Subsea 7 S.A. 2013 Annual General Meeting and dividend effect on convertible loan notes Luxembourg - June 28, 2012 - Subsea 7 S.A. (Oslo Børs: SUBC) (the "Company"), advises that at the 2013 Annual General Meeting of shareholders on June 28, 2013, all resolutions were approved by shareholders.

The payment of a dividend of $0.60 per common share for shareholders of record on July 5,
2013 was approved. The first trading date ex-dividend will be Wednesday July 3, 2013 for the
Common Shares and Tuesday July 2, 2013 for the ADSs. The date of payment of dividend will be Friday July 12, 2013 for holders of Common Shares and Thursday July 18, 2013 for holders of ADSs.
Accordingly, the Company would like to inform holders of convertible loan notes that, in accordance with the terms and conditions of the convertible loan notes, the new conversion price of the $500 million 2.25% convertible loan note due 2013 will be $20.99 in accordance with clause 6(b)(iii), the new conversion price of the $275 million 3.5% convertible loan note due 2014 will be $15.84 in accordance with clause 14.3 and the new conversion price of the
$700 million 1% convertible loan note due 2017 will be $29.34 in accordance with clause 14.3.
The minutes of the 2013 Annual General Meeting detailing the resolutions proposed and the result of the vote on resolutions are attached hereto. The minutes may be inspected at any time at the registered office of the Company.
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Subsea 7 S.A. is a seabed-to-surface engineering and construction contractor to the offshore oil and gas industry worldwide. We provide integrated services, and we plan, design and deliver complex projects in harsh and challenging environments.

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Contact: Paul Gooden Subsea 7 S.A.

+44 (0)20 8210 5568

paul.gooden@subsea7.comwww.subsea7.com

If you no longer wish to receive our press releases please contact: ir@subsea7.com

SUBSEA 7 S.A.

412F, Route d'Esch

L-2086 Luxembourg

R.C.S. Luxembourg B 43172

Minutes of the 2013 Annual General Meeting held at the Company's Registered Office,

412F, Route d'Esch, Luxembourg on June 28, 2013

The Meeting was opened at 3.00 p.m.

Chairman: Ms. Nathalie LOUYS, General Counsel and Company Secretary of

Subsea 7 S.A.

Secretary: Maître Miriam SCHINNER, Rechtsanwältin

Ballot-judges: Ms Chantal MATHU and Ms Céline BONVALET

The Chairman declared and the Meeting noted that:

• it appeared from the main register kept by SGG S.A. and the Branch Register kept by DnB Bank ASA of Oslo produced to the Meeting together with proxies duly filed within the statutory period that 191,475,619 Common Shares out of 351,793,731 issued Common Shares and 332,178,274 outstanding Common Shares as at May 28, 2013 were represented.

• the notice of the Meeting was published according to the legal requirements in the "Luxemburger Wort" a Luxembourg daily newspaper and in the "Mémorial C" on June 11, 2013 and June 20, 2013 as evidenced by the documents presented to the Meeting and in accordance with article 26 of the Articles of Incorporation (i) notice of this Meeting together with a proxy card, a letter of explanation and a business reply envelope have been mailed to the Common Shareholders on the Company's Registers as of May 28, 2013 and (ii) notice of this Meeting together with a proxy card, the letter of explanation and a business reply envelope were also mailed to the holders of American Depositary Shares (ADSs) (each of which represents one Common Share of the Company) on the register of Deutsche Bank Trust Company Americas, Depositary for the ADSs, as of May 28, 2013.

• in order to attend the present Meeting, the Common Shares represented complied with the legal and statutory requirements.

• the present Meeting was therefore regularly convened and has the legal power to act on the items 1 to 9 inclusive of the agenda.

• The Chairman refers to the agenda as published in the "Luxemburger Wort" and the Mémorial C.

AGENDA

(1) To consider (i) the management reports of the Board of Directors of the Company in respect of the statutory and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, authorised statutory auditor ("réviseur d'entreprises agréé") on the statutory financial statements and the consolidated financial statements of the Company, for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at www.subsea7.com.
(2) to approve the statutory financial statements of the Company for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at www.subsea7.com.

