relating almost entirely to advances to suppliers on ongoing operational projects, an increase of €28 milli on compared to December 31, 2025.
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Other receivables of €352 million were broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025
Receivables from:
- employees 39 47
- guarantee deposits 24 21
- social security institutions 7 2
- insurance companies - -
Other receivables 282 209 Total 352 279 Other receivables of €352 million are shown net of the impairment allowance of €6 million.
Trade receivables and other receivables from related parti es are detailed in Note 43 “Related party transactions”.
The fair value of trade and other receivable s did not differ significantly from their carrying amount due to the short period o f time elapsed between their date of recognition and their due date.
10 Inventories ______________________________________________________________________________________________________________________________ __________________________________ Inventories amounted to €297 million (€312 million as of Decembe r 31, 2025) and decreased by €15 million compared to 2025.
(€ million) June 30, 2026 Dec. 31, 2025 Raw and ancillary materials and consumables 297 312 Total 297 312 “Raw and ancillary materials and consumables” include sp are parts for drilling and constr uction activities, as well as consumables for internal use and not for sale, are stated net of an impairment provision of €75 million, the movements in which are detailed below.
(€ million) Dec. 31, 2025 Accruals Utilisations Other changes June 30, 2026 Impairment provision for raw and ancillary materials and consumables 80 7 (8) (4) 75 Total 80 7 (8) (4) 75
With regard to the subsidiary Saudi Arab ian Saipem Ltd, the warehouse inventor y amounting to €30 million was reclassified under assets held for sale together with the a ssociated impairment provision of €4 million.
11 Contract assets ______________________________________________________________________________________________________________________________ ______________________ Contract assets amounted to €2,035 million (€1,904 million as of December 31, 2025) and were broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025 Contract assets (from work in progress) 2,039 1,910 Impairment provision for contract assets (from work in progress) (4) (6) Total 2,035 1,904 Contract assets (from work in progress), amounting to €2, 039 million, increased by €129 million due to the recognition of revenue based on the operating progress of projects to be invoiced dur ing 2026 of €508 million, plus the impact of exchange rate effects and other changes amounting to €101 million, partly offset by €47 6 million arising from the recognition of milestones by clients and impairment losses of €4 million resu lting from the ongoing legal and co mmercial monitoring of claim and change order amounts considered over the entire lif e of the project for cont ract evaluation purposes.
The impairment losses on contract assets recognised in accordance with IFRS 9 amounted to €4 million.
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12 Tax assets and liabilities ______________________________________________________________________________________________________________________________
Current income tax assets and liabilities Current income tax assets and liabilities consisted of the following:
June 30, 2026 Dec. 31, 2025 (€ million) Assets Liabilities Assets Liabilities Italian Tax Authorities 56 14 44 23 Foreign tax authorities 182 34 202 70 Total current income taxes 238 48 246 93 Current income tax assets amounting to €238 million mainly consisted of the right to an income tax refund from the Tax Authorities. An amount of €4 million, relating to current income tax assets, was re classified under assets di rectly related to assets held for sale, relating to the s ubsidiary Saudi Arabian Saipem Ltd.
Other current tax assets and liabilities Other current tax assets and liabilit ies consisted of the following:
June 30, 2026 Dec. 31, 2025 (€ million) Assets Liabilities Assets Liabilities Italian Tax Authorities 10 27 7 3 Foreign tax authorities 233 105 198 99 Total other current taxes 243 132 205 102 Other current tax assets with Italian Tax Authorities amounting to €10 million (€7 million as of December 31, 2025) consisted of VAT assets of €9.7 million (€1 million as of December 31, 2025) and other tax assets of €0.3 million (€6 million as of Decem ber 31, 2025). Other current tax assets with foreign tax authorities, amounting to €233 million (€198 million as of December 31, 2025), consisted of VAT assets of €167 million (€176 million as of D ecember 31, 2025) and other tax assets of €66 million (€22 million as of December 31, 2025). Other current tax liabilities with Itali an Tax Authorities amounting to €27 million (€3 million as of December 31, 2025) consisted of VAT liabilities of €18 million (€0.2 million as of December 31, 2025) and other tax liabilities of €9 million (€2.8 million as of December 31, 2025). Other current tax liabilities with foreign Tax Authoriti es amounting to €105 million (€99 million as of December 31, 2025) consisted of VAT liabilities of €72 million (€58 million as of December 31, 2025) and other tax liabilities of €33 million (€41 million as of December 31, 2025). An amount of €2 million, relating to other current tax liabilit ies, was reclassified under liab ilities directly related to asse ts held for sale, relating to the subsidi ary Saudi Arabian Saipem Ltd.
Non-current income tax assets and liabilities Non-current income tax assets and lia bilities consisted of the following:
June 30, 2026 Dec. 31, 2025 (€ million) Assets Liabilities Assets Liabilities Italian Tax Authorities - - - -
Foreign tax authorities 28 29 32 36 Total other current taxes 28 29 32 36 Non-current income tax assets consist of income tax assets due beyond 12 months. Non-current income tax liabilities relate to assessments of tax treatments for which there are uncertainties in the application of existing regulations in the foreign countries where the Group operates. The Group operates in numerous countries with compl ex tax laws and, with the support of local tax consultants, it adopts approaches based on maximum compliance with existing tax legisl ation and established
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practice in the various foreign countries. As of the reporting date, it is reasona ble to assume that no significant additional liabilities will arise beyond those already accounted for.
13 Other current assets ______________________________________________________________________________________________________________________________ _________ Other current assets of €284 million (€417 million as of December 31, 2025) consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Fair value of derivativ e financial instruments 27 80 Other assets 257 337 Total 284 417 The decrease in the positive fair value of the derivatives amou nting to €53 million was mainly attributable to changes – occurr ed in 2026 – in the EUR/USD exchange rate and the exchange rates wi th the other principal currencies linked to the US dollar.
For information on the fair value of derivative financial instruments see Note 29 “Derivative financial instruments”.
Other assets amounted to €257 million as of June 30, 2026, a decrease of €80 million compared to December 31, 2025, and mainly consisted of costs pertaining to future years relating to (i) the preparation of vessels for the execution of contracts in the portfolio, (ii) insurance costs and (iii) lease contracts.
An amount of €21 million was reclassified u nder assets held for sale, relating to the subsidiary Saudi Arabian Saipem Ltd.
Other current assets from related parties are de tailed in Note 43 “Related party transactions”.
14 Property, plant and equipment _____________________________________________________________________________________________________________ Property, plant and equipment amounted to €2,469 million ( €2,700 million as of December 31, 2025) and were made up as
follows:
(€ million) Property, plant and equipment Gross value as of December 31, 2025 10,111 Depreciation and impairment losses as of December 31, 2025 7,411 Carrying amount as of December 31, 2025 2,700 Capital expenditure 128
Depreciation (194)
Net reversals of impairment losses -
Disposals -
Assets held for sale (176) Change in the consolidation scope -
Sales of businesses -
Exchange differences 7 Other changes 4 Carrying amount as of June 30, 2026 2,469 Gross value as of June 30, 2026 9,346 Depreciation and impairment l osses as of June 30, 2026 6,877 Capital expenditure during the first half of 2026 amounted to €128 million (€345 million as of December 31, 2025) and mainly
related to:
•for the Asset Based Services sector, €79 million mainly rela ted to extraordinary maintenance and reinforcement of the vessels FDS, Saipem Constellation and the leased vessel JSD6000 in addition to extraordinary maintenance and upgrading of existing vessels;
•for the Offshore Drilling sector, €49 million for extraordinary maintenance and upgrading of vessel s, in particular on the drillship Saipem 10000 and Santorini and the jack-up Perro Negro 8.
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An amount of €176 million was reclassified under assets held for sale, consisting of €158 million relating to the subsidiary Sa udi Arabian Saipem Ltd, €12 million to FPSO Gi mboa and €6 million to the asset Hydrone W.
No financial expenses were capitalised and no impairment losses were recorded during the half-year.
Net exchange differences due to the translation of financial statements pr epared in currencies other than euro, amounted to a gain of €7 million.
As of June 30, 2026, all property, plant and equipment were unencumbered by collateral.
Investment commitments for proj ects for which procurement co ntracts have already been placed, maturing in 2027 (including the amounts relating to the second hal f of 2026), amounted to €117 million.
Impairment
In accordance with paragraph 12 of IAS 36, the Group carried out assessments to ident ify the existence of both internal and external trigger events in order to ev aluate the need to perform the impairment test as of June 30, 2026. When monitoring impairment indicators, t he Group considers, among other fact ors, the relationship between its market capitalisation and equity value. As of June 30, 2026, the Group’s market capitali sation exceeded its equity value as of March 31, 2026 by €6,419 million.
The Group also reviewed the impairment indicators identified by t he methodology and analysed additional trigger events, considering the assumptions and results of the im pairment process conducted for t he 2025 year-end closing.
The analyses performed included:
•the update of the market scenario, as well as the review of changes in variables affecting the discount rate;
•the analysis of operational perfo rmance and commercial prospects;
•the comparison between the cash flows of the updated 2025-2028 Strategic Plan (“Plan”) and thos e reflected in the most recently published analysts’ consensus reports.
Based on the analyses conducted, the Company determined that: (i) the reference market scenario is substantially in line with that considered in the Plan, although a situation of high uncertainty persists due to recent geopo litical developments; (ii) th e changes in market variables do not signi ficantly affect the discount rate; (iii) the operational performance and commercial prospects of the Business Lines are in line with the Plan; and (iv) the cash fl ows approved in the Plan, excluding the effects arising from the completion of the bi nding sale and purchase agreement between Saipem and ADES Saudi Ltd Co, are substantially confirmed and in line with analysts’ consensus. The tests conducted identified an impairment indicator – related to a reduction in expected cash flows – for a single CGU withi n the Offshore Drilling business line, fo r which the Company proceeded to determi ne the recoverable amount. The impairment test performed as of June 30, 2026, did not i dentify any need to record an impairment loss.
The assessment conducted identified an impairm ent indicator, related to a reduction in expected cash flows, for a single Cash Generating Unit “CGU” within the Offshore Drilling Business Line, for which the Company pr oceeded to determine the recoverable amount. The impairm ent test performed as of June 30, 2026, did no t identify any need to record an impairment loss. The table below summarises the overall result of the test on the Offshore Drilli ng CGU on which the impairment test was
performed:
(€ million)
Offshore
Drilling Headroom/(Impairment loss) 28
The recoverability of the carrying amounts of the CGUs was tested by comparing the carrying am ount of each CGU with its recoverable amount, determined on the basis of the value in use obtained by discounti ng the future cash flows generated by each CGU at the weighted average cost of capital (“WACC”) specific to each business in which the individual CGU operates. The prospective cash flows used to estimate the recovera ble amount of each CGU ar e determined on the basis of management’s best medium‑term estimates and do not depend on any specific event. These forecasts reflect the most recent management expectations regarding the relevant refe rence markets, as well as the actual results.
For the Offshore Drilling rigs, for the period beyond the Plan horizon (based on the residual economic and technical life of th e individual assets, or, if earlier, the ex pected expiry date of the last cyclical maintenance), the following assumptions were considered: (i) long-term lease rates defined within the pl anning process, by the related Busi ness Line, through an estimation process based on management's assessment of available internal and external information, inflated by 0.5% over the projection period; in pa rticular, the long-term lease ra tes of the Offshore Drilling CGUs have been defined using the latest available reports produced by external sources, normally used by the Business Line as referenc e benchmark; (ii) “normalised” idle days; (iii) estimated operating expenses based on figures of the last year of t he Plan, inflated by 0.5%; and (iv) capital
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expenditure and related downtime for cycli cal maintenance and replacements, as estimated by the Business Line on the basis of the forward‑looking schedule for cyc lical and intermediate maintenance.
In accordance with IAS 36, the estimates do not consider any cash in flows and/or outflows arising from: (i) a future restructur ing that has not yet been approved or to which the entity is not yet co mmitted; or (ii) the improvement or optimisation of business performance based on initiatives still to be undertaken or approved, or for which there is no commitment towards third parties relating to an increase of product ion capacity beyond the current level.
The table below shows the discount rate cal culated by the Company for the business segment tested for impairment, together with the rate used as of Decem ber 31, 2025, for completeness.
(%)
WACC
June 30, 2026
WACC
Dec. 31, 2025 Offshore Drilling 7.8 8.2
These discount rates (WACCs) reflect market assessments of the ti me value of money and the syst ematic risks specific to the activities of the individ ual CGUs that are not reflected in the estimate of prospective cash flows and have been estimated for each business segment, taking into account: (i) a cost of debt estimated on the basis of ten year market interest rates plus a credit spread derived from a peer group of operators representative of the specific business segment; (ii) the median leverage of the same panel of operators es timated on a multi-year historical horizon; a nd (iii) the median beta of the securities of companies belonging to the same panel es timated on a multi-year historical hor izon. Post-tax cash flows and discount rates were used as they produce outcomes which ar e equivalent to those resulting from a valuation using pre-tax cash flows and discount rates. The assumptions used consider a level of interest rates which reflects current market conditions, the risks of individual assets already included in the cash flows, as well as the long-ter m growth expectations in the businesses.
Sensitivity analysis of the CGUs referring to Offshore Drilling rigs The key assumptions adopted for estimating t he recoverable amounts of the CGUs repr esenting the drilling vessels are mainly related to the operating result of the CGUs (based on a combi nation of various factors, i ncluding lease rates and exchange rates) and the discount rate applied to the cash flows. The effects of the sensitiv ity analysis on the parameters used for the estimation of the recoverable amount of the CGUs are analysed below.
Specifically, for the CGU on which the impairment test was carried out:
•an increase in the discount rate of 1% would not generate any impairment losses;
•a decrease in the long-term day rate by 10% compared to t he rate assumed in the plan projections, would generate an impairment loss of €11 million;
•a decrease in the long-term day rate by 20% compared to t he rate assumed in the plan projections, would generate an impairment loss of €53 million;
•an increase in the long-term euro/dollar ex change rate of 0.1 compared with the excha nge rate of 1.3 assumed in the Plan projections, would not generate any impairment loss.
15 Goodwill ______________________________________________________________________________________________________________________________ _________________________________________ The goodwill amounting to €641 million refers to the difference betw een the purchase price, including transaction costs, and the equity at the respective dates of acquisition of control of Saipem SA (€631 m illion) and Moss Maritime Group (€10 million).
In order to determine the recoverable amount, the goodwill has b een allocated, in line with the organisational structure adopte d by the Company, to the following CGUs:
(€ million) June 30, 2026 Dec. 31, 2025 Asset Based Services 403 403 Energy Carriers 238 238 Total 641 641 As set out in the ‘Impairment’ section of Note 14 “Property, plant and equipment”, the tests carried out did not reveal any indicators of impairment.
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16 Intangible assets ______________________________________________________________________________________________________________________________ ___________________ Intangible assets amounting to €38 million (€38 million as of December 31, 2025) consisted of the following:
(€ million)
Intangible assets
with a finite
useful life
Gross value as of December 31, 2025 319 Amortisation and impairment losses as of December 31, 2025 281 Carrying amount as of December 31, 2025 38 Capital expenditure 5
Amortisation (5)
Net reversals of impairment losses -
Exchange differences and other changes -
Carrying amount as of June 30, 2026 38 Gross value as of June 30, 2026 322 Amortisation and impairment losses as of June 30, 2026 284
17 Right-of-Use assets, lease assets and lease liabilities __________________________________________________ The movements in right-of-use assets, financial asse ts and liabilities for leasing are shown below:
Lease assets Lease liabilities (€ million) Right-of-Use assets Current Non-current Current Non-current Gross value as of December 31, 2025 2,176 Depreciation and impairment losses as of December 31, 2025 963 Carrying amount as of Dec. 31, 2025 1,213 21 32 670 654 Increases 222 - - - 219 Other changes 16 10 (10) 327 (319) Decreases and cancellations (28) (12) - (348) (28) Depreciation (358) - - - -
Net reversals of impairment losses (4) - - - -
Exchange differences 7 1 - 14 9 Assets held for sale and directly associated liabilities - (20) (20) (20) (20) Interest - 2 - 33 -
Carrying amount as of June 30, 2026 1,068 2 2 676 515 Gross value as of June 30, 2026 2,374 - - - -
Depreciation and impairment losses as of June 30, 2026 1,306 - - - -
During the half-year the carryi ng amount of the right-of-use assets decreased by €145 million compared to December 31, 2025. The net decrease of €364 million (-€376 million in lease liabilities and -€12 million in lease assets) related to lease payment s for the period and the term ination of several leases.
Lease assets arising from subleasing transactions and the rela ted lease liabilities, both amounting to €40 million, were reclassified respectively under assets held for sale and directly associated liabilit ies; these amounts related to the subsidia ry Saudi Arabian Saipem Ltd. Other changes in lease assets and liabilities mainly related to their reclassification from non-current to current.
As of June 30, 2026, no right-of-use asset was a stand-alone CGU. For the purposes of determining the recoverable amount, the right-of-use assets have been allocated to their related CGUs and tested as described under “Impairment” in Note 14 “Property, plant and equipment”.
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On the basis of business assessments, renewal options not exercised in relation to plant and equipment, land and property totalling €173 million (€139 million as of Decem ber 31, 2025) are not consider ed in the determination of the total lease term and lease liability as of June 30, 2026.
The breakdown of renewal options by year is as follows:
(€ million) 2026 2027 2028 2029 2030 After Total Renewal options not exercised 2 18 34 54 42 23 173 The breakdown by maturity of net lease liabilities as of June 30, 2026 is as follows:
Non-current portion
(€ million) Current portion (*) 2027 2028 2029 2030 After Total Lease liabilities 676 141 168 62 21 123 1,191 Lease assets 2 1 1 - - - 4 Net lease liabilities 674 140 167 62 21 123 1,187
(*) Includes the first half of 2027.
The lease transactions with related parties are det ailed in Note 43 “Related party transactions”.
18 Equity investments ______________________________________________________________________________________________________________________________ _____________
Equity investments accounted for using the equity method Equity investments accounted for using the equity method amounted to €121 million (€127 million as of December 31, 2025) and were broken down as follows:
(€ million)
Opening carrying
amount
Acquisitions
and subscriptions
Sales and
reimbursements
Share of profit of
equity-accounted investees
Share of loss of equity-
accounted investees
Deduction for dividends Change in the
consolidation scope
Exchange differences Movements in reserves Other changes
Closing carrying
amount
Loss allowance June 30, 2026 Equity investments in subsidiaries - - - - - - - - - - - -
Equity investments in joint ventures 74 15 - 1 - (11) - 2 - (14) 67 -
Equity investments in associates 53 - - 11 (1) (10) - 1 - - 54 -
Total 127 15 - 12 (1) (21) - 3 - (14) 121 -
Dec. 31, 2025 Equity investments in subsidiaries - - - - - - - - - - - -
Equity investments in joint ventures 76 18 - 16 (2) (10) - (9) - (15) 74 -
Equity investments in associates 58 - - 36 - (36) - (5) - - 53 -
Total 134 18 - 52 (2) (46) - (14) - (15) 127 -
Equity investments accounted for using t he equity method are detailed in Note 4 “Consolidation scope as of June 30, 2026”.
The share of profit of equity-accounted i nvestees of €12 million consists of profits for the period of €1 million recorded by j oint ventures and €11 million by associates. The share of losses of equity-accounted investees of €1 million mainly consists of the losses fo r the period of associates.
The deduction for dividends of €21 million consists of €11 milli on from joint ventures and €10 million from associates.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 165 /
The carrying amount of equity investments accounted for usi ng the equity method related to the following companies:
(€ million)
Group share (%)
Carrying amount
as of June 30, 2026
Carrying amount
as of Dec. 31, 2025 Petromar Lda 70.00 60 67 Rosetti Marino SpA 20.00 29 26 Saipem Taqa Al Rushaid Fabricators Co Ltd 40.00 14 12 Kwanda Suporte Logistico Lda 49.00 10 10 Other 8 12 Total equity investments accounted fo r using the equity method 121 127
The total for the equity investments accounted for using the equ ity method does not include the loss allowance mentioned in Note 26 “Provisions for risks and charges”.
Other equity investments The other equity investments were not indi vidually significant as of June 30, 2026.
19 Deferred tax assets and liabilities _____________________________________________________________________________________________________ Deferred tax assets of €433 million (€414 million as of December 31, 2025) are shown net of €127 million in offsettable deferre d tax liabilities. Deferred tax liabilities of €11 million (€10 million as of December 31, 2025) are shown net of €127 million in offsettable defe rred tax assets. The movements in deferred tax assets and liabilities were as follows:
(€ million)
Dec. 31, 2025
Accruals
Utilisations
Exchange
differences
Other changes
June 30, 2026 Deferred tax assets 414 14 (32) 3 34 433 Deferred tax liabilities (10) (11) 31 (2) (19) (11) Total deferred tax assets (liabilities) 404 3 (1) 1 15 422
The item “Other changes” in deferred tax assets increased by €34 million and included: (i) offse tting of deferred tax assets against deferred tax liabilities at indivi dual entity level (+€46 million); (ii) the ta x effects (+€5 million) of fair value ch anges of derivatives designated as cash flow hedges report ed in equity; and (iii) other changes (-€17 million).
The item “Other changes” in deferred tax liabilities increas ed by €19 million and included: (i) o ffsetting of deferred tax asse ts against deferred tax liabilities at indivi dual entity level (+€46 million); (ii) the ta x effects (-€11 million) of fair value c hanges of derivatives designated as cash flow hedges reported in equity; and (iii) other changes (-€16 million).
An amount of €18 million of deferred tax assets was reclassified under assets held for sale and an amount of €15 million of deferred tax liabilities was reclassified under liabilities directly associated with asse ts held for sale; both amounts related to the subsidiary Saudi Arabian Saipem Ltd.
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Net deferred tax assets (liabilities) consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Gross deferred tax assets 560 587 Offsettable deferred tax liabilities (127) (173) Deferred tax assets 433 414 Gross deferred tax liabilities (138) (183) Offsettable deferred tax assets 127 173 Deferred tax liabilities (11) (10) Net deferred tax assets (liabilities) 422 404
Deferred tax assets recognised in the financial statements as of June 30, 2026 rela ting to tax losses amounted to €341 million and are considered recoverable in the next four year s. Taxes are shown in Note 38 “Income taxes”.
20 Other non-current receivables and assets _______________________________________________________________________________ Other non-current receivables and assets of €97 million (€121 million as of December 31, 2025) consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Fair value of derivativ e financial instruments 2 16 Other receivables 68 64 Other assets 27 41 Total 97 121 For information on the fair value of derivative financial instruments see Note 29 “Derivative financial instruments”.
Other receivables amounting to €68 million (€64 million as of December 31, 2024) partly consi sted of various types of guarantee deposits. Other non-current assets as of June 30, 2026 amounted to €27 million, a decrease of €14 million compared to December 31, 2025 and mainly included costs not pertaini ng to the reporting period, primarily related to insurance premiums and lease contracts. Other non-current assets from related parties are detailed in Note 43 “Related party transactions”.
21 Trade and other payables __________________________________________________________________________________________________________________________ Trade and other payables amounted to €3,960 million (€3,907 million as of Decem ber 31, 2025) and were broken down as
follows:
(€ million) June 30, 2026 Dec. 31, 2025 Trade payables 3,630 3,585 Other payables 330 322 Total 3,960 3,907 Trade payables of €3,630 million increased by €45 million compared to December 31, 2025.
