2008 Annual Report - SBM Offshore

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SBM Offshore Annual Report 2008 / Financial Statements 2008 141Other informationAppropriation of profit1. When drawing up the annual accounts, the Board of Management shall charge such sums for the depreciation of the Company’sfixed assets and make such provisions for taxes and other purposes as shall be deemed advisable.2. Any distribution of profits pursuant to the provisions of this article shall be made after the adoption of the annual accounts fromwhich it appears that the same is permitted.The Company may make distributions to the shareholders and to other persons entitled to distributable profits only to the extentthat its shareholders’ equity exceeds the sum of the amount of the paid and called up part of the capital and the reserves whichmust be maintained under the law.A deficit may be offset against the statutory reserves only to the extent permitted by law.3. a. The profit shall, if sufficient, be applied first in payment to the holders of preference shares of a percentage as specified in b.below of the compulsory amount due on these shares as at the commencement of the financial year for which the distributionis made.b. The percentage referred to above in subparagraph a. shall be equal to the average of the Euribor interest charged for loans witha term of twelve months – weighted by the number of days for which this interest was applicable – during the financial year forwhich the distribution is made, increased by two hundred basis points.4. The management board is authorised, subject to the approval of the supervisory board, to determine each year what part of theprofits shall be transferred to the reserves, after the provisions of the preceding paragraph have been applied.5. From the balance of the profit then remaining, the holders of ordinary shares shall if possible receive a dividend of four per cent onthe nominal value of their share holding.6. The residue of the profit shall be at the disposal of the general meeting of shareholders.7. The general meeting of shareholders may only resolve to distribute any reserves upon the proposal of the management board,subject to the approval of the supervisory board.With the approval of the Supervisory Board, it is proposed that the profit shown in the Company income statement be appropriated asfollows (in US$):Profit attributable to shareholders 223,172,000In accordance with Article 29 clause 4 to be transferred to retaining earnings 87,751,000Remains 135,421,000In accordance with Article 29 clause 5 holders of ordinary shares will receive a dividend of 4%on the nominal value of their shares i.e. 4% of € 36,403,497 2,035,000At the disposal of the General Meeting of Shareholders 133,386,000Pursuant to the provisions of Article 29 clause 5 of the Articles of Association, it is proposed that the balance be distributed amongthe shareholders. The dividend will be paid 50% in cash and 50% in stock. Full details are given in the Agenda for the Annual GeneralMeeting of Shareholders of SBM Offshore N.V. to be held on 14 May 2009, under agenda item number 3 and in the notes thereto.
142SBM Offshore Annual Report 2008 / Financial Statements 2008To the shareholders of SBM Offshore N.V.Auditor’s reportReport on the financial statementsWe have audited the accompanying financial statements for the year 2008 of SBM Offshore N.V., Rotterdam. The financial statementsconsist of the consolidated financial statements and the company financial statements. The consolidated financial statementscomprise the consolidated balance sheet as at 31 December 2008, the income statement, statement of changes in equity and cashflow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The companyfinancial statements comprise the company balance sheet as at 31 December 2008, the company income statement for the year thenended and the notes.Management’s responsibilityManagement of the Company is responsible for the preparation and fair presentation of the financial statements in accordance withInternational Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code,and for the preparation of the report of the Board of Management in accordance with Part 9 of Book 2 of the Netherlands Civil Code.This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentationof the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriateaccounting policies; and making accounting estimates that are reasonable in the circumstances.Auditor’s responsibilityOur responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance withDutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurancewhether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to theentity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.Opinion with respect to the consolidated financial statementsIn our opinion, the consolidated financial statements give a true and fair view of the financial position of SBM Offshore N.V. as at31 December 2008, and of its result and its cash flow for the year then ended in accordance with International Financial ReportingStandards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.Opinion with respect to the company financial statementsIn our opinion, the company financial statements give a true and fair view of the financial position of SBM Offshore N.V. as at31 December 2008, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.Report on other legal and regulatory requirementsPursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of our competence,that the report of the Board of Management is consistent with the financial statements as required by 2:391 sub 4 of the NetherlandsCivil Code.Rotterdam, 10 March 2009KPMG ACCOUNTANTS N.V.J.C.M. van Rooijen RA
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2008 Annual Report - SBM Offshore

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