Prospectus - SBM Offshore

Record Date, subject to applicable securities laws. To the extent that a holder of Ordinary Shares does not
exercise his Rights, his proportionate ownership and voting interest in the Company will be reduced. Even if
an existing holder of Ordinary Shares elects to sell his Rights, the consideration he will receive, if any, may not
be sufficient to fully compensate him for the dilution of his percentage ownership of Ordinary Shares that may
be caused as a result of the Offering.
(c) If closing of the Offering does not take place on the Closing Date and the Offering is withdrawn,
whether or not as a result of a termination of the Underwriting Agreement, both the exercised and
the unexercised Rights granted will lapse without compensation to their holders and the
subscriptions for, and allotment of, Offer Shares that have been made will be disregarded.
It is expected that the closing of the Offering will take place on or about 22 April 2013. With respect to the
Offer Securities, the Company has entered into the Underwriting Agreement. If the closing of the Offering
does not take place on the Closing Date or at all, whether or not as a result of a termination of the Underwriting
Agreement, the Offering may be withdrawn.
Consequently, (i) both the exercised and unexercised Rights granted will lapse without compensation to their
holders, (ii) subscriptions for, and allotments of, Offer Shares that have been made will be disregarded, and
(iii) any subscription payments made and received by the Company or the Subscription, Listing and Paying
Agent will be returned without interest or compensation. The lapsing of Rights will be without prejudice to the
validity of any trades in Rights that have been settled. Any non-settled trades in Rights that have occurred on
Euronext Amsterdam will be deemed null and void. There will be no refund or compensation in respect of
Rights purchased in the market or in any other manner. All trades in Rights prior to the Closing Date are at the
sole risk of the parties concerned. The Joint Global Coordinators, SBM Offshore, HAL, the Subscription,
Listing and Paying Agent and Euronext Amsterdam do not accept any responsibility or liability with respect to
the withdrawal of the Offering or the related annulment of any transactions in Rights on Euronext Amsterdam.
Withdrawal of the Offering might have a material adverse effect on the market price of the Ordinary Shares.
(d) Issuance of additional equity by issuing new ordinary shares could lead to a dilution of
shareholders' stakes.
The Company may in the future require additional capital to fund its business operations or its internal or
external growth. Both the raising of additional equity through the issuance of new ordinary shares and the
potential exercise of conversion and option rights by the holders of convertible bonds or bonds with warrants
that may be issued in the future could lead to a dilution of shareholders' stakes. The acquisition of or
participation in other companies in return for newly issued Shares or the issuance of ordinary shares to
employees under future employee stock option plans could also lead to such dilution. In this regard, although
the Company has confirmed that it will not directly or indirectly issue shares during a period of 180 days as of
the date of this Prospectus, this does not apply to any Ordinary Shares or rights to Ordinary Shares issued to
employees of the Company or the Management Board under any incentive plans.
(e) A Shareholder or Shareholders holding a significant stake in the Company may, alone or together,
be able to exercise influence over certain corporate matters requiring the approval of the General
Meeting, including the election of members of the Supervisory Board and other significant
corporate actions. The interests of such a Shareholder or Shareholders may differ from those of
other Shareholders and they may vote at General Meetings in a way with which other Shareholders
do not agree, and which is prejudicial to the interests of other Shareholders.
Based on public filings in the register of substantial shareholdings kept by the AFM, the Company is aware of
only two Shareholders holding 5% or more of the aggregate issued share capital of the Company, and the
Company believes that there are a significant number of Shareholders each holding relatively small equity
stakes in the Company. However, and particularly given the fact that the Shares are admitted to listing and
trading on Euronext Amsterdam and are thus freely tradable, there can be no assurance that one or more
existing Shareholders, or third parties, may not acquire (further) Shares such that they hold a significant equity
stake in the Company in the future. One or more Shareholders with a significant shareholding may be able to
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