Prospectus - SBM Offshore

4. DIVIDENDS AND DIVIDEND POLICY
4.1 General
The Company may make distributions to the holders of Shares and other persons entitled to distributable
profits only to the extent that its equity exceeds the sum of the amount of the paid-in and called-up share
capital plus the reserves which must be maintained under Dutch law or the Articles of Association.
Under the Articles of Association, any profits must first be applied to pay a dividend on the Preference Shares,
if any are outstanding, before distribution of any remaining distributable profits to the other Shareholders.
None of the Preference Shares are outstanding at the date of this Prospectus. The Management Board is
authorised, subject to the approval of the Supervisory Board, to determine each year which part of any profits
remaining after such dividend payment on the Preference Shares will be reserved. Any profits remaining after
such reservation and dividend payment on the Preference Shares will be at the disposal of the Company's
general meeting of Shareholders (the General Meeting). The General Meeting may, upon the proposal of the
Management Board, such proposal having been approved by the Supervisory Board, resolve that payment of
dividend may be made wholly or partly in Shares.
Subject to Dutch law and the Articles of Association, the General Meeting may resolve to distribute an interim
dividend upon the proposal of the Management Board.
Any entitlement to a dividend distribution by a holder of Shares expires five years after the date those
dividends were released for payment.
The Company calculates the annual dividend in US dollar. Since the Ordinary Shares are quoted in euros,
payment of dividend in cash is made in euros calculated in accordance with the daily fixing rate as published
by the European Central Bank on the date of the General Meeting in which the relevant dividend proposal is
accepted by the General Meeting.
See also "Description of Share Capital and Corporate Governance – Dividends and other Distributions".
4.2 Dividend history
Over 2010, the Company declared a dividend of US$ 0.71 (EUR 0.48) per Ordinary Share, at the option of the
Shareholders payable in cash or in the form of Ordinary Shares. The exchange ratio for distribution in
Ordinary Shares was set at 75:2 based on the volume weighted average price of all Ordinary Shares traded on
Euronext Amsterdam on 23 through 27 May 2011. In aggregate, the Company paid a dividend of
US$ 60,763,000 in cash and issued 2,104,877 new Ordinary Shares as stock dividend.
Over 2011, in accordance with its dividend policy, the Company did not pay any dividend due to the negative
result for 2011.
Over 2012, in accordance with its dividend policy, the Company did not pay any dividend due to the negative
result for 2012.
Over 2013, the Company does not intend to pay a dividend in order to preserve and improve the Group's equity
position.
4.3 Dividend policy
The Company pursues a stable dividend policy. It is the policy of the Company to distribute an annual
dividend of 50% of the Group's net profit attributable to the Shareholders as shown by the Company's adopted
annual accounts for the relevant year.
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