Progress was made on the investigation into potential improper sale practices and the agreement with the Dutch and US authorities.

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1 DRAFT MINUTES of the General Meeting of Shareholders of SBM Offshore N.V. ("SBM" or the "Company"), held on 15 April 2015 at 2:30 pm at the Hilton Hotel in Rotterdam A total of 109,853,798 ordinary shares were represented at the meeting. This represented 52.38% of the total issued share capital out of a total of 209,695,094 issued ordinary shares. 1 Opening The Chairman opened the meeting and welcomed all those present. The external auditor, PricewaterhouseCoopers Accountants N.V., was represented at the meeting by Mr Wim Jansen. The meeting was held in English as decided in an extraordinary meeting of shareholders on 11 February Simultaneous translation facilities were available. All the members of the Supervisory Board, except for Mr Ehret, and the Management Board and the Company Secretary, Mr Verwilghen, were present. The minutes were taken by Ms Birgit Snijder-Kuipers, candidate notary of De Brauw Blackstone Westbroek. Mr Bernard Roelvink and Mr Jaap de Keijzer (partner involved in the internal investigation), senior partners of De Brauw Blackstone Westbroek, were also present. The meeting was recorded on audiotape for the purpose of minuting. The electronic voting system was used. The agenda with attachments for this meeting was published on 3 March 2015 on Securities Info, ABN AMRO E-voting and the Company s website. The agenda with attachments, the annual report and the consolidated financial statements were made available free of charge at the offices of the Company and of ABN AMRO in Amsterdam and on the website of the Company. They were sent to those shareholders who requested hard copies. There had been no request from shareholders holding 1% or more of the ordinary shares for including additional items on the agenda. The registration date to attend this AGM was 18 March Notification of attendance at this meeting was possible until 8 April In accordance with the Dutch Corporate Governance Code, the draft minutes of last year s AGM were posted on the Company's website within three months after that AGM. No remarks were received. The minutes were subsequently adopted and posted on the Company's website. All the legal and statutory requirements had been satisfied. The AGM had the capacity to adopt resolutions as per the meeting agenda. As of the registration date, the total issued share capital of the Company was 52,423, or 209,695,094 ordinary shares with an equal number of voting rights. The Chairman stated that this was the last annual general meeting of shareholders of SBM which he would preside over as Chairman. The Chairman was a member of the Supervisory Board for the past 12 years, the last ten years as chairman. The Chairman noted the profound effect of the Corporate Governance Code on the role and functioning of Supervisory Boards. As a result there had been closer attention to all aspects of supervision of the Company s affairs and management whilst remaining alert to the effectiveness of supervision. The Chairman noted that the dialogue between the Company and its shareholders and stakeholders had become open and more balanced. The year 2014 had been challenging. SBM s management team has more than met the objectives set by the Supervisory Board. Its achievements solutions for YME and Talisman deserved highlighting. The major milestone of the past year was the settlement with the authorities in the Netherlands and the US over the inquiries into alleged improper payments. SBM went to the authorities three years ago at its own initiative, contrary to the impressions given by the press (especially the Dutch media). The investigations concerning Brazil were included on page 186 of the annual report. Another major item of attention was the development of the Company s strategy in the current difficult business environment caused by the low price of oil, the ensuing cuts in clients investment 1

2 programmes and the suspension from tendering for Petrobras projects. This required the Management Board to announce a significant restructuring in December Report of the Management Board for the financial year 2014 (Information) Mr Chabas, SBM's Chief Executive Officer ("CEO"), informed the meeting of the Company's performance, financial results and the outlook for the upcoming years. FY 2014 Review Three aspects were highlighted, the first on financials. Under IFRS, revenue increased year on year by more than 20%. We also made progress in refinancing the project and refinancing the short term credit facility for a total of USD 2.9 billion. The level of backlog increased substantially to USD 21.8 billion. The second point is operational performance. The delivery of Cidade de Ilhabela, the biggest FPSO ever delivered in the market by SBM, was delivered on time and to the satisfaction of Petrobras under rather difficult circumstances. The N Goma project in Angola which was delivered for ENI, was in production before the end of the year and to the satisfaction of the client. There was a 99% uptime in the fleet regarding the production of oil. Progress was made on the investigation into potential improper sale practices and the agreement with the Dutch and US authorities. The Company reorganised along product lines in order to focus the management team on other clients and to make sure cost-effective solutions are provided to clients in the competitive environment. Revenue increased from a directional point of view by 5%. The IFRS EBIT margin increased by 219% year on year to USD 201 million, including the one-off cost of USD 240 million associated to the agreement with the Openbaar Ministerie (Dutch Public Prosecutor's Office, "OM"). All IFRS figures are aligned with IFRS rules 10 and 11. Internal investigation Mr Hepkema, SBM's Chief Governance and Compliance Officer ("CGCO"), reported on the process that led to the settlement with the OM in November From the start, PricewaterhouseCoopers forensic accountants, Paul Hastings and De Brauw Blackstone Westbroek spent time (almost three years) on the internal investigation. The internal investigation was comprehensive. This started by mining the data in the systems of SBM, then reading through them with key words. Lists of questions and lists of people to be interviewed were developed. The investigators talked to external parties. A process was determined and discussed with SBM. There were investigations to settle issues of the past; (i) initiated by SBM, (ii) reviewed by the OM and (iii) reviewed by the DOJ. The OM in its press release of November 2014 cited the reasons for wanting to settle with SBM. SBM was the first company in the Netherlands to self-report to the authorities. The OM indicated that they had confidence in the announced compliance of SBM. The OM cited the fact that there was a new Management Board and that the Company had fully cooperated. Early 2012, SBM had received a notice from a client that one of SBM's agents in two African countries might have made improper payments to government officials. The Supervisory Board and Bruno Chabas (CEO) decided in April 2012 to go public about the fact that SBM had started an investigation in order to be transparent. Settlement is an out-of-court proceeding without the normal guarantees of hearing and being heard in court. With the enormous settlement of USD 240 million SBM did not come away lightly. As for the question whether or not individuals should be prosecuted, that is not a company decision but a matter for the authorities. SBM closed the investigation on 2 April Results of the investigation were published in a press release. There is a difference between the results of the Company's internal investigation as reported on 2 April 2014 and the results of the OM as reported in November The Company s investigators are external consultants, lawyers, and forensic accountants. They have had access to all of the Company s data and records and (ex-)employees. Talking with external third parties took place only on the basis of voluntary cooperation. For external information, the investigators only had access to 2

