1 DRAFT MINUTES of the Annual General Meeting ... - SBM Offshore

The Chairman established that the meeting had accepted the proposal to discharge the Managing
Directors in 2010 with 77,703,008 votes in favour, 287,234 votes against and 21,370 abstentions.
Mr Rus (representative of certain institutions) stated that he noted that the number of votes with the voting
results was much higher than the number of votes which would be present at the meeting. The Chairman
thanked Mr Rus for his remark and suspended the meeting for a few minutes to verify that.
The Chairman continued the meeting and indicated the exact number of votes cast at the meeting would
be ascertained accurately after a recounting. Given the overwhelming majority of the votes cast until that
time, no differences would occur in the results of the voting procedure for the resolutions mentioned. (Note
of the secretary: after recounting it appeared that the number of votes present or represented at the
meeting was 78,111,195, representing 46.23% of the issued share capital).
5.2 Discharge of the Supervisory Directors for their supervision during 2010 (resolution)
The Chairman asked the meeting – in conformance with the articles of association – to grant discharge to
the members of the Supervisory Board for their supervision in 2010.
The Chairman established that the meeting had accepted the proposal to discharge the Supervisory
Directors for their supervision in 2010 with 77,701,966 votes in favour, 287,685 votes opposed and
21,272 abstentions.
6. Corporate Governance
6.1 Summary of the Corporate Governance policy (information)
The Chairman referred to the corporate governance chapter in the 2010 annual report (pp. 73 – 85), with
explanatory notes on the corporate governance policy based on the best practices from the Dutch
Corporate Governance Code as amended by the Monitoring Committee Corporate Governance Code on 10
December 2008 (the “Code”).
The Chairman indicated that SBM was not fully in compliance with the best practices from the Code on two
counts, namely:
• Best practice IV.1.1 that provides that the remuneration committee may not be chaired by a
supervisory board member who is a CEO of a company. This non-compliance lasted no more
than a few months, because Mr Van Gelder, who was the CEO of Heijmans N.V., retired as
chairman of the Board of Management and as CEO at the General Shareholders’ Meeting of
Heijmans N.V, and Mr Gugen took over as chairman of the Appointment and Remuneration
Committee for remuneration issues at the Extraordinary General Shareholders’ Meeting of 6
July 2010.
• Best practice IV.1.1 provides for the appointment, suspension and dismissal of a member of the
Management Board or the Supervisory Member by a resolution passed by the General
Shareholders’ Meeting by a simple majority of the votes, while the Company’s articles of
association presently prescribe a two-thirds majority of the votes cast subject to the condition
that these votes represent at least a third of the issued share capital. In the discussion of item 7,
amendment to the articles of association, the proposal will be made to amend the Company’s
articles of association in line with this best practice.
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