1 Business Environment

1.1 At a Glance

1.1.1 Message from the CEO

SBM Offshore is the world’s ocean-infrastructure expert. We use our expertise to contribute to cleaner, more efficient floating production solutions servicing the offshore energy sector. This starts with advancing our core business and investing in technology to further decarbonize our traditional activities – and we made great progress in our True. Blue. Transition. promise over the course of 2024.

On the back of multiple concurrent and successfully executed projects combined with historic production levels in our fleet, SBM Offshore has delivered record results. Moreover, this sustained, high level of activity across the EPC scope and the Operating fleet was performed while maintaining our absolute priority to protect our colleagues and worksite personnel. 

We are proud of our HSSE culture and concluded the year with no significant injuries to personnel. This consistency across our global operations means we have met our targets in both our leading and lagging safety performance indicators. We never take this level of performance for granted and recognize our people for their commitment.

In addition to excellence in our operating activities, we also saw success in our commercial efforts. We secured multiple major contract awards replenishing our order book of committed contracts to US$35.1 billion at year end. This, despite the delivery of a record US$6.1 billion of Revenue and US$1.9 billion EBITDA from the backlog that existed at the beginning of the year.  

We began the year with an evolution in leadership. The current executive leadership has reinforced the strategic vision and laid out a journey based on excellence. While advancing towards new possibilities, we fully leverage the lessons learnt.

The Operating fleet saw the start-up of FPSO Sepetiba for Petrobras in January 2024, our first new start-up in Brazil since 2016. FPSO Sepetiba will be followed by FPSO Almirante Tamandaré, currently being commissioned offshore Brazil, and subsequently FPSO Alexandre de Gusmão which left China for the Brazilian waters late December in 2024. With FPSO ONE GUYANA also due for start-up in 2025, we are on track to deliver a total of six Fast4Ward^® projects – a true testament to the strength of our strategy and the capabilities of our teams. 

Combined, these six assets represent 655,000 barrels of oil per day production capacity. Not only are we addressing continued reliance and declining oil supply, but our teams are setting the pace of production with the evolution of the Fast4Ward^® units. We are growing our share in a growing deepwater market, and we attribute that to our competitive breakeven prices, lower emission intensity, outstanding operations, and continuous improvement across the full product lifecycle. 

The standardization philosophy that underpins all our Fast4Ward^®FPSOs equally provides great data points across the lifecycle of our FPSO product, optimizing our execution capabilities and asset performance management. We already see great benefits in our recently awarded FPSO Jaguar for Guyana and GranMorgu FPSO for Suriname. In parallel, we are advancing our digital program to be even better positioned through our growing data bank.

FPSO Jaguar is our fifth project for ExxonMobil in Guyana. Our current Guyanese operations are producing well above the initial name-plate capacity, and together with FPSO ONE GUYANA, FPSO Jaguar will bring the production capacity of the fleet to 1.08 m bbls/day. 

We are grateful for the trust TotalEnergies has placed in the SBM Offshore team and our Fast4Ward^® program through the GranMorgu FPSO award, and we look forward to working in Joint Venture with Technip Energies on this project. 

We are also delighted to once again provide a turret to the market, and welcome Woodside back into our client portfolio with the award of the disconnectable FSO for Trion.

The continued development of our Fast4Ward^® program and focus on our FPSO product line is evidence of our firm belief that the demand for oil will remain strong, and deepwater oil will dominate new developments in the years to come.

We observe a healthy prospect pipeline matching our concept, mainly in the South American and West African regions. Through our partnership yards in China, our proven Multi-Purpose Floater (MPF) strategy has taken meaningful strides in 2024 with the ninth and tenth hulls ordered to support our ongoing tendering activities. 

Adding Mexico and Suriname to our portfolio of operating countries through the 2024 project awards furthers our positioning in South America and in emerging deepwater markets. As always, we remain selective in the prospects we pursue with our attention on generating the right return levels for each new award and will continue to drive the competitive positioning gained through our Fast4Ward^® program in a positive deepwater market. 

Believing that the oil market will remain strong is no contradiction to SBM Offshore’s commitment to positively contribute to the pace of the energy transition and the broader Blue Economy.

Our technology development focus is centered around our emissionZERO^®FPSO concept for our core business. At the same time, we gauge market potential for new ocean infrastructure solutions to pioneer for the future.

Accelerating our strategy means looking for strategic partners where existing technologies enhance our offering and are complementary to our own capabilities and expertise. Our market-ready Carbon Capture module design, developed in partnership with Mitsubishi Heavy Industries, our joint venture with Technip Energies to expand on the Floating Offshore Wind experience of Provence Grand Large, and the partnership with Ocean-Power to offer low-emission power solutions, are clear examples of what we can achieve with this approach.

SBM Offshore is demonstrably on the right path. There is great value to harvest from our growing backlog through strategic stability and strong team collaboration. Our commitment to continuous improvement and excellence ensures we become a better performing company, every day. 2025 will be a year focused on cultivating opportunities and taking our impact even further.

Thank you to all our stakeholders for your support and belief in SBM Offshore. 

Company Highlights

1.1.2 2024 In Brief

1.1.3 Performance Summary

Over the years, SBM Offshore has matured the performance management, data control, target setting and reporting – most notably from 2014 – using Global Reporting Initiative (GRI) as the main framework, which integrates business and Environmental, Social and Governance (ESG) topics in one materiality assessment.

The last Materiality Assessment was conducted in 2023 and is renewed every four years. In the intervening years between, updates are conducted to maintain the understanding of the surrounding context, including relevant changes in economic, environmental and social impacts, when necessary.

According to European Sustainability Reporting Standards (ESRS), the sustainability information shall disclose the material data, distinguishing between information required by the standard and other information included in the report.

The material topics are embedded and reflected in SBM Offshore’s strategy, processes and plans. In order to comply with ESRS requirements and to enable a more clear, comprehensive and meaningful narrative, in this Annual Report 2024 the 12 topics that resulted from the 2023 Double Materiality Assessment (DMA) are separated into two categories: business topics and ESG material topics.

Six topics which are purely business and strategic ones but not material as per ESRS, are: Market Position; Economic Impact; Energy Transition; Operational Excellence and Quality; Innovation and Digitalization. They are named Business Topics and are included in this chapter 1, along with an explanation of SBM Offshore’s business context.

The other six topics, deemed material as per ESRS, are named ESG Material Topics and reported in chapter 3.

SBM Offshore is confident that the new reporting structure appropriately fosters a clearer understanding of the business, management approach and performance. The Management Board and Supervisory Board members were consulted on the reporting new structure and provided their validation.

The Connectivity Table, that follows this section, aims to summarize the strategy, value creation and performance per ESG topic.

1.2 Business Context

1.2.1 Blue Economy

The Blue Economy looks at the vast potential of the oceans, seas and coasts to bring sustainable economic growth to both developing and developed countries, creating jobs and prosperity for people while maintaining the long-term health of the ocean environment. It brings together various economic sectors and the policies governing them, to ensure the overall impact on ocean resources is sustainable.

Every year, the Blue Economy has an estimated turnover of between US$3 and US$6 trillion. From the shipping industry to fish farming, oil and gas to offshore wind, it encompasses a wide range of economic activities and growing opportunities.

SBM Offshore, with its decades of experience in ocean infrastructure, is a Blue Economy company. The capabilities obtained in delivering over 500 floating structures worldwide already play a role in different value chains, such as the oil and gas sector and offshore wind. Such skills and expertise are also readily transferable to other value chains and SBM Offshore is actively exploring new avenues within the Blue Economy to deliver sustainable economic growth in the world’s oceans.

1.2.2 Market segmentation

SBM Offshore delivers FPSOs that process well fluids into stabilized crude oil for temporary storage on board, before being offloaded to a shuttle tanker. Oil and gas enhanced recovery systems − such as water injection, gas injection, chemical injection and gas lift systems − are used to improve efficiency and production levels.

SBM Offshore provides full lifecycle solutions for FPSOs, including design, engineering, procurement, construction, installation, commissioning, operation and decommissioning.

Leveraging its Fast4Ward^® program, SBM Offshore accelerates FPSO project delivery, reduces costs and enhances HSSE standards through standardization. The emissionZERO^® program is also key to sustainable growth: SBM Offshore’s latest FPSO designs include several carbon reduction features, such as CO₂ removal from gas streams, combined cycle gas turbines and deepwater intake risers.

SBM Offshore is the recognized technology provider for Turrets and Mooring Systems (TMS) and fluid swivels. SBM Offshore provides the offshore industry with a complete range and variety of solutions delivered through a full EPCI product lifecycle.

Via its Imodco subsidiary, SBM Offshore supplies offshore (off)loading terminals. The Catenary Anchor Leg Mooring (CALM) is a Single Point Mooring (SPM) system composed of a floating buoy that performs the dual function of keeping a tanker moored and transferring fluids while allowing the ship to weathervane. The Tower Loading Unit (TLU) is also an SPM system, suitable for shallow water depths, harsh environments, and multiple transfer applications. SBM Offshore provides full lifecycle solutions for terminals, including design, engineering, construction, installation and aftersales services.

When it comes to the installation of its floating facilities, SBM Offshore is able to propose integrated installation services with in-house installation engineering expertise together with its own dedicated installation vessel. The Normand Installer was specifically built for deepwater mooring installation and hook-up and therefore offers SBM Offshore a unique value proposition for its FPSO installation, as the sole FPSO provider keeping full control of its floater installation.

SBM Offshore consistently leverages data to optimize fleet operations and asset lifecycles. Its portfolio of services focuses on reliability, integrity and performance of offshore assets.

Floating offshore wind turbines enable access to deeper water than conventional fixed-bottom wind turbines. This reduces visibility from shore and expands the viable area for wind energy deployment, potentially to areas with higher and steadier wind characteristics. SBM Offshore has successfully delivered Provence Grand Large in 2023, leveraging its Float4Wind^® concept with tension leg mooring and its experience in EPCI for floating solutions.

All activities related to this developing FOW market will be carried out in the future exclusively by Ekwil, a joint venture by SBM Offshore and Technip Energies created in 2024.

Floating Energy Hubs are floating units delivering electricity to power industrial processes or feeding it into the electricity grid. The demand for low-carbon electric power is steeply increasing and SBM Offshore is exploring and advancing the concept of providing reliable, affordable, low-carbon electricity to decarbonize offshore power generation and contribute to supporting the electricity grid.

SBM Offshore has signed a partnership agreement in this field to further progress the development and commercialization of a floating gas-powered hub with carbon capture.

SBM Offshore has developed, with its partners, a qualified carbon capture module to capture carbon emissions from the gas turbines onboard FPSOs. This compact modular solution allows a significant reduction of more than 70% of the overall emissions associated with the production of oil and gas from FPSOs. The solution is being developed as part of SBM Offshore’s emissionZERO^® program, leveraging SBM Offshore’s industry leading Fast4Ward^® principles.

SBM Offshore’s CO₂-injection Tower Loading Unit enables a cost-efficient alternative scheme to carbon capture and storage (CCS) pipeline projects, with three functions: carrier berthing, CO₂ transfer and hoisting the injection booster pumps to match the offshore CO₂ storage reservoir pressure.

SBM Offshore’s suite of jetty-less concepts for safe and cost-efficient transfer systems is well suited for export or import to ammonia projects, which are characterized by the large and frequent loading or offloading of ammonia carriers.

1.3 Strategy and Value Creation

1.3.1 Purpose and Promise

SBM Offshore’s purpose is to share its experience for a better blue tomorrow. SBM Offshore believes the oceans play a fundamental role in the sustainable future of the world. As experts with a heritage of pioneering innovation, SBM Offshore has been at the forefront of deepwater ocean infrastructure capabilities for over 60 years and is committed to progress in the responsible harnessing of the oceans’ resources.

Energy is fundamental to human progress, prosperity and wellbeing. It is also the cornerstone of SBM Offshore’s story. SBM Offshore has a long track record of delivering complex projects and market-leading ocean infrastructure serving the offshore energy sector. Through its deepwater expertise, SBM Offshore has been recognized for designing, building and operating innovative solutions that have enabled cleaner, more efficient, oil and gas production while protecting life above and below water.

Progress has always been the driver of SBM Offshore’s success. As a pioneer, its strategy is to achieve greater progress, both in core activities and in new markets, by expanding its interests within the energy industry and its horizons into other sectors. The strategy recognizes the opportunity of the blue economy and positions SBM Offshore at the forefront of unlocking and realizing opportunities that support more industries, all in a profitable and responsible way.

True. Blue. Transition. is SBM Offshore’s promise, illustrating its continuous drive for progress into the future, while simultaneously using its expertise and unique capabilities to enter new sectors. Simply put, it is about advancing the core and pioneering more.

SBM Offshore remains committed to its core activities, while advancing towards a net zero future and a just transition. To support this, SBM Offshore develops ocean infrastructure solutions promoting the decarbonization and increasing efficiency of traditional oil and gas production through proven and progressive ocean infrastructure expertise.

At the same time, SBM Offshore applies its unique capabilities to unlock new markets. Its innovative ocean infrastructure, pioneering spirit and expertise present enormous potential for other sectors to grow through new business operations and models. To maximize these opportunities, SBM Offshore partners with other progressive organizations – sharing values, risk and reward – to amplify the impact of its work.

1.3.2 Values and Capabilities

SBM Offshore’s core values guide every aspect of its work and are the foundations of its identity – shaping behavior, directing actions and decisions, and driving commitment in pursuit of its goals. The values recognize that achieving success in this sector is enormously complex. They also reflect the responsibility SBM Offshore has as a company, with its individual actions having a significant effect on people, the planet and the future.

We uphold our principles with honesty to build lasting trust.

We put the protection of people and the environment first.

We unite around a shared purpose to deliver innovative solutions and excellence together.

We demonstrate discipline and accountability in both individual responsibilities and collective success.

SBM Offshore is composed of deepwater ocean experts with a pioneering streak and business visionaries. Over the years they have transformed the offshore energy sector. Their market-leading capabilities are the power behind SBM Offshore’s promise of True. Blue. Transition.

SBMers possess a rare range of skills, competencies and depth of expertise. Its teams maintain exceptional levels of efficiency while adapting to different customers, markets and scenarios. This unparalleled set of transferable skills, coupled with the flexibility to meet the needs of existing and emerging markets, are how it will power its core and more.

SBM Offshore is a business with innovation deeply rooted in its DNA. SBM Offshore has a history of achieving progress in an economically, environmentally and socially profitable way. Its ongoing delivery of ’industry firsts’ is a testament to this, recognizable throughout the offshore world.

SBM Offshore offers the greatest collective of experts spanning the entire lifecycle of the asset, from engineering to construction to operations and decommissioning. This means it can provide the greatest level of certainty to the market. SBM Offshore consistently provides customers with solutions that create value, meet specified performance targets and offer a high delivery assurance.

SBM Offshore has built a mature, fully integrated and adaptive model of global partnerships, joint ventures and supplier relationships. Its ability to collaborate within the business and beyond enables the offer of a seamless delivery model in which risk and reward are appropriately shared throughout the value chain, promoting best-value outcomes for customers. It is a model that supports regional nuances and is adaptable to local economies and communities, enabling SBM Offshore to deliver anywhere in the world.

SBM Offshore’s innovative financial solutions and contracting models provide customers with economically viable and sustainable ways to embark on projects. Enabling functions create the optimal model for the successful delivery of highly complex projects, and their subsequent successful long-term operations. Combined, these capabilities deliver sustainable business growth and create long-term value for its people and partners.

Thanks to the Target Excellence program and its objectives: ’No Harm, No Defects, No Leaks’, SBM Offshore is able to safeguard people and assets, while managing its impact on the environment and climate change. SBM Offshore strengthens this commitment through its annual HSSE Day, which celebrates and promotes protecting life across all areas of SBM Offshore.

1.3.3 Strategic Priorities

SBM Offshore’s strategy and capabilities come together to define the strategic priorities that guide its actions every day across all areas.

SBM Offshore understands its customers’ needs and consistently delivers on its promise to provide competitive and high-performance solutions, with unwavering commitment to health, safety and protection of the environment.

SBM Offshore is part of the energy transition: this means advancing the decarbonization journey and diversifying to unlock new markets. SBM Offshore aims to achieve net zero by 2050, with intermediary targets to reach carbon neutrality in direct and indirect emissions, and significantly reduce the carbon intensity of downstream leased assets.

At the same time, SBM Offshore explores new ocean infrastructure solutions and develops strategic partnerships to expand into attractive growth sectors.

SBM Offshore focuses on maximizing value from its existing backlog, while expanding it through both traditional and new business opportunities and ensuring responsible development and sustainable growth. By accurately estimating costs and maintaining robust gross margins, SBM Offshore balances risk and profitability through the business lifecycle, all while fostering a culture of financial discipline, cash focus and cost awareness. Through these efforts, SBM Offshore consistently delivers competitive, attractive returns for its shareholders.

1.3.4 Value Creation

Sharing experience for a better blue tomorrow is the basis for long-term stakeholder value. Value is defined by the associated benefits for SBM Offshore’s stakeholders and ESG contributions. Sustained value capture is enabled by SBM Offshore’s organization model and business model, and supported by six business material topics and six ESG material topics.

SBM Offshore’s organization model represents the internal mechanisms through which SBM Offshore creates value. Business activities are organized to maximize financial and societal value, benefiting SBM Offshore’s stakeholders.

A cash-generating platform that delivers the contractual backlog, comprising SBM Offshore’s operating fleet and turnkey projects. Ocean Infrastructure SBMers:

• Have unique capabilities that they are proud to say have transformed the offshore energy sector;

• Drive excellence by providing competitive, high-quality and high-performing products and services;

• Grow economic value by being technically and commercially responsible.

An opportunity-generating platform, dedicated to maintaining a competitive influx of new prospects and businesses, developing innovative execution models and further enabling the energy transition. Win and Grow SBMers:

• Provide their unique capabilities that can unlock new markets for SBM Offshore;

• Progress decarbonization and aim to achieve net-zero by 2050;

• Diversify by exploring new partnerships and ocean infrastructure solutions.

GR&S power value creation through top-tier resources, services and processes, working transversely across multiple projects and over the full product lifecycle. GR&S SBMers:

• Offer the greatest collective of experts spanning the entire product lifecycle;

• Drive excellence by ensuring competitive and high-quality services on time and on budget;

• Ensure clients are offered solutions and services that create value.

The Enabling Functions ensure business delivery through the provision of expertise, solutions, infrastructure and systems. Enabling Functions SBMers:

• Are the engine behind all major groups of people and services;

• Drive excellence by leveraging the expertise of a diverse workforce and digital technologies;

• Unite and finely tune SBM Offshore’s expertise and services to ensure seamlessly excellent end-to-end service.

SBM Offshore delivers value along the full lifecycle of clients’ ocean infrastructure projects, from technology and business development, to execution, operations and recycling.

SBM Offshore engages in innovation, research and development (R&D) and product development activities with the objective of:

• Developing new technologies and products to capture opportunities in the blue economy;

• Lowering the carbon footprint of SBM Offshore’s products and fleet operations;

• Improving SBM Offshore’s competitiveness by identifying, developing and offering new technologies and products.

SBM Offshore prioritizes early engagement with clients. Its business development activities focus on driving sustainable business growth and ensuring a profitable backlog for current and new products and services. SBM Offshore ensures optimum results for clients by offering various financing models:

• Under a lease and operate contract, the facility is sold to asset-specific companies to charter the asset for the client throughout its lifecycle. The project debt-financing is arranged at the asset-specific company level and SBM Offshore’s Revolving Credit Facility is generally used to cover working capital requirements during construction.

• Under a build-operate-transfer (BOT) model, SBM Offshore builds and commissions the unit and leases and operates it for a defined period (the start-up phase) before sale to the client.

• Under a sale and operate contract, the transfer of ownership to the client occurs at the end of the construction period.

• Under a direct sale, the construction is financed by the client, and a margin is generated from the turnkey sale.

After SBM Offshore is awarded a contract, the project execution phase begins during which SBM Offshore executes Engineering, Procurement, Construction and Installation (EPCI). SBM Offshore delivers conceptual studies, basic design and detailed design through in-house engineering resources. Procurement of equipment and services represents a substantial part of the total cost of constructing a floating production system. SBM Offshore has an integrated supply chain, in line with its Fast4Ward^® principles, partnering with suppliers to execute projects.

