Acergy S.A.

Articles of Incorporation

CHAPTER 1. NAME, REGISTERED OFFICE, OBJECTS, DURATION

Article 1: There is incorporated a Luxembourg holding company in the form of a limited liability company.

It will be styled Acergy S.A.

Article 2: The registered office of the Company is situated in Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by resolution of the Board of Directors.

When extraordinary events of political, economic or social policy occur or shall be imminent, which might interfere with the normal business at the registered office or with the easy communication between such office and foreign parts, the registered office may be declared to have been transferred abroad provisionally until the complete cessation of these abnormal circumstances; without this measure, however, having any effect on the nationality of the Company, which, notwithstanding this provisional transfer of the registered office, shall remain of Luxembourg nationality.

A similar declaration of the transfer of the registered office of the Company shall be made and brought to the attention of third parties by one of the executive departments of the Company, which has power to bind it for current and everyday acts of management.

The Board of Directors shall also have the right to set up offices, administrative centers, agencies and subsidiaries wherever it shall see fit, either within or outside the Grand Duchy of Luxembourg.

Article 3: The objects of the Company are to invest in subsidiaries which will provide subsea construction, maintenance, inspection, survey and engineering services, predominantly for the offshore oil and gas industry.

More generally, the Company may participate in any manner in all commercial, industrial, financial and other enterprises of Luxembourg or foreign nationality through the acquisition by participation, subscription, purchase, option or by any other means of all shares, stocks, debentures, bonds or securities; the acquisition of patents and licenses which it will administer and exploit; it may lend or borrow with or without security, provided that any monies so borrowed may only be used for the purposes of the Company, or companies which are subsidiaries of or associated with or affiliated to the Company; in general it may undertake any operations directly or indirectly connected with these objects whilst nevertheless remaining within the limits set out by the law on holding companies of the thirty-first of July, nineteen hundred and twenty-nine.

Article 4: The Company is incorporated for an unlimited period. It may be wound up in accordance with legal requirements.

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CHAPTER 2. CAPITAL, SHARES, BOND-ISSUES

Article 5: The authorized capital of the Company is fixed at Four Hundred and Sixty Million United States Dollars (U.S. $460,000,000) to be represented by (a) Two Hundred and Thirty Million (230,000,000) Common Shares, par value Two United States Dollars (U.S. $2.00) per share. Any authorized but unissued Common Shares shall lapse five (5) years after publication of the Articles of Incorporation, or any amendment thereto, in the Memorial.

The issued capital of the Company is set at Three Hundred and Eighty-Five Million Five Hundred and Fifty-Three Thousand Nine Hundred and Sixty-Eight United States Dollars (U.S.$385,553,968) represented by One Hundred and Ninety-Two Million Seven Hundred and Seventy-Six Thousand Nine Hundred and Eighty-Four (192,776,984) Common Shares, par value Two United States Dollars (U.S. $2.00 ) per share, all of said shares being fully paid.

The Board of Directors or delegate(s) duly appointed by the Board may from time to time issue shares out of the total authorized shares at such times and on such terms and conditions, including the issue price, as the Board or its delegates may in its or their decision resolve. The holders of Common Shares shall be entitled to pre-emptive rights in respect of any future issue of Common Shares for cash. The Board of Directors may suppress the pre-emptive rights of the shareholders to the extent it deems relevant, in particular:

(a) to issue Common Shares for cash whether in a private transaction or in a public offering at such price as determined by the Board of Directors of the Company (including below market value if deemed by the Board of Directors to be in the best interest of the Company) in order to enlarge or diversify the shareholder base through the entry of new investors, and

(b) to issue, or offer to issue, Common Shares in connection with participation, financing, joint venture or other strategic proposals, strategies or projects and/or to secure financing if the Board of Directors of the Company determines same to be in the best interest of the Company (including below market value if deemed by the Board of Directors to be in the best interest of the Company), provided that no Common Shares shall be so issued pursuant to subsections (a) or (b) hereof at a price of less than seventy-five percent (75%) of the market value determined by the average closing price for such Common Shares on the Oslo Stock Exchange (or the average closing price for American Depositary Shares (ADSs) on The Nasdaq Stock Market, Inc., if applicable) for the ten most recent trading days prior to such transaction, and further provided that Common Shares shall be issued otherwise on the terms and conditions set forth in such Report, including where the issue price is less than the par value of a Common Share (U.S. $2.00), the Board of Directors shall be authorized to proceed with any such transaction and to transfer from the paid-in

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