An amount of €18 million of trade payables and an amount of €9 million of other payables were reclassified under liabilities directly associated with assets held for sale; both amounts related to the sub sidiary Saudi Arabian Saipem Ltd.
Trade and other payables with related parties are detailed in Note 43 “Related party transactions”.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 167 /
Other payables of €330 million were broken down as follows:
(€ million) June 30, 2026 Dec. 31, 2025
Payables to:
- employees 162 192
- social security institutions 55 55
- consultants and professionals 8 2
- directors and statutory auditors - 1
- insurance companies 7 -
Other 98 72 Total 330 322 The fair value of trade and other payables di d not differ significantly from their carrying amount due to the short period of time between their date of recognition and their due date.
22 Contract liabilities ______________________________________________________________________________________________________________________________ ________________ Contract liabilities amounted to €4,021 m illion (€3,237 million as of December 31, 2025) and consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Contract liabilities (from work in progress) 3,585 2,684 Advances from customers 436 553 Total 4,021 3,237 Contract liabilities (from work in progr ess) of €3,585 million (€2,684 million as of December 31, 2025) related to adjustments in revenue invoiced on long-term contracts r ecognised in order to comply with the accruals principle, in accordance with the accounting policies based on contractual amounts accrued. In particular, contract liabilities (fro m work in progress) increased by €901 million as a result of adjustments to revenue invoiced during first six months the year followi ng the valuation based on the oper ating progress of projects of €1,312 million, plus €1 9 million of exchange rate effects, partly offset by the recogniti on in revenue for the half-year of €430 million adjusted at the end of the previous year. Advances from customers of €436 million ( €553 million as of December 31, 2025) mainly related to amounts received upon signing contracts, in previous years and during the half-year, and used in relati on to the invoicing upon achievement of contractual milestones. Contract liabilities from related parties are det ailed in Note 43 “Related party transactions”.
23 Other current liabilities ______________________________________________________________________________________________________________________________ ___ Other current liabilities of €125 million (€42 million as of December 31, 2025) consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Fair value of derivativ e financial instruments 84 15 Other liabilities 41 27 Total 125 42 The increase in the negative fair value of the derivative financial instruments amounting to €69 million was mainly attributabl e to changes – occurred in 2026 - in the EUR/USD exchange rate a nd the exchange rates with the other principal currencies linked to the US dollar. For information on the fair value of derivative financial instruments see Note 29 “Derivative financial instruments”.
Other liabilities amounted to €41 million, increase by €14 milli on compared to December 31, 2025, and consisted of €36 million for the “Insurance premium reserve” and €5 million for “Other liabilities”. Other liabilities with related parties are de tailed in Note 43 “Related party transactions”.
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24 Financial liabilities ______________________________________________________________________________________________________________________________ _______________ Financial liabilities consisted of the following:
June 30, 2026 Dec. 31, 2025 (€ million) Current
financial
liabilities Current
portion of
non-current
financial
liabilities Non-
current
financial
liabilities Total Current
financial
liabilities Current
portion of
non-current
financial
liabilities Non-
current
financial
liabilities Total
Banks 60 - - 60 23 30 - 53 Bonds - 259 1,448 1,707 - 274 1,440 1,714 Other financial institutions 25 - - 25 15 - - 15 Total 85 259 1,448 1,792 38 304 1,440 1,782 As of June 30, 2026, there were bank loan agreements containing financial covenants that require the ratio of net financial debt to EBITDA (as defined in the respecti ve loan agreements) not to exceed 3.5 times. As of June 30, 2026, the Company satisfied all conditions on the use of borrowings, including these financial covenant s, change of control clauses, and negative pledge and cross-default clauses. “Bonds” includes three ordinary unsubordinated bonds with a total nominal val ue of €1,241 million (ca rrying amount of €1,253 million as of June 30, 2026), and one convertible bond, also unsubor dinated, with a nominal va lue of €500 million (carrying amount of €454 million as of June 30, 2026). The breakdown by maturity of non-current financial liabilities as of June 30, 2026 is as follows:
(€ million)
Type Maturity range 2027 2028 2029 2030 After Total non-
current
financial
liabilities
Banks 2027-2030 - - - - - -
Bonds 2028-2030 - 472 480 496 - 1,448 Total - 472 480 496 - 1,448 With reference to future contractual payments due, the maturi ties of non-current financial lia bilities were analysed as follows :
Long-term maturity
(€ million) Carrying amount as of June 30, 2026 Current
portion June
30, 2027 Second
half
2027 2028 2029 2030 After Total future
payments
as of June 30,
2026
Banks - - - - - - - -
Bonds 1,707 260 - 500 500 500 - 1,760 Other financial institutions - - - - - - - -
Total 1,707 260 - 500 500 500 - 1,760 The difference of €53 million between the carrying amount of the non-cu rrent financial liabilities r ecognised in the financial statements as of June 30, 2026 and the total future payments is due to the application of the am ortised cost method to those liabilities.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 169 /
The analysis of financial liabilities by currency with an indication of the nominal interest rate is as follows:
(€ million)
June 30, 2026 Dec. 31, 2025 Interest rate % Interest rate % Interest rate % Interest rate %
Currency Current
financial
liabilities from to Non-current
financial
liabilities
(including
current
portion
long-term) from to
Current
financial
liabilities from to Non-current
financial
liabilities
(including
current
portion
long-term) from to Euro 3 0.00 0.00 1,707 2.88 4.88 4 0.00 0.00 1,744 1.34 4.87 US dollar - - - -
Other 82 - 34 -
Total 85 1,707 38 1,744
Non-current financial liabilities, including t he current portion, mature between 2026 and 2030.
As of June 30, 2026, Saipem had unused uncommitted short-term credit lines totalling €77 million (€102 million as of December 31, 2025) and unused committed long-ter m credit lines totalling €600 million ( €600 million as of December 31, 2025).
Commission fees on unused lines of credit were not significant. There were no financial liabilities secured by mortgages or liens on real estate of consolidated Group companies and by pledges on securities. The fair value of non-current financial lia bilities, including the current portion, amounted to €2,671 million (€2,084 million as of December 31, 2025) and was calculated using the closing stock market price of the listed financial instruments on the last available date of the period. The following table lists the comparison betw een the notional value, the carrying amount and the fair value of non-current
financial liabilities:
June 30, 2026 Dec. 31, 2025 (€ million) Notional
amount Carrying
amount Fair value Notional
amount Carrying
amount Fair value Banks - - - 30 30 30 Bonds 1,741 1,707 2,671 1,741 1,714 2,054 Other financial institutions - - - - -
Total 1,741 1,707 2,671 1,771 1,744 2,084 The following is a reconciliation between changes in financia l liabilities and cash flows from financing activities:
Non-cash changes
(€ million) Dec. 31, 2025 Change in cash flows Acquisitions Exchange
differences Change
in fair value Other
non-cash
changes June 30, 2026 Current financial liabilities 38 46 - 1 - - 85 Non-current financial liabilities, including current portion 1,744 (37) - - - - 1,707 Net lease liabilities (assets) 1,271 (289) - 6 - 199 1,187 Total net liabilities from financing activities 3,053 (280) - 7 - 199 2,979
Financial liabilities from related parties are deta iled in Note 43 “Related party transactions”.
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25 Analyses of net financial debt ________________________________________________________________________________________________________________ Below is the financial debt statement prepared according to the provis ions of ESMA32-382-1138 of March 4, 2021 (ESMA Guideline), compliance with whi ch is required under Consob Noti ce 5/21 issued on April 29, 2021.
June 30, 2026 Dec. 31, 2025 (€ million) Current Non-current Total Current Non-current Total A. Cash 1,785 - 1,785 1,679 - 1,679 B. Cash equivalents 81 - 81 28 - 28 C. Other current financial assets: 1,004 - 1,004 1,073 - 1,073
- Financial assets measured at fair value through profit or loss 23 - 23 41 - 41
- Financial assets measured at fair value through OCI 448 - 448 603 - 603
- Financial receivables 533 - 533 429 - 429 D. Liquidity (A+B+C) 2,870 - 2,870 2,780 - 2,780 E. Current debt: 761 - 761 708 - 708
- Current financial liabilities with banks 60 - 60 23 - 23
- Current financial liabilities with related parties 1 - 1 1 - 1
- Other current financial liabilities 24 - 24 14 - 14
- Lease liabilities 676 - 676 670 - 670 F. Current portion of the non-current debt: 259 - 259 304 - 304
- Non-current financial liabilities with banks - - - 30 - 30
- Ordinary bonds 259 - 259 274 - 274 G. Current debt (E+F) 1,020 - 1,020 1,012 - 1,012 H. Net current debt (G-D) (1,850) - (1,850) (1,768) - (1,768) I. Non-current debt: 515 515 - 654 654
- Non-current financial liabilities with banks - - - - - -
- Non-current financial liabilities with related parties - - - - - -
- Lease liabilities - 515 515 - 654 654 J. Debt instruments: - 1,448 1,448 - 1,440 1,440
- Ordinary bonds - 1,448 1,448 - 1,440 1,440 K. Trade and other non-current payables - 128 128 - 125 125 L. Non-current debt (I+J+K) - 2,091 2,091 - 2,219 2,219 M. Total financial debt as per Consob Notice No. 5/21, April 29, 2021 (H+L) (1,850) 2,091 241 (1,768) 2,219 451
The net financial debt does not include the fa ir value of the derivatives stated in No tes 13 “Other current assets”, 20 “Other non-current receivables and assets”, 23 “Other current liab ilities”, and 28 “Other non-current payables and liabilities”.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 171 /
Reconciliation of net debt
June 30, 2026 Dec. 31, 2025 (€ million) Current Non-current Total Current Non-current Total M. Total financial debt as per Consob Notice No. 5/21, April 29, 2021 (H+L) (1,850) 2,091 241 (1,768) 2,219 451 N. Non-current financial receivables - - - - 1 1 O. Lease assets 2 2 4 21 32 53 P. Trade and other non-current payables - (128) (128) - (125) (125) Q. Net financial debt
(M-N-O+P) (1,852) 1,961 109 (1,789) 2,061 272
The pre-IFRS 16 net financial posit ion as of June 30, 2026, amounted to net cash of €1,078 million. The net financial position, including the IFRS 16 lease liability of €1,187 million, was negative at €109 million. The pre-IFRS 16 gross debt as of June 30 , 2026, amounted to €1,792 million, liquidity amounted to €2,870 million, i ncluding available cash for €1,291 million.
Financial receivables are discussed in Note 8 “Other financial assets”.
26 Provisions for risks and charges _________________________________________________________________________________________________________ Provisions for risks and charges amounted to €828 million (€947 million as of December 31, 2025) and consisted of the following:
(€ million) Opening balance Accruals Utilisations Other changes Closing balance June 30, 2026 Provision for litigation 27 6 (6) - 27 Provision for losses on investments 152 4 (2) (10) 144 Provision for contractual expenses and losses on long-term contracts 636 6 (100) 10 552 Other provisions 132 6 (20) (13) 105 Total 947 22 (128) (13) 828 Dec. 31, 2025 Provision for litigation 41 7 (19) (2) 27 Provision for losses on investments 148 38 - (34) 152 Provision for contractual expenses and losses on long-term contracts 450 284 (90) (8) 636 Other provisions 161 33 (54) (8) 132 Total 800 362 (163) (52) 947
The provision for litigation amounted to €27 million and consisted of accruals made by Saipem SpA and a number of foreign subsidiaries in relation to ongoing litigation, of which €5 million were for litigati on with employees. The provision mainly in cludes the best estimate of probable liabilities arising from settlements and legal proceedings.
The provision for losses on investments amounting to €144 million cover the allocations made during the valuation of the equity investments for losses exceedi ng the equity of the investees.
The provision for contractual expenses and losses on long-term contracts amounted to €552 million and included the best estimate of the losses of €529 million and fi nal project costs of €23 million mainly related to projects of the Engineering & Construction business. Other provisions amounted to €105 million and mainly included:
•the provision for dismantling and restoration amounting to €44 million, which i ncludes the accrual for the costs of restoring leased assets;
•the provision for taxes amounting to €16 million, related principally to ongoing litigation concerning indirect taxes with foreign tax authorities. The Saipem Group operates in numerous coun tries with complex tax laws to which it adheres thanks also to the support of local tax consultants. In some of these jurisdictions, the Group handles, through appeals, some requests made by the tax authorities, from which the Directors believe that no furt her significant charges will arise with respect to what has already been set aside.
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An amount of €15 million was reclassified u nder liabilities directly related to assets held for sale, relating to the subsidiar y Saudi Arabian Saipem Ltd.
27 Employee benefits ______________________________________________________________________________________________________________________________ _______________ Employee benefits amounted to €222 million ( €195 million as of December 31, 2025).
During the period, provisions of €26 m illion were recognised for staff leaving incent ives as part of strategic human resources planning. On November 4, 2025, agreements were signed with the trade unions pursuant to Arti cle 4 of Italian Law No. 92/2012, for the implementation of a 2026-2028 three- year employment reconfiguration plan aiming to suppo rt and foster a turnover of the qualitative and quantitative mix, based on the programmed management of exits/hires for a total number of around 480 people. This initiative forms part of the wo rkforce management and renewal process, aimed at fostering generational turnover and leveraging internal expertise. The provisions cover the estimated costs, calculated on an actuarial basis, associated with the acceptance of offers for early mutual termination of em ployment relationships.
An amount of €7 million was reclassified u nder liabilities directly associated with assets held for sale, relating to the subsi diary Saudi Arabian Saipem Ltd.
28 Other non-current payables and liabilities ________________________________________________________________________________ Other non-current payables and liabilities of €132 million (€128 million as of December 31, 2025) consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Fair value of derivativ e financial instruments 1 -
Other payables 130 127 Other liabilities 1 1 Total 132 128 Other payables amounted to €130 million and included €128 million pr imarily relating to the outcome of the settlement of the disputes related to the GNL3 Arzew litigation. For information on the fair value of derivative financial instruments see Note 29 “Derivative financial instruments”.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
at a glance Report FINANCIAL STATEMENTS ANNEXES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 173 /
29 Derivative financial instruments __________________________________________________________________________________________________________
June 30, 2026 Dec. 31, 2025 (€ million) Fair value asset Fair value liability Fair value asset Fair value
liability
Derivatives qualified for hedge accounting Currency forwards (Spot component)
- purchases 14 6 40 4
- sales 3 34 47 1 Currency forwards (Forward component)
- purchases (6) 11 (18) (1)
- sales (1) 10 (12) 3 Commodity forwards (Forward component)
- purchases 1 1 - -
- sales - - - -
Total derivatives qualified for hedge accounting 11 62 57 7 Derivatives not qualified for hedge accounting Currency forwards (Spot component)
- purchases 28 5 35 8
- sales 2 16 21 1 Currency forwards (Forward component)
- purchases (12) - (12) (1)
- sales - 2 (5) -
Commodity forwards (Forward component)
- purchases - - - -
- sales - - - -
Total derivatives not qualified for hedge accounting 18 23 39 8 Total derivatives accounting 29 85 96 15
Of which:
- current 27 84 80 15
- non-current 2 1 16 -
The fair value hierarchy in which derivat ive contracts are classified is level 2.
Purchase and sale commitments on de rivatives are detailed as follows:
June 30, 2026 Dec. 31, 2025 (€ million) Asset Liability Asset Liability
Purchase commitments
Derivatives qualified for hedge accounting:
- interest rate derivatives 85 85 127 127
- exchange rate derivatives 473 944 1,140 584
- commodity contracts - 17 - 15 Derivatives not qualified for hedge accounting:
- interest rate derivatives - - 100 -
- exchange rate derivatives 1,078 201 640 770 1,636 1,247 2,007 1,496
Sale commitments
Derivatives qualified for hedge accounting:
- exchange rate derivatives 34 1,429 1,480 475 Derivatives not qualified for hedge accounting:
- exchange rate derivatives 174 1,209 493 427 208 2,638 1,973 902 The fair value of derivative financial instruments was deter mined by taking into account valuat ion models widely used in the financial sector and market parameters (exchange rates and interest rates) as of the end date of the period.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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/ 174 SAIPEM INTERIM CONSOLIDATED FINANCIAL REPORT AS OF JUNE 30, 2026
The fair value of forward transactions (outright, forward and currency swaps) was determined by comparing the net present value at the negotiated terms of the transactions outstanding as of June 30, 2026 with the net pres ent value recalculated at the conditions quoted by the market at the end of the reporting per iod. The model used is the Ne t Present Value model, which is based on the forward contract exchange rate, the period-end exchange rate, and the respective forward interest rate curves.
The fair value relating to the IRS was not material as of June 30, 2026 (an asset of €0.3 million as of December 31, 2025, of which €0.2 million relating to the portion designated as qualified for hedge accounting). The fair value of interest rate swaps was calculated by comparing the net present value at the negotiated terms of the transactions out standing as of June 30, 2026 with the present value recalculated at the conditions quoted by the market as of the end da te of the period. The model used is the Net Present Value (NPV), with the EUR forward interest rates as the parameters.
Cash flow hedging transactions related to forward purchase and sale transactions (forwards, outright and currency swaps).
The recognition of the effects on the income statement and the realisati on of the economic flows of the highly probable future transactions hedged as of June 30, 2026, are forecast in relation to a period of time up to 2028.
In the first half of 2026, there were no significant cases in which transactions previously qualified as hedges were no longer considered highly probable. The fair value asset on derivatives qualified for hedge accounti ng as of June 30, 2026 amounted to €11 million (€57 million as of December 31, 2025). In respect of these derivatives, in re lation to the currency contracts, the spot component, amounting to €17 million (€87 million as of December 31, 2025), was sus pended in the hedging reserve in the amount of €13 million (€50 million as of December 31, 2025) and recognised in financial income and expenses in the amount of €4 million (€37 million as of December 31, 2025), while the forward component, not designated as a hedging instrument, was recognised in financial income and expenses in the amount of - €7 million (-€30 million as of December 31, 2025).
With regard to commodity contracts, the fair value asset of €1 million was suspended in the hedging reserve.
The fair value liability on derivatives qualified for hedge acco unting as of June 30, 2026 amounted to €62 million (€7 million as of December 31, 2025). In respect of these derivatives, in re lation to the currency contracts, the spot component, amounting to €40 million (€5 million as of December 31, 2025), was sus pended in the hedging reserve in the amount of €40 million (immaterial amount as of December 31, 2025) and recognised in financial income and expenses for an immaterial amount (€5 million as of December 31, 2025), while the forward component , not designated as a hedging instrument, was recognised in financial income and expenses in the amount of €21 million (€2 million as of December 31, 2025).
With regard to commodity contracts, the fair value liability of €1 million was suspend ed in the hedging reserve (€0.4 million a s of December 31, 2025). The hedging reserve, relating to currency contracts, recor ded a negative balance of €15 m illion with a weighted average exchange rate of the hedging instruments of 1.588 to the US dollar (USD) and 0.8408 to the British pound sterling (GBP). The hedging reserve, relating to commodity contracts, was a positive €3 million, wi th a weighted aver age price of hedging instruments of USD 874/MT for fuel hedges. The change in the hedgi ng reserve (negative balance of €12 million as of June 30, 2026), compared to 2025 (positive balance of €88 million) amounted to €100 million and was primarily attributable to the change in the EUR/USD exchange rate. In the first half of 2026, the project margins were adj usted by a net positive amount of €79 million for hedging.
30 Assets held for sale and directly associated liabilities _____________________________________________________ As of June 30, 2026, assets held for sal e and directly associated liabilities amounted to €298 million and €106 million, respectively. Assets held for sale of €280 million and di rectly associated liabilities of €106 million related to the subsidiary Saudi Arabia n Saipem Ltd (“SAS”), which is the subject of the binding sal e and purchase agreement signed on June 24, 2026 between Saipem, through its subsidiary Saipem Internationa l BV, and ADES Saudi Ltd Co, a company indi rectly controlled by ADES Holding Co (“ADES”), for the sale of the entire holding in SAS. SAS operates in the shallow water offshore drilling sector and has a fleet consisting of three owned jack-up rigs (Perro Negro 7, Perro Negro 8 and Perro Negro 10) and two jack-up rigs under lease contracts (Perro Negro 11 and Perro Negro 13).
The consideration for the sale is USD 285 million, determined on a debt-fr ee/cash-free basis and will be settled entirely in cash upon completion of the transaction, subject to t he application of customary adjustment mechanisms.
Upon completion of the transaction, the parties will sign a bare boat charter agreement that will allow Saipem to continue its ongoing operational activities in Mexico with the rig Perro Negro 10, thereby ensuri ng full compliance with the obligations previously undertaken by Saipem.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
at a glance Report FINANCIAL STATEMENTS ANNEXES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 175 /
Completion of the transaction is expected by the third quarter of 2026 and is subject to the fulf ilment of the usual conditions precedent provided for in the sale and purchase agreement, in cluding obtaining the applicable regulatory approvals.
As of June 30, 2026, in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, the assets and liabilities attributable to SAS were classifi ed respectively under “assets held for sal e” and “liabilities directly associated with assets held for sale”, separately from the other assets a nd liabilities in the statement of financial position.
Depreciation of the non-current assets held for sale ceased from the date of classification (June 30, 2026).
The remaining assets held for sale, amou nting to €18 million, consisted of:
•€12 million for the FPSO Gimboa unit, follo wing the signing of a sale a nd purchase agreement in April 2026; the transfer of the asset is expected during the third quarter of 2026;
•€6 million for the Hydrone-W asset, for which a sale and pu rchase agreement was signed at the beginning of 2026; the transfer of the asset is expected by mid-2027.
The valuation of the above assets in accordance with IFRS 5, carried out at the lower of carrying amount and fair value less costs to sell, did not result in the r ecognition of any impairment losses.
31 Equity ______________________________________________________________________________________________________________________________ ________________________________________________
Non-controlling interests
Non-controlling interests amounted to €1 million as of June 30, 2026 (€1 million as of December 31, 2025).
Saipem's equity
Saipem’s equity amounted to €2,312 milli on as of June 30, 2026 (€2,637 million as of December 31, 2025) and consisted of
the following:
(€ million) June 30, 2026 Dec. 31, 2025 Share capital 502 502 Share premium reserve 1,621 1,621 Legal reserve 37 19 Fair value reserve for cash flow hedges (8) 75 Reserve for financial assets measured at fair value through other comprehensive income (2) (1) Exchange difference reserve (84) (70) Valuation reserve for employ ee defined benefit plans (25) (25) Portion of OCI valuation reserves for equity-accounted investees (4) (4) Other 80 80 Retained profits 278 309 Profit (loss) for the period 96 310 Negative reserve for treasury shares in portfolio (179) (179) Total 2,312 2,637
Share capital
As of June 30, 2026, Saipem SpA’s fully paid-up share capital amounted to €501,669,790.83, corresponding to 1,995,631,862 shares, all without par value (1,995,631,862 as of December 31, 2025), of which 1,995,631,862 ordinary shares (1,995,631,862 as of December 31, 2025).
Share premium reserve The share premium reserve amounted to €1,621 million as of June 30, 2026 (€1,621 million as of December 31, 2025).
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Other reserves
Other reserves as of June 30, 2026 had a negative balance of €6 million (positive €74 million as of December 31, 2025) and consisted of the following:
(€ million) June 30, 2026 Dec. 31, 2025 Legal reserve 37 19 Fair value reserve for cash flow hedges (8) 75 Reserve for financial assets measured at fair value through other comprehensive income (2) (1) Exchange difference reserve (84) (70) Valuation reserve for employee defined benefit plans (25) (25) Portion of OCI valuation reserves for equity-accounted investees (4) (4) Other 80 80 Total (6) 74
Legal reserve
As of June 30, 2026, this reserve amounted to €37 million (€19 million as of December 31, 2025), r epresenting an increase of €18 million compared to December 31, 2025, resu lting from the allocation of 5% of the profit for the year 2025 of Saipem SpA as approved by the Shareholders’ Meeting of May 12, 2026.
