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Prospectus - SBM Offshore

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adverse weather and environmental conditions, mechanical failures, crew negligence or navigation errors. In<br />

relation to these and other risks, the Group maintains the following insurance coverage:<br />

· Insurance cover for hull and machinery, which covers loss of, or damage to, a vessel due to marine<br />

accidents (such as collisions), grounding, weather conditions, war, piracy and terrorism.<br />

· Protection and indemnity insurance, which covers liabilities incurred while operating vessels,<br />

including injury to crew and third parties, loss of and damage to third party property, and pollution.<br />

· Construction insurance that covers physical loss and/or physical damage to the Group's projects. If a<br />

customer purchases this insurance instead of the Group, then the customer contract typically provides<br />

that the insurance cover is required to be of the same standard and provide the same coverage as that<br />

which the Group would typically purchase.<br />

· Insurance for general liability, including product liability.<br />

The Group does not typically purchase professional indemnity, delay in start up or business interruption<br />

insurances.<br />

Pursuant to the settlement reached with Talisman under the Yme Agreement, Talisman, as the operator of the<br />

field, will be responsible for the decommissioning of the MOPU. The Group will take over the MOPU when it<br />

exits the 500 meter zone, where the platform is currently located, and will be responsible for transporting it to a<br />

yard where the MOPU will be scrapped. During decommissioning, ownership of the MOPUstor will remain<br />

with the Group. Upon handover by Talisman of the MOPU to the Group, ownership of the subsea structure<br />

will pass to Talisman. The Group has put insurance in place to cover the primary risks during the<br />

decommissioning stage, during which the ownership and risk (including the risk of collapse) of the MOPUstor<br />

will remain with the Group, and intends to put insurance in place to cover risks during the transportation to the<br />

yard where the MOPU will be scrapped.<br />

The Group believes that it is adequately insured in accordance with industry standards against normal risk in<br />

its operations and its hull and machinery insurances have recently been adjusted to better reflect replacement<br />

values. However, this insurance coverage generally may not continue to be available on reasonable terms.<br />

Should risks materialise (including the assertion of one or more large claims against the Group) that are not<br />

covered by the Group's or customer insurances, that exceed the available insurance coverage, or that are<br />

repudiated or otherwise not honoured by the insurer for any reason (including the insolvency of that insurer, or<br />

as a result of default by the relevant customer), this may cause the Group to suffer loss or, even if honoured by<br />

the insurer, may result in changes in the insurance policies (including insurance premium increases or the<br />

imposition of a large deductible or co-insurance requirement). This may have an adverse effect on the Group's<br />

business, results and financial condition.<br />

(u) Maintenance and repair for the Group's vessels and equipment may require substantial<br />

expenditure.<br />

The Group is required to maintain its vessels and equipment to certain standards and to maintain the<br />

certification of such vessels and equipment. Such maintenance may involve substantial costs. The Group's<br />

operations are dependent on the operating efficiency and reliability of its vessels and equipment in terms of<br />

operational worthiness and the safety environment. Any unexpected breakdown or non-performance of vessels<br />

and equipment is difficult to predict and in the event of downtime, additional costs and losses may be incurred<br />

by the Group's customers arising from the disruption of their workflow and scheduled activities and some of<br />

these costs may be passed on to the Group. Rectification of the breakdown or non-performance, depending on<br />

its severity, may also require replacement or repair of key components and there may be long lead times<br />

required in the procurement of these components. Such rectification on the affected vessels and equipment<br />

may require the Group to incur significant costs and may result in such vessels and equipment being out of<br />

service and being unable to generate revenue for the Group over extended periods of time. In such an event,<br />

the Group may be unable to meet its contractual obligations with its customers, which in turn may lead to<br />

0105735-0000002 AMCO:5624830.1 34

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