About the Foundation

The Foundation Continuity has been established on March 15, 1988. In summary, the objectives of the Foundation Continuity are to represent the interests of SBM Offshore (also referred to as “the Company”) 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 Continuity 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.

SBM Offshore’s Management Board, with the approval of the Supervisory Board, has granted a call option to the Foundation Continuity to acquire a number of 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 Continuity was lastly 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 Continuity is independent as stipulated in clause 5:71(1)(c) Financial Markets Supervision Act.