Execution of Business Combination Agreement

Press release | June 16 2016

Execution of Business Combination Agreement PARIS and HOUSTON, June 16, 2016 /PRNewswire/ -- Technip (Euronext: TEC) and FMC Technologies, Inc. (NYSE: FTI) today announced that the companies executed a Business Combination Agreement (BCA) on June 14, 2016 regarding their proposed merger announced on May 19, 2016. The execution of the BCA follows conclusion of the required work council consultation process in Europe.

With the signing of the BCA, we have reached an important milestone paving the way to building a unique offering, driving change by redefining the production and transformation in the oil and gas industry, said Thierry Pilenko, Technip Chairman and Chief Executive Officer, who will serve as Executive Chairman of the combined company, TechnipFMC.

Doug Pferdehirt, President and Chief Operating Officer of FMC Technologies, who will serve as the CEO of TechnipFMC, added, The combination ofFMC Technologies and Technip is an exciting opportunity for both companies to shape the future of the oil and gas industry by accelerating technology innovation, integrating and improving project execution and reducing costs for customers. Having concluded the consultation process so quickly is a testament to the logic and strategic rationale of this merger.

The BCA is available on the U.S. Securities and Exchange Commission (SEC) website as an EDGAR filing and on the websites of Technip and FMC Technologies.

The transaction is expected to close in early 2017, subject to the approvals of Technip and FMC Technologies shareholders, regulatory approvals and consents, as well as other customary closing conditions.

The companies will combine in an all-stock merger transaction to create a global leader that will drive change by redefining the production and transformation of oil and gas. Each companys shareholders will own close to 50 percent of the combined company.

In addition, Bpifrance supports the transaction and has confirmed to Technip and FMC Technologies that all its governing bodies have approved the terms of the support agreement, in particular the commitment to vote in favor of the resolutions regarding the transaction which will be submitted toTechnips shareholders meeting, subject notably to Technip Board of Directors favorable recommendation. Given that it had previously been agreed that Bpifrance will have a seat on the board of directors of TechnipFMC, Bpifrance will retain its Technip shares until the completion of the transaction, with the ability to increase its shareholding up to a maximum 6% of the share capital of TechnipFMC, on a fully-diluted basis, for a two-year period starting at completion of the transaction.

Transaction Highlights

Strategic Highlights

Creates a leader in Subsea, Surface and Onshore/Offshore, driven by technology and innovation

Builds a comprehensive and flexible offering across each market from concept to project delivery and beyond

Accelerates growth: broader portfolio of solutions will increase innovation, improve execution, reduce costs and enhance customer success

The combined company will be called TechnipFMC. It brings together two complementary market leaders and their talented employees, building on the proven success of their existing alliance, enabling rapid integration.

Financial Highlights

Combined 2015 revenue of $20 billion and EBITDA(1) of $2.4 billion; $20 billion backlog on March 31, 2016

All-stock transaction: Technip shareholders to receive 2.0 shares of the combined company for each share of Technip; FMC Technologies shareholders to receive 1.0 share of the combined company for each share of FMC Technologies; TechnipFMC to be listed on the New York and Paris stock exchanges

Expected to deliver at least $400 million in annual pretax cost synergies in 2019

Significantly accretive to both companies earnings per share

One of the strongest balance sheets in the industry

(1) EBITDA before restructuring, impairment and other exceptional items as defined by both companies in their respective previous public filings

About Technip

Technip is a world leader in project management, engineering and construction for the energy industry. From the deepest Subsea oil & gas developments to the largest and most complex Offshore and Onshore infrastructures, our 32,500 people are constantly offering the best solutions and most innovative technologies to meet the worlds energy challenges. Present in 45 countries, Technip has state-of-the-art industrial assets on all continents and operates a fleet of specialized vessels for pipeline installation and subsea construction. Technip shares are listed on the Euronext Parisexchange, and its ADR is traded in the U.S. on the OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY). Visit us atwww.technip.com

About FMC Technologies

FMC Technologies, Inc. (NYSE: FTI) is the global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. We help our customers overcome their most difficult challenges, such as improving shale and subsea infrastructures and operations to reduce cost, maintain uptime, and maximize oil and gas recovery. The company has approximately 16,500 employees and operates 29 major production facilities and services bases in 18 countries. Visit www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more information.

Important Information for Investors and Securityholders

Forward-Looking Statements

This communication contains forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the Securities Act), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act).

LINK:	https://www.technipfmc.com/en/media/press-releases/2016/06/execution-o...
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