While maintaining responsibility for delivery and project management, SBM Offshore outsources most construction activities and has agreements in place with yards that allow delivery of floating production systems through different execution models and local content requirements. The installation of floating facilities is carried out using specialized installation vessels and requires specific engineering expertise and project management skills.

SBM Offshore also provides services ranging from inspection and maintenance of terminals to digital asset management services.

SBM Offshore provides asset operation and maintenance services for its clients. Since uptime performance of the facility directly impacts the amount of energy produced, SBM Offshore commits to operational excellence, delivering value to clients. For FPSOs, these services can be based on fixed-lump-sum or reimbursable contracts.

At the end of their lifecycle, facilities are decommissioned and recycled. For FPSOs, SBM Offshore manages the asset decommissioning, such as disconnection from subsea production and mooring, and works with recycling facilities that have suitable infrastructure, an adequate management system and trained staff, to ensure that internationally-recognized regulations are followed.

1.4 Impacts, Risks and Opportunities

SBM Offshore seeks business opportunities, whilst managing risks and adverse impacts. Section 1.4.1 describes the risk appetite and section 1.4.2 provides the details on business activities and associated opportunities. The climate change impact, risk and opportunity is located in section 3.4.1 .

1.4.1 Risk Appetite

The Risk Appetite Statement 2024 sets the guidance and boundaries for the activities conducted by SBM Offshore in pursuit of its strategic objectives, aligned with both Business Topics and ESG Material Topics. It provides guidelines in terms of the amount of risk that SBM Offshore is willing to accept in protection or pursuit of value. In line with the Dutch Corporate Governance Code, the Management Board reviews the Risk Appetite Statement annually to ensure that SBM Offshore maintains the balance between risk and opportunity while creating value for its stakeholders. Each Risk Appetite Statement has underlying metrics which are measured on a quarterly basis and results are presented to the Audit Committee.

The significant parts of SBM Offshore’s Risk Appetite Statement, and their mapping are displayed below.

1.4.2 Significant Impacts, Risks and Opportunities to the Business

As SBM Offshore delivers on its opportunities and manages its risk appetite, it faces business risks with potential financial consequences, described in the table below. These risks are linked with SBM Offshore’s Business Topics and ESG Material Topics, as per its risk breakdown structure and the risk appetite mentioned above. The outcomes of risk management processes and tooling are used in the double materiality assessment explained in section 3.3.

For further details on the approach to impacts, risks and opportunities, please refer to sections 2.5 and 2.5.1.

Key opportunities for the business are related to the energy transition and flow from the reduction of emissions, the growth of alternative energies, innovation and decommissioning of aging assets. These opportunities are incorporated in SBM Offshore’s strategy and explained under sections 1.5.1.2 and 1.5.2. The financial performance resulting from this strategy is detailed in chapter 4.

The key processes to manage impacts, risks and opportunities are:

• Risk Management and Internal Control System (see section 2.5)

• HSSE risk management.

• Human Rights Due Diligence, as part of supplier and yard qualifications.

• Environmental and Social Due Diligence, as part of project financing.

• Alignment with clients’ Environmental Impact Assessments.

• Client Relationship and Opportunity Management Process.

1.5 Business Performance

The main financial highlights of the year and their associated financial impact are reported in section 4.1.4 Financial Review Directional.

SBM Offshore recognizes that in order to be a high-performance company, it must strive for excellence. Operational Excellence and Quality includes themes such as ’Operational Governance’ section 2.7 and ’Target Excellence’ focusing on ’No Harm, No Defects, No Leaks’. This creates an environment to share experiences by leveraging collective knowledge, improving organizational learning and fostering collaboration.

SBM Offshore remains committed to full compliance with all applicable laws and regulations, delivering products and services meeting regulatory requirements and applicable specifications and requirements imposed by relevant stakeholders by:

• Promoting a quality and compliance culture.

• Maintaining SBM Offshore’s certification to the ISO 9001:2015 Standard.

• Providing systematic identification of applicable regulatory requirements and ensuring their implementation.

• Achievement and maintenance of conformity, compliance and acceptance of SBM Offshore’s products and services.

• Supporting continuous improvement of business processes and ways of working.

A key aim of the Operational Excellence function is to create a culture of continuous improvement. The function works in close collaboration with the Turnkey, Operations and Global Resources and Services organizations – for instance on the analysis of past performance and definition of lessons learned. These feed improvement of business processes and tools within the organization.

Through the above, SBM Offshore mitigates risks related to project execution, process safety, human capital, changes in laws and regulations and operational risks such as loss of integrity of aging assets, loss of certificate of class and disruption to the supply chain.

During 2024, all SBM Offshore’s offshore facilities were accepted by all relevant authorities and regulators, with all related permits, licenses, authorizations, notifications and certificates duly granted and maintained – with the exception of the temporary suspension of two facilities by local regulators which were subsequently lifted. Offshore facilities have also remained in Class at all times, as required from both statutory and insurance perspectives. SBM Offshore incurred no operational fine that exceeded the threshold for the category of fines considered ‘significant’ (see section 3.9).

Furthermore, SBM Offshore actively promoted ’Target Excellence’ through – amongst others – work front engagements, stand downs at yards, vessels and offices. SBM Offshore is proud of:

• Maintenance of SBM Offshore’s ISO 9001:2015 certification.

• Effective use of independent third parties for inspection, verification and assurance services related to execution and operations activities.

• Implementation of the ’Quality Journey’ program.

• Organization of a global ’World Quality Week’.

• The extension of the learning from experience process to quality incidents.

• The further improvement of the Learning from Performance process within Projects, and Fleet Operations.

• Implementation of applicable lessons learned in the tendering and the set-up for future FPSO projects.

• Further digitalization of project and function performance dashboards.

1.5.1 Ocean Infrastructure

1.5.1.1 Projects

SBM Offshore continues to focus on the development of its portfolio of ocean infrastructure solutions to deliver high performance and ’best in industry’ products and services aligned with customer needs, building on SBM Offshore’s technology expertise and track record. The success of projects is determined by performance against a budgeted schedule, cost and quality within the HSSE and Target Excellence objectives. KPIs are set accordingly and managed through SBM Offshore’s Project Directorate and Project Dashboards.

The management approach remains based on (i) early engagement with customers; (ii) standardization in product design and execution to improve competitiveness, quality and time-to-market and to reduce emissions; and (iii) an increasing focus on the energy transition, using SBM Offshore’s core competencies to develop affordable, low-carbon solutions in the FPSO market, as well as in the alternative energy and other blue economy markets.

Our project portfolio progressed as per plan. All the project teams maintained their focus on project delivery and safe operations, while working together, across time zones, with customers, yards and suppliers, to deliver the project portfolio on time and on budget, whilst ensuring the health and safety of everyone involved and the environment. SBM Offshore is grateful to all the project stakeholders for making this happen.

• FPSO Almirante Tamandaré – The FPSO was completed, commissioned successfully and then sailed-away from China in August 2024, with the FPSO installation and first oil from the field achieved on February 15, 2025.

• FPSO Alexandre de Gusmão – The FPSO was completed, commissioned successfully and sailed away from China in December 2024. The voyage and installation are planned for early 2025 with first oil expected in the second quarter of 2025.

• FPSO ONE GUYANA – The FPSO is under completion and commissioning. First oil is expected in the third quarter of 2025.

• FPSO Jaguar – Detailed engineering and supply chain activities are progressing as per plan. The FPSO sail-away is planned for early 2027, with first oil expected by the end of that year.

• GranMorgu FPSO – The detailed engineering and supply chain activities are progressing as per plan. The MPF C will be delivered in the first quarter of 2025 for dry dock and outfitting of riser balconies and mooring porches.

• FSO Trion – Execution activities have started for the FSO hull and the disconnectable Turret Mooring System. Detailed engineering and procurement activities are progressing as per plan.

• In 2024, one Fast4Ward^®MPF hull was delivered: MPF 5 in SWS for FPSO Jaguar.

• Two MPF hulls are under fabrication: MPF C for GranMorgu FPSO project and MPF D in CMHI for a future potential FPSO project.

Engineering and procurement activities have started, concentrated in Europe and China, for the above mentioned FSO Trion disconnectable Turret Mooring System (TMS), which will operate in Mexico.

Additionally, SBM Offshore has been supporting the commissioning of the TMS developed and delivered for the Johan Castberg FPSO, in preparation for its sail-away. After the FPSO reached its final destination in the Barents Sea, SBM Offshore supported the installation campaign, mooring hook-up and risers pull-in.

Further to the awards of the FSO Trion bare-boat charter, which will operate in Mexico, SBM Offshore has started the execution activities of the hull and the disconnectable TMS, where most of the activities are concentrated in Europe and China. Detailed engineering and procurement activities are currently progressing as per plan.

Imodco has been working on projects in Qatar and Nigeria (a total of five CALM terminals) where Fast4Ward^® principles are being used to deliver a better time frame for the end client. As a first mover on the concept of ammonia terminals, Imodco tested the technology this year with classification society and validated it at TRL4, ready to be offered to the market.

Imodco has also provided worldwide support for SBM Offshore’s own fleet and clients’ units, ranging from studies to executing life-extension scopes, performing critical interventions offshore and supplying full EPC services for capital spares. Further, Imodco is developing and implementing new sealing technologies and repair methodologies as well as early engineering for field electrification services.

In 2024, SBM Offshore successfully concluded the pre-installation of the mooring system for FPSO ONE GUYANA in Guyana, using its dedicated installation vessel the Normand Installer, and also supported the offshore installation of the mooring lines and hook-up for FPSO Almirante Tamandaré in Brazil.

In addition to supporting SBM Offshore’s own FPSO installation, SBM Offshore Installation services also supported the replacement of the top chains of Bonga FPSO mooring lines in Nigeria, and various other offshore operations for its fleet, such as riser pull-in on FPSO Sepetiba and the Gas-to-Energy project in Guyana.

SBM Offshore also secured the full transport and installation contract for deepwater mooring installation for the Raia Project in Brazil.

The three floating offshore wind turbines that were installed by SBM Offshore at the end 2023 for the Provence Grand Large project, jointly owned by EDF Renewables and Maple Power, were fully commissioned and started production in 2024. This is the first floating offshore wind project installed in France and the first project worldwide using tension leg mooring technology. While this pilot project represents approximately 10% of the globally installed floating wind capacity in 2024, approximately 60GW is forecast to be installed by 2040. All activities related to this nascent floating offshore wind market will be carried out in the future exclusively by Ekwil, a 50/50 joint venture created by SBM Offshore and Technip Energies in July 2024.

The joint venture brings together the industry-leading expertise and experience of two energy transition leaders to create Ekwil, a player solely in floating offshore wind. Its approach includes the development of two primary technology families: the Float4Wind^® Tension Leg Platforms and the INO15 semi-submersible platforms.

Ekwil aims to set a new standard for reliable, cost-effective renewable energy solutions, making floating offshore wind energy a key resource in the quest for net zero emissions by 2040.

SBM Offshore remain committed to its core operations while advancing towards a net zero future and a just transition. SBM Offshore will continue to advance the decarbonization of its core ocean infrastructure solutions and increase their standardization through its emissionZERO^® and Fast4Ward^® programs. At the same time, SBM Offshore applies its unique capabilities in ocean infrastructure to help enable the energy transition and deliver innovative solutions as a responsible partner within the blue economy for a sustainable future.

1.5.1.2 Operations

The SBM Offshore fleet encompasses 15 FPSOs and 1 semi-submersible unit, geographically distributed across the globe. To support the energy transition, the fleet aims to provide traditional hydrocarbon energy with the lowest possible carbon emissions during the production phase. The fleet adheres to, and applies, the management approach of the wider SBM Offshore organization. Key to this are policies, commitments and mechanisms described in sections 3.5.2 and 1.5. There is a sharp focus on continuous improvement. This is achieved by identifying learning opportunities and embedding the resultant lessons into SBM Offshore’s corporate memory; the Group Enterprise Management System (GEMS) and Group Technical Standards (GTS).

An experienced workforce comprising more than 3,900 personnel ensures the safe, reliable and efficient operation of SBM Offshore’s offshore assets, generating predictable and sustainable revenue and operating cash-flows for the business.

The SBM Offshore fleet had the following historic performance:

• Over 7.6 billion barrels of production cumulatively to date.

• 11,510 oil offloads cumulatively to date.

• 403.8 cumulative contract years of operational experience¹.

SBM Offshore employs a proactive, risk-based approach to asset management, leveraging digital reliability and integrity solutions to automate surveillance, enabling a more optimized deployment of resources and increased efficiency and availability of safety, production and marine systems. To ensure that SBM Offshore’s activities have a positive and sustainable impact on the local communities in which SBM Offshore is present, the fleet has several programs, aligned with the ESG Material Topics, focused on well-being and personnel development, emissions reduction and protecting the environment.

Despite a high volume of activity in 2024, similar to 2023, due to numerous integrity campaigns across the fleet, the incident rates have decreased this year. The majority of incidents were relatively minor in nature and the number of events with potential for significant injury has reduced, as a result of an ongoing focus on leading activities targeting areas of most risk.

Initiatives and developments to enhance operational safety, process safety, quality and efficiency were progressed throughout the year:

• Ongoing deployment of the health and well-being program.

• Maintained focus on process safety management, barrier management and enhanced marine safety, including piloting a live bow-tie barrier model.

• Deployment of an enhanced Operational Assurance Program.

• Deployment of a revised online Competence Assurance System.

• FPSO Almirante Tamandaré achieved first oil on February 15, 2025.

• FPSO Sepetiba reached its full nameplate production in Q3 2024, with 180,000 barrels of oil per day.

• The decommissioning of FPSO Capixaba continued, the unit safely arrived in Frederikshaven, Denmark on May 5, 2024, with handover to the M.A.R.S. ship recycling facility accomplished upon arrival.

• Prosperity is in its first full year of operations, with production at full nameplate capacity achieved in Q1 2024, and debottlenecking allowed for optimized production levels in Q2 2024, less than nine months after start-up.

• All three FPSOs, Liza Destiny, Liza Unity and Prosperity, safely achieved optimized production levels, following thorough and controlled change management whilst maintaining exceptional uptime performance.

• The 4Ward Transformation program, launched in 2023, was continued and closed at the end of 2024, after having put in place a groundbreaking integrated operation model, which is now established and in sustainment mode for the years to come. This integrated approach enables long-term strategic alignment between ExxonMobil Guyana and SBM Offshore for an optimum asset management over the full field lifecycle.

• In Angola, SBM Offshore finalized the acquisition of Sonangol EP’s equity shares in the lease and operating entities related to N'Goma FPSO, FPSO Saxi Batuque and FPSO Mondo.

• The FPSO Serpentina, which has operated in Equatorial Guinea since 2003 under Gepsing, a joint venture between SBM Offshore (60%) and national oil company GEPetrol (40%), for the vessel owner Mobil Equatorial Guinea Inc. (MEGI), has just officially departed from the SBM Offshore fleet, and begun a new phase of its operational life.

• SBM Offshore and ExxonMobil Guyana Ltd. completed, in November 2024, the transaction related to the purchase of the FPSO Prosperity. ExxonMobil Guyana assumed the ownership of the unit while SBM Offshore has a contract in place to continue to operate and maintain the FPSO up to 2033.

• SBM Offshore and ExxonMobil Guyana Ltd completed, in December 2024, the transaction related to the purchase of the FPSO Liza Destiny. ExxonMobil Guyana Ltd. assumed the ownership of the unit while SBM Offshore has a contract in place to continue to operate and maintain the FPSO up to 2033.

• SBM Offshore signed two Share Purchase Agreements with its partner MISC Berhad for:

  • The total acquisition of MISC Berhad's entire effective equity interest in the lease and operating entities related to the FPSO Espirito Santo in Brazil; and

  • The full divestment to MISC Berhad of SBM Offshore’s effective equity interest in the lease and operating entities of the FPSO Kikeh in Malaysia.

• This transaction furthers SBM Offshore’s efforts to maintain focus and excellence in its operating portfolio. The Share Purchase Agreements were completed on January 31, 2025.

The Brownfield Project Services (BPS) product line is now well-established and is providing services in support of SBM Offshore’s and its clients’ fleets. The main achievements for 2024 were:

• The debottlenecking of Guyanese FPSOs, safely brought all three units, Liza Destiny, Liza Unity and Prosperity, to oil production levels beyond their original investment basis.

• The ongoing tank repair and the capacity increase of Personnel on Board (POB) on FPSO Cidade de Anchieta.

As offshore installations age, the original coating systems become less effective, leading to an increase in the integrity scope over time. Capacity to accommodate resources onboard is limited and maintaining the integrity of aging assets is a major challenge for the industry.

In 2024, SBM Offshore continued to prioritize major integrity inspection and repair scopes, and these efforts have led to a significant reduction in backlog and more control over fabric maintenance, Class and piping inspections. In addition, SBM Offshore has been successful in improving its inspection execution by using new technologies and having more accurate planning. A maintenance optimization project was completed for the Brazilian fleet and, in 2024, SBM Offshore began the same exercise for its growing fleet in Guyana, where, in 2024, a 10% reduction of maintenance work orders was achieved.

SBM Offshore’s endeavors to improve the balance between offshore scope and capacity have evolved and consolidated into a new program named MIR: ’Maintain the long-term Integrity and Reliability of the fleet’. The driving principle behind it is to better define and manage all integrity and reliability scopes, ways of working and the design of assets to ensure long-term integrity and reliability. The program consists of selected initiatives that will improve the definition of scope in SBM Offshore’s new ERP, increase capacity offshore, increase execution efficiency and to design and work smarter.

SBM Offshore is committed to the safe and environmentally sound recycling of assets at the end of their lifecycle, performed in full compliance with SBM Offshore’s Responsible Recycling Policy, applying – amongst others – the principles of the EU Ship Recycling Regulation 1257/2013 or equivalent.

During 2024, there were two decommissioning projects; the decommissioning and preparing for recycling of FPSO Capixaba and the completion of recycling of the Deep Panuke MOPUPFC.

New Fast4Ward^® assets will join the fleets in Brazil and Guyana, leading to growth offshore and onshore:

• In Guyana, ONE GUYANA will start in 2025. SBM Offshore continues to expand and embed its presence in-country, working with the local community on several social and environmental projects.

• In Brazil, FPSO Almirante Tamandaré achieved first oil on February 15, 2025 and FPSO Alexandre de Gusmão is expected to start in the second quarter of 2025, both units will be supported from the Rio de Janeiro office.

SBM Offshore will continue to develop digital solutions to enhance its surveillance and predictive capabilities. These digital solutions are being utilized to reduce the scope required to maintain the reliability of SBM Offshore’s assets. This will enable more resources to be deployed on integrity inspection, fabric maintenance and repair scopes. In parallel, proactive actions are being taken to reduce corrosion on SBM Offshore’s assets and consequently reduce the overall fabric maintenance and repair scopes.

SBM Offshore has set long-term targets for emissions reduction in downstream leased assets that will support SBM Offshore’s contributions to climate change mitigation and path to net zero, as explained in sections 3.4 and 3.4.2. One of the commitments is to engage with clients and joint-venture partners to ensure the fleet is aligned with a path towards net zero.

1. The cumulative contract years of operational experience is calculated based on the number of days in operations from first oil for each unit until the last day that SBM Offshore has operated and continue to operate, divided by 365.

1.5.2 Win and Grow

Market positioning is about having a global presence, adapting to market developments and engaging in emerging markets. New business development is seen as strong indicator of a successful management approach, with a key metric being the number of projects awarded. Through market positioning, SBM Offshore addresses the competitiveness risks mentioned in section 1.4.2.

The following achievements were made in 2024:

• EPCI contract award for ExxonMobil’s Whiptail development offshore Guyana (FPSO Jaguar), with SBM Offshore expected to operate the FPSO for 10 years under the O&M Enabling Agreement signed in 2023 with ExxonMobil Guyana Ltd.

• EPCI and 20-year lease contract award for Woodside’s Trion FSO offshore Mexico. The new build FSO will be equipped with a disconnectable Turret Mooring System designed by SBM Offshore.

• EPCI contract award for TotalEnergies' GranMorgu FPSO development offshore Suriname, in partnership with Technip Energies.

• Installation contract award by TechnipFMC for the mooring’s pre-installation of the Raia FPSO for Equinor offshore Brazil. This is the deepest installation project ever executed by SBM Offshore, in water depths of 2,600 and 2,900 meters.

In 2025, SBM Offshore will continue to engage early with clients and vendors to further improve project development concepts, time-to-market and cost-efficiency.

