August 30, 2021

TO THE SHAREHOLDERS OF ENETI INC.

Enclosed is a notice of a special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of Eneti Inc. (the “Company”), which will be held at the office of Scorpio Commercial Management S.A.M., Le Millenium, 9, Boulevard Charles III, Monaco MC 98000 on September 24, 2021 at 9:00 a.m. local time, the Company’s proxy statement and certain other related materials. These materials may be found at http://www.edocumentview.com/NETI.

At the Meeting, Shareholders will consider and vote upon a proposal (the “Proposal”) to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the aggregate number of shares of capital stock that the Company is authorized to issue to One Hundred Thirty-One Million Eight Hundred Seventy-Five Thousand (131,875,000), consisting of Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) common shares, par value US$0.01 per share, and Fifty Million (50,000,000) preferred shares, par value US$0.01 per share.

Provided that a quorum is present, adoption of the Proposal requires the affirmative vote of a majority of all outstanding shares entitled to attend and vote at the Meeting. To constitute a quorum, there must be present either in person or by proxy shareholders of record holding at least one-third of the shares issued and outstanding and entitled to vote at the Meeting. If less than a quorum is present, a majority of those shares present either in person or by proxy will have the power to adjourn the Meeting until a quorum is present.

You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. YOU CAN ALSO VOTE BY INTERNET AND TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. ALL SHAREHOLDERS MUST PRESENT A FORM OF PERSONAL PHOTO IDENTIFICATION IN ORDER TO BE ADMITTED TO THE MEETING. IN ADDITION, IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO ATTEND THE MEETING, YOU MUST BRING AN ACCOUNT STATEMENT OR LETTER FROM YOUR BROKER, BANK OR OTHER NOMINEE INDICATING THAT YOU WERE THE OWNER OF THE SHARES ON AUGUST 23, 2021.

ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF THE PROPOSAL PRESENTED IN THE PROXY STATEMENT. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION WILL BE APPRECIATED.

Very truly yours,

Emanuele Lauro

Chairman and Chief Executive Officer

Monaco

Le Millenium, 9, Boulevard Charles III, Monaco MC 98000

Tel: +377 9798 5715

New York

150 East 58th Street - New York, NY 10155, USA

Tel: +1 646 432 1675

e-mail & website:

Investor.Relations@Eneti-Inc.com

www.eneti-inc.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

August 30, 2021

NOTICE IS HEREBY given that a special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of Eneti Inc. (the “Company”) will be held on September 24, 2021 at 9:00 a.m. local time, at the office of Scorpio Commercial Management S.A.M., Le Millenium, 9, Boulevard Charles III, Monaco MC 98000 for the following purpose, which is more completely set forth in the accompanying proxy statement:

To consider and vote upon a proposal (the “Proposal”) to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the aggregate number of shares of capital stock that the Company is authorized to issue to One Hundred Thirty-One Million Eight Hundred Seventy-Five Thousand (131,875,000), consisting of Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) common shares, par value US$0.01 per share, and Fifty Million (50,000,000) preferred shares, par value US$0.01 per share.

The board of directors has fixed the close of business on August 23, 2021 as the record date for the determination of the Shareholders entitled to receive this notice of Meeting and to vote at the Meeting or any adjournment thereof.

Shareholders of record holding at least one-third of the shares issued and outstanding and entitled to vote at the Meeting, who attend the Meeting in person or by proxy, shall be a quorum for the purposes of the Meeting. If less than a quorum is present, a majority of those shares present either in person or by proxy will have the power to adjourn the Meeting until a quorum is present.

This notice of Meeting, the proxy statement and certain other related materials may be found at http://www.edocumentview.com/NETI.

August 30, 2021

Monaco

BY ORDER OF THE BOARD OF DIRECTORS

Fan Yang

Secretary

ENETI INC.
LE MILLENIUM, 9, BOULEVARD CHARLES III, MONACO MC 98000

_______________________

PROXY STATEMENT FOR SPECIAL
MEETING OF SHAREHOLDERS TO BE
HELD ON SEPTEMBER 24, 2021

_______________________

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Eneti Inc., a Marshall Islands corporation (the “Company”), for use at the special meeting (the “Meeting”) of holders of common shares of the Company (the “Shareholders”) to be held at the office of Scorpio Commercial Management S.A.M., Le Millenium, 9, Boulevard Charles III, Monaco MC 98000 on September 24, 2021 at 9:00 a.m. local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying notice of Meeting. This proxy statement and the accompanying form of proxy are expected to be mailed to the Shareholders entitled to vote at the Meeting on or about August 30, 2021. These materials may be found at http://www.edocumentview.com/NETI.

