3.4Remuneration Report

This report consists of three parts. The first part 3.4.1, describes the remuneration policy for the Management Board. The second part 3.4.2 provides insight into the actual remuneration paid and awarded to the Management Board members over 2017. Details on the fee structure for the Supervisory Board members are set out in the third part 3.4.3.

Letter from the Chairman of the Appointment and Remuneration Committee dealing with Remuneration Matters

Dear Shareholders,

The year 2017 continued to present significant challenges for the oil and gas services sector due to the low oil price environment. As a result the market environment we face is changing and large investments in the sector remain scarce.

SBM Offshore has adapted itself to this new environment in order to capitalize on the scarce but increasing opportunities. Through active cost management on one hand and organizational change on the other the Management Board is securing long-term value creation for the Company and its shareholders. Examples of both approaches are the overhead cost reduction program and the Fast4WardTM program.

The Supervisory Board sees the claim of long-term value creation supported by the translation of the Liza FEED contract into an EPC contract by ExxonMobil and the award of the Johan Castberg TMS award in 2017.

Although our outlook improves, we remain cautious as the market is still uncertain and recovery could be slow. In addition we are making progress with our legacy issues, reaching a resolution with the DoJ in 2017, but have not closed this chapter completely yet.

The activities of SBM Offshore are linked to the global oil and gas industry. Consequently, our remuneration policies and practices must be competitive with both European and U.S. practices. SBM Offshore aims to remain an attractive employer through all market cycles, including the challenges the industry has faced recently and continues to face.

The SBM Offshore Management Board Remuneration Policy 2015 (’RP 2015’) was approved by the General Meeting of Shareholders on April 17, 2014, became effective as of January 1, 2015 and governs all remuneration elements in 2017.

The Supervisory Board will propose a new remuneration policy for shareholder approval at the 2018 AGM (April 11, 2018), applicable as of January 1, 2018.

The Supervisory Board remains committed to relevant and clear remuneration in line with best practices. I look forward to discussing the remuneration policy, actual remuneration as well as any other questions arising from this report, at the Annual General Meeting on April 11, 2018.

Floris Deckers

Chairman of the Appointment and Remuneration Committee dealing with Remuneration Matters