Product development for new products to support the energy transition is addressed through SBM Offshore’s Technology and Product Development function, in collaboration with the business. An important step in this process is the development of concepts, prototypes and pilot projects, which can also be undertaken as co-development projects with partners and/or customers. SBM Offshore closely monitors its commercial pipeline.

With this management approach to energy transition, SBM Offshore is addressing the significant risks of oil price dependency, portfolio risks and climate change, described in section 1.4.2. SBM Offshore reports in line with the EU Taxonomy regulation and leverages the framework to set targets for, and report on, the energy transition. Disclosures are found in chapter 3.

In early 2020, SBM Offshore announced the emissionZERO^® program targeting near zero emissions. The development of a near zero FPSO is the first milestone and a key pillar of the emissionZERO^® road map. Proposing a near zero FPSO to the market requires a suite of systems at a high technology-readiness level, aiming for improved energy efficiency and emissions reduction.

Key elements that enable SBM Offshore’s success in the energy transition area are:

• The emissionZERO^® program.

• Product development for alternative energies.

• Technology development supporting these product developments.

SBM Offshore recorded the following achievements in 2024:

• Creation of Ekwil, a 50/50 fully dedicated Floating Offshore Wind joint venture between SBM Offshore and Technip Energies.

• SBM Offshore has formed partnerships to pursue FOW development opportunities globally. The portfolio of projects under development by SBM Offshore includes in particular the 1,400MW North Channel Wind and 1,400MW Nova East Wind projects.

• The High-Voltage swivel¹ has been qualified to TRL3. This significant milestone highlights SBM Offshore’s dedication to advancing innovative technologies that support the energy transition.

• SBM Offshore signed a partnership agreement with Ocean Power AS to further the development and the commercialization of offshore power generation units with CO₂ capture and storage, with the aim of decarbonizing the offshore power generation sector.

• In addition, SBM Offshore has concluded a minority equity investment in Ocean-Power AS, and has appointed one director who has joined the company board.

• SBM Offshore is advancing carbon capture solutions for FPSOs in partnership with Mitsubishi Heavy Industries Ltd. (MHI). Following a successful feasibility study in 2023, the primary focus is on integrating carbon capture modules in onboard systems on the FPSO. The carbon capture modules are key components of the near zero FPSO, set to launch in 2025. The technology can reduce CO₂ emissions by an estimated 70%, by capturing CO₂ from onboard gas turbines.

• The seawater intake riser program, which supplies cold water from deep in the ocean to the FPSO for cooling systems, reducing energy use, has achieved TRL3 qualification.

• SBM Offshore continues to work on projects that address emissions reduction along the lifecycle of its business, as part of its emissionZERO^® portfolio.

• Imodco, SBM Offshore’s Terminals business unit, received ‘Approval in Principle’ (AiP) from ABS Group for its jetty-less solutions for CO₂ Tower Loading Unit (TLU).

• The ammonia swivel achieved TRL4 qualification. Imodco received ‘Approval in Principle’ (AiP) from ABS Group for its jetty-less solutions for ammonia, including the Catenary Anchor Leg Mooring (CALM) Soft Yoke systems, and the CALM system.

The revenues, CAPEX and OPEX associated with these projects and initiatives add to EU-Taxonomy-eligible business, as reported in the following Innovation section. SBM Offshore’s commitments should lead to higher revenues from eligible business in the future, with 2024 R&D investment already reflected in the EU Taxonomy-eligible OPEXKPI stated above. These activities support the mitigation of and/or adaptation to climate change impacts.

SBM Offshore will continue to build upon these achievements and is looking to develop low carbon solutions into commercial infrastructure solutions. SBM Offshore also aims to increase its role across the value chain, unlocking new opportunities and driving growth. To make further progress on the energy transition landscape, SBM Offshore will leverage on its more than 60 years of accumulated experience and capabilities, generating value from the Blue Economy to make progress in the emissionZERO^® program and create value beyond FPSOs.

SBM Offshore aims to drive innovation by bringing valuable new solutions to the market, in line with its Blue Economy strategy. Every part of the organization is encouraged to contribute to innovations within their areas of expertise, from initial ideas to final implementation. All innovation initiatives are aligned with the long-term strategies and key programs such as emissionZERO^® and Fast4Ward^®.

SBM Offshore follows a structured stage-gate process to bring new technology to market, ensuring thorough validation before deployment. The Technology Readiness Level (TRL) process, rooted in American Petroleum Institute standards, includes prototype testing and a thorough FEED-level outline as part of the risk-based qualification requirements.

SBM Offshore manages its intellectual property (IP) by registering patents and trademarks, and protecting trade secrets and know-how. To maintain the integrity of its IP, SBM Offshore handles document classification and sets up non-disclosure agreements with partners to restrict access to sensitive technology. Thorough freedom-to-operate checks are performed to ensure third-party rights are respected. This strategic approach promotes innovation while reducing risks associated with new technology deployment (see section 1.4.2).

In 2024, SBM Offshore advanced its development efforts towards emerging technologies related to decarbonization and alternative energies. SBM Offshore allocated 30% of its Group Technology R&D budget to activities eligible under the EU Taxonomy, based on eligibility KPI definitions explained in section 3.8.1.2

SBM Offshore filed 45 new patent applications to strengthen its existing portfolio of 120 patent families: in particular in the areas of renewable technologies and FPSO components. Over the course of 2024, the TRL of 29 technology development projects has been increased, 14 of which reached TRL4. This level indicates that the technology meets the required reliability, function, and performance criteria under the intended operating conditions, making it ready for deployment.

Key development projects undertaken in 2024 feature:

• Progression of the SBM Offshore robotics initiatives to reduce high-risk human activities and to improve the efficiency of inspection and maintenance activities on the fleet. In 2024, SBM Offshore successfully qualified two robotics initiatives, reaching a TRL level that enables robotic deployments in 2025. Additional projects are in progress, with several missions planned for 2025.

• Continued qualification of components and technologies under SBM Offshore’s emissionZERO^® program, demonstrating the potential for further carbon-intensity reduction based on near-market-ready technologies.

• Progressing the development and standardization of the qualified carbon capture module to capture the carbon emissions from the gas turbines onboard FPSOs. This compact modular solution allows a drastic reduction of more than 70% of the overall emissions.

• Validation of a one-year offshore deployment for its Provence Grand Large wind farm (TRL5), gathering valuable lessons for future developments.

• Progressing the development of a blue ammonia FPSO with carbon capture, to support the growing demand for clean ammonia and accelerate the transition to ammonia as a fuel.

• TRL4 achievement of swivel technology for ammonia transfer systems.

• Completion of market studies and early-stage developments in offshore ammonia transfer and production, lithium extraction, and deepwater mooring solutions for offshore photovoltaic concepts.

SBM Offshore is committed to directing a minimum of 70% of its development budgets towards decarbonization and sustainable transition initiatives, as part of its focus on technology development for the energy transition.

This allocation aims to advance technologies that significantly decrease the carbon intensity of offshore oil and gas production, supporting the emissionZERO^® program. Included in these efforts are investments in the early stages of offshore hydrogen, ammonia, and lithium production studies and CO₂ value chain. Moreover, ongoing investments in robotics will enhance safety and efficiency within SBM Offshore’s operational fleet.

SBM Offshore is dedicated to evaluating how its research and development projects comply with EU Taxonomy regulations. SBM Offshore will continue to explore alternative offshore technologies and focus on co-development of new technologies, in collaboration with clients and other value chain partners.

To grow economic value, SBM Offshore invests in data management and digital innovation, diversifying its services. Through collaboration with key external digital partners, SBM Offshore aims to expand its expertise while providing consistent foundations.

The establishment of a Microsoft Centre of Excellence, to connect SBM Offshore personnel with Microsoft, underlines its commitment to successful partnerships. Furthermore, it enables SBM Offshore to leverage artificial intelligence (AI) powered solutions and cognitive services to improve productivity with tools such as Copilot, Azure AI Translator, Azure AI Search and Azure Open AI. Deploying and providing early access to the data cataloging module of Microsoft Purview is a step forward in establishing robust global data foundations.

SBM Offshore continues its ERP deployment journey through the Integra program. After a first roll-out in Brazil in 2022, the ERP System (IFS) has been successfully deployed in Guyana and Angola offices and the offshore fleet. As a result, SBM Offshore’s main operating regions and processes are integrated in the IFS Solution.

After the launch in 2023 of SBM Offshore’s own digital solution platform (SBM+) designed for offshore asset management, SBM Offshore continues structuring digital products and services to enhance operational excellence.

Deployment achievements in 2024 have been:

• Microsoft 365 Copilot, Copilot Studio and Sales Copilot with a limited number of early adopters to assess business usage and value.

• Quality Observation Cards, the first digital development made globally available for the organization, built on the Microsoft Power Platform.

• Digital Fieldworker proof of concept for offshore workforce, as part of SBM Offshore’s mobility program.

• Digital Twin for FPSO Prosperity, as part of the Guyana Enterprise program.

To keep on the trajectory to achieve Excellence, SBM Offshore will continue to invest in:

• A transparent data-driven culture, unlocking advanced analytics for value‑driven decisions through end-to-end integration and automation.

• Improving the Digital Employee Experience, increasing SBMers’ digital literacy and autonomy.

• Capitalizing on solid Information Technology and Services, leveraging robust Enterprise Architecture and ensuring secure infrastructure uptime.

• Modern solutions deployment, maintaining business performance and compliance with regulations.

Management of any impacts associated with cyber security is described in section 1.4.2.

1. A swivel is a mechanical device integral to offshore turret mooring systems, enabling a floating production unit to rotate freely around its mooring point. This rotation allows the vessel to align with prevailing environmental forces like wind, waves, and currents, ensuring continuous and efficient production operations. The swivel facilitates the transfer of fluids, electricity, and control signals between the stationary subsea infrastructure and the rotating vessel, maintaining uninterrupted flow and operational integrity.

2 Governance

2.1 Corporate Governance Statement

This section gives a broad outline of SBM Offshore’s corporate governance structure by describing the roles of the corporate bodies, the external auditor, the internal auditor, the General Meeting and of the foundation Stichting Continuïteit SBM Offshore. This section also indicates to what extent SBM Offshore applies the principles and best practice provisions of the Dutch Corporate Governance Code of 20 December, 2022.

The Corporate Governance Code defines sustainable long-term value creation as one of the guiding principles. Amongst others, sections 1.3 and 3.3 describe SBM Offshore’s strategy to achieve sustainable long-term value creation, including the social, environmental and economic aspects thereof. Furthermore, it explains what effects the Company has had on people and the environment and how the interests of stakeholders have been considered (section 3.3 - 3.8). Sections 1.3.2 – 1.4.2 describe SBM Offshore’s values, strategic priorities and the significant impacts, risks and opportunities linked with SBM Offshore’s business as well as the key processes and business models to manage the same. In accordance with Management Board rules, the Management Board is responsible for the incorporation and maintenance of the values, while paying attention to:

• the strategy and business model;

• the environment in which the enterprise operates;

• the existing culture within the enterprise, and whether it is desirable to implement any changes in this; and

• the social safety within the enterprise and the ability to discuss and report actual or suspected misconduct or irregularities.

The Company has aligned its Management Board and Supervisory Board rules, Diversity & Equity Policies for the Management Board, Senior Management and Supervisory Board, its Shareholder Contacts and Dialogue Policy (best practice 4.2.2) as well as its Stakeholder Engagement Policy (best practice 1.1.5) in accordance with the Corporate Governance Code. Reporting on Diversity targets can be found in section 2.1.9.

This section includes information on the extent to which SBM Offshore applies the principles and best practice provisions of the Corporate Governance Code. The details of compliance with the Corporate Governance Code and the documents referred to above can (also) be found on SBM Offshore’s website (who-we-are/corporate-governance). The full text of the Corporate Governance Code can be found on www.mccg.nl.

2.1.1 Corporate Governance Structure

SBM Offshore N.V. is a public company with limited liability (Naamloze Vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam. Its shares are listed on Euronext Amsterdam. The Company has a two-tier board consisting of a Supervisory Board and a Management Board. Each board has its specific roles and tasks regulated by laws, the articles of association of the Company, the Corporate Governance Code, the Management Board rules and the Supervisory Board rules. The Management Board rules and the Supervisory Board rules contain details on the ways of working of the Management Board and the Supervisory Board. Following the changes in the Management Board after the 2024 AGM, minor updates to the Management Board rules and the Supervisory Board rules were made.

2.1.2 Management Board

Prior to the 2024 Annual General Meeting, the Management Board consisted of three statutory managing directors: the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. After the 2024 Annual General Meeting, Bruno Chabas stepped down as managing director and CEO. Following a decision of the Supervisory Board, the Management Board continued as a two-person board, consisting of Øivind Tangen (CEO) and Douglas Wood (CFO). For a description of the expertise and experience of the Management Board, please refer to the end of this section.

The Management Board manages the Company and is responsible for the continuity of the Company and its business. In fulfilling its responsibilities, the Management Board focuses on sustainable long-term value creation and takes into account the relevant stakeholders’ interests. Attention is paid to the effects on people and the environment, as well as the impact of new technologies and changing business models. This includes commitment to SBM Offshore’s sustainability/ESG priorities and performance. The Management Board divides duties among its members, charging individual members with specific primary responsibilities. However, the Management Board remains collectively responsible for the management, business and general affairs of SBM Offshore. The Management Board is accountable to the Supervisory Board and the General Meeting for the performance of its management tasks.

Each year, the Management Board presents the long-term strategy of the Company and the operational plan for the following financial year to the Supervisory Board. The strategy of the Company is built around the ESG and business themes that have priority for the Company (sections 3.3 and 1.3). For each of these themes, material topics have been identified, following stakeholder engagement. The related objectives that allow quantification and progress measurement of the strategy implementation are regularly reviewed. Both the long-term strategy and the operational plan are adopted after the Supervisory Board’s approval.

The Management Board is responsible for determining the Company’s risk profile and policy, which are designed to achieve the Company’s objectives, to assess and manage the Company’s risks and to ensure that sound internal risk management and control systems are in place. The Management Board monitors the design and operation of the internal risk management and control systems and carries out a systematic assessment of their design and operation at least once a year and reports on this to the Audit Committee and the Supervisory Board. This monitoring covers all material control measures relating to strategic, operational, financial, compliance and reporting risks, including observed weaknesses, instances of misconduct and irregularities and indications from whistle blowers. In addition, the Management Board discusses the Company’s annual risk appetite with the Audit Committee and Supervisory Board. A quarterly risk report is provided to the Audit Committee.

The Management Board has adopted corporate core values that contribute to a culture focused on sustainable long-term value-creation for the Company. These values are Integrity, Care, Collaboration and Ownership and are regularly discussed with the Supervisory Board. The Management Board encourages behavior that is in keeping with the values and promotes these values through leading by example. The Management Board is responsible for the incorporation and maintenance of the values. The Management Board has drawn up a Code of Conduct and monitors its effectiveness as well as compliance with this Code. Findings and observations are shared with the Supervisory Board. More information about the ways of working of the Management Board can be found in the Management Board rules, available on the Company’s website.

Management Board members are appointed, and can be suspended or dismissed, by the General Meeting. Further information about the appointment and dismissal of Management Board members can be found in SBM Offshore’s articles of association.

Management Board members must inform the Supervisory Board before accepting positions outside the Company and shall not accept such positions prior to the approval of the Supervisory Board. Mandates are discussed annually in the Supervisory Board meeting. The positions cannot be in conflict with the Company’s interests. Members of the Management Board may also be appointed to the statutory board of the Company’s operational entities. The Company is compliant with best practice 2.4.2 of the Corporate Governance Code.

The Management Board is supported on operational activities by Alexander Glenn (Chief Operating Officer or COO) and Olivier Icyk (Chief Business Officer or CBO), both being non-statutory directors. The CEO, CFO, COO and CBO together form the Executive Leadership Team. The Executive Leadership Team provides advice and support to the Management Board decision-making on operational and business matters and the implementation of the Company’s strategy. It further provides input to Management Board decisions that impact the sustainable longer-term success and strategy of SBM Offshore and is responsible for the implementation of the Management Board decisions throughout the organization.

Since the end of 2012, an Executive Committee has been in place. The Executive Committee facilitates decision-making without detracting from the exercise of statutory responsibilities by the members of the Management Board. At year-end 2024, the Executive Committee is comprised of the Executive Leadership Team, the Managing Directors of Turnkey, Global Resources and Services, Operations, and Enterprise Optimization, as well as the Group Communications Director, the Sales and Marketing Director, the Technology, Innovation and Product Development Director, the Group HR Director, the Group HSSEQS and Operational Excellence Director and the Group General Counsel. As such, the Executive Committee consists of a variety of members with different, relevant backgrounds and education, predominantly gained in the energy sector.

The Group HSSEQS and Operational Excellence Director has a permanent focus on health, safety, security, environment, quality and sustainability across the Company and leverages his knowledge and experience to keep the expertise of the Management Board and the Executive Committee on ESG topics up-to-date and pertinent. In addition, regular deep dives on ESG topics are organized, guided by internal SBM Offshore experts or external advisers. Accordingly, senior management either possesses or can leverage the appropriate skills and expertise relevant to oversee sustainability matters.

In principle, the Executive Committee meets every three months, with ongoing interaction in the interim. In the meetings, besides ESG topics, strategic, operational, financial and organizational topics are discussed. The Executive Committee informs the Management Board quarterly, or more often as they occur, on material impacts, risks and opportunities, implementation of due diligence and results and effectiveness of policies, actions, metrics and targets. Each member of the Executive Committee has a direct reporting line to a member of the Executive Leadership Team.

The Company has no Works Council or Central Works Council. The relationship with works councils or employee representation organizations is maintained at the level of the entities which employ the staff in the different jurisdictions where they operate.

Chief Executive Officer and member of the Management Board, Norwegian nationality, 1973, male

Initial appointment in 2022

Øivind Tangen was appointed as member of the Management Board and Chief Operating Officer at the 2022 Annual General Meeting and became Chief Executive Officer in April 2024. He joined SBM Offshore in 2002, as operations readiness engineer. He subsequently acquired a rich experience in international projects and operational management, from Nigeria to Angola and Nova Scotia, Canada. Returning to Monaco in 2014, he held the position of Group Strategy Director and subsequently Director of Group Execution Functions. In December 2016, he was appointed as Managing Director Operations. Øivind Tangen began his career in offshore engineering with ABB Offshore Systems in Oslo.

He holds an MSc in naval architecture from Trondheim University in Norway and a master’s degree in MEDEA (Energy, Environmental Management and Economics) from ENI Corporate University in Milan.

Øivind Tangen is member of the Supervisory Board of Ekwil S.A.S., a 50% subsidiary of SBM Offshore for Floating Offshore Wind projects.

Chief Financial Officer and member of the Management Board, British nationality, 1971, male

Initial appointment in 2016

Douglas Wood joined SBM Offshore as Group Financial Director in October 2016. During the Company’s Extraordinary General Meeting of November 30, 2016, he was appointed as a member of the Management Board and took over the role of CFO. Prior to joining SBM Offshore, Douglas Wood worked for Shell for 23 years in various financial management positions, most recently as CFO and Director of Showa Shell Sekiyu K.K. in Japan. His other roles included Vice President Finance and Planning Exploration (Shell Upstream International) and Head of Business Performance Reporting and Financial Planning (for Shell Exploration and Production).

Douglas Wood is a Fellow of the Chartered Institute of Management Accountants since 2006 and in 1993 obtained a degree in Classics at Oxford University.

Chief Operating Officer and member of the Executive Leadership Team, British nationality, 1972, male

Initial appointment in 2024

Alexander Glenn was appointed as member of the Executive Leadership Team and Chief Operating Officer on April 12, 2024. He joined SBM Offshore in 2007 as an Operability Engineer and then proceeded to gain a wide experience in international projects and operational management from Asia, to Europe, West Africa, North America and Brazil. In 2017, Alex Glenn was appointed Operations Director for the global fleet, and subsequently Program Director for the development and deployment of an integrated business management system, before being appointed Managing Director of Operations in April 2022. Alex Glenn began his career in offshore operations with Maersk Contractors in the UK sector of the North Sea. 

Alexander Glenn holds a degree in marine technology from the University of Newcastle Upon Tyne.