Fair value reserve for cash flow hedges This reserve had a negative balance of €8 million (positive €75 million as of December 31, 2025), net of tax of €3 million (€13 million as of December 31, 2025), and related to the fair value measurement of interest rate hedging contracts, commodity risk hedging contracts and the spot component of exchange rate risk hedging contracts outstandi ng as of June 30, 2026.
Reserve for financial assets measured at fair value through other comprehensive income The negative balance of €2 million of this reserve as of June 30, 2026 (negative €1 million as of December 31, 2025) related to the fair value change of financial instrument s held to obtain cash flows both from the collection of contractual payments and from sales, which are measured at fair value through other comprehensive income.
Exchange difference reserve This reserve had a negative balance of €84 million (negative €70 million as of Decem ber 31, 2025) and related to exchange rate differences arising from the translation into euros of fi nancial statements denominated in currencies other than the euro.
Valuation reserve for employee defined benefit plans This reserve had a negative balance of €25 million (negative €25 million as of December 31, 2025), net of tax of €7 million (€8 million as of December 31, 2025). This reserve, in accordance with the prov isions of IAS 19, recognise s the actuarial gains and losses related to the employee defined benefit plans.
Portion of OCI valuation reserves for equity-accounted investees This reserve had a negative balance of €4 million relating to employee defined benefit plan s (negative €4 million as of December 31, 2025).
Other
“Other” consists of the “convertible bond conversion reserve”, which had a positive balance of €80 million (positive €80 million as of December 31, 2025), and represented the equity component of the convertible bond, which is the option giving holders of compound financial instruments the right of conversion into a fixed number of ordinary shares of the Company. This value is equal to the difference between the fair value of the compound financial instrum ent as a whole and the fair value of the financial liability, net of issuance costs of €1 million.
Negative reserve for treasury shares in portfolio The negative reserve for treasury shares in portfolio, established pursuant to Arti cle 2357-ter of the Civil Code amended to include Legislative Decree No . 139/2015, amounted to €179 million for 55,349,164 ordinary shares. It includes the value of treasury shares for the implementati on of share-based incentive plans for the Group’s senior managers.
Considering that there were no movements during the half-year compared to December 31, 2025, the breakdown of treasury shares was as follows:
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Number of
shares
Average cost
(€)
Total cost
(€ million)
Share capital
(%) Treasury shares in portfolio as of December 31, 2025 55,349,164 3.235 179 2.77 Procurement first half 2026 - - - -
Assignments first half 2026 - - - -
Treasury shares in portfolio as of June 30, 2026 55,349,164 3.235 179 2.77
As of June 30, 2026, there were 1,940,282,698 shares outstanding (1,940,282,698 as of December 31, 2025).
32 Additional information ______________________________________________________________________________________________________________________________ _____
Additional information on the statement of cash flows In the first half of 2026, there were no cash flows relating to investments in or di vestments in companies entering or leaving the scope of consolidation, nor in business units.
33 Guarantees, commitments and risks _______________________________________________________________________________________________
Guarantees
Guarantees amounted to €6,966 million (€7,438 million as of December 31, 2025), and were as follows:
June 30, 2026 Dec. 31, 2025 (€ million) Unsecured Other
personal
guarantees Total Unsecured Other
personal
guarantees Total
Joint ventures and associates 12 107 119 19 175 194 Subsidiaries 16 4,127 4,143 17 4,364 4,381 Own - 2,704 2,704 - 2,863 2,863 Total 28 6,938 6,966 36 7,402 7,438
Other personal guarantees issued for subsi diaries amounted to €4,127 million (€4, 364 million as of December 31, 2025), which are related to independent guarantees given to third parties ma inly to bid bonds and to ensur e compliance with contractual agreements, together with sureties and other personal guarantees iss ued to banks. Other personal guarantees provided in our own interest – amounting to €2,704 million (€2,863 million as of December 31, 2025) – primarily relate to performance bonds, advance payment bonds, retention bonds, and guarantees issued by ban ks or insurance institutions in relation to Saipem SpA’s contractual agreements.
The overall reduction of €472 million was due to t he effective management of these guarantees.
Guarantees issued to/through related parties are deta iled in Note 43 “Related party transactions”.
Commitments
The Parent Company Saipem SpA has co mmitments with clients a nd/or other beneficiaries (financial and insurance institutions, export credit agencies) relating to the fulfilment of contractual obligati ons entered into by itself and/or by it s subsidiaries, associates and joint ventures in the event of non-performance and payment of any damages arising from non-performance. The total value of corporate commitments, which entail accepting a performance obligation, amounted to €106,742 million (€104,708 million as of December 31, 2025) . This total included €20,161 m illion (€20,097 million as of December 31, 2025) in commitments related to third-party interests (partner companies involved in the execut ion of projects carried out by the parent company and/or subsidiaries) and indemnified by those companies. The repayment obligations for bank loans granted to the Grou p companies are generally supported by guarantees issued by the parent company Saipem SpA and other Group subsidiaries. The repayment obligat ions of the Group’s bond issues are covered by guarantees issued by the Parent Com pany Saipem SpA, and other Group subsidiaries.
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Risks
The policies for managing and monitoring the Group’s main risk factors are given in the section "Risk management" of the "Interim Directors’ Report".
Additional information on financial instruments
INFORMATION ON FAIR VALUE
The classification of financial assets and liabilities is given below; these are measur ed at fair value in the statement of fin ancial position, according to the fair value hi erarchy defined according to the significance of the i nputs used in the assessment process. In particular, depending on the char acteristics of the inputs used for assessment, the fair value hierarchy has the following levels: a) level 1: prices (not subject to variations) listed on active markets for the same financial assets or liabilities;
b) level 2: assessments made on the basis of inputs, other than the listed prices referred to in the preceding point, which, fo r the measured asset/liability, can be observed directly (prices) or indirectly (derived from prices); and c) level 3: inputs not based on observable market data. In relation to the above, the financi al instruments measured at fair value as of June 30, 2026 were as follows:
June 30, 2026 (€ million) Level 1 Level 2 Level 3 Total Financial assets (liabiliti es) held for trading:
- non-hedging derivatives - (5) - (5)
- financial assets measured at fair value through profit or loss 23 - - 23 Financial assets ava ilable for disposal:
- financial assets measured at fair value through OCI 448 - - 448 Net hedging derivative assets (liabilities) - (51) - (51) Total 471 (56) - 415 Throughout the first half of 2026 there were no transfers bet ween the different levels of the fair value hierarchy.
Legal proceedings
The Group is a party in certain judicial proceedings. Provisions for legal risks are made on the basis of information available at the date of the present Report, including information acqui red by external consultants provid ing the Group with legal support.
Information available regarding criminal proceedings at the preliminary investigation phase is by its nature incomplete due to the principle of pre-trial secrecy. With respect to pending legal proceedings and civil/arbitration proceedings, provisions for legal risks are not made when a negative outcome is evaluated, also with the support of external lawyers, as not probable or when it is not possible to estimat e its outcome. For all the criminal proceedings evaluated, also with the support of external lawy ers, as proceedings whose outcome cannot be predicted, no provisions were made. The Company has made provisions for the following proceedings: a) two actions for damages brought by institutional investors follo wing Consob Resolution No. 18949 of June 18, 2014, for which the Company prudently deemed it necessary to establish a provision;
b) other minor proceedings for which the Co mpany has prudently set up provisions.
For more details, please see the coming paragraphs. A summary of the most significant ju dicial proceedings is set out below.
ALGERIA
Ongoing Investigation - Algeria - Sonatrach 2: in March 2013, the legal representativ e of Saipem Contr acting Algérie SpA was summoned to appear at the Court of Al giers, where he received verb al notification from the l ocal investigating judge of the commencement of an investi gation (“Sonatrach 2”) underway “i nto Saipem Contracting Algér ie for charges pursuant to Articles 25a, 32 and 53 of the Alger ian Anti-Corruption Law No. 01/2006”. The investigating j udge also requested documentation (Articles of Associ ation) and other information concerning Saipem Contracting Algérie SpA, Saipem SpA and Saipem SA. After this summon, no further reques ts have followed by the competent authorities.
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BRAZIL
On August 12, 2015, the Public Prosecutor’s office of Milan served Saipem SpA. with a notice of investigation and a request for documentation in the framework of new criminal proceedings for the alleged cr ime of international corruption occurring between 2004-2014 concerning three contracts: “Mexilhao 1”, “Uruguà - Mexilhao Pipeline Project ” and “Operation of the Floating, Production, Storage and Offloading FPSO - Cidade de Vitória” awarded by the Brazilian company Petrobras to Saipem SA (France) and Saipem do Brasil (Brazil). On January 30, 2023, the Milan Public Prosecutor served the Company's lawyers with the decree of di smissal of the Saipem SpA’s proceeding pursuant to Arti cle 58 of Legislative Decree No.
231/2001 dated January 24, 2022.
On January 31, 2023, the Company’s lawyers acq uired a copy of the dismissal order, sending it to the company on the same date. It states that the dismi ssal regards Saipem SpA pursuant to Article 746- quater , paragraph 6 of the Code of Criminal Procedure. Following the aforement ioned dismissal, the file was taken over by the Paris Public Prosecutor's Office (Parquet National Financier). To assist the subsidiary Saipem SA, involved in a re quest for the acquisition of documents by the French Public Prosecutor, a law firm in Paris has b een engaged and is currently dealing with it.
With reference to the aforementioned contr acts, the Company learned only through the pr ess, that the award of this contract was being looked into by the Brazilian judici al authorities in relation to a number of Brazilian citizens, including a former associate of Saipem do Brasil. In particular, on June 19, 2015, Saipem do Brasil learned through the media of the arrest (in regard to allegations of money laundering, corruption and fraud) of a form er associate, as a result of a measure tak en by the Brazilian Public Prosecutor’s office of Curitiba, in the framework of a judicial investigation in progress in Brazil since March 2014 (“Lava Jato” investigat ion).
On July 29, 2015, Saipem do Brasil then lear ned through the press that, in the framew ork of the conduct alleged against the former associate of Saipem do Brasil, the Brazilian Public Prosecutor’s office also all eges that Petrobras was unduly influenced in 2011 to award Saipem do Brasil a contract called “Cernambi” (for a value of a pproximately €56 million). This has been purportedly deduced from the circumstance that in 2011, in the vicinity of the Petr obras headquarters, said former associate of Saipem do Brasil claims to have been the target of a robbery in whi ch approximately 100,000 reals (approximately €18,650 amount updated at t he exchange rate as of December 31, 2023) just withdrawn from a credit institution were stolen from him. Accord ing to the Brazilian Prosecutor, the robbery allegedly took place in a time period prior to the award of the aforesaid “Cernambi” contract. Saipem SpA has cooperated fully with the investigations and has started an audit with the assistance of a third-party consultant. The audit examined the nam es of numerous companies and persons reported by the media as being under investigation by the Brazilian judicial authorities. The audit report, issued on Ju ly 14, 2016, recognised the absence of communications or documents relating to transactions and/or financial movements between companies of the Saipem Group and the personnel of Petr obras under investigation.
The witnesses heard in the criminal proceedi ngs underway in Brazil against this form er associate, as well as in the framework of the works of the parliamentary invest igative committee set up in Brazil on the “Lava Jato” case, have stated that they were unaware of any irregularities r egarding Saipem’s activities.
Petrobras appeared as a plaintiff ( Assistente do Ministerio Publico ) in the proceedings against t he three indi viduals charged.
The Brazilian Attorney General considered that the conditions for keeping confidential an agr eem ent signed in October 2015 by the former associate of Saipem do Br asil – who, with such agreement committed himself to substantiating with evidence some of the statements made – had ceased. The proceeding resumed on June 9, 2017. At the hearing on June 9, 2017, the depositions of the three defendants were obtained, among them the former associ ate of Saipem do Brasil and a former Petrobras official. Saipem do Brasil’s former associate, with regard to the robbery he suffered w here 100,000 Brazilian reals were stolen in October 2011, said that money was needed to pay the costs of real estate for a company he was managing on behalf of a third party vis-à-vis Saipem (that is, the former Petrobras official charged in the same proceeding who confirmed that statement). The former Saipem do Brasil associate had also stated that the Saipem Group di d not pay any bribes because Saipem’s compliance system prevented this from happeni ng. That statement was confirmed by the former Petrobras official charged in the same proceeding. The former associate of Saipem do Brasil and the former Petrobras official charged in the same proceeding, while offering a reconstruction of the facts which was partially different , had reported that the possibility of so me inappropriate payments was discussed with reference to certain contracts of Saipem do Brasil but in any case, no payment had been made by the Saipem Group. The former Saipem do Brasil associate and the form er Petrobras official charged in the same proceeding stated that the contracts awarde d by the client to the Saipem Grou p had been won through regular bidding procedures. During the proceedings against the former associate of Saipem do Brasil, no evidence of irregularities emerged in the management of tenders assigned by Petrobras to Saipem Group and/or evidence of illegal payments by Saipem Group
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in relation to tenders assigned by Petrobras to Saipem Group and/or ev idence of damages suffered by Petrobras in relation to tenders assigned to Saipem Group. Saipem Group has not been involved in this proceeding.
The audit that was concluded in 2016 was relaunched with the su pport of the same third-party consultant used earlier and with the same methodology in order to analyse some of t he information mentioned during the depositions of June 9, 2017.
The audit report, issued on July 18, 2018, confirmed the absence of communications or documents relating to transactions and/or financial movements between companies of the Saipem Group and the perso nnel of Petrobras under investigation.
Saipem SpA informed the market by the press release dated May 30, 2019.
As part of the aforementioned administrative proceedings, on June 21, 2019, Saipem do Br asil and Saipem SA presented their initial defence statements before the com petent Brazilian administrative authority ( Controladoria-Geral da União (“CGU”) through Corregedoria Geral da União ).
With a communication dated August 21, 2019, the competent admini strative authority (CGU through Corregedoria-Geral da União ) informed Saipem do Brasil and Saipem SA that, following the preliminary investigation carried out up to that moment, the administrative procedure has not been closed and invited Saipem do Brasil and Saipem SA to present further defence statements by September 20, 2019. Saipem do Brasil and Saipem SA submitted their defence statem ents by the set deadline. On April 24, 2020, the CGU through the Corregedoria-Geral da União , ordered a 180-day postponement for the concl usion of the administrative procedure.
On November 30, 2020, Saipem SA and Saipem do Brasil submi tted further defence statements before the CGU through the Corregedoria-Geral da União .
On December 29, 2022, it was published in the Diario Oficial da Uniao the decision of t he Minister at t he CGU which applied against Saipem SA and to Saipem do Bras il the sanction of the interdiction from participating in tenders or concluding agreements with the Brazilian Public Ad ministration with suspended effect.
On January 9, 2023, the afore mentioned Saipem companies presented a request to review the decision of December 29, 2022, within the CGU. On January 12, 2024, the ruling by the CGU was published in the Diario Oficial da Uniao , applying against Saipem SA and Saipem do Brasil the sanction of suspensi on from participating in tender s or entering into agreement s with the Brazilian Public Administration for a period of 2 years. On the same date, Saipem SpA info rmed the market by press release.
On January 18, 2024, Saipem SA and Saipem do Brasil filed their a ppeal before the Federal Distri ct Court in Brasilia. CGU also filed its appeal. On October 16, 2024, a favorable ruling of the Federal District Court of Brasilia , annulling the CGU’s order that prohibited Saipem SA and Saipem do Brasil from entering into agreements with the Brazilian pub lic administration for a period of two years, was published. In addition, on D ecember 20, 2024 the Federal Di strict Court of Brasilia, ruling on the companies' request, ordered the immedi ate effectiveness of its decision to annul the CGU’s sanction and ordered the removal of Saipem SA and Saipem do Brasil from the list of co mpanies debarred from entering into agreem ents with the Public Administration.
Since this is a ruling that annuls an administrative measure, under Brazilian law an appeal phase is mandatory and was initiate d on December 9, 2024 with the filing of t he appeal by the CGU. Saipem SA and Sai pem do Brasil appeared in the proceedings on February 7, 2025. On June 8, 2020, the Brazilian Federal Pro secutor’s office issued a press release inform ing of a new charge against a form er President of Saipem do Brasil, who left the Saipem Group on December 30, 2009. The charge concerns alleged episodes of corruption and money laundering that allegedly occurred between 2006 and 2011 in relation to two contracts awarded by Petrobras Group companies to Saipem Gr oup companies (the Mexilhao contract signed in 2006 and the Uruguà-Mexilhao contract signed in 2008). The new charge was made only agains t individuals (not Sa ipem Group companies) and involv ed, in addition to the former President of Saipem do Brasil, so me former Petrobras officials.
The Brazilian Federal Court of Curitiba on July 6, 2020, accepted the complaint filed by the Brazilian Federal Prosecutor's Office against the former Chairman of Saipem do Brasil (who left the company on December 30, 2009) and a former Petrobras official against whom a crimin al trial was opened in Brazil. Petrobras was admitted as plaintiff ( Assistente do Ministerio Publico ) in the same proceeding against the two accused persons . Saipem has become aware of the acquittal judgement rendered on June 1, 2026 in favour of the former Chairman of Saip em do Brasil and the former Petrobras’ official.
No company of the Saipem Group is party to this proceeding.
COURT OF AGRIGENTO (SICILY)
On June 28, 2024, Guardia di Fi nanza (the Italian Financial Police) of Milan, on the instruct ions of the Agrigento Public Prosecutor's Office, served Saipem SpA with a notice stating the conclusion of preliminar y investigations as part of proceedings registered with the Agrigent o Public Prosecutor's Office for an alleged administrative offence under Article
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25-sexiesdecies of Legislative Decree No. 231/2001, in connection with alleged i rregularities in the payment of taxes as part of one ordinary refuelling of a ship owned by a thir d-party company, which Saipem SpA had chartered.
The act was allegedly committed in Italian terri torial waters near the municipality of Licata (Agrigento, Sicily) on November 1 9, 2023.
The notice stating the conclusion of preliminary investigations shows that the Agrigento Public Prosecutor's Office ordered the registration, on May 24, 2024, of Saipem SpA as an entity under inve stigation under Legislat ive Decree No. 231/2001.
On November 22, 2024, Saipem SpA was served with a decree of direct summons before the Co urt of Agrigento, with a pre-trial hearing set for May 21, 2025 before the same Court. The hearing for the continuation of the pr e-trial phase was set for September 17, 2025. Following the preliminary objection raised by the accused’s defense counsels, at the subsequent hearing on October 30, 2025, during the pre-trial hearing, the decree of direct summons was declared nu ll and void and, consequently, the case files were transmitted to the Public Prosecut or’s Office for further consideration, regarding the prosecution of the case.
On November 27, 2025, Saipem SpA was served with the notice of pre liminary hearing before the Preliminary Hearing Judge of the Court of Agrigento; fo llowing the hearing on March 3, 2026, the order for committal to trial was issued for all the accused. The first hearing before the Court of Agrigento, set for July 8, 2026, h as been rescheduled for November 11, 2026 for the same purposes. No employees or representatives of Saipem SpA a ppear to be involved in the proceedings.
CRIMINAL PROCEEDINGS RELATED TO TAX OFFENSES IN THE FEDERAL HIGH COURT OF NIGERIA - LAGOS
JUDICIAL DIVISION
In February 2025, Saipem Contracting Nige ria Ltd (“SCNL”), became aware from press releases of the pendency at the Federal High Court of Nigeria - Lagos Judi cial Division of two criminal proceedings related to tax offenses, allegedly committed in Nigeria between the years 2010 and 2014. To date, the charges are directed at: (i) SCNL ; (ii) its Managing Director; and (iii) its AFC Manager. The facts underlying the allegations raised in the criminal proceedings are related to the subject matter of the tax dispute dating back to 2016 contained in the “Tax Disp utes” section of this Annual Report, in the section entit led “Saipem SpA -
Saipem SA - Snamprogetti Engineer ing BV - Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda - Saipon Snc” to which reference should be made, in t he context of which in the first instance the Federal High Court on July 17, 2020 ruled in favour of the Saipem Group companies accepting all their grounds of grievance.
On June 18, 2026, the Saipem Group companies involved in tax disputes and related civ il and criminal proceedings in Nigeria, entered into a comprehensive settlement agreement with the Nigerian tax authority (Nigerian Revenue Service - NRS), pursuant to which, without any admission of liability by the Gr oup companies, the criminal proceedings were concluded with judgments of acquittal in favour of (i) SCNL ; (ii) its Managing Director; and (iii) its AFC Manager, issued on July 3, 2026 by the Federal High Court of Nigeria - Lagos Judicial Division.
ACTIONS FOR DAMAGES FOLLOWING CONSOB RESOLUTION NO. 18949 OF JUNE 18, 2014
First proceeding with institutional investors First instance proceedings: on April 28, 2015, a number of fo reign institutional investors init iated legal action against Saipem SpA before the Court of Milan, seeking judgement against the Company for the compensation of alleged loss and damage (quantified in approximately €174 million), in relation to investments in Saipem SpA shares which the claimants alleged that they had made on the secondary market. In particular, the cl aimants sought judgem ent against Saipem SpA requiring the latter to pay compensation for alleged loss and damage which purportedly derived from the followi ng: (i) with regard to the main claim, from the communi cation of information alleged to be “imprecise” over the period from February 13, 2012 to June 14, 2013; or (ii) alternatively, from the allegedly “delayed” notice, only made on January 29, 2013, with the first “profit war ning” (the so-called “First Notice”) of privil eged information which would have been in the Company’s possession from July 31, 2012 (or such other date to be established during the proceedings , identified by the claimants, as a further alternative, on October 24, 2012, December 5, 2012, D ecember 19, 2012 or January 14, 2013), toge ther with information which was allegedly “incomplete and imprecise” discl osed to the public over the period fr om January 30, 2013 to June 14, 2013, the date of the second “profit warning” (the so-called “Second Notice”). Saipem SpA appeared in court, case number R.G.
28789/2015, fully disputing the adverse parti es’ requests, challenging their admissibilit y and, in any case, their lack of grounds.
On November 9, 2018, the Court of Milan issued the first instance ruling No. 11357 reject ing the merit of the request by the parties. The Court has indeed ruled that there is lack of evidence of ownership of Saipem SpA shares by said plaintiffs in the period indicated above and has condemned them to pay €100,000 in favour of Saipem SpA, by way of reimbursement of legal expenses.
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Appeal proceedings: on December 31, 2018, the institutional invest ors challenged the aforementioned sentence before the Court of Appeal of Milan, requesting t hat Saipem SpA be ordered to pay approx imately €169 million. On February 23, 2021, the Judge ordered an integr ative evidence phase.
On April 14, 2022, the technical expert appointed by the Court (“CTU”) filed his technical report integrated on February 20, 2023. On March 6, 2023, at the r equest of the Court of Appeal, the CTU filed a cl arification. At the hea ring of May 3, 2023, th e decision was retained. In a ruling dated November 7, 2023, the Mil an Court of Appeals partially reformed the first instance ruling and – against a cla im of more than €170 million (plus interest and revaluation) – partially upheld that claim granting approximately €10.2 million (p lus interest and revaluation). The Milan Court of Appeals substantially rejected the investors' cl aims, having found Saipem SpA liable only for an informational delay for a very limited period of time. By order dated February 12, 2025, the Court of Appeal, ruling on the request filed by Saipem SpA after noti fication of a formal notice to pay, suspended ex parte (without hearing the other party) the enforceability of the ruling. The amounts indicated in the notice to pay were subsequently paid to the investors, upon the investors' deliv ery to Saipem SpA of a suitable guarantee for the possible repayment of the sums, sho uld the appellate ruling be reversed in wh ole or in part by the Supreme Court.
