SBM Offshore N : 2021 AGM Minutes

MINUTES

of the General Meeting of SBM Offshore N.V. ("SBM Offshore" or the "Company"),

held virtually on April 7, 2021 at 2:30 pm

135,310,224 ordinary shares - out of a total of 188,671,305 issued ordinary shares - were represented at the meeting. This represented 71.2% of the total issued share capital.

1. Opening (information)

The Chairmanopened the meeting and stated that the meeting would be held in English. The Chairmanexplained that in view of COVID-19, it has been decided to hold this years' General Meeting ("AGM") virtually, whereby shareholders could cast their votes prior to and real-time during the meeting.

The Chairmanthen welcomed the members of the Management Board: Mr B.Y.R. Chabas (CEO) and Mr P.C. Barril (COO) attended remotely; Mr E. Lagendijk (CGCO) and Mr D.H.M. Wood (CFO) were present in person. The Chairmanwelcomed thereafter the members of the Supervisory Board: Mr F.R. Gugen, Mr B. Bajolet, Mr S. Hepkema, Mrs L.B.L.E. Mulliez, Mrs C.D. Richard, and Mr J.N. van Wiechen. Except for Mr Hepkema, the Supervisory Board members attended the meeting remotely. The Chairmanalso welcomed Mrs I. Arntsen (attended remotely), whose nomination for appointment as member of the Supervisory Board was up for approval. The Company Secretary, Mrs A.H.B. van Lohuizen, who attended remotely, would act as secretary of the meeting and took minutes. Finally, the Company's external auditor, PricewaterhouseCoopers Accountants N.V. ("PwC") was represented by Mr M. de Ridder and Mrs A.A. Meijer, both attending remotely. To limit the risk of connectivity issues, the introductions/messages of Messrs Chabas and Wood (agenda item 2), Mrs Richard (agenda items 5.1 and 6), and Messrs Gugen and De Ridder (agenda item 7) have been pre-recorded.

The Chairmanexplained that questions could be asked prior to the meeting via email, as well as during the meeting via the chat function of the Online Platform.

The invitation and the agenda with attachments for this meeting had been published on February 24, 2021 on the websites of the Company and ABN AMRO e-voting. The agenda with explanatory notes, the 2020 Annual Report ("Annual Report") and the consolidated financial statements had been made available free of charge at the offices of the Company and of ABN AMRO in Amsterdam, and on the Company website. They had been sent to those shareholders who asked for hard copies. There had been no request for including additional items on the agenda from shareholders holding 1% or more of the ordinary shares, or with a market value of at least EUR 50 million. The draft minutes of last year's AGM of April 8, 2020 had been made available on the Company website for comments within three months. This period expired without receiving any comments and the minutes had subsequently been adopted and posted as such on the website.

The Chairmanconcluded that all the legal and statutory requirements had been satisfied so that this AGM had the capacity to adopt the resolutions as per the agenda for this meeting. The registration date to attend this AGM was March 10, 2021. On the registration date the total issued share capital of the Company amounted to EUR 47,167,826.25 or 188,671,305 ordinary shares. As per that date, there were 186,351,058 number of ordinary shares with voting rights. There were 135,310,224 number of sharespresent or represented at the beginning of this meeting which represents 71.2%of the 188,671,305 issued ordinary shares at the registration date.

The Chairmanthen proceeded to deal with the items on the agenda of the meeting.

Review of the financial year 2020

2. Report of the Management Board (information)

The Chairmangave the floor to Mr Chabas and Mr Wood to present the report of the Management Board for the financial year 2020 (see also presentation attached to these minutes as Appendix 1).