3 public records. The OM, the Dutch public prosecutor, has different powers including the possibility through international treaties (rechtshulpverdragen) to exchange and ask for information from other prosecution authorities in other treaty countries. The OM asked the foreign authorities on the basis of confidentiality for information on the bank accounts of SBM's agent in Brazil. SBM's settlement was also based on the findings of the OM. That also explains the difference in SBM's press release in April 2014 after almost three years of investigation that SBM had not found credible evidence that the Company's Brazilian agent made improper payments and what the OM said about that topic in November of that year. The settlement relates to sales practices of SBM and its agents in Equatorial Guinea (EG), Angola and Brazil in the period from 2007 to SBM looked at all agents of SBM in all countries involved. The investigators focused initially on the complaint that SBM had received in respect of Angola and EG. Talking to people, including to someone like Mr Taylor, they gathered information and sometimes red flags appeared. The investigation focused in the first stage on Angola and EG as the notice SBM received related to those countries and later on Brazil. Out of the around USD 200 million that SBM paid in commissions to agents around the world in that period, USD 180 million related to these three countries, the OM stated that the investigation was representative for SBM's business and settled on that basis. Only if major new facts would come up with respect to these or any other countries, can the case be reopened by the OM and that is more or less the same for the DOJ. The DOJ looked at what SBM had done and in consultation with the OM decided that they would leave prosecution to the OM. SBM is mentioned in a number of investigations in Brazil. SBM has cooperated with the investigating authorities and is continuing to do so. The situation in Brazil is extremely complex. Even in the Dutch press, there has been daily news about allegations about Petrobras, about politicians, about local and other international contractors. There is a whole scheme called Lava Jato or Car Wash, which SBM is not involved in, but that concerns local contractors who are being investigated. Brazil as a country is upset by these issues. Although SBM has cooperated, SBM is not exactly in control of this process. SBM has decided to pursue discussions with the CGU, the Office of the Comptroller General. SBM signed a memorandum of understanding, an MoU, setting out a framework for further discussions on exchanging information and on a possible settlement of the issues in Brazil. SBM has taken a lot of measures since Compliance is a discipline that has evolved in the industry over the years. SBM was aligned with industry practice until SBM took a big leap forward in 2012 with the enhanced measures. SBM stopped making payments to all agents when it started the investigation. SBM has reviewed all agents and would now only pay an agent after a "validation procedure". SBM discontinued or terminated relationships with a number of agents that SBM was not happy with in terms of compliance and SBM only continued the relationship with other agents when they were cleared through the Company's validation procedure. SBM has reviewed procedures for SBM's third parties. SBM stopped using agents in countries where SBM has a significant presence. In terms of FPSOs, it is no longer feasible to use agents with fee arrangements that are based on commissions in percentages of contract values, because the amounts involved have increased with the higher value of FPSO s. SBM has worked with the forensic accountants to enhance SBM's financial controls. SBM has implemented the recommendations of forensic accountants for other compliance measures. SBM implemented an integrity line for people to file complaints (anonymously or on a disclosed basis). SBM has given training. SBM has new payment systems; the authorisation of payments on contracts is done by other people than the ones signing these contracts. That explains why authorities like the OM and the DOJ have engaged with SBM in this manner, why they have not required that for example a monitor is required in the Company. SBM has communicated with its stakeholders. Because of the wish of the Supervisory Board and the CEO to be transparent, SBM communicated throughout the period of investigations with all of its stakeholders, including clients and joint venture partners, about the process and status of the investigations. Overall market Mr Chabas stated that regrettably two fatalities occurred in However, the safety incident frequency statistic improved by two-thirds for the period from 2012 to The impact on the environment has been monitored more actively. Offshore emissions by SBM have been reduced by 13% compared to last year. The price of oil decreased by almost 50% from around USD 100 and USD 110 per barrel to between USD 50 and USD 60 per barrel. This has a huge impact on SBM's clients. Clients have difficulty 3

4 making economic returns on their projects. With the price of oil decreasing by 50% this further impacts on the attitude towards capital expenditures and on the need for cash and to decide how to behave differently with the industry. SBM still believes that deep water production is essential over the long term. More than 50% of the oil reserve worldwide to be developed is in deep water. Over the medium term SBM needs to adjust to the requirements of SBM's clients. The FPSO market today. In October 2014 SBM thought that 13 projects were going to be awarded during the year. Potentially only 6 projects are going to be awarded during the year. There is a potential scenario where no project will be (officially) awarded during the year. This is over the short term, but over the long term there is a lot of opportunity in SBM's market. SBM's clients are saying that they are going to cut their CAPEX. Cash is the main focus of SBM's clients now. Major oil companies in the past focused on reducing cash expenditure. They are not basing their investment programme on the oil price of today. Some of the major oil companies are looking at an oil price of USD 60 to USD 65 per barrel. There is uncertainty regarding the price of oil. Oil Companies used to bank on the price of oil being around USD 100 per barrel and really doing their projection at USD 80 to USD 90 per barrel. Clients are more conservative. SBM needs to collaborate with its clients in order to find a solution from a technical and financial standpoint. SBM is a reliable contractor. That is what people are buying, what produces cash for SBM's clients. SBM has a big order book going forward and a strong financial position. The source of reliance for SBM Offshore is its backlog at USD 21.8 billion, which is almost the highest backlog SBM has ever had. This gives SBM a long visibility, which is quite unique in SBM's industry. SBM is in the process to adjust the Company to the reality of the market. That is why SBM had to make 1,200 staff and contractors redundant. SBM is going to invest in new projects in order to become more efficient (e.g. the Odyssey24 project), to invest in new technology with a clear focus on reducing the cost of SBM's product and to invest in SBM's people by reorganising the Company's ways of working and focusing more on the market with the intent of being more reliable and reducing costs. The average unit cost of leasing and operating SBM's assets today is less than USD 7 per barrel. The turnkey activity, relevant for the period 2015 and 2016, has seen a lack of tendering activity in the market. On the lease and operate, SBM has a backlog of more than USD 20.6 billion with a visibility of up to That is quite unique in the industry and gives SBM the opportunity to position itself differently compared to competitors. Cidade de Ilhabela, one of the Generation Three projects is in operation (the others being Cidade de Maricá and Cidade de Saquarema). When these three projects are fully in operation by 2016/2017, the free cash conversion rate of the revenue generated by the fleet will be 63%. Out of USD 100 of revenue generated, USD 63 is operating cash flow to the Company. FY 2014 Financials SBM has produced revenue of USD 3.5 billion from a financial standpoint on a directional basis, which is ahead of the guidance SBM gave at the beginning of the year. Looking from a bottom line point of view on an EBIT basis, after the exceptional items, mainly the USD 240 million settlement to the OM, SBM generated an underlying EBITDA of USD 437 million. SBM is investing a lot of money in new projects from a balance sheet point of view. SBM has a number of lease and operate projects which SBM is investing in; the loan and borrowing line increasing by USD 1.6 billion. SBM is generating operating cash flow, but no free cash because SBM is investing significantly in its future. SBM has had quite an exceptional year from a funding point of view. The revolving credit facility was renewed at an increase from USD 750 million to USD 1 billion. Two new lines for financing were put in place; for Cidade de Maricá at USD 1.4 billion and for the Deep Panuke project at USD 450 million. The average cost of debt decreased from 5.3% to 4.2% last year. SBM has an undrawn line of credit and cash available for an amount of approximately USD 2 billion. Outlook 2015 The projects under construction are generally going according to plan and some of them are going to be delivered in Cidade de Saquarema and Turritella will be delivered in SBM has a portfolio on the lease and operate activity with more than 14.7 years of contract in hand. More than USD 20 billion of backlog is in place for the lease and operate activity. SBM believes in the long-term proposition of the market. From a technology point of view, SBM kept investing in the technology over 4

5 the period 2012 to SBM believes that it is able to cut costs significantly and thus being successful in a number of projects going forward. SBM is also investing significantly in its fleet in order to make sure that the reliability of today is the same reliability to see in 5, 10 and 15 years. SBM is going to invest between 2 to 3% of the directional turnover over 2015 in those projects. The Company reduced its work force. This is going to provide savings on a full year basis of around USD 40 million. It is important that SBM's managers are closer to the market and take a strategic view of the market. The Company has been reorganised around the product line concept which has been in place since the beginning of January The management structure of the Management Board will change with the nomination of two new board members. The guidance for 2015 in terms of revenue is USD 2.2 billion of revenue on a directional basis, USD 1.2 billion for the lease and operate activities and USD 1 billion for the turnkey activities. By the end of the year SBM will have a net debt of less than USD 3.5 billion compared to USD 3.3 billion at the end of The Chairman announced that 44 shareholders were present or represented at this meeting and that they were jointly authorised to cast 109,853,798 votes, being 52.38% the total issued share capital. Mr Keyner (VEB) concluded that the previous Management Board had made a mess of it, also from a strategic point of view. Mr Keyner: There was no focus on the core competency of the Company and also every month more comes out about corruption at SBM, at least in some of the countries. Do you think that SBM can support shareholders to litigate against at least the previous board members given the insurances which cover the previous executives (first question)? Mr Keyner: Brazil was opened up very late in the process. You were open about a few African countries which are relatively much less important than Brazil. At a much later stage Brazil came up as a potential target with big corruption issues, and even then the Company said, there is a logical reason why large amounts of money were being paid to agents, because SBM only had a couple of people working there for the Company. SBM is very dependent on the agents. In the meantime SBM has 3,000 of its own people working there, so it is a very different mix and it is very logical that SBM pays more amounts to those agents. So that is more or less a logical explanation. Mr Taylor has been providing lots of information, saying, SBM's current Management Board is not telling the truth and I don t know whether he is lying or not. We have got very specific questions which we would like to ask SBM in writing and would like to ask you also Mr Chairman, to ensure that SBM answers those questions honestly, concisely and precisely. We as investors would like to know what the risk profile of the Company is and are we able to trust this Management Board (second question)? Mr Chabas replied (second question) that SBM in 2003 had between 2,000 to 3,000 people working, centralised with basically one execution centre. In three years the Company went from 3,000 to more than 10,000 people throughout the world with a lot of new execution centres. It was difficult to control the growth. During this period SBM chose operating on a worldwide basis to use agents in Brazil. There was a huge market potential. SBM had a representative in Brazil. This representative was in contact with the clients and helping on a number of aspects: defining strategy locally and a compensation needs to be given. SBM has more than 5,000 (direct and indirect) employees in Brazil today. The internal investigation started from a telephone call on 31 January 2012 from a client implying a potential issue. A week later SBM decided to stop all payments to all agents on a worldwide basis. The Company was put at risk. Using agents was the way to market the Company, but SBM didn t know if the processes were to the level of SBM's satisfaction. The Company had worked to define a Code of Conduct. SBM started to do the investigation and decided in April to make this public. Making the investigation public is a highly unusual step. The reason why SBM decided to do that was that SBM thought it was an opportunity first of all to be transparent in our communication, but more importantly to help us in changing the culture of the Company. It was the opportunity to communicate transparently with all our stakeholders and it was the opportunity to go to our clients to tell them what was happening, to communicate with all investors and the press. SBM has done this from April SBM conducted an investigation, which was reviewed by the authorities in the Netherlands and by the authorities in the US. SBM had a number of professional firms in the Netherlands and in the US and SBM was reviewed in all investigations by the authorities, by our clients and by the banks. A company like SBM is extraordinarily capital intensive. SBM reached a settlement with the authorities in the Netherlands and in the US in such a manner that SBM had to pay a fine, but also that they recognised that the way we changed the culture of the Company and with the support of the Supervisory Board, 5