Supreme Court: on December 21, 2023, Saipem SpA f iled an appeal to the Supreme Cou rt against the ruling of the Milan Court of Appeals. On January 30, 2024, the investors filed t heir counter-appeal and cross-appeal.
Saipem SpA filed its own counter-app eal in response to the cross-appeal within the legal deadlines.
Second proceeding with 27 institutional investors First instance proceedings: with a writ of summons dated December 4, 2017, twenty-seven in stitutional investors initiated legal action before the Court of Milan sect ion specialised in the field of corporate law, against Saipem SpA and two former Chief Executive Officers of said company, requesting that they are jointly condemned to pay compensation (with respect to the two former members of the company, lim ited to their periods of stay in offi ce) for damages, material and non-material, allegedly suffered due to an alleged mani pulation of information released to t he market during t he period between January 2007 and June 2013. Saipem SpA liability was assumed pursuant to Article 1218 of the Civil C ode (contractual liability) or pursuant to Article 2043 of Civil Code (non-contractual liability) or pursuant to Article 2049 of the Civil Code (owner and client liabilities) for the illegal conduct committed by the two former company representatives. The Company appeared in Court to contest the claims in full, pleading inadmissibility and in any case the groundlessness in fact and in law. In the pleading pursuant to Article 183, paragraph 6, No. 1, Civil Procedure Code, the plaintiffs provided for the quantificati on of damages allegedly suffered in the amou nt of approximately €139 million. With t he pleading under Article 183, paragraph 6, No. 3, Civil Procedure Code, one of the plaintiffs declared to waive the action pu rsuant to Article 306, Civil Procedure Cod e.
On November 9, 2018, the Company filed sentence No. 11357 issued by the Court of Milan on the same November 9, 2018 at the outcome of case R.G. No. 28789/2015, as this provision decided the same pr eliminary issues of merit raised by Saipem SpA and the other defendants in the case under consideration, in particular with reference to the fa iled proof of purchase of Saipem SpA shares. On November 9, 2019, Saipem SpA produced in the proceedings t he order of the Criminal Court of Milan dated October 17, 2019, with reference to the pending crimin al judgment R.G.N. R. 5951/2019, in which the consti tution of approximately 700 civil parties was declared inadmissi ble in that case, with reasons similar to those of judgment No. 11357 issued by the Court of Milan on November 9, 2018 at the outcome of case R.G. No. 28789/2015. On February 9, 2021, the Judge held the case in decision – having deemed it necessary to remit the decision on all claims and exceptions made by the parties to t he Court – setting the legal terms for the filing of the final statements and the replie s which were respectively filed on April 12 and May 3, 2021. With a ruling dated November 20, 2021, the Cou rt of Milan ruled in favour of Saipem SpA, rejecting the plai ntiffs' claims for approximately €101 million out of €139.6 million, considering t he ownership of Saipem SpA shar es in the relevant period to be unproven. Investors have paid Saipem SpA appr oximately €150,000 in legal fees.
The Court of Milan, with the above ruling and with an order dated November 20, 2021, referred the case to the preliminary investigation for claims made by other plaintiffs for damages amounting to a total of approximately €38 million.
With a correction order dated March 10, 2022, the Court of Milan – at the request of all the parties in the proceedings – made some changes to the first instance sentence, adding some plaintiffs and funds/assets separated to the group of those whose claims had been fully rejected, and adding other plainti ffs and funds/assets to the group of investors for which the prosecution in first instance was ordered.
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By order dated October 4, 2022, communicated on Oct ober 6, 2022, reserving any assessment on the relevance of the criminal acquittal decision dated December 21, 2021 issued in the R.G.N.R. 5951/2019 pr oceedings and the court technical expert report (“CTU”) rendered in the R.G. 28789/2015 proceedings (both produced by Saipem Sp A in the proceedings), the Court decided to initiate the expert technical activity order ed on November 20, 2021, with a question crystallized after discussion with the parties at the hearing of December 14, 2022, appointing t he same technical expe rt of the R.G. 28789/2015 proceedings.
The CTU’s final report was filed on Dece mber 9, 2025.At the heari ng on December 16, 2025 the judge scheduled a hearing for February 17, 2026 for parties’ final submi ssions. At that hearing, the parties filed their final submissions and the judge reserved judgment on the case, setting deadlines for the fili ng of closing briefs, which were filed by the parties.
By means of judgement published on July 14, 2026, the Court of Milan, upholdi ng Saipem SpA’s defences on the merits, dismissed the investors’ claims in their entirety and ordered them to pay the costs of the proceedings Appeal proceedings: on January 22, 2022, Saipem SpA appealed the ruling issued by the Court of Milan on November 20, 2021, insofar as it remanded the claims of the plaintiffs which were pr eviously rejected, for new investigation. The parties appeared in the proceedings within the terms, also formulating a cr oss-appeal against the same sentence.
On January 24, 2022, the investors whose claims were rejected, because they had failed to prove they owned Saipem SpA shares in the relevant period, had also appealed the ruling of November 20, 2021.
Saipem SpA appeared in this judgment with a brief filed on May 25, 2022, also containi ng a cross-appeal. The other defendants appeared by filing a brief with cr oss- appeal on May 19 and May 20, 2022.
In light of the changes made by the correction order ( ordinanza di correzione ) of the Court of Milan on March 10, 2022 to the judgement of the Court of Milan of No vember 20, 2021, Saipem Sp A, on March 18, 2022, chall enged the judgement also in the parts corrected by the correction order , with reference to the plaintiffs and funds initially omitted from the proceeding and subsequently "added" to the group of those for which the co ntinuation of the trial in the first instance had been ordered.
The other parties appeared in the proceedings filing their briefs on July 25, 2022.
Three appeals were pending against the same ru ling and, at the request of the parti es, on September 28, 2022, the Court of Appeal united the three appeals. At the fi nal hearing closing arguments were submitt ed by the parties in the three combined proceedings, held on July 5, 2023, the case was held in decision, setting terms for the exchange of final briefs and replies to be filed by the Company within the lega l deadlines. On July 24, 2024, the judge returned the case to the evidence phase, ordering a Court-appointed expe rt technical report on the evi dence of ownership of Saipem SpA’s shares during the period concerned by the proceedings. On Decembe r 1, 2025 the CTU’s final report was file d. The Court of Appeal has scheduled a hearing for March 25, 2026 for final submissions. At that heari ng, the parties filed their final submissions and the judge reserved judgment on the case, setting deadlines for the filing of closing briefs, which were filed by the parties.
Third proceeding with 27 institutional investors On December 1, 2022, 27 institutional investors served Saipem SpA and two previous managing dir ectors of the Company with a writ of summons before the Civil Court of Milan – section specialised in corporate matters – requesting jointly (with respect to the two former company representatives, limited to their respective terms of office) the compensation for pecuniary and non-pecuniary damages allegedly suffe red in the period between January 2007 and June 2013.
The liability of Saipem SpA is claimed pursuant to Article 1218, Civil Code (contractual liability), or pursuant to Article 204 3, Civil Code (non-contractual liability), or pursuant to Article 2049, Civil Code (liabilit y of owners and clients) for the offen ces allegedly committed by the two former company representatives sued, as well as liability for a crime pursuant to Article 185, Italian Criminal Code. The amount of damage is not quantified by the plaintiffs, who reserved the right to proceed with the re lated quantification during the proceedings. In its defence, Saipem SpA appeared before the Court on September 27, 2023, contestin g each charge and requesting the dismissal of all investors' claims. On November 22, 2023, the first hearing was held in which some preliminary issues of Saipem SpA were discussed, and the Judge reserved the right to proceed. On February 21, 2024, the Judge decided to deal in advance with the issue of the plaintiffs' standing/representat ion with respect to the merits of the case. The hearing was ultimately adjourned to October 30, 2024 to deal with this issue. The Judge se t deadlines to the parties to file t he relevant briefs on the issue and the authorised replies, the last of which were filed on December 20, 2024. Subsequ ently, the judge set further deadlines for filing of pleadings. The investors have ultimately quantified the damages claimed in amount of about €93 million, plus interests and revaluations. Following the hearing on June 11, 2025, which was scheduled to rule on the preliminary motions, the Judge adjourned the case until the hearing on June 17, 2026 to allow the parties to f ile final submissions.
At that hearing, the parties filed their final submissions. The Court has not scheduled the deadlines for closing briefs yet.
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Demands for out-of-court settlement and mediation proceedings: in relation to alleged delays in providing information to the market, Saipem SpA received a number of out-of-court claims and requests for mediation during the period 2015-2025.
With regard to out-of-court requests, the following were made: (i) in April 2015 by 48 institutional investors on their own beh alf and/or on behalf of the funds respectively managed for a total amount of approximately €291. 9 million, without specifying the value of the claims of each invest or/fund (subsequently, 21 of these instituti onal investors together with 8 others proposed a request for mediation, for a tota l amount of approximately €159 million; 5 of these institutional investors together with 5 others proposed a request for mediat ion, for a total amount of approximately €21.9 million); (ii) in September 2015 by 9 institutional investors on their own beha lf and/or on behalf of the funds res pectively managed, for a total amount of approximately €21.5 million, without specif ying the value of the clai ms of each investor/fund (subsequently 5 of these institutional investors together with 5 others proposed a request for mediation, for a total amount of approximately €21.9 million); (iii) during 2015 by two private investors respectively for approximately €37 thousand and for approximately €87,500;
(iv) during July 2017 by some in stitutional investors for approximately €30 milli on; (v) on December 4, 2017 by 141 institution al investors for an unspecified amount (136 of these investors on June 12, 2018 renew ed their out-of-court request, again for an unspecified amount); (vi) on April 12, 2018 for approximately €150-200 thousand by a private investor; (vii) on July 3, 2018 by a private investor for approximately €330 thousand; (viii) on October 25, 2018 for approximat ely €8,800 from three private investors, one of which reiterated the request in February 2025; (ix) on Novem ber 2, 2018 for approximately €48 thousand from a private investor; (x) on May 22, 2019 for approximately €53 thousand from a private investor; (xi) on June 3, 2019 for an unspecified amount from a private i nvestor; (xii) on June 5, 2019 for an unspecified amount from two private investors;
(xiii) in February 2020 by a private investor who claims to have suffered damages worth €1,538,580; (xiv) in March 2020 by two private investors who did not indicate the value of their claims; (xv) in April 2020 by two private investors who did not indicate the value of their claims and by a private invest or claiming alleged damages of approximately €40 thousand; (xvi) in May 2020 by a private investor who did not indicate the value of his claim; (xvii) in June 2020 by one private investor who did not indicate the value of its claim for damages; (xviii) in June 2020 by twenty-th ree private investors who did not indicate th e value of their claim for damages; (xix) in July 2020 by eight een investors claiming damages of approximately €22.4 million;
(xx) in July 2020 by thirty-four private i nvestors who did not indicate t he value of their claim for damages; (xxi) in August 2 020:
(a) by four private investors who did not indicate the value of their claim; (b) by three instit utional investors in their own right and/or on behalf of the funds respectively managed for an amount of approximatel y €7.5 million; (xxii) in September 2020 by ten private investors who did not indicate the value of their claim; (xxiii) in October 2020 by: (a) twelve private investors w ho did not indicate the value of their claim, (b) by one pr ivate investor claiming to have suffered damages in the amount of €113,810, (c) by six hundred and forty-four asso ciated private invest ors who did not indicate the value of their claim and (d) by three i nstitutional investors in their own right and/or on behalf of the funds respectively managed for a total amount of €115 thousand; (xxiv) in November 2020: (a) by eleven private inve stors who did not indicate the value of their claim, (b) by two institutional investors in their own right and/or on behalf of the funds respectively managed for an amount of approximately €166 thousand; (xxv) in December 2020 by ten private investors who did not indicate the value of their claim and by one private investor wh o claims to have suffered damages in the amo unt of €234,724; (xxvi) in January 2021 by four private investors who did not i ndicate the value of thei r claim; (xxvii) in March 2021 by th ree private investors who did not indicate the value of their claim and by five associated pri vate investors who did not indicate the value of their claim; (xxvi ii) in April 2021 (a) by one private investor who di d not indicate the value of his claim; (b) by fourteen institutional investors in their own right and/or on behalf of the funds re spectively managed for a total amount of approximately €3 million; (xxix) in May 2021 (a) by two private investors who did not indicate the value of thei r claim, (b) by one private investor who indicated the value of his claim in a total amount of approximately €100 thousan d, the request was reiterated in the course of April 2026 and (c) by a private investor who indicated the value of his claim in a total amount of approximately €84 thousand; (xxx) in Ju ly 2021 by a private investor who indicated the value of his claim in a total amount of a pproximately €92 thousand; (xxxi) in December 2021 by two private investors who indicated the value of their claim in a total amount of approximately €143 thousand; (xxxii) in January 2022 by 161 privat e investors who indicated the value of their claim in a total amount of approximately €23 million; (xxxiii) in May 2022 by 6 institutional investor s who indicated the value of their claim in a total amount of €3.9 million and by 103 private investors claiming approxim ately €7.9 million; (xxxiv) in June 2022 by 14 private investors claiming a total of approximately €1.9 million; (xxxv) in July 2022 by tw o private investors claiming a total of approximately €387 thousand; (xxxvi) in September 2022 by 7 pr ivate investors claiming appr oximately €385 million; (xxxvii) in December 2022 by 1 private investors claiming approximately €106 million for a to tal amount of more than 1,000 claims for a total value of more than €300 million. Those applications where mediation has been attempted, but with no positive outcome, involve further demand s: (a) in April 2015 by 7 institutional investor s acting on their own behalf and/or of the funds managed by them, in relation to about €34 million; (b) in Sept ember 2015 by 29 institutional investors on their own behalf and/or for the funds managed by them respectively, for a tota l amount of approximately €159 milli on (21 of these investors, together with another 27, submi tted out-of-court demands in Ap ril 2015, complaining that they had suffered loss and damage
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for a total amount of approximately €291 million without specifying the value of the cl aims for compensation for each investor/fund); (c) in December 2015 by a private investor in the amount of approximatel y €200 thousand; (d) in March 2016 by 10 institutional investors on their own and/or on behalf of the funds managed by each respectively, for a total amount of approximately €21.9 million (5 of these i nvestors together with another 4 had pr esented out-of-court applications in September 2015 complaining they had suffered loss and damage fo r a total amount of approximately €21.5 million without specifying the value of the compen sation sought by each investor/f und. Another 5 of these invest ors, together with a further 43, had submitted out-of-court applications in April 2015 alleging they had suffered loss and damage for an amount of approximately €159 million without specifyin g the value of the compensation sought by each investor/fund); (e) from a private investor in April 2017 for approximately €40 thousand; (f) in 2018 -2019 by a private investor fo r approximately €48 thousand;
(g) in December 2020, a private investor initiated an attemp t at mediation aimed at the r equest of compensation for an undetermined value; (h) in October 2022 by a private investor initiated an attempt at mediation aimed at the request of compensation for an undetermined value; (i) in November 2022 by a private investor initiated an attempt at mediation aimed at the request of compensation for approximately €20 thousand; (l) in March 2023 by 44 private investors who did not state the value of their clai m, which was reiterated in the course of 2024; (m) in May 2023 by a private investor for about €7 thousand; (n) in June 2023 by a private investor who did not state the value of the claim; (o) in July 2023 by a private invest or for approximately €60 thousand; (p) in January 2024, by a pri vate investor for approximatel y €40 thousand; (q) in February 2024 by two private investors who did not qua ntify the amount of their cl aims and by two private investors who indicated the total value of their claim at €54 thousand, the request was reiterated in March 2025 and June 2026; (r) in July 2024 by a private investor who did not quantify t he amount of the claims; (s) in October 2025 by two private investors who did not specify the amount of their claims; (t) in October 2025, a private investor init iated an attempt of mediation proceedings seeking compensation, the value of which has not been specified.
Saipem SpA verified the aforem entioned requests for out-of-court claims and mediation and found them to be groundless.
As of today, the aforementi oned requests carried out out-of-court and/or th rough mediation have not been the subject of legal action, except as specified above in relation to the four lawsuits pending before the Court of Milan, the Court of Appeal of Milan and the Supreme Court, respectively, and a) to another lawsuit, with a claim value of approximately €3 million, which was resolved in Saipem SpA’s favour, in which Saipem SpA had been summoned during 2018 by the defendant in the action and in the claim against Saipem SpA have b een finally rejected by the Supreme Court in 2025 ( after the claim against Saipem SpA was rejected in First Instance by the Court and by the Court of Appeal which, in t he second instance, accepting Saipem SpA's defence, rejected t he counterparty's appeal, ordering the latter to pay Saipem SpA the costs of the litigation);
(b) another lawsuit with a clai m value of approximately €40 thousand – which ended with a ruling in favour of Saipem SpA, and (c) another case served on Saipem SpA wi th a claim value of approximately €200 thousand which also ended in favour of Saipem SpA and d) another lawsui t with a claim value of approximately €20 thous and which also was resolved in Saipem SpA’s favour.
ACTIONS FOR DAMAGES OVERSEAS
Litigation initiated by Isiodu Community in Em ohua Local Government Area of Rivers State + Others HRH Eze Jacob O Ugwugwueli, Chief Tobin Iregbundah, Chief Robinso n Chukwu, Chief Sunday P. Az undah, Elder Clifford Ikpo, Chief Samuel C. Azundah (on its own and on behalf of the Council of Chiefs and people of Isiodu Community in Emohua Local Government Area of Rivers State (together the “Plaintiffs”) sued Saipem Contracting Nigeria Ltd (“SCNL”), Shell Petroleum Development Company Nigeria Ltd (“SP CD”), Patyco Global Concept Lt d, the Nigerian Federal Ministry of Environment and the Nigerian Department of Petroleum Resources before the Federal High Court of Port Harcourt (N igeria) alleging that toxic substances deriving from the realisation of the Southern Swamp Associated Gas Solu tions project in Nigeria were illegally spilled into the territory of their com munity by the Nigerian company Patyco Gl obal Concept Ltd, a subcontractor appointed by SCNL/SPDC to dispose of the waste deriv ing from the realisation of this project. The Plainti ffs requested that all the defendants be sentenced to pay, jointly and severally, compen sation of: (i) USD 60 million (appr oximately €49.5 million) for the alleged damage to the environment and the health/life of the Plaintiffs; (ii) USD 3 billion (approximately €2.47 billion) f or the alleged special damages for all of the related consequences and recovery activit ies that would allegedly derive from them; (iii) legal fees and interest at 20%. The defendants contest any responsibility vis-à-vis the claims put forth by the Plaintiffs. After several postponements, t he first hearing was hel d on March 30, 2022.
Since that date, there have been several hear ings in which preliminary issues hav e been addressed and, more specifically, the replacement of the Department of Petroleum Resources (not a l egal entity) with the Niger ian Upstream Petroleum Regulatory Commission. At the hearing, held on Februar y, 27, 2025, the substitut ion of some plaintiffs, who have since passed away was noted, and the case was ultimately adjourned to a hear ing on May 6, 2025, for verifi cation of the proper amendment of the reply briefs. In that heari ng, the Court accepted the amendments to SCNL's statement of defence and adjourned the proceedings until May 27, 2025 to allow the other defendants to regularise their st atements. On May 27, 2025, the Court,
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among other things, granted the plaint iff's request for new wit ness statements and adjourned the hearing firstly until November 12, 2025 and, subsequently, until March 16, 2026 for the sam e purposes. On that date, the Court did not hear the case and adjourned the proceedings, ex officio, to April 20, 2026; the hearing was subsequently rescheduled to October 14, 2026 for the discussion of further preliminary issues that had emerged in the meantime.
Case brought by United Gulf Construction Co WLL in the context of the Al Zour Refinery Project (Kuwait) In October 2024, United Gulf Construction Co WLL (“UGCC”) brought a case before the Commercial Court of Farwaniya (Kuwait) against its client Essar Project Ltd (“EPL”), for the payment of (i) overdue invoices relating to works certified by E PL and (ii) sums withheld by EPL as “retention money” until contra ctual acceptance of the works. UGCC involved in the proceedings also Saipem Sp A, EPL's partner in the execution of the project, and Kuwait In tegrated Petroleum Industries Co (“KIPIC”), the project's ultimate client, to have them join tly and severally ordered to pay the total sum of KWD 4,905,066.78 (approximately €13.58 million equivalent as of December 31, 2025), plus interest at the rate of 7% per annum, from November 30, 2020 until payment. In its ruling dated January 8, 2026, the Court upheld Saipem’s defense that Saipem lacked standing to be sued in relation to the claimant’s claim. The judgment has been appealed by UGCC and EPL. The appellate proceedings were suspended pending Essar’s appeal before the Supreme Court against the judgment rejecting its objection to arbitral jurisdiction.
Case brought by MEIL International F.Z.E. (“MEIL”) in the context of the Al Zour Refinery Project (Kuwait) By writ of summons dated June 1, 2025, MEIL initiated pr eliminary technical assessment proceedings before the Commercial Court of Farwaniya in Kuwait against E ssar Project Ltd (“EPL”), Saipem SpA (“Sa ipem”) and Kuwait Integrated Petroleum Industries Co (“KIPIC”), and requested t hat the Kuwaiti Ministry of Finance be joined as a party to the proceedings.
MEIL has not, at this stage, made any cl aims for payment, but has asked the Court to:
(i)order the suspension of any payments due fr om KIPIC to Saipem and/or EPL in relation to the project, as well as the release of any guarantees iss ued in connection with the project;
(ii)appoint an expert to ascertain the cont ractual relationship between the defendant s and the amount jointly and severally owed by EPL, Saipem and KIPIC in relati on to the works carried out by MEIL; and (iii)reimburse legal costs.
MEIL’s claims against Saipem are based on an alleged joint and several liability of Saipem and EPL, arising from the fact that they had formed a joint venture for the performance of the contr act. However, this joint vent ure is not incorporated and the relationship between the two partners is based on a vertical split, under which, although both partner s are jointly and several ly liable to the client (KIPIC), they are indi vidually liable to their own subcontractors.
At the first hearing on July 28, 2025, the Court adjourned the case to the hearing on October 13, 2025, authorising the joinder of the Kuwaiti Ministry of Finance as t he addressee of a request for a production order submitted by MEIL regarding the tax returns of EPL and Saipem. At the hearing on December 8, 2025, EPL challenged the Court’s jurisdiction on the grounds that the contract contains an arbitra tion clause. At the subsequent hearing on February 9, 2026, t he Court reserved its decision on the objection to jurisdiction. At the hearing on March 9, 2026, the Tribunal rej ected the jurisdictional defense and ordered the deferral of the case to the Expert’s Department to continue the preliminary investigati on on the facts. The proceedings are pending before the Expert Department.
ARBITRATIONS
Arbitration between Galfar Engineering and Contracting (“Galfar”) and Saipem SpA (“Saipem”) (Project Duqm Refinery, Oman) In March 2023, Saipem was served with a request for arbitration, admi nistered by the Internatio nal Chamber of Commerce, from the Omani company, Galfar (subcontractor in the Du qm Refinery project, Oman).