Highlights

Mr Chabasstated that in 2020 the Company showed its resilience as evidenced by its robust performance. The Company was made stronger and leaner to address the expected future fluctuations in its core market and progress was made on SBM Offshore's energy transition ambition. The Company's priority was navigating the crisis starting by preserving the health of employees. The COVID-19 impact on the operations and execution necessitated adapting the ways of working. Safety measures were implemented to protect the health of employees and to minimize the COVID-19 impact. The use of digital solutions was accelerated within the offices, yards, shore bases and offshore following travel restrictions. The Company's transformation to adapt to the new energy market environment was also accelerated. The second objective was aimed at a robust performance. Business continuity was safeguarded with project execution on track, including the delivery of two Fast4Ward® hulls and two Turret projects. The Company maintained the operating performance of the fleet with strong HSSE and ESG results and delivered an increase on the 2020 guidance. Transition in action was the third pillar of the year. The pandemic acted as a catalyst for transformation. The restructuring programs supported the reduction of the Company's break- even point and ensured that SBM Offshore can be more flexible, competitive and agile. This is essential as a period

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is being entered into where the energy business will experience increasing demand fluctuation combined with significant growth potential over the coming few years. SBM Offshore's transition is on track with good progress on its product transformation programs. This supports growth in the Company's core FPSO market, as well as the promising markets of renewables and gas.

HSSE and ESG

Mr Chabassaid that SBM Offshore's 2020 Total Recordable Injury Frequency Rate showed a further improvement compared to an already good performance in 2019. Despite these good results, safety can never be taken for granted, especially in an industry where activities tend to carry various risks. The Company is proud of the external recognition of its ESG strategy and performance with improving top quartile ratings from several independent ESG rating agencies. The Company met or exceeded the ambitious Sustainable Development Goals ("SDGs") targets set. Mr Chabashighlighted a number of examples around the priority to reduce emission of greenhouse gases. In 2020 SBM Offshore's efforts led to a 36% reduction of mass of gas flared on SBM account. Emissions from the FPSO Liza Destiny, which joined the fleet at the end of 2019, will be included in the target from 2021 onwards. FPSO Liza Destiny faced challenges related to gas compression during the start-up phase. Although the emissions from FPSO Liza Destiny were not included in the initial target for 2020, it was decided to include its performance in the scorecard which determines employee and management short term incentives. Another example is the dedication of more than 50% of SBM Offshore's R&D budget in 2020 to renewable and sustainability enhancing technologies. The Company's sustainability approach is an integral part of its strategy and the Company will continue to target improvement and be transparent on its performance.

The Market

Although COVID-19 caused considerable pressure on the energy industry, SBM Offshore's outlook for deep-water oil production remains positive in all scenarios. Around twenty-five potential awards for the next three years have been identified. The target market for large size, complex FPSOs has very competitive break-even prices which is making it resilient in almost any market conditions. Opportunities are mostly concentrated in Latin America, a key market for SBM Offshore. Despite uncertain market conditions, it is reiterated that the Company will remain selective and disciplined in choosing its target projects. SBM Offshore continues to carry a capacity of winning 2+ awards per year in order to deliver projects in line with commitments, to secure long-term value for its clients and all of its stakeholders. The new energy market, specifically for floating offshore wind, is very promising as it is projected to grow fast, not only short term but also longer term. SBM Offshore will seek to play an active role and capture opportunities here, with its technology now being deployed in the EDF Renouvelables project. It is expected that over the next ten years the industry will have developed at least 6 GW through more than twenty projects all around the world.

SBM Offshore Strategy

Mr Chabassaid that the crisis confirmed the relevance of the Company's vision, which remains unchanged: "SBM Offshore believes the oceans will provide the world with safe, sustainable and affordable energy for generations to come. We share our experience to make it happen". This vision is essential to the Company's long-term evolution: the delivery of unrivalled technology to the world's energy markets, today in deep water oil projects. Mr Chabasexpected the energy market to go through a transition phase, using gas as cleaner energy source, with renewable energy becoming predominant in the longer term. This transition will bring many opportunities for SBM Offshore to capture and play an active role through its technological leadership position. The strategy, action plan and approach to reach this vision remains consistent around the three strategic pillars Optimize, Transform, Innovate.