6 the Management Board and all of this led by Mr Hepkema, was so remarkable that the authorities did not demand that SBM have a monitor. Mr Keyner (VEB) stated that VEB will send some specific questions in writing concerning the existing Management Board's knowledge about Brazil. Mr Chabas replied that SBM is going to provide VEB with the details, with access to some of the information SBM provided to the authorities and that SBM is going to be able to back up all the facts that have been provided to VEB and to the market. Mr Hepkema explained the investigation. On 1 May 2012 he came in, at the request of the Supervisory Board amongst others, to resolve this issue. A lot of other project related issues needed immediate management attention. Mr Hepkema agreed with the advisers on the working procedure. The general counsel had at that time left SBM. It started with complaints about West Africa. Brazil was looked at preliminarily at that time and in more detail after SBM had finalized the investigation in Angola and EG. There was a full investigation of Brazil. The conversation which Mr Taylor quotes from was one that Mr Hepkema had with him when Mr Hepkema got complaints from SBM's internal auditing department that Mr Taylor was asking the internal auditor to do things, whereas the internal audit department was working for the external investigators. Mr Taylor was distracting the internal audit department and hindering the investigation. Mr Hepkema asked Mr Taylor not to interfere in the work of the investigators. The same continued a week later. Mr Hepkema repeated to Mr Taylor that the investigators were in the lead. That conversation was taped by Mr Taylor and partially made public by him long after he had left SBM. In that heated conversation, Mr Hepkema gave Mr Taylor the choice of staying with SBM without being involved in the investigation or leaving. Mr Taylor decided to leave. It later appears that Mr Taylor took many files and other things, including conversations that he illegally and covertly taped while asking some leading questions to his counterpart(s). This explains those tapes and excerpts where the word "containment" comes up. Mr Hepkema acknowledges containment in terms of running an orderly investigation: Mr Hepkema strongly denies that he meant containment in terms of covering up. The Chairman stated that two things have been important. The whole Management Board as present at this meeting was not part of the past that has been investigated. The Supervisory Board has absolute trust in what actually has and is being done and reported by the Management Board. Mr Keyner stated he didn t mean to suggest that either the Chairman or Mr Taylor had acted inappropriately. VEB tends to get a little bit more suspicious seeing all the supposed evidence. The Chairman stated that he was very careful when saying that the Supervisory Board is 100% satisfied in the way this Management Board has been operating. There are personal attacks which are totally unwarranted, undeserved by the people who have been doing a fantastic job. That is the view of the Supervisory Board, in support of the Management Board. Mr Hepkema stated it might be useful to put the allegations of Mr Taylor and suggested shortcomings of the investigation in context. Mr Taylor left only four weeks after Mr Hepkema joined SBM and Mr Taylor missed the other 2.5 years of the investigation. Perhaps Jaap de Keijzer from De Brauw, who didn t miss those 2.5 years of the investigation, could say a bit about the interaction between the external investigators and the Company. Mr De Keijzer (partner De Brauw Blackstone Westbroek) stated that the investigation took place in a professional and orderly manner. Starting in Angola and Equatorial Guinea and parking the information on other countries which became apparent in the course of those first few months. At no point in time has De Brauw felt restrained by the Management Board or the Supervisory Board. De Brauw never felt that information was withheld or not openly provided. De Brauw had access to all information De Brauw asked for at any time and that is an extraordinary amount of information which led to the conclusions which were finally published. De Brauw only reported conclusions after having found a conclusive summary of the situation. It is not only the internal investigation of De Brauw which took place, but in fact the OM and the US authorities looked over our shoulders in the same way as De Brauw looked at the Management Board and Supervisory Board. The OM has had access to all the information De Brauw collected and it took months to review it. The OM concluded the same, apart from the additional information the OM was able to gather. Finally, a whistleblower is someone who 6

7 makes information public in the interest of letting the outside world know. A whistleblower is not a person who wants to not make the information public if he gets a certain amount of money. That is the difference between a whistleblower and Mr Taylor. Mr Hepkema replied (first question of Mr Keyner) that the authorities prosecute people. SBM is willing to open its books to authorities but not to private parties. SBM will make its own decision whether or not to litigate against former employees. Mr Van Berkel stated he is still worried about the future with Petrobras. Mr Van Berkel: Is SBM doing everything possible to get sufficient information to defend itself in the best possible way against what is still going to come from the Brazilian authorities or Petrobras (first question)? Is SBM making use of the knowledge of people directly involved with SBM (second question)? Does the memorandum of understanding set out a kind of schedule of proceedings (third question)? Mr Van Berkel regrets that Mr Hepkema is stepping down as a Management Board member. It is very important that there is continuity in the board. Is Mr Chabas going to do the same next year (fourth question)? The Supervisory Board and the Management Board are not paying enough attention to the interest of the shareholders. Since 2011 no dividend has been paid and the forecast is to pay dividend based on a directional profit, instead of IFRS. In the past SBM has always paid 50% dividend out of the profit (still as policy published on SBM's website). The possibility for shareholders to get dividend in the future is reduced drastically, although last year you said that in 2016 from the projects you have built up, SBM will have a tremendous cash flow. How can you improve dividend for the shareholders (fifth question)? The Chairman stated that the Supervisory Board created the position of CGCO and was extremely pleased that Mr Hepkema took that position. From the outset the Supervisory Board knew that Mr Hepkema would do that for three to four years. The Supervisory Board decided to maintain this position. The Supervisory Board is satisfied that the succession planning is taken care of and is part of the agenda (second question). Mr Chabas stated that SBM has gone through a period of dealing with a number of legacy issues. Most of the legacy issues are now behind SBM. SBM has decided on a change on the Management Board. A new CGCO, Erik Lagendijk, has been nominated. Mr Lagendijk has been on board at SBM since the 1 January What is furthermore important for the Management Board, is the creation of the Chief Operating Officer position. SBM has been fortunate to get Philippe Barril to join the Company and to help in structuring the Company going forward. The market is not good today, but SBM believes that the market for all types of products is going to be buoyant in the years to come. SBM has learnt from the past. In the phase of growth, a proper management structure is required in order to generate money to expand into the new market. Mr Barril as part of the Management Board is going to be, along with all the Management Board members, on a mission to further structure the Company. This does not mean that in the coming year Mr Chabas is going to leave the Company (fourth question). Mr Chabas has been in the industry for 20 years and is proud of SBM, of what has been done and thinks SBM has a lot of opportunities going forward. Regarding the relationship in Brazil (first question) SBM has had limited engagement with the top level of Petrobras since May Today SBM is still producing between 15 to 20% of their oil and the relationship at working level is very good. SBM sees Petrobras starting to re-engage with the Company at management level to discuss the future. A memorandum of understanding has been signed with the CGU. SBM is engaged with the authorities. SBM is transparent. SBM will be doing everything to speed up the resolution process in Brazil to be back on a level playing field there. Mr Hepkema said that Brazil is of the utmost importance to the Company. SBM is doing everything to continue SBM's licence to operate there. That is why SBM signed the memorandum of understanding which is a framework for further discussions. It is a very important step in the really complex environment that Brazil is in today with various authorities claiming jurisdiction over matters with basically the whole economy uprooted through the deep seated corruption. SBM has good local advisers (the advisory board). SBM is also using the Dutch government and other parties to help to come to a conclusion. The memorandum of understanding is the first step. The next step is difficult to predict, but the final goal is of course a clearance to get back to tendering in Brazil and not being subject to any investigation by any authority. Nothing will be disclosed about the memorandum of understanding (third question). It is a confidential agreement and we have agreed with the CGU not to comment on it. 7