Chief Business Officer and member of the Executive Leadership Team, French nationality, 1972, male

Initial appointment in 2024

Olivier Icyk was appointed as member of the Executive Leadership Team and Chief Business Officer on April 12, 2024.  He joined SBM Offshore in 1996 as Project Engineer for installation projects, then taking the role of Project Manager on many SBM Offshore products (CALM buoys, Turrets, FPSOs) for 15 years. He later became Fleet Operation Readiness Manager, before moving to FPSO Business Acquisition Director, later leading the FPSO Product Line and, since 2021, as Managing Director Floating Production Solutions, responsible for all product development, business acquisition and project execution for the FPSO, Turret and Installation Product Lines. Olivier Icyk has around 30 years of experience in the oil and gas industry, having started his career working with other contractors in South-East Asia. 

Olivier Icyk holds a degree in offshore engineering from École Centrale de Marseille.

2.1.3 Supervisory Board and Committees

At year-end, the Supervisory Board consists of six members and, as per the date of this report, of seven members. The Supervisory Board supervises the Company policies, the management of the Company and its businesses, the effectiveness and integrity of the internal risk management and control systems and procedures implemented by the Management Board, as well as the general conduct of affairs of the Company and its businesses. The Supervisory Board also supervises how the Management Board determines its position on the sustainable long-term value-creation strategy and how the Management Board implements that strategy, taking into account the effect on people and the environment. The Supervisory Board advises the Management Board and regularly discusses Company strategy, the implementation of the strategy and the risks associated with it. In the performance of its duties, the Supervisory Board is guided by the interests of the Company and its business as well as the Company’s relevant stakeholders. In addition, certain (material) decisions of the Management Board, as stipulated in the Dutch Civil Code, articles of association or the Management Board and Supervisory Board rules, require the Supervisory Board’s prior approval.

The Supervisory Board has three subcommittees: the Audit Committee, the Appointment and Remuneration Committee and the Technical and Commercial Committee. The Appointment and Remuneration Committee is a joint committee with two separate chairs and tasks: i) the selection and appointment preparation of Management Board and Supervisory Board members and ii) the preparation of decision-making regarding remuneration matters. The task of each subcommittee is to assist and advise the Supervisory Board in fulfilling its responsibilities. More information about the ways of working of the Supervisory Board and its committees can be found in the Supervisory Board and Committee rules, available on the Company’s website (who-we-are/corporate-governance).

Members of the Supervisory Board are appointed by the General Meeting, following nomination by the Supervisory Board. A Supervisory Board member is appointed for a period of four years and may then be re-appointed once for another four-year period. A Supervisory Board member may subsequently be re-appointed again for a third period of two years, which may be extended by at most two years. In case of nominations, the competencies and background of members already in function, as well as the Supervisory Board Diversity and Inclusion policy and Supervisory Board Profile will be taken into account. The guiding principle is that the Supervisory Board is composed in such a way as to ensure an appropriate degree of diversity with regard to, among others, gender, expertise, experience, competencies and (cultural) background, in line with best practice provision 2.1.4 and 2.1.5 of the Corporate Governance Code. The Supervisory Board appoints one of its members as Chair and one as Vice-Chair. Further information about the appointment and dismissal of Supervisory Board members can be found in SBM Offshore’s articles of association. The Supervisory Board has drawn up a retirement schedule for its members, which is available on the Company’s website (who-we-are/corporate-governance).

Supervisory Board members shall inform the Supervisory Board before accepting positions outside the Company. Positions may not be accepted without the Supervisory Board’s prior approval. The positions cannot be in conflict with the Company’s interests. Positions outside the Company are reviewed and discussed annually at the Supervisory Board meeting. The Company is compliant with best practice 2.4.2 of the Corporate Governance Code.

Dutch nationality, 1957, male

Chair of the Supervisory Board, Chair of the Appointment and Remuneration Committee dealing with appointment and selection matters.

First appointment in 2018, expiry current term in 2026.

Profession: CEO of Haldor Topsoe A/S.

Background: Roeland Baan started his career at Shell, where he fulfilled various (senior) management roles. As of 1996, he worked consecutively at Thyssen Sonnenberg Recycling, SHV Gas, Mittal Steel and Arcelor Mittal. Roeland Baan was Executive Vice President and CEO at Aleris until 2015. From April 2016 until June 2020 he was President and CEO at Outokumpu Oyj.

Education: Roeland Baan has a Master in Economics from the VU University in Amsterdam.

Expertise: Significant management and CEO experience at multinational companies in the energy industry.

Other mandates¹: independent board member at Syensqo SA.

French nationality, 1949, male

Vice-Chair of the Supervisory Board, member of the Technical and Commercial Committee and the Appointment and Remuneration Committee.

First appointment in 2018, expiry current term in 2026.

Background: During his career, Bernard Bajolet held various roles as a French diplomat and civil servant.

Education: He studied political sciences at Sciences Po in Paris and obtained his degree at the Ecole Nationale d’Administration in Paris. He was also a fellow at the Center for International Affairs of the Harvard University, Cambridge, Massachusetts.

Expertise: Vast international experience in complex environments as well as specific expertise in security.

Other mandates¹: Consultant of Amarante International/member of the Strategic Orientation Board.

Brazilian nationality, 1957, female

Member of the Supervisory Board, member of the Technical and Commercial Committee.

First appointment in 2025, expiry current term in 2029.

Background: Lucia de Andrade held executive management positions as a senior executive with companies such as ABB Lummus Global, Technip, Subsea7 and Shell.

Education: Chemical Degree from the Federal University of Rio de Janeiro.

Expertise: Vast international experience in various parts of the the oil and gas industry.

Other mandates: –

Danish nationality, 1966, female

Member of the Supervisory Board, Chair of the Audit Committee, member of the Technical and Commercial Committee.

First appointed in 2021, expiry current term in 2025.

Profession: Non-Executive Director.

Background: Ingelise Arntsen has held executive top management positions within companies such as Statkraft AS, REC ASA and Aibel AS. She has also spent seven years within the shipbuilding industry, working for Kværner Fjellstrand in Singapore and Norway.

Education: She holds a bachelor’s degree in economics from the University of Southern Denmark.

Expertise: Extensive international experience from the shipbuilding industry and from various parts of the renewable energy industry.

Other mandates¹: Vice-Chair of the Supervisory Board of Statkraft AS, member of the Supervisory Board of Exportfinans Norge, member of the Supervisory Board of Corvus Energy AS, member of the Supervisory Board of Fred. Olsen Windcarier ASA, member of the Supervisory Board of Synera Renewable Energy.

Dutch nationality, 1958, male

Member of the Supervisory Board, Chair of the Appointment and Remuneration Committee dealing with remuneration matters, Chair of the Technical and Commercial Committee.

First appointment in 2023, expiry current term in 2027.

Profession: Non-Executive Director.

Background: Allard Castelein started his career as a medical doctor, before pursuing an international career in the energy sector. He joined Shell in 1987, where he fulfilled several (senior) management positions. His last position was President Environment for Shell (2009-2013). From 2014 till 2023, Allard Castelein was President and CEO of the Port of Rotterdam.

Education: Allard Castelein obtained a masters degree in medicine from the Erasmus University of Rotterdam.

Expertise: Significant CEO and management experience in the energy industry, with skills, amongst others, in sustainable development and the environment.

Other mandates¹: non-executive director at Renewi plc, non-executive director at Heijmans N.V., non-executive director at Associated British Ports, member of the Supervisory Board of the International Architecture Biennale Rotterdam, Special Envoy for Critical Raw Materials for the Dutch Government.

American nationality, 1965, female

Member of the Supervisory Board, member of the Audit Committee.

First appointment in 2025, expiry current term in 2029.

Profession: CFO of Medical Solutions (USA).

Background: Denise Dettingmeijer held executive management positions at ADAC Laboratories Europe, Alcoa, Aleris International and Randstad North America.

Education: Master of Business Administration degree with a major in Finance and a Bachelor of Science with a major in management & human development, both from the University of Connecticut.

Expertise: Experienced finance executive with more than twenty years of experience as CFO.

Other mandates: –

Dutch nationality, 1980, male

Member of the Supervisory Board, member of the Audit Committee.

First appointment in 2024, expiry current term in 2028.

Profession: Director HAL Investments B.V.

Education: Patrick Jager holds a masters degree in financial economics from the University of Groningen.

Expertise: Ample financial knowledge and management expertise.

Other mandates¹: member of the Supervisory Board of Prodrive Technologies B.V., member of the Supervisory Board of Van Wijnen Holding B.V.

1. This section includes other mandates that may be relevant for the performance of the duties of the Supervisory Board.

2.1.4 Share Capital

The authorized share capital of the Company amounts to EUR200 million and is divided into 400,000,000 ordinary shares with a nominal value of EUR0.25 and 400,000,000 protective preference shares, also with a nominal value of EUR0.25. The preference shares can be issued as a protective measure, as explained in the section on the Stichting ContinuïteitSBM Offshore. As per December 31, 2024 176,361,365 (2023: 180,671,305) ordinary shares are issued. No protective preference shares have been issued.

As per the Dutch Act on Conversion of bearer shares (Wet omzetting aandelen aan toonder), all bearer shares still outstanding at December 31, 2020, have been converted into registered shares (31,840) held in the name of the Company, as per January 1, 2021. A shareholder who hands in a bearer share certificate to the Company before January 2, 2026, is entitled to receive a replacement registered share from the Company. A shareholder may not exercise the rights vested in a share until the shareholder has handed in the corresponding bearer share certificate(s) to the Company.

2.1.5 General Meeting of shareholders

Within six months of the end of the financial year, the Annual General Meeting (AGM) is held. The agenda for this meeting generally includes the following standard items:

Proposals to the agenda of General Meetings can be made by persons who are entitled to attend General Meetings, solely or jointly representing shares amounting to at least 1% of the issued share capital, or with a market value of at least EUR50 million. Proposals of persons who are entitled to attend shareholders meetings will only be included in the agenda if such proposals are made in writing to the Management Board not later than sixty days before that meeting.

With reference to the articles of association, all shareholders are entitled, either personally or by proxy authorized in writing, to attend the General Meeting, to address the General Meeting and to vote. The articles of association do not provide for any limitation of the transferability of the ordinary shares and the voting rights of shareholders are not subject to any limitation.

At the General Meeting, each ordinary share with a nominal value of EUR0.25 each shall confer the right to cast one (1) vote. Each protective preference share with a nominal value of EUR0.25 each shall confer the right to cast one (1) vote, when issued. None of the protective preference shares have been issued to date. Unless otherwise required by law or the articles of association of the Company, all resolutions shall be adopted by an absolute majority of votes. The General Meeting may adopt a resolution to amend the articles of association of the Company by an absolute majority of votes cast, but solely upon the proposal of the Management Board, subject to the approval of the Supervisory Board. The articles of association are reviewed on a regular basis and were last amended on April 7, 2022.

The 2024 AGM was held physically and shareholders could cast their votes prior to, and during, the meeting. 116,139,074 ordinary shares participated in the voting, equal to 64.28% (2023: 72.45%) of the then total outstanding share capital of 180,671,305 ordinary shares. All proposed resolutions were adopted. The outcome of the voting of the meeting was posted on the Company’s website on the same day and draft minutes were made available to the shareholders via the Company’s website within three months of the meeting.

Finally, SBM Offshore’s Policy on Shareholder Contacts and Dialogue can be found on the Company website (who-we-are/corporate-governance) as per best practice 4.2.2 of the Corporate Governance Code.

2.1.6 Issue, Repurchase and Cancellation of Shares

The General Meeting or the Management Board, if authorized by the General Meeting and with the approval of the Supervisory Board, may resolve to issue shares.

The General Meeting or the Management Board, subject to the approval of the Supervisory Board, shall set the price and further conditions of issue, with due observance of the provisions contained in the articles of association. Shares shall never be issued below par, except in the case as referred to in article 2:80 (2) Dutch Civil Code. At the 2024 AGM, the shareholders delegated, to the Management Board, for a period of eighteen months and, subject to the approval of the Supervisory Board, the authority to issue ordinary shares up to 10% of the issued share capital at that time. In addition, authorization was granted to restrict or to exclude pre-emption rights for a period of eighteen months and subject to the approval of the Supervisory Board.

The Management Board may, with the authorization of the General Meeting and the Supervisory Board and without prejudice to the provisions of article 2:98 Dutch Civil Code and the articles of association, cause the Company to acquire fully paid-up shares in its own capital for valuable consideration. The Management Board may resolve, subject to the approval of the Supervisory Board, to dispose of shares acquired by the Company in its own capital. No pre-emption right shall exist in respect of such disposal. At the 2024 AGM, the shareholders delegated the authority, to the Management Board, for a period of eighteen months, as from April 12, 2024 and subject to approval of the Supervisory Board, to repurchase up to 10% of the issued share capital at that time.

2.1.7 External and Internal Auditor

The external auditor of SBM Offshore is appointed by the General Meeting, following proposal by the Supervisory Board after a selection process and recommendation from the Audit Committee with advice of the Management Board. During the 2023 AGM, Deloitte Accountants B.V. (‘DTT’) was appointed as external auditor of the Company for a period of four years for the audit of the financial years 2024 up to and including 2027. In 2024, the Supervisory Board appointed DTT as external auditor for the assurance review on the sustainability report of the financial year 2024. Pursuant to the EU Regulation on specific requirements regarding statutory audit of public-interest entities and the audit firms supervision act (’Wet toezicht accountantsorganisaties’ or ’Wta’), the external auditor performs his tasks independently from the audit client.

The external auditor attends all meetings of the Audit Committee, as well as the Supervisory Board meeting at which the financial statements are approved. The external auditor receives the financial information and underlying reports of the quarterly results and is given the opportunity to comment and respond to this information. The Audit Committee advises the Supervisory Board, which communicates the results of this assessment to the General Meeting. The Audit Committee and the Management Board report their dealings with the external auditor to the Supervisory Board annually, discussing the auditor’s independence and assessing audit quality.

Pursuant to the Auditors Profession Act, the auditors are prohibited from providing the Company with services in the Netherlands other than ’audit services aimed to provide reliability concerning the information supplied by the audited client for the benefit of external users of this information and also for the benefit of the Supervisory Board, as referred to in the reports mentioned’. During 2024, a minor number of limited-scope non-audit services were provided by foreign member firms of the DTT global network, taking into account the external auditor’s independence rules and SBM Offshore’s policy in this regard.

The task of the Group Internal Audit Director and the Group Internal Audit Department (or ’Internal Audit’) is to assess the design and operation of the internal risk management and control systems. It assists the Company in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization’s governance, risk management and internal controls. The Management Board is responsible for the Internal Audit function. The Supervisory Board oversees the Internal Audit function and, through the Audit Committee, maintains regular contact with the Group Internal Audit Director. Administratively, the Group Internal Audit Director reports to the CFO. An Internal Audit Plan, based on a risk-based prioritization of the audit universe, is submitted at least annually to the Management Board, then to the Audit Committee for recommendation and, subsequently, to the Supervisory Board for approval. The Internal Audit department reports the results of internal audit activities, and progress compared to plan, to the Management Board, Audit Committee and the external auditor.

The Group Internal Audit Director is responsible for ensuring the independence of the Internal Audit function and its activities. Safeguards to mitigate any risk of lack of independence of the Group Internal Audit Director include direct access to both members of the Management Board, the Audit Committee Chair and the external auditor. The Internal Audit department is governed by adherence to the Corporate Governance Code and the International Professional Practices Framework (IPPF) of the Institute of Internal Auditors (IIA). In 2024, the Internal Audit department was subject to an external quality assurance review performed by the IIA Netherlands. This review found that the Group Internal Audit Department of SBM Offshore complies with generally accepted standards of professional practice of internal auditors and the standards set out in the IPPF. An external quality assurance review is required to be performed every five years.

2.1.8 Stichting Continuïteit SBM Offshore

In this section, SBM Offshore’s takeover protection measures are described, as well as the circumstances under which it is expected that these measures may be used.

A foundation ‘Stichting Continuïteit SBM Offshore’ (the Foundation), was established on March 15, 1988. In summary, the objectives of the Foundation are to represent the interests of SBM Offshore in such a way that the interests of the Company, and of all parties involved in this, are safeguarded, and that influences which could affect the independence, continuity and/or the identity of the Company in breach of those interests are deterred. The Foundation will perform its role, and take all actions required, at its sole discretion. In the exercise of its functions it will, however, be guided by the interests of the Company and the business enterprises connected with it, and all other stakeholders, including shareholders and employees.

The Foundation is managed by a Board, the composition of which is intended to ensure that an independent judgment may be made as to the interests of the Company. In 2024 Mr A.W. Veenman retired, as a consequence of which the Board now consists of: Mr. B. Vree, Chair, Mr. R.H. Berkvens,Ms. H.F.M. Defesche and Mr. J.O. van Klinken. In order to inform the Board about the business and interests of the Company, the Chair of the Supervisory Board, the CEO and the CFO are invited to attend the Foundation Board meetings.

The Management Board, with the approval of the Supervisory Board, has granted a call option to the Foundation to acquire a number of protective preference shares in the Company’s share capital, carrying voting rights, equal to one half of the voting rights carried by the ordinary shares outstanding immediately prior to the exercise of the option, enabling it effectively to perform its functions, at its sole discretion and responsibility, as it deems useful or desirable.

The option agreement between SBM Offshore and the Foundation was last amended and restated in 2011, to reflect a waiver by the Company of its put option and the alignment of the nominal value of the protective preference shares with the nominal value of ordinary shares, by reducing the nominal value of EUR1 to EUR0.25, and the related increase in the number of protective preference shares, as per the amended articles of association of the Company. The Foundation is independent, as stipulated in article 5:71 (1) (c) Financial Markets Supervision Act.

2.1.9 Other Regulatory Matters

The members of the Management Board have a services contract with SBM Offshore N.V. These contracts stipulate that members of the Management Board may not compete with the Company. Conflict of interest procedures are included in the Management Board and Supervisory Board rules and the Company’s Code of Conduct, and reflect Dutch law and the principle and best practices of the Corporate Governance Code. In 2024, there were no conflicts of interest in relation to the members of the Management Board and Supervisory Board reported that were of material significance to the Company. For an overview of remuneration granted to the Management and Supervisory Board, reference is made to the remuneration report. The Company is compliant with best practice 2.7.3 to 2.7.4 of the Corporate Governance Code.

In 2024, SBM Offshore did not enter into transactions with legal or natural persons who held at least 10% of the shares in the Company. The Company is compliant with best practice 2.7.5 of the Corporate Governance Code.

For information about the shares (or other financial instruments) held in SBM Offshore N.V. by members of the Management Board, reference is made to section 4.3.6 of the notes to the consolidated financial statements.

The Company is not a party to any material agreement that takes effect, alters or terminates upon a change of control of the Company following a public takeover bid, as referred to in section 5:70 of the Dutch Financial Markets Supervision Act, other than as mentioned in this paragraph. SBM Offshore N.V. has a revolving credit facility agreement under which the approval of the participating lenders must be obtained in the event of a change of control of the Company owing to a public takeover bid. Certain shareholder agreements, vessel charter, EPC and O&M contracts that subsidiaries of the Company have entered into contain clauses that are triggered in case of a change of control of the Company following a public takeover bid, providing contracting parties with certain rights, such as the right to terminate the relevant agreement. In addition, local bidding rules and regulations (e.g. in Brazil for Petrobras) may require client approval for changes of control. A change-of-control clause is included in the services contract between the Company and each of the members of the Management Board.

In 2024, SBM Offshore updated its Inclusion, Diversity and Equity Policy, which can be found on the Company website. The diversity and inclusion policies for the Supervisory Board and for the Management Board, including Senior Management, can also be found on the Company website (who-we-are/corporate-governance). Diversity and inclusion targets found to be relevant for the Supervisory Board and Management Board including Senior Management are i) nationality/cultural background, with a due and fair representation of the geographic regions in which the Company operates, and ii) gender.

At year-end 2024, the members of the Management Board represented two and the members of the Supervisory Board represented four nationalities, of which three are different from those of the Management Board. Four additional nationalities were represented in Senior Management, which consists of the non-statutory Executive Leadership Team members and Executive Committee. A broad range of experience in the geographic regions where the Company operates is seen, or in case of new regions, experience is being built up, supported by employee development plans.

Based on Dutch law, for 2024, the Company maintained the following gender diversity targets: i) Supervisory Board: males and females each hold at least one third of the seats; ii) Management Board: to have at least one female; and iii) Senior Management: to have at least one third each of males and females.

As at December 31, 2024, 33.33% of the Supervisory Board members were female (at target). Senior Management missed the target, with 25% of its members female, and the Management Board, consisting of 100% males, also did not meet the target. In 2024 there were no vacancies in the Management Board.