Under the Optimize pillar, the Company accelerated its restructuring program which allowed for lowering the break- even point to ensure that SBM Offshore is more competitive, selective and agile. Supporting the outlook, the sixth Fast4Ward® Multi-Purpose Floater hull was recently ordered. During the design and construction phase, the Company aims to continue building on its track record of delivering on time and within budget. In 2020 and despite COVID-19, two Turrets were delivered on time to clients. At present there are four major projects under construction and on track: FPSO Liza Unity, FPSO Sepetiba, FPSO Prosperity and FPSO Almirante Tamandaré. Other Fast4Ward® hulls are under construction with progress in line with schedule. During the operational phase the Company focuses on maintaining uptime for its clients (on average at 99% uptime) and delivering the backlog. The strong backlog in Lease & Operate ("L&O") results in cash generation for the Company and its shareholders, with limited operational risk. The focus continues to be on further optimization in the areas of costs and emissions reduction.

Under the Transform pillar, SBM Offshore is developing the FPSO of the future, with lower carbon intensity, increased delivery certainty and lower cost. The two main transformation programs Fast4Ward® and emissionZERO™ are progressing in order to address client requirements. The Fast4Ward® program was launched in 2014 and continues to embed learnings which bring further reliability in schedule and cost advantage. emissionZERO™ was launched in 2020 and has matured into a program targeting near zero emissions from operations, in line with clients and other stakeholder net zero ambitions. Digitalization remains an important element of the transformation strategy as it will support, enhance and facilitate all aspects throughout the business.

Under the Innovate pillar, the Company launched the ambition to generate 25% of revenues in the renewables and gas market by 2030 (Ambition 2030). Under the New Energies and Digitalization platform, dedicated product line teams are working on developing new technology and product offerings. For example, in the Gas product line, the

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team is rapidly progressing in creating a new value proposition for the gas-to-power market and is developing solutions in LNG-to-Wire and LNG Terminals. In renewables, the products in floating offshore wind and wave energy are being developed. The Company is leveraging more than sixty years of experience from floating production systems in deep water, while ensuring safety, sustainability and affordability of renewable energy. The floating offshore wind solution was not developed overnight: it is based on the well proven Tension Leg Platform technology with several units operating in difficult environment. This technology has been transferred from the oil to the renewables business and the Company has optimized it. On floating offshore wind, the Company is working on the Provence Grand Large project from EDF Renouvelables with three units with a capacity of 8.4 MW each to be deployed offshore Marseille. The current status is that the procurement and construction stage is being entered into. On the S3® Wave Energy Converter ("WEC"), the Company is working on the deployment of a prototype offshore Monaco. The design and fabrication of the first sections of the WEC project at the R&D Laboratory in France has been completed. The project is on track to have a prototype in the water in 2022. To achieve the target of competitive levelized cost of energy in the renewable market, industrializing SBM Offshore's technology is essential. Within the design of SBM Offshore's renewable technologies, the Fast4Ward® principles of standardization, scalability and repeatability are embedded to benefit from economies of scale.

Delivering value to shareholders

Mr Chabasconcluded that the energy market has been volatile and any capacity to return capital to shareholders is not a given, especially in the oil services industry. SBM Offshore is an exception. From the Company's strong backlog with high cash flow conversion through its business performance and through its high growth potential, it has been able to realize a consistent, growing dividend and, on top of this, executed three share buybacks in the last five years.

2020 Financial Performance

Mr Woodstated in 2020 the Company maintained the dividend increase and completed a share repurchase, totalling more than USD 300 million in aggregate and delivered results in excess of initial guidance. Despite the market turbulence caused by the pandemic, the Company secured additional financing for projects under construction and ended the year with its USD 1 billion revolving credit facility undrawn, providing it with ample flexibility to fund future growth. Taking into account the circa USD 1 billion net increase in the backlog, it is proposed to increase the dividend by 10% to USD 165 million.

Directional overview

2020 showed an increase in both revenues and EBITDA compared with 2019. Both indicators were impacted by:

1. FPSO Liza Destiny being added to the fleet at the end of 2019 and contributing during the full year of 2020, and
2. the purchase of additional shares in five Brazilian FPSOs in late 2019, which also contributed during the full year 2020. These drivers more than offset the decreases in Turnkey caused by the fact that the balance of Turnkey activity was more weighted to projects to be transferred to the L&O portfolio, where the associated revenue and margin will be booked post construction during the lease period. Concerning the early redelivery of the Deep Panuke platform, the accelerated recognition of revenue and EBITDA related to cash to be received in 2021 was adjusted and had to be accounted for in 2020. This amount of USD 77 million was excluded from the Underlying numbers for 2020, and it is intended to add this back in 2021 on an Underlying basis in line with the associated cash-flow. Reflecting all of these elements, Underlying revenue of around USD 2.3 billion increased by 6% compared with the previous year, and Underlying EBITDA of USD 944 million was up 13% year on year. The pro forma backlog increased by nearly USD 1 billion to USD 21.6 billion, which will be further explained later. Finally, the increase in net debt of USD 0.6 billion was driven by the investment in growth seen during the year. This debt is linked to specific projects with repayments structured to match the cash-flows they will generate from the backlog.

Liquidity and Balance Sheet

Mr Woodsaid that the balance sheet is driven by the projects and financing linked to the contracted backlog. Construction activity on FPSOs Sepetiba, Unity and Prosperity led to a growth in the L&O part of the balance sheet. Construction project debt is directly linked to these projects and this financing will become non-recourse once the projects reach the operating phase. At year-end, the split between non-recourse operating project debt and construction project debt was approximately 70:30. There was USD 1.7 billion of liquidity, with the revolving credit facility undrawn at year-end. The financing for FPSO Sepetiba is progressing, and on closing will be used to repay the bridge loan which is currently being used to finance the project. In February 2021, a bond refinancing of the FPSO Cidade de Ilhabela in Brazil was successfully closed, increasing the amount and extending the tenor of the existing loan. The transaction will allow recycling of bank debt to help fund new opportunities in Brazil. Further as it increased the amount and extended the tenor of the existing loan, it will result in accelerated equity cashflows from the project.

Backlog

Mr Woodthen explained the backlog and the net cash-flow to be generated going forward. The backlog increased from USD 20.7 billion to USD 21.6 billion at the year-end. The key increases to the backlog relate to SBM Offshore's projects in Guyana. Firstly, the addition of the FPSO Prosperity following FID by the client in October 2020. This is a contractual two-year Build, Operate and Transfer ("BOT") project adding to the L&O backlog in first two years of operation with an assumed purchase adding to the BOT backlog in 2026. As a result of discussions with the client, SBM Offshore no longer assumes the purchase by the client of FPSO Liza Destiny in 2021 and the presentation of the contract in the backlog has reverted to reflecting its contractual duration of ten years. At the year-end, the

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extension of the charter contract of the FPSO Espirito Santo in Brazil for a period of five years was agreed. This extension and the impacts from Guyana more than offset the impact of consumption of backlog by turnover during the year. Mr Woodcontinued that the net cash backlog is now shown on an after-tax basis. This change was made due to: i) the implementation of Repetro, a new tax regime in Brazil and ii) the increased weighting of the projects in Guyana with FPSO Liza Destiny now reflected as a ten-year lease and the addition of FPSO Prosperity. Although both factors lead to increased tax, revenues remain consistent with the assumptions assumed in determining the relevant charter rates. Net result is that the overall economics remain unchanged. On this after-tax basis, average net L&O cashflow is USD 260 million for the twenty-five year period. Finally, SBM Offshore discounted the net cashflows plus currently assumed cash from the sale of the BOT projects (also net of tax) at a range of discount rates observed to be used by the financial community. It is key to note that only the "in hand" projects are included in the backlog, and it does not include any value for lease extension options. Also important to highlight, it does not include any future growth. For a range of discount rates from 8 - 6% this gives a range of approximately EUR 16 to 18 per share, which compares to year to date average price of EUR 15.30.

Future cash analysis

Mr Woodexplained the contracted cash-flow in the short to medium term which forms the decision making around the dividend. As per usual, the average cashflow related to the backlog for the next six years being two construction cycles for an average FPSO, was mapped out. The Company's established model takes as the starting point cash from L&O (net cash from L&O after overheads, debt service and tax). Hereafter all corporate overheads are allocated to L&O on the basis of an assumption of USD 70 million. Combining this results in USD 270 million per annum net cash generation on average for the next six years, before dividend distributions. The lower level in 2021 is compensated by future years. SBM Offshore looks at this "in-hand" future cash-flow, which does not include future awards, as effectively underpinning the sustainability of and also possible growth in future dividend: contractually secured, with very long visibility. As in the past it is assumed that Turnkey can be at least break-even and based on the Turnkey backlog as presented today including BOT, Turnkey is positioned to be about self- sufficient for the majority of the period including tax. The dividend policy is to pay a stable dividend which grows over time, and growth in dividend has been linked with growth in the "in-hand" L&O backlog.

