4.4Remuneration Report

This report consists of three parts. In the first part (4.4.1), the remuneration policy for the Management Board is described. The second part (4.4.2) sets out the execution of the remuneration policy and the remuneration paid to the Management Board members in 2015. The fee structure for the Supervisory Board members is set out in the third part (4.4.3).

Letter from the Chairman of the Remuneration Committee

Dear Shareholders,

On 17 April 2014, the SBM Offshore Annual General Meeting of Shareholders approved a new Management Board remuneration policy (Remuneration Policy 2015 or RP 2015), which came into effect on 1 January 2015. The remuneration policy is set in the context of the global oil and gas industry in which SBM Offshore operates. This industry is inherently linked to the US market, which is an important consideration when setting a competitive policy to attract top talent.

The Supervisory Board strives to achieve transparent and clear remuneration reporting with the implementation of Remuneration Policy 2015. With this policy, SBM Offshore meets the requirement of standardized remuneration reporting as part of the Shareholders’ Rights Directive proposed by the European Commission.

2015 was a challenging year for the oil and gas industry at large. The Management Board was proactive in responding to difficult market conditions and successfully adapted to the downturn of the market. Since 2012, the Management Board’s efforts have consistently resulted in positioning the Company to move forward and improve returns for its shareholders.

The 2015 Annual General Meeting of SBM Offshore approved two amendments to the Supervisory Board’s fee structure: the revision of intercontinental travel fee and the remuneration of the Chairman.

In 2016, the Remuneration Policy 2015 will continue to apply. We believe current market circumstances will continue in 2016 and the Management Board will continue to focus on safeguarding the Company’s financial standing.

At the Annual General Meeting on 6 April 2016, the remuneration policy and the actual remuneration awarded will be discussed, as well as any questions which may arise from this report.

Floris Deckers

Chairman of the Appointment and Remuneration Committee dealing with Remuneration Matters