potential dilution - Technip AR2012

As of December 31, 2012, the total number of shares that may be issued pursuant to the exercise of outstanding share subscription options described in the tables above is 3,177,490 shares having a par value of €0.7625 per share, representing approximately 2.81%

of the Company’s share capital as of that date and assuming the performance criteria have been satisfied in full.

As of February 28, 2013, the potential dilutive effect of the

The share purchase options or share subscription options granted to, or exercised by, each director and officer during financial year 2012 are detailed in Tables 4 and 5 in Section 15.1.1 of this Reference Document.

The share purchase options or share subscription options granted to and exercised by the 10 employees of the Company (other than directors and officers (mandataires sociaux)) with the largest number of options during financial year 2012 are detailed in Table 9 in Section 15.1.1 of this Reference Document.

17.2. Participating interests and share subscription options or share purchase options 17

17.2.3. comPany shaRe subscRiPtion oPtions oR shaRe PuRchase oPtions

The tables below present an overview of the information related to share subscription options and share purchase options granted by the Company and outstanding as of December 31, 2012.

history of share subscription and share purchase options granted and related information

2005 Plan

1^st additional grant to tranches 1, 2 and Date of Shareholders’ Meeting April 29, 2005 April 29, 2005 April 29, 2005 April 29, 2005 May 6, 2008 April 30, 2009 April 29, 2010 April 29, 2010 April 29, 2010 April 28, 2011 April 28, 2011 April 28, 2011 April 26, 2012 April 26, 2012 Date of Board of Directors’ meeting July 26, 2006 March 12, 2007 Dec. 12, 2007 June 12, 2008 July 1, 2008 June 15, 2009 June 23, 2010 Dec. 15, 2010 March 4, 2011 June 17, 2011 Dec. 14, 2011 March 2, 2012 June 15, 2012 Dec. 12, 2012

Number of options granted 965,213⁽¹⁾ 965,214⁽¹⁾ 85,000⁽¹⁾ 106,858⁽¹⁾ 953,100⁽²⁾ 1,093,175⁽³⁾ 1,102,300⁽⁴⁾ 19,400⁽⁴⁾ 81,300⁽⁵⁾ 339,400⁽⁶⁾ 53,900⁽⁶⁾ 49,007⁽⁷⁾ 284,700⁽⁸⁾ 35,350⁽⁸⁾

Subscription/purchase price per option €41.3862 €49.1705 €55.6727 €59.96 €58.15 €34.70 €51.45 €63.23 €72.19 €72.69 €66.94 €78.39 €74.54 €87.13

Option exercise start date July 26, 2010 March 12, 2011 Dec. 12, 2011 June 12, 2012 July 1, 2012 June 15, 2013 June 23, 2014 Dec. 15, 2014 March 4, 2015 June 17, 2015 Dec. 14, 2015 March 2, 2016 June 15, 2016 Dec. 12, 2016

Expiry date** July 26, 2012 March 12, 2013 Dec. 12, 2013 June 12, 2014 July 1, 2014 June 15, 2015 June 23, 2016 Dec. 15, 2016 March 4, 2017 June 17, 2018 Dec. 14, 2018 March 2, 2019 June 15, 2019 Dec. 12, 2019

Total number of options available for subscription/

purchase of as Dec. 31, 2012 0 202,505 7,028 33,000 524,005 1,029,200 1,055,900 17,400 76,900 338,400 49,000 48,707 284,100 284,100

Number of options that may be subscribed/

purchased as of Dec. 31, 2012 by:

the Chairman and Chief Executive Officer,

corporate officer* N/A 105,107 0 0 80,000 109,000 109,000 0 0 70,000 0 0 55,000 0

the 10 employees having the largest number

of options granted 0 94,440 53,203 69,000 78,000 114,000 162,000 17,400 9,000 140,000 31,500 11,407⁽⁷⁾ 107,000 20,050

Number of options subscribed/purchased

as of Dec. 31, 2012 413,440 703,762 71,274 64,858 362,705 525 300 0 0 0 0 0 0 0

Options cancelled as of Dec. 31, 2012 577,288 84,591 7,027 9,000 66,390 63,450 46,100 2,000 4,400 1,000 4,900 300 600 0

Number of beneficiaries 323 252 24 21 542 1,569 2,174 11 313 126 36 92 1,295 592

Number of directors and senior management 0 2 1 1 9 12 12 1 0 13 1 0 7 0

* The other mandataires sociaux are not beneficiaries of Plans.

