2.1Corporate Governance Statement

This section gives an overview of SBM Offshore’s corporate governance structure, describing the roles of the corporate bodies, the external and internal auditor, the General Meeting, and the foundation Stichting Continuïteit SBM Offshore. This section also outlines the extent to which SBM Offshore applies the principles and best practice provisions of the Dutch Corporate Governance Code.

On March 20, 2025 the Dutch Corporate Governance Code was revised to include a new Risk Management Statement (Verklaring Omtrent Risicobeheersing, VOR) for Dutch listed companies. The VOR introduces certain new risk declarations by management boards of Dutch listed companies on their approach to operational and compliance risks, sustainability reporting, and the effectiveness of internal control systems. Whilst SBM Offshore already disclosed certain risk management aspects in its annual report, following the VOR it has conducted a gap analysis and aligned its control frameworks with minor updates to meet VOR requirements and to substantiate an extended In Control Statement (section 2.8).

The Corporate Governance Code defines sustainable long-term value creation as one of the guiding principles. Amongst others, sections 1.3 and 3.1.4 describe SBM Offshore’s strategy for achieving sustainable long-term value creation, including the social, environmental and economical aspects thereof. It explains what effects the Company has had on people and the environment and how the interests of stakeholders have been considered (sections 3.1.4 – 3.6). Sections 1.3.2 – 1.4.2 describe SBM Offshore’s values, strategic priorities and the significant impacts, risks and opportunities linked with SBM Offshore’s business, as well as the key processes and business models to manage the same. In accordance with the Management Board rules, the Management Board is responsible for the incorporation and maintenance of the values, while paying attention to:

• the strategy and business model;
• the environment in which SBM Offshore operates;
• the existing culture within SBM Offshore, and whether it is desirable to implement any changes in this; and
• the social safety within SBM Offshore and the ability to discuss and report actual or suspected misconduct or irregularities.

Following internal review, the Company updated its Management Board and Supervisory Board rules as well as the Diversity & Inclusion Policies for the Supervisory Board and Management Board, including Senior Management, in 2025. Reporting on Diversity and Inclusion target realization can be found in section 2.1.9. As per best practices 1.1.5 and 4.2.2, the Company has a Stakeholder Engagement Policy and Shareholder Contacts and Dialogue Policy in place.

The details of compliance with the Corporate Governance Code and referenced documents are available on SBM Offshore’s website (who-we-are/corporate-governance). The full text of the Corporate Governance Code can be found at www.mccg.nl.