Galfar requested that Saipem be ordered to pay USD 43,478,843. 56 for prolongation costs (extens ion of time) and variation orders not recognised by Saipem. Galf ar also contested the back charges of USD 14,617,966.13 made by Saipem.
Saipem filed the response to the arbitration request on May 12, 2023, appoi nting its arbitrator, contesting Galfar's claims and proposing a counterclaim of approximately USD 20 milli on consisting of liquidated damages and back charges.
On March 1, 2024, Galfar filed its statement of case, in which it re duced its claim to USD 41,068,953.17.
Saipem filed its Statement of Defense on October 4, 2024, reiquesting: (i) the dismissal of Galfar's cl aims, except for the sum of USD 6,702,593.10, corresponding to Galfar's work certified by Saipem and not paid for; (ii) Galfar’s condemnation to pay USD 13,234,598.93 by way of backcharges; (iii) Galfar’s condemnation to pay USD 5. 895,657.10 by way of liquidated damages plus interest; (iv) the offsetting of the amounts referred to in (i), (ii) and (iii), with an aw ard to Saipem of USD 12,427,662 .93.
On March 17, 2025, Galfar filed its reply (Reply and Defence to Counterclaim), reducing the amount of its claim for damages to USD 31,178,601.
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On June 30, 2025, Saipem filed its rejoinder, confirming the claims made in its Statement of Defence except for the quantification of the backcharges, whic h was increased to USD 13,518,839.70.
The final hearing was held from November 10 to November 21, 2025. The award is ex pected in the fourth quarter of 2026.
Arbitration between National Contracting Co ("NCC") and Snampr ogetti Saudi Arabia (“SSA”) (Khurais Project, Saudi Arabia) On July 17, 2023, SSA was served with a re quest for arbitration, admi nistered by the Internatio nal Chamber of Commerce, ICC, from the Saudi company NCC (a subcont ractor in the Khurais Expansion Proj ect) seeking an order for SSA to pay SAR 562,305,560 (approximately €135.7 m illion equivalent at the exchange rate of December 31, 2023) for prolongation costs (extension of time), vari ation orders and other damages.
SSA filed its defence brief on August 10, 2023 contesting NCC's claims and submitting a total counterclaim of approximately SAR 225,315,403 (approximatel y €54.4 million equivalent at the exchange rate of December 31, 2023).
Having established the Arbitration Panel, the parties agreed on the proceedings’ calendar.
On May 13, 2024, NCC filed its st atement of case, in which it further argued its claims and increased its compensation claim from SAR 562,305,560 to SAR 787,683,134.251 (a pproximately €196 million equivalent at the exchange rate of June 30, 2024) plus interest amounting to eit her SAR 121,589,569.50 (approximately €30.2 million equivalent at the exchange rate of June 30, 2024) or SAR 87,336,419. 45 (approximately €21.7 million equivalent at the exchange rate of June 30, 2024) for various items of damages. On July 22, 2024, SSA filed its statement of defence, in which it requested the full rejection of the counterparty's requests and presented a counterclaim for SAR 189,215,605.00 (approximately €48.7 million equivalent at the exchange rate of December 31, 2024) plus interest consisting of (i) back char ge of the costs incurred to remedy NCC's delays and defaults, and (ii) liquidated damages for delays. On December 6, 2024, NCC filed it s Claimant's Reply and Defense to Counterclaim, reducing the value of its claim to SAR 676,383,600.28 (approximately €177 million equivalent as of December 31, 2024) and in terest to SAR 103,497,698.70 (approximately €26.6 million equi valent as of December 31, 2024) or, altern atively, to SAR 96, 642,453.82 (approximately €24.9 million equivalent as of D ecember 31, 2024). On February 19, 2025, SSA filed its brief (Rejoinder and Reply to Counterclaim) in which it specified t he amount of its counterclaim in SAR 137,601,035 (approximat ely €35.2 million equivalent at the exchange rate of December 31, 2024). On March 21, 2025, NCC filed its brief ( Rejoinder to Counterclaim ), in which, inter alia, it re sponded to Saipem's brief, attaching a third expert report not initially provided for in the proceedings.
At Saipem's request, by order dated M ay 24, 2025, the Court granted Saipem a new deadline in August 2025 for the filing of a third expert report in response to NCC's additional and unexpected report. The Tribunal postpo ned the final hearing, initiall y scheduled for July 2025, rescheduling it for the period March 23-April 1, 2026.
On November 6, 2025, a meeting was held in London between the pa rties’ technical experts and t he Tribunal to clarify certain aspects of their expert reports and agree on the next steps ahead of the hearing in March 2026.
By order dated November 12, 2025, following the meeting with the technical experts, the Tribunal, in view of the volume and complexity of the technical documentation produced, asked the experts to prepare a joint expert report for each subject matter identifying: (i) the points of agreement; (ii) in the event of disag reement, the reasons underlying the differing conclusions; (iii) for each point of disagreement , a precise indication of the paragrap hs containing the arguments set out in their respective reports (“ Joint Reports ”).
The Tribunal also asked the parties’ counsel to file a document summarising and outlining the ma in points of factual dispute between the parties, each party’s position in relation to those points, and references to the relevant evidence (“ List of Disputed Facts ”). The parties filed the Joint Reports and the List of Disputed Facts.
On February 13, 2026, a further Case Management Conference was held before the Court to discuss certain procedural matters prior to the hearing. Between March 23, 2026 and April 2, 2026, the arbitration hearing was held in London.
On April 30, 2026 and May 28, 2026, respectively, the parti es filed their post-hearing briefs and reply submissions. NCC’s final quantification of its clai m amounts to SAR 843,626,863, incl usive of interest in the amo unt of SAR 130,256,171. Saipem’s final quantification of its counte rclaim amounts to SAR 137,601,035.
The parties also filed their costs submissions and reply sub missions on June 25, 2026 and July 2, 2026, respectively. NCC sought reimbursement of the followi ng arbitration costs: USD 11,678,334.41; SAR 254,180.70; and AE D 14,664,111.50.
Saipem sought reimbursement of the following arbitration costs: €2,190, 282.33; GBP 2,687,317. 96; and USD 570,000.
The award is expected to be issued in the second half of 2026.
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Arbitration between Saipem SpA (“Saipem”) and Monjasa Ltd (“Monjasa”) ("Cassiopea" Project) On April 16, 2024, Saipem SpA initiated arbitration agai nst the Cypriot company Monjasa Ltd to obtain compensation for damages incurred due to a breach of contract resulting in the temporary grounding of a vessel chartered by Saipem SpA in the context of the Cassiopea Project. These damages were pre liminarily quantified by Saipem SpA at USD 27,404,000 and €1,000,000, plus interest and legal fees.
On May 15, 2024, Monjasa filed its response to the demands requesting the rejection of Saipem's claims and the counterclaim payment of €1,000,000. On July 1, 2024, the International Chamber of Commerce confirmed the co-arbitrators' appointment of t he President of the Arbitral Tribunal. On August 15, 2024, the Case Management Conference was held to define the calendar and rules of the procedure. On October 10, 2024, Saipem SpA filed its Statement of Claim, along with expert reports and witness statements, in which it quantified its claims at USD 24,071,580.14 and €1,158,923.49, plus interest, legal expenses and arbitration costs. On December 23, 2024, Monjasa filed its St atement of Defense requesting the dism issal of Saipem SpA's claim and a counterclaim for the payment of (i) USD 712,040.25 relating to a refueling invoice unpai d by Saipem SpA and (ii) interest on the aforementioned amount, in addition to legal expenses. On May 8, 2025, Saipem filed its Reply to the Statement of Defence, accompanied by documentar y evidence including documents ( Factual Exhibits) and wri tten statements (Witness Statements), confirming the claims for compensation already contained in the request for ar bitration. Monjasa's final reply (Rejoinder) was filed on July 17, 2025. The final hearing took place from S eptember 29, 2025 to October 2, 2025.
On March 27, 2026, the Arbitr ation Tribunal issued the award, rejecti ng Saipem’s claims and upholding Monjasa’s counterclaim. Saipem has complied with the award by paying Monjasa the am ount due. The arbitration proceedings have been definitively concluded.
Arbitration between Normand Maximus AS (“Normand Maximus ”) and Saipem SpA (“Saipem”) (“Cassiopea” Project, Italy) On December 16, 2024, Normand Maximus – owners of the vessel Normand Maximus, chartered by Saipem as part of the Cassiopea project – initiated an ar bitration against Saipem SpA in order to demand payment of the charter instalment for the period between December 14, 2023 and May 14, 2024, which was not paid by Saipem SpA because the vessel had been subject to seizure and therefore not available. Normand Maximus' request is equal to USD 29,652,764.42, corresponding to the total amount of invoices issued in respect of charter hire and other costs. Saipem filed its reply brief on January 14, 2025, requesting the di smissal of the claim and bri nging a counterclaim preliminari ly quantified at USD 1.9 million and €800,000 for damages suffered as a result of the ship's seizure (additional costs for refueli ng, mooring, towing, ship release, customs and agency). On March 10, 2025, a hearing was held to set t he calendar and rules of the proceedings ( Case Management Conference ).
On May 8, 2025, Normand Maximus filed it s Statement of Claim, co nfirming its request for payment of US D 29,652,764.42.
Saipem's defence brief (Statement of Defence and Counterclaim) was filed on July 17, 2025.
The discovery phase concluded on October 2, 2025. On November 20, 2025, Normand Maximus fil ed its reply, together with witness statements and expert reports. On January 29, 2026, Saipem filed its reply together with witness statements and expert reports, specifying its counterclaim at €1,158,923.49. The final hearing took place from April 13 to April 17, 2026. On May 13, 2026, the Arbitral Tribunal issued the award upholding Normand Maximus’ claim and dismi ssing Saipem’s counterclaim. The arbi tral proceedings are now concluded.
Arbitration between Saipem do Brasil Servicos de Petroleo Ltda (“Saipem do Brasil”) and Petroleo Brasileiro SA (“Petrobras”) (Project “Buzios 5”, Brasile) On September 16, 2024, Saipem do Brasil filed a request for arbi tration against Petrobras with the International Chamber of Commerce in Sao Paulo, in order to request (i) confirmation of the inapplicability of t he liquidated damages applied by Petrobras and (ii) payment of extra costs incurred in relation to the Buzios 5 project, to be quantified.
Petrobras filed its response to the request for arbitration on November 25, 2024, requesting the rejection of Saipem do Brasil’s request, the confirmation of t he liquidated damages applied and reserving t he right to quantify its counterclaim for damages. The procedural hearing (Case Management Conference) was held on Februar y 25, 2025 which set the arbitration calendar. On May 14, 2025, the parties si multaneously filed their statements of claim. The defence br iefs will be filed, again simultaneously, on August 14, 2025. On October 27, 2025, Saipem and Petrobras filed their rebuttal submissions. In pa rticular, Petrobras, in its submission, reiterated its request for the dismissal of Saipem’s claims. Petrobras also confir med its request for the application of
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contractual penalties, as well as an order requiring Saipem to pay the costs of replaci ng the Emergency Shutdown Valve (ESDV), which it claims is defective.
On February 27, 2026 the parties si multaneously filed their final rejoinders. Saipem clarified its claims , requesting the Arbitral Tribunal to: (i) confirm the inapplicability of the contr actual penalties for delay imposed by Petrobras (amounting to BRL 46,369,952.93 (approximately €7.6 million as at February 28, 2026) and of any other penalty; (ii) extend the contractual schedule; (iii) order Petrobras to reimburse all additional costs incurred in the ex ecution of the Buzios 5 project (including extensions to marine charter periods and stand-by periods) amounting to BRL 463,324,269.42 (approxim ately €76.8 million as at February 28, 2026). Petrobras, on the other hand, has requested t he Arbitral Tribunal to confirm that the a dditional costs and standby periods are to be borne by Saipem and that the con tractual penalties are due. The final hearing will be held from September 8, 2026.
Arbitration between Sino-Thai Engineering & Construction Public Co Ltd and the Joint Venture Composed of Petrofac South East Asia Pte Ltd, Saipem Singapore Pte Ltd and Sam sung E&A (Thailand) (Project Clean Fuel Thai Oil) On January 20, 2025, Sino-Thai Engi neering & Construction Public Co Ltd (“Sino Thai”) filed a requ est for arbitration with the Singapore International Arbitrati on Centre (SIAC, Singapore) against a Joint Venture composed of Petrofac South East Asia Pte Ltd, Saipem Singapore Pte Ltd and Samsung E&A (Thailand) (collectively, the “JV”) to obtain payment of invoices and extra costs deriving from variation orders and extension of works, for the amount of THB 919,740, 185.55 (approximately €25.9 million equivalent as of December 31, 2024).
Pending the conduct of the ordi nary arbitration proceedings, on February 18, 2025, Sino Thai filed an application with SIAC for an interim injunction against the JV as a matter of urgency. The application was essentially based on the alleged risk of insolvency of at least one of the members of the JV and is aimed at securing Si no Thai's guarantee of payment of any amount that might have been awarded to it at t he outcome of the ordinary arbitration.
The JV filed its defense against the inte rim injunction on February 25, 2025. The JV's defense was mainly based on Sino Thai's failure to demonstrate the urgency and the risk of suffering irreparable harm that would justify the requested emergency interim injunction; to this end, the JV produced documentary evidence and witness statements. On March 5, 2025, the sole arbitrator (emergency arbitrator) appointed by SIAC issued its deci sion rejecting Sino Thai's re quest and ordering the latter to reimburse legal cost s in favor of the JV.
On March 6, 2025, the JV filed its response to the request for arbitration, asking fo r SinoThai's claim to be dismissed and reserving the right to file a counterclaim fo r damages, to be quantif ied during the proceedings.
On October 22, 2025, a Case Management Co nference was held to agree the terms of the proceedings between the parties and the Arbitral Tribunal. On December 12, 2025, the parties reached a settlement agr eement to resolve the dispute. Pending the implementation of the prov isions of the afore menti oned settlement agreement, the pa rties requested the Arbitral Tribunal to suspend the arbitration proceedings, which may be terminated with effect from March 5, 2026, following payment of the balance provided for in the se ttlement reached. On February 27, 2026, the Parties wrote to the arbitration chamber (SIAC) on a joint basis to discontinue a nd withdraw their respective claims and counterclaim s in this arbitration.
Arbitration among the members of the consortium Saipem Singapore Pte Ltd (“Saipem”) and Samsung E&A (Thailand) Co Ltd as claimants in a request for arbitration against Thai Oil Public Co Ltd (“Thai Oil”) (Clean Fuel Thai Oil Project) as defendan t and Arbitration against Saipem SpA by Thai Oil (Clean Fuel Thai Oil Project) On February 18, 2025, Saipem and Samsung filed a request for ar bitration against Thai Oil with the Singapore International Arbitration Centre (“SIAC”) seeking compensation for breach of contract by Thai Oil in relation to an Engineering, Procurement and Construction (“EPC”) contract for the construction of a re finery in Sriracha, Thailand (Thai Oil Clean Fuel Project), signed on October 19, 2018 among Saipem, Sam sung, Petrofac Southeast Asia Pte Ltd (“Petrofac”), PSS Netherlands BV and Thai O il (“EPC Arbitration”).
Saipem and Samsung have requested Thai Oil to pay sums provisiona lly estimated at USD 1.5 billi on, reserving the right to better quantify, during the arbitrati on proceedings, the damages suffered as a result of Thai Oil's breaches.
On March 25, 2025, Thai Oil file d its response to Saipem and Samsung's request for arbitration, toget her with a counterclaim seeking unquantified damages allegedly suffered; Thai Oil also request ed that the proceedings be extended to include Petrofac as third member of the consortium and to PSS Net herlands BV, company in charge of the offshore activities owned by Saipem SpA, Samsung and Pe trofac International (UAE) Llc.
On April 23, 2025, Saipem and Samsung notifi ed Thai Oil of the termination of the EPC contract due to Thai Oil's repeated breaches of its obligations and its repudiation of the contract. On April 24, 2025, Thai Oil sent Saipem and Samsung its own notice of termination of the contract, co nsidering the notice served by Saipem and Samsung to be invalid.
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On May 30, 2025, Saipem and Samsung filed an amended request for arbitration to br oaden its scope and include the dispute between the parties relating to t he termination of the contract.
On June 11, 2025, SIAC ordered the joinder of Petr ofac and PSS Netherlands BV to the proceedings.
On June 27, 2025, Thai Oil filed its response to the amended re quest for arbitration filed by Saipem and Samsung. In its response, Thai Oil argued, among other things, that the conso rtium had breached the contract and that such breaches were attributable to wilful misconduct or gross negligence. In its counterclaim, Thai O il also sought compensation for damages suffered as a result of the alleged breaches for which the consortium was responsible.
Thai Oil has not specified the amount of its counterclaim and has reserved the right to do so during the arbitration proceedings, although it has referred to t he amount previously indicated in the Petro fac Ltd. debt restr ucturing proceedings before the English courts; this amount is equal to USD 3.8 billi on, of which USD 1.8 billion is for project completion costs an d USD 2 billion is for lost earnings.
At the same time, on November 11, 2025, Thai Oil filed two arbi tration proceedings against Sai pem SpA in relation to the guarantees provided by the latter, as the parent company, for t he proper fulfilment of the obligat ions entered into by Saipem Singapore and PSSBV, in which Saipem SpA is a shareholder. Thai Oil has requested that Saipem SpA compensate it for dama ges suffered and to be suffered, amounting to approximately USD 3.8 billion, with further sums to be quantified for the cost s of rectifying defects already notified to the contractor consortium (“PCG Arbitrations”). Thai Oil has also requested the SIAC to consolidate the PCG Ar bitrations with (i) the similar arbitrations initiated against th e parent company Samsung E&A Co Ltd regard ing the guarantees provided by the latter in favour of Samsung E&A (Thailand) and (ii) the EPC Arbitration. By a decision issued on January 26, 2026, the Arbitral Tribunal ordered the consolidat ion of the PCG Arbitrations with the EPC Arbitration. The aforementi oned arbitrations will therefore proceed before t he Arbitral Tribunal already constituted in the context of the EPC arbitrati on. In giving reasons for its decision, the Arbitral Tribunal considered that the requirements set out in Article 16.8 (c) of the SIAC Rules 2025, which provides fo r the possibility of consolidation – even in the event of opposition by one of the parties – where there are similarities in the arbitration clauses, the parties and the subject matter of the dispute, in accordance with the general principl e of cost-effectiveness of proceedings and the risk of conflicting judgments. Saipem will specify its claim within the prescribed time limits. The request for a preliminary determination on certain claims of the parties will be assessed by the Arbi tral Tribunal from September 2026 onwards, which may, in such an event, schedule an ad hoc hearing by the end of 2026. On the basis of the arguments put forward by their legal advisors, pursuant to the EPC contract and applicable laws, as things stand, Saipem considers Thai Oil's claims to be unfounded and therefore believe that Thai Oil is not entitled to claim damages for either actual losses or lost profits. In preparing this Interim Financial Report, based on the advice of its legal counsels, Saipem took into account both the above and, in particular, the claims for damages for breach of contract brought by Saipem and Thai Oil's counterclaim, as well as the degree of uncertainty inherent to the complexity of t he arbitration, which is still at a preliminary stage.
Arbitration between Thai Rotary Engineering Public Co Lt d (“TREL”)/Saipem Singapore Pte Ltd (“Saipem”) and Samsung E&A (Thailand) Co Ltd (“Samsung”) (Clean Fuel Thai Oil Project) On September 30, 2025, TREL filed two arbitr ation proceedings with the Singapore In ternational Arbitration Centre (“SIAC”) against Saipem and Samsung, as parties to an unincorporated joint venture also comp rising Petrofac South East Asia Pte Ltd, seeking an order requiri ng Saipem and Samsung to pay damages arising fro m (i) the non-payment of approved invoices relating to work actually carried out up to the termination of two contracts, and (ii) the a lleged repudiation of those contrac ts by Saipem and Samsung, quantif ied at the equivalent of €2,460,643.49 and the equi valent of €32,313,881.59.
On January 5, 2026, SIAC confirmed the co nsolidation of the two arbitrations.
The Parties have since reached a settlement of the disputes in the consolidat ed arbitration and notified the arbitration chamber (SIAC) jointly to discontinue and withdraw their respective claims and counterclaims, and to request that the Consolidated Arbitration be term inated. On May 12, 2026, SIAC acknowledged receipt of the pa rties’ request for termination and closed the matter admini stratively on May 15, 2026.
Arbitration between Saipem Ltd (“Saipem”) in consorti um with TERNA SA and Gastrade SA/DESFA (“Gastrade”) (Alexandropoulis LNG Project, Greece) On March 20, 2025, Saipem filed, on b ehalf of the consortium formed with t he Greek company Terna (the “Consortium”), a request for arbitration before the Internati onal Chamber of Commerce (“ICC”) in Athens against the client Gastrade, seeking an order (i) for payment of two unrecognised variation orders wo rth €23.43 million and (ii) for the return of the amounts of th e
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guarantees called by Gastrade under the contract of approxim ately €16 million. The dispute ar ises from the performance of a contract worth approximately €130 million, signed on December 24, 2021 between the Consortium and Gastrade in relation to the project called “Alexandroupolis Independent Natural Gas System” (“INGS”) financed by the European Union.
On March 22, 2025, the Consortium learned from Gastrade that it had already f iled its request for arbitration with the ICC against the Consortium on March 17, 2025; however, a copy of this request was on ly formally notified to Saipem on March 26, 2025.
On May 9, 2025, the Consortium filed its Answer and Co unterclaim in the arbitration initiated by Gastrade.
On May 12, 2025, Gastrade filed its A nswer and Counterclaim in the arbitration proceedings initiated by Saipem.
The arbitration proceedings were subsequently consolidated, as decided by the ICC on May 7, 2025, following a joint request by the parties. On June 24, 2025, the President of the Arbitral Tribunal was appointed.
On October 1, 2025, the Arbitral Tribunal ruled to dismiss the motion to set aside proceedings, previously brought by Terna.
On December 3, 2025, Gastrade refined its claim, asking the Arbitral Tribunal to: (i) order the Consortium to pay compensation for damages arising from the alleged defect in the works, quantified at €26,508,472. 20; (ii) order the Consortium to refund the contract price relating to works allegedly not carried out by the Consorti um (descoping) for a total value of €12,967,451.49; (iii) order t he Consortium to pay liquidated damages for t he delayed handover of the works, quantified at €6,378,091.36; (iv) order t he Consortium to pay legal costs and interest. Saipem filed its defence and counterclaim on March 26, 2026, requesting the Arbitral Tri bunal to dismiss all of Gastrade’s claims and, by way of counterclaim, to order Gastrade to pay €35,079,883 and to return €15,851,529, corresponding to the amounts of the guarantees called by Gastrade.
Gastrade’s reply is expected in August 2026. The final hearing will commence on April 19, 2027.
Arbitration between the consortium Saipem Contracting Nigeria Ltd (“SCNL”) and Daewoo Engineering & Construction Nigeria Ltd (“Daewoo”, together the “Consortium”) against Nigeria LN G Ltd (“NLNG”) (LNG Train 7 Project, Bonny Island) On February 12, 2026, the Consortium filed a re quest for arbitration with the London Co urt of International Arbitration (LCIA) against the client NLNG, seeking an order for payment of approximately USD 70 million plus interest and costs, in respect of damages suffered by the Consortium as a result of the client ’s breach of contract in relation to the EPC contract for the construction of the Train 7 for a gas liquefaction plant on Bonny Island, signed on May 13, 2020. The dispute arises from the failure to extend to the Consorti um the exemption from value added tax (VAT) on purchases of materials made in Nigeria, an exempti on enjoyed by NLNG. Under the contract, NLNG was required to cooperate with and assist the Consortium so that the latter co uld also enjoy the same tax benefits granted to it. Despite repeated requests from the Consortium, NLNG refused to provide the requested cooperation, thereby breachi ng a contractual obligation.