8 Mr Van Berkel asked whether ex-sbm employees (sales people and ex-ceos) had been consulted. Mr Hepkema stated that SBM's external investigators have interviewed all these people. The Chairman referred concerning the question of dividend (fifth question) to agenda item 5.3. Mr De Buijzer asked whether the MOU includes some algorithms to calculate the fine Brazil will levy. Mr De Buijzer: What is the status of USD 1.7 billion (first question)? There were suggestions that the corruption already started, not with the former management, but with the management before that under Mr D.J. Keller. That then includes a period which started before the 2007 to 2011 period. If it is proven that there was corruption also in that time, could the Dutch state or the US authorities then again charge SBM (second question)? Do the ten FPSOs for 2016 include any Brazilian FPSOs (third question)? Mr Hepkema said (first question) SBM is not at liberty to comment on what is in the agreement. It is a road map and it determines the talks with the CGU and it allows the CGU to look at SBM's investigation file on a confidential basis. The figure of USD 1.7 billion did not come from SBM. The CGU has also publicly issued a release that CGU is not at the stage that CGU is discussing figures with us. As to the Keller era, the OM and the DOJ have looked at SBM's entire file. (second question). Mr Chabas mentioned that the six potential FPSOs to be awarded for 2015 and ten for 2016, that he mentioned earlier is the overall market. It is the medium-sized converted FPSO product which is SBM's core market. There are some projects of Petrobras in those projects (for 2015 and in 2016). The forecast in the market has decreased from 13 FPSOs in October to six now, a highly movable target at this stage. SBM has not changed the forecast for 2016, but SBM is going to make this adjustment towards the end of 2015 (third question). Mr Hendriks (MN Investment Partners) asked whether SBM at the moment is also investigating existing possibilities to claw back bonus payments paid to former management who can be held responsible for the improper sales practices. Mr Hepkema confirmed that SBM has looked at the entire proposition including whether SBM has reason to take action against former employees.. Ms Roeleveldt (VBDO) asked about sustainability. She praised the fact that for the fifth time in a row SBM has been included in the Dow Jones Sustainability Index. Ms Roeleveldt: This proves that SBM has the ambition to integrate sustainability in its business propositions and VBDO notices that SBM takes it a step further with SBM's licence to operate and the Company wants to grow in a sustainable fashion as explained in SBM's policy. VBDO don t see any key performance indicators for this year, but VBDO is happy that SBM committed to developing those for the year About the KPIs and SBM's ambitions in terms of environmental performance: VBDO would like to have more insight into your strategies and objectives, reduction of waste, energy, fleet, offices, travel and greenhouse gas emissions and preventing harm to biodiversity (first question). VBDO congratulates SBM on its technical breakthroughs in terms of wave energy. Does SBM has any other ambitions for 2015 (and which one) to develop renewable energy (second question)? In SBM's annual report SBM says that the Company is talking to suppliers about the sustainability supply charter. Does SBM intend to enforce certain matters on its suppliers (third question)? SBM's supply chain sustainability charter is not a public document. In terms of human rights, does SBM comply with the same standards and does SBM make its suppliers comply with those standards and if not, does SBM want a controllable human rights stipulation in its charter? Is SBM prepared to set exact objectives for the Company and its suppliers to make the chain circular and will SBM succeed this year? Mr Hepkema thanked Ms Roeleveldt for her compliments is a great step forward towards integrated reporting and broadening SBM's scope of sustainable operations. The Company is at a conceptual stage. SBM commits to many of the things suggested. One of SBM's ambitions on environmental impact is waste reduction. SBM measures waste per vessel. SBM conforms to SBM's operating and local requirements, but the reporting is still not consistent enough. SBM needs to analyse the figures and determine targets (first question). It is the same on energy reduction and CO 2 greenhouse gases. SBM is in a process of setting up internal benchmarking exercises, but these will not be ready for commitment to targets in Biodiversity effects are interesting. SBM's clients 8

9 perform environmental impact assessments in the context of their licence. The risks that clients describe in connection with impact on biodiversity are very low. SBM hasn t made it a priority. Is SBM ready to commit to targets for renewable energy in 2015 and beyond a sort of stating our good intentions? This is work in progress (second question). SBM is doing internal benchmark setting exercises. That is the first step of conceptualising. Next will be discussions with SBM's clients and then the publication of targets. SBM is very keen on circularity and SBM has started a pilot in SBM's supply chain. SBM is working on finalising its decommission policy and SBM's last two decommissions have been done on the basis of a policy that is expected to be published in the course of this year. SBM does believe there is a great future for more circular operations in the supply chain and it is one of SBM's spear points. After the pilot, SBM will come back with targets. SBM has published its Code of Conduct including human right commitments. SBM's suppliers in the contracts agree to abide by SBM's Code of Conduct. SBM's supply chain charter is still on a voluntary basis and SBM hasn't published its supply chain charter. SBM will publish that this year (third question). Mr Dirkzwager asked about the vessels and the contracts that run to 2020 (page 60 annual report). Mr Dirkzwager: The price of oil can stay at this level for quite a while. One of the reasons is that Iran may be re-entering the market and this will not improve the price. SBM's clients and 7 of the 14 FPSOs are for Petrobras, might start to complain. Is it possible that one of SBM's clients will say that SBM has to decrease the level? Mr Chabas thanked Mr Dirkzwager for his excellent question. SBM reviewed this when the price of oil decreased significantly. On average in SBM's fleet the cost of producing is less than USD 7 per barrel. In the current market environment the investment is made and SBM's clients are interested in continuing to produce with the existing unit and to stay with this contract. Otherwise SBM doesn't see a significant change in the attitude of its clients. Clients are asking for a reduction of the cost of the development of new projects and finding ways to reduce the cost of operation. SBM is trying to find ways to be more economical and to find win-win solutions. The risk of a contract being cancelled because a client cannot afford the payment is rather remote indeed. Mr Klein (Deminor) had three questions regarding Mr Taylor. Mr Klein: Can you please confirm whether you have filed a complaint in Monaco against Mr Taylor (first question)? Could you indicate whether these audio fragments were already in SBM's possession before they were publicly disclosed on the website of Quotenet (second question)? Have you heard anything from the public prosecutor in the Netherlands regarding those audio tapes (third question)? Mr Hepkema stated that charges against Mr Taylor were filed in Monaco on a specific date in September with a specific case number (information by our general counsel) (first question). Mr Taylor gave the tapes when he first contacted SBM to complain and said that he would make them public if SBM did not pay him (second question). That was a while after he had left SBM. The OM knew about these conversations and has had access to the entire file. Mr Hepkema has seen a public reaction from the CGU in Brazil, not from the OM (third question). Mr Keyner (VEB) asked about the risk profile of SBM and stated that the risk that Petrobras, SBM's main customer, will go bankrupt was missing. Mr Chabas stated that SBM monitors this on a monthly basis. If necessary, SBM is looking at a potential contingency plan. Petrobras is going through a difficult phase at this stage. They are producing a lot of oil today which is critical to the Brazilian economy. Today SBM is producing between 15 to 20% of the oil for Petrobras and SBM is generating cash flow for Petrobras. The interest of all the parties is really to keep going on the production and the cash flow. 3 Report of the Supervisory Board and of its committees for the financial year 2014 (Information) The Chairman stated that the Supervisory Board in the course of 2014 supervised the business and activities of the Company at a number of formally scheduled meetings, special or ad hoc meetings, conference calls and for regular informal contacts (page 77 and following in the annual report). Key issues which were reviewed in 2014 in addition to the recurring items are mentioned on page 79 and following of the annual report. A key point was the out-of-court settlement of USD 240 million reached 9

10 with the Dutch public prosecutor office and the US Department of Justice's determination not to prosecute. The Supervisory Board was very pleased with the way the Management Board and Mr Hepkema in particular were conducting this matter in a transparent manner. The strategy of the Company in the difficult low oil price business environment, the strategy with regard to the specific situation in Brazil (where for the time being the Company regrettably is suspended from tendering for Petrobras work) and the succession planning and proposal to appoint new members to the Supervisory Board and to the Management Board were some of the other key points reviewed by the Supervisory Board. The Supervisory Board received support from three committees (Audit Committee, Appointment and Remuneration Committee ("ARC") and the Technical and Commercial Committee ("TCC")). The committees made recommendations to the Supervisory Board which then decides on these recommendations (report of the Audit Committee can be found on page 80 of the annual report, of the ARC on page 81 and of the TCC on pages 81 to 82). An external consultant reviewed the functioning of the Supervisory Board and its committees in the year 2014 and its findings were discussed with each Supervisory Board member early in 2015 and in a plenary session of the Supervisory Board. The Supervisory Board had worked on a number of identified actions. The Supervisory Board proposes to appoint Mr Erik Lagendijk as a member of the Management Board and CGCO and Mr Philippe Barril as a member of the Management Board and COO. The Chairman stated that his last term of office was ending immediately after this AGM. Mr Frans Cremers, vicechairman of the Supervisory Board, will be chairman and Mr Tom Ehret, who is the chairman of the Technical Commercial Committee (TCC), will be vice-chairman of the Supervisory Board. The first term of office of Ms Katherine Rethy ends after this meeting. She indicated she is not standing for reelection. The Supervisory Board resolved to enlarge the Supervisory Board from its current seven members to eight members. The Chairman stated that he is pleased that the Supervisory Board has proposed to appoint three new members to the Supervisory Board: Mr Hepkema, till now member of the Management Board and CGCO, and Ms Laurence Mulliez and Ms Cheryl Richard (agenda item 11). The Supervisory Board will be compliant with Dutch legal requirements concerning gender diversity. Mr Keyner (VEB) asked for information about the outcome of the performance evaluation of the Supervisory Board and the committees and recommendations. Mr Cremers, SBM's vice-chairman of the Supervisory Board, stated that an evaluation with external parties has been done this year while last year an evaluation was based on internal questionnaires. The outcome was that the Supervisory Board and Management Board have worked very well together. There were no major concerns. The last four years of the Company were a tough period. Succession planning, jointly with the Management Board beyond the level of the Management Board, could be improved. Mr Van Leeuwen mentioned his concern about Mr Cremers in the function of chairman of the Supervisory Board. The Chairman stated that Mr Van Leeuwen was expressing his personal opinion. 4 Remuneration 4.1 Remuneration Report 2014 (Information) The Chairman stated that new legislation came into effect on 1 January 2013, which required listed companies to report to the AGM on the implementation and review of the Company's remuneration policy as approved at the AGM of 2011, RP 2011, and amended at the EGM of 2012, which led to the remuneration policy 2011 AA, AA meaning As Amended (pages and ). Mr Gugen, Chairman of the ARC, stated that the present management team only assumed their post in 2012 and they have inherited an awful lot of large and significant problems from the past. This Management Board took control of the inherited legacy projects. Secondly, the Management Board found practical options and a constructive solution for the YME project. They strengthened the balance sheet of the Company, achieved a record order book, returned the Company to profitability, refocused 10

11 on FPSOs and introduced controls. They have instituted a change programme. They have obtained record levels of project finance for a Company that was challenged. They have achieved a settlement with the OM with regard to the improper payments and an agreement with the US authorities not to prosecute. This Management Board is critical in returning value to shareholders. In this context 2014 forms the last of the designated turnaround period. The Supervisory Board specifically designed RP 2011 AA to deal with the very circumstances that the results were not necessarily going to be immediately reflective of the efforts of the Management Board and for the need as a Supervisory Board to retain such a top quality Management Board. There is correlation of the reward with those deliverables, targets which were set right back in 2012 when RP 2011 was created and approved by the shareholders at the EGM on 27 June Since then earnings per share have grown under IFRS basis, going from a negative of 45 cents in 2012 to 56 cents in 2013 and to USD 2.75 in 2014 which actually under IFRS is a record. The purpose of RP 2015 is to create a remuneration environment which is directly related to performance. The remuneration policies are producing tangible benefits and this Company will not only deliver solid financial results, but will do so in the very challenging oil market that SBM is now currently in. Mr Keyner (VEB) stated that there was a need for crisis management, which had its price. There are also several signs that the crisis managers who are now in place, have achieved a lot, but Mr Keyner thinks it is too early to really judge whether the final results are up to the expectations, which means the real results, to be able to provide the shareholders a generous yearly dividend. Mr Keyner: Perhaps the Company should wait another five years to really see whether the efforts of the existing Management Board are effective enough and also shareholders have been benefitting from those efforts? Mr Gugen mentioned that the Supervisory Board and particularly the ARC have looked at this element very carefully, particularly bearing in mind that shareholders are suffering. The cash element of the reward the Management Board had in 2014 actually went down in 2014 versus The shares went up. Those shares the Management Board members have to hang on to for three years. It gives the Management Board real alignment. With the introduction of RP 2015, the Management Board cannot dispose of shares even after that three-year period, until they have built up shares to a particular level. It would be wrong to continue to have a crisis management policy forever. SBM anticipated this before the end of the crisis period and brought the RP 2015 to last year s AGM. Mr Hendriks (MN Investment Partners) asked for an explanation in the annual report of the Supervisory Board's discretionary authority last year to pay the maximum short-term and long-term incentive bonus (first question). Has the Supervisory Board investigated the possibility to extend the claw back authority to material breaches of business principles or internal behavioural codes (second question)? Mr Gugen stated (first question) that the Supervisory Board followed RP 2011 AA strictly, which applies various calculation mechanisms to goals and some of the items referred to. Those were set back in The management team delivered those, that is why they actually have the reward they have had based on the EPS and based on those criteria. In relation to the STI, the report does not spell out the metrics and the Supervisory Board, due to reasons of confidentiality retain the right not to do so in RP 2011 AA. SBM has followed those strict rules (being the two-thirds, one-third) and in relation to the STI the Management Board met the earnings criteria and the personal goals. Mr Gugen stated (second question) that the Supervisory Board will take that into account when revising RP Remuneration of the Supervisory Board (Resolution see explanatory note) Mr Gugen stated that there has been no revision of SBM's remuneration for five years. SBM did a benchmarking exercise which shows that SBM was out of alignment. There were two minimum changes in particular. The first was attracting international talent and because of the additional travel time SBM proposes to introduce the payment of EUR 5,000 per intercontinental travel in order to fulfil their duties. In relation to the chairman, the remuneration was misaligned. A new chairman has been appointed. The challenges that the Company has been through and is still going through with the changing market conditions have radically changed the amount of effort that is required. In the Netherlands the consequence is that, to be able to take on chairmanships, people very often have to give up other positions. 11