Shareholder returns

There are a few moving parts on Guyana to be confirmed in the coming year and a material part of the backlog relates to projects under construction which remain to be finalized. Nonetheless, based on the current result in L&O, and underpinned by the growth profile in the L&O backlog, it is proposed to increase the aggregate dividend by 10% to USD 165 million, which gives approx. USD 0.89 per share. Compared to year to date average share price of EUR 15.30, this represents a yield approaching 5%. Since the Company restarted paying dividend in 2016, an average annual growth rate in shareholder returns approaching 35% was generated. In the coming years, new awards and further project refinancings could add upside in the short to medium term. The Company will look carefully going forward at such potential impacts. In this respect, the approach to shareholder returns and capital allocation remains the same: having funded growth and the dividend, the Company retains the option to use excess cash for share buyback. The development of the share price in the period 2016-2020, versus the OSX Oil services index as well as the AEX and MSCI Europe index, demonstrates that SBM Offshore is clearly differentiated from the oil services sector, particularly when looking at the past two years with the focus on shareholder returns underscoring SBM Offshore's positioning in Ocean Infrastructure. The Company sees its strategy delivering further additions to the backlog with progressive reduction in its carbon footprint as follows: i) from growth in the core business leveraging the principles of Fast4Ward® and emissionZERO™ and ii) from using SBM Offshore's expertise in floating energy to play a role in the energy transition and bring new floating energy solutions. The Company is therefore evolving as an energy infrastructure company with the experience, capability and track record to add, execute, finance and operate new growth opportunities through the energy transition.

Outlook

Mr Chabasstated that the 2021 guidance is Directional revenues of "around USD 2.6 billion" with "around USD

1.6 billion from L&O" and "around USD 1.0 billion from Turnkey". Guidance for 2021 Directional EBITDA is "around USD 900 million" and includes USD 77 million revenues and EBITDA for Deep Panuke to be received in cash in 2021. It also considers the currently foreseen COVID-19 impacts on projects and fleet operations, while the ongoing uncertainties with respect to the pandemic are noted.

Mr Chabasconcluded with a summary of what defines SBM Offshore's value today. SBM Offshore added another good year to its track record. Despite the COVID-19 impacts, financials came in per the guidance. These financial results and the associated quality of the operational track record are linked to the Company's management and personnel. SBM Offshore's value is based on three platforms: i) through its Ocean Infrastructure, the backlog provides unique visibility on the Company's ability to generate cash, ii) related to the growth of the core business, a positive outlook for deep-water oil developments is remained, even under stress scenarios. This is supported by SBM Offshore's key transformation programs Fast4Ward® and emissionZERO™ addressing the need for fast and reliable delivery, while reducing emissions per barrel produced and cost, and iii) SBM Offshore will play an active role in the ongoing energy transition and transformation through its experience, unique offshore technology and progress in developing new product offerings in gas and renewables.

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The Chairmanthanked Messrs Chabas and Wood for their presentation and moved to the four questions received from the Dutch Association of Investors for Sustainable Development ("VBDO") prior to the meeting. Mrs L. Hanekroot of VBDO submitted the following question by means of a video recording.

Mrs Hanekrootintroduced the questions by stating that VBDO has been engaging with SBM Offshore for several years and focused on supporting the Company and the shareholders to develop into a sustainable company in a sustainable environment. Four questions in three areas have been prepared and regard: i) climate adaptation, which is about accepting that climate is changing, next to preventing it from happening, but also accepting that it happens and how to deal with this change, ii )Human Rights, especially human rights in the Supply Chain: how is this being dealt with not only within in the Company, but also ensuring that Human Rights are respected optimally in the full Supply Chain and iii) diversity and inclusiveness of people within the Company as it could benefit all if the employee group is really diverse. Mrs Hanekrootcontinued by referring to the two climate change scenarios described on page 35 of the Annual Report: a Bold scenario and a Steady scenario. VBDO found this is an interesting and appealing approach, which could also be a nice example for others to go into that level of detail of each scenario. VBDO is interested to learn more about if you have those two scenarios, what are the choices that you make as a company, what do you prepare for and why, and especially, what are the consequences of your choices in this respect. What are the consequences in terms of risk management, business opportunity and all that kind of potential consequences of choosing for one of the other scenarios?

