Appendix on Share-Based Incentives

The following table represents the movements during 2017 of all unvested shares (the total number of vested shares held by (former) Management Board members are reported in Note 4.3.23 to the consolidated financial statements). Unvested LTI shares in the columns Outstanding at the beginning and/or end of the year, are reported at the Target LTI numbers, with the actual vesting hereof in the year shown for the actual number as per the outcome of the performance criteria as per the Remuneration Policy. As at December 31, 2017 the following share-based incentives are outstanding:

Outstanding at the beginning of 2017

Granted

Vested

Outstanding at the end of 2017

Status at the end of 2017

Vesting date

End of blocking period

Fair value of share at the grant date – €

Fair value of the TSR component – €

Bruno Chabas – CEO

2013 STI Matching Shares

25,171

-

25,171

-

vested

11.87

2014 STI Matching Shares

32,777

-

-

32,777

conditional

2018

9.76

2014 LTI

84,218

-

168,435

-

vested

2019

11.79

11.12

2015 LTI

83,878

-

-

83,878

conditional

2018

2020

11.51

14.78

2016 LTI

84,678

-

-

84,678

conditional

2019

2021

11.91

19.92

2017 LTI

-

80,817

-

80,817

conditional

2020

2022

14.31

19.62

310,722

80,817

193,606

282,150

Philippe Barril – COO

Restricted shares1

50,000

-

-

50,000

conditional

2018

2020

10.50

2015 LTI

55,919

-

-

55,919

conditional

2018

2020

11.51

11.31

2016 LTI

56,452

-

-

56,452

conditional

2019

2021

11.91

15.50

2017 LTI

-

53,878

-

53,878

conditional

2020

2022

14.31

15.54

162,371

53,878

-

216,249

Douglas Wood – CFO

Restricted shares2

30,000

-

-

30,000

conditional

2019

2021

12.71

2016 LTI

42,339

-

-

42,339

conditional

2019

2021

11.91

15.50

2017 LTI

-

53,878

-

53,878

conditional

2020

2022

14.31

15.54

72,339

53,878

-

126,217

Erik Lagendijk – CGCO

2015 LTI

55,919

-

-

55,919

conditional

2018

2020

11.51

11.31

2016 LTI

56,452

-

-

56,452

conditional

2019

2021

11.91

15.50

2017 LTI

-

53,878

-

53,878

conditional

2020

2022

14.31

15.54

112,371

53,878

-

166,249

Peter van Rossum – former CFO

2013 STI Matching Shares

11,896

-

11,896

-

vested

11.87

2014 STI Matching Shares

15,134

-

-

15,134

conditional

2018

9.76

2014 LTI

51,847

-

77,770

-

vested

2019

11.79

9.56

2015 LTI

55,919

-

-

55,919

conditional

2018

2020

11.51

11.31

2016 LTI

56,452

-

-

56,452

conditional

2019

2021

11.91

15.50

2017 LTI

-

5,238

-

5,238

conditional

2020

2022

14.31

15.54

191,248

5,238

89,666

132,743

Sietze Hepkema – former CGCO

2014 LTI

62,111

-

93,166

-

vested

11.79

9.56

62,111

-

93,166

-

  • 1 These shares were awarded to Mr. Barril as compensation for the loss of share-based payments at his former employer, and have been reported to the AGM in April 2015 in Agenda item 11.
  • 2 These shares were awarded to Mr. Wood as compensation for the loss of variable remuneration entitlements and other benefits in his previous employment, and have been reported to the EGM on 30 November 2016 in Agenda item 1.

The following shares (or other financial instruments) are held by SBM Offshore N.V. by members of the Management Board.

Shares subject to conditional holding requirement

Other shares

Total shares at 31 December 2017

Total shares at 31 December 2016

Bruno Chabas - CEO

346,260

228,425

574,685

381,079

Philippe Barril - COO

—

—

—

—

Douglas Wood - CFO

—

—

—

—

Erik Lagendijk - CGCO

—

—

—

—

Total

346,260

228,425

574,685

381,079