12 Mr Keyner (VEB) stated that he understands some of the rationale for increasing, but failed to understand the EUR 5,000. Mr Keyner: Supervisory Board members in the Netherlands in general have underestimated their job. If people take their job seriously, an adequate reward needs to be put in place. SBM is not an AEX fund, it is a "Midkapper". Mr Keyner doubt whether the average chairman of a Midkap company gets 120 K as a reward for his supervisory role and asked Mr Gugen to elaborate on the benchmarking. Mr Gugen stated that SBM did the benchmarking at the time SBM was in the AEX and SBM intends to return to the AEX. 108,878,152 in favour, 824,493 votes against and 150,851 abstentions. 5 Annual accounts Information by PricewaterhouseCoopers Accountants N.V. on the audit at SBM Offshore N.V. (Information) Mr Jansen, partner of PricewaterhouseCoopers Accountants N.V. ("PwC), is responsible for the audit of the financial statements of SBM Offshore for 2014 (first audit for PwC). The annual report includes two reports from PwC. The first report is the report that deals with the audit opinion on the financial statements and the second report is PwC's assurance report on the sustainability data. PwC's responsibility is to express an opinion on the financial statements based on PwC's audit. This provides reasonable assurance that there is no mistake in the financial statements. PwC has organised its work based on risk assessment and takes the control environment of the Company into consideration. In terms of the audit process, PwC has a central PwC team and local PwC teams at each major location of SBM Offshore. With the central team most of PwC's work was done in Monaco where the group s management and main reporting functions are based. As a central team PwC coordinates the global order work of SBM. PwC issues instructions to local teams to audit the financial numbers of the regional centres. PwC gets their reports back and deals with the audit findings. PwC reviews all the critical accounting matters and issues that arise at group level. PwC audits the full consolidation and the process of how those numbers feed into the financial statements and disclosures. Apart from PwC's co-audit team, PwC makes use of experts. PwC uses valuation experts to deal with discount rates, uses fraud experts to deal with its approach in that area. PwC has used IT experts to review the IT controls and IT systems. PwC uses tax experts to check the Company's tax calculations and disclosures and PwC has used derivative experts to help the audit team with the financial instrument disclosures. At the start of PwC's audit PwC prepared its plan, and discussed it with the management, the Board and the Audit Committee. At the end of PwC's audit PwC reports its findings in a management letter and to the Board. PwC's audit work has led to an unqualified audit opinion which is dated 11 February PwC has issued a new style auditor report this year, which is mandatory for listed companies since It is a nine-page report which starts with conclusions, it contains our main reporting and it deals with the key aspects of PwC's audit (page 208 and onwards). PwC explained its organisational structure, audit approach and the materiality PwC has used. For materiality PwC looks at quantitative matrix, profit before tax, but also other qualitative factors. The key audit matters and the work PwC has done are included in the auditor's report. These are matters which PwC considers most important for its audit. These key audit matters are not supposed to say that these are areas where we found a lot of mistakes or engineering of results by management. These are complex accounting matters from an auditor's point of view. PwC has disclosed six key audit matters. The first one deals with revenue recognition on construction contracts and PwC covered a lot of ground on the business and on these contracts. There is a lot of significant judgement involved with respect to costs, cost recording and profit determination. The second key audit matter deals with the settlement with the Dutch public prosecutor on the investigation. The costs of the settlement have been recorded in the financial statements and disclosed. The other one is a contingent liability paragraph which is a note to the accounts which deals with the multiple investigations that were started in 2014 by the Brazilian authorities and which are continuing. The other key audit matter deals with changes in accounting policies. These changes have had a significant effect on the opening balance sheet of the Company. Another key audit matter deals with valuation of assets, particularly past impairments and reversals of impairments of legacy projects. That requires a lot of significant management judgement. The ultimate key audit matter deals with segment reporting (required under IFRS 8). It includes the Company's previously separated directional reporting, because that is how 12

13 management assessed the performance of the business. There is also reconciliation between the directional results and the IFRS results in the financial statements. The last item deals with the deterioration of market conditions, the lack of projects and tendering from Brazil, which is a key market for the Company, and obviously the Company's restructuring actions. PwC has checked whether the report of the Management Board is in line with the financial statements and whether all the necessary and required information is included in the report of the Management Board. For example, corporate governance items, compliance items, risk management, items in relation to the business, financial overview risk factors, and the management's remuneration. All these items have been properly disclosed in the Management Board report. PwC has also issued an assurance report (page 257 and further) about a review of sustainability information. This report provides limited assurance. PwC has reviewed sustainability information in the annual report, a number of sections in the report of the Management Board and that includes the Company profile, the corporate strategy and sustainability, the compliance section, HSSE information and human resources information. And also the many pages that deal with the performance indicators which are included in the GRI index table. The primary responsibility for fraud prevention and fraud detection lies with the management and PwC as auditors are required by our auditing standards to pay attention to fraud risk. PwC's audit (work) is designed in such a way that PwC is able to give reasonable assurance that there are no material errors in the financial statements and that also applies to fraud risk. Fraud was a very important part of PwC's audit approach and audit plan into PwC included a lot of procedures aimed at fraud risk. PwC has had many regular meetings with management, individually but also collectively, with the Audit Committee, with the compliance director, the risk officer, various Company staff and internal audit. PwC has reviewed all internal audit reports and all compliance reports. PwC has reviewed the policies issued by management around anti bribery and corruption. PwC has looked at the Company s controls and also system generated controls. PwC has selected manually journals where there is possibly an override of control for unusual matters and PwC has tested those. PwC has audited significant accounting estimates prepared by management, to see whether there was management bias. The two key audit matters are in our report. PwC has looked at the whistleblower policy, at the reports that were issued and have been dealt with and followed up. PwC visited certain locations outside Monaco where PwC does most of its work. PwC had a tour at the Brasa yard in Brazil, PwC did detailed audit work on the treasury function in Marly, Switzerland and PwC have requested all its local audit teams to look specifically at fraud procedures and report back on those. PwC have tested local staff s understanding of compliance with policies. And during its audits PwC included items in its test work for unpredictability (such as smaller items and items one would not normally test). PwC has looked at the arrangements with agents that are currently with SBM. PwC has looked at the reasons why these agents are used. PwC looked at the services received by SBM and looked at the basis for payments to these agents and SBM's internal review process in using those agents. And there aren't many anymore, as PwC understands. In PwC's first year PwC did a lot of audit work and based on this audit work performed, PwC issued an unqualified auditor's report. PwC believes that the financial statements of SBM Offshore N.V. for 2014 provide a true and fair view. As a result PwC believes that the accounting policies used by the Company, based on the Company as a going concern, are appropriate. Mr Keyner (VEB) asked in relation to the allegations whether PwC was surprised (and does it have any relevance) about the information which has been communicated to the market from a source which may be questioned, but at least it was communicated. Mr Jansen replied that it is PwC's task that if there were key events in 2014, the financial impact of that is properly disclosed and recorded in the financial statements. PwC has had a lot of meetings with the Management Board, with the Audit Committee and with individuals. PwC has tested assertions made by management, opinions that were given to PwC, facts that were not necessarily observable. PwC has reviewed those for reasonableness and verified information. Everything that should have been recorded in the financial statements has been properly recorded in those financial statements. 13

14 Mr Keyner (VEB) asked if PwC had seen some of those, at least those things that have been communicated to the public. Mr Keyner: Has PwC seen that in 2014 or when checking the numbers and the risk profile during PwC's work for SBM? Mr Jansen replied that PwC has been involved basically from day one. PwC has asked for information and received information. PwC has been involved on an ongoing basis with the audit. Mr Keyner (VEB) stated that he understood the tapes were communicated earlier of course in trying to blackmail the Company, so the tapes were already in the Company's possession. He asked whether Mr Jansen had listened to those tapes himself. Mr Jansen stated that PwC signed the audit opinion in February 2015 and since then PwC has had more meetings with the management. Mr Jansen has not personally heard those tapes, but has seen transcripts. Mr Keyner (VEB) asked Mr Jansen to explain why no additional provisions had been made in the financial statements assuming a potential liability for fines to come out of Brazil. Mr Jansen stated that there is a risk and exposure, financial risk and exposure to the Company. When PwC signed the opinion in February, the whole situation was extremely complex. Booking a provision, because of an anticipating future event, is not allowed under accounting standards. Mr Van Rossum, SBM's Chief Financial Officer, stated that these kinds of disclosures are the responsibility of the Management Board. The Management Board concluded that it is not possible to make an estimate of what the consequence could be and therefore making a disclosure, a contingent liability disclosure is the proper way forward. Mr De Buijzer noted that a connection has been made between the directional view of the figures and the IFRS view. No interest costs or benefits are recorded, no tax is recorded and there is no information about the balance sheet under the directional view. Mr Van Rossum explained the combination of two accounting rules. The first one is lease accounting: most of the economic value of the object accrues to the client. It is a sale with a financing arrangement. The second rule is project accounting. IFRS rules say that during the three years of construction, revenue need to be recognised and profit if it is for a sale. Since most of SBM leases are finance leases (therefore not leases but sales) SBM recognises most of the revenue of a large project during the construction phase. That is aggressive. SBM has had discussions with a lot of parties on this, because the investors were complaining about the lack of transparency under IFRS. The analysts were complaining about it, and SBM had discussions with its stakeholders, investors and bankers. SBM spoke with the AFM and the International Accounting Standards Board. The advice that SBM was given particularly by the authorities, was: we understand that directional is a much better reflection of how SBM manages its business, but put it in segment reporting because then it is subject to external audit review. That is what SBM has done. SBM hasn't put the balance sheet under directional terms because of two entirely different profit and loss, two sets of financial numbers. It is very difficult to keep the overall coherence. SBM is using the directional numbers to provide relevant information and to be transparent. Mr De Buijzer stated that he did not question the transparency, but as a former analyst he likes a model which has both the P&L and the balance sheet in it and prefers directional numbers above the IFRS. Mr Van Rossum replied that SBM is now giving more disclosures in terms of the cash flow. The investment community is asking for CAPEX numbers on a directional basis. Nicolas Robert (head of Investor Relations) is working on that. With the half-year results SBM can give you more transparency. 5.2 Adoption of the Annual Accounts (Resolution see explanatory note) The Chairman noted that the consolidated financial statements and the other financial data could be found on pages of the annual report The annual accounts 2014 were audited by PwC Accountants, the Company's external auditor in The auditor's report and the unqualified opinion 14

15 could be found on pages of the annual report. A copy of the annual report signed by the Supervisory Board and Management Board and a copy signed by the external auditor are available from the Company Secretary. The annual accounts have been approved by the Supervisory Board in accordance with article 28 of the Articles of Association of the Company. 109,705,490 votes in favour, no votes against and 147,607 abstentions. 5.3 Dividend policy (Information and discussion) Mr Van Rossum stated that the current policy shall be replaced by the new policy tomorrow. The current policy states a dividend of 50% of IFRS net income in shares or in cash. IFRS does accelerate income and revenue quite aggressively and well before the cash is earned on contracts. In 2014 the delta in revenue between IFRS and directional was around USD 2 billion. Under IFRS the Company showed a net income of close to USD 600 million. SBM made around USD 85 million on a cash flow basis. Under the current policy SBM would have paid out approximately USD 300 million in dividend in 2015 over 2014, while the cash flow is still years away from being paid by the clients. That would mean that SBM would have to borrow to pay dividend. The Company has lost a lot of money over the last number of years. The legacy projects have left a gap of close to USD 3 billion in net income over those years. The Management Board has felt it is too early to pay a dividend for 2014 while SBM is still working on the solvency of the Company. Secondly, in 2014 SBM spent more money on capital expenditure on the investments in the fleet than incoming revenue. Free cash flow was negative and it would have meant that SBM would have to borrow to pay dividend. The new policy shows a number of changes. The dividend will be linked to directional net income. Directional reporting is now part of the audit process. Dividend will be paid out of positive free cash flow. If in 2016 the cash generation is positive, it will allow SBM to pay a dividend over 2015, provided there is a positive directional net income. SBM will set a target range of 25 to 35% of the directional net income for dividend. SBM will not pay out the entire income because the Company will need to retain equity to grow the business. Ignoring the impact of the legacies over the last couple of years and looking at underlying directional net income over 2012, 2013 and 2014, the bottom line came to an amount of between USD 300 and USD 375 million. Based on the new policy, this would have resulted in a dividend of 30 to 50 eurocents per share. The Company has expressed it as a percentage of the share price on the day of the AGM that was to vote on it. That means a dividend return of just over 2% to just under 4%. SBM is not going to promise the shareholders a 2 to 4% dividend return, but the Company wants to get back to a normal dividend policy. On the basis of this particular policy SBM believes that SBM can pay a decent return while still maintaining the growth which would also result in the market recognising it as an increase in the share price, giving the shareholders a proper total shareholder return. Mr Dirkzwager asked what was meant by sufficient free cash flow. Mr Van Rossum explained the definition of free cash flow as cash from operations minus capital investments. Effectively it is the cash flow before payment of interest and repayment of loans. SBM has been very consistent in what it has said about dividend. When the Company issued new capital in 2012 and 2013, SBM gave an indication in the prospectus that SBM did not expect to pay dividend over 2013 and SBM re-emphasised that with the results for And SBM now is codifying this as the new policy and will reflect this on its website. 6 Discharge 6.1 Discharge of the Managing Directors for their management during 2014 (Resolution see explanatory note) 15

16 The Chairman stated that in accordance with the Articles of Association it is proposed to grant discharge to the members of the Management Board for their management during the year Mr Keyner (VEB) remarked that VEB would like to wait for the answers to the precise questions before having a final opinion on whether to grant discharge or not, so for now VEB will withhold its opinion. 104,535,742 votes in favour, 1,209,509 votes against and 4,106,217 abstentions. 6.2 Discharge of the Supervisory Directors for their supervision during 2014 (Resolution see explanatory note) The Chairman stated that in accordance with the Articles of Association it is proposed to grant discharge to the members of the Supervisory Board for their supervision during the year ,539,751 votes in favour, 1,078,047 votes against and 4,232,679 abstentions. 7 Corporate Governance: summary of the Corporate Governance policy ( Information see explanatory note) The Chairman referred to the Corporate Governance section in the annual report (pages 42-51) with a summary of the corporate governance policy, which aligns with the best practices of the Dutch Corporate Governance Code and with the compliance section (pages 43-45) which set out the compliance structure and the initiatives taken to enhance compliance throughout the Company. The Company is currently fully compliant with the Dutch Corporate Governance Code. The risk management section (pages 46-55) describes the Company's risk appetite, the design and effectiveness of the internal risk management and control system, the major achievements in the year under review and the major improvements plan for Reference is made to the control statement by the Management Board. 8 Authorisation to issue ordinary shares and to restrict or to exclude pre-emption rights 8.1 Designation of the Management Board as the corporate body authorised subject to the approval of the Supervisory Board to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 4 of the Company s Articles of Association for a period of eighteen (18) months (Resolution see explanatory note) The Chairman stated that in accordance with article 4 of the Company's Articles of Association, it is proposed to designate the Management Board as the corporate body authorised subject to the approval of the Supervisory Board to issue ordinary shares and to grant rights to subscribe for ordinary shares. The authorisation is limited to 10% of the issued ordinary shares as per the 2015 AGM, which percentage will be increased to 20% in case of mergers, acquisitions or strategic cooperation. This authorisation is requested amongst others to allow the Management Board to react in a timely manner with regard to financing of the Company. The period of the authorisation requested is 18 months as of the date of the AGM The authorisation granted at the AGM of 17 April 2014 for a period of 18 months will be cancelled for the remaining period. 98,114,137 votes in favour, 11,593,155 votes against and 144,186 abstentions. 8.2 Designation of the Management Board as the corporate body authorised subject to the approval of the Supervisory Board to restrict or to exclude pre-emption rights as provided for 16

17 in article 6 of the Company s Articles of Association for a period of eighteen (18) months (Resolution see explanatory note) The Chairman stated that in accordance with article 6 of the Company s Articles of Association it is proposed to designate the Management Board as the corporate body authorised subject to the approval of the Supervisory Board to restrict or to exclude pre-emption rights in connection with the issue of and/or granting of rights to subscribe for ordinary shares in accordance with article 2.96a of the Dutch Civil Code. As it is the case for the proposal referred to under agenda item 8.1. this designation is limited to a period of 18 months, as of the date of the 2015 AGM of shareholders. The authorisation granted at the AGM of 17 April 2014 for a period of 18 months will be cancelled for the remaining period. 96,272,679 votes in favour, 13,429,103 votes against and 148,186 abstentions. 9 Authorisation to repurchase ordinary shares: authorisation of the Management Board subject to the approval of the Supervisory Board to repurchase the Company s own ordinary shares as specified in article 7 of the Company s Articles of Association for a period of eighteen (18) months (Resolution see explanatory note) The Chairman stated that in accordance with article 7 of the Company's Articles of Association, a request has been made to authorise the Management Board subject to the approval of the Supervisory Board and without prejudice to the provisions of article 2:98 of the Dutch Civil Code, to acquire ordinary shares representing up to 10% of the Company s issued share capital as of the date of this AGM. The period for the authorisation requested is 18 months as of this date. The mandate is requested to acquire ordinary shares at a price per ordinary share between the nominal value of the ordinary share and 110% of the average price of the ordinary shares on the New York Stock Exchange Euronext Amsterdam N.V. during the five trading days prior to the acquisition. This authorisation to repurchase ordinary shares provides the Management Board with the approval of the Supervisory Board with the needed flexibility to fulfil its obligations deriving from employment-related share plans and for other purposes. The duration of this authorisation is 18 months starting with the adoption of this resolution. The authorisation granted at last year's AGM will lapse with this new resolution. Mr Dirkzwager asked about the necessity of this proposal. Mr Van Rossum stated that SBM uses this facility to buy shares for the remuneration package for senior staff in the Company. The 10% is a standard number. Mr Dirkzwager replied that he heard that SBM might buy shares for other purposes. Mr Van Rossum confirmed SBM will get back to the shareholders when buying shares for other purposes. 109,706,282 votes in favour, 1,001 votes against and 144,185 abstentions. 10 Composition of the Management Board 10.1 Resignation of Mr S. Hepkema as a member of the Management Board and Chief Governance and Compliance Officer (Information) The Chairman referred to the resignation of Mr Sietze Hepkema as member of the Management Board. As announced in the Company's press release of 17 December 2014, Mr Hepkema has decided to retire as member of the Management Board and Chief Governance and Compliance Officer with effect of this AGM. 17

