Update on the Internal Investigation

The Company has received numerous questions from all its stakeholders on why the resolution of this issue is taking so long. The Company believes that it is in everybody´s interest to get this issue resolved as swiftly as possible. It has worked with the Dutch Public Prosecutor’s office and the US Department of Justice for the last 20 months, and continues to work closely with them in order to assist them in their efforts to bring this matter to a proper closure as swiftly as possible.

The Company wishes to take this opportunity to stress the following points in relation to the investigation and the events that prompted it:

• The Company, under its new management, voluntarily disclosed the internal investigation to the Dutch Public Prosecutor’s Office and the US Department of Justice in the first half of 2012.  In the Netherlands no company before us has reported at its own initiative. Since then, we have fully cooperated with the authorities, and will continue to do so going forward.

• Early 2012, at the outset of the investigation, the Company froze payments to sales agents to avoid the possibility of any continued potentially improper payments. The Company also subjected all sales agents to a rigorous internal review and validation process in order to determine whether or not the Company would continue to use these agents.

• During 2012 and 2013, the Company took many actions to reinforce ethics and compliance throughout its operations globally: it conducted a thorough review of its compliance policies, it established a separate compliance function reporting at Management Board level, it implemented recommendations from forensic accountants for the enhancement of its internal controls and it conducted a record number of trainings, online and face-to-face, of its staff and third parties.  All these actions have profoundly impacted the company culture and promoted transparent ways of working which are now recognised to be part of the company DNA.

In its recent history, the Company has faced and surmounted significant challenges, including those related to the so-called legacy projects. The current situation is similarly challenging, but the Company is confident it will successfully conclude this matter.

Going forward, the Company will provide at least quarterly updates on the status of the investigation.

Set out below is the chronological list of key events the Company first published on its website on 10 February 2014:

August 17, 2011

• Announcement that the CEO would stand down at the end of 2011 and that Bruno Chabas would be proposed for appointment to the Management Board. Mr. Chabas was appointed to the Management Board as Chief Executive Officer (CEO) effective January 1, 2012 at the extraordinary meeting of shareholders of 14 December 2011.

April 10, 2012

• SBM Offshore disclosed that it had become aware in the course of 2012 of certain sales practices involving third parties which may have been improper. An internal investigation was initiated and disclosed to the appropriate authorities. Outside counsel and forensic accountants, reporting to the Board of Management and Supervisory Board, were engaged to conduct a thorough investigation.
• A new Management Board position of Chief Governance and Compliance Officer (CGCO) was created. Sietze Hepkema joined the Company with immediate effect.

March 28, 2013

• Press release issued to provide update on the internal investigation. The Company stated the following:

-“there are indications that substantial payments were made, mostly through intermediaries, which appear to have been intended for government officials.”

– “In the course of the investigation allegations were made of improper payments in countries outside Africa but to date no conclusive proof of such allegations has been established.”

• Identification of potentially improper sales practices in certain African countries in the period 2007 through 2011 investigated, in order to determine whether these alleged payments violated anti-corruption laws.
• With “intermediaries” the Company is referring to sales agents. The Company does not give an indication how much of the payments to sales agents, if any, have actually been paid to government officials.

April 3, 2013

• Prospectus in connection with Rights Issue on the back of the announced Yme settlement published providing an update on the initial feedback of the investigation into potentially improper sales practices.

February 7, 2014

• The Company referred to an attempted extortion by a former employee Statement made in press release indicating that the “investigation centers around potentially improper sales practices in two countries in Africa, and in one other country outside of Africa.”