In general, more than for re-appointments, whereby experience and good performance weigh heavily on the decision, new appointments offer the opportunity to improve the gender balance when needed. The targets set for (gender) diversity will be taken into consideration when there are vacancies in the Supervisory Board, Management Board and Senior Management positions. For example, SBM Offshore’s leadership program (RISE) is designed to ensure that both men and women of different nationalities can advance into senior management and executive positions. Collaboration with technical schools is an additional, longer-term, measure aimed at achieving an improved gender balance.

The same targets for the Supervisory Board, Management Board and Senior Management will be applied for 2025. Additionally, in terms of the broader organization, the target is for 25% of the broader group of senior management to be females.

The Company has a Code of Conduct which is built on the Company’s four core values: Integrity, Care, Collaboration and Ownership. Reporting channels and a Speak Up Line are in place and enable SBM Offshore to carefully listen to its employees and partners in the value chain about concerns related to potential violations against the Code of Conduct, core values or the law. The Speak Up Line, managed by an independent third party, is available 24 hours a day, 365 days a year, supports multiple languages and allows for anonymous and confidential reporting. For more details on SBM Offshore’s compliance program, reference is made to section 2.5.2. The Code of Conduct can be found on the Company website.

SBM Offshore complies with the principles and best practices of the Corporate Governance Code.

2.2 Report of the Supervisory Board

Letter from the Chair of the Supervisory Board

In 2024, Jaap van Wiechen stepped down after the 2024 AGM after four years of service and Hilary Mercer, who has been a Supervisory Board member since the 2022 AGM and effectively since November 2021, stepped down as per January 1, 2025. The Supervisory Board is grateful for their insights, knowledge and contributions. The Supervisory Board welcomed Patrick Jager who was appointed at the 2024 AGM for a period of four years, until the 2028 AGM, as well as Lucia de Andrade and Denise Dettingmeijer following their appointment at the Extraordinary General Meeting of January 17, 2025 effective as of that date and ending at the 2029 AGM, which is the fourth year after appointment. In accordance with best practice 2.2.2 of the Corporate Governance Code, the competencies and background of the Supervisory Board members already in function, as well as the Diversity and Inclusion Policy and the Profile for the Supervisory Board, were closely observed for nominations made. Reference is made to section 2.1.3 for the biographies of the Supervisory Board members.

At year-end, five out of six Supervisory Board members are independent from the Company within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the Corporate Governance Code. The exception is Patrick Jager in view of his position as director of HAL Investments B.V.

In 2024, the Supervisory Board met eight times for its scheduled meetings, had two additional meetings and some ad hoc calls. The Supervisory Board assessed that its members have adequate time available to give sufficient attention to the Company. The attendance percentage of the Supervisory Board meetings was c. 93%. The table below shows the overview of the attendance in 2024 at meetings for the individual members out of the number eligible to attend.

1. Where a Supervisory Board member retired from or was appointed to the Supervisory Board, stepped down from a Committee or was appointed throughout the year, only meetings during his/her tenure were taken into account

The Management Board attended all regular meetings of the Supervisory Board. Prior to regular meetings, the Supervisory Board met outside the presence of the Management Board to reflect on agenda items and discuss items requiring attention during the meeting. The Supervisory Board received regular updates outside meetings on relevant developments within the Company. Whenever possible, informal pre-board meetings were held, where there was also the possibility for the Supervisory Board to meet senior management members. Between meetings, the Chair of the Supervisory Board regularly spoke with the Management Board.

The Supervisory Board discussed a wide range of topics during the year. In its deliberations, the Supervisory Board considered the interests of the Company and its business as well as the relevant stakeholders from the Company. During the year, the Management Board, the COO and CBO as well as several representatives of senior management gave presentations to the Supervisory Board on specific topics within their area of responsibility.

At the start of each regular meeting, the Supervisory Board receives an update from the Management Board on the general state of affairs on relevant topics. In addition, the Supervisory Board (regularly) discussed the following topics:

• Strategy, including ESG impact and risks associated, culture and values

• Sales, marketing and tendering activities as well as market developments

• Operational strategy and performance

• Project execution and performance

• Financial performance including liquidity position

• Financial plan including annual budget

• Shareholder return policy, dividend proposal, share buyback program

• Tax matters

• Financing

• Treasury

• Investor relations: shareholders engagement, investor relations roadmap

• AGM preparation, evaluation and follow-up

• Compliance

• Risk appetite, risk management and internal controls

• Internal audit plan

• Technology and innovation

• AI, IT and cyber security risks management

The Supervisory Board spent time on the CEO change and the updated governance structure, resulting in a two-person Management Board (CEO and CFO) supported on operational and business matters by the COO and CBO. Furthermore, a discussion took place on Supervisory Board composition and succession planning, the remuneration (policy) of the Management Board, Supervisory Board and Senior Management, as well as talent management and leadership developments within SBM Offshore.

The Supervisory Board saw that good progress was made throughout the year on the evolution of the strategic road map that focuses on the strategic priorities: i) Drive Excellence, ii) Decarbonize and Diversify and iii) Grow Economic value. The strategy and priorities set were discussed with the Supervisory Board on various occasions and included progress of the implementation. Monitoring whether targets are reached happens in various manners, including the Group Balanced Scorecard that is applicable to the Management Board as well as the organization.

Following the outcome of the 2024 double materiality assessment, ESG material topics and business topics were defined and each of them was linked to a strategic priority. The Supervisory Board annually reviews and discusses the Company's risk appetite. In December 2024, the Supervisory Board reviewed and approved the long-term strategic plan.

The evolved strategic road map also led to an revised brand positioning, with more focus on the Company identity, purpose and commitment. The Company values Integrity, Care, Ownership and the newly added value Collaboration contribute to a culture focused on sustainable long-term value creation for the Company.

The Supervisory Board has appointed three committees which are formed from among its members. These committees have advisory powers, share the main considerations and conclusions of their meetings in the Supervisory Board meeting and provide recommendations for decision by the Supervisory Board. The committee composition changed in 2024 due to changes in the Supervisory Board.

The Audit Committee has seen changes in 2024: following the departure of Jaap van Wiechen at the 2024 AGM, Ingelise Arntsen became Chair and Patrick Jager joined as member. The Audit Committee convened five times in 2024. The attendance percentage of the Audit Committee meetings was 80%. The Audit Committee Chair reported to the Supervisory Board on the principal issues discussed, on actions arising and the follow-up of such actions and made recommendations on those matters requiring a decision by the Supervisory Board. The Management Board, the Group Internal Audit Director, the Group Controller and the external auditor attended the meetings. After each meeting, the Audit Committee met with the external auditor outside the presence of the Management Board. The Chair of the Audit Committee regularly held meetings with the CFO, and separately with SBM Offshore’s Group Internal Audit Director and again separately with the external auditor.

The external auditor participated in all meetings of the Audit Committee. Discussions were held with the external auditor about the audit plan, interim audit findings report, board report, audit report and financial statements including managerial judgments and key accounting estimates. Additionally, the Audit Committee formally evaluated the external auditor.

There were no changes in the Appointment and Remuneration Committee composition in 2024. The Appointment and Remuneration Committee had five scheduled meetings in 2024 and one ad hoc meeting. The attendance rate of the Appointment and Remuneration Committee meetings was c. 94%. The Appointment and Remuneration Committee consists of two parts: a part for selection and appointment matters and a part for remuneration matters. During the Supervisory Board meetings, the respective Chair reported on the selection and appointment matters and on the remuneration matters reviewed by the Committee, on actions arising and the follow-up of such actions. They made recommendations on those matters that require a decision from the Supervisory Board.

The meetings were attended by the Management Board and the Group HR Director, except where the Appointment and Remuneration Committee chose to discuss matters in private.

In 2024, Hilary Mercer stepped down from the Technical and Commercial Committee and Allard Castelein became member and Chair. The Technical and Commercial Committee convened five times in 2024. The attendance rate of the Technical and Commercial Committee for these meetings was c. 83%. The Chair of the Technical and Commercial Committee reported to the Supervisory Board on the principal issues discussed, on actions arising and the follow-up of such actions and made recommendations on those matters requiring a decision.

The meetings were attended by the Management Board, COO, CBO and relevant senior management representatives to discuss topics within the remit of the Technical and Commercial Committee.

New members of the Supervisory Board receive a comprehensive induction tailored to their needs. Furthermore, during the first year of appointment, new members often are present at the meetings of committees of which they are not a member. In 2024, SBM Offshore welcomed Patrick Jager as new member to the Supervisory Board. The induction program took place in the form of sessions with the Management Board, COO, CBO and Senior Management where operational, commercial, financial, social, legal and sustainability matters regarding SBM Offshore were discussed.

Both the Management Board and the Supervisory Board spent time on deep dives on various relevant subjects, for example on CSRD obligations, double materiality assessment and related process and disclosures. The Boards expanded their knowledge on what is expected from each of them in terms of governance therein. Both Boards participated in a workshop on climate change. Some Supervisory Board members and the Management Board paid a visit to FPSO ONE GUYANA whilst under construction in Singapore. Finally, in December, the Supervisory Board went to Porto, Portugal and visited the Corporate Business Solutions Center and received presentations on its functions as well as the Operations tactical center.

In August 2024, the Supervisory Board assessed the profiles and the competencies of the individual Supervisory Board members. Annually, an assessment on the functioning of the Supervisory Board, its committees and its members is performed. As the 2023 the evaluation was done with an external adviser, the 2024 evaluation was carried out by the Management Board and Supervisory Board members completing an online survey. The outcome was discussed with the Supervisory Board in November 2024. The assessment shows that the Supervisory Board and its members function properly and effectively. The composition of the Supervisory Board represents the relevant skill sets and the required areas of expertise. The Supervisory Board meetings take place in an open, constructive, and transparent atmosphere with each of the members actively participating. In order to keep connected to the business and its people, the Supervisory Board suggested having at least annual off-site visits and spend more time on informal interactions between the Supervisory Board members itself, as well as with (senior) management. These suggestions will be incorporated in the 2025 planning.

The Supervisory Board also evaluated the functioning of the Management Board, which was concluded to function properly and effectively. With the transition to the new CEO, the reduction of the Management Board to two members, and the support of the COO and CBO, the Supervisory Board is pleased to see a continued good cooperation and team spirit.

The Management Board reviewed its own functioning as a whole and that of the individual Management Board members on various occasions throughout the year. During these sessions, its role and responsibilities, meeting efficiency and the relationship with the Supervisory Board and senior management was also discussed. In addition there has been continuous attention to diversity and inclusion within the organization.

The Financial Statements have been audited by the external auditor, Deloitte Accountants B.V. Their findings have been discussed with the Audit Committee and the Supervisory Board in the presence of the Management Board. The external auditor has expressed an unqualified opinion on the Financial Statements.

The members of the Supervisory Board have signed the 2024 Financial Statements pursuant to their statutory obligations under article 2:101 (2) of the Dutch Civil Code. The members of the Management Board have signed the 2024 Financial Statements pursuant to their statutory obligations under article 2:101(2) of the Dutch Civil Code and article 5:25c (2) (c) of the Financial Markets Supervision Act. The Supervisory Board of SBM Offshore N.V. recommends that the General Meeting adopts the Financial Statements for the year 2024.

Roeland Baan, Chair

Bernard Bajolet, Vice-Chair

Lucia de Andrade

Ingelise Arntsen

Allard Castelein

Denise Dettingmeijer

Patrick Jager

Schiphol, the Netherlands

February 19, 2025

2.3 Remuneration Report

Letter from the Chair of the Appointment and Remuneration Committee for remuneration matters

2.3.1 Management Board Remuneration Policy

The Remuneration Policy 2022 (RP 2022) became effective January 1, 2022 after being adopted by shareholders with 91% of the votes on April 7, 2021. Full details and the principles and rationale for the RP 2022 are available on SBM Offshore’s website (who-we-are/Corporate Governance). Pursuant to Dutch law, the Management Board Remuneration Policy will be submitted for adoption at the 2025 AGM. Reporting in this remuneration report takes place on the basis of RP 2022 as it was effective in 2024.

The Company remunerates members of the Management Board for long-term value creation. RP 2022 is based on competitive remuneration aligned with the long-term performance of SBM Offshore. It is built on six reward principles: simplicity, flexibility, predictability, competitiveness, alignment and, most importantly, driving the right results.

This remuneration report has been written based on the EU Shareholder Rights’ Directive (SRD II) as implemented in the Netherlands.

SBM Offshore is the world’s deepwater ocean-infrastructure expert and delivering a True. Blue. Transition. – advancing decarbonization and the energy transition while diversifying to support more industries with its marine capabilities. In executing the strategy, SBM Offshore is guided by its Core Values: Integrity, Care, Collaboration and Ownership.

The underlying principles of the remuneration policy of the Management Board of SBM Offshore N.V. support the vision and ambition and aim for sustainable long-term value creation for SBM Offshore through the Value Creation Stake balanced with pay for performance through the short-term incentive (STI).

The Company's strategy revolves around excellence in the execution of ocean infrastructure while reducing costs and emissions of oil and gas production and, in parallel, developing new sustainable technologies to enter and expand as part of the energy transition and with unwavering commitment to health, safety, and protection of the environment. In RP 2022, pay is linked to the strategic goals through the STI performance areas of Profitability, Growth and Sustainability performance through annual financial, non-financial and sustainability targets for the respective performance year. As such, Management Board remuneration is directly linked to the success of the Company and the value delivered to shareholders. Sustainability is an integral part of the strategy, and is explicitly expressed through the Sustainability performance area and also through the underpin test for the Value Creation Stake.

Employment conditions and pay of employees within SBM Offshore are taken into account when formulating the remuneration policy, for instance through the internal pay-ratio analysis. Employment conditions for Management Board members may differ from those applicable to employees because their responsibilities are on a different level. The principles of the remuneration policy are used as a guideline for remuneration at SBM Offshore as a whole.

The four components of the remuneration package of Management Board members under RP 2022 are: (1) base salary, (2) STI, (3) Value Creation Stake and (4) Pension and Benefits.

The base salary is set by the Supervisory Board and is a fixed component paid in cash. Depending on internal and external developments such as market movements, the Supervisory Board may adjust base salary levels.

The objective of the STI is to provide a direct alignment of pay with short-term operational performance. Under RP 2022, the STI key performance indicators focus on three performance areas: (i) Profitability, (ii) Growth and (iii) Sustainability performance. The Supervisory Board, upon the recommendation of the Appointment and Remuneration Committee, determines, for each of the performance measures, the specific performance targets and their relative weighting at the beginning of the financial year within the following margins for each area:

The Supervisory Board will inform the shareholders in the remuneration report of the performance indicators it applies in each financial year. Performance measures will not be adjusted retrospectively.

Performance ranges – threshold, target and maximum – are set for each of the key performance indicators. The STI is set at a target level of 100% of the base salary for the CEO and 75% of the base salary for any other member of the Management Board. The threshold pay-out is at 0.5 times target and maximum pay-out will not exceed 1.5 times target. A linear pay-out line applies between threshold and maximum. Below threshold, the pay-out is zero. The Supervisory Board may adjust the outcome of the STI down by a maximum of 10%, which adjustment, if applied, will be reported on in the remuneration report.

At the end of the performance year, the performance is reviewed by the Supervisory Board and the pay-out level is determined. Target setting and realization are published ex post in this remuneration report. For order intake and project performance that are very sensitive commercially, a qualitative appraisal will be presented. The STI is payable in cash after the publication of the Annual Report for the performance year.

The Value Creation Stake is an award of restricted shares to create direct alignment with long-term shareholder value. The awarded shares must be held for at least five years. After retirement or termination, the holding period will not be longer than two years. The gross annual grant value for each of the Management Board members is 175% of base salary. The number of shares is determined by a four-year average share price (volume-weighted). The Value Creation Stake has a variable element to the extent that the share price develops during the holding period. A performance underpin is applicable, which serves as a mechanism to ensure an acceptable threshold level of performance. Prior to the grant of the Value Creation Stake, the Supervisory Board can consider that it is withheld in whole or in part when events within the control of the incumbent Management Board have occurred that threaten the long-term continuity of the Company in case of:

• Safety event resulting in the loss of multiple lives and/or significant oil damage to the environment and/or loss of an FPSO;and/or

• Compliance issue resulting in the Company being unable to operate in one or more of its primary markets; and/or

• Significant project impairment due to insufficient oversight or gross negligence or deliberate omissions. This relates to large projects with a value exceeding US$1 billion.

All members of the Management Board are required to build up Company stock of at least 350% of base salary. The value of the share ownership is determined at the date of grant.

In principle, the Management Board members are responsible for their own pension arrangements and receive a pension allowance equal to 25% of their base salary for this purpose.

The Management Board members are entitled to additional benefits, such as a company car allowance, medical and life insurance and (dependent on the personal situation of the Management Board member) a housing allowance and school fees.

Each of the Management Board members has entered into a four-year service contract with the Company, the terms of which have been disclosed in the explanatory notice of the General Meeting at which the Management Board member was (re-)appointed. Next to his service contract, Bruno Chabas had an employment contract with Offshore Energy Development Corporation S.A.M., in relation to a split pay-out of his remuneration.

The service contracts with the Management Board members contain an adjustment clause giving discretionary authority to the Supervisory Board to adjust the payment of the STI, if a lack of adjustment would produce an unfair or unintended result as a consequence of extraordinary circumstances during the period in which the performance criteria have been, or should have been, achieved. However, based on earlier shareholder feedback, the Supervisory Board determined that upward adjustments will not be considered.

A claw-back provision is included in the service contracts, enabling the Company to recover the Value Creation Stake, STI and/or LTI (as granted under RP 2015) on account of incorrect financial data.

The Supervisory Board will determine the appropriate severance payment for Management Board members in accordance with the relevant service contracts and Corporate Governance Code. The Corporate Governance Code provides that the severance payment will not exceed a sum equivalent to one times annual base salary. This also applies in a situation of a change in control.

SBM Offshore does not grant loans, advances or guarantees to its Management Board members.

2.3.2 2024 Management Board Remuneration

The Supervisory Board is responsible for ensuring that the remuneration policy is appropriately applied and aligned with the Company’s objectives. The remuneration level is determined by the Supervisory Board using a comparison with Dutch and international peer companies, as well as internal pay ratios across the Company.

In order to determine a competitive base salary level and to monitor total remuneration levels of the Management Board, a reference group of relevant companies in the industry (the ‘Reference Group‘) has been defined. Pay levels of the Management Board members are bench-marked to the Reference Group. In the event a position cannot be bench-marked within the Reference Group, the Supervisory Board may benchmark a position to similar companies. In 2024, in preparation of the Management Board Remuneration Policy being tabled at the 2025 AGM, a benchmark was done and the Reference Group was updated as follows:

The pay ratio shows the developments in the annual total remuneration of the CEO compared to employees over the period. The graph below shows the pay ratio of the CEO versus the median of all other employees. This pay ratio is calculated by dividing the total actual CEO remuneration as disclosed in the remuneration report to the median annual compensation of all other employees, whereby for all other employees the applicable remuneration policy of SBM Offshore is applied. In addition, the pay ratio of the CEO versus the average of all other employees is presented. This pay ratio is calculated as the total annualized accounting costs of remuneration for the CEO expressed as a multiple of the average overall employee benefit and contractor expenses for a given year (excluding employees working for non-consolidated JVs and associates). The average total employee and contractor costs per FTE in 2024 was EUR148 thousand. In both pay ratio calculations, the internal pay ratio decreased compared to 2023 due to the CEO change and the associated remuneration.

The table below provides insight into the costs for SBM Offshore for Management Board reward in 2024 (based on RP 2022) and presents an overview of the remuneration of the Management Board members who were in office during 2024.

Remuneration of the Management Board

1. STI based on accrual accounting, taking into consideration that this reflects the STI to be paid over the performance of that year.
2. COO and Management Board member until April 12, 2024. CEO and Management Board member from that date.
3. Including unwinding of rights as employee prior to the Management Board nomination.
4. Vesting of former LTI cycle of EUR1.1 mln (former RP 2015).
5. CEO and Management Board member until April 12, 2024.
6. Vesting of former LTI cycle of EUR2.1 mln (former RP 2015).

The 2024 and 2023 base salary levels of the Management Board members are shown in the table above: Remuneration of the Management Board.

As per April 12, 2024, and in view of his appointment as CEO, the base salary of Øivind Tangen was increased to EUR775,000. Also following a benchmark, the Supervisory Board decided to increase the base salary of Douglas Wood to EUR600,000 as per the same date.

