Press Release

Any decision to invest in the securities for which the admission to trading on a regulated market is being requested should be based on consideration of the Prospectus as a whole by the investor.

Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, according to the national legislation of the Member States of the European Economic Area or parties to the agreement on the European Economic Area where the claim is brought, have to bear the costs of translating the Prospectus before legal proceedings are initiated.

Persons who have presented this summary, including any translation thereof and requested its notification pursuant to Article 212-41 of the AMF General Regulation, may be subject to civil liability only if the content of this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus, or if it does not provide, when read together with other parts of the Prospectus, key information in order to assist investors who are considering investing in these securities.

TechnipFMC is currently a wholly owned subsidiary of FMCTI. On December 9, 2015, TechnipFMC was incorporated under the laws of England and Wales as a private limited company under the name FMC Technologies SIS Limited, for the purpose of entering into the Business Combination Agreement. On August 4, 2016, the legal name of TechnipFMC was changed to TechnipFMC Limited. On January 11, 2017, TechnipFMC, formerly a private limited company, was re-registered as a public limited company incorporated under the laws of England and Wales.

TechnipFMC has not conducted any business operations other than those which are incidental to its formation, to enter into the MOU, the Business Combination Agreement and the Merger Terms and in connection with the transactions contemplated by these agreements. As of the date of this Prospectus, TechnipFMC does not beneficially own any FMCTI Shares or Technip Shares.

Following the Mergers, TechnipFMC will be the holding company of the combined businesses of FMCTI and Technip, and TechnipFMC Shares will be listed on the NYSE and Euronext Paris.

Following the Mergers, TechnipFMC will:

• be a leader in Subsea, Surface and Onshore/Offshore, driven by technology and innovation;
• build a comprehensive and flexible offering across each market from concept to project delivery and beyond; and
• accelerate growth with a broader portfolio of solutions which will increase innovation, improve execution, reduce costs and enhance customer success.

The principal executive offices of TechnipFMC are located at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom and its telephone number at that address is +44 203 429 3950.

FMC Technologies, Inc.

FMCTI, a Delaware corporation, is a global market leader in subsea systems and a leading provider of technologies and services to the oil and gas industry. FMCTI, which became a standalone company in 2001, designs, manufactures and services technologically sophisticated systems and products, including subsea production and processing systems, surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine loading systems for the energy industry. As of December 31, 2016, FMCTI had approximately 14,300 full-time employees, comprised of approximately 4,300 in the United States and approximately 10,000 in non-U.S. locations.

FMCTI operates under three reportable segments:

• Subsea Technologies — designs and manufactures products and systems and provides services used by oil and gas companies involved in deepwater exploration and production of crude oil and natural gas. The core competencies of this segment are FMCTI’s technology and engineering expertise. FMCTI’s systems control the flow of crude oil and natural gas from producing wells. FMCTI specializes in offshore production systems and has manufacturing facilities near the world’s principal offshore oil and gas producing basins. FMCTI primarily markets its products through its own technical sales organization.
• Surface Technologies — designs and manufactures products and systems and provides services used by oil and gas companies involved in land and offshore exploration and production of crude oil and natural gas. FMCTI designs, manufactures and supplies technologically advanced wellhead systems and high pressure valves and pumps used in stimulation activities for oilfield service companies and provides flowback and wireline services for exploration and production companies in the oil and gas industry.
• Energy Infrastructure — manufactures and supplies liquid and gas measurement and transportation equipment and systems to customers involved in the production, transportation and processing of crude oil, natural gas and petroleum-based refined products.

FMCTI Shares are listed on the NYSE under the symbol “FTI”.

The principal executive offices of FMCTI are located at 5875 N. Sam Houston Parkway W., Houston, Texas 77086, United States, and its telephone number at that address is +1 281 591 4000.

Technip S.A.

Technip, a French société anonyme, is the holding company of a world leader in project management, engineering and construction for the energy sector and offers a comprehensive portfolio of innovative solutions and technologies. As of December 31, 2016, the Technip group employed a workforce of approximately 29,400 people from 118 nationalities. Technip operates on five continents and in 45 countries. Technip’s production facilities (for flexible pipes and umbilicals), manufacturing yard, logistics bases and spoolbases are located in Angola, Brazil, Finland, France, Indonesia, Malaysia, Norway, the United Kingdom and the United States. As of December 31, 2016, Technip held an interest in or operated 21 vessels specialized in subsea rigid and flexible pipelines, subsea construction and diving support, four of which are under construction.