Mr Lagendijkthanked Mrs Hanekroot and VBDO for the constructive engagement over the years. With reference to the two scenarios Mr Lagendijkexplained that it is important to recognize that the Company is steered on the scenario that oceans will provide the world with safe, sustainable and affordable energy for generations to come. For example, SBM Offshore provides services to deep water hydrocarbon production projects. These are projects with typically a strong safety track record, relatively low greenhouse gas intensity and competitive breakevens. Another example is the development of energy from the WEC which has zero operational emissions and a low environmental impact, for instance from the visual horizon pollution or the sea-bed footprint. In this scenario the Company is setting targets and is taking action in light of climate change as described on page 35 of the Annual Report. Further explanation of the strategy based on the pillars Optimize, Transform and Innovate can also be found in the Annual Report and in various investor relations presentations on the Company website. Scenarios like the ones described in the Annual Report will help monitoring SBM Offshore's 'base case' which remains valid and what action should be taken in case changes to this outlook occurs. Currently the Company's 'base case' sits between the Bold and the Steady climate change scenarios. Key risks and opportunities relating to climate change are elaborated on in the Annual Report.

The Chairmanread the second question from VBDO: In 2020, SBM Offshore committed to cooperating with local stakeholders and NGOs as part of the Company's climate adaptation strategy. VBDO highly values this commitment, as workers and local communities could be impacted by the Company's activities and could also help address local climate adaptation challenges. VBDO is curious to learn about the progress made on this commitment. Could SBM Offshore provide insight in the steps it has taken to include local stakeholders and NGOs in its climate adaptation strategy and provide examples of lessons learned that have altered or might alter the Company's climate adaptation strategy?

Mr Lagendijkresponded that over the past year engagement took place with local clients on emission reduction opportunities and the energy transition. At the same time, the Company liaised with local stakeholders. Two examples of the Company's local engagement in Guyana are: i) for a potential project, engagement took place with two NGOs and a so-calledB-Corporation (benefit corporation, in this case NGO concentrating on climate change) to identify opportunities for climate change adaptation and management, and ii) the Plympton Farm that is looking to increase local economic growth, healthier diets for offshore workers and lower carbon footprint. The latter project will lead to lower methane emissions from meat industries as well as lower CO2 emissions from meat imports.

The Chairmanread the third question from VBDO: In March 2020, CEO Chabas pledged that "SBM Offshore will ensure that actual and potential Human Rights impacts are identified; measures will be put in place to prevent, mitigate or, if required, remediate these impacts and the effectiveness of the measures will be monitored and communicated." VBDO applauds steps taken by SBM Offshore to embed human rights more fully in its practices and to transparently communicate progress to its stakeholders. Doing so improves the reputation and hence the value of SBM Offshore. VBDO is looking forward to following the progress of these initiatives and has the following questions and hence suggestions for next steps. Would SBM Offshore be willing to provide more insight into human rights screening (e.g. salient issues) and the qualification process of vendors (i.e. percentage of screened vendors rated as satisfactory, common salient issues resulting in unsatisfactory rating, and clarification on what 'a well-defined limited appetite for engagement with vendors that are rated as unsatisfactory' entails) in the Annual Report of 2021 and following years?

Mr Lagendijkexplained that in principle, disclosing more detail is considered if it supports to drive further the impact that SBM Offshore tries to make. The Annual Report provides an example of teaming with a client and fabrication yard, confirming that the efforts made by the yard had resulted in a decrease of critical issues, such as tighter control of working hours and a strengthened recruitment due diligence process which has improved payment of newly recruited workers. To provide further background, SBM Offshore completed several in-depth human rights

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