SBM Offshore N : 2022 AGM Resolution List

SBM OFFSHORE N.V.
ANNUAL GENERAL MEETING
April 6, 2022
RESOLUTIONS
Number of shares registered with ABN AMRO on March 31, 2022	131,569,257 shares
Ordinary Shares present or represented:	131,568,021 shares
Total Share Capital on March 9, 2022	180,671,305 shares or EUR 45,167,826.25
Total Voting rights on March 9, 2022 (after market close)	177,675,839 shares
Percentage:	72.82 %

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In favour	Against	Abstain	Number of shares with valid vote (in favour + against - art.36.5) and number of valid votes	% of issued share capital (rounded)	% valid votes in favour against total valid votes cast (rounded)
Review of the financial year 2021
5.1	Remuneration Report 2021 - Management Board	123,202,850	8,173,223	176,174	131,376,073	72.72%	93.78%
5.2	Remuneration Report 2021 - Supervisory Board	129,901,008	1,487,111	164,128	131,388,119	72.72%	98.87%
Financial Statements 2021 and dividend
7	Adoption of the Financial Statements	126,408,733	982	5,142,532	126,409,715	69.97%	100.00%
9	Dividend Distribution Proposal	131,490,115	31,433	30,699	131,521,548	72.80%	99.98%
Discharge
10	Discharge of the Management Board members for their management during the financial year 2021	126,316,796	61,104	5,174,347	126,377,900	69.95%	99.95%
11	Discharge of the Supervisory Board members for their supervision during the financial year 2021	126,312,687	59,516	5,180,044	126,372,203	69.95%	99.95%
Authorizations of the Management Board
12.1	Designation of the Management Board as the corporate body authorized - subject to the approval of the Supervisory Board - to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 4 of the Company's Articles of Association for a period of 18 months up to 10% of the Company's issued ordinary shares as per the 2022 AGM	120,542,983	10,949,309	59,955	131,492,292	72.78%	91.67%
12.2	Designation of the Management Board as the corporate body authorized - subject to the approval of the Supervisory Board - to restrict or to exclude pre-emption rights as provided for in article 6 of the Company's Articles of Association for a period of 18 months	101,629,695	29,861,682	60,870	131,491,377	72.78%	77.29%

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13.1	Authorization of the Management Board - subject to the approval of the Supervisory Board - to repurchase the Company's own ordinary shares as specified in article 7 of the Company's Articles of Association for a period of 18 months up to 10% of the Company's issued ordinary shares as per the 2022 AGM	121,646,787	9,839,374	66,086	131,486,161	72.78%	92.52%
13.2	Cancellation of ordinary shares held by the Company	131,459,474	35,284	57,489	131,494,758	72.78%	99.97%
14	Amendment of the Company's Articles of Association	66,460,969	65,001,104	90,174	131,462,073	72.76%	50.56%
Composition of the Management Board
15.2	Appointment Mr Ø. Tangen as member of the Management Board	131,380,343	4,331	167,573	131,384,674	72.72%	100.00%
Composition of the Supervisory Board
16.2	Appointment of Mrs H.A. Mercer as member of the Supervisory Board	131,319,027	21,112	212,108	131,340,139	72.70%	99.98%
16.3	Re-appointment of Mr R.IJ. Baan as member of the Supervisory Board	120,015,234	1,454,496	10,082,517	121,469,730	67.23%	98.80%
16.4	Re-appointment of Mr B. Bajolet as member of the Supervisory Board	121,144,484	426,655	9,981,108	121,571,139	67.29%	99.65%

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