Voting Rights and Outstanding Shares

On August 23, 2021 (the “Record Date”), the Company had issued and outstanding 18,233,604 common shares, par value $0.01 per share. Each Shareholder of record at the close of business on the Record Date is entitled to one vote for each of the Company’s common shares then held. One or more Shareholders of record (in person or by proxy) holding at least one-third of the shares issued and outstanding and entitled to vote at the Meeting shall constitute a quorum for the purposes of the Meeting. The Company’s common shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies returned signed without instructions will be voted FOR the proposal set forth on the notice of Meeting.

The Company’s common shares are listed on the New York Stock Exchange under the symbol “NETI.”

Revocability of Proxies

A Shareholder may revoke its proxy at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at the Company’s principal executive office, Le Millenium, 9, Boulevard Charles III, Monaco MC 98000, a written notice of revocation by a duly executed proxy bearing a later date (not later than the Meeting date), or by attending the Meeting and voting in person.

PROPOSAL

APPROVAL OF AN AMENDMENT TO THE COMPANY’S

AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED, TO

INCREASE THE COMPANY’S AUTHORIZED SHARE CAPITAL

The Board has approved and is hereby soliciting Shareholder approval of an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the aggregate number of shares of capital stock that the Company is authorized to issue to One Hundred Thirty-One Million Eight Hundred Seventy-Five Thousand (131,875,000), consisting of Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) common shares, par value US$0.01 per share, and Fifty Million (50,000,000) preferred shares, par value US$0.01 per share (the “Amendment”).

Following the issuance of the Company’s common shares in connection with the acquisition of Atlantis Investorco Limited, the parent of Seajacks International Limited, the Board believes that it is in the best interest of the Company and its shareholders to increase its authorized share capital to allow the Company to pursue future equity issuances to raise capital to fund business opportunities or for general corporate purposes in a timely manner. The Company currently has authorized Eighty-One Million Eight Hundred Seventy-Five Thousand (81,875,000) registered shares, of which Thirty-One Million Eight Hundred Seventy-Five Thousand (31,875,000) are designated common shares with a par value of One United States Cent (US$0.01) per share, and Fifty Million (50,000,000) are designated preferred shares with a par value of One United States Cent (US$0.01) per share. As of the Record Date, the Company had issued and outstanding 18,233,604 common shares and 700,000 preferred shares. The Company is not proposing any change in the number of shares of its authorized preferred shares.

While the Company has no specific plans to issue additional common shares, the Board believes it is in the best interest of the Company and its shareholders to have available sufficient shares for issuance at the discretion of the Board to fund future acquisitions, working capital and general corporate purposes. If the authorized share capital is increased, no further Shareholder vote will be required to authorize such issuance.

If implemented, the Amendment will become effective as of the beginning of the business day after the filing of the Amendment with the Registrar of Corporations of the Republic of the Marshall Islands (the “Registrar”). However, if at any time prior to the effectiveness of the filing of the Amendment with the Registrar, the Board determines that it would not be in the best interest of the Company and its shareholders to effect the Amendment, and notwithstanding the approval of the Amendment by the Shareholders, the Board may abandon the authorized share increase and the Amendment without further action by the Shareholders.

Required Vote. Adoption of the Proposal requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE INCREASE IN THE COMPANY’S AUTHORIZED SHARE CAPITAL. UNLESS REVOKED AS PROVIDED ABOVE, SIGNED PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.

SOLICITATION

The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail, but Shareholders may be solicited by telephone, e-mail, or personal contact.

ELECTRONIC DELIVERY

Shareholders can access documents related to the Meeting at: http://www.edocumentview.com/NETI.

EFFECT OF ABSTENTIONS

An “abstention” occurs when a Shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions are counted as present for purposes of determining a quorum. However, abstentions will have the effect of voting AGAINST the Proposal.

OTHER MATTERS

No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.

August 30, 2021

Monaco

By Order of the Board

Fan Yang

Secretary