On March
12, 2026, NLNG filed its Response to the Consortium’s Requ est for Arbitration. Thereafter, the two party-appointed arbitrators appointed the Chair of the Arbitral Tribunal, and on May 7, 2026 the LCIA confirmed the constitution of the three-
member Arbitral Tribunal. The first Ca se Management Conference was held on June 17, 2026, following which the final hearing was scheduled to take place between March 27 and March 31, 2028.
Arbitration between Saipem SpA and Al Tur ki Enterprises Llc and Al Tasnim Enterpri ses Llc (Duqm Refinery Project, Oman) On January 12, 2026, Saipem SpA was served with a request fo r arbitration from the Omani companies Al Turki Enterprises LLC and Al Tasnim Enterprises Llc (t ogether, the “Claimants”). The dispute arises from the performance of four civil engineering contracts awarded by Saipem to Al Turki (3) and Al Tasnim (1) as part of the EPC project for the construction of crude oil storage and transport facilities at the refinery located in Duqm (Oman). During the execution of the wo rks, disputes arose between the parties concerning (i) delays i ncurred by the Claimants and (ii) breaches by the latter which had forced Saipem to remove part of Al Turki’s scope of work and assign it to third-party companies, with subsequent back charges. The Claimants, on the other hand, allege non-payment of (i) costs arising from the extension of the contract (delay costs – EOT) and (ii) costs arisi ng from inefficiencies in the management of the site by Saipem (disruption costs). Following the failure of attempts to settl e the dispute amicably, the Claimants filed a request for arbitration against Saipem for the payment of USD 31,449,176.14 in respect of the aforementioned items of damage. The dead line by which Saipem was required to file its response to the request for arbitration (A nswer), together with the appoint ment of its party-appointed arbitrator, was originally set for February 11, 2026, but was subsequently extended to May 6, 2026.
The dispute was settled on April 29, 2026, with each party fully and irrevocably waiving any and all claims, demands, and causes of action against the other.
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Arbitration between Arctic LNG2 and Saipem SpA and Rönesans Holding On March 17, 2026, Saipem and the Turkish company Rönesans were served with a Notice of Arbitrat ion filed by Arctic before the Singapore International Arbitration Centre (“SIAC”), in their capacity as guarantors of the obligations of SAREN BV (“Saren”), a special purpose vehi cle equally owned by RHI Russia BV (a subsidiary of Rönesans) and Servizi Energia Italia SpA (a subsidiary of Saipem).
The dispute arises out of the contract executed on Dece mber 19, 2018 between Saren and Arctic for the design and construction in Russia of three Gravity-Based Structures (“GBSs”) as part of the Arctic LNG 2 Project (the “Project”).
As previously reported, following the entry into force of the European Union sanctions adopted in connection with the Russia-Ukraine conflict in 2022, Saren’s works in relation to the Project were susp ended and discussions were initiated with Arctic with a view to entering into ag reements aimed at settling all outstanding matters under the contract in full compliance with the applicable EU sanctions regime. Further details regarding the Arctic LNG 2 Project and its suspension are set out in the 2021, 2022, 2023 and 2024 Annual Financial Reports. Arctic alleges that certain amounts paid to Saren during the execution of the Project, and allegedly unsupported by appropriate accounting records, should be reimbursed. Arctic has quantified its claim at approximately €392,513,722.38.
On April 30, 2026, Saipem and Rönesans sub mitted their respective Responses to t he Notice of Arbitration, contesting Arctic’s claims in their entirety. E ach party has appointed its party-nominated arbitrator, while the appointment of the Presiding Arbitrator is currently ongoing. On July 10, 2026, Arctic filed with SIAC a Supplement to the Notice of Arbitration, increasing the quantum of its claim by seeking reimbursement of the costs allegedly incurred in replacing certain allegedly defective plant components. The additional claim is estimat ed at approximately €41,212,018, bringing the total amount claimed in the arbitration to approximatel y €433,725,740.40.
Arbitration between Saipem and Al Yamama On May 12, 2026, Al Yamama Company for Tr ading & Contracting (“AYC”) commenced an arbitration before the International Chamber of Commerce (ICC) in London ag ainst Snamprogetti Engineeri ng & Contracting Ltd (“Saipem”), which received notice thereof on May 22, 2026. The dispute arises out of the performance of a contract ent ered into on September 6, 2023 for civil, mechanical, electrical, instrumentation and telecommunications installation works in connection with the EPC Jafurah Pipelines and Wells Tie-In Project in the Kingdom of S audi Arabia (the “Project”).
During the execution of the wo rks, disputes arose between the parties concerning (i) delays and inefficiencies incurred by AYC and (ii) AYC’s contractual breaches, which compelled Saipem first to supplement the workforce with its own personnel and subsequently to progressively remove AYC’s entire scope of wo rk, reassigning it partially to Saipem itself and third-party contractors and charging the related costs back to AYC (back charges). AYC alleges non-payment of (i) contract pr olongation costs (delay costs/EO T costs) and (ii) damages arising from the alleged wrongful termination of the contract for AYC’s default.
AYC’s Request for Arbitration amounts to USD 53.3 m illion in respect of the above heads of claim.
Saipem’s Answer, the deadline for whi ch was initially set for June 23, 2026, has been extended to July 23, 2026 following Saipem’s request for an extension of time. The Arbitral Tribunal has been constituted.
CONSOB RESOLUTION OF FEBRUARY 21, 2019
With reference to Consob Resolution No. 20828 of February 21, 2019, communicated to Saipem SpA on March 12, 2019 (the “Resolution”) the contents of which are described in paragr aph “Information regarding the notice from the Consob Offices dated April 6, 2018”. The Board of Directors of Saipem SpA resolved on April 2, 2019, to appeal the Resolution before the Court of Appeal of Milan. On April 12, 2019, Saipem SpA appealed against the Resoluti on before the Court of Appeal of Milan, under Article 195 TUF, requesting the Reso lution cancellation. A similar appeal was filed by the two individuals sanctioned under the Resolution, i.e. the Chief Executive Officer of Saipem SpA and the Chief Financial O fficer and Officer responsible for financial reporting in office at the ti me of the events. The first hearing before the Milan Court of Appeal was held on November 13, 2019. On that day, the Milan Court of Appeal postponed the discussion to November 4, 2020.
On October 23, 2020, Saipem SpA and the two individuals sanctioned submitted an appli cation to the Court of Appeal, to be allowed to file documents required to debate the appeal by November 4, 2020.
On November 2, 2020, the Court of App eal authorised the filing of the document s requested on October 23, 2020 by the parties, also granting Consob a deadline to submit any counter-arguments on those documents by December 15, 2020 and postponed the hearing to discuss the appeal to January 27, 2021.
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On January 20, 2021, Saipem SpA and the tw o individuals sanctioned presented a new app lication to the Court of Appeal, to be allowed to file additional documents required to debate t he appeal by January 27, 2021, and to be authorised to propose new grounds for the appeal. which came to light when new documents were found.
On January 21, 2021, the Court of Appeal accepted the applications by Saipem SpA and the individuals and authorised the filing of the documents requested on January 20, 2021. The Court also upheld the proposal of additional grounds, to be submitted through written filings by February 26, 2021, and also granted Consob the right to submit its counter filings by March 25, 2021. The Court set the hearing for April 21, 2021. At the hearing of April 21, 2021, the appeals were discussed.
The Milan Court of Appeal has partially upheld the appeals, whilst it rejected the remaining:
•reducing from €200,000 to €150,000 the administrative financial fine imposed by Consob in 2019 against the former Chief Executive Officer of the Company in office from April 30, 2015, to April 30, 2021;
•reducing from €150,000 to €115,000 the administrative financial fine imposed by Consob in 2019 against the former CFO and Officer responsible for the Com pany’s financial reporting in office at t he time of the capital increase of 2016 and until June 7, 2016; and •consequentially reducing from a total of €350,000 to a tota l of €265,000 the condemnation of Saipem SpA to the payment of the afore ment ioned administrative financial fines, as the party jointly and severally liable pursuant to Article 195, paragraph 9, of the Ita lian Consolidated Law on Finance.
On January 20, 2022, Saipem SpA has filed an appeal to the Supr eme Court against the judgement of the Court of Appeal of Milan. On March 1, 2022, Consob has notified Saipem SpA of its cross-appeal with counterclaim.
Saipem SpA’s cross-appeal against Consob’s counterclaim was notifi ed on April 8, 2022.
With a judgement published on May 8, 2026, the Supreme Court declared inadmissible some or dismissed some other grounds of appeal against the Resolution put forward by Sai pem SpA, upheld one ground of cross- appeal brought by Consob, and referred the case back to the Milan Court of A ppeal for the decision on the merits and on costs.
Tax disputes
The Group is a party in tax proceedings. The risk assessment for t he purpose of recognising tax liabilities and tax provisions in the financial statements is made on the basis of updated available information, including info rmation acquired by external consultants providing the Group with tax consultant support.
A summary of the most important tax disputes is provided below.
Petrex SA Colombian subsidiary On October 7, 2019, the Colombian tax aut hority, following an audit on the 2014 tax year, notified the local branch of Petrex SA of a notice of assessment which contested, pursuant to a local anti-avoidance rule, the USD 120 million loan agreement signed in that same year with Eni Finance International SA, a financial company of the Eni Group, as a sham operation. In accordance with the above-mentioned rule, t he entire amount of the loan was considered taxable incom e by the tax authority, with a consequent assessment of higher taxes and the imposition of penalties for a total amount equivalent to €118 million, as of the reporting date. The tax authori ty claims that the relevant Group company has not provided sufficient evidence to demonstrate the use of the financing to support its economic activities. Moreover, the same notice of assessment does not recognise the interest accrued on the same loan and the lo sses on foreign exchange arisi ng from the accounting of the financial debt in US dollars as deductible, which leads to higher taxes and penalties.
On December 3, 2019, the company filed an application for the annulment of the assessment with the Colombian tax authority, supported by precise and irre futable evidence that demonstrates the pertinence of the loan agreement with respect to its business activity. In summary, the borrowed funds were used to purchase some drilling rigs that were needed to execute commercial contracts signed with local clients. On Oc tober 14, 2020, the local tax authority rejected the application. On February 15, 2021, the company appealed the notice of assessment with the Administrative Court, which is the court of first instance for the tax disputes, where the judgement is still pending. Saipem SpA - Saipem SA - Snampr ogetti Engineering BV - Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda - Saipon Snc Following a tax audit carried out through questionnaires in 2016, on November 10, 2016, the Nigerian tax administration (“FIRS”) notified Saipem SpA, Saipem SA, Snamprogetti Engi neering BV, Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda and Saipon Snc with a noti ce of assessment in which the local admin istration claims the existence of their permanent establishments in Nigeria during the period 2009-2013 in relation to the carrying out of engineering and
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procurement activities for the execution of turnkey contr acts for various Nigerian clients and consequently assesses the failure to pay income tax. In the noti ces, the tax authority, in fact, ascribes to the alleged permanent establishments all the income obtained from the performance of the aforementioned activit ies, non-recognising that, as regards the taxability of the income, the same activities were excl usively carried out by the overseas head o ffices of the recipi ent companies of the assessment. The tax claim, including the im posed fines, amounts to approximately €220 million equivalent, as of the reporting date.
The companies concerned challenged the notices of assessment bef ore the Federal High Court on April 11, 2017, requesting to combine all the cases into one procedure, which was granted by the Court. On July 17, 2020, the Court decided in favour of the applicant companies and accepted all the reasons for the grievances. The Nigerian administration lodged an appeal at the Court of Appeal on October 15, 2020. During the first half of 2026, there were si gnificant developments in the di spute that led to the full settlement of the case. The hearing before the Court of Appeal, origi nally set for June 17, 2026, was adjourned at the joint request of the parties followi ng the initiation of an out-of- court settlement process.
On June 18, 2026, the Saipem Group companies involved in tax disputes and related civ il and criminal proceedings in Nigeria signed a comprehensive settlement agreement with the Nigerian Revenue Service (NRS), whereby, without any admission of liability on the part of the Group companies, all disputes and judicial proceedings of any instance pending between the parties , including those relating to the alleged permanent establishments in Nigeria for the 2009-2013 period, were definitively closed. Saipem SpA As a result of criminal proceedi ngs against Saipem SpA and a nu mber of individual s who held senior pos itions within the company involving the criminal offences of “international corruption” and “fraudul ent misrepresentation”, the company was served with notices of assessment for the tax years 2008 and 2009 – served in 2015 – and for the tax year 2010 – served in 2016 – claiming the “non-deductibility of cost s arising from criminal offences” rela ted to the aforement ioned allegations of international corruption. The Company challenged the 2008 and 2009 notices and, pending the cr iminal and tax proceedings, both of which were lost in the first instance, on September 8, 2017 it settled the tax disputes, exercising the option under Article 11, Legislative Decree No. 50/2017, which allows for facilitated se ttlement without the application of penalties and part of the interest. The assessment notice for the 2010 tax year , on the other hand, was settled by agreement on May 26, 2017. Following the adverse criminal jud gement delivered by the Court of Milan (on September 19, 2018), on January 15, 2020, the Milan Court of Appeal’s second-instance ruling fully exonerated the senior executives of Saipem SpA from the international corruption charge, also dismissing Saipem SpA’s responsibility for t he alleged administrative offence. On December 14, 2020, the Court of Cassation’s ruling was filed that definitively closed the criminal proceedings for internationa l corruption, confirming the acquittal of t he Company and the individuals involved.
In light of the above-mentioned outcome of the criminal proceedings, on June 1, 2021, the Company filed for a refund of the amount paid in taxation. Following the tacit rejection of the refund request, the Company lodged an app eal asking the Milan Tax Court of First Instance to order the Italian Revenue Agency to refund the excess tax paid in relation to the asse ssment notices concerning the non-
deductibility of costs associated with the a lleged international corruption offence, amounting to a total of €64 m illion. On July 5, 2022, the Milan Tax Court of First In stance partially upheld Saipem SpA’s appeal. Specifically, the ruling established that this right should be limited to the tax pa id in execution of the settlement agreem ent (year 2010), excluding the amounts paid for the settlement of the disputes related to the 2008 and 2009 tax years.
On October 6, 2022, the Company appealed ag ainst the parts of the ruling that had excluded the right to a refund of the amount paid as a result of the settlement of the pending litigation in relation to the 2008 and 2009 tax years. At the same time, the Internal Revenue Agency filed an appearance to defend the parts of the ruling favourable to it, also challenging the ruling regarding the entitlement to the refund for the 2010 year settlement in agr eement. On June 12, 2023, the ruling of the Lombardy Tax Court of Second Instance upheld the Company’s a ppeal and rejected the Italian Revenue Agency’s appeal. As a result of the ruling, the Company became ent itled to a refund of all the sums paid in 2017, plus legal interest. As of the reporting date, the Agency had already repaid the sums determined in full.
On November 15, 2023, the Italian Revenue Agency filed an appeal with the Court of Cassatio n. On January 22, 2024, the Company filed a counter-appeal. At present, t he Parties are waiting for the hearing to be scheduled by the Court of Cassation.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 195 /
34 Revenue ______________________________________________________________________________________________________________________________ _________________________________________ The main components of revenue are analysed below. For details of the most significant changes in revenue and the reporting by business segment, see the “Financial and economic results” section of the “I nterim Directors’ Report”.
Core business revenue
First half
(€ million) 2026 2025 Asset Based Services - Revenue from sales and services 4,299 4,083 Energy Carriers - Revenue from sales and services 2,674 2,667 Offshore Drilling - Revenue from sales and services 372 461 Total 7,345 7,211
The core business revenue by geographic area is shown below:
First half
(€ million) 2026 2025 Italy 446 318 Rest of Europe 778 855
CIS 98 30
Middle East 2,313 2,753 Far East and Oceania 1,021 520 North Africa 403 271 Sub-Saharan Africa 1,502 1,731 Americas 784 733 Total 7,345 7,211 In consideration of the nature of the contracts and the type of works performed by the Saipem Gr oup, the individual obligations contractually identified are mainly satisfied over time. The rev enue that measures work progress is determined, in line with th e provisions of IFRS 15, by using an input method based on the percentage of cost s incurred with respect to the total contractually estimated costs (“cost-to-cost” method). Lifetime contract revenue includes the amount agreed in the original contract , plus revenue from change orders and claims.
The change orders consist of additional fees deriving from changes to the contr actually agreed works requested by the customer; price revisions (claims) consis t of requests for additional fees deri ving from higher charges incurred for reasons attributable to the customer. Change or ders and claims (pending revenue) are included in the am ount of revenue when there is a high probability of recognition in res pect of the work and/or price, even if their definition has not yet been agreed. Any pending revenue reported for a period longer than one year, with no progress in the negot iations with the customer, is written down. Amounts equal to or higher than €30 million are included only if supported by outside technical-legal expert opinions.
The cumulative amount of additional payment s for pending revenue, including amounts pertaining to previous years, based on projects progress as of June 30, 2026, totalled €597 million (€470 million as of December 31, 2025 and €239 million as of June 30, 2025). The contractual obligations to be fulf illed by the Saipem Group (backlog), wh ich as of June 30, 2026 amounted to €29,861 million, are expected to generate revenue of €7,321 million in the second half of 2026, while the remainder will be generated i n subsequent years. The share of revenues for leasing included in the item “Core b usiness revenue” does not have a significant impact on the overal l amount of core business revenues, as it amo unts to less than 2% of the total and re lates to the Offshore Drilling and Leased FPSO sectors. Revenue from related parties is shown in Note 43 “Related party transactions”.
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/ 196 SAIPEM INTERIM CONSOLIDATED FINANCIAL REPORT AS OF JUNE 30, 2026
Other revenue and income
First half
(€ million) 2026 2025 Gains on disposal of assets - 1 Indemnities 1 -
Other income 9 4 Total 10 5
35 Operating expenses ______________________________________________________________________________________________________________________________ __________ The following is a summary of the main components of operati ng expenses. The most significant changes are detailed in the “Financial and economic results” secti on of the “Interim Directors’ Report”.
Purchases, services, and other costs
First half
(€ million) 2026 2025 Raw, ancillary and consumable materials and goods 1,668 1,765 Services 3,308 3,128 Use of third party assets 538 472 Net accruals to (utilisation of) the provisions for risks and charges (100) 5 Other expenses 16 14
less:
- internal work capitalised (11) (17)
- changes in inventories of raw, ancillary and consumable materials and goods (13) 6 Total 5,406 5,373 During the first half of 2026, no brokerage fees were incurred.
Research and development costs that do not meet the requirements for capitalisatio n amounted to €15 million (€17 million in the first half of 2025). Use of third-party assets amounting to €538 million, consisted of €535 million for lease contracts, of which €522 million relat ed to “Short-term Leases” with a term of less than or equal to 12 months, €10 million related to “Variable payments” and €3 millio n related to “Low Value leases”. Net accruals (utilisations) of the provis ions for risks and charges show net utilisatio ns of €100 million which mainly consist of the provisions for risks related to liti gation, provisions for con tractual expenses and losses on long-term contracts and other provisions discussed in Note 26 “P rovisions for risks and charges”.
Purchases, services, and other costs fro m related parties are detailed in Note 43 “Related party transactions”.
Net reversals of impairment losses (impairment losses) on trade and other receivables Net reversals of impairment losses (impairment losses) on trade and other receivables include the effects related to IFRS 9 applied to contract assets and consisted of the following:
First half
(€ million) 2026 2025 Trade receivables 4 14 Contract assets 2 5 Total 6 19
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 197 /
Personnel expenses
First half
(€ million) 2026 2025 Personnel expenses 1,163 1,102
less:
- internal work capitalised (3) (4) Total 1,160 1,098
Incentive plans
In order to create a system of incentives and loyalty among the Group’s senior managers, Saipem SpA has defined, among the various initiatives, variable i ncentive plans through the free assignment of Saipem SpA ordinary shares to be allocated in thre e-
year cycles (vesting period).
As of June 30, 2026, the Long- Term Variable Incentive Plan 2023-2025 was ac tive (2023, 2024 and 2025 a llocations). The plan provides for the free allocation of Saipem ordinary shares to the executives of Sa ipem SpA and its subsi diaries, holders of organisational positions with significant impact on the achievement of business results, also in relation to performance and professional skills. For additional information about the charact eristics of the plan, see the disclosure made available to the public on the Company’s website (www.saipem.com), under the current law (Article 114- bis of Legislative Decree No. 58/1998 and Consob implementing regulations). The cost is determined with reference to t he fair value of the option assigned to the senior manager, while the portion for the year is determined pro-rata temporis throughout the period to which the incentive refers (so-called vesting period and co-
investment period/re tention premium).
The fair value for the half-year, relative to all the current allocations, is €7 million.
The assessment was made using the Stochastic and Black & Scholes models, according to the provisions of IFRS 2. In particular, the Stochastic model was used to assess t he allocation of subordinated equity instruments.
LTI Allocation for 2023
No. of managers No. of shares (1)
Share portion
(%) Unit fair value TSR
(weight 40%)
Unit fair value ESG
(weight 20%)
Unit fair value ROAIC
(weight 20%)
Unit fair value EBITDA
(weight 20%)
Total fair value (€) Fair value first half 2026 (€) Fair value first half 2025 (€) Senior managers (vesting period)
Senior managers
(Retention Premium period) 395 13,004,900 75
25 1.380
2.910 1.177
1.177 1.177
1.177 1.177
1.177 21,162,077 1,874,931 3,355,614 CEO (vesting period) CEO (co-investment period) 1 744,300 75
25 1.380
2.910 1.177
1.177 1.177
1.177 1.177
1.177 1,379,967 122,253 200,754 Total 396 13,749,200 22,542,044 1,997,184 3,556,368
(1) The number of shares shown in the table corresponds to the number allocated at the right allocation date. The number of shares used for total fair value and fair value for the period calculation as of June 30, 2026, on the other hand, corresponds to 16,732,854 shares, and reflects the forfeited rights due to unilateral/consensual termination of the employment relationship, as well as the percentage of achievement of the non-market conditions at the end of the vesting period.
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LTI Allocation for 2024
No. of managers No. of shares (1)
Share portion
(%) Unit fair value TSR
(weight 40%)
Unit fair value ESG
(weight 20%)
Unit fair value ROAIC
(weight 20%)
Unit fair value EBITDA
(weight 20%)
Total fair value (€) Fair value first half
2026 (€)
Fair value first half
2025 (€)
Senior managers (vesting period)
Senior managers
(Retention Premium period) 411 8,748,525 75
25 2.850
5.560 2.290
2.290 2.290
2.290 2.290
2.290 26,588,388 3,179,193 4,607,254 CEO (vesting period) CEO (co-investment period) 1 452,600 75 2.850 2.290 2.290 2.290 1,498,617 179,165 240,831 25 5.560 2.290 2.290 2.290 Total 412 9,201,125 28,087,005 3,358,357 4,848,085
(1) The number of shares shown in the table corresponds to the number allocated at the right allocation date. The number of shares used for total fair value and fair value for the period calculation as of June 30, 2026, on the other hand, corresponds to 10,431,499 shares, and reflects the forfeited rights due to unilateral/consensual termination of the employment relationship, as well as the percentage of achievement of the estimated non-market conditions at the end of the vesting period.