Technip possesses integrated capacity and recognized expertise in Subsea, Onshore and Offshore. Technip is active in two segments of the global oil and gas industry, Subsea and Onshore/Offshore, which are described as follows:

• Subsea — provides integrated design, engineering, manufacturing and installation services for infrastructure and subsea pipe systems used in oil and gas production and transportation. Technip is considered as one of the world leaders in the Subsea construction sector. Technip’s focus on developing technologies allows Technip to offer its own technologies both as products and for installation processes.
• Onshore/Offshore — covers all types of onshore facilities related to the production, treatment and transportation of oil and gas, as well as transformation with petrochemicals such as ethylene, polymers and fertilizers.

Technip Shares are listed on Euronext Paris under the symbol “TEC”. Technip’s American Depositary Receipts are traded in the United States in the OTCQX marketplace of the OTC Markets Group.

The principal executive offices of Technip are located at 89, avenue de la Grande Armée, 75116 Paris, France, and its telephone number at that address is +33 1 47 78 24 00.

Forsys Subsea Limited

Forsys Subsea, a private limited company incorporated under the laws of England and Wales on June 1, 2015, is an affiliated company in the form of a 50/50 joint venture between FMCTI and Technip. Forsys Subsea combines the proprietary technologies of FMCTI and Technip to offer front-end engineering design services aimed at identifying opportunities through new technologies, services and standardization of equipment to significantly reduce the cost of subsea field development and maximize well performance. The 2015 agreement between FMCTI and Technip and the formation of Forsys Subsea also created an alliance between FMCTI and Technip and serves as the predecessor to the Mergers, and in part, the framework to a combined company.

TechnipFMC US Merger Sub, LLC

TechnipFMC US Merger Sub, LLC was formed under the laws of the State of Delaware on October 17, 2016 as a wholly owned indirect subsidiary of FMCTI. On January 9, 2017, FMCTI contributed its entire interest in the entity that wholly owns TechnipFMC US Merger Sub, LLC to TechnipFMC, making TechnipFMC US Merger Sub, LLC a wholly owned indirect subsidiary of TechnipFMC. TechnipFMC US Merger Sub, LLC has not conducted any business operations other than those incidental to its formation and in connection with the transactions contemplated by the Business Combination Agreement.

The principal executive offices of TechnipFMC US Merger Sub, LLC are located at 5875 N. Sam Houston Parkway W., Houston, Texas 77086, United States, and its telephone number at that address is +1 281 591 4000.

As announced by Technip on October 27, 2016:

• Technip teams are busy tendering on new projects, even if the picture is varied across geographic regions.
• Onshore/Offshore remains quite robust and Technip continues to see opportunities to get involved early with customers, positioning itself for future projects. The resilience of this segment is underpinned by Technip’s long-lasting client relationships, its front-end presence and its proprietary technology. Technip continues to be well positioned on a number of promising early stage Onshore/Offshore projects.
• In Subsea, Technip is seeing pockets of growing demand, for example greenfield in the North Sea, and sustained interest for long tiebacks and field extensions. Also, Technip clients continue to work with Technip on securing structural cost reduction in offshore developments. This interest has accelerated over the last six months through the Technip / FMCTI alliance, with 17 integrated early stage studies at the Forsys Subsea joint venture and Technip first follow-on business - a fast track development of the Lancaster field in the North Sea.
• Overall, Technip remains confident in its ability to drive change in its industry and therefore to enable its clients to make new offshore investments on a profitable basis, even in a low oil price environment.
• Turning to Technip full year 2016 objectives, Technip Subsea guidance is upgraded with adjusted revenues expected above €5 billion and adjusted OIFRA around €700 million, while Technip Onshore/Offshore guidance remains unchanged in every respect.
• Technip expects to enter 2017 with a good backlog and promising prospects, and intends to continue to drive costs down and focus on solid project execution. Based on these elements, Technip would expect for 2017: Subsea to deliver roughly stable adjusted margins on lower adjusted revenues and Onshore/Offshore to deliver rising adjusted profit and adjusted margins on slightly lower revenues.