RP 2022 indicates that the STI performance areas are Profitability, Growth and Sustainability.

The Supervisory Board set the financial, non-financial and sustainability metrics and the detailed targets (reflected as threshold, target and max) for each of these performance areas at the beginning of the financial year. For each of these targets, a scenario analysis takes place to ensure that the targets are suitable, supportive to the strategy and challenging. When conducting scenario analyses and establishing the metrics and detailed targets, the Supervisory Board identifies critical variables and factors that could impact the Company’s performance in the relevant performance areas and could influence pay outcomes. Additionally, regular updates are given on the forecasted target realization throughout the year. These updates are also taken into consideration in the scenario analyses when establishing the targets and detailed metrics at the beginning of the following year.

The following two tables show an overview of the 2024 target realization and the related 2024 STI for the individual Management Board members.

1. Underlying EBITDA reflects the following adjustments: i) impact of the sale of FPSOs Liza Destiny and Prosperity in 2024.
2. The Project Execution performance was assessed qualitatively in terms of backlog delivery and analysis of past project performance and definition of lessons learned which were implemented, if applicable, for the set-up of future projects.
3. Energy Transition: progress on near zero FPSO development.
4. Employee Engagement has been evaluated in terms of percentage of engagement and satisfaction in engagement survey.

2024 STI Performance

1. CEO since April 12, 2024.
2. Weighted full year base salary.
3. Weighted with 94.5% COO and 126.0% CEO.
4. Weighted base salary until April 12, 2024.

The Supervisory Board decided to grant the Value Creation Stake for 2024 to the Management Board members in accordance with RP 2022. The underpin test as explained in section 2.3.1 was applied to this grant. As per RP 2022, the granted Value Creation Stake vests immediately. The gross annual value for each of the Management Board members is 175% of base salary. The number of shares was based on the four-year average share price (volume weighted) at the date of the respective grant. The cost of the granted Value Creation Stake is included in the table at the beginning of this section 2.3.2. The number of shares vested under the Value Creation Stake can be found in section 2.3.3 of this remuneration report under Conditions of and information regarding share plans.

The following table contains an overview of shares held in SBM Offshore N.V. by members of the Management Board at December 31, 2024.

Shares held by members of the Management Board

1. COO until April 12, 2024, CEO from that date.
2. CEO until April 12, 2024.

All Management Board members met the share ownership requirement, which is set at an equivalent of 350% of their base salary. Section 2.3.3 contains more information about the (historical) share plans for the Management Board.

Management Board members received a pension allowance equal to 25% of their base salary. In case these payments are not made to a qualifying pension fund, Management Board members are individually responsible for the contribution received and SBM Offshore withholds wage tax on these amounts. For Bruno Chabas, two pension arrangements (defined contribution) were in place and its costs are included in the table at the beginning of this section 2.3.2.

The Management Board members are entitled to additional benefits, such as a company car allowance, medical and life insurance and (dependent on the personal situation of the Management Board member) a housing allowance and school fees. The value of these elements is included in the table in section 2.3.2 under item Other Benefits.

2.3.3 Other Remuneration Information

This section provides further information to increase transparency and accountability for the execution of RP 2022 and aim to allow shareholders, potential investors and other stakeholders to better assess Management Board remuneration.

The following table includes further details regarding the various (historical) share plans, including the changes throughout 2024.

Conditions of and information regarding share plans

1. Opening balance consists of both shares held and unvested grants for conditional plans at assumed maximum target.
2. Closing balance consists of the full grant and vesting of the relevant plan, including any sell-to-cover performed to compensate a wage tax impact.
3. Converted at the share price at the date of grant.
4. Converted at the share price at the date of vesting.
5. Pro-rata VCS following appointment to Management Board per April 6, 2022.
6. Additional Value Creation Stake granted due to salary increase.
7. Includes additional Value Creation Stake granted due to salary increase.

In the table below, information on the annual change of remuneration of each individual Management Board member is set out over the five most recent financial years. In addition, the performance of the Company (measured in Directional Underlying EBITDA and TRIFR) is displayed as well as the average remuneration on a full-time equivalent basis of employees of the Company (calculated in the same manner as the internal pay ratio in this section).

Comparative table on the change of remuneration and Company performance over the last five reported financial years

1. Annual change in percentage is calculated comparative to the amount of the current year.
2. 2018 – 2020 impacted by transition from RP15 (delayed LTI vesting) to RP18 (immediate VCS vesting and a holding period).
3. COO and Management Board member until April 12, 2024. CEO and Management Board member from that date.
4. CEO and Management Board member until April 12, 2024.
5. Underlying EBITDA reflects the following adjustments: i. impact of the sale of Liza Destiny earlier than planned; ii. implementation costs of an optimization plan related to the Company's support functions; and iii. impact of the delay in commencement of a charter by a client notwithstanding the on-target delivery of the vessel by the Company.
6. Underlying EBITDA restated for: DNY/PTY sale in 2024.
7. Total recordable injury frequency rate trends are positive when downwards.
8. The average employee expenses of the company are based on the IFRS expenses including share based payments. The average employee expenses are influenced by both the composition of the population both in function as well as geographical location and the related foreign currency impacts. This calculation has a different basis than the pay-ratio calculation in accordance with the Dutch corporate governance code.

2.3.4 Supervisory Board Remuneration Policy

As required by Dutch law, the Supervisory Board Remuneration Policy was tabled for adoption at the 2024 AGM and became effective April 12, 2024 after being adopted by shareholders with over 97% of the votes on the same date. The full version of this policy is available on SBM Offshore’s website (who-we-are/Corporate Governance).

The Supervisory Board Remuneration Policy encourages a culture of long-term value creation and a focus on the long-term sustainability of the Company. There are no performance targets for the Supervisory Board and the remuneration of the members is not dependent on the results of the Company. This allows an unmitigated focus on long-term value creation for all stakeholders.

The Company's strategy revolves around excellence in the execution of ocean infrastructure while reducing costs and emissions of oil and gas production and, in parallel, developing new sustainable technologies to enter and expand as part of the energy transition and with unwavering commitment to health, safety, and protection of the environment. The Supervisory Board remuneration policy should be competitive and in line with global peer companies that may compete with SBM Offshore for business opportunities and/or talent. The remuneration should enable retaining and recruiting Supervisory Board members with the right balance of experience and competencies while observing the Supervisory Board Profile and Diversity and Inclusion Policy, to oversee the execution of the strategy and the performance of the Company. The remuneration intends to promote an adequate performance of their role.

Considering the nature of the role and responsibility of the Supervisory Board, the pay and employment conditions of employees are not taken into account when formulating the remuneration policy.

The fee level and structure for the Supervisory Board remuneration is currently as follows:

All fees above are on an annual basis and are not dependent on the number of meetings. Supervisory Board members also receive an annual amount of EUR500 for expenses, and a lump sum of EUR5,000 per meeting when intercontinental travel is involved. No share-based remuneration is granted to the members of the Supervisory Board.

Supervisory Board members do not receive a pension allowance.

Members of the Supervisory Board are appointed by the General Meeting for a maximum term of four years. Re-appointment can take place as per the law, articles of association and the Supervisory Board rules of the Company. The term of the Supervisory Board members terminates at the end of their term, in case of resignation or dismissal by the General Meeting.

SBM Offshore does not provide loans, advances or guarantees to the members of the Supervisory Board.

2.3.5 2024 Supervisory Board Remuneration

In accordance with the Supervisory Board Remuneration Policy, the remuneration paid out to the Supervisory Board in 2024 is as per below. Supervisory Board members do not receive variable remuneration.

Remuneration of the Supervisory Board by member in thousands of EUR

1. Other benefits items for the supervisory board consist mainly of the lump sum for intercontinental travel at EUR5,000 each and a yearly expense allowance of EUR500.
2. As per April 13, 2023.
3. As per April 12, 2024.
4. Until April 12, 2024.
5. Until April 13, 2023.

In the table below, information on the annual change of remuneration of each individual Supervisory Board member is set out over the five most recent financial years.

Comparative table on the change of remuneration over the last five reported financial years in thousands of EUR

1. Annual change in percentage is calculated comparative to the amount of the current year.

None of the Supervisory Board members receives remuneration that is dependent on the financial performance of the Company, as per best practice 3.3. of the Corporate Governance Code.

SBM Offshore does not provide loans, advances or guarantees to the members of the Supervisory Board.

2.3.6 Outlook for 2025

The Supervisory Board is proud of the performance of the Company over 2024. This Remuneration Report gives insight on how the Management Board’s performance over 2024 has been rewarded. Based on benchmarks that were recently performed, no changes to the base salary of the Management Board and the Supervisory Board remuneration in 2025 are anticipated.

We are looking forward to engage with shareholders on the 2024 Remuneration Report and RP 2026 at the 2025 AGM.

2.4 Shareholder Information

SBM Offshore has been listed on Euronext Amsterdam since 1965. The market capitalization as at year-end 2024 was US$3.11 billion. The majority of the Company’s shareholders are institutional long-term investors.

SBM Offshore publishes audited full-year earnings results and unaudited half-year earnings results, which include financials, within sixty days of the close of the reporting period. For the first and third quarters, SBM Offshore publishes a trading update, which includes important company news and financial highlights. The Company conducts a conference call and webcast for all earnings releases and a conference call only for all trading updates during which the Management Board presents the results and answers questions. All earnings-related information, including press releases, presentations and conference call details are available on the SBM Offshore website. Please see the Financial Calendar at the end of this section for the timing of publication of financial disclosures for the remainder of 2025. The Company reports a ’Directional’ income statement, balance sheet and cash flow statement. Directional reporting aims to increase transparency in relation to SBM Offshore’s cash flow generating capacity and to facilitate investor and analyst review and financial modeling. Furthermore, it also reflects how Management monitors and assesses financial performance of the Company. Directional reporting is included in the audited Consolidated Financial Statements in section 4.3.2.

The Company’s shareholder returns policy is to maintain a stable annual cash return to shareholders which grows over time, with flexibility for the Company to make such cash return in the form of a cash dividend and the repurchase of shares. Determination of the annual cash return is based on the Company’s assessment of its underlying cash flow position. The Company prioritizes a stable cash distribution to shareholders and funding of growth projects, with the option to apply surplus capital towards incremental cash returns to shareholders.

As a result, following review of its cash flow position and forecast, the Company intends to pay US$1.59 per share through a proposed US$155 million dividend¹ (EUR150 million equivalent or US$0.88 per share²) and US$150 million (EUR141 million equivalent) share repurchase program³. This represents an increase of 30% compared with 2024. The objective of the share buyback program would be to reduce share capital and provide shares for regular management and employee share programs (maximum US$25 million). Shares repurchased as part of the cash return will be cancelled.

The share repurchase program will be launched after the current share repurchase program has ended. The dividend will be proposed at the Annual General Meeting on April 9, 2025.

Share price development in 2024 (in EUR)

As at December 31, 2024, the following investors holding ordinary shares had notified an interest of 3% or more of the Company’s issued share capital to the Autoriteit Financiële Markten (AFM) (only notifications after July 1, 2013 are included):

The Company maintains open and active engagement with its shareholders and aims to provide information to the market which is consistent, accurate and timely. Information is provided among other means through press releases, presentations, conference calls, investor conferences, meetings with investors and research analysts and the Company website. The website provides a constantly updated source of information about SBM Offshore’s core activities and latest developments. Press releases, presentations and information on shareholder communication can be found there under the Investors section.

1. Equivalent of EUR150 million based on the EUR/US$ exchange rate on February 11, 2025. Dividends will be paid in euro provided that the minimum euro dividend shall amount to EUR150 million.
2. Based on the number of shares outstanding at December 31, 2024. Dividend amount per share depends on number of shares entitled to dividend.
3. Including maximum US$25 million for management and employee share plans.

2.5 Risk and Compliance

The Management Board is responsible for:

• determining the Company’s risk profile and policy, which are designed to achieve the Company’s objectives, to assess and manage the Company’s risks and to ensure that sound internal risk management and control systems are in place, and

• ensuring that the entire SBM Offshore organization operates within its clearly defined Compliance Program.

The Management Board monitors the operation of the Compliance Program and the internal risk management and control systems and performs an annual systematic assessment of their design and effectiveness. The results are discussed with the Supervisory Board. This monitoring covers all material control measures relating to strategic, operational, financial, compliance and reporting risks. Among other considerations, attention is given to observed weaknesses, instances of misconduct and irregularities and indications from whistle blowers.

The Group General Counsel and Chief Compliance Officer has managerial responsibility for compliance, insurance and legal matters. The Compliance Function, headed by the Group Compliance Manager, has a leadership role in proactively advising the Management Board and Management on acting with integrity and in a compliant manner, both from a strategic and an operational perspective.

The Compliance Function comprises a globally diverse team of experienced compliance professionals located within the Company’s most prominent locations worldwide. Business leadership has accountability and responsibility to manage compliance and integrity risks within their fields of management control.

2.5.1 Design and Operation of the risk management and internal control environment

Group Risk and Control empowers the business to identify and manage risks and opportunities effectively, ensuring alignment with the Company’s Risk Appetite (see section 1.4.1) in order for the Company to achieve its strategic goals and objectives. The Risk Assurance Committee (RAC) brings together the heads of assurance functions and reviews the significant risks faced by the Company and its relevant control measures. It also oversees the integrated risk management approach.

2.5.2 Compliance Program

SBM Offshore aims to enable its employees and business partners to make the right decisions, with commitment to integrity at all levels. In recognition of this commitment, the Company has implemented a comprehensive Compliance Program applicable to the SBM Offshore group.

SBM Offshore’s Compliance Program aims to promote an ethical culture throughout SBM Offshore and guides the Company’s Management, employees and contractors in making value-led decisions, as well as strengthening the management control system to prevent, detect and respond to compliance risks and potential violations of the Code of Conduct, laws and other wrongdoing. The leaders of SBM Offshore are responsible for ensuring that the Company fulfills this commitment. They provide direction to employees and contractors to make decisions in line with SBM Offshore’s Core Values and Code of Conduct and foster and encourage a safe space to speak up. To support leaders in this role, the Compliance function provides guidance and offers various training and communication tools such as newsletters and tailored e-Learning.

Key elements of the Compliance Program:

• Involvement of the Management Board and the Supervisory Board in compliance matters.

• Oversight and autonomy of the Global Compliance Manager and adequate, qualified resources in the department.

• Code of Conduct, compliance policies and procedures (incl. Anti-Bribery and Corruption Policy that is, among others, consistent with the UN Convention against corruption and Anti-Money Laundering Policy which implements the European Union Directive 2015/849 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, as well as Foreign Corrupt Practices Act (FCPA) commitments and global anti-money laundering legislation).

• Regular communication, training and continued guidance and advice.

• Regular monitoring of compliance risks, mitigating measures and incident and action reporting.

• A structured third-party management process, including an internal Validation Committee, which reviews the due diligence outcome on high-risk third parties prior to engagement.

• Independent verification (e.g. compliance audits).

• Compliance-related internal financial controls, following ICOFR principles.

• Engagement with third parties who share the same principles of conduct, communicated prior to any contractual engagement.

• Confidential reporting procedures, including a Speak Up Line and internal investigations according to EU Whistleblowing Directive

• Annual compliance statements for designated staff to monitor adherence to the Code of Conduct and Policies.

• Business conduct-related questions part of the annual employee engagement survey.

SBM Offshore’s reporting channels and Speak Up Line enable leadership to carefully listen to employees and partners in the value chain about their compliance concerns related to Code of Conduct, Workplace Civility (WPC) and internal policies as well as laws and regulations. In particular, all actual or suspected misconduct that may be related to SBM Offshore, whether involving SBM Offshore employees or third parties working for or on behalf of SBM Offshore, can and should be reported. SBM Offshore is committed to investigating these concerns promptly, independently and objectively. SBM Offshore’s focus is on the prevention of misconduct and to protect the rights of the reporting person. SBM Offshore does not tolerate any form of retaliation against the reporting person. SBM Offshore takes claims of retaliation very seriously and deals with them directly

• The Speak Up Line is managed by an independent third party, available 24 hours a day, allowing for anonymous and confidential reporting for both internal and external stakeholders.

• Once a report is made through the Speak Up Line, the steps described in the figure are taken.

• SBM Offshore’s Integrity Committee oversees the handling of Speak Up reports.

• The reporting person receives a confirmation of the report within seven days and a feedback within a reasonable time frame, usually not exceeding three months after receiving the report, except in cases where the nature or complexity of the report requires a longer process.

• The latest version of the Speak Up Policy was drafted in 2021, in line with the requirements set in the EU Whistleblowing Directive, and is available on SBM Offshore’s website.

• The new Speak Up Policy, along with a new Speak Up Investigation Framework, will be published in 2025.

2.6 Company Tax Policy

SBM Offshore’s tax policy is summarized as follows:

• The Company aims to be a good corporate citizen in the countries where it operates, by complying with the law and by contributing to countries’ progress and prosperity through employment, training and development, local spending and through payment of the various taxes it is subject to, including wage tax, personal income tax, withholding tax, sales tax and other state and national taxes, as appropriate.

• The Company aims to be tax-efficient in order to be cost-competitive, while fully complying with local and international tax laws.

• The Company operates in a global context, with competitors, clients, suppliers and a workforce based around the world. A typical FPSO Engineering, Procurement and Construction (’EPC’) project sees a hull construction or conversion in Asia, topsides construction in Asia or South America, engineering in Europe or Asia and large-scale procurement from dozens of companies in many countries across the globe. Depending on the particulars of the client contract, the EPC phase may be followed by a lease-and-operate phase involving the country of operations but also support centers of the Company located around the world. In each of these countries, the Company complies with local regulations and pays direct and indirect taxes on local value-added, labor and profits and in some cases pays a revenue-based tax. To coordinate the international nature of its operations and its value flows and to consolidate its global maritime and EPC activities, in 1969 the Company created Single Buoy Moorings Inc, followed in 1986 by SBM Production Contractors Inc. S.A., which continue to perform their functions today from their offices in Marly, Switzerland.

The Company:

• Complies with the OECD transfer-pricing guidelines.

• Supports the OECD’s commitment to enhance tax transparency and is committed to full compliance with applicable laws in countries where it operates. Consistent with this approach, the Company supports the initiatives on base erosion and profit shifting, including, but not limited to, Anti Tax Avoidance Directive 2 (ATAD 2), as well as the Directive implementing the minimum taxation (OECD Pillar Two) at EU level. The Company is required to file detailed reports and transfer-pricing documentation in accordance with Base Erosion and Profit Shifting’s (BEPS) action 13, as is now implemented in Dutch tax law. The disclosures contained in the country-by-country reporting (‘CbCR‘) have been prepared to meet the OECD requirements and have been filed with the Dutch tax authorities for the year 2023.

• Makes use of the availability of international tax treaties to avoid double taxation.

• Does not use intellectual property as a means to shift profits, nor does it use digital sales. Furthermore, the Company does not apply aggressive intra-company financing structures such as hybrids. In 2024, the Company reported a current corporate income tax charge of US$140 million under IFRS (compared to US$130 million in 2023).

• Endorsed the B Team Responsible Tax Principles in August 2021, the VNO-NCW Tax Governance Code in 2023, and published the SBM Offshore Approach to Tax on its website. This explains the key principles applied to tax matters and the associated governance as well as describing the Company’s global tax footprint.

• Regarding the OECD initiative to address the Tax Challenges Arising from the Digitalization of the Economy and its two-pillar solution aiming to reform the international tax system, the Company acknowledges that the implementation of Pillar Two may have some impacts on its income tax charge. However the final assessment on Pillar Two legislation will be known only when final legislation, including all administrative guidance, will be enacted in the domestic law of the relevant jurisdictions. The OECD has released additional guidance but further discussions and consultations are taking place and will continue in 2025. SBM Offshore will continue to assess the impact of Pillar Two legislation accordingly.

2.7 Operational Governance

Operational Governance of the Company is managed through:

• GEMS, as introduced in section 2.7.1.

• GTS, as introduced in section 2.7.2.

A detailed certification and classification table is provided in section 3.8.4, mapping compliance of SBM Offshore entities and sites with international certification standards and codes.

2.7.1 Global Enterprise Management System

The Management System is one of the key enablers for the Company to perform its business activities in a consistent, reliable and sustainable manner, meeting client expectations, adapting to new challenges and continuously improving ways of working.