18 10.2 Appointment of Mr E. Lagendijk as a member of the Management Board and Chief Governance and Compliance Officer (Resolution see explanatory note) The Chairman stated that the Supervisory Board resolved in accordance with article 17 of the Company's Articles of Association to make a non-binding proposal to appoint Mr Lagendijk as a member of the Management Board and Chief Governance and Compliance Officer for a first term of office of four years, expiring with the AGM of 2019 (see personal information in explanatory note 10.2). Compensation in case of termination of the services contract by the Company will not exceed one time the annual salary or if this is manifestly unreasonable in case of dismissal during the first appointment term, up to twice the annual salary (see page 98 annual report). This also applies to the services contract with Mr Philippe Barril (item 10.3). 109,592,232 votes in favour, 385 votes against and 259,236 abstentions Appointment of Mr P. Barril as a member of the Management Board and Chief Operating Officer (Resolution see explanatory note) The Chairman stated that the Supervisory Board resolved in accordance with article 17 of the Company's Articles of Association to make a non-binding proposal to appoint Mr Barril as a member of the Management Board and Chief Operating Officer for a first term of office of four years, expiring at the AGM of 2019 (see personal information in explanatory note 10.3). 109,591,720 votes in favour, 385 votes against and 259,236 abstentions. 11 Composition of the Supervisory Board 11.1 End of term resignation of Mr H.C. Rothermund as a member of the Supervisory Board 11.2 End of term resignation of Ms K.A. Rethy as a member of the Supervisory Board 11.3 Appointment of Mr S. Hepkema as a member of the Supervisory Board The Chairman stated the end of his term of office and his resignation as a member of the Supervisory Board. Mr Frans Cremers, vice chairman of the Supervisory Board, will be chairman of the Supervisory Board after this meeting. Ms Rethy has reached the end of her first term of office and has indicated she will not stand for reappointment. In the name of the Supervisory Board I would like to thank Kathy for the very valuable contribution she has made to the workings of the Supervisory Board and I ask you to join me wishing Ms Rethy the best in her future. Then the appointment of Sietze Hepkema as a member of the Supervisory Board (item 11.3): the Supervisory Board resolved in accordance with article 23 of the Company's Articles of Association to make a non-binding proposal to appoint Mr Hepkema as a member of the Supervisory Board for a first term of office of four years, expiring at the AGM of If the general meeting appoints Mr Hepkema as a member of the Supervisory Board, he will join the Audit Committee as one of its members. For the personal details of Mr Hepkema I refer to the explanatory notes to the agenda. Mr Keyner (VEB) stated that the VEB will vote against this proposal. Mr Keyner: In the Netherlands we try to keep some distance between the Supervisory Board and the executives. It is not wise to take this kind of step in SBM since there are at least allegations, there are suspicions, either correct or not, that perhaps in the past year SBM has not been communicating properly with its investors, where of course Mr Hepkema had a major and very important role. The Chairman mentioned that SBM views the transition of Mr Hepkema to the Supervisory Board as a continuity provider, which is an extremely important element when considering the appointment. One very specific responsibility of the Supervisory Board is succession planning for the Supervisory Board 18

19 and the Management Board. This year this was a particularly important task, given the expansion of the Management Board from three to four members, with the nomination of a COO. The Supervisory Board had decided to maintain the position of CGCO, since the Supervisory Board is convinced that the CGCO position is extremely important. We had the succession of Ms Rethy and the Chairman as members of the Supervisory Board. Looking at the requirements for selecting members of the Supervisory Board, there is the degree of continuity, and particularly the diversity of experience, personalities, gender and the Supervisory Board composition. In the past we had a bias with technical and financial functions and a certain gender -imbalance. These are really generic elements which the Supervisory Board took into account in managing the succession planning. The Supervisory Board has identified Mr Hepkema as a very strong candidate for the Supervisory Board position. Because of his legal background, his extensive and broad experience, his integrity, his stature in very numerous diverse business and societal environments. The Supervisory Board stands firmly behind the proposal to the shareholders to nominate Mr Hepkema as Supervisory Board member. Mr Keyner (VEB) stated that he was not raising any doubt about integrity, but there may be some uncertainty about SBM. Investors would expect to be 100% sure that the non-executives have no real relation operationally or as a manager to any kind of circumstances which may later be considered to be inappropriate. Mr Van Rossum stated that the events of 2014 have attracted a lot of attention. SBM has been talking to investors in the Netherlands, the United Kingdom and the United States on a regular basis. The announcement that Mr Hepkema was resigning from the Management Board and would join the Supervisory Board has been seen by many large investors with a big sigh of relief. The fact that the Supervisory Board and the Management Board have full confidence in Mr Hepkema and nominated him for appointment to the Supervisory Board shows continuity, trust and it shows there is nothing wrong with how we managed the process. It is a matter of succession. That clarity is appreciated by a lot of investors. 106,982,719 votes in favour, 2,605,129 votes against and 264,003 abstentions Appointment of Ms C. Richard as a member of the Supervisory Board (Resolution see explanatory note) The Chairman stated that the Supervisory Board resolved in accordance with article 23 of the Articles of Association of the Company to make a non-binding proposal to the General Meeting to appoint Ms Cheryl Richard as a member of the Supervisory Board for a first term of office of four years expiring at the Annual General Meeting of shareholders of If the general meeting appoints Ms Richard as a member of the Supervisory Board, Ms Richard will have a standing invitation to join any committee meeting she may want. Committee membership for the following years will be decided on in For the personal details about Ms Richard, reference is made to the explanatory notes. 109,523,649 votes in favour, 62,329 votes against and 265,875 abstentions Appointment of Ms L. Mulliez as a member of the Supervisory Board (Resolution see explanatory note) The Chairman stated that the Supervisory Board resolved in accordance with article 23 of the Articles of Association to make a non-binding proposal to appoint Ms Laurence Mulliez as a member of the Supervisory Board for a first term of office of four years expiring at the Annual General Meeting of shareholders of If the general meeting appoints Ms Mulliez as a member of the Supervisory Board she will have a standing invitation to join any committee meeting she may want to. Committee membership in 2016 and the following years will be decided at a later stage. For the personal details about Ms Mulliez, reference is made to the explanatory notes. 109,522,648 votes in favour, 63,330 votes against and 265,875 abstentions. 19

20 12 Communications and questions Ms Roeleveldt (VBDO) asked whether the Chairman was prepared to answer the questions that had been submitted in writing. Mr Van Rossum confirmed he would do so. Mr Cremers, vice chairman of the Supervisory Board, thanked Mr Rothermund. When Mr Rothermund arrived at the Company in 2003, it was not called SBM Offshore. The Company was called IHC Caland and it was a time that well-known people in the Netherlands like A. Jacobs and J.D. Bax were still Supervisory Board members. Heinz Rothermund, after two years on the Supervisory Board, in the year 2005, took over the chairmanship. He has led the Company over the last ten years through what at times was an extremely rocky and intense period. Heinz, you have done that with extraordinary dedication and great commitment and also at the same time which I have witnessed, with great continuing interest in the personal situation of people. On behalf of all the members of the Supervisory Board and I trust also you, shareholders, I would like to thank you and I would like to ask for a warm round of applause from all shareholders. The Chairman thanked Mr Cremers and stated that it had been a great time to be in SBM. It has been challenging, but Mr Rothermund has enjoyed the warmth of the environment with the people he has been working with. Mr Rothermund thanked the shareholders. There has been very strong shareholder approval, even though that has not always been the easiest thing for the shareholders to do. Mr Rothermund also formally thanked the shareholders, thanking the shareholders as representatives for all the shareholders for all the support they have given the Company. 13 Closing The Chairman closed the meeting. Heinz C. Rothermund Chairman of the Supervisory Board B. Verwilghen Company Secretary 20

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