Bpifrance Participations SA entered into a Share Purchase Agreement to acquire an 51.1% stake in Technip Energies N.V from TechnipFMC plc (NYSE:FTI) for $200 million on January 7, 2021. Bpifrance will acquire the number of shares equal to the purchase price divided by i) the volume-weighted average price per share of Technip Energies shares on Euronext Paris over the thirty consecutive trading days beginning on the first trading day after the Distribution Date (the “VWAP Period”), as such volume-weighted average price per share is reported by Euronext Paris (or, if Euronext Paris is not available for any reason, Bloomberg) or, if not reported by such source, is calculated on the last trading day of the VWAP Period with daily volume-weighted average price per share and daily volumes reported at the close of each trading day by Euronext Paris (or, if Euronext Paris is not available for any reason, Bloomberg), calculated to four decimal places multiplied by (ii) 0.94 Bpifrance's ownership (excluding shares Bpifrance will receive in the Distribution for its current holdings) will be collared between 11.82% (the “Floor”) and 17.25% (the “Cap”). If the number of shares owed to Bpifrance exceed the Cap, its ownership will be maintained at the Cap and the Purchase Price will be reduced accordingly. If the number of shares owed to Bpifrance following the VWAP Period is below the Floor, Bpifrance is entitled to terminate the Share Purchase Agreement, and if Bpifrance decides to do so, TechnipFMC will refund the Purchase Price. The Purchase Price is also subject to a 6% discount. If the number of shares owed to Bpifrance exceed the Cap, its ownership will be maintained at the Cap and the Purchase Price will be reduced accordingly. If the number of shares owed to BPI following the VWAP Period is below the Floor, Bpifrance is entitled to terminate the Share Purchase Agreement, and if BPI decides to do so, TechnipFMC will refund the Purchase Price. Technip Energies will be incorporated in the Netherlands with its headquarters in Paris. Pursuant to the Relationship Agreement, Bpifrance will have the right to propose to the Board (i) two nominees, so long as it owns at least 18% of the outstanding number of Technip Energies shares and ADRs, in the aggregate, and (ii) one nominee, so long as it owns at least 5%, but less than 18%, of the outstanding number of Technip Energies shares and ADRs, in the aggregate. Post completion, TechnipFMC will own 49.9% stake in Technip Energies.

The transaction is subject to the following: i) the transactions set forth in the Separation Agreement, including the Distribution, will have been consummated in all material respects; ii) all the competition law approvals shall have been obtained prior to May 31, 2021; iii) the pro forma gross financial indebtedness of Technip Energies (on a consolidated basis) as of the Distribution Date shall not exceed an aggregate amount of $900 million, of which no more than $150 million shall be commercial paper; iv) regulatory approvals and v) the corporate office and headquarters of Technip Energies (including the management and main corporate functions) shall be located in France.

Christopher R. Drewry of Latham & Watkins LLP and Paul Cronheim of De Brauw Blackstone Westbroek N.V. acted as legal advisors for TechnipFMC. Pierre-Yves Chabert of Cleary Gottlieb Steen & Hamilton LLP (France) acted as legal advisor for Bpifrance. Rothschild & Co acted as financial advisor of TechnipFMC.