** All the plans are subject to certain restrictions limiting the exercise of options in the event the employee or the manager ceases to work for the Company.

(1) With respect to options granted under Tranches 2 and 3 of the 2005 Plan and the two additional grants to the tranches of this Plan, the exercise of options is subject to the achievement by Technip of a satisfactory performance for its shareholders. This performance will be measured by the change in the Company’s fully diluted net profits per share compared with the average of that of a representative sample of the Group’s competitors. Thus, the number of options that may be exercised is subject to the level of achievement of the aforementioned performance recorded at the option exercise start date.

With respect to the Tranche 2 of 2005 Plan, the performance calculation over the period 2006-2009 amounted to 67%. Consequently, as provided for by the stock options plan rules, 50% of the granted options can be subscribed.

With respect to the Tranche 3 of 2005 Plan, the performance calculation over the period 2007-2010 amounted to 140%. Consequently, as provided for by the stock options plan rules, 100% of the granted options can be subscribed.

With respect to the 1^st additional grant to Tranches 1, 2 and 3 of 2005 Plan, the performance calculation over the period 2007-2010 amounted to 140%. Consequently, as provided for by the stock options plan rules, 100% of the granted options can be subscribed.

With respect to the 2^nd additional grant to Tranches 1, 2 and 3 of 2005 Plan, the performance calculation over the period 2008-2011 amounted to 271%. Consequently, as provided for by the stock options plan rules, 100% of the granted options can be subscribed.

(2) The number of purchase options granted by the Board of Directors on July 1, 2008 is subject to a satisfactory performance for its shareholders over the period 2008-2011. This performance will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. The performance calculation over the period 2008-2011 amounted to 221%. Consequently, as provided for by the stock options plan rules, 100% of the granted options can be subscribed.

(3) The number of subscription options granted by the Board of Directors on June 15, 2009 is subject to a satisfactory performance for its shareholders over the period 2009-2012. This performance will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned performance recorded at the option exercise start date. No options can be exercised by the Chairman and Chief Executive Officer if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.

(4) The number of subscription options granted by the Boards of Directors on June 23, 2010 and Dec. 15, 2010 is subject to a satisfactory performance over for its shareholders the period 2010-2013. This performance will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned performance recorded at the option exercise start date. No options can be exercised by the Chairman and Chief Executive Officer if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.

(5) The number of subscription options granted by the Board of Directors on March 4, 2011 is subject to a satisfactory performance for its shareholders over the period 2011-2014. This performance will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors.

(6) The number of subscription options granted by the Boards of Directors on June 17, 2011 and Dec. 14, 2011 is subject to a Reference Performance to be measured for the years 2011, 2012 and 2013. This performance will be measured by the outcome reached by the Group in terms of the Total Shareholder Return (TSR), Operating Income From Recurring Activities (OIFRA) and Return on Capital Employed (ROCE). No options can be exercised by the Chairman and Chief Executive Officer if the Reference Performance, as defined in the Plan rules, is lower than 25%.

(7) The number of subscription options granted by the Board of Directors on March 2, 2012 is subject to a Reference Performance to be measured for the years 2011, 2012 and 2013. This performance will be measured by the outcome reached by the Group in terms of the Total Shareholder Return (TSR), Operating Income From Recurring Activities (OIFRA) and Return on Capital Employed (ROCE).

(8) The number of subscription options granted by the Boards of Directors on June 15, 2012 and Dec. 12, 2012 is subject to a Reference Performance to be measured for the years 2012, 2013 and 2014. This performance will be measured by the outcome reached by the Group in terms of the Total Shareholder Return (TSR), Operating Income From Recurring Activities (OIFRA) and Return on Capital Employed (ROCE). No options can be exercised by the Chairman and Chief Executive Officer if the Reference Performance, as defined in the Plan rules, is lower than 25%.

employees

17.2. Participating interests and share subscription options or share purchase options

17 17.2.4. awaRDs oF PeRFoRmance shaRes PuRsuant to aRticles l. 225-197-1 et seq. oF the FRench commeRcial coDe

