Common use of Conditions to the Scheme Clause in Contracts

Conditions to the Scheme. The implementation of the Proposal is, and the Scheme will become effective and binding on the Company and the Scheme Shareholders, subject to the fulfilment or waiver (as applicable) of the following conditions: (a) the approval of the Scheme (by way of poll) by a majority in number of the Disinterested Shareholders representing not less than 75% in value of the Shares held by the Disinterested Shareholders, present and voting either in person or by proxy at the Court Meeting, provided that: (i) the Scheme is approved ( by way of poll) by the Disinterested Shareholders holding at least 75% of the votes attaching to the Shares held by the Disinterested Shareholders that are voted either in person or by proxy at the Court Meeting; and (ii) the number of votes cast (by way of poll) by the Disinterested Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all Scheme Shares held by all the Disinterested Shareholders; (i) the passing of a special resolution by a majority of not less than three-fourths of the votes cast by the Shareholders present and voting in person or by proxy at the General Meeting to approve and give effect to the reduction of the share capital of the Company by cancelling and extinguishing the Scheme Shares; and (ii) the passing of an ordinary resolution by the Shareholders at the General Meeting to immediately thereafter increase the issued share capital of the Company and apply the reserve created as a result of the aforesaid cancellation of the Scheme Shares to pay up in full at par the New Shares, credited as fully paid, for issuance to the Offeror; (c) the Grand Court’s sanction of the Scheme (with or without modifications) and, to the extent necessary, its confirmation of the reduction of the share capital of the Company, and the delivery to the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court for registration; (d) compliance, to the extent necessary, with the procedural requirements and conditions, if any, under Sections 15 and 16 of the Companies Law in relation to the reduction of the issued share capital of the Company; (e) all necessary Authorizations which are material in the context of the Group taken as a whole and other registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal having been obtained from, given by or made with (as the case may be) the Relevant Authorities, in the Cayman Islands, Hong Kong and any other relevant jurisdictions; (f) all necessary Authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal under sub-paragraph (h) above remaining in full force and effect without variation, and all necessary statutory or regulatory obligations in all relevant jurisdictions having been complied with, and no requirement having been imposed by any Relevant Authorities which is not expressly provided for, or is in addition to requirements expressly provided for, in relevant laws, rules, regulations or codes in connection with the Proposal or any matters, documents (including circulars) or things relating thereto and which is material and adverse in the context of the Proposal or the Group taken as a whole, in each aforesaid case up to and at the time when the Scheme becomes effective; (g) all necessary consents which may be required for the implementation of the Proposal and the Scheme under any existing contractual obligations of the Company being obtained or waived by the relevant party(ies), where any failure to obtain such consent or waiver would have a material adverse effect on the business of the Group; and (h) (i) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Management Participation is fair and reasonable; (ii) the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Management Participation under the Takeovers Code; and (iii) the consent from the Executive to the Management Participation. The Offeror reserves the right to waive Conditions (e), (f) and (g) either in whole or in part, either generally or in respect of any particular matter. Conditions (a), (b), (c), (d) and (h) cannot be waived in any event. Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror may only invoke any or all of the Conditions as a basis for not proceeding with the Scheme if the circumstances which give rise to the right to invoke any such Condition are of material significance to the Offeror in the context of the Proposal. As of the date of this announcement, the Offeror is not aware of any such requirements under Conditions (e), (f) and (g). All of the above Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and the Grand Court may direct), failing which the Proposal and the Scheme will lapse. The Company has no right to waive any of the Conditions. 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19

