2.1.5General Meeting of shareholders

Within six months of the end of the financial year, the Annual General Meeting (AGM) is held. The agenda for this meeting generally includes the following standard items:

  • The report of the Management Board concerning the Company’s affairs and management, as conducted during the previous financial year.
  • The report of the Supervisory Board and its committees.
  • The remuneration report(s) for an advisory vote.
  • The adoption of the Company’s financial statements, the allocation of profits and the approval of the dividend.
  • The discharge of the Management Board and of the Supervisory Board.
  • Corporate Governance.
  • The delegation of authority to issue shares and to restrict or exclude pre-emptive rights.
  • The delegation of authority to purchase own shares.
  • The composition of the Supervisory Board and of the Management Board.
  • Any other topics proposed by the Supervisory Board or shareholders in accordance with Dutch law and the articles of association.

Proposals to the agenda of General Meetings can be made by persons who are entitled to attend General Meetings, solely or jointly representing shares amounting to at least 1% of the issued share capital, or with a market value of at least EUR50 million. Proposals of persons who are entitled to attend shareholders meetings will only be included in the agenda if such proposals are made in writing to the Management Board not later than sixty days before that meeting.

With reference to the articles of association of SBM Offshore N.V., all shareholders are entitled, either personally or by proxy authorized in writing, to attend the General Meeting, to address the General Meeting and to vote. The articles of association do not provide for any limitation of the transferability of the ordinary shares and the voting rights of shareholders are not subject to any limitation.

At the General Meeting, each ordinary share with a nominal value of EUR0.25 each shall confer the right to cast one (1) vote. Each protective preference share with a nominal value of EUR0.25 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 law or the articles of association, all resolutions shall be adopted by an absolute majority of votes. The General Meeting may adopt a resolution to amend the articles of association of SBM Offshore N.V. by an absolute majority of votes cast, but solely upon the proposal of the Management Board, subject to the approval of the Supervisory Board. The articles of association are reviewed on a regular basis and were last amended on April 10, 2025.

On January 17, 2025 an Extra-ordinary General Meeting was held physically, during which the appointment of Lucia de Andrade and Denise Dettingmeijer as members of the Supervisory Board was proposed. A total of 120,249,532 ordinary shares participated in the voting, representing 68.18% of the then issued share capital of 176,361,365 ordinary shares. The proposed resolutions were adopted.

The 2025 AGM was held physically and shareholders could cast their votes prior to, and during, the meeting. 117,300,140 ordinary shares participated in the voting, equal to 66.51% (2024: 64.28%) of the then issued share capital of 176,361,365 ordinary shares. All proposed resolutions were adopted. The outcome of the voting of the meeting was published in a press release the same day and posted on the Company’s website the following day. Draft minutes were made available to the shareholders via the Company’s website within three months of the meeting.

Finally, SBM Offshore’s Policy on Shareholder Contacts and Dialogue can be found on the Company website (who-we-are/corporate-governance) as per best practice 4.2.2 of the Corporate Governance Code.