FMC Technologies, Inc.

As disclosed by FMCTI in its report on Form 10-Q filed with the SEC on October 27, 2016:

• The low crude oil price environment over the last two years led many of FMCTI’s customers to reduce their capital spending plans or defer new deepwater projects. These capital spending reductions have had an adverse effect on FMCTI’s 2016 year-to-date inbound orders when compared to the prior year. However, in addition to continued project execution improvements, FMCTI has benefited from restructuring actions FMCTI took in 2015 by attaining more cost-effective manufacturing during 2016. FMCTI expects subsea revenues to decrease a third consecutive year in 2017; however, even with lower subsea revenue expectations, FMCTI believes the operational improvements and cost reductions made will protect operating margins and provide FMCTI with the capability to respond to the eventual market recovery.
• Although FMCTI expects to continue to reach payment milestones on many of FMCTI’s projects, FMCTI expects FMCTI’s consolidated operating cash flow position in 2016 to slightly decrease as a result of the negative impact the decline in commodity prices will have on FMCTI’s overall business. Given the recent downturn in the oilfield services industry, many of FMCTI’s key customers have requested price concessions. Additionally, FMCTI’s primary customer in Brazil has notified FMCTI of re-scheduling and potential cancellations of certain backlog deliveries. Consequently, any discounts, material product delivery delays or cancellations that may ultimately be mutually agreed to with FMCTI’s key customers may adversely affect FMCTI’s results of operations and cash flows.
• FMCTI’s customers are taking aggressive actions to lower their cost base. Accordingly, FMCTI remains focused on ways to reduce costs to FMCTI’s customers by offering cost-effective approaches to FMCTI’s customers’ project developments, including customer acceptance of integrated business models to help achieve their cost-reduction goals and accelerate achievement of first oil. Many FMCTI customers are actively exploring ways to utilize FMCTI’s standardized subsea production equipment as operators understand the cost and scheduling benefits that standardization brings to their projects.

Following Admission, it is expected that the structure chart of the group will be as follows:

[Object Omitted]

*Immediately following the consummation of the Mergers, it is expected that former Technip stockholders will own approximately 51.1% of TechnipFMC and former FMCTI stockholders will own approximately 48.9% of TechnipFMC, on a fully diluted basis as of January 4, 2017 (i.e., taking into account the effect of all the dilutive instruments, being performance shares and stock options for Technip and restricted stock units for FMCTI, using the treasury method).

**FMCTI will be held by TechnipFMC through one or more wholly owned holding companies.

No profit forecast nor estimate for TechnipFMC has been included in the Prospectus.

There are no qualifications in the audit reports on Technip, FMCTI or TechnipFMC historical financial information included in the Prospectus.

The shares mentioned above are ordinary shares with a nominal value of one U.S. dollar ($1) and will be fully paid upon completion of the Mergers. Those shares do not exist yet on the date of this Prospectus.

The TechnipFMC Shares will also be admitted to trading on the NYSE.

Denomination: “TechnipFMC”

ISIN code: GB00BDSFG982

Trading symbol: “FTI”

Trading of the TechnipFMC Shares on Euronext Paris will be in Euro.

Trading of the TechnipFMC Shares on the NYSE will be in U.S. dollar.

• the right to participate in dividends declared;
• the right to vote at meetings of stockholders;
• the right to transfer title to a share;
• the right to share in any surplus in the event of liquidation; and
• a right of pre-emption in respect of the issue of equity securities.

The TechnipFMC board of directors may, in its absolute discretion, refuse to register the transfer of securities in certificated form in certain circumstances in accordance with the TechnipFMC Articles.

Details of listing of TechnipFMC Shares are set forth in a notice released on January 6, 2017.

Upon the opening of business on the first trading day after the Technip Merger Effective Time (i.e., January 17, 2017), TechnipFMC Shares will be traded on the listing line “FTI” by Euronext.