Conditions to the Scheme. The implementation of the Proposal is, and the Scheme will become effective and binding on the Company and the Scheme all Shareholders, subject to the fulfilment or waiver (as applicable) of the following conditions: (a) the approval of the Scheme (by way of poll) by a majority in number of the Disinterested Shareholders representing not less than 75% in value of the Scheme Shares held by the Disinterested Shareholders, Scheme Shareholders present and voting either in person or by proxy at the Court Meeting, provided that: (i) the Scheme is approved ( (by way of poll) by the Disinterested Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Disinterested Shareholders that are voted either in person or by proxy at the Court Meeting; and (ii) the number of votes cast (by way of poll) by the Disinterested Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all Scheme Shares held by all the Disinterested Shareholders; (i) the passing of a special resolution by a majority of not less than three-three- fourths of the votes cast by the Shareholders present and voting in person or by proxy at an extraordinary general meeting of the General Meeting Company to approve and give effect to the reduction of the share capital of the Company by cancelling and extinguishing the Scheme Shares; and (ii) the passing of an ordinary resolution by the Shareholders at an extraordinary general meeting of the General Meeting Company to immediately thereafter increase the issued share capital of the Company and apply the reserve created as a result of the aforesaid cancellation of the Scheme Shares to pay up in full at par the New Shares, credited as fully paid, for issuance to the Offeror; (c) the Grand Court’s sanction of the Scheme (with or without modifications) and, to the extent necessary, and its confirmation of the reduction of the share capital of the Company, and the delivery to the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court for registration; (d) compliance, to the extent necessary, with the procedural requirements and conditions, if any, under Sections 15 and 16 of the Companies Law in relation to the reduction of the issued share capital of the Company; (e) all necessary Authorizations which are material in the context of the Group taken as a whole and other Authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal having been obtained from, given by or made with (as the case may be) the Relevant Authorities, in the Cayman Islands, Hong Kong and any other relevant jurisdictions; (f) all necessary Authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal under sub-paragraph (h) above remaining in full force and effect without variation, and all necessary statutory or regulatory obligations in all relevant jurisdictions having been complied with, with and no requirement having been imposed by any Relevant Authorities which is not expressly provided for, or is in addition to requirements expressly provided for, in relevant laws, rules, regulations or codes in connection with the Proposal or any matters, documents (including circulars) or things relating thereto and which is material and adverse in the context of the Proposal or the Group taken as a wholethereto, in each aforesaid case up to and at the time when the Scheme becomes effective; (g) all necessary consents which may be required for the implementation of the Proposal and the Scheme under any existing contractual obligations of the Company being obtained or waived by the relevant party(ies), where any failure to obtain such consent or waiver would have a material adverse effect on the business of the Group; and (h) no government, governmental, quasi-governmental, statutory or regulatory body, court or agency in any jurisdiction having taken or instituted any action, proceeding, suit, investigation or enquiry (ior enacted, made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order) that would make the receipt of an opinion from Proposal or the Independent Financial Adviser to the Independent Board Committee confirming that the Management Participation is fair and reasonable; (ii) the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Management Participation under the Takeovers Code; and (iii) the consent from the Executive to the Management ParticipationScheme or its implementation in accordance with its terms void, unenforceable, illegal or impracticable. The Offeror reserves the right to waive Conditions conditions (e), (f), (g) and (gh) either in whole or in part, either generally or in respect of any particular matter. Conditions (a), (b), (c), (d) and (hd) cannot be waived in any event. Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror may only invoke any or all of the Conditions as a basis for not proceeding with the Scheme if the circumstances which give rise to the right to invoke any such Condition are of material significance to the Offeror in the context of the Proposal. As of the date of this announcement, the Offeror is not aware of any such requirements under Conditions (e), (f) and (g). All of the above Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and the Grand Court may direct), failing which the Proposal and the Scheme will lapse. The Company has no right to waive any of the Conditions. 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19.

