3.5.5Issue and repurchase 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 section 80, subsection 2, Book 2, of the Dutch Civil Code. At the General Meeting of April 13, 2017, the shareholders have 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 total outstanding shares at that time. The authorisation also includes the authorisation to 10% in case of mergers, acquisitions and/or strategic cooperation. In the same meeting, the shareholders have delegated the authority to the Management Board for a period of eighteen months as from April 13, 2017 and subject to the approval of the Supervisory Board to restrict or withdraw preferential rights of the shareholders in respect of ordinary shares when ordinary shares are being issued.

The Management Board may, with the authorization of the General Meeting and the Supervisory Board and without prejudice to the provisions of sections 98 and sections 98d, Book 2, 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 General Meeting of 2017, the shareholders have delegated the authority to the Management Board for a period of eighteen months as from April 13, 2017 and subject to approval of the Supervisory Board, to acquire up to 10% of the total outstanding shares at that time. In December 2016, SBM Offshore completed its EUR 150 million share repurchase program. The program was predominantly for share capital reduction purposes and, to a lesser extent, for employee share programs. At the 2017 General Meeting the shareholders approved to cancel the number of ordinary shares repurchased in 2016 and the shares potentially repurchased under the aforementioned authorization.