Acergy S.A.                                             [GRAPHIC OMITTED] Acergy
c/o Acergy M.S. Limited
200 Hammersmith Road,
London W6 7DL, United Kingdom
T: +44 (0)20 8210 5500  F: +44 (0)20 8210 5501
www.acergy-group.com

                     NOTICE OF EXTRAORDINARY GENERAL MEETING
                        OF SHAREHOLDERS ON AUGUST 4, 2009

The Extraordinary General Meeting of Shareholders (the "Meeting") of Acergy S.A.
(the "Company"), a Societe Anonyme Holding R.C.S. Luxembourg B 43172 having its
Registered Office at 412F, route d'Esch, L-2086 Luxembourg, will be held at the
offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg, on Tuesday August 4,
2009 at 2.00 p.m. (local time).

The resolutions 9 and 10 for consideration at this Meeting were first to be
considered at the Annual General Meeting on May 22, 2009. The required quorum of
50% of the outstanding shares for resolutions 9 and 10 was not present and the
Annual General Meeting was therefore not able to consider these resolutions. The
Board of Directors decided to call the Meeting to consider the resolutions 9 and
10. At this Meeting there is no requirement for quorum. However, to approve the
proposed resolutions a 2/3rd majority of the votes cast will be required. The
Meeting will be held for the following purposes:

     (9)   In conformity with the provisions of the Luxembourg Company Law and
           Article 5 of the Company's Articles of Incorporation, to:

           (i)   extend the validity of the Company's authorised share capital
           of U.S. $460,000,000 represented by 230,000,000 Common Shares par
           value U.S. $2.00 per share of which 194,953,972 Common Shares par
           value U.S. $2.00 per share have been issued, and

           (ii)  approve the Report of the Board of Directors of the
           Company recommending and authorising the Board to implement
           the suppression of Shareholders' pre-emptive rights in respect
           of the issuance of shares for cash with respect of all
           authorised but un-issued Common Shares, 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

Registered Office                                         [GRAPHIC OMITTED] TAQL
412F, route d'Esch, L-2086 Luxembourg,
Societe Anonyme Holding, R.C.S. Luxembourg B 43172
                                                                     Page 1 of 3
<PAGE>
                                                        [GRAPHIC OMITTED] Acergy

                       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 Shares
                       (U.S. $2.00), the Board of Directors shall be authorised
                       to proceed with any such transaction and to transfer
                       from the "paid-in" surplus ("free reserves") account of
                       the Company to the "par value" account of the Company
                       any such deficiency between the par value and the issue
                       price of any such shares.

           Each of the foregoing actions to be effective for a further five year
           period from the date of publication of the minutes of the Annual
           General Meeting in the Luxembourg Official Gazette and,

           (iii) make all consequential changes to the Articles of
           Incorporation.

     (10)  To authorise the Board of Directors of the Company to cancel shares
           which have been bought back or which may be bought back from time to
           time by the Company or any indirect subsidiary thereof as the Board
           of Directors sees fit and to make all consequential changes to the
           Articles of Incorporation to reflect the cancellation in the number
           of issued Common Shares.

                                                                     Page 2 of 3
<PAGE>
                                                        [GRAPHIC OMITTED] Acergy

The Company's Board of Directors recommends that you vote in favour of the
proposals to be considered at the Meeting.

The Meeting shall be conducted in conformity with the voting requirements of
Luxembourg Company Law and the Company's Articles of Incorporation, no quorum
applying at this convening second Extraordinary General Meeting.

The Board of Directors of the Company has determined that Shareholders of record
at the close of business on March 31, 2009 will be entitled to vote at the
aforesaid Meeting and any adjournments thereof.

Yours sincerely


Sir Peter Mason K.B.E.
Chairman

June 26, 2009

To assure your representation at the Extraordinary General Meeting and if you
have not previously issued a proxy, you are hereby requested to fill in, sign,
date and return the Proxy Card delivered herewith in the return envelope
provided for such purpose so as to arrive at the registered office by 12:00
hours Central European Time on July 28, 2009. The giving of such Proxy will not
affect your right to revoke such Proxy or vote in person should you later decide
to attend the Meeting.

                                                                     Page 3 of 3