The Management System of SBM Offshore is called the Global Enterprise Management System (GEMS) and is based on several international standards and other good practices. GEMS is the core of a broader ecosystem, including software solutions (e.g. LUCY, SBM Offshore’s Human Capital Management System) and other elements such as SharePoint microsites and Group Technical Standards (GTS) as introduced in section 2.7.2. The Group’s Vision, Values (section 1.3.2) and Policies are embedded in GEMS to support the correct governance of SBM Offshore’s organization and business activities. These form the foundation processes that are consistently applied throughout all offices and fleet operations (in-country offices and vessels).

GEMS is structured around three main process domains: executive processes, core processes and support processes. The core processes have been modelled to show where the company generates value from its activities. GEMS is represented as shown in the illustration. GEMS gives clear and formal ownership of end-to-end processes and clear identification of key controls. It provides a cohesive framework for quality and regulatory compliance, health and safety, security of personnel and assets, protection of the environment, as well as risk and opportunity management throughout the product lifecycle, ensuring the Company’s sustainability. GEMS can be accessed in its entirety via the Company's intranet, which ensures easy access to all employees.

2.7.2 Group Technical Standards

A key driver for the cost of new projects is the technical standards to be applied in addition to the local regulatory requirements. Typically, these standards fall into three categories – customer standards, contractor standards or a hybrid set of customized standards. In the current climate of severe cost-pressure, there is a logical push in the industry towards wider acceptance of contractor standards. By leveraging its expertise – notably through its Fast4Ward^® program – SBM Offshore can minimize project customization and efficiently deliver more standard products, with significant cost and schedule savings.

To support this approach, the Company has, over the years, established its own Group Technical Standards (GTS) by integrating key elements of its accumulated project execution and fleet operational experience. The GTS consist of a set of minimum technical requirements applicable to Company products provided to customers on a Lease and Operate or Sale and Operate basis. They ensure a consistent design approach, optimized from a lifecycle-cost perspective and integrating the Company’s policies and standards with respect to personnel safety, environmental protection and asset integrity. Additionally, all GTS documents are formally reviewed and approved by Classification Societies acting as independent third parties.

To date, the Company has executed over 26 major projects using its GTS as the basis of design since they were established in 2003.GTS are now digital and available through a Requirement Management Software since Q1 2022, providing new features for GTS users and the team in charge of GTS development. The main benefits are time-saving, enhanced search and filtering functionalities, data re-use capacity, improved overall quality and multi-support availability.

The GTS are maintained by a team of internal technical authorities and experts covering all key technical aspects of Company products, providing assurance over GTS application during project execution and integrating operational feedback as part of GTS continuous improvement.

In 2024 SBM Offshore started improving the quality of the GTS’ requirements using Artificial Intelligence and will continue in 2025, benefits being clearer requirements that are easier to implement for project teams and vendors.

2.8 In Control Statement

The Management Board is responsible for establishing and maintaining adequate internal risk management and control systems. The implementation of the internal risk management and control framework at SBM Offshore focuses on managing strategic, financial, compliance and operational risks, as described in section 2.5.1 of the Management Report. As a key part of its scope, the Risk Management function is responsible for the design and monitoring of, and reporting on, the internal control framework.

During 2024, various aspects of risk management were discussed by the Management Board, including the consolidated quarterly Risk Report, Risk Appetite Statement review and the result of the yearly testing Internal Control Over Financial Reporting (ICOFR) campaign. The responsibilities concerning risk management, as well as the lines of defense, were also discussed with the senior management of the Company. There were no major failings in the internal risk management and control systems observed over the period. In addition, the result of the yearly ICOFR testing campaign was reviewed by the Audit Committee and Supervisory Board. This testing campaign did not highlight any major control deficiency and concluded with a consistent level of conformity rate around the organization.

SBM Offshore prepared the In Control Statement 2024 in accordance with the best practice provision 1.4.3 of the Dutch Corporate Governance Code. With due consideration to the above, the Company believes that:

• The Management Report provides sufficient insights into the Company’s internal risk management and control systems.

• Its internal risk management and control systems provide reasonable assurance that the financial reporting over 2024 does not contain any errors of material importance.

• Based on the current state of affairs, the Management Board states that it is justified that the financial reporting over 2024 is prepared on a going concern basis; and

• The material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of 12 months after the preparation of the report have been included in the Management Report.

However, the Company cannot provide certainty that its business and financial strategic objectives will be realized or that its approach to internal control over financial reporting can prevent or detect all misstatements, errors, fraud or violation of law or regulations. Financial reporting over 2024 was based upon the best operational information available throughout the year and the Company makes a conscious effort at all times to weigh the potential impact of risk and the cost of control in a balanced manner.

With reference to section 5.25c paragraph 2, sub c of the Financial Markets Supervision Act (Wet op het financieel toezicht), the Management Board states that, to the best of its knowledge:

• The financial statements for 2024 give a true and fair view of the assets, liabilities, financial position and profit or loss of SBM Offshore and its consolidated companies.

• The Management Report gives a true and fair view of the position as per December 31, 2024 and that of SBM Offshore’s and its affiliated companies development during 2024. Furthermore, the Management Report includes a description of the principal risks facing SBM Offshore.

Schiphol, the Netherlands

February 19, 2025

Øivind Tangen, CEO

Douglas Wood, CFO

3 Sustainability Statement

In line with the EU Corporate Sustainability Reporting Directive (CSRD), SBM Offshore is committed to comply with European Sustainability Reporting Standards (ESRS) requirements.

This section explains how SBM Offshore has managed potential and actual impacts, along with risks and opportunities related to environmental, social and governance matters, focusing on the ESG Material Topics defined through a Double Materiality Assessment (DMA).

In 2023, SBM Offshore conducted the DMA in accordance with CSRD and ESRS requirements. This assessment focused on identifying and evaluating material impacts, risks and opportunities, laying the foundation for an enhanced sustainability statement.

Since then, SBM Offshore has reviewed and realigned the structure and narrative of the annual report to facilitate compliance with CSRD and ESRS requirements and give a clearer description of business activities and how strategic priorities are aligned with the defined ambitions and targets.

With a better defined reporting framework, SBM Offshore is focusing on refining data disclosures, which involves optimizing processes to collect, manage and validate the information, to ensure data accuracy and compliance. This included carrying out gap assessments to guide CSRD and ESRS implementation, and concentrating on areas such as governance, strategy alignment and the integration of SBM Offshore’s business model with identified material impacts, risks and opportunities. As a result, SBM Offshore is also reviewing and enhancing policies, actions, metrics and targets.

SBM Offshore will focus on continuously improving ESG data management and internal controls to enhance data quality, performance management and reporting. Concurrently, SBM Offshore will monitor the upcoming sector-specific standards and prepare for XBRL tagging requirements to ensure readiness and compliance.

3.1 General information

This sustainability statement was prepared on a consolidated basis for SBM Offshore N.V. and its subsidiaries and aligns with the consolidated financial statements scope, covering information from January 1 to December 31, 2024.

The report aims to provide relevant information based on the outcomes of due diligence processes and the Double Materiality Assessment. To enable understanding of SBM Offshore’s material impacts, risks and opportunities and produce a set of data that meets the qualitative characteristics¹ required by ESRS, this sustainability statement is divided per material topic in different topical sections, 3.4 to 3.8, and a final section, 3.9, along with the methodologies and boundaries adopted. Where relevant, the sections include material information related to upstream and downstream value chain actors (e.g. clients and suppliers in the emissions section, and suppliers and yards in the human rights section), disclosing at which level within SBM Offshore’s value chain and own operations the material topic arises, as well as the related policies, actions and targets.

Voluntarily, SBM Offshore started the CSRD/ESRS implementation at the beginning of 2023. The implementation and compliance process continued in 2024, but now with a more mature approach. SBM Offshore’s sustainability statement focuses on the affected stakeholders¹ and the users of sustainability statements² and was prepared in accordance with ESRS' cross-cutting standards and topical standards (according to material topics). At the time of publishing this Annual Report, there is no approved ESRS sector standard. Where relevant, other international reporting sector standards or frameworks have been used (e.g. IPIECA, IOGP, SASB, GRI), alongside a reference to clarify the guidance applied.

Instead of the five-year period mentioned generically by ESRS, as permitted, SBM Offshore has adopted intervals of 1 year, 1 to 6 years and more than 6 years, for short-, medium- and long-term respectively, in order to align with the existing processes of identification and management of material impacts, risks and opportunities.

This sustainability statement includes the disclosure of emissions across the value chain in section 3.4.2 – scope 3 GHG emissions. Among the fifteen different categories of scope 3 GHG emissions defined by GHG Protocol, three are the most relevant and significant to SBM Offshore: Category 13 – Downstream Leased Assets, which covers more than 95% of the total; Category 1 – Purchased Goods and Services and Category 6 – Business Travel.

The Downstream Leased Assets category involves GHG emissions from assets under lease contracts. As a service provider, SBM Offshore collects primary data and reports emissions on behalf of the clients, ensuring accuracy and transparency in the most significant part of the emissions data from the value chain.

SBM Offshore has been reviewing the scope 3 GHG emission categories and aims to keep improving the value chain emissions accounting and reporting in the coming years, in order to explore significant opportunities for improvement and to support strategies to partner with suppliers and clients to address climate impacts throughout the value chain.

To support transparency and enable comparability, SBM Offshore employs well-recognized emission factors and industry-average data sets. Further details on the GHG emissions boundaries and methodology is included in the Boundaries section 3.9.

In addition to references made throughout the Annual Report to different topics and chapters, the complete ’incorporation by reference’ table, specifying ESRS data points disclosed outside the sustainability statement, can be found in in the ESG content index, section 3.10.

The overall ESRS governance information is incorporated into chapter 2 with the below reference.

The Management Board remuneration policy includes a short-term incentive based on key performance indicators. One of the performance areas is sustainability performance. For each of the performance measures, the Supervisory Board, upon the recommendation of the Appointment and Remuneration Committee, determines the target achievement. There are no performance targets for the Supervisory Board, which allows for an unmitigated focus on long-term value creation. For a further description of the key elements of the Management Board remuneration policy, the integration of sustainability-related performance therein and the proportion of variable remuneration dependent on sustainability related targets, see sections 2.3.1, 2.3.2 and 2.3.4.

1. ESRS requires fundamental and enhancing qualitative characteristics of information: relevance and faithful representation; and, comparability, verifiability and understandability, respectively.
2. Individuals or groups whose interests are affected or could be affected, positively or negatively, by SBM Offshore’s activities and direct and indirect business relationships across value chain.
3. Primary users of general-purpose financial reporting and other users of sustainability statements.

3.2 Stakeholder Engagement

Following its stakeholder engagement policy, SBM Offshore actively engages with stakeholders in dialogues on daily activities to enhance its performance and business management. One of SBM Offshore’s core values is collaboration (see section 1.3.2) within the business and externally, enabling value-sharing across the value chain. SBM Offshore is motivated to increase the opportunities to develop an inclusive approach, with open interactions to gather the stakeholders' insights in different ways. Employees, clients, suppliers, shareholders, lenders (banks), regulators, class society organizations, yards, partners, local communities, civil society organization and non-governmental organizations (NGOs) are recognized as the main stakeholders.

These engagements help SBM Offshore to identify, evaluate and manage value-chain impacts, risks and opportunities, guiding integrated and collaborative plans and effective actions, including those created based on the outcomes of due diligence and assessments, including environmental and social assessments conducted directly by SBM Offshore or third parties. Continuous communication and stakeholder engagement create robust knowledge about SBM Offshore’s business and value chain, which is the backbone of the Double Materiality Assessment (DMA). The outcome of the stakeholder requirement is further disclosed in section 3.3.

Example of engagements and regular communications

3.3 Double Materiality Assessment

Over the years, SBM Offshore has matured the performance management, data control, target setting and reporting – most notably from 2014 – using Global Reporting Initiative (GRI) as the main framework, which integrates business and ESG topics in one materiality assessment.

A materiality assessment defines the topics that can reasonably be considered important for reflecting SBM Offshore’s economic, environmental, governance, social impacts, risks and opportunities and influencing the decisions of stakeholders. For SBM Offshore, it is critical to understand the business context and its stakeholders’ interests.

Every four years, SBM Offshore renews the materiality assessment. In the intervening years, updates are conducted to maintain the understanding of the surrounding context, including relevant changes in economic, environmental and social impacts.

The Management Board members are consulted and validate the materiality assessment outcomes, using them as an input for SBM Offshore’s strategy and performance management.

In 2023, in anticipation of the CSRD and ESRS enforceability, SBM Offshore voluntarily conducted the materiality assessment process in accordance with the requirement of double materiality principle, identifying and assessing material impacts, risks and opportunities related to SBM Offshore’s own operation and upstream and downstream value chain. The double materiality process was validated by external experts in 2023 (for more details on the DMA process, see box below or SBM Offshore’s Annual Report 2023 section 5.1).

As a result, impact and financial materiality assessments were performed, including impacts, risks and opportunities related to SBM Offshore’s upstream and downstream value chain and own operations.

According to ESRS, the sustainability information shall be presented: in a way that allows a distinction between information required by the standard and other information included in the report; and under a structure that facilitates access to and understanding of the sustainability statement, in a format that is human and machine-readable.

The 6 topics and related impacts, risks and opportunities, policies, actions and targets are disclosed in accordance with ESRS cross-cutting and topical standards, as follows:

• Environmental:

  • Emissions (ESRS E1 – Climate Change)

  • Decommissioning (ESRS 2 – Minimum Disclosure Requirements)

• Social:

  • Our People¹ (ESRS S1 – Own workforce)

  • Health, Safety and Security (ESRS 2 – Minimum Disclosure Requirements and ESRS S1-14 – Health and safety)

  • Human Rights (ESRS S2 – Workers in the value chain)

• Governance:

  • Ethics and Compliance (ESRS G1 – Business conduct)

As part of environmental topics considered in the DMA, SBM Offshore has assessed pollution (ESRS E2), water and marine resources (ESRS E3), biodiversity and ecosystems (ESRS E4) and resource use and circular economy (ESRS E5) related impacts, risks, and opportunities across its operations and value chain. SBM Offshore engages with key stakeholders, including clients, regulators, and local communities, primarily through project-specific Environmental Impact Assessments (EIAs). These engagements, including due diligence, climate risk assessment (transition and physical risks) and systemic risk (chronic) and other assessments outcomes, help SBM Offshore to identify, evaluate and manage the value-chain impacts, risks and opportunities. SBM Offshore’s activities are not located in or near protected or ecologically sensitive areas, such as the Natura 2000 network of protected areas, UNESCO World Heritage sites, Key Biodiversity Areas (‘KBAs’), as well as other protected areas (IUCN sites, wetlands listed under the RAMSAR Convention, Alliance for Zero Extinction sites).

Following the DMA, pollution; water and marine resources; biodiversity and ecosystems; and resource use and circular economy have been defined not to be standalone ESG material topics for SBM Offshore. As such, SBM Offshore does not provide separate disclosures on these topics under the ESRS framework.

SBM Offshore is confident that the reporting structure appropriately fosters a clearer understanding of the business, management approach and performance. The Management Board and Supervisory Board members were consulted on the new reporting structure and gave their validation.

A brief description of 2023 Double Materiality Assessment

1. To ensure a focused and relevant disclosure, a threshold was set based on quantitative criteria considering the ranking of the impact and financial materiality assessment. Topics that do not meet this threshold were not considered material and are therefore not subject to detailed reporting under the ESRS framework.

The material impacts, risks, and opportunities resulting from the above DMA are listed below.

A summary of the SBM OffshoreESG material topics and the related main policies, targets and metrics to monitor the effectiveness of the actions and achievement of the goals is provided below.

SBM Offshore is conscious of its responsibility to contribute to the transition and development of industry. While respecting roles, responsibilities and power of decision, SBM Offshore is highly committed to engaging with, and contributing to the energy transition, using its leverage – where appropriate and when possible – to influence and increase best practices.

For this reason, beyond the DMA process and its stakeholder engagement and outcomes, among others, the following engagements took place during the year¹:

1. The International Association of Oil and Gas Producers (IOGP)

   1. Co-chairing the Decommissioning Expert Group on Responsible Recycling (see more details in section 3.4.3).

   2. Participating in the Health Committee, which aims to develop evidence-based guidance and recommendations on a range of strategic health issues, including occupational, environmental and public health. It works towards a responsible and caring culture that enables people to perform to the best of their potential (see more details in section 3.5.2).

   3. Participating in the Process Safety Subcommittee, providing input on implementing Process Safety Fundamentals and Process Safety Indicators Guidelines, and chairing the Process Safety Barrier Definition Guideline (see more details in section 3.5.2).

   4. Participating in the Human Performance Subcommittee – Development of a report to guide the members on the implementation of Human Performance principles across the oil and gas industry (see more details in section 3.5.2).

   5. Participating in Fatalities and Permanent Impairment Injuries Subcommittee – Development of a database of events and lessons learned to be shared in the oil and gas companies’ community and adopted the standard (see more details in section 3.5.2).

   6. Providing input to IOGP guidelines for design and operation to minimize/avoid flaring sources and guidelines for venting minimization and vent recovery systems (see more details in section 3.4.2).

   7. Participating in the Joint Industry Program – Standardizing Procurement Specifications and Capital Facilities Information Handover Specification (see more details in section 3.4.2).

2. International Marine Contractors Association (IMCA)

   1. Member of the Environmental Sustainability Committee and chaired the Life Below Water Workgroup (see more details in section 3.7).

   2. Member of the HSS Committee, actively participating in meetings and HSSE standards development (see more details in section 3.5.2).

   3. Member of the Security Committee, developing guidance and booklets for the maritime industry. This committee works closely with the IMO (international Maritime Organization) and the OCIMF (Oil Companies International Maritime Forum) (see more details in section 3.5.2).

3. European Sustainability Reporting Standards

   1. Participation in the consultation process for the ESRS to drive the harmonization of various standards and regulations.

4. Ethics and Integrity

   1. Membership of Transparency International Netherlands (TI-NL), participated in study assessing whistleblowing frameworks in the private sector. This study aims to assess the impact of the new Dutch Act for Whistleblower Protection on private sector companies (see more details in section 3.6.1).

   2. Membership of the International Chamber of Commerce (ICC) Netherlands (see more details in section 3.6.1).

5. Technology Development

   1. Participating in the Floating Energy Research Forum and the Joint Industry Projects (JIP) for collaboration and technology development. The complete life cycle from concept development to operation, new research topics and challenges are discussed in an open setting (see more details in section 3.4.2).

In accordance with SBM Offshore’s Anti-Bribery and Corruption Policy, political contributions are not allowed. SBM Offshore does not participate in party political activity nor will it make contributions to political organizations or affiliated individuals of anything other than de minimis value.

For extra and complementary information about the main actions implemented and results, see the topical sections of these Sustainability Statements and the SBM Offshore website .

1. The former material topic Employee Wellbeing was renamed Our People in order to provide more clarity and alignment with the ESRS topical standard S1 - Own Workforce, but maintains the same definition and scope.
2. To avoid redundancy this information will not be repeated in each ESG material topic.

3.4 Environment

3.4.1 Climate Change Impact, Risk and Opportunity

Climate change risks and opportunities are identified and assessed against SBM Offshore’s strategy in the risk breakdown structure. When relevant, these risks are included in the detailed review and analysis carried out for all tenders, projects and FPSO (asset) fleet operations that are part of SBM Offshore’s portfolio. The Risk and Control Manager facilitates the process and report to the Risk Assurance Committee (RAC) for consolidation purposes.

The outcome of the review by the RAC results in heat-maps of risks, which are presented in a quarterly risk report. This covers proposals, projects and fleets risks, as well as Group Functions and Execution Centers, and includes actions and managing measures in place to mitigate the risks. The report provides an overview to the Management Board and Supervisory Board alongside the measurement of SBM Offshore’s Risk Appetite Statements and the latest risk profile.

Between 2019 and 2021, SBM Offshore ran workshops with business, risk management and sustainability experts to identify climate risks for its business, segmenting between operations, offices and yards, following the TCFD frameworks. In the years following, SBM Offshore expanded its financial impact analysis and disclosures, which have been updated during 2023. During 2024, SBM Offshore continued to use the TCFD framework and adopted further physical climate-related hazards from ESRS 2 (IRO-1).