LTI Allocation for 2025
No. of managers No. of shares (1)
Share portion
(%) Unit fair value TSR
(weight 40%)
Unit fair value ESG
(weight 20%)
Unit fair value ROAIC
(weight 20%)
Unit fair value EBITDA
(weight 20%)
Total fair value (€) Fair value first half
2026 (€)
Fair value first half
2025 (€)
Senior managers (vesting period)
Senior managers
(Retention Premium period) 419 10,062,525 75
25 1.980
3.940 2.296
2.296 2.296
2.296 2.296
2.296 19,569,076 1,587,854 -
CEO (vesting period)
CEO (co-investment period) 1 493,200 75 1.980 2.296 2. 296 2.296 978,568 79,395 -
25 3.940 2.296 2.296 2.296 Total 420 10,555,725 20,547,644 1,667,249 -
(1) The number of shares shown in the table corresponds to the number allocated at the right allocation date. The number of shares used for total fair value and fair value for the period calculation as of June 30, 2026, on the other hand, corresponds to 8,635,358 shares, and reflects the forfeited rights due to unilateral/consensual termination of the employment relationship, as well as the percentage of achievement of the estimated non-market conditions at the end of the vesting period.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 199 /
The evolution of the plan is as follows:
June 30, 2026 December 31, 2025 Number of shares Average strike
price (a)
(€ thousand) Market price (b) (€ thousand) Number of shares Average strike
price (a)
(€ thousand) Market price (b)
(€ thousand)
Options outstanding at beginning of period 31,422,050 - 76,198 22,465,325 - 56,366 New options granted - - - 10,555,725 - 23,544 (Options exercised during the period) - - - (21,300) - (48) (Options expired during the period) (791,525) - (2,979) (1,577,700) - (3,519) Options outstanding at end of period 30,630,525 - 135,050 31,422,050 - 76,198
Of which:
- exercisable at June 30 10,778,343
- exercisable at the end of the vesting period 12,238,919 23,566,537
- exercisable at the end the co-investment/retention premium period 7,613,263 7,855,513
(a) Since these are free shares, the strike price is zero.
(b) The market value of the shares underlying options granted or expired in the period corresponds to the average market value of the shares. The market value of shares underlying options outstanding at the beginning and end of the period is equal to the last available data as of January 1 and June 30.
For the long-term incentive plans for Saipem SpA employees, the cost is recognised under “Personnel expenses” with a balancing entry under “Other reserves” in equity. The fair value of allocated options for employees of subsidiaries is shown at the date of option grant in the item “Personnel expenses” with a balancing entry in “Other reserves” of equity; in that year, the corresponding amount was charged to the relevant companies, with a balancing entry in “Personnel expenses”.
In the case of Saipem SpA personnel who provide service to other group companies, the cost is charged pro-rata temporis to the company where the beneficiaries are in service.
Average number of employees The average number of employees, by category, for all consolidated companies was as follows:
First half
(number) 2026 2025 Senior managers 424 409 Middle managers 5,306 5,168 White collars 15,536 15,842 Blue collars 8,343 8,490 Seamen 249 251 Total 29,858 30,160 The average number of employees was calcul ated as the arithmetic mean of the nu mber of employees at the beginning and end of the period. The average number of senior managers included managers employed and operat ing in foreign countries whose position was comparable to senior manager status.
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Depreciation, amortisation, and impairment losses
First half
(€ million) 2026 2025 Depreciation and amortisation
- property, plant and equipment 194 204
- intangible assets 5 4
- right-of-use lease assets 358 221 Total depreciation and amortisation 557 429
Impairment losses:
- property, plant and equipment - 10
- intangible assets - -
- right-of-use lease assets 4 20 Total impairment losses 4 30 Total 561 459
The impairment losses on assets amounted to €4 million (€30 milli on in the first half of 2025) and consisted entirely of impairment losses on right-of-us e assets relating to vessels.
Other operating income (expense) In the first half of 2026 there was other operating income of €6 million (there was no other operating income or expense in the first half of 2025).
36 Financial income (expense) ______________________________________________________________________________________________________________________
First half
(€ million) 2026 2025 Financial income (expense) Financial income 297 432 Financial expense (301) (559) Financial income (expense) on financi al assets measured at fair value through profit or loss 2 4 Total (2) (123) Derivative financial instruments (64) 29 Total (66) (94)
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 201 /
Net financial income (expense) was as follows:
First half
(€ million) 2026 2025 Net exchange gains (losses) 33 (79) Exchange gains 241 386 Exchange losses (208) (465) Financial income (expense) rela ted to net financial debt (39) (45) Interest income from banks and other financial institutions 36 25 Interest income on leases 2 5 Interest and other expense due to banks and other financial institutions (46) (48) Interest expense on leases (33) (31) Financial income (expense) on financi al assets measured at fair value through profit or loss 2 4 Other financial income (expense) 4 1 Other financial income from third parties 18 16 Other financial expense to third parties (11) (13) Financial income (expense) on defined benefit plans (3) (2) Net financial income (expense) (2) (123) Gains (losses) on derivatives consisted of the following:
First half
(€ million) 2026 2025 Exchange rate derivatives (64) 29 Total (64) 29 The losses on derivatives of €64 million (gains of €29 million in the first half of 2025) included the recognition in the incom e statement of the effects related to t he fair value measurement of derivatives that do not qualify for hedge accounting under the provisions of IFRS 9 and the measurement of the forward component of derivati ves that qualify for hedge accounting under those provisions. Financial income (expense) from related parties are detailed in Note 43 “Related party transactions”.
37 Gains (losses) on equity investments _____________________________________________________________________________________________
Effect of accounting using the equity method
First half
(€ million) 2026 2025 Share of profit of equity-accounted investees 12 29 Share of loss of equity-accounted investees (1) (1) Net utilisations of (accruals to) the provis ions for losses related to equity-accounted investees (2) (39) Total 9 (11) The share of profits (losses) of equity-accounted investees is discussed in Note 18 “Equity investments”.
Other gains (losses) on equity investments No net gains/losses on equity investments we re recorded in the first half of 2026.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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38 Income taxes ______________________________________________________________________________________________________________________________ _____________________________
First half
(€ million) 2026 2025
Current taxes:
- Italian subsidiaries (29) 32
- foreign subsidiaries 118 86 Total current taxes 89 118 of which current taxes related to Pillar Two 3 3 Net deferred tax assets and net liabilities:
- Italian subsidiaries (4) (63)
- foreign subsidiaries 2 17 Total net deferred tax assets and liabilities (2) (46) Total 87 72
In relation to the global minimum tax re gulations (Pillar Two or Global Minimum Ta x), the analysis conducted by the Parent Company identified that in the majority of the jurisdictions in which the Group operates the tax rate determined in accordance with the related rules exceeded 15%. However, there are still a sma ll number of jurisdictions where the effective rate is below that threshold. For these jurisdictions, the regulations are applied th rough the collection of a Q ualified Domestic Minimum Top--up Tax (QDMTT), where envisaged, or are applied by Saipem SpA, as the Ultimate Parent Entity, using the Income Inclusion Rule (IIR). Current taxes as of June 30, 2026 include an estimate of the total amount of the Gl obal Minimum Tax, payabl e by the Saipem Group, amounting to €3 million (€3 m illion in the first half of 2025).
First half
(€ million) 2026 2025 Income taxes recognised in the income statement 87 72 Income tax related to items of other comprehensive incom e that will be reclassified to profit or loss (16) 58
Of which:
- tax effect due to the change in the fair value of cash flow hedges (16) 58
- tax effect due to the change in the fair value of financial assets, other than equity investments, measured at fair value through OCI - -
Income tax related to items of other comprehensive income that will not be reclassified to profit or loss - 1
Of which:
- tax effect due to the remeasurement of defined benefit plans for employees - 1 Tax on comprehensive income (loss) 71 131
39 Non-controlling interests ___________________________________________________________________________________________________________________________ There was no profit (loss) attributabl e to non-controlling interests in the first half 2026 and that of 2025.
40 Profit (loss) per share ______________________________________________________________________________________________________________________________ _______ Basic profit (loss) per ordinary share is calculated by dividi ng profit or loss for the peri od attributable to the Group’s shareholders by the weighted ave rage of Saipem SpA ordinary shares outst anding during the peri od, excluding treasury shares.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 203 /
Reconciliation of the weighted average numbe r of outstanding shares used for the calculat ion of basic and diluted profit and loss per share is as follows:
June 30, 2026 June 30, 2025 Weighted average number of outstandi ng shares used for the calculation of the basic profit (loss) per share 1,940,282,698 1,957,192,663 Number of potential shares following convertible bonds 244,057,207 244,057,207 Number of potential shares following long-term incentive plans 30,630,525 22,127,125 Weighted average number of outstandi ng shares used for the calculation of the diluted profit (loss) per share (a) 1,970,913,223 2,223,376,995 Profit (loss) attributable to Saipem (€ million) 96 140 Dilution effect of convertible bond (€ million) - 14 Profit (loss) attributable to Saipem - diluted (€ million) 96 154 Basic profit (loss) per share (€ per share) 0.05 0.07 Diluted profit (loss) per share (€ per share) 0.05 0.07
(a) The calculation as of June 30, 2026 does not include potential shares following convertible bonds because they have an anti-dilutive effect.
41 Reporting by business segment __________________________________________________________________________________________________________ The information to the market, in accordance with the provisions of IFRS 8, is prepared following the r eporting segments below:
•Asset Based Services, which includes the Offshore Engineering & Construction and Offshore Wind activities;
•Offshore Drilling, which includ es the Sonsub activities; and •Energy Carriers, which includes the Onshore Engineering & Construction a nd Sustainable Infrastr uctures activities.
The sectors clustered in the reporting segments above have similar economic character istics. In addition, at present, the Offshore Wind and Sustainable Infrastructures sectors are not significant enough to require separate disclosure in accordance with IFRS 8. With effect from January 1, 2026 the Sonsub Robotics activities, previously allocated to the Asset Based Services Business Line, were reallocated to the Drilling Busi ness Line, which was renamed Drilling and Sonsub. The ROV services remained in the Asset Based Services Business Line.
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Reporting by business segment (€ million) Asset Based
Services Energy
Carriers Offshore
Drilling Unallocated Total First half 2026 Core business revenue 5,914 2,974 608 - 9,496 less: intra-group revenue 1,615 300 236 - 2,151 Net revenue (*) 4,299 2,674 372 - 7,345 Operating result 252 (22) 10 - 240 Depreciation, amortisati on, and impairment losses 414 54 93 - 561 Gains (losses) on equity investments 12 (3) - - 9 Capital expenditure in property, plant and equipment and intangible assets 81 3 49 - 133 Property, plant and equipment , goodwill and intangible assets 2,168 291 689 - 3,148 Right-of-use of leased assets 884 161 23 - 1,068 Equity investments (a) 113 (136) - - (23) Current assets 2,669 3,323 372 3,351 9,715 Current liabilities 5,328 3,228 222 528 9,306 Provisions for risks and charges (a) 393 240 28 23 684 First half 2025 Core business revenue 5,681 2,989 703 - 9,373 less: intra-group revenue 1,598 322 242 - 2,162 Net revenue 4,083 2,667 461 - 7,211 Operating result 221 (3) 87 - 305 Depreciation, amortisation, and impai rment losses 318 43 98 - 459 Gains (losses) on equity investments 20 (23) 4 - 1 Capital expenditure in property, plant and equipment and intangible assets 96 5 86 - 187 Property, plant and equipment and intangib le assets 2,240 372 842 - 3,454 Right-of-use of leased assets 775 186 75 - 1,036 Equity investments (a) 108 (147) - - (39) Current assets 2,455 2,738 475 3,147 8,815 Current liabilities 4,341 2,870 308 281 7,800 Provisions for risks and charges (a) 347 213 67 21 648
(*) During the period, revenue was recorded from 3 customers with individual amounts exceeding 10% of total revenue (customer A: €975 million, customer B: €924 million, customer C:
€799 million). The cumulative amount, totalling €2,698 million, was broken down as follows: €1,781 million relating to the Asset Based Services business line, €868 million to the Energy Carriers business line and €49 million to the Offshore Drilling business line, for a total corresponding to 37% of consolidated revenue. (a) See the section “Reconciliation of reclassified balance sheets used in the Directors’ report with the IAS/IFRS financial st atements” on page 125.
For more details on the reporting by business segment see t he specific sections of the “I nterim Directors’ Report”.
42 Reporting by geographical segment _______________________________________________________________________________________________ Since the Saipem Group’s business involves the deployment of a fleet on a number of different projects over a single year, it i s difficult to allocate assets to a specific geographical segment and some activities are deemed not to be directly allocable.
The unallocated part of property, plant and equipment and intangible assets and capital expenditure relates to vessels and their related equipment and goodwill. The unallocated part of current assets pertain s to inventories related to vessels.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 205 /
A breakdown of revenue by geographical s egment is provided in Note 34 “Revenue”.
(€ million)
Italy
Rest of Europe CIS Rest of Asia North Africa Sub-Saharan Africa Americas Unallocated Total First half 2026 Capital expenditure in property, plant and equipment and intangible assets 6 10 - 11 - - 1 105 133 Property, plant and equipment and intangible assets 71 65 - 60 - 3 52 2,897 3,148 Right-of-use of leased assets 112 180 - 306 6 9 15 440 1,068 Identifiable assets (current) 1,572 978 37 3,514 331 1,508 1,016 759 9,715 December 31, 2025 Capital expenditure in property, plant and equipment and intangible assets 29 44 - 16 - 1 2 272 364 Property, plant and equipment and intangible asset s 74 55 - 201 16 65 - 2,968 3,379 Right-of-use of leased assets 128 204 - 373 7 12 11 478 1,213 Identifiable assets (current) 1,583 980 28 3,145 233 1,548 861 744 9,122 Current assets were allocated by geogr aphical segment using the following crit eria: (i) cash and cash equivalents and financial receivables were allocated on the basis of the country of residence of the financial institutions where the individual company bank accounts were held; (ii) inventories were a llocated on the basis of the country w here the onshore storage facilities were situated (i.e. excluding inventories in storage facilities situated on vessels); and (iii) trade receivables and other assets w ere allocated to the geographical segment to which the related project belonged.
Non-current assets were allocated on the basis of the country in which the asset operates, except for drillships and asset based services, which were included under “Unallocated”.
43 Related party transactions ________________________________________________________________________________________________________________________ Eni SpA and CDP Equity SpA jointly control Saipem SpA on t he basis of the shareholders’ agreement signed on January 20, 2022 (effective from January 22, 2022) and automatically renewed on January 22, 2025 for an additional three-year period (the “Agreement”). Eni SpA and CDP Equity SpA do not exercise sole con trol over Saipem pursuant to Article 93 of TUF.
Eni SpA is subject to de facto control of the MEF, due to the interest held by the latter both directly and through CDP SpA. CD P Equity SpA is wholly owned by CDP SpA, whose majority shareholder is the MEF. It should also be noted that on July 23, 2025, Saipem SpA and Subsea7 SA entered into a cross-border merger agreement for the incorporation of Subsea7 SA into Saipem SpA (the “Merger Agreement”). Pursuant to the Merger Agreement, upon completion of the Merger, Saipem, as the acquiring company resulting from the Merger, will be renamed “Saipem7 SpA”.
Concurrently with the signing of the Me rger Agreement: (i) Eni SpA, CDP Equity SpA and Siem Industries SA (the controlling shareholder of Subsea7 SA) entered into a shareholders’ agreement (the “Shareholders’ Agreement”) concerning the shares of Saipem SpA and the future shares of Saipem7 SpA; and (ii) CDP Equity SpA and Eni SpA enter ed into a new agreement (the “New Shareholders’ Agreement”) concerning all the ordinary shares of Saipem7 to be held by CDP Equity SpA and Eni SpA as of the effective date of the Merger, in order to regulate t he joint control by CDP Equity SpA and Eni SpA of the rights to whic h they are entitled under the Shar eholders’ Agreement. The New Sharehol ders’ Agreement will take effect as of the effective date of the Merger and will replace the existing Agreement. For further details, see the section “Shar eholders’ Agreement regarding the ordinary shares of Sa ipem SpA” of the 2025 Annual Report – “Additional information” s ection of the Directors’ Report.
Transactions carried out by Saipem SpA and the companies incl uded within the scope of consolidation with related parties mainly consist of the provision of services and the exchange of goods with joint ventures, associates and subsidiaries not consolidated with the full consolidation method, as well as with subsidiaries, join tly controlled enterprises and associates of Eni SpA and CDP SpA, and with companies controlled by the MEF. The transactions carried out form part of ordinary operations and are settled at market conditions, i.e., at conditions that would have applied between two unrelated parties, and are undertaken in the interest of Saipem Group companies.
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Transactions with members of t he Board of Directors, Statutor y Auditors, key management personnel of Saipem Sp A, Eni SpA, CDP SpA and CDP Equity SpA, as well as their close family me mbers and the entities controlled by them, also on a joint basis, have been considered.
Directors, statutory auditors and key management personnel must declare, every six months, any transactions entered into with Saipem SpA or its subsidiaries, either directly or through third parties or entities related to them. Directors, statutory auditors and key management personnel submit, every six months and/or in the event of any changes, a statement detailing their potential interests in relation to the Company and the Gr oup and, in any case, report in good time to the Chief Executive Officer (or to the Chairman, in cases w here the Chief Executive Officer has an intere st), who informs t he other directors and the Board of Statutory Auditors of each transaction that the Company intends to carry out in which such persons have an interest. Saipem SpA is not under the management or coordination of any other company. Saipem manages and coordinates its subsidiaries in accordance with Arti cle 2497 of the Italian Civil Code.
In accordance with the disclosure requirem ents of Consob Regulation No. 17221 of Ma rch 12, 2010, in first half of 2026 the following transactions were carried out and re ported to Consob that exceeded the materi ality threshold set out in the Saipem Management System Guideline “T ransactions with Related Parties and Parties of Interest” (published on Saipem’s website in the “Governance” section), in accordance with the aforementioned Consob Regulation.
Eni North Ganal Ltd - Kutei North Hub Field Development On February 27, 2026, Amendment 3 to the ag reement for preliminary activities (the “APA ”), signed on March 28, 2025, relating to the Kutei North Hub Field Development EPC project in the Kutei Basin, East Kalimantan, Indonesia, was signed between PT Saipem Indonesia (subsidiar y of Saipem SpA) in consortium with PT Tripatra Engineers and Constructors (on one side) and Eni North Ganal Ltd (on the other side). Amendment 3 to the APA covers the extensi on of the APA’s duration for a further period of 3 months, as well as the expansion of the APA’s scope to include: (i) the EPC activities for the hull; (ii) the c ontinuation of the tops ide engineering activities ; and (iii) the commencement of procurement activities for the main long lead items. The value of Amendment 3 – approximately USD 314 million – brings the total value of the APA, as amended by the subsequent amendments, to around USD 552 million.
Amendment 3 qualifies as a related party tran saction because it is entered into with a subsidiary of Eni Sp A (which exercises joint control over Saipem). Even though it qualifies as a “major significance transaction”, because it exceeds t he applicable significance threshold, Amendment 3 is considered to be an ordinary transaction ca rried out at equivalent market or standard conditions.
Eni Industrial Evolution SpA - Priolo Biorefinery On April 17, 2026, the contract for the EPC of the Priolo biorefinery (the “Contr act”) was signed between Saipem and Eni Industrial Evolution SpA.
The Contract covers engineering, procurement and construction activities for t he development of a new biorefinery, in line with the decarbonisation objectives pursued by Eni and Saipem as part of the development project for the biorefinery underway since 2023. The value of the C ontract is around €700 million, with com pletion envisaged by the end of 2028.
The Contract qualifies as a related party transaction because it is entered into with a subsidiary of Eni SpA (which exercises joint control over Saipem). Even though it qualifies as a “major signifi cance transaction”, because it exceeds the applicable significance threshold, the Contract is considered to be an ordi nary transaction carried out at equiva lent market or standard conditions.
For more details, see the info rmation in the press release regarding the transaction.
Azule Energy - Greater PAJ On June 22, 2026, an EPCI contract for the offshore Greater PAJ project, located a pproximately 200 km off the Angolan coast in Sub-Saharan Africa (the “Contract”) , was signed between Saipem SA, Saipem Luxembourg SA Angola Branch and Petromar Lda – on one side – and Azule Energy Explor ation (Angola) Ltd and Azule Energy An gola BV, subsidiaries of Azule Energy Holdings Ltd (a 50:50 joint venture between Eni International BV and BP Exploration Op erating Co Ltd) – on the other side.
The Contract covers the engineering, fabrication, transportation and installation of approximately 180 km of rigid pipelines an d subsea structures, at a maximum depth of 2,000 meters, as well as the transportation a nd installation of 38 km of flexible flowlines and jumpers and 54 km of umb ilical cables. The value of the Contract, which has a duration of approximately 40 months, is around USD 1 billion (equiva lent to approximately €870 million).
The Contract qualifies as a related party transaction as it is enter ed into with companies subject to control (also jointly) by Eni SpA.
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Even though it qualifies as a “major signifi cance transaction”, because it exceeds the applicable significance threshold, the Contract is considered to be an ordi nary transaction carried out at equiva lent market or standard conditions.
For more details, see the in formation in the press rel ease regarding the transaction.
Enilive SpA - Venice Biorefinery On June 30, 2026, a contract was signed between Saipem and Enilive SpA for the expansion of the Venice biorefinery (the “Contract”).
The Contract covers engineering, procurement and construction activities aim ed at developing a new vegetable oil feedstock deoxygenation unit, in line with the decarboni sation objectives pursued by Eni and Saipem as part of the development project for the biorefinery underway si nce 2023. The value of the Contract is arou nd €230 million, with comp letion of the works envisaged by May 2027.
The Contract qualifies as a related party transaction because it is entered into with a subsidiary of Eni SpA (which exercises joint control over Saipem).
Even though it qualifies as a “major signifi cance transaction”, because it exceeds the applicable significance threshold, the Contract is considered to be an ordi nary transaction carried out at equiva lent market or standard conditions.
The tables below show the value of transact ions of a trade, financial or other natu re entered into with related parties. The analysis by company is made on the basis of the principle of materiality related to the overall size of the individual relation ships.
Relationships not shown individually, because they are not ma terial, are reported according to the following aggregation:
•subsidiaries not consolidated with the full consolidation method;
•joint ventures and associates;
•companies controlled by Eni and CDP Equity SpA;
•Eni and CDP Equity SpA associates and jointly controlled companies;
•State-controlled companies and other related parties.
