2011 Annual Report - SBM Offshore

Repurchase of own shares
The Management Board may, with the authorisation of the GM 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 AGM of 2011, the shareholders have delegated their authority to the Managing Directors for a period of
eighteen months, as from 5 May 2011 and subject to approval of the Supervisory Board, the right to acquire
ordinary shares, up to ten percent of the total outstanding shares at that time. At the AGM of 16 May 2012, a
similar proposal to authorise the Management Board to repurchase own shares will be submitted to shareholders
for approval.
Amendment of the articles of association
The GM may adopt a resolution to amend the articles of association of the Company by an absolute majority of
votes cast, but solely upon the proposal of the Management Board subject to the approval of the Supervisory
Board.
3.5.7 Appointment of the Auditor of SBM Offshore N.V.
At the AGM of 2011, KPMG Accountants N.V. was appointed as the auditor of SBM Offshore N.V. for a period
expiring at the closure of the accounting year 2012. A thorough review of the external auditor’s functioning was
carried out which was facilitated by the KPMG client care manager and included private meetings with a number
of Supervisory Board members and with the Management Board. The conclusions of this review were positive. At
the AGM of 16 May 2012 it will be recommended to approve the proposal to re-appoint KPMG Accountants N.V.
as the auditor of SBM Offshore N.V for a period expiring at the closure of the accounting year 2013. Mr. P.W.J.
Smorenburg currently is the lead partner.
3.5.8 Stichting Continuiteit SBM Offshore N.V.
A Foundation ‘Stichting Continuiteit SBM Offshore N.V. (the Foundation), formerly named ‘Stichting tot Beheer
van Preferente Aandelen in SBM Offshore N.V.’, has been established with the objective of using the voting
power on any preference shares in the Company which it may hold at any time, in the best interests of the
Company and its stakeholders. The Foundation will perform its role, and take all actions required, at its sole
discretion. In the exercise of its functions it will however be guided by the interests of the Company and the
business enterprises connected with it, and all other stakeholders, including shareholders and employees.
The Foundation is managed by a Board, the composition of which is intended to ensure that an independent
judgment may be made as to the interests of the Company. The Board consists of a number of experienced and
reputable former senior executives of multinational companies. To be kept informed about the business and
interest of the Company, the CEO is invited to attend the Foundation meetings to address this agenda item. On a
regular basis, the Board members of the Foundation are informed about the developments in legislation.
The Board of the Foundation consists of: Mr. N.W.G. Buis, a former CEO of Smit Internationale N.V., Mr. P.J.
Groenenboom, a former CEO of Imtech N.V., Mr. J.C.M. Hovers, a former CEO of Stork N.V. and of Océ N.V.,
Mr. H.A. van Karnebeek, a former Vice-Chairman of the Board of Management of Akzo and Mr. R. Voogd, a
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
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