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Prospectus - SBM Offshore

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· The Company believes that the Group's success and results (including its ability to charge a premium<br />

for its services) is in part dependent on the strength of its reputation, as well as the reputation of its<br />

partners. Any damage to the reputation of the Group or its partners may result in existing customers<br />

withdrawing their business from the Group, or not awarding the Group future business or the<br />

opportunity to bid for future business, each of which could adversely affect the Group's business,<br />

results and financial condition.<br />

· The Group enters into turnkey contracts and lease and operate contracts with its customers. The<br />

choice as to whether a particular project is undertaken as a lease and operate contract, or a turnkey<br />

sale, is ultimately made by the relevant client. Whereas turnkey contracts typically generate neutral or<br />

positive cash flows from the engineering phase through the construction period of the vessel (as<br />

progress payments from customers are made), lease and operate contracts are capital intensive and<br />

typically require that significant amounts of third party debt funding be arranged. The Group is<br />

continuously seeking an optimal balance between its turnkey activities and its lease and operate<br />

activities that is consistent with its budgeted cash flows and capital requirements, and that takes into<br />

account considerations such as the availability of third-party debt funding, the cost of borrowing and<br />

the likely returns on borrowed monies. The Group may not always be able to maintain an optimal<br />

balance between turnkey contracts and lease and operate contracts, or, in the case of lease and operate<br />

contracts, may not be able to obtain the necessary third-party debt funding, each of which may<br />

adversely affect the business, results and financial condition of the Group.<br />

· The Group's current corporate transformation campaign may fail to meet objectives and generate risks<br />

(such as resistance to the transformation campaign by personnel) as well as ineffective processes or<br />

tools. If the Group is unable to deliver expected improvements the Group's business, results and<br />

financial condition could be adversely impacted.<br />

· There can be no assurance that the Group's Strategy Plan will be successfully implemented, or that the<br />

Group will (fully) realise the expected benefits of the Strategy Plan.<br />

· Employee, agent or partner misconduct or failure to comply with anti-corruption and other<br />

government laws and regulations could harm the Group's reputation, reduce its revenue and profit,<br />

and subject it to administrative, criminal and civil enforcement actions.<br />

· The Company may have violated anti-corruption laws, which, if true, could harm the Company's<br />

reputation, reduce its revenue and profit, and result in monetary penalties, criminal and civil sanctions<br />

and other remedies.<br />

· The Group is exposed to the risk of cost inflation and interest rate risk which could reduce the Group's<br />

profits and adversely affect its financial results.<br />

· The Group is exposed to the risk that a customer, or counterparty of a financial instrument, delays or<br />

defaults on a payment obligation which could reduce the Group's profits and adversely affect its<br />

financial results.<br />

3.6 Market and industry data<br />

All references in this <strong>Prospectus</strong> to market data and industry statistics are based on a number of sources,<br />

including independent industry publications, reports by market research firms or other independent<br />

publications (each an Independent Source), such as Pareto Securities (Pareto), International Energy Agency<br />

(IEA), Douglas-Westwood (DW), Wood Mackenzie (WM), International Maritime Associates (IMA) and<br />

IHS Inc. (IHS).<br />

The information in this <strong>Prospectus</strong> that has been sourced from the Independent Sources has been accurately<br />

reproduced and, as far as the Company is aware and able to ascertain from the information published by that<br />

0105735-0000002 AMCO:5624830.1 48

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