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Trade and other transactions Trade and other transactions as of Ju ne 30, 2026 consisted of the following:
(€ million)
June 30, 2026 First half 2026 Name Trade and
other
receivables Trade
payables,
other
liabilities
and contract
liabilities Guarantees
Costs
Revenue
Goods Services (1) Goods and
services Other
Subsidiaries not consolidated with the full consolidation method Other (for transactions not exceeding €500 thousand) - - - - - - -
Total subsidiaries not consolidated with the full consolidation method - - - - - - -
Joint ventures and associates ASG Scarl (2) 1 2 - - - - -
CCS JV Scarl (2) 294 717 - - 348 426 -
CEPAV (Consorzio Eni per l’Alta Velocità) Due (2) 162 137 96 - 141 131 -
CEPAV (Consorzio Eni per l’Alta Velocità) Uno (2) - - 8 - - - -
Consorzio Florentia (2) 39 82 - - 45 40 -
KWANDA Suporte Logistico Lda 1 8 - - 7 1 -
La Bozzoliana Scarl (2) 3 7 - - 11 1 -
La Catullliana Scarl (2) 2 3 - - 5 - -
Petromar Lda 25 9 4 - 5 6 -
PSS Netherlands BV 86 - - - - - -
Saipem Nasser Saeed Al-Hajri Contracting Co 19 1 - - - 6 -
Saipem Taqa Al Rushaid Fabricators Co Ltd 8 - 11 - 1 - -
Saipon Snc 1 (3) - - - - -
SAME Netherlands BV 72 - - - - 31 -
SCD JV Scarl (2) 10 11 - - 2 2 -
Other (for transactions not exceeding €500 thousand) - - - - - - -
Total joint ventures and associates 723 974 119 - 565 644 -
Eni Group
Azule Energy Ltd 12 1 - - - 77 -
Azule Energy Angola SpA 26 2 - - - 219 -
Eni Congo SAU 36 3 - - - 42 -
Eni Côte d’Ivoire Ltd 11 3 - - - 64 -
Eni Ganal Deepwater Ltd 45 - 6 - - 54 -
Eni Industrial Evolution SpA 121 76 - - - 92 -
Enilive SpA 44 30 - 2 - 61 -
Eni North Africa BV 21 - - - - 73 -
Eni North Ganal Ltd 128 - 27 - - 378 -
Eni SpA (3) 4 22 9 - 1 30 -
Liverpool Bay CCS Ltd - 1 - - - 49 -
Mellitah Oil & Gas BV 69 11 76 - - 290 -
Other Eni Group companies (for transactions not exceeding €38 million) 73 26 49 - 1 96 -
Total Eni Group 590 175 167 2 2 1,525 -
CDP Group
Other CDP Group companies (for transactions not exceeding €38 million) 32 34 17 - 5 25 -
Total CDP Group 32 34 17 - 5 25 -
(1) The item “Services” includes costs for services, costs for the use of third-party assets and other expenses.
(2) Revenue from limited liability consortium companies refer to the retrocession of fees that these companies invoice to the client and that based on the consortium nature of the investee company are attributed to the consortium partner.
(3) The item “Eni SpA” also includes the transactions with Eni SpA Division Exploration & Production, Eni SpA Division Gas & Power, and Eni SpA Division Refining & Marketing.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 209 /
The trade and other transactions are shown below.
(€ million)
June 30, 2026 First half 2026 Name Trade and
other
receivables Trade
payables,
other
liabilities and
contract
liabilities Guarantees
Costs
Revenue
Goods Services (1) Goods and
services Other
Companies controlled or owned by the State - 2 - - 6 - -
Total related party transactions 1,345 1,185 303 2 578 2,194 -
Incidence (%) 35.90 14.85 4.35 0.12 14.97 29.87 -
Overall total 3,746 7,981 6,966 1,668 3,862 7,345 10
(1) The item “Services” includes costs for services, costs for the use of third-party assets and other expenses.
Trade and other transactions consisted of the following:
(€ million)
Dec. 31, 2025 First half 2025 Name Trade and
other
receivables Trade
payables,
other
liabilities
and contract
liabilities Guarantees
Costs
Revenue
Goods Services (1) Goods and
services Other
Subsidiaries not consolidated with the full consolidation method Other (for transactions not exceeding €500 thousand) - - - - - - -
Total subsidiaries not consolidated with the full consolidation method - - - - - - -
Joint ventures and associates ASG Scarl (2) - 1 - - - - -
CCS JV Scarl (2) 293 715 - - 232 299 -
CEPAV (Consorzio Eni per l’Alta Velocità) Due (2) 147 114 165 - 88 108 -
CEPAV (Consorzio Eni per l’Alta Velocità) Uno (2) - - 14 - - - -
Consorzio Florentia (2) 23 63 - - 41 40 -
KSJV - - - - - 1 -
KWANDA Suporte Logistico Lda 3 6 - - 4 1 -
La Bozzoliana Scarl (2) 2 6 - - 10 1 -
La Catulliana Scarl (2) 2 2 - - 2 - -
Petromar Lda 21 7 3 - (1) 9 -
PSS Netherlands BV 84 - - - - 5 -
Puglia Green Hydrogen Brindisi Srl 1 - - - - 2 -
Saipem Nasser Saeed Al-Hajri Contracting Co Llc 11 - - - - 2 -
Saipem Taqa Al Rushaid Fabricators Co Ltd 7 1 12 - - - -
Saipon Snc 1 - - - - - -
SAME Netherlands BV 80 - - - - 110 -
SCD JV Scarl (2) 10 15 - - 7 4 -
Other (for transactions not exceeding €500 thousand) - - - - - - -
Total joint ventures and associates 685 930 194 - 383 582 -
(1) The item “Services” includes costs for services, costs for the use of third-party assets and other expenses.
(2) Revenue from limited liability consortium companies refer to the retrocession of fees that these companies invoice to the client and that based on the consortium nature of the investee company are attributed to the consortium partner.
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The trade and other transactions are shown below.
(€ million)
Dec. 31, 2025 First half 2025 Name Trade and
other
receivables Trade
payables,
other
liabilities
and contract
liabilities Guarantees
Costs
Revenue
Goods Services (1) Goods and
services Other
Eni Group
Azule Energy Angola BV - 25 - - - 175 -
Azule Energy Angola SpA 60 9 - - - 268 -
Eni Congo SAU 116 1 - - - 124 -
Eni Côte d’Ivoire Ltd 11 3 - - - 243 -
Eni Mediterranea Idrocarburi SpA - - 29 - - 46 -
Eni North Ganal Ltd - - 8 - - 65 -
Eni SpA (3) 82 42 9 - 2 55 -
Mellitah Oil & Gas BV 101 - 89 - - 118 -
Petrobel Belayim Petroleum Co 40 30 28 - - 65 -
Other Eni Group companies (for transactions not exceeding €38 million) 152 50 4 1 - 68 -
Total Eni Group 562 160 167 1 2 1,227 -
CDP Group
Snam Rete Gas 26 33 14 - - 92 -
Other CDP Group companies (for transactions not exceeding €38 million) 8 25 6 - 2 7 -
Total CDP Group 34 58 20 - 2 99 -
Companies controlled or owned by the State 6 17 - - 5 5 -
Total related party transactions 1,287 1,165 381 1 392 1,913 -
Incidence (%) 39.76 16.31 5.12 0.06 10.85 26.53 -
Overall total 3,237 7,144 7,438 1,765 3,614 7,211 5
(1) The item “Services” includes costs for services, costs for the use of third-party assets and other expenses.
(2) The item “Eni SpA” also includes transactions with Eni SpA Division Exploration & Production, Eni SpA Division Gas & Power and Eni SpA Division Refining & Marketing.
The values shown in the table refer to Notes 9 “Trade and ot her receivables”, 21 “Trade and other payables”, 22 “Contract liabilities”, 33 “Guarantees, commitments and risks”, 34 “Revenue (c ore business revenue and other revenue and income)” and 35 “Operating expenses (purchases, services and other costs)”. The Saipem Group provides services to Eni Group companies a ll the sectors in which it operates, both in Italy and abroad.
Other transactions consisted of the following:
June 30, 2026 Dec. 31, 2025 (€ million) Other assets Other liabilities Other assets Other liabilities CCS JV Scarl 28 - 30 -
Other Eni Group companies (for transactions not exceeding €38 million) - - - -
Total related party transactions 28 - 30 -
Incidence (%) 7.35 - 5.58 -
Overall total 381 257 538 170
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 211 /
Financial transactions
Financial transactions, excluding net lease liabilities, as of June 30, 2026 consisted of the following:
(€ million)
June 30, 2026 First half 2026 Name Receivables (1) Payables Commitments Expenses Income Derivatives CCS JV Scarl 451 - - - 8 -
Petromar Lda - - - - 1 -
PSS Netherlands BV 23 - - - - -
Puglia Green Hydrogen Brindisi Srl 1 - - - - -
Saipem Nasser Saeed Al-Haj ri Contracting Co Llc 2 - - - - -
Saipon Snc - 1 - - - -
SCD JV Scarl 31 - - - - -
Other Eni Group companies (for transactions not exceeding €38 million) - - - - 5 -
Total related party transactions 508 1 - - 14 -
(1) Shown in the statement of financial position under “Other current financial assets”.
Financial transactions, excluding net lease liabilities, for 2025 consisted of the following:
(€ million)
Dec. 31, 2025 First half 2025 Name Receivables (1) Payables Commitments Expenses Income Derivatives CCS JV Scarl 379 - - 1 6 -
Petromar Lda - - - - 1 -
PSS Netherlands BV 11 - - - - -
Puglia Green Hydrogen Brindisi Srl 1 - - - - -
Saipem Nasser Saeed Al-Hajri Contracting Co Llc 2 - - - - -
Saipon Snc - 1 - - - -
SCD JV Scarl 35 - - - - -
Other Eni Group companies (for transactions not exceeding €38 million) - - - - 8 -
Total related party transactions 428 1 - 1 15 -
(1) Shown in the statement of financial position under “Other current financial assets”.
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The incidence of financial transactions and positions with related parties was as follows:
June 30, 2026 Dec. 31, 2025 (€ million) Total Related parties Incidence % Total Related parties Incidence % Current financial liabilities 85 1 1.18 38 1 2.63 Non-current financial liabilities (including current portion) 1,707 - - 1,744 - -
Total 1,792 1 1,782 1
First half 2026 First half 2025 (€ million) Total Related parties Incidence % Total Related parties Incidence % Financial income (expense) (4) 14 n.s. (127) 14 n.s.
Derivative financial instruments (64) - - 29 - -
Other operating income (expense) 6 - - - - -
Total (62) 14 (98) 14
Financial lease transactions Financial lease transactions as of June 30, 2026, consisted of the following:
(€ million)
June 30, 2026 First half 2026 Receivables Payables Commitments Expenses Income Saipem Nasser Saeed Al-Haj ri Contracting Co Llc 1 1 - - -
Total related party transactions 1 1 - - -
Financial lease transactions for the y ear 2025, consisted of the following:
(€ million)
Dec. 31, 2025 First half 2025 Receivables Payables Commitments Expenses Income Saipem Nasser Saeed Al-Hajri Cont racting Co Llc 1 1 - - -
Total related party transactions 1 1 - - -
The incidence of finance lease transactions and pos itions with related parties was as follows:
June 30, 2026 Dec. 31, 2025 (€ million) Total Related parties Incidence % Total Related parties Incidence % Non-current lease liabilities (including current portion) 1,191 1 0.08 1,324 1 0.08 Total 1,191 1 1,324 1 The main cash flows with related parties were as follows:
(€ million) June 30, 2026 June 30, 2025 Income and revenue 2,194 1,913 Costs and other expenses (580) (393) Financial income (expenses) and derivatives 14 14 Change in trade receivables and payables (38) 151 Net cash flows from operating activities 1,590 1,685 Change in financial receivables (80) 2 Net cash flows from investing activities (80) 2 Change in financial payables - -
Net cash flows from financing activities - -
Total cash flows with related parties 1,510 1,687
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 213 /
The proportion of cash flows with related parties was as follows:
June 30, 2026 June 30, 2025 (€ million) Total Related parties % Incidence Total Related parties % Incidence Cash flows from operating activities 841 1,590 n.s. 842 1,685 n.s.
Cash flows from investing activities (79) (80) n.s. (258) 2 n.s.
Cash flows from financing activities (*) (296) - n.s. (595) - n.s.
(*) The cash flows from financing activities do not include dividends distributed, the net purchase of treasury shares, equity contributions from third parties, the purchase of shares in consolidated companies, and the net change in the convertible bond.
Information on jointly controlled entities Jointly controlled companies classified as join t operations do not have a significant value.
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44 Significant non-recurring events and operations ______________________________________________________________ In the first half of 2026, there we re no significant non-recurri ng events and operations, as defined in the Consob Communication No. DEM/ 6064293 of July 28, 2006.
45 Positions or transactions arising from atypical and/or unusual operations In the first half of 2026, there were no atypical and/or unusual positions or transactions, as defined in the Consob Communication No. DEM/ 6064293 of July 28, 2006.
46 Events after the reporting period _______________________________________________________________________________________________________ New contracts On July 2, 2026, the Joint Vent ure comprising Itinera SpA (part of ASTM Group) as lead partner (40%), Saipem SpA (35%), and ICM SpA (25%) has been awarded the contract for the design and construction of Lot 4 of the A8 "Unirii" Motorway in Romania.
The contract was awarded by Compania Națională de Investiții Ru tiere (CNIR), Romania's Nationa l Road Investment Company.
The total value of the contract is approximately €700 million, of which Saipem's share amounts to approximately €245 million.
On July 7, 2026, Saipem, through its subsidiary PT Saipem Indonesia, in joint venture wi th PT Tripatra Engineers and Constructors, has been awarded a contract for the Engineering, Procurement , Construction and Installation (EPCI) of a Floating Production, Storage and Offloading (F PSO) unit for the “Kutei North Hub Field Deve lopment Project”, located in the Kutei Basin, East Kalimantan, Indonesia. The contract, valued at approximatel y USD 2 billion for Saipem’s share, has been awarded by Eni North Ganal, a company controlled by Searah Ltd, the business combination company established by Eni and Petronas. On July 22, 2026, Saipem has been awarded a new offshore drilling co ntract by Eni Côte d’Ivoire Ltd, valued at approximately USD 260 million. In particular, the drillship Santorini will be depl oyed offshore Côte d’Ivoire fo r a long-term development dri lling campaign, with operations scheduled to begin in early 2027. The project includes a firm commitment for an extended drilling programme, with the potential deployment of the rig in neighbouring countries as well as additional optional periods, thus further enhancing the long-term vi sibility and continuity of the unit’s future utilisation.
On July 27, 2026, Saipem awarded new contracts in Ivory Co ast and Italy by Eni worth a pproximately €800 million. The first contract, awarded by Eni Côte d’Ivoire and its partners, refers to the Baleine Phas e 3 project, the third development phase of the Baleine oil and gas field, located offshore Ivory Coast at water depths up to 1,300 metres. The second contract, awarded by Enilive, Eni’s company active in the production of biofuels, biomethane, and in the marketi ng and distribution of all energy carriers for mobility, refers to the engi neering, procurement and construction of a new deoxy genation unit at Enilive’s biorefinery in Venice, Porto Marghera.
Saipem Interim Directors' CONDENSED INTERIM CONSOLIDATED
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INFORMATION REGARDING THE NOTICE FROM THE CONSOB OFFICES 215 /
INFORMATION REGARDING THE NOTICE FROM THE CONSOB OFFICES
DATED APRIL 6, 2018
On April 6, 2018, after the closure of the market, the Offices of the Italian secur ities market regulator Consob (Divisione Informazione Emittenti - Issuer In formation Division) announced with their communication No. 0100385/18 (the “Communication”), that they started an administrative sancti oning procedure, clai ming some violations pursuant to Articles 191 and 195 of Italian Legislative Decree No. 58/1998 (the “Financi al Law”), relating to the offer documentation (Prospectus and Supplement to the Prospectus) made available to the public by Saipem SpA (“Saipem”) on the occasion of its capital increase operation, which took place in January and February 2016. The a lleged violations were excl usively addressed to the members of the Board of Direct ors and the Chief Financial Office r/Officer responsible for financial reporting in office at that time. The Offices of Consob, in commu nicating their allegations to the interested parties also poi nted out that, if the alleged violations were ascertained by t he Commission of Consob at the outcome of the pr ocedure, said violations “would be punishable by an administra tive fine between €5,000 and €500,000” .
Saipem received notice of the communication solely as guarantor ex lege for the payment “of any economic fines that may eventually be charged to the company executives at the outcome of the administrative procedure” .
The allegations follow Consob Resolution No. 20324 of March 2, 2018 (the “Resolut ion”), the content of which was communicated to the market by the Company with its press release of March 5, 2018. The Resolution – with which, as also communicated to the market, the Compan y disagreed and that the Company app ealed– alleged, among other things, “the inconsistency of the assumptions and elem ents underlying the Strategic Plan for 2016-2019 with respect to the evidence at the disposal of the administrative bodies”, as the indicators of possibl e impairment of value of the assets, later impaired by Saipem in its nine-month interim report as of September 30, 2016 would already have existed, in t he opinion of Consob, at the time of approval of the consoli dated financial statements of 2015.
With its Communication, the O ffices of Consob have charged the company executives wh o, at the time of the capital increase, performed management functions, with the violations that are the subject of the Resolution and have already been communicated to the market, as stated above. The Offices of Consob also contested certain “elements relative to the incorrect drafting of the declaration on the net working capital” required by the standards in force applicable to the prospectus.
The foregoing would imply, accordi ng to the Offices of Consob, “the inability of the offer documentation to ensure that the investors would be able to formulate a well-grounded opinion about the equi ty and financial position of the issuer, its operati ng results and prospects, pursuant to Article 94, sections 2 and 7, of the Financial Law, with regard to the information concernin g:
a) estimates of the Group’s results fo r 2015 (Guidance 2015 and underlying assumptions)”; “b) forecast of the Group results drawn from the Strategic Plan for 2016- 2019 and underlying assumptions”; “c) the decl aration on the Net Working Capital” .
Also according to the Offices of Consob, Saipem would have additi onally omitted, in violation of Article 97, section 1 and Ar
ticle
115, section 1, letter a), of the Fi nancial Law, to report to Consob “information pertaining to: (i ) the assumptions underlying the declaration on its Net Working Capital; (ii) the availability of an updated ‘Eni Scenario’ on the price of oil; and (iii) the e xistence of significant amendments to t he assumptions underlying the Strategic Plan for 2016-2019” .
On July 4, 2018, Saipem, as guarantor ex lege for the payment “of any fines that may eventually be charged to the company executives at the outcome of the administrative procedure” , submitted its defence to Consob.
Saipem and all the company executives w ho have received the Communi cation have proceeded to file their defences with the Consob Offices. By Resolution No. 20828 of February 21, 2019, communicated to Saipem on March 12, 2019 and adopted at the outcome of the procedure for application of a fine initiated on April 6, 2018, Consob applied the following fines: a) €200,000 on the comp any CEO in office at the time of the alleged acts; and b) €150,000 on the Officer responsible for financi al reporting in office at the time of the capital increase in 2016. Consob also sentenced Saipem to a payment of €350,000, as the party jointly li able for payment of the aforementioned administrative fines with the tw o persons fined pursuant to Ar ticle 195, section 9, of the Co nsolidated Law on Finance (in forc e at the time of the alleged violati ons), with obligation to recourse agai nst the authors of the alleged breaches.
Consob ordered the filing of the procedure l aunched on April 6, 2018, against the non-execut ive Directors in office at the time of the facts alleged. The Board of Directors of Saipem resolved on April 2, 2019 to appeal the Resolution No. 20828 before the Court of Appeal.
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A similar appeal was filed by the two indi viduals sanctioned under the Res olution, i.e., the Chief Exe cutive Officer of Saipem in office at the time of the a lleged acts and the Chief Financial Officer and Offi cer responsible for financial reporting in offic e at the time of the events. The first hearing before the Milan Court of A ppeal was held on November 13, 2019.
After several motions for permission to submit documents, briefs, additional grou nds, and arguments, the appeals were discussed in the hearing held on April 21, 2021.
The Milan Court of Appeal, partially upholding the appeals, whilst it rejected the remaining:
•reduced from €200,000 to €150,000 the ad ministrative financial fi ne imposed by Consob in 2019 against the former Chief Executive Officer of the Company in o ffice from April 30, 2015 until April 30, 2021;
•reduced from €150,000 to €115,000 the ad ministrative financial fi ne imposed by Consob in 2019 against the former CFO and Officer responsible for the Company’ s financial reporting in office at the time of the 2016 capital increase until June 7, 2016; and •consequentially reduced from €350,000 to €265,000 the payment of the afore-mentioned admin istrative financial fines by Saipem as the party jointly and severally liable pursuant to Article 195, paragraph 9, of the Italian Consolidated Law on Finance.
On January 20, 2022, Saipem filed an appeal to the Supreme Court against the judgement of the Court of Appeal of Milan. On March 1, 2022, Consob served Saipem with its appeal ( “controricorso con ricorso incidentale” ).
Saipem filed its cross-appeal against Consob’s counterclai m on April 8, 2022.
With judgement published on May 8, 2026, the Supreme Court declared inadmissible some or di smissed some other the grounds of appeal against the Resolution No. 20828 put forward by Saipem SpA, upheld one ground of cross-appeal brought by Consob, and consequently referred the c ase back to the Milan Court of Appeal for the decision on the merits and on costs.
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CERTIFICATION OF THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154- BIS
OF LEGISLATIVE DECREE 58/1998
1. The undersigned Alessandro Puliti and Luca C aviglia in their quality as Chief Executiv e Officer and Manager in charge with preparing the Company’s financial reports of Saipem SpA, also pu rsuant to Article 154- bis, paragraphs 3 and 4 of Legislative Decree No. 58 of February 24, 1998, certify:
•the adequacy with respect to the char acteristics of the company; and •the actual application of the administrative and accounting procedures fo r the preparation of the condensed interim consolidated financial statements as of J une 30, 2026, during the first half of 2026.
2. The administrative and accounting procedures in place for the preparation of the condensed in terim consolidated financial statements as of June 30, 2026 have been def ined and the evaluation of their effectiveness has been assessed based on principles and methodologies adopt ed by Saipem in accordance with the Internal Control - Integrated Framework Model issued by the Committee of Sponsoring Organizations of the Trea dway Commission, which represent s an internationally-accepted framework for the internal control system. 3. In addition, it is certified that:
3.1 the condensed interim cons olidated financial statem ents as of June 30, 2026:
a) have been prepared in accordance with applicable international accounting standards adopted by the European Commission pursuant to R egulation (CE) n. 1606/2002 of the European Parliament and European Council of July
19, 2002;
b) correspond to the accounting books and entries; c) fairly and truly represent the financial position, the performance and the cash flows of the issuer and the companies included in the consolidation scope;
3.2 the interim Director s’ Report provides a reliable anal ysis of the material events occu rred during the first half of 2026 and their impact on condensed interim consolidated financial stat ements, as well as a description of the main risks and uncertainties for the second half of the year. The Interi m Directors’ Report contains a reliable analysis of the disclosure on significant re lated-party transactions.
July 27, 2026 /signed/ Alessandro Puliti
Alessandro Puliti
Chief Executive Officer /signed/ Luca Caviglia
Luca Caviglia
Manager in charge with prepa ring the Company’s financial reports of Saipem SpA
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INDEPENDENT AUDITORS’ REPORT
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04.
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ANNEXES 221 / annexes
Annex A - Structure of the Saipem Group ______________________________________________________________________________________________________ 223
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ANNEXES 223 / Annex A - Structure of the Saipem Group
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Società per Azioni Share Capital €501,669,790.83 fully paid up Tax code and VAT 00825790157 Registry of Businesses of Milan Monza-Brianza, Lodi registration No. 788744
Registered office in Milan - Italy Via Luigi Russolo, 5 Information for Shareholders Saipem SpA,, Via Luigi Russolo, 5 20138 Milan Italy
Relations with institutional investors and financial analysts Fax +39-0244254295 e-mail: investor.relations@saipem.com Publications Financial statements as of December 31 (in Italian) prepared in accordance with Legislative Decree of April 9, 1991 No. 127 Annual Report (in English) Interim consolidated financial report as of June 30 (in Italian and English)
Sustainability Overview 2025 (in English) Also available on Saipem’s website: www.saipem.com Website: www.saipem.com Operator: +39-0244231 Layout and supervision: Studio Joly Srl - Rome - Italy