The TechnipFMC Shares have been registered for issuance with the SEC and an application has also been approved for the TechnipFMC Shares to be listed, upon official notice of issuance, on the NYSE.

Following the effective date of the Mergers, it is expected that TechnipFMC will capitalize some or all of the reserves arising as a result of the Mergers by the allotment by TechnipFMC of a bonus share, which will be paid up using some or all of such reserves, such that the amount of such reserves, so applied, less the nominal value of the bonus share, would be applied as share premium and accrue to TechnipFMC’s share premium account.

It is then expected that TechnipFMC will implement a court-approved reduction of its capital in order to create distributable profits to support the payment of possible future dividends or future share repurchases.

Key risks relating to Technip, FMCTI and TechnipFMC and its industry are listed below:

• Risk Factors Relating to the Mergers
• The Business Combination Agreement may be terminated if certain tax opinions are not received.
• The Mergers will not be consummated until January 16, 2017 and each of the parties has limited rights to terminate the Business Combination Agreement until such date.
• Failure to complete the Mergers due to a termination of the Business Combination Agreement could negatively impact the stock price and the future business and financial results of FMCTI and Technip.
• The number of TechnipFMC Shares that Technip stockholders and FMCTI stockholders will receive respectively in the Technip Merger and the FMCTI Merger will be based on a fixed exchange ratio that will not be adjusted to reflect changes in the market value of Technip Shares or FMCTI Shares. The value of the TechnipFMC Shares that Technip and FMCTI stockholders receive upon completion of the Mergers could vary based on changes in the market value of Technip Shares and FMCTI Shares.
• The trading of TechnipFMC Shares after completion of the Mergers may cause the market price of TechnipFMC Shares to fall.
• After the Mergers, stockholders of both companies will have a reduced ownership and voting interest in the combined company than they currently have and will exercise less influence over management.
• Some of the termination rights may be waived by Technip or FMCTI without resoliciting Technip or FMCTI stockholder approval of the proposals approved by them.
• Technip and FMCTI may have difficulty attracting, motivating and retaining executives and other key employees due to uncertainty associated with the Mergers.
• Technip’s and FMCTI’s business relationships may be subject to disruption due to uncertainty associated with the Mergers.
• The respective opinions of Technip’s and FMCTI’s financial advisors will not reflect changes in circumstances between the signing of the MOU and completion of the Mergers.
• The ruling requested from the French tax authorities in connection with the Technip Merger could be denied or revoked after being obtained.
• Risk Factors Relating to the Mergers that May Adversely Affect Holders of Technip Shares
• The IRS may not agree that the Technip Merger is a tax-free reorganization.
• Risk Factors Relating to the Combined Company Following Completion of the Mergers
• The combined company may not realize the cost savings, synergies and other benefits that the parties expect to achieve from the Mergers.
• TechnipFMC’s industry is undergoing consolidation that may impact its results of operations.
• Following completion of the Mergers, TechnipFMC may not be included in the S&P 500 or the CAC 40.
• Technip and FMCTI will incur significant transaction and merger-related costs in connection with the Mergers.
• Certain of the combined company’s debt instruments will require it to comply with certain covenants.
• The market price of TechnipFMC Shares after the Mergers may be affected by factors different from those that may currently affect the market price of Technip Shares and FMCTI Shares.
• TechnipFMC Shares to be received by Technip stockholders and FMCTI stockholders as a result of the Mergers will have rights different from the Technip Shares and FMCTI Shares they hold prior to the Effective Times of the Mergers.
• The TechnipFMC Articles provide that the courts of England and Wales have exclusive jurisdiction to determine any and all disputes brought by a TechnipFMC stockholder (whether in its own name or in the name of TechnipFMC) against TechnipFMC and/or the TechnipFMC board of directors and/or any of the directors of TechnipFMC and it may be difficult to enforce judgments against TechnipFMC obtained in the U.S. or French courts.
• The combined company’s inability to integrate recently acquired businesses or to successfully complete future acquisitions could limit its future growth or otherwise be disruptive to its ongoing business.
• The combined company’s information technology systems may be vulnerable to hacker intrusion, malicious viruses and other cybercrime attacks, which may harm its business and expose the combined company to liability.