Conditions to the Scheme. The implementation of Scheme (including the Proposal is, and the Scheme will become effective and binding on the Company and the Scheme Shareholders, Contribution) shall be subject to the fulfilment or waiver by each of the parties to this Agreement (as applicablesubject to Applicable Laws) of the following conditions: (ai) Spring shareholders shall have approved the Scheme by the required majority of votes at the Court Meeting and a general meeting of Spring shareholders shall have passed a special resolution approving (A) the approval repurchase and cancellation of the Spring Shares, (B) the Combination pursuant to Article 77 of Spring’s Articles of Association and (C) an amendment to Spring’s Articles of Association, conditional upon Completion, to provide that Spring Shares issued at or after the Effective Time other than to Autumn will be automatically repurchased and cancelled by Spring and Autumn will in return issue Autumn Shares on the same terms as under the Scheme (by way of pollif appropriate) by a majority in number of (such approvals, together the Disinterested Shareholders representing not less than 75% in value of the Shares held by the Disinterested Shareholders, present and voting either in person or by proxy at the Court Meeting, provided that: (i) the Scheme is approved ( by way of poll) by the Disinterested Shareholders holding at least 75% of the votes attaching to the Shares held by the Disinterested Shareholders that are voted either in person or by proxy at the Court Meeting“Spring Shareholder Approval”); and (ii) A general meeting of Autumn shall have passed a resolution (A) approving the number Combination, (B) adopting the Amended and Restated Autumn Articles and changing the name of votes cast Autumn to “Subsea 7 S.A.” (by way C) resolving to increase Autumn’s authorised share capital to USD 900,000,000, (D) approving the composition of pollAutumn’s board of directors (and appointing such directors) by as contemplated in Clause 4.1, and (E) where necessary, adopting the Disinterested Shareholders present Spring Stock Plans, each of (B), (D) and voting either in person (E) being subject to Completion (the “Autumn Shareholder Approval”) b. None of the parties hereto shall be subject to any decree, order or by proxy at the Court Meeting against the resolution to approve injunction of a court of competent jurisdiction, which prohibits or prevents the Scheme at or the Court Meeting is not more than 10% of the votes attaching to all Scheme Shares held by all the Disinterested ShareholdersContribution becoming effective in accordance with its terms; (i) the passing of a special resolution by a majority of not less than three-fourths of the votes cast by the Shareholders present and voting in person or by proxy at the General Meeting to approve and give effect to the reduction of the share capital of the Company by cancelling and extinguishing the Scheme Shares; and (ii) the passing of an ordinary resolution by the Shareholders at the General Meeting to immediately thereafter increase the issued share capital of the Company and apply the reserve created as a result of the aforesaid cancellation of the Scheme Shares to pay up in full at par the New Shares, credited as fully paid, for issuance to the Offeror; (c) the Grand Court’s c. The sanction of the Scheme (with or without modificationsmodification (but subject to any such modification being acceptable to Spring and Autumn) and, to by the extent necessary, its confirmation Court and the filing of the reduction of the share capital of the Company, and the delivery to the Registrar of Companies in Court Order with the Cayman Islands Registrar of a copy of the order of the Grand Court for registration; (d) compliance, to the extent necessary, with the procedural requirements and conditions, if any, under Sections 15 and 16 of the Companies Law in relation to the reduction of the issued share capital of the Company; (e) all necessary Authorizations which are material in the context of the Group taken as a whole and other registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal having been obtained from, given by or made with (as the case may be) the Relevant Authorities, in the Cayman Islands, Hong Kong and any other relevant jurisdictions; (f) all necessary Authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the Proposal under sub-paragraph (h) above remaining in full force and effect without variation, and all necessary statutory or regulatory obligations in all relevant jurisdictions having been complied with, and no requirement having been imposed by any Relevant Authorities which is not expressly provided for, or is in addition to requirements expressly provided for, in relevant laws, rules, regulations or codes in connection with the Proposal or any matters, documents (including circulars) or things relating thereto and which is material and adverse in the context of the Proposal or the Group taken as a whole, in each aforesaid case up to and at the time when the Scheme becomes effective; (g) all necessary consents which may be required for the implementation of the Proposal and the Scheme under any existing contractual obligations of the Company being obtained or waived by the relevant party(ies), where any failure to obtain such consent or waiver would have a material adverse effect on the business of the Group; and (h) (i) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Management Participation is fair and reasonable; (ii) the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Management Participation under the Takeovers Code; and (iii) the consent from the Executive to the Management Participation. The Offeror reserves the right to waive Conditions (e), (f) and (g) either in whole or in part, either generally or in respect of any particular matter. Conditions (a), (b), (c), (d) and (h) cannot be waived in any event. Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror may only invoke any or all of the Conditions as a basis for not proceeding with the Scheme if the circumstances which give rise to the right to invoke any such Condition are of material significance to the Offeror in the context of the Proposal. As of the date of this announcement, the Offeror is not aware of any such requirements under Conditions (e), (f) and (g). All of the above Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and the Grand Court may direct), failing which the Proposal and the Scheme will lapse. The Company has no right to waive any of the Conditions. 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19Companies.