2012 Sustainability selection - SBM Offshore

Responsibility of Shareholders
In accordance with best practice IV.4.4. of the Corporate Governance Code, a shareholder shall exercise the right
of putting an item on the agenda only after having consulted the Managing Board. If one or more shareholders
intend to request that an item be put on the agenda that may result in a change in the Company’s strategy, e.g.
through the dismissal of one or more members of the Managing Board or of the Supervisory Board, the Managing
Board shall be given the opportunity to stipulate a reasonable response period which may not exceed 180 days.
The Managing Board shall use the response time for further deliberation and constructive consultation under the
monitoring of the Supervisory Board and shall closely involve the Supervisory Board in this process.
Attendance and Voting Rights at the Meeting
With reference to the articles of association, all Shareholders are entitled to attend the GMs, to address the GM
and to vote. At the GM each Ordinary Share with a nominal value of € 0.25 each shall confer the right to cast one
(1) vote. Each protective preference share with a nominal value of € 0.25 each shall confer the right to cast one
(1) vote, when issued. None of the protective preference shares have been issued to date. Unless otherwise
required by the law and articles of association all resolutions shall be adopted by an absolute majority of votes.
The Code’s principles also require that proxy voting means are made available, with the intention of maximising
shareholder participation in GMs of the Company. At the GM of 5 May 2011 a proxy voting system was provided
through the Royal Bank of Scotland (RBS) and Algemeen Nederlands Trustkantoor B.V. (ANT) as independent
third party.
At the AGM of 16 May 2012, 89,956,218 ordinary shares participated in the voting, equal to 52.47% (2011:
46.23%) of the then total outstanding share capital of 171,503,723 ordinary shares.
At the EGM of 27 June 2012, 84,174,264 ordinary shares participated in the voting, equal to 49.08% of the then
outstanding capital of 171,503,723 ordinary shares.
All the proposed resolutions were approved with a vast majority of the votes. The outcome of the voting was
posted on the Company’s website on the day following the respective meeting.
Notice to convene a Meeting
The notice for the AGM was published within the required time electronically on the Company website and on
www.rbs.com/evoting. Publication of the agenda was announced in a press release.
Dividend
The Management Board is authorised, subject to the approval of the Supervisory Board, to determine each year
what part of the profits shall be transferred to the reserves, and what part will be distributed as dividend. The
policy of the Company in 2012 was to pay out 50% out of the net result of the Company’s continuing operations,
realised in the accounting year. Under the policy of the Company, 50% of net income is generally proposed for
distribution as dividend but due to the negative result for 2011, no dividend was proposed to the AGM to be held
on 16 May 2012. Due to the negative result also for the year 2012, no dividend will be proposed to the AGM in
2013.