(3) To approve the consolidated financial statements of the Company for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at www.subsea7.com.
(4) To approve the allocation of results including the payment of a dividend of the Company for the fiscal year ended December 31, 2012, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 12,
2013 to Shareholders (and on July 18, 2013 to holders of ADSs) of record as of July 5,
2013.
(5) To discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, 2012.
(6) To elect Deloitte S.A., Luxembourg as authorised statutory auditor ("réviseur d'entreprises agréé") to audit the statutory and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders.
(7) To approve the recommendation of the Board of Directors of the Company to adopt the
2013 Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.
(8) To re-elect Mr Allen Stevens as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.
(9) To re-elect Mr Dod Fraser as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.
The Meeting then deliberated on each of the agenda items and proceeded to a vote on each of them as follows:
1. To consider (i) the management reports of the Board of Directors of the Company in respect of the statutory and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, authorised statutory auditor ("réviseur d'entreprises agréé") on the statutory financial statements and the consolidated financial statements of the Company, for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at www.subsea7.com.
The Chairman tabled, (i) the reports of Deloitte S.A., 560, rue de Neudorf, L-2220 Luxembourg, Authorised Statutory Auditors of the Company and (ii) the reports by the Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company for the fiscal year ended December 31, 2012 as published on March 21, 2013 and as are available on the Company's website at: www.subsea7.com. A copy of each of the reports was ordered to be filed with the Minutes of the Meeting.
FOR: 191,456,378 AGAINST: 3,021 ABSTAINING: 16,220
2. to approve the statutory financial statements of the Company for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at www.subsea7.com.
The Chairman proposed to approve the unconsolidated financial statements of the Company for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at: www.subsea7.com.
FOR: 191,455,627 AGAINST: 1,772 ABSTAINING: 18,220

3. to approve the consolidated financial statements of the Company for the fiscal year ended

December 31, 2012, as published on March 21, 2013 and as are available on the Company's
website at www.subsea7.com.
The Chairman proposed to approve the consolidated financial statements of the Company for the fiscal year ended December 31, 2012, as published on March 21, 2013 and as are available on the Company's website at: www.subsea7.com.
FOR: 191,455,177 AGAINST: 1,772 ABSTAINING 18,670

4. to approve the allocation of results including the payment of a dividend of the Company for the fiscal year ended December 31, 2012, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 12, 2013 to Shareholders (and on July 18, 2013 to holders of ADSs) of record as of July 5, 2013.

The Chairman proposed to approve the profit for the period of $ 197,915,000 and to approve the payment of a dividend of the Company for the fiscal year ended December 31, 2012, as recommended by the Board of Directors of the Company, namely a dividend of $0.60 per Common Share, payable on July 12, 2013 to Shareholders (and on July 18, 2013 to holders of ADSs) of record as of July 5, 2013.
FOR: 191,464,380 AGAINST: 232 ABSTAINING: 11,007

5. to discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, 2012;

The Chairman proposed to the Meeting to discharge the Directors of the Company in respect of the proper performance of their duties for the fiscal year ended December 31, 2012.
FOR: 184,852,773 AGAINST: 595,527 ABSTAINING: 6,027,319
6. to elect Deloitte S.A., Luxembourg as authorised statutory auditor ("réviseur d'entreprises agréé") to audit the unconsolidated and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders.
The Chairman proposed to elect Deloitte S.A., 560, rue Neudorf, L-2220 Luxembourg, as authorised statutory auditor of the Company to audit the consolidated and unconsolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders.
FOR: 189,799,443 AGAINST: 1,615,124 ABSTAINING: 61,052

7. To approve the recommendation of the Board of Directors of the Company to adopt the 2013

Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.
The Chairman proposed to approve the recommendation of the Board of Directors of the Company to adopt the 2013 Subsea 7 S.A. Long Term Incentive Plan as available on the Company's website at www.subsea7.com.
FOR: 190,829,243 AGAINST: 498,174 ABSTAINING: 148,202

8. to re-elect Mr Allen Stevens as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.


The Chairman proposed to re-elect Mr Allen Stevens as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.
FOR: 190,472,401 AGAINST: 802,526 ABSTAINING: 200,692

9. to re-elect Mr. Dod Fraser as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.

The Chairman proposed to re-elect Mr. Dod Fraser as a Director of the Company to hold office until the Annual General Meeting of Shareholders to be held in 2015 or until his successor has been duly elected.
FOR: 190,524,277 AGAINST: 726,609 ABSTAINING: 224,733
The Chairman noted that resolutions 1 to 9 inclusive had been approved.
There being no further business to come before the Meeting, the Chairman closed the Meeting at
4.15 p.m.
Luxembourg, June 28, 2013

C. BONVALET C. MATHU

M. SCHINNER

N. LOUYS

Ballot-judges

Secretary

Chairman

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