• The combined company will be exposed to significant risks in relation to compliance with anti-corruption laws and regulations and economic sanctions programs.
• The IRS may not agree with the conclusion that TechnipFMC should be treated as a foreign corporation for U.S. federal tax purposes.
• It is uncertain whether Section 7874 will impose an excise tax on gain recognized by certain individuals.
• Future changes to U.S. and foreign tax laws could adversely affect TechnipFMC.
• U.S. tax laws and/or IRS guidance could affect TechnipFMC’s ability to engage in certain acquisition strategies and certain internal restructurings.
• Recent IRS proposed regulations and/or changes in laws or treaties could adversely affect the TechnipFMC group.
• TechnipFMC may not qualify for benefits under the tax treaties entered into between the United Kingdom and other countries.
• The effective tax rate that will apply to TechnipFMC is uncertain and may vary from expectations.
• TechnipFMC and its subsidiaries will be subject to tax laws of numerous jurisdictions, and the interpretation of those laws is subject to challenge by the relevant governmental authorities.
• French tax authorities may seek to treat TechnipFMC as tax resident in France.
• TechnipFMC intends to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant tax authorities may treat it as also being a resident of another jurisdiction for tax purposes.
• As an English public limited company, certain capital structure decisions may require stockholder approval which may limit TechnipFMC’s flexibility to manage its capital structure.
• English law will require that TechnipFMC meet certain additional financial requirements before it declares dividends or repurchases shares following the Mergers.
• Transfers of TechnipFMC Shares may be subject to U.K. stamp duty or U.K. stamp duty reserve tax, which could potentially increase the cost of dealing in TechnipFMC Shares as compared to Technip or FMCTI Shares.
• DTC and Euroclear Paris may not accept TechnipFMC Shares for deposit and clearing within their facilities or may cease to act as depository and clearing agencies for TechnipFMC Shares.
• TechnipFMC’s actual financial positions and results of operations may differ materially from the unaudited pro forma financial data included in this Prospectus.
• The financial analyses and projections considered by FMCTI, Technip and their respective financial advisors may not be realized.
• The combined company is exposed to foreign currency exchange risk.
• The level of any dividend paid in respect of TechnipFMC Shares is subject to a number of factors, and there can be no assurance that TechnipFMC will pay dividends at the payout level which may be expected by the investors or at all.
• Stockholders could be diluted in the future, which could also adversely affect the market price of TechnipFMC Shares.
• The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and the business of the combined company, which could materially reduce the value of the TechnipFMC Shares.
• TechnipFMC Shares will trade in Euros and in U.S. dollars.
• Any future TechnipFMC dividends would be declared in U.S. dollars.
• Risk Factors Relating to Technip’s Business
• Technip is party to contracts that expose it to material risks, which could cause Technip to incur losses on its projects.
• Unforeseen additional costs could reduce Technip’s margin on lump sum contracts.
• New capital asset construction projects for vessels and plants are subject to risks, including delays and cost overruns, which■could have a material adverse effect on Technip’s financial condition and results of operations.
• Technip faces risks relating to subcontractors, suppliers and customers.
• Technip depends on third-party IP providers.
• Equipment or mechanical failure could impact project costs and negatively impact Technip’s financial results.
• Technip’s operations could be impacted by terrorist acts, uprisings, wars or social unrest, whether nationally or internationally, and by the consequences of such events. Furthermore, a number of projects are located in countries where political, economic and social instability could disrupt Technip’s operations.
• Technip’s operations may cause harm to persons and assets, which could damage Technip’s reputation or cause it to incur substantial costs.
• Technip depends on the functioning of its information systems, which may not function or be subject to attack.
• Technip may become the target of fraudulent acts.
• The success of joint ventures or consortia in which Technip participates depends on the satisfactory performance of its partners’ obligations.
• Technip has made, and may continue to make, certain acquisitions, the impact of which may be less favorable than anticipated, or may affect its financial position or prospects.
• Technip may not be able to retain its key personnel or attract the qualified employees it may need to maintain and develop its know-how.
• Technological progress may render the technologies used by Technip obsolete.
• Increasing competitive pressure may continue to drive prices and could result in fewer contracts meeting Technip’s margin criteria.
• A financial or economic crisis may impact the market for loans, letters of credit, bank guarantees and other guarantees necessary to Technip’s operations.
• The decrease in available export credits and bank loans may render the financing of certain projects more difficult for Technip’s clients.
• A reduction in investment in the oil industry could cause Technip’s projects to be postponed or cancelled, which could negatively affect Technip’s revenues and profits.
• Technip’s operations may suffer from adverse weather conditions.
• Technip’s current or former facilities are subject to environmental protection and industrial risk prevention regulations.
• Climate change may adversely impact Technip’s operations and income.
• Technip could be held responsible for occupational diseases of its employees.
• Stricter regulations regarding national content and social standards may expose Technip to higher costs, liability and reputational damage.
• Pirates endanger Technip’s maritime employees and assets.
• Technip’s employees and operators are subject to air travel risks.
• Changes in laws or regulations may have a negative impact on Technip’s business.
• Changes in tax regulations or interpretations may negatively affect Technip’s tax position.
• Technip may fail to effectively protect its intellectual property, resulting in a loss of its competitive advantage and revenues.
• Technip may be involved in costly and burdensome legal proceedings with clients, partners, subcontractors, employees and tax or regulatory authorities.
• Technip faces risks relating to the expected exit of the United Kingdom from the European Union.
• Technip’s prior work in Iran related to certain past projects may be subject to U.S. sanctions, which could have an adverse impact on its business.
• Technip is exposed to credit/counter-party risk.
• Technip is exposed to liquidity risk.
• Technip is exposed to currency risk, interest rate risk, commodity risk and other market risks.
• Technip’s insurance coverage may prove inadequate.
• Technip’s risk management policies and procedures may fail.
• Risk Factors Relating to FMCTI’s Business
• Demand for FMCTI’s products and services depends on oil and gas industry activity and expenditure levels, which are directly affected by trends in the demand for and price of crude oil and natural gas.
• Disruptions in the political, regulatory, economic and social conditions of the countries in which FMCTI conducts business could adversely affect its business or results of operations.
• The industries in which FMCTI operates or has operated exposes it to potential liabilities arising out of the installation or use of its products that could adversely affect its financial condition.
• FMCTI’s operations require it to comply with numerous U.S. and international regulations, violations of which could have a material adverse effect on its financial condition, results of operations or cash flows.
• Compliance with environmental laws and regulations may adversely affect FMCTI’s business and results of operations.
• FMCTI may lose money on fixed-price contracts.
• Disruptions in the timely delivery of FMCTI’s backlog could affect its future sales, profitability, and its relationships with its customers.
• Due to the types of contracts FMCTI enters into, the cumulative loss of several major contracts or alliances may have an adverse effect on its results of operations.
• Increased costs of raw materials and other components may result in increased operating expenses and adversely affect FMCTI’s results of operations or cash flows.
• A failure of FMCTI’s information technology infrastructure could adversely impact its business and results of operations.
• FMCTI’s success depends on its ability to implement new technologies and services.
• Uninsured claims and litigation against FMCTI, including intellectual property litigation, could adversely impact FMCTI’s financial condition, results of operations or cash flows.
• A deterioration in future expected profitability or cash flows could result in an impairment of FMCTI’s recorded goodwill.
• A downgrade in FMCTI’s debt rating could restrict its ability to access the capital markets.
• FMCTI’s industry is undergoing consolidation that may impact its results of operations.
• FMCTI’s businesses are dependent on the continuing services of certain of its key managers and employees.

• No trading market currently exists for TechnipFMC Shares.
• There has been no prior public market for TechnipFMC Shares, and the market price of TechnipFMC Shares may be volatile.
• TechnipFMC’s maintenance of two exchange listings may adversely affect liquidity in the market for TechnipFMC Shares and result in pricing differentials of TechnipFMC Shares between the two exchanges.

FMCTI Special Meeting

Last day of trading of the FMCTI Shares on the NYSE (given that January 16, 2017 is a federal holiday in the United States)

Completion of the Mergers

Opening of trading of the TechnipFMC Shares on Euronext Paris (9:00 a.m. CET)

Opening of trading of the TechnipFMC Shares on the NYSE (9:30 a.m. EST)

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