The following tables set forth information relating to performance share grants outstanding as of December 31, 2012:

Performance share grant

2007 Plan 2008 Plan 2008 Plan 2009 Plan 2009 Plan 2009 Plan 2010 Plan 2010 Plan 2010 Plan 2011 Plan 2011 Plan 2011 Plan 2012 plan 2012 plan

2^nd additional

grant to list 2 list 2

tranche 1 tranche 3 tranche 1 tranche 2 tranche 3 tranche 1 tranche 2 tranche 3 tranche 1 tranche 2 tranche 3 tranche 1 tranche 2

Date of Shareholders’ Meeting April 28, 2006 May 6, 2008 May 6, 2008 April 30, 2009 April 30, 2009 April 30, 2009 April 29, 2010 April 29, 2010 April 29, 2010 April 28, 2011 April 28, 2011 April 28, 2011 April 26, 2012 April 26, 2012 Date of Board of Directors’ Meeting July 1, 2008 July 1, 2008 Feb. 18, 2009 June 15, 2009 Oct. 25, 2009 Feb. 16, 2010 June 23, 2010 Dec. 15, 2010 March 4, 2011 June 17, 2011 Dec. 14, 2011 March 2, 2012 June 15, 2012 Dec. 12, 2012

Number of shares granted 11,500⁽¹⁾ 487,600⁽²⁾ 191,542⁽³⁾ 981,175⁽⁴⁾ 12,000⁽⁴⁾ 100,000⁽⁵⁾ 883,900⁽⁶⁾ 13,800⁽⁶⁾ 86,300⁽⁷⁾ 355,900⁽⁸⁾ 37,050⁽⁸⁾ 49,357⁽⁹⁾ 430,150⁽¹⁰⁾ 126,892⁽¹⁰⁾

Share acquisition date for the tax residents July 1, 2012 N/A Feb. 18, 2012 June 15, 2012 Oct. 25, 2012 Feb. 16, 2013 June 23, 2013 Dec. 15, 2013 March 4, 2014 June 17, 2014 Dec. 14, 2014 March 2, 2015 June 15, 2015 Dec. 12, 2015 Share acquisition date for the tax non-residents N/A July 1, 2012 Feb. 18, 2013 June 15, 2013 N/A Feb. 16, 2014 June 23, 2014 Dec. 15, 2014 March 4, 2015 June 17, 2015 Dec. 14, 2015 March 2, 2016 June 15, 2016 Dec. 12, 2016 Expiry date of the conversion period

(conversion of shares) for the tax residents July 1, 2012 N/A Feb. 18, 2014 June 15, 2014 Oct. 25, 2014 Feb. 16, 2015 June 23, 2015 Dec. 15, 2015 March 4, 2016 June 17, 2016 Dec. 14, 2016 March 2, 2017 June 15, 2017 Dec. 12, 2017 Expiry date of the conversion period

(conversion of shares) for the tax non-residents N/A July 1, 2012 Feb. 18, 2013 June 15, 2013 N/A Feb. 16, 2014 June 23, 2014 Dec. 15, 2014 March 4, 2015 June 17, 2015 Dec. 14, 2015 March 2, 2016 June 15, 2016 Dec. 12, 2016 Shares remaining available for acquisition

as of December 31, 2012 0 0 118,650 584,900 0 94,550 834,300 12,300 81,900 348,350 33,750 47,807 426,800 126,892

Number of shares that may be acquired as of December 31, 2012 by:

the Chairman and Chief Executive Officer N/A N/A 0 32,000 0 0 30,000 0 0 20,000 0 0 25,000 0

the top 10 employees N/A N/A N/A 64,700 N/A 19,200 82,900 12,300 15,500 72,000 20,000 10,350 88,900 26,000

Number of shares acquired as of December 31, 2012 10,600 423,150 58,358 338,000 12,000 1,000 900 0 0 100 0 0 0 0

Grants cancelled as of 31 December 31, 2012 or as of the acquisition date if it takes place before December 31, 2012 and during the 2012

financial year 900 64,450 14,034 58,675 0 4,450 48,700 1,500 4,400 7,350 3,300 1,550 3,350 0

Number of beneficiaries 51 1,084 589 1,569 3 306 2,174 11 317 1,196 57 221 1,295 592

Number of directors and senior

management concerned N/A 8 11 12 2 0 12 1 0 13 1 0 7 0

(1) The number of performance shares granted by the Board of Directors of July 1, 2008 is subject to a satisfactory performance for its shareholders over the period 2007/2010. This performance was measured by the change in the Company’s net earnings per share compared with the average of that of a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.

With respect to Lists 1 and 2 of 2007 Plan, the performance calculation over the period 2007/2010 amounted to 119.6%. Consequently, as provided for by the rules of the performance shares plans, 100% of the shares were acquired.

(2) The number of performance shares granted by the Boards of Directors of July 1, 2008 and December 9, 2008 is subject to a satisfactory performance for its shareholders over the period 2007/2010. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.

With respect to the 2^nd additional grant of 2007 Plan, the performance calculation over the period 2007/2010 amounted to 247%. Consequently, as provided for by the rules of the performance shares plans, 100% of the shares were acquired.

(3) The number of performance shares granted by the Board of Directors of February 18, 2009 is subject to a satisfactory performance for its shareholders over the period 2008/2011. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.

With respect to Tranche 3 to List 1 of 2008 Plan, the performance calculation over the period 2008/2011 amounted to 108%. Consequently, as provided for by the rules of the performance shares plans, 100% of the shares were acquired.

(4) The number of performance shares granted by the Board of Directors of June 15, 2009 and October 25, 2009 is subject to a satisfactory performance for its shareholders over the period 2008/2011. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date except in the case of the Chairman and Chief Executive Officer to whom no shares will be granted if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.

With respect to Tranche 1 and Tranche 2 of 2009 Plan, the performance calculation over the period 2008/2011 amounted to 108%. Consequently, as provided for by the rules of the performance shares plans, 100% of the shares were acquired.

(5) The number of performance shares granted by the Board of Directors of February 16, 2010 is subject to a satisfactory performance for its shareholders over the period 2009/2012. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.

(6) The number of performance shares granted by the Boards of Directors of June 23, 2010 and December 15, 2010 is subject to a satisfactory performance for its shareholders over the period 2009/2012. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date except in the case of the Chairman and Chief Executive Officer to whom no shares will be granted if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.

(7) The number of performance shares granted by the Board of Directors of March 4, 2011 is subject to a satisfactory performance for its shareholders over the period 2010/2013. This performance will be measured by the progression of the Group’s Consolidated Operating Income in relation to a representative same of Group’s competitors. 50% of the shares granted are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.

(8) The number of performance shares granted by the Boards of Directors in their meetings on June 17, 2011 and December 14, 2011 is subject to the satisfactory performance by Technip of a Reference Performance to be measured on the periods 2011, 2012 and 2013. The Reference Performance will take into consideration the results obtained by the Group in terms of Health/Safety/Environment (HSE), Operating Income from Recurring Activities (OIFRA) and Net Cash Generated from Operational Activities. 50% of the shares granted are subject to the level of achievement of the Reference Performance of various thresholds recorded at the share acquisition start date. However, in the case of the Chairman and Chief Executive Officer and Comex members shares are only granted depending on the achievement of Reference Performance thresholds.

(9) The number of performance shares granted by the Board of Directors of March 2, 2012 is subject to the satisfactory performance by Technip of a Reference Performance to be measured on the periods 2011, 2012 and 2013. The Reference Performance will take into consideration the results obtained by the Group in terms of Health/Safety/

Environment (HSE), Operating Income from Recurring Activities (OIFRA) and Net Cash Generated from Operational Activities.

(10) The number of performance shares granted by the Boards of Directors of June 15, 2012 and December 12, 2012 is subject to the satisfactory performance by Technip of a Reference Performance to be measured on the periods 2012, 2013 and 2014. The Reference Performance will take into consideration the results obtained by the Group in terms of Health/Safety/Environment (HSE), Operating Income from Recurring Activities (OIFRA) and Net Cash Generated from Operational Activities. 50% of the shares granted are subject to the level of achievement of the Reference Performance of various thresholds recorded at the share acquisition start date. However, in the case of the Chairman and Chief Executive Officer and Comex members shares are only granted depending on the achievement of Reference Performance thresholds.