The outcome of this assessment is used to future-proof the current strategy against physical and transitional climate change-related risks and opportunities. Identified risks and opportunities are embedded in SBM Offshore’s risk-management approach. Based on the 2024 assessment, SBM Offshore has identified no significant financial impact, despite that cannot yet quantify the exact financial amount related to physical risks, transition risks, and potential benefits. According to the scenario analysis, SBM Offshore's current business model and strategy remain strongly resilient and there are no significant financial impacts on the consolidated financial statements resulting from climate risks anticipated under the different climate scenarios. See more information on the financial climate-related impact analysis in the financial statements, section 4.3.27.

SBM Offshore assesses potential material, physical and transitional climate change risks and opportunities as part of the risk management approach explained above. Integrated into this assessment is a resilience analysis for SBM Offshore’s activities in yards (upstream value chain), offices (own operations), and offshore assets (own operations). A full list of these assets and their locations can be found in section 1.2.1.

The used time-horizons of short-term, mid-term and long-term (current year, up to 2030, and beyond 2030), were selected to best reflect the lifetime of SBM Offshore’s assets and sites of operation.

SBM Offshore additionally looks at multiple climate-change scenarios to assess its risk and transition path. The scenarios are based on the International Energy Agency (IEA) and the Intergovernmental Panel on Climate Change (IPCC) data. In order to consider material physical and transitional risks, the below scenarios were deemed relevant:

1. The RCP 8.5 scenario, a climate change scenario where climate mitigation actions are not taken and emissions continue to grow according to previous rates, i.e., a worst-case scenario.

2. The RCP 2.6 scenario, a climate action scenario providing for strong commitment towards targets, as per the Paris Agreement, i.e., the scenario consistent with a 1.5 degrees scenario.

These two scenarios were selected to understand and plan for the highest level of possible risk from material transitional and physical risks. RCP 8.5 captures the worst possible future climate conditions and thus the best look at upcoming physical risks. RCP 2.6, on the other hand, captures the best possible future climate conditions but the highest transition requirements. This scenario will lead to the highest possible transitional risks for SBM Offshore.

SBM Offshore recognizes that the physical climate risk assessment performed has limitations and assumptions attached. The assessment currently accounts for 28 climate hazards in accordance with ESRS E1. There are some additional hazards such as wind directionality, wave height and currents, all of which could pose future risks, especially to offshore assets. These hazards were left out of scope due to a lack of sufficient data, but it is planned to include them in future assessments. The assessment also has a limited inclusion of SBM Offshore’s supply chain, only assessing key upstream suppliers (yards), as disruption of these suppliers would cause the greatest risk.

For the physical climate risk assessment, all 28 of the climate hazards suggested in ESRS E1 were considered. 12 hazards were deemed material for onshore assets and 12 were deemed material for offshore assets, covering 19 of the 28 hazards. 13 of these were assessed using each asset’s geospatial coordinates and the IPCC’s CMIP6 database to obtain environmental conditions for all assets, in all three time-horizons, for both climate scenarios.

The remaining six hazards could not be assessed through the CMIP6 database and were instead assessed using available online tools and the results of academic studies. The results for these hazards also relied on the geospatial coordinates of each asset but it could not always achieve separate results for each time-horizon and climate scenario, with some relying on the current risk of hazards. Despite being deemed material, coastal erosion could not be assessed due to a lack of reliable data either in the CMIP6 database or in available online tools.

Of the 12 material hazards, four hazards were determined to pose some level of risk to offshore assets, including ocean acidification, saline intrusion, heat stress and cyclones. It was also determined that changes in wind patterns might pose a risk, but further investigation is necessary before a conclusion is possible regarding this hazard.

Both ocean acidification and saline intrusion (assessed as saline levels in seawater) have the potential to accelerate the corrosion process of submerged metal, such as hull and mooring systems. If accelerated enough, corroded metal would either need to be replaced or could shorten the expected operational lifetime of offshore assets. However, the current study was not able to identify the likelihood of this risk, only the possibility of the risk. Additional investigation into the identified future climate conditions is necessary to determine if this is a realistic or overly cautious risk.

The possibility of cyclones is an ongoing risk for offshore assets in areas where cyclones could happen. Future conditions within SBM Offshore’s time-horizons are only expected to marginally affect the intensity of cyclones. As such, offshore assets are not expected to face an increased level of risk, only the ongoing possibility of damage from cyclones.

Heat stress is the hazard identified with the largest levels of change. Heat stress can affect workers on offshore assets, potentially preventing necessary work outside of controlled conditions (where air conditioning is not possible). This is especially true for offshore assets in Angola, Equatorial Guinea, Malaysia and the United States, where the greatest level of change is expected. Work is currently being done on protective equipment that could mitigate the risk from heat stress.

Physical Risks Hazards Parameters

For onshore assets, it was determined that seven hazards would pose a risk. This includes heat stress, water stress, floods (river and coastal), landslides, wildfires and avalanches.

Heat stress is primarily expected to affect construction yards, as work in offices, shorebases and R&D labs occur in environments with ready access to air conditioning. Of the yards utilized by SBM Offshore, the yards in China and Singapore are expected to be affected at some level. If conditions become dangerous, heat stress might result in necessary shutdowns, delaying construction projects.

Water stress was assessed using available online tools, and the degree to which local infrastructure is likely to be affected is unknown. With the results available, water stress affects the majority of onshore assets, with the exception of those in the Netherlands, Brazil, Switzerland, Equatorial Guinea, the United States and Singapore. Typically, onshore assets have ready access to water, but additional water sources or ready access might need to be identified if conditions progress according to the risk levels projected.

Both the effects of river and coastal flooding were assessed for onshore assets, including the influence from sea level rise. As with water stress, it is unsure to what extent the available tools consider local defenses against river and coastal flooding. Half of the onshore assets in China, a few in Brazil, and one each in Angola and Guyana are at risk from the effects of flooding, according to the current predictions. Flooding could cause direct damage to assets or people, or otherwise result in shutdowns and maintenance, delaying construction projects and necessary onshore support to offshore assets.

Landslides, wildfires and avalanches have the highest level of uncertainty in their results. Available tools assess risk by determining if conditions will allow for the occurrence of these hazards. For example, if an area might be conducive to a wildfire, it will be marked as at risk, regardless of proximity to forest cover. In total, five assets were determined to be at risk from these three hazards. If they occur, these three hazards could cause physical damage to assets or people and could delay construction projects. In the future, additional investigation will be performed to lower the level of uncertainty and determine the likelihood of the risk from these hazards.

Climate scenario RCP 8.5

As the world faces increasing difficulty in aligning with the IEA’s Net Zero Emissions (NZE) scenario, the path to limiting global warming to 1.5 degrees has become more challenging. Although renewable energy expansion remains critical, market headwinds – including robust global demand for hydrocarbons and barriers to renewable project scalability – complicate this transition. Without enhanced mitigation measures, the UN projects that warming could highly likely exceed 2.5 degrees over the course of this century, posing substantial implications for energy companies navigating the shift to a low-carbon economy.

One notable transition risk is the evolving financing landscape, particularly in Europe, where Export Credit Agencies (ECAs) are reducing their support for oil and gas projects. This shift may elevate the cost of capital for energy projects, creating new financial pressures on the industry. To address this, SBM Offshore is actively engaging with clients on alternative commercial models to adapt to these changes and is in dialogue with potential lenders to assess their support for future projects under varying climate scenarios.

Another transition risk lies in the potential for delays in new energy project development, particularly offshore wind. Inflationary pressures and a shifting subsidy landscape have impacted certain industry players, underscoring the risk of financial setbacks and slowing momentum for renewable investments. In response, SBM Offshore has adopted a selective strategy for its New Energies portfolio, prioritizing offshore wind projects that are both viable and capable of achieving the scale necessary to drive renewable energy affordability.

Further data on transition climate risk analysis is provided in the table below. SBM Offshore’s scenario analysis continue as an iterative process to critically assess and prepare for evolving climate and market conditions, serving as a tool to explore potential transition pathways rather than predict specific outcomes.

Climate scenario RCP 2.6

According to the United Nations’ world population projection, by 2050, world population will surpass 9.7 billion people, with around 68% of the total population living in big cities close to the oceans. Global energy demand is set to grow in the coming decades. While oil and natural gas will still play a key role in the primary energy mix, renewable energy is increasing its share and governments are raising their decarbonization targets. The demand for new oil and natural gas projects is expected to continue to grow until the end of the decade, as geopolitical tensions have underlined fragilities and dependencies in the energy system, after which it should slightly decline until 2050. Geopolitical events make energy supply and demand inherently volatile.

SBM Offshore expects that, in the coming years, there will be a need for its capabilities to deliver sizeable deepwater projects across the energy mix. GHG emissions for deep water are comparatively lower than other oil supply projects. As such deepwater oil should be part of the energy transition set of solutions.

SBM Offshore’s success will depend on partnering with other companies similarly committed to its energy transition strategy and activities, with a focus on the lifecycle value of projects, from early client engagement to the end of field recycling phases.

3.4.2 Emissions

Despite the challenges inherent in its business, SBM Offshore is committed to driving the energy transition through innovation, product development and reducing emissions. This commitment is embedded in SBM Offshore’s promise of True. Blue. Transition. and Code of Conduct, guiding SBM Offshore toward a sustainable role in society.

SBM Offshore has adopted a policy to manage sustainability matters, including the environmental impacts related to climate change. The objective of the Sustainability Policy is to commit to protecting the environment, across its own operations and its value chain, and to comply with the applicable local and international environmental laws. The policy was approved by the Executive Board, follows the SBM Offshore code of conduct and applies to all divisions, business units, business partners, yards and suppliers, and is available on the SBM Offshore website.

SBM Offshore’s Sustainability Policy aligns with the OECD Guidelines for Multinational Enterprises and is implemented through the Environmental and Social Management System Charter across its processes on energy transition through innovation, product and business development, to move towards near zero emissions.

The governance of emissions falls under the Group HSSEQ and Sustainability Director – a member of the Executive Committee – and the group sustainability team with the functional ownership of emissions. The group sustainability team is responsible for:

• Tracking the Net Zero path;

• Consolidating the emissions calculation;

• Supporting the engagement with internal and external stakeholders for emission reduction;

• Setting targets and assessing the effectiveness of the results.

Climate-related considerations are factored into the remuneration of management according to the method explained in remuneration sections 2.3.1 and 2.3.2, in which emission-related targets represent the short-term incentive for the management board and employees.

SBM Offshore designs and delivers FPSO units based on client specifications, leveraging decades of engineering expertise and operational experience. While FPSO emissions are primarily determined by design requirements, field characteristics and operational profiles, SBM Offshore actively explores and integrates technological advancements that enhance energy efficiency and reduce environmental impact where feasible. Key levers include optimizing FPSO designs, incorporating combined cycle power solutions and integrating carbon capture solutions (see sections 1.2, 1.3 and 1.5.2). However, the extent to which these innovations are implemented and SBM Offshore’s direct influence on FPSO emissions is limited, depending on value chain priorities and strategies, regulatory requirements, and project economics. Through close collaboration with clients, suppliers and business partners, SBM Offshore supports industry efforts toward lower-carbon operations while ensuring reliability and operational excellence. SBM Offshore’s position within the oil and gas production value chain is further detailed in section 1.2.2.

SBM Offshore is committed to a strategy and actions compatible with its ambition to achieve Net Zero by no later than 2050, including emissions in scope 1, scope 2 and one category of scope 3 – Downstream leased assets. Annually SBM Offshore creates the Corporate Guidance, which outlines the strategic direction and goals. This guidance provides a framework for decision-making and ensures alignment across the business. Key internal stakeholders actively participate in this process and in setting targets through collaborative seminars and meetings.

SBM Offshore has established the following intermediate targets by 2030:

• 100% green energy for scope 1 and 2 emissions¹;

• 50% reduction of GHG intensity² and zero routine flaring³ for scope 3 – Downstream leased assets.

This GHG emissions reduction plan has been approved by the Management Board and Supervisory Board and is embedded in SBM Offshore’s overall business strategy and financial planning.

In order to achieve its goals and to support emissions reduction in the value chain, SBM Offshore is focused on engaging and collaborating with key stakeholders, such as lenders and suppliers, to discuss and align business strategies and performance improvements.

SBM Offshore is progressing steadily toward achieving its scope 1 and 2 emissions reduction targets, in alignment with the 1.5-degree scenario. This will be achieved primarily by sourcing renewable energy for office-related operations, tracked through renewable electricity supply agreements or using Energy Attribute Certificates (EACs). In markets where renewable energy supply is not available (Luanda, Georgetown, and Malabo), scope 1 and 2 emissions were compensated by verified carbon credits.

Looking ahead, SBM Offshore commits to sourcing 100% of its energy from renewable sources through targeted energy procurement and contracts, with full implementation expected by 2030.

For scope 3, SBM Offshore has used Science-Based Targets initiatives (SBTi) guidelines for a well-below 2-degree scenario. However, since no framework currently exists for oil and gas activities, SBM Offshore cannot be included in EU Paris Aligned Benchmarks. Nevertheless, SBM Offshore is committed to aligning a credible path to net zero by:

1. Using high standards for guidance, such as the SBTi, including the ambitious goal to reduce the GHG intensity of scope 3 – Downstream leased assets – by 50% by 2030.

2. Providing a near zero emission FPSO to the market through its emissionZERO^® program, including carbon capture and flare reduction.

3. Taking a selective approach to growth in the energy industry − by focusing on clients with aligned approaches to Net Zero.

4. Understanding suppliers’ commitments to Net Zero as part of SBM Offshore’s supplier engagement and encouraging selected key suppliers to disclose on CDP to enhance transparency.

5. The optimization of energy use and emissions of downstream leased assets (FPSO) up to end-of-contract.

6. Responsible decommissioning of downstream leased assets at end-of-contract.

7. In addition to decarbonizing the oil and gas business, SBM Offshore explores new ocean infrastructure solutions and develops strategic partners to expand into attractive growing sectors such as power, ammonia and hydrogen, and carbon capture and storage. 

The above approaches support SBM Offshore setting targets and actions in light of the global guidance from the Paris Agreement. These ambitions reflect the current understanding of the business and are subject to further development in the future.

In 2024, SBM Offshore committed around US$9.3 million in OPEX for the decarbonization of the O&G industry. Most of these expenditures are associated with the emissionZERO^® program, which aims to reduce the emission intensity of new FPSOs and develop a commercially viable near zero FPSO, which is crucial for achieving SBM Offshore’s emission reduction goals. More significant CAPEX will be necessary once the emissionZERO^®FPSO readiness is achieved, targeted for 2025. Although these expenditures are essential for accelerating the energy transition and facilitating the transition of a high-emitting sector, none of them are Taxonomy-eligible since O&G activities are currently not in the scope of the Taxonomy Regulation, even if they contribute to significant emission reductions in the O&G value chain.

In 2024, SBM Offshore allocated roughly US$70 thousand in CAPEX and US$11.8 million in OPEX for the development of new energy products and services, as well as low-emission products. This budget is split into US$10.5 million for the power value chain, US$1.2 million for the ammonia and hydrogen value chains, and US$0.1 million for the carbon initiatives. The OPEX for this period is included in section 4.2.1 of the Financial Statements. A relevant portion of this expenses to manage Emissions at SBM Offshore are R&D-related, included in section 4.3.7.

Key initiatives in the power sector include the development of floating offshore wind, floating solar, wave energy converters, and geothermal technologies. In the ammonia and hydrogen sectors, the focus is on floating hydrogen farms and the production of green and blue ammonia. The carbon initiatives primarily involve carbon capture, utilization, and storage (CCUS) projects.

The total taxonomy-eligible OPEX (US$10.3 million) reported in section 3.8.1.2 pertains to R&D expenses for some of these projects. SBM Offshore does not have specific targets for aligning its economic activities (CAPEX and OPEXKPI) with the criteria outlined in the Taxonomy’s Climate and Environmental Delegated Acts and subsequent amendments. Nonetheless, SBM Offshore continues to maintain investment plans for developing renewable energy solutions and low-emission products while also supporting the decarbonization of the O&G value chain.

In 2024, the CAPEX amounts with oil-related economic activities totaled US$44 million. This expenditure pertains to investments in FPSOs used for producing, processing, and storing oil, which are leased to customers under operating leases according to IFRS. These investments are recorded as additions to ’Vessels and floating equipment’ and ’Assets under construction’ (subsequently transferred to ’Vessels and floating equipment’) in section 4.3.13. The expenditures related to FPSOs leased under finance leases according to IFRS are not included in CAPEX. SBM Offshore does not invest in coal or non-associated gas activities.

SBM Offshore’s emissions management builds on years of effort. In 2024, SBM Offshore continues to put effort into reducing scopes 1 and 2 and collaborating with clients to reduce scope 3 emissions.

SBM Offshore reports on CDP and uses IOGP statistics to steer its ambitions, effectiveness of actions and performance. SBM Offshore strives to outperform industry benchmarks on the following indicators:

• GHG emissions, gas flare, energy consumption, oil in produced water, oil spill per production.

During 2024, a total of 7.2 million tonnes of GHG emissions are reported.

The Scope 1 emissions in 2024 represented a total of 169 tonnes of CO₂e, a reduction of 65% compared to 2023. This reduction was related with a decrease in natural gas consumption in Carros Workshop and Schiedam Office. In 2024, there was a transition process from Schiedam office to Rotterdam where the natural gas consumption is replaced by district heating from the city network.

The electricity purchased was 6,126 (MWh), which accounts for 2,061 tonnes of CO₂e, based on the average energy mix of each location. This represents 14% higher than previous year, due to increasing activities in Portugal, India and Guyana.

In 2024, SBM Offshore achieved 100% renewable energy in 4 offices (Amsterdam, Rio de Janeiro, Monaco and Marly) and purchased EACs for offices (Houston, Kuala Lumpur, Porto, Singapore, Shanghai, Bangalore), shorebases (Santos) and Lab (Carros). In markets where renewable energy supply is not available (Luanda, Georgetown, and Malabo), the remaining require compensation.

Scope 2 market-based emissions accounted for 839 tonnes of CO₂e, 33% lower than in 2023.

SBM Offshore projects are constructed over several years. As required by the GHG protocol, SBM Offshore uses an allocation method to account for emissions. To derive the total GHG emission related to projects under construction, SBM Offshore uses the completion rates for Hull (MPF) and topsides each year. The percentage completed in a given year determines the total allocated emissions.

In 2024, SBM Offshore had 3 MPFs and 4 topsides under construction¹, with associated emissions amounting to 268,292 tons of CO₂e. Compared to 2023, the level of associated emissions increased by 50%, mainly due to a higher completion rate for MPF and topsides in 2024.

Total air travel-related emissions were 34,401 tonnes in 2024, an increase of 12% compared to 2023, as a result of an increment of business activities, including projects and commissioning activities, involving traveling with long-distance flights (which in general require stopovers).

Emissions from downstream leased assets account for the majority of the carbon footprint reported by SBM Offshore, which represents a total emission of 6.9 million tonnes of CO₂e. The difference compared to 2023 emissions is driven by startup of new units during the period and is expected to normalize once entering stable production phase.

SBM Offshore’s ambition is to see emission intensity reduced by 50% in 2030 compared to 2016 as baseline. In 2024, SBM Offshore’s emission intensity was 118.14 tonnes of CO₂e emissions per thousand tonnes of hydrocarbon produced, which is 8% below the industry benchmark and 42% lower compared to the baseline. .

Energy intensity on downstream leased assets was 21% lower than the IOGP industry benchmark. Energy consumption volumes can be found in section 3.8.

SBM Offshore is aware that currently operated and planned FPSOs represent locked-in emissions, especially for scope 3 – Downstream leased assets. All existing and planned FPSOs will reach the end of their lifetime before SBM Offshore’s net zero emission target in 2050. To avoid future locked-in emissions from FPSOs, SBM Offshore is aiming to introduce emissionZERO^®FPSOs, dependent on market and client receptiveness.

For 2024, SBM Offshore set a target to further optimize operational excellence on the FPSOs for which it provides operations and maintenance services (O&M). SBM Offshore targeted an absolute volume of gas flared below 1.57 million standard cubic feet per day (mmscft/d) as an overall FPSO fleet average during the year. This was set for a specific part of the volume related with non-routine flaring associated with process shutdowns and upsets over which SBM Offshore may have influence. SBM Offshore outperformed on this target, the actual being 1.33 mmscft/d. The flaring performance in 2024 was mainly driven by a continued focus on reducing the number of unplanned events in its operated fleet.

Demonstrating a clear understanding of energy consumption and resource efficiency also supports commensurate opportunities in mitigating CO₂ emissions. The total energy consumption in MWh related to own operations is as follows: