1 Business Environment

1.1 At a Glance

1.1.1 Message from the CEO

It is with great pride that I look back at the progress made by our organization over 2025.

Our teams are embracing the excellence journey we set out to pursue together. And through that, we are striving to deliver on our ’True. Blue. Transition.’ promise, which guides SBM Offshore in fulfilling a sustainable role in society.

This year, we brought three of the industry’s largest and most complex Floating Production Storage and Offloading (FPSO) units with an aggregate 655,000 barrels of oil equivalent per day capacity online within six months, setting yet another standard for pace and operational excellence in the deepwater offshore industry.

FPSOs Almirante Tamandaré and Alexandre de Gusmão delivered first oil to Petrobras in February and May, and FPSO ONE GUYANA delivered first oil to ExxonMobil in August. These units transitioned seamlessly from the yard phase into the production phase, each more efficiently than the previous, bringing learnings from one to the next.

SBM Offshore’s fleet now stands at 16 FPSOs, with a total daily production volume closing in on 2 million barrels; all whilst maintaining consistent safety and uptime performance. These results are a testament to the capabilities of our teams and their unwavering commitment to protecting the health and wellbeing of those involved in our activities.

Our safety culture is the foundation of everything we do. This year, the dedication of our teams enabled us to meet one of our most important commitments: delivering our operations with zero fatalities or permanent impairment injuries. Achieving this in a year of such intense activity underscores the depth of our care for one another and the strength of the systems we continue to refine.

This is the very essence of the value creation we seek as a learning organization, continuously improving and refining every element of our lifecycle FPSO offering: designing, constructing, commissioning, operating and ultimately decommissioning each vessel.

Our long-term strategy of Advancing the Core and Pioneering More continues to bear fruit.

We have delivered eight Multi-Purpose Floaters (MPFs). Six are now in operation and two have been delivered to projects under construction. With two more in progress, we are well-positioned in a strong market.

Our three major projects under construction: FPSO Jaguar for ExxonMobil, FSO Chalchi for Woodside, and FPSO GranMorgu for TotalEnergies, are progressing as per plan. Equally, the preparations in our new countries of operation, Mexico and Suriname, are progressing in line with our operational readiness plans.

Optimizing asset lifecycle management is key to delivering the value inherent in our backlog. To further our operational efficiency and leverage the scale of our fleet, we are building strategic collaborations with Cognite and SLB to industrialize our ability to leverage fleet data. These partnerships enable us to accelerate such optimization capabilities, making our fleet more efficient, reliable and safe.

Similarly, we are engaging with innovation partners in robotics, with an ambition to transform how we execute certain activities to reduce personnel exposure and increase productivity.

SBM Offshore’s expertise in ocean infrastructure positions us to support more sustainable growth of the Blue Economy through decarbonization, diversification, purposeful innovation and standardization. We are committed to offering long-term solutions to our clients to support the energy transition and contribute to moving the market towards its net-zero ambitions. This year, we achieved ABS Approval in Principle for an FPSO design integrating carbon capture technology, developed with Mitsubishi Heavy Industries, allowing for up to 80% reduction in GHG emissions. We also advanced the design of a Blue Ammonia FPSO.

Presenting opportunities and challenges, 2025 was not without its headwinds. Shifting international dynamics have renewed the world’s focus on energy security within the energy trilemma. With market activity increasing in our key regions, we remain selective, pursuing only the highest quality projects that generate the right returns and leverage our unique skills. Our core business, refined through a decade of our Fast4Ward program, has proven robust and resilient, positioning us well for the strong FPSO market outlook in the Atlantic basin. Much attention this year has been paid to potential tenders, as well. We are establishing our presence in emerging markets, such as Namibia, to position commercial readiness.

The fundamentals of our organization – strategy, technical expertise, and commercial mindset – are firmly in place. The year’s results provide clear proof of our ability to fulfill our mission profitably. This success is built on the talent and dedication of our people. We have strengthened our focus on inclusion, diversity and equity, ensuring our workforce reflects the societies in which we operate, and we are committed to fostering an environment where every employee can thrive and contribute to our shared purpose.

Such solid performance by our teams is a clear testament to the pursuit of excellence in all that we do. This commitment is reflected in several key achievements with Directional revenue of US$5.1 billion and Directional EBITDA of US$1.7 billion for 2025 and a Directional EBITDA guidance for 2026 of around US$1.8 billion. A 57% increase in cash returns to shareholders is supported by a robust backlog and a healthy and rising demand for newbuild, large, and complex FPSOs across our focused regions.

In closing, I remain confident in the depth of our ocean infrastructure expertise, the outstanding capabilities of our teams, and the resilience of our business model. We continue to uphold the highest standards of safety and maintain excellence in every element of our lifecycle offering, setting benchmarks within our industry. These results would not be possible without the trust and support of our stakeholders, for which I am sincerely grateful.

Thank you for your ongoing confidence in SBM Offshore and in our journey together.

Company Highlights

1.1.2 2025 In Brief

1.1.3 Performance Summary

Over the years, SBM Offshore has matured its performance management, data control, target setting and reporting – most notably from 2014 – using the Global Reporting Initiative (GRI) as the main framework, which integrates business and Environmental, Social and Governance (ESG) topics in one Materiality Assessment.

The last Materiality Assessment was conducted in 2023 and is renewed every four years. In the intervening years, when necessary, SBM Offshore makes updates to the assessment in light of shifts in the surrounding context, including relevant changes in economic, environmental and social impacts.

According to the European Sustainability Reporting Standards (ESRS), the sustainability information shall disclose the material data, and distinguish between information required by the Standards and other information included in the report.

The topics included in the report are embedded and reflected in SBM Offshore’s strategy, processes and plans. In the 2024 report, in order to comply with the ESRS requirements and to provide a clearer narrative, the 12 topics resulting from the 2023 Double Materiality Assessment (DMA) were divided into two main categories and chapters: Business and Sustainability. This approach has been also adopted for this 2025 report.

Included in chapter 1, along with an explanation of SBM Offshore’s business context, are the six topics purely related to the business and strategy: Energy Transition; Operational Excellence and Quality; Digitalization; Innovation; Market Positioning; and Economic Impact.

The remaining six topics assessed as material in accordance with the ESRS are presented as Material Topics and reported in the Sustainability Statement (chapter 3).

Last year, the Management Board and Supervisory Board members were consulted and validated the changes to the reporting structure. SBM Offshore is confident that the actual structure provides a clearer understanding of the business, management approach and performance.

To provide a concise summary and quick overview of the material topics, the table below aims to present the key policies, targets, metrics and performance. Each material topic is further detailed in its respective section in chapter 3 – Sustainability Statement.

1. Balancing emissions associated with market-based office-related emissions.
2. Including the use of certified climate projects to compensate any residual scope 1 and 2 emissions.
3. The 2016 base year considers the emissions performance of 202 kg CO₂e/tonnes of HC.
4. D&R strategic plans are a set of actions and a framework to ensure viable and timely cleaning, dismantling, and recycling options.
5. Target units in 2025 are the offshore production facilities with cessation of production expected by 2029: FPSOs N'Goma and Espirito Santo.
6. Tier 1 PSE with more than 3 severity weight points as per API 754.
7. Based on IOGP definition.
8. All suppliers included.
9. Criticality ’E’ is assigned to suppliers and items that do not have critical issues related to Health and Safety, Environment, Cost, Schedule, or Reputation criteria, and therefore are not included in the severity and likelihood criticality rating process.

1.2 Business Context

Global climate ambitions remain high, yet delivery is increasingly constrained by political cycles, economic uncertainty, and disparate policy execution. Mainstream energy scenarios now converge on a trajectory in which global warming exceeds 2°C by the end of the century. Under current assumptions, the International Energy Agency projects warming of approximately 2.5°C in its Stated Policies Scenario and close to 2.9°C under existing policies.  And while technological pathways for decarbonization are well established, progress is lagging due to the scale of investment required and the pace of implementation.

At the same time, global energy demand continues to grow. By 2035, total energy consumption is expected to increase by 8–15%, driven almost entirely by emerging economies. Efficiency improvements and electrification play a meaningful role in moderating demand growth, but they are not sufficient to offset the structural expansion of energy needs.

Digitalization is adding a new and rapidly growing layer of demand, with electricity consumption from data centers expected to double within the next five years. The transition itself is introducing new structural risks. Supply chains for critical minerals are highly concentrated, creating exposure to geopolitical and trade disruptions.

Within this context, the energy transition is advancing, with electricity becoming the dominant energy carrier and renewables expanding at scale. Meanwhile, oil and gas are expected to remain integral to the global energy system for decades. Depending on policy outcomes, oil demand may peak within the next decade, but under current policy settings it could continue to grow well beyond it. Natural gas follows a similar trajectory, remaining essential for power generation and industrial applications, peaking later than oil in more ambitious transition pathways.

In the near term, geopolitical and macroeconomic volatility is likely to influence investment decisions, delaying less resilient projects. Over the longer term, the need to replace declining reserves supports solid market fundamentals. Capital allocation in new energy solutions is becoming increasingly selective, with greater emphasis on scalability, resilience, and returns.

Together, these trends reinforce the importance of balanced portfolios, disciplined investment, and technology advancement. As these dynamics reshape the global energy landscape, the offshore environment emerges as an increasingly strategic domain for both traditional and new energy value chains.

1. IEA, World Energy Outlook 2025

1.2.1 Blue Economy

The Blue Economy looks at the vast potential of the oceans, seas and coasts to bring sustainable economic growth to both developing and developed countries, creating jobs and prosperity for people while maintaining the long-term health of the ocean environment. It brings together various economic sectors and the policies governing them, to ensure the overall impact on ocean resources is sustainable.

Every year, the Blue Economy has an estimated turnover of between US$3 and US$6 trillion¹. From maritime transport to fisheries and aquaculture, marine renewable energy and carbon sequestration to coastal tourism, it encompasses a wide range of economic activities and growing opportunities.

SBM Offshore, with its decades of experience in ocean infrastructure, is part of the Blue Economy. The capabilities gained from delivering over 500 floating structures worldwide already play a role in various value chains, such as the oil and gas sector and offshore wind. Such skills and expertise are also readily transferable to other value chains, and SBM Offshore is actively exploring new avenues within the Blue Economy to deliver sustainable economic growth in the world’s oceans.

1. From the United Nations Department of Economic and Social Affairs Exploring the potential of the blue economy | United Nations.

1.2.2 Market segmentation

SBM Offshore delivers FPSOs that process well fluids into stabilized crude oil for temporary storage on board, before being offloaded to a shuttle tanker. Oil and gas enhanced recovery systems − such as water injection, gas injection, chemical injection and gas lift systems − are used to improve efficiency and production levels. SBM Offshore provides full lifecycle solutions for FPSOs, including design, engineering, procurement, construction, installation, commissioning, operation and decommissioning.

Leveraging its Fast4Ward program, SBM Offshore accelerates FPSO project delivery, reduces costs and enhances HSSE performance through standardization. SBM Offshore also invests in the development of decarbonization technologies, aiming to provide the market with long-term solutions to support the energy transition. The latest FPSO designs include several carbon reduction features, such as CO₂ removal from gas streams, all-electric integration and deepwater intake risers.

SBM Offshore is a recognized technology provider for Turrets and Mooring Systems (TMS) and fluid swivels, providing the offshore industry with a complete range and variety of solutions delivered through a full EPCI product lifecycle.

Through its subsidiary, Imodco, SBM Offshore supplies offshore (off)loading terminals. The Catenary Anchor Leg Mooring (CALM) is a Single Point Mooring (SPM) system composed of a floating buoy that performs the dual function of keeping a tanker moored and transferring fluids while allowing the ship to weathervane. The Tower Loading Unit (TLU) is also an SPM system, suitable for shallow water depths, harsh environments, and multiple transfer applications. SBM Offshore provides full lifecycle solutions for terminals, including design, engineering, construction, installation and after sales services.

When it comes to the installation of its floating facilities, SBM Offshore is able to propose integrated installation services with in-house installation engineering expertise together with its own dedicated installation vessel, the Normand Installer, which was specifically built for deepwater mooring installation and hook-up. It therefore offers SBM Offshore a unique value proposition for its FPSO installation, as the sole FPSO provider maintaining full control of its floater installation.

SBM Offshore consistently leverages data to optimize fleet operations and asset lifecycles. Its portfolio of services focuses on reliability, integrity and performance of offshore assets.

Floating offshore wind turbines enable access to deeper water than conventional fixed-bottom wind turbines. This reduces visibility from shore and expands the viable area for wind energy deployment, potentially to areas with higher and steadier wind characteristics. Since 2023, SBM Offshore has been leveraging its Float4Wind^® concept with tension leg mooring alongside its experience in EPCI for floating solutions to tap into the developing FOW market. These activities are carried out by Ekwil, a joint venture between SBM Offshore and Technip Energies, created in 2024.

Floating Energy Hubs are ocean infrastructure assets addressing the limitations of traditional shore-based power systems. The demand for lower-carbon electric power is sharply increasing, and SBM Offshore is exploring the provision of reliable, affordable, lower-carbon electricity to both decarbonize offshore power generation and contribute to supporting the electricity grid in offshore environments. SBM Offshore has signed a few partnership agreements in this field to further advance the development and commercialization of a floating gas-powered hub with carbon capture.

SBM Offshore has developed, with a partner, a qualified carbon capture module to capture carbon emissions from the gas turbines onboard FPSOs. This compact modular solution allows a reduction of more than 70% of the overall emissions associated with the production of oil and gas from FPSOs. The solution leverages SBM Offshore’s industry-leading Fast4Ward principles and is an important milestone towards SBM Offshore’s net-zero ambition.

SBM Offshore’s CO₂-injection Tower Loading Unit enables a cost-efficient alternative scheme to carbon capture and storage (CCS) pipeline projects with three functions: carrier berthing, CO₂ transfer, and hoisting the injection booster pumps to match the offshore CO₂ storage reservoir pressure.

SBM Offshore’s suite of jetty-less concepts for safe and cost-efficient transfer systems is well suited for ammonia export or import projects, characterized by the large and frequent loading or offloading of ammonia carriers.

1.3 Strategy and Value Creation

1.3.1 Purpose and Promise

As experts with a heritage of pioneering innovation, SBM Offshore has been at the forefront of deepwater ocean infrastructure for over 60 years and is committed to advancing the responsible harnessing of ocean resources. SBM Offshore’s purpose is to share this experience for a better blue tomorrow, as the oceans play a fundamental role in the sustainable future of the world.

Energy is fundamental to human progress, prosperity and wellbeing. It is also the cornerstone of SBM Offshore’s story. According to analysis from the IEA, the world will need all energy sources for years to come to meet global demand. SBM Offshore has a long track record of delivering complex projects and market-leading ocean infrastructure serving the offshore energy sector. With its deepwater expertise, SBM Offshore is renowned for designing, building and operating innovative solutions that have enabled more efficient oil and gas production while protecting life above and below water. Despite the challenges inherent in its business, SBM Offshore is committed to supporting and contributing to the energy transition through innovation, product development and reducing emissions, seeking to advance towards a net-zero future by working collaboratively within the value chain and the broader energy ecosystem.

True. Blue. Transition. is SBM Offshore’s  promise, guiding the Company’s ambition to fulfil a sustainable role in society. It both illustrates a continuous drive for progress and aligns the fundamental beliefs of the organization with its actions. This promise recognizes the strength of the Group’s strategy and potential across the blue economy, positioning SBM Offshore for meaningful growth in current and future markets. Simply put, it is about advancing the core and pioneering more.

SBM Offshore remains committed to its core activities, while advancing towards a net-zero future. To support this, SBM Offshore develops ocean infrastructure solutions promoting the decarbonization and increasing efficiency of traditional oil and gas production through proven and progressive ocean infrastructure expertise.

At the same time, SBM Offshore applies its capabilities to unlock new markets by expanding its interests within the energy industry and other sectors. Its innovative ocean infrastructure, pioneering spirit and expertise present enormous potential for other sectors to grow through new business operations and models. To maximize these opportunities, SBM Offshore partners with other progressive organizations – sharing values, risk and reward – to amplify the impact of its work.

1.3.2 Values and Capabilities

SBM Offshore’s core values are the foundations of its identity and guide every aspect of operations – shaping behavior, directing actions and decisions, and driving commitment in pursuit of its goals. The values recognize that achieving success in this sector is enormously complex. They also reflect the responsibility SBM Offshore has as a company, with its individual actions having a significant effect on people, the planet and the future.

We uphold our principles with honesty to build lasting trust.

We put the protection of people and the environment first.

We unite around a shared purpose to deliver innovative solutions and excellence together.

We demonstrate discipline and accountability in both individual responsibilities and collective success.

To embed these values and nurture a strong organizational culture, SBM Offshore employees, called ’SBMers’, are supported by a leadership framework, called RISE, and robust people-centric practices as outlined in section 3.3.1.

SBM Offshore’s market-leading capabilities are the power behind its ’True. Blue. Transition.’ promise.

SBMers possess a wide range of competencies and expertise. Teams maintain exceptional levels of efficiency while adapting to different customers, markets and scenarios. This set of transferable skills, coupled with the flexibility to meet the needs of existing and emerging markets, power SBM Offshore’s strategy.

SBM Offshore is a business with innovation deeply rooted in its DNA. With a history of achieving progress in an economically, environmentally and socially profitable way, SBM Offshore’s ongoing delivery of ’industry firsts’ is a testament to this, recognizable throughout the offshore world.

SBM Offshore offers a large collective of experts spanning the entire lifecycle of the asset, from engineering to construction to operations and decommissioning. This means it can provide the greatest level of certainty to the market. SBM Offshore consistently provides customers with solutions that create value, meet specified performance targets and offer a high delivery assurance.

SBM Offshore has built a mature, fully integrated and adaptive model of global partnerships, joint ventures and supplier relationships. Its ability to collaborate within the business and beyond enables the offer of a seamless delivery model in which risk and reward are appropriately shared throughout the value chain, promoting best-value outcomes for customers. It is a model that supports regional nuances and is adaptable to local economies and communities, enabling SBM Offshore to deliver anywhere in the world.

SBM Offshore’s innovative financial solutions and contracting models provide customers with sustainable, economically viable ways to embark on projects. Enabling functions create the optimal model for the successful delivery of highly complex projects and their subsequent operations. Combined, these capabilities deliver sustainable business growth and create long-term value for its people and partners.

Thanks to the Target Excellence program and its objectives: ’No Harm, No Defects, No Leaks’, SBM Offshore is able to safeguard people and assets, while managing its impact on the environment and climate. SBM Offshore strengthens this commitment through its annual HSSE Day, which celebrates and promotes protecting life across all company activities.

1.3.3 Strategic Priorities

SBM Offshore’s strategy and capabilities come together to define the strategic priorities guiding daily operations towards longer-term goals.

SBM Offshore understands its customers’ needs and strives to consistently deliver on its promise to provide competitive and high-performing solutions with unwavering dedication to health, safety and protection of the environment.

SBM Offshore seeks to play a constructive role and contribute to the energy transition. This means advancing the decarbonization journey and diversifying with the aim of unlocking new markets. SBM Offshore aspires to achieve net zero by 2050, with intermediary targets for 2030 to reach carbon neutrality in scope 1 and 2 emissions and significantly reduce the carbon intensity for scope 3 downstream leased assets.

At the same time, SBM Offshore explores new ocean infrastructure solutions and develops strategic partnerships to expand into attractive growth sectors.

SBM Offshore focuses on maximizing value from its existing backlog, while expanding it through both traditional and new business opportunities and ensuring responsible development and more sustainable growth. By accurately estimating costs and maintaining robust gross margins, SBM Offshore balances risk and profitability through the business lifecycle, all while fostering a culture of financial discipline, cash focus and cost awareness. Through these efforts, SBM Offshore consistently delivers competitive, attractive returns for its shareholders.

1.3.4 Value Creation

Sharing experience for a better blue tomorrow is the basis for long-term stakeholder value. Value is defined by the associated benefits for SBM Offshore’s stakeholders and ESG contributions. Sustained value capture is enabled by SBM Offshore’s organization model and business model, and is supported by six business topics and six material topics.

SBM Offshore’s organization model represents the internal mechanisms through which SBM Offshore creates value. Business activities are organized to maximize financial and societal value, benefiting SBM Offshore’s stakeholders.

A cash-generating platform that delivers the contractual backlog, comprising SBM Offshore’s operating fleet and turnkey projects. Ocean Infrastructure SBMers:

• drive excellence by providing competitive, high-quality and high-performing products and services;

• grow economic value by being technically and commercially responsible.

An opportunity-generating platform, dedicated to maintaining a competitive influx of new prospects and businesses, developing innovative execution models and contributing to the energy transition. Win and Grow SBMers:

• unlock new markets for SBM Offshore;

• progress decarbonization and diversify by exploring new partnerships and ocean infrastructure solutions.

GR&S power value creation through top-tier resources, services and processes, working transversely across multiple projects. GR&S SBMers:

• provide expertise across the entire product lifecycle, ensuring clients are offered solutions and services that create value;

• drive excellence by ensuring competitive and high-quality services on time and on budget.

The Enabling Functions ensure business delivery through the provision of expertise, solutions, infrastructure and systems. Enabling Functions SBMers:

• drive excellence by leveraging the expertise of a diverse workforce and digital technologies;

• coordinate SBM Offshore’s expertise to ensure seamless end-to-end solutions.

SBM Offshore delivers value along the full lifecycle of clients’ ocean infrastructure projects, from technology and business development, to execution, operations and responsible recycling.

SBM Offshore engages in innovation, research and development (R&D) and product development activities with the aim of:

• developing new technologies and products to capture opportunities in the blue economy;

• lowering the carbon footprint of SBM Offshore’s products and fleet operations;

• improving SBM Offshore’s competitiveness by identifying, developing and offering new technologies and products.

SBM Offshore prioritizes early engagement with clients. Its business development activities focus on driving sustainable business growth and ensuring a profitable backlog for current and new products and services. SBM Offshore ensures optimum results for clients by offering various financing models:

• Under a lease-and-operate contract, the facility is sold to asset-specific companies to charter and operate the asset for the client throughout its lifecycle. The project debt-financing is arranged at the asset-specific company level and SBM Offshore’s Revolving Credit Facility is generally used to cover working capital requirements during construction.

• Under a build-operate-transfer (BOT) model, SBM Offshore builds and commissions the unit and leases and operates it for a defined period (the start-up phase) before sale to the client. After the sale, SBM Offshore may continue to operate the asset for a defined period under a separate operations and maintenance contract.

• Under a sale‑and‑operate contract, ownership of the asset is transferred to the client over the construction period. A turnkey gross margin is generated during construction, and SBM Offshore may continue to operate the asset for a defined period under a separate operations and maintenance agreement.

• Under a direct sale, the client finances the construction of the unit. A turnkey gross margin is generated during construction, similar to a sale‑and‑operate model. No operation and maintenance scope is included..

After SBM Offshore is awarded a contract, the project execution phase begins, during which SBM Offshore executes Engineering, Procurement, Construction and Installation (EPCI). SBM Offshore delivers conceptual studies, basic design and detailed design through in-house engineering resources. Procurement of equipment and services represents a substantial part of the total cost of constructing a floating production system. SBM Offshore has an integrated supply chain, in line with its Fast4Ward principles, partnering with suppliers to execute projects.

While maintaining responsibility for delivery and project management, SBM Offshore outsources most construction activities and has agreements in place with yards that allow delivery of floating production systems through different execution models and local content requirements. The installation of floating facilities is carried out using specialized installation vessels and requires specific engineering expertise and project management skills.

SBM Offshore also provides services ranging from inspection and maintenance of terminals to digital asset-management services.

SBM Offshore provides asset operation and maintenance services for its clients. Since uptime performance of the facility directly impacts production volumes, SBM Offshore pursues operational excellence, delivering value to clients. For FPSOs, these services can be based on fixed-lump-sum or reimbursable contracts.

At the end of the asset lifecycle, facilities are decommissioned and recycled. For company-owned FPSOs, SBM Offshore manages the asset decommissioning, including disconnection from subsea production and mooring, and works with recycling facilities that have suitable infrastructure, an adequate management system and trained staff, to ensure that internationally-recognized regulations are followed.

1.4 Impacts, Risks and Opportunities

SBM Offshore seeks business opportunities, whilst managing risks and potential adverse impacts. Section 1.4.1 describes the risk appetite and section 1.4.2 provides the details on business activities and associated opportunities. The climate change impact, risk and opportunity is located in section 3.2.1.

1.4.1 Risk Appetite

The Risk Appetite Statement 2025 sets the guidance and boundaries for the activities conducted by SBM Offshore in pursuit of its strategic objectives, aligned with both business topics and material topics. It provides guidelines in terms of the amount of risk that SBM Offshore is willing to accept in protection or pursuit of value.

Risk appetite is defined, established and maintained through a structured process that involves business units, assurance bodies and the Management Board. This process ensures alignment between SBM Offshore’s strategy, the assessment of operational risks and opportunities, and the evolving business environment. Each risk appetite statement is defined with explicit executive accountability, supported by underlying metrics, and is measured and monitored on a quarterly basis with results presented to the Audit Committee.

In line with the Dutch Corporate Governance Code, the Management Board reviews the Risk Appetite Statement annually to ensure that SBM Offshore maintains the right balance between risk and opportunity while creating value for its stakeholders. Continuous monitoring ensures that changes in risk appetite are communicated and managed by the Management Board with oversight by Audit Committee and Supervisory Board.

The significant parts of SBM Offshore’s Risk Appetite Statement and their mapping are displayed below.

1.4.2 Significant Impacts, Risks and Opportunities to the Business

As SBM Offshore delivers on its opportunities and manages its risk appetite, it faces business risks with potential financial consequences, described in the table below. These risks are linked with SBM Offshore’s business and material topics, as per its risk breakdown structure and the risk appetite mentioned above. The outcomes of risk management processes and tooling are used in the double materiality assessment explained in section 3.1.4.

For further details on the approach to impacts, risks and opportunities, please refer to sections 2.5 and 2.5.1.

Key opportunities for the business are related to the energy transition and flow from the reduction of emissions, the growth of alternative energies, innovation and decommissioning of aging assets. These opportunities are incorporated in SBM Offshore’s strategy and explained under sections 1.5.1.2 and 1.5.2. The financial performance resulting from this strategy is detailed in chapter 4.

The key processes to manage impacts, risks and opportunities are:

• Risk Management and Internal Control System (see section 2.5).

• HSSE risk management.

• Human Rights Due Diligence, as part of supplier and yard qualifications.

• Environmental and Social Due Diligence, as part of project financing.

• Alignment with clients’ Environmental Impact Assessments.

• Client Relationship and Opportunity Management Process.

1.5 Business Performance

The main financial highlights of the year and their associated financial impact are reported in section 4.1.4 Financial Review Directional.

SBM Offshore recognizes that, in order to be a high-performance company, it must strive for excellence. Operational Excellence and Quality includes themes such as ’Operational Governance’ section 2.7 and ’Target Excellence’ focusing on ’No Harm, No Defects, No Leaks’. SBM Offshore’s aim is to improve collaboration, knowledge-sharing and organizational learning.

SBM Offshore remains committed to full compliance with all applicable laws and regulations, and to deliver products and services meeting regulatory requirements and applicable specifications and requirements imposed by relevant stakeholders by:

• Promoting a quality and compliance culture;

• Maintaining ISO 9001:2015 certification;

• Systematically identifying applicable regulatory requirements and ensuring compliance;

• Achieving and maintaining conformity, compliance and acceptance of SBM Offshore’s products and services;

• Supporting the continuous improvement of business processes and ways of working.

SBM Offshore embeds continuous improvement into its ways of working across the product lifecycle. Collaboration between Turnkey, Global Resources and Services, and other key areas ensures that performance is analyzed and lessons learned are captured. These insights drive enhancements to business processes and tools across the organization.

This approach strengthens SBM Offshore’s ability to mitigate risks associated with project execution, process safety, human capital, regulatory changes, and operational challenges, such as the integrity of aging assets, certification compliance and supply chain resilience.

During 2025, all relevant permits, licenses, authorizations, notifications and certificates were duly granted and maintained for all of SBM Offshore’s offshore facilities. SBM Offshore incurred no operational fines that exceeded the threshold for the category of fines considered ‘significant’ (see sections 3.6.4 and 3.7.4).

SBM Offshore actively promoted ’Target Excellence’ through – amongst others – work front engagements, stand downs at yards, vessels and offices. SBM Offshore is proud of the following achievements:

• Maintained SBM Offshore’s ISO 9001:2015 certification;

• Effective use of independent third parties for inspection, verification and assurance services related to execution and operations activities;

• Completion of the implementation of the ’Quality Journey’ program;

• Organized global ’Quality Day’;

• Investigated Quality incidents and managed performance across SBM Offshore;

• Conducted the ’Learning from Performance’ process across life cycle;

• Implemented applicable learnings in the tendering and the set-up for future FPSOs;

• Further digitalization of quality processes.

1.5.1 Ocean Infrastructure

1.5.1.1 Projects

SBM Offshore continues to grow its portfolio of ocean infrastructure solutions by delivering high-performing products and services tailored to clients’ requirements.

SBM Offshore’s project success is built on proven technology expertise and extensive execution experience. Projects are delivered on time, within budget, and to the highest standards of quality, safety and sustainability in line with SBM Offshore’s Target Excellence. Through SBM Offshore’s Project Directorate and project dashboards, SBM Offshore tracks key performance indicators to ensure project performance reflects its commitment to excellence.

SBM Offshore’s approach is forward-looking and continues to drive excellence through:

• Proactive customer engagement to align on goals and deliver value to customers;

• Standardization and optimization of product design and execution to enhance competitiveness, improve quality, and accelerate time-to-market, while minimizing emissions; and

• A growing focus on the energy transition, leveraging SBM Offshore’s core capabilities to develop cost-effective, lower-carbon solutions for the FPSO sector, as well as for alternative energy and blue economy markets.

SBM Offshore’s project portfolio progressed according to schedule, marked by the significant achievement this year of delivering three assets successfully within a six-month period.

Across time zones and continents, SBM Offshore’s dedicated project teams collaborated closely with clients, partners, yards, and suppliers to ensure the project portfolio was delivered on schedule and within budget, whilst upholding the highest standards and safeguarding the health and safety of everyone involved and the environment. 

SBM Offshore is grateful to all stakeholders whose partnership and dedication made these achievements possible.

• FPSO Almirante Tamandaré (Petrobras) – Following successful first oil in February 2025, the FPSO was formally on hire as of February 16, 2025. After gas-injection was safely started up, the FPSO achieved its nameplate capacity (225,0000 barrels of oil per day) on August 14, 2025. In October, following the safe increase of production through debottlenecking, the unit reached a record 270,000 barrels of oil per day (largest production record in Brazil).

• FPSO Alexandre de Gusmão (Petrobras)¹ – The FPSO installation and first oil from the field were safely achieved in May 2025 and the FPSO was formally on hire as of May 24, 2025. Soon after, flare out was achieved in record time without a safety incident, underscoring SBM Offshore’s commitment to delivering excellence on time.

• FPSO ONE GUYANA (ExxonMobil) – The FPSO was completed, commissioned successfully and sailed away from Singapore in February 2025. Following a successful installation campaign, oil production was safely started on August 8, 2025, with gas-injection commencing at industry leading pace.

• FPSO Jaguar (ExxonMobil) – The topsides’ fabrication is progressing as per plan and the Fast4Ward^®MPF hull successfully undocked as scheduled, allowing the commencement of the module lifting and integration campaign at the yard in Singapore. First oil is expected in 2027.

• FPSO GranMorgu (TotalEnergies) – SBM Offshore’s standard MPF hull was delivered to the project on schedule in the first quarter of 2025, and further hull outfitting commenced according to the planned timeline. Engineering and supply chain work have progressed well, and topsides fabrication has started in China. First oil is expected in 2028.

• FSO Chalchi (Woodside) – Engineering and supply chain activities are well advanced. The construction of the FSO hull and the Disconnectable Turret Mooring (DTM) system, are under way in China. The FSO is expected to be ready to receive oil in 2028.

• In 2025, one Fast4Ward^®MPF hull was delivered: MPF C in CMHI for FPSO GranMorgu and one was delivered in 2024 MPF 5 in SWS for FPSO Jaguar.

• Two more MPF hulls are under fabrication: MPF 6 in SWS and MPF D in CMHI for future potential FPSO projects.

Imodco has been delivering projects in Nigeria where Fast4Ward principles are being used to enable local content as well as a better time frame for the end client. As a first mover on the concept of ammonia terminals, Imodco also obtained Approval in Principle (AiP) from ABS, DNV, ClassNK and BV.

Imodco has also provided worldwide support for SBM Offshore’s own fleet and clients’ units, ranging from studies to executing life-extension scopes, performing critical interventions offshore and supplying full EPC services for capital spares.

In 2025, SBM Offshore successfully and safely concluded the FPSO mooring hook-up for FPSO ONE GUYANA in Guyana, using its installation vessel, the Normand Installer (NI), and also supported the offshore installation of FPSO Alexandre de Gusmão in Brazil.

In addition to supporting SBM Offshore’s own FPSO installations, SBM Offshore successfully and safely completed several other offshore installation services such as the mooring pre-installation for Equinor’s Petrojarl Rosebank FPSO offshore the UK’s west Shetland Islands, the repair of one of the mooring lines for Shell on Bonga FPSO offshore Nigeria, before starting the pre-installation of the deepwater mooring system for the Raia Project in Brazil for TFMC do Brazil, for end client Equinor. This last project is the deepest installation project for SBM Offshore to date, with Torpedo anchors deployed in up to 3,000 meters water depth.

During the year, the Normand Installer safely and successfully completed an extensive maintenance and upgrade program in dry dock, preparing her for the next five years of offshore operations.

SBM Offshore also secured, earlier in 2025, the full transport and installation contract for deepwater mooring installation for the Kaskida Project in the US Gulf for bp.

SBM Offshore contributes to the future of ocean infrastructure by combining operational strength with responsibility. Through its Fast4Ward program and technology roadmap, SBM Offshore is bringing market-ready solutions to reduce emissions and setting new benchmarks for blue economy asset efficiency.

1. Source: Agência de Notícias Petrobras

1.5.1.2 Operations

An experienced workforce comprising more than 4,100 personnel ensures the safe, reliable and efficient operation of SBM Offshore’s offshore assets, generating predictable and sustainable revenue and operating cash-flows for the business. The fleet encompasses 16 FPSOs, geographically distributed around the Atlantic Basin, aiming to provide traditional hydrocarbon energy with the lowest possible carbon emissions during the production phase.

Key to this are policies, commitments and mechanisms described in sections 3.3.2 and 1.5, with a sharp focus on continuous improvement. This is achieved by identifying opportunities for improvement and embedding lessons learned into SBM Offshore’s Group Enterprise Management System (GEMS) and Group Technical Standards (GTS). As a subset of GEMS, SBM Offshore is advancing the ’Manage Assets on a Page’ (MAP) project, an adaptive framework based on Plan-Do-Check-Act (PDCA) methodology, to strengthen governance within the fleet operations.

The SBM Offshore fleet had the following historic performance:

• Over 8.2 billion barrels of production cumulatively to date;

• 12,233 oil offloads cumulatively to date;

• 419.7 cumulative contract years of operational experience¹.

SBM Offshore employs a proactive, risk-based approach to asset management, leveraging digital reliability and integrity solutions to automate surveillance. This enables an optimized deployment of resources and increased efficiency and availability of safety, production and marine systems. To ensure that SBM Offshore’s activities have a positive impact on the local communities in which SBM Offshore is present, the fleet has several programs aligned with the Material Topics focused on well-being and personnel development, emissions reduction and environmental protection.

In 2025, three new units entered into operation sustaining a high volume of activity, as observed in the previous years. SBM Offshore maintains its record of zero Fatalities and Permanent Injuries (FPI). This performance reflects the robustness of the HSSE management system and the increased focus on preventing high-potential incidents.

Initiatives to enhance operational safety, process safety, quality and efficiency continued throughout the year:

• Continued focus on process safety management, including piloting a live bow-tie barrier model;

• Strengthening governance and assurance;

• Developing safety programs aligned with industry best practices including human performance.

• FPSO Almirante Tamandaré, with an initial production capacity of 225,000 barrels of oil per day, successfully underwent debottlenecking, allowing it to reach peak production of 270,000 barrels of oil per day, making it the highest-ever producing asset in Brazil.

• FPSO Alexandre de Gusmão achieved first oil on May 24, 2025. Production ramp-up continues at a steady pace.

• The remaining Brazilian fleet continued to deliver strong performance with robust reliability, reflecting both asset maturity and resilience.

• The decommissioning of FPSO Capixaba continues in Frederikshaven, Denmark. The responsible recycling project advances at a steady pace, following through the equipment removal, disposal and dismantling stages.

• Three FPSOs, Liza Destiny, Liza Unity and Prosperity, continue safe and strong production.

• FPSO Liza Unity achieved production of 270,000 barrels of oil per day.

• FPSO ONE GUYANA arrived in country and achieved first oil on August 8, 2025.

• In Angola, SBM Offshore signed an extension of contract until 2032 for FPSO Saxi Batuque and FPSO Mondo.

SBM Offshore has pursued four different transactions with the aim of maintaining focus and excellence in its operating portfolio:

• FPSO Kikeh officially departed from the SBM Offshore fleet after SBM Offshore and MISC Berhad concluded the final agreement on January 31, 2025.

• FPSO Esprito Santo:SBM Offshore completed the full acquisition of the equity interest from MISC Berhad of the lease and operating entities related to the FPSO.

• FPSO Aseng exited the SBM Offshore fleet after SBM Offshore and GEPetrol completed the transaction related to the Share Purchase Agreement on December 17, 2025.

• Thunder Hawk Unit is no longer affiliated with the SBM Offshore fleet after transfer of the asset to Talos Exploration LLC.

Brownfield Project Services (BPS) is now well-established and positioned as a complement and support to SBM Offshore operations in expanding the offer of full life cycle asset management services. The main achievements for 2025 were:

• Significant brownfield activities undertaken on the Guyana fleet’s water injection systems to ensure long-term integrity.

• Projects to increase the Persons on Board (POB) on multiple Brazilian FPSOs enable sustainable and economical long-term integrity of the assets. POB increase has been achieved on FPSO Cidade de Anchieta and is ongoing on FPSO Cidade de Paraty and FPSO Cidade de Ilhabela.

• Completion of the Kizomba C Life Extension Front-End Engineering Design (FEED), establishing the project scope, execution plan, and budget. The study enabled ExxonMobil’s life-extension decision, leading to the extended operations contracts for the Kizomba C FPSOs (Saxi Batuque and Mondo) through 2032. This initiative represents SBM Offshore’s largest brownfield project to date.

As offshore installations age, the original coating systems become less effective, leading to an increase in the integrity scope over time. Capacity to accommodate resources onboard is limited, and maintaining the integrity of aging assets is a significant challenge for the industry.

Throughout 2025, major progress was made to ensure long-term reliability and integrity of SBM Offshore’s fleet. SBM Offshore continued to focus on preserving the asset condition and optimizing the balance between capacity and workload with innovative ways of working and technologies. Preservation and fabric maintenance activities continue to be a key priority to maintain the condition of assets, along with a broad array of initiatives focused on the enrichment and reduction of maintenance tasks. Improved integrity and inspections strategies successfully improved efficiency and productivity.

Focusing on accurate, fleetwide planning for the maintenance campaigns improved decision-making throughout the lifecycle of the assets. Simultaneously, technology is actively used to increase productivity and optimize the focus of people onboard. These efforts are strengthening SBM Offshore’s position in risk management, driving efficient asset management and minimizing personnel exposure.

SBM Offshore is committed to safe, environmentally sound asset recycling performed in full compliance with SBM Offshore’s Responsible Recycling Policy. The policy applies – amongst others – the principles of the EU Ship Recycling Regulation 1257/2013 or equivalent. The recycling of the FPSO Capixaba is progressing according to plan and in line with SBM Offshore’s policies and leading industry standards. Completion is expected in 2026, with best practices and reuse of materials.

During 2026, SBM Offshore will concentrate on operational stability, fleet efficiency and uptime of the new generation of FPSOs with the aim to improve cash generation and deliver SBM Offshore’s backlog.

With new units joining the fleet in the coming years, SBM Offshore will advance its efforts to secure operational readiness in the new portfolio countries where growth both onshore and offshore are expected. Building operational capability in Mexico and Suriname will continue to be a priority, with a special focus on initiatives involving social and environmental projects and an established organizational framework.

SBM Offshore is reinforcing the journey of digital enablement throughout the organization. Solutions for fleet operational performance optimization will continue to be utilized and further developed. Technology applications have been deployed and will be further expanded fleetwide to optimize human resources in priority scopes. For example, using robotics technology to minimize human exposure to risks onboard supports the ambition to continuously improve integrity and reliability activities.

1. The cumulative contract years of operational experience are calculated based on the number of days in operations from first oil for each unit until the last day that SBM Offshore has operated and continues to operate, divided by 365.

1.5.2 Win and Grow

Market positioning is central to maintaining a strong global presence, responding effectively to market dynamics, and capturing opportunities in emerging regions. Robust business development serves as a key indicator of organizational success, with the number of projects awarded being a critical performance metric. By reinforcing its market positioning, SBM Offshore mitigates competitiveness risks outlined in Section 1.4.2.

SBM Offshore made the following achievements in 2025:

• Signed an O&M contract with TotalEnergies for the FPSO GranMorgu, part of the Block 58 field development project in Suriname. The agreement covers the operations readiness phase prior to first oil and O&M services for a minimum of two years post-first oil, with extension options.

• Received confirmation from ExxonMobil of the Final Investment Decision (FID) for the project to extend the lifespan of FPSO Mondo and FPSO Saxi-Batuque until 2032 (Kizomba C Project), following the recent signing of Addendum No. 2 to the Production Sharing Agreement (PSA) for Block 15 with the Angolan National Agency for Petroleum, Gas and Biofuels (ANPG). Resulting in the extension of the lease and operate contracts for both FPSOs until 2032. The Brownfield projects for Kizomba-C FPSOs have been kicked-off with Exxon in January 2026.

• Submitted the lowest price proposals to Petrobras for two FPSOs to be installed in the deepwater section of the Sergipe-Alagoas basin¹.

• Secured a contract from bp for the wet tow and installation of the Kaskida semi-submersible Floating Production Unit (FPU) in the US Gulf.

• Received an award from Petrobras for a study to evaluate the integration of carbon capture modules on future FPSOs. The scope includes design and commercial assessment of multiple carbon capture configurations for deployment on Petrobras-operated fields¹.

• Entered an exclusive digital alliance with SLB to optimize offshore production system performance. This collaboration combines SLB’s subsurface, subsea, and surface expertise with SBM Offshore’s full FPSO lifecycle capabilities to create an AI-powered digital ecosystem. The initiative aims to enhance FPSO asset management, improve uptime, and reduce total cost of ownership for offshore operators.

• Achieved Approval in Principle (AiP) for the Blue Ammonia FPSO, with validation provided by the ABS class society. This milestone underscores SBM Offshore’s commitment to pioneering clean ammonia solutions and advancing industry standards for sustainable offshore energy production.

• Carried out research for a client on floating ammonia solutions, exploring FSRU, FSO, and FPSO concepts. This work contributes to new methods for producing and storing ammonia offshore.

In 2026, SBM Offshore will continue early engagement with clients and collaborate with vendors and partners to further improve project development concepts, time-to-market, production and cost-efficiency.

SBM Offshore actively seeks new business opportunities to drive future revenue growth from sustainable activities by leveraging over 60 years of expertise to support the energy transition, foster value creation through the blue economy, and progress the net-zero ambition – extending its reach beyond FPSOs by turning lower-carbon solutions into scalable commercial infrastructure. Technology and product development teams work closely with the business and develop concepts, prototypes and pilot projects aimed at reducing emissions and diversifying the product portfolio.

These initiatives may also take the form of co-development projects in partnership with clients and other stakeholders, reinforcing collaboration as a cornerstone of sustainable progress. SBM Offshore recognizes that the adoption of these solutions is heavily dependent on client decisions, which are affected by local and international policies and financial considerations. However, through this approach,  SBM Offshore is seeking to address the energy trilemma while mitigating oil price dependency, portfolio risks, and climate change, described in section  1.4.2. Disclosures are found in chapter 3. More detailed information on product developments are as follows:

A new  FPSO design, ready to be offered to the market with AiP from ABS this year, marks a major milestone in SBM Offshore’s ambition towards net-zero emissions by 2050. The FPSO design incorporates GHG emission-reduction technologies, including Carbon Capture and Storage (CCS), that collectively achieve up to a 80% reduction in lifecycle emissions of the asset. It is fully integrated with SBM Offshore’s proven Fast4Ward design and standardized delivery model.

SBM Offshore and Mitsubishi Heavy Industries, Ltd (MHI) have produced an FPSO carbon capture module design, qualified by DNV, based on a combination of MHI’s CO₂ capture technology and SBM Offshore’s Fast4Ward principles. This year, SBM Offshore undertook studies on installing the modules on future FPSOs, examining the design and commercial evaluation of various carbon capture system configurations, alongside different turbine types, gas flow rates, CO₂ concentrations and gas compositions.

After successfully completing the ammonia swivel qualification in 2024, SBM Offshore achieved qualification for a comprehensive ammonia terminal solution in 2025, supporting the midstream section of the value chain. SBM Offshore also earned AiP in September 2025 from ABS for a new design for a floating production storage and offloading (FPSO) unit focused on the production of blue ammonia, by converting extracted natural gas into ammonia while capturing the CO₂ via carbon capture and storage (CCS) technology. This positions SBM Offshore at the forefront of the emerging ammonia value chain, where the alternative fuel will ultimately serve as lower-carbon energy source for the power and maritime transportation sectors, as well as serving the global ammonia market.

In March 2025, SBM Offshore and Microsoft entered into a strategic collaboration agreement to accelerate the development of lower-carbon floating power barges. This partnership leverages SBM Offshore’s expertise in offshore energy solutions and Microsoft’s digital innovation capabilities to advance the deployment of floating power units designed for lower-carbon electricity generation. The collaboration aims to deliver scalable, reliable, and sustainable power solutions, addressing the growing global demand for clean energy, particularly for critical industries such as data centers and ports.

Ekwil, a 50/50 fully dedicated Floating Offshore Wind joint venture between SBM Offshore and Technip Energies, has established itself in the global floating offshore wind market, proposing the full delivery of floaters and associated mooring systems, thanks to its comprehensive technology portfolio and EPC expertise. In 2025, Ekwil announced that its Float4Wind™ tension-leg platform (TLP) received AiP from ClassNK. This confirmation followed a detailed assessment of the updated design and represents an important milestone in the development of Ekwil’s TLP technology.

SBM Offshore is focused on purposeful innovation, introducing solutions that advance its blue economy strategy with a disciplined approach. This is achieved through a systematic stage-gate approach for introducing new technologies, guaranteeing comprehensive validation prior to launch. The Technology Readiness Level (TRL) methodology, which is based on American Petroleum Institute standards, incorporates prototype testing and detailed FEED-level planning as essential elements of its risk-based qualification process. Each initiative is designed to deliver measurable impact and align with long-term strategic goals by encouraging collaboration across all teams and ensuring ideas progress from concept to full implementation.

Intellectual property is safeguarded through the filing of patents and trademarks, securing trade secrets and proprietary expertise. SBM Offshore maintains IP integrity through document classification and by establishing non-disclosure agreements with partners to control access to sensitive technologies. Comprehensive freedom-to-operate assessments are conducted to respect third-party rights. This approach encourages innovation while minimizing the risks linked to deploying new technologies.

In 2025, SBM Offshore continued the development of new technologies focused on decarbonization and alternative energy sources, dedicating 14% of its technology development budget to initiatives that qualify under the EU Taxonomy, following the eligibility KPI criteria outlined in section 3.6.1.2. During this period, SBM Offshore filed 48 new patents, expanding its portfolio to 117 families focused on renewables and FPSO components. Out of 39 technology projects advanced in the year, 18 reached TRL 4. This level indicates that the technology meets the required reliability, function, and performance criteria under the intended operating conditions, making it ready for deployment.

Key development projects undertaken in 2025:

• Progression of the SBM Offshore robotics initiatives to reduce high-risk human activities and to improve the efficiency of inspection and maintenance activities on the fleet. In 2025, four initiatives achieved TRL 4 status, enabling additional robotic deployments.

• Three new asset management technologies have been validated to TRL 2 leveraging advanced materials and scaling-reduction technologies to lower maintenance needs in the fleet. Readiness of these technologies is expected in 2026.

• The industry-first Remote-Con ABS notation in FPSO Liza Unity, achieved in 2024, was followed by the same notation obtained for FPSO Prosperity in 2025, the second in the world. This represents continuous improvement and scaling of remote-control technologies in the fleet.

• The seawater intake riser, an important component of the lower-carbon FPSO design, achieved TRL 4 qualification in 2025. The technology enhances topsides energy efficiency and enables the market-readiness of the solution.

• An updated design package for the next generation MPF hulls, as part of SBM Offshore’s Fast4Ward program. The new hull design addresses the market needs for next generation FPSO projects and incorporates the lessons learned from the first generation of standardized hulls.

• Continuous improvement of fluid swivels focusing on reducing footprint and simplifying maintenance of turret moorings. In 2025, TRL 4 was achieved for a compact swivel stack arrangement.

• The high-voltage segmented swivel concept achieved TRL 3, bolstering SBM Offshore’s proprietary segmented technology to answer market needs on offshore electrification.

• SBM Offshore’s installation capabilities were further advanced through the development of a novel and proprietary solution for the riser recovery market.

• Development of Floating Storage and Injection Units (FSIUs) as a key solution for offshore CO₂ sequestration projects, complementing SBM Offshore’s proven TLU CO₂-injection terminal to enable storage and continuous injection operations while optimizing offloading efficiency.

• Further advancement on Freshwater Floating Production Unit (FPU) developments, aimed at delivering offshore desalination and producing clean water for coastal and industrial use. SBM Offshore signed a strategic partnership agreement with Veolia to develop and market a scalable lower-carbon solution, supporting regions facing water scarcity.

• SBM Offshore allocated 22% of its development budget to projects that directly support decarbonization and the shift to sustainable practices.

SBM Offshore maintains a proactive approach in assessing the alignment of its research and development initiatives with EU Taxonomy regulations, pursuing innovative offshore technologies and prioritizing the development of new solutions in collaboration with clients and value chain partners.

Through investment in information technology and data-driven capabilities, SBM Offshore is enhancing operational efficiency and unlocking new growth opportunities. This approach integrates modernization initiatives with service diversification and creates a powerful combination of internal digital collaboration and strategic external partnerships.

In 2025, SBM Offshore announced its partnership with Cognite, to create an AI-ready data foundation that integrates data generated from across the entire asset lifecycle of the global fleet. This unified platform enables real-time insights, predictive analytics, and automated workflows, reducing complexity and improving decision-making.

Also in 2025, SBM Offshore and SLB formed an exclusive digital alliance to optimize FPSO performance and vertically integrate reservoir to topsides. This collaboration combines SLB’s subsurface, subsea and surface expertise with SBM Offshore’s full FPSO lifecycle capabilities to create a digital ecosystem aimed at ensuring maximum uptime and reliability.  

The Cognite and SLB strategic partnerships are important milestones in SBM Offshore’s Program for Accelerating Collaboration and Excellence (PACE), following a digital strategy to drive execution excellence, deliver tangible benefits and position SBM Offshore at the forefront of digital transformation in the offshore energy sector.

Internally, SBM Offshore is also advancing Enterprise Excellence with long-term roadmaps for data management, integrated IT and OT cybersecurity, and a comprehensive solutions investment plan.

The successful deployment of Microsoft Copilot continues to elevate employee performance through AI-driven capabilities. The Microsoft Centre of Excellence has formalized a FinOps strategy, ensuring optimized cloud operations. Meanwhile, plans for the next evolution of the SBM Enterprise Data Platform are progressing in alignment with emerging technologies.

SBM Offshore continues its ERP deployment journey through the Integra program. In previous years, the ERP System (IFS) had been deployed in SBM Offshore’s main operating regions. In 2025, it was further extended to the remaining Operations holding entities. An EPCI pilot covering Imodco entities has also been released, paving the way for further EPCI deployments.

SBM Offshore will continue to invest in a transparent, data-driven culture, delivering a modern digital experience for all employees. Leveraging robust Enterprise Architecture, SBM Offshore ensures a future-ready ecosystem that maximizes infrastructure uptime, performance, and regulatory compliance.

Management of any impacts associated with cyber security is described in section 1.4.2.

1. Source: Agência de Notícias Petrobras

2 Governance

2.1 Corporate 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.

2.1.1 Corporate Governance Structure

SBM Offshore N.V. is a public company with limited liability (Naamloze Vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam. Its shares are listed on Euronext Amsterdam. It has a two-tier board comprising a Supervisory Board and a Management Board, each with distinct responsibilities as defined by law, its articles of association, the Corporate Governance Code, and the respective board rules. The Management Board rules and the Supervisory Board rules outline the procedures and ways of working for each board.

2.1.2 Management Board

The Management Board consists of two members: Øivind Tangen (Chief Executive Officer or CEO) and Douglas Wood (Chief Financial Officer or CFO). For a description of the expertise and experience of the Management Board, reference is made to the end of this section.

The Management Board manages the Company and is responsible for the continuity of the Company and its business. In carrying out its duties, the Management Board focuses on sustainable long-term value creation and takes into account the interests of the relevant stakeholders. The Management Board is accountable to both the Supervisory Board and the General Meeting for its management tasks. While individual members of the Management Board are assigned specific primary responsibilities, the Management Board as a whole remains collectively responsible for the management and the general affairs of SBM Offshore as well as the business connected to it.

Each year, the Management Board presents the Company’s long-term strategy and the operational plan for the following financial year to the Supervisory Board. The Company’s strategy is built around the business topics and material topics that have been identified as priority for the Company (sections 1.1.3 and 3.1.4 ), whereby the material topics have been determined through stakeholder engagement. The related objectives which enable the quantification and measurement of progress in implementing the strategy are regularly reviewed. Both the long-term strategy and the operational plan are adopted after the Supervisory Board’s approval.

The Management Board is responsible for identifying and managing the risks related to the Company’s strategy and business activities including strategic, operational, compliance and reporting risks. It is also responsible for establishing the Company’s risk appetite and for implementing measures to manage assumed risks. The Management Board designs, implements and maintains an adequate internal risk management and control system, annually monitors its design and operation, amongst others by carrying out a systematic assessment, and renders account of its effectiveness. Attention is paid to observed weaknesses, instances of misconduct and irregularities, indications from whistle blowers, lessons learned and findings from the internal audit function and the external auditor. Following the revision of the Corporate Governance Code in March 2025, minor updates to the Company’s internal risk management and control systems were made. The Management Board regularly discusses the Company’s risk appetite and its findings on the effectiveness of the Company’s internal risk management and control systems with the Audit Committee and Supervisory Board. A quarterly risk report is provided to the Audit Committee and is reviewed during the Audit Committee meetings.

The Management Board has adopted corporate core values: Integrity, Care, Collaboration and Ownership that contribute to a culture focused on sustainable long-term value-creation for the Company. These values are regularly discussed with the Supervisory Board, and the Management Board actively promotes them through leading by example. The Management Board is responsible for embedding and upholding these values throughout the organization. To support these values, the Management Board has drawn up a Code of Conduct and oversees its effectiveness and compliance. Findings and observations related to the Code of Conduct are shared with the Supervisory Board. More information about the ways of working of the Management Board is available in the Management Board rules, which can be found on the Company’s website (who-we-are/corporate-governance).

Management Board members are appointed, and can be suspended or dismissed, by the General Meeting. Further information regarding these procedures can be found in the articles of association of SBM Offshore N.V.

Before accepting positions outside SBM Offshore, Management Board members must inform the Supervisory Board and obtain its approval. Mandates are reviewed annually by the Supervisory Board and must not conflict with the Company’s interests. Members of the Management Board may also be appointed to the statutory board of the Company’s operational entities. The Company is compliant with best practice 2.4.2 of the Corporate Governance Code.

The Management Board is supported in its operational activities by Alexander Glenn (Chief Operating Officer or COO) and Olivier Icyk (Chief Business Officer or CBO), both of whom are non-statutory directors. The CEO, CFO, COO and CBO together form the Executive Leadership Team. The Executive Leadership Team advises and supports the Management Board in decision-making on operational and business matters, as well as implementing the Company’s strategy. It further provides input to Management Board decisions that impact the sustainable longer-term success and strategy of SBM Offshore and is responsible for ensuring that Management Board decisions are implemented throughout the organization.

The Executive Committee facilitates decision-making without prejudice to the statutory responsibilities of the Management Board. At year-end 2025, the Executive Committee is comprised of the Executive Leadership Team, the Managing Directors of Turnkey, Global Resources and Services, Operations, and Enterprise Optimization, as well as the Group Communications Director, the Sales and Marketing Director, the Technology, Innovation and Product Development Director, the Group HR Director and the Group HSSEQ and Sustainability Director.

The Group HSSEQ and Sustainability Director maintains a dedicated focus on health, safety, security, environment, quality and other sustainability-related topics across the Company. His expertise is leveraged to keep both the Executive Leadership Team and the Executive Committee informed and up-to-date. Additionally, the organization regularly conducts in-depth reviews of sustainability related topics, facilitated by internal experts or external advisors. As a result, senior management either possesses or can access the appropriate skills and expertise relevant to oversee sustainability matters. In 2025, all Management Board members and senior management participated in a sustainability training session focused on ESG governance and the EU regulatory landscape, to strengthen oversight of sustainability-related topics.

The Executive Committee is composed of members with diverse and relevant backgrounds. In principle, the Executive Committee convenes quarterly, with ongoing engagement between meetings. During these sessions, strategic, operational, financial and organizational topics are discussed, alongside sustainability and ESG matters. The Executive Committee provides regular updates to the Management Board – at least quarterly, or more frequently as needed – regarding significant impacts, risks, opportunities, and the implementation and effectiveness of due diligence, policies, actions and metrics, including targets related to ESG and sustainability. Each member of the Executive Committee reports directly to a member of the Executive Leadership Team, ensuring clear accountability and communication.

The Executive Committee of SBM Offshore is not an executive committee as referred to in the Dutch Corporate Governance Code.

SBM Offshore N.V. does not have a Works Council or Central Works Council. The relationship with works councils or employee representation organizations is maintained at the level of the individual entities that employ the staff in the various jurisdictions where the Company operates.

Øivind Tangen

Chief Executive Officer and member of the Management Board, Norwegian nationality, 1973, male

Initial appointment in 2022

Øivind Tangen was appointed as member of the Management Board and Chief Operating Officer at the 2022 Annual General Meeting and became Chief Executive Officer in April 2024. He joined SBM Offshore in 2002, as operations readiness engineer. He subsequently acquired a rich experience in international projects and operational management, from Nigeria to Angola and Nova Scotia, Canada. Returning to Monaco in 2014, he held the position of Group Strategy Director and subsequently Director of Group Execution Functions. In December 2016, he was appointed as Managing Director Operations. Øivind Tangen began his career in offshore engineering with ABB Offshore Systems in Oslo.

He holds an MSc in naval architecture from Trondheim University in Norway and a master’s degree in MEDEA (Energy, Environmental Management and Economics) from ENI Corporate University in Milan.

Øivind Tangen is member of the Supervisory Board of Ekwil S.A.S., a 50% subsidiary of SBM Offshore for Floating Offshore Wind projects.

Douglas Wood

Chief Financial Officer and member of the Management Board, British nationality, 1971, male

Initial appointment in 2016

Douglas Wood joined SBM Offshore as Group Financial Director in October 2016. During the Company’s Extraordinary General Meeting of November 30, 2016, he was appointed as a member of the Management Board and took over the role of CFO. Prior to joining SBM Offshore, Douglas Wood worked for Shell for 23 years in various financial management positions, latterly as CFO and Director of Showa Shell Sekiyu K.K. in Japan. His other roles included Vice President Finance and Planning Exploration (Shell Upstream International) and Head of Business Performance Reporting and Financial Planning (for Shell Exploration and Production).

Douglas Wood is a Fellow of the Chartered Institute of Management Accountants since 2006 and in 1993 obtained a degree in Classics at Oxford University.

ALEXANDER GLENN

Chief Operating Officer and member of the Executive Leadership Team, British nationality, 1972, male

Initial appointment in 2024

Alexander Glenn was appointed as member of the Executive Leadership Team and Chief Operating Officer on April 12, 2024. He joined SBM Offshore in 2007 as an Operability Engineer and then proceeded to gain a wide experience in international projects and operational management from Asia, to Europe, West Africa, North America and Brazil. In 2017, Alex Glenn was appointed Operations Director for the global fleet, and subsequently Program Director for the development and deployment of an integrated business management system, before being appointed Managing Director of Operations in April 2022. Alex Glenn began his career in offshore operations with Maersk Contractors in the UK sector of the North Sea. 

Alexander Glenn holds a degree in marine technology from the University of Newcastle Upon Tyne.

OLIVIER ICYK

Chief Business Officer and member of the Executive Leadership Team, French nationality, 1972, male

Initial appointment in 2024

Olivier Icyk was appointed as member of the Executive Leadership Team and Chief Business Officer on April 12, 2024.  He joined SBM Offshore in 1996 as Project Engineer for installation projects, then taking the role of Project Manager on many SBM Offshore products (CALM buoys, Turrets, FPSOs) for 15 years. He later became Fleet Operation Readiness Manager, before moving to FPSO Business Acquisition Director, later leading the FPSO Product Line and, from 2021, as Managing Director Floating Production Solutions, responsible for all product development, business acquisition and project execution for the FPSO, Turret and Installation Product Lines. Olivier Icyk has around 30 years of experience in the oil and gas industry, having started his career working with other contractors in South-East Asia. 

Olivier Icyk holds a degree in offshore engineering from École Centrale de Marseille.

2.1.3 Supervisory Board and Committees

The Supervisory Board is composed of six members. The Supervisory Board supervises the Company policies, the management and the general affairs of the Company and the business connected to it. It oversees the effectiveness of the design and operation of the internal risk management and control systems and the integrity and quality of the financial and sustainability reporting. Additionally, the Supervisory Board supervises how the Management Board develops and implements the Company’s strategy on sustainable long-term value-creation, taking into account financial and non-financial risks. The Supervisory Board advises the Management Board and regularly discusses the Company’s strategy, its implementation and the associated key risks. In the performance of its duties, the Supervisory Board acts in the interests of SBM Offshore, and considers relevant stakeholders. Furthermore, certain material decisions of the Management Board, as stipulated in the Dutch Civil Code, the articles of association or the Management Board and Supervisory Board rules, require the Supervisory Board’s prior approval.

The Supervisory Board has established three subcommittees: the Audit Committee, the Appointment and Remuneration Committee and the Technical and Commercial Committee. The Appointment and Remuneration Committee operates in two distinct capacities: i) preparing the selection and appointment of Management Board and Supervisory Board members and ii) preparing decision-making regarding remuneration matters. Each subcommittee assists and advises the Supervisory Board in fulfilling its responsibilities. More information about the ways of working of the Supervisory Board and its committees can be found in the Supervisory Board and Committee rules, available on the Company’s website (who-we-are/corporate-governance).

Members of the Supervisory Board are appointed by the General Meeting, following nomination by the Supervisory Board. A Supervisory Board member is appointed for a four-year term and, unless a Supervisory Board member resigns earlier, the term of appointment shall end on the day of the first AGM held in the fourth year after appointment. A Supervisory Board member may be re-appointed with due observance of the provision of the previous sentence, once for another four-year term. After this, a Supervisory Board member may be re-appointed for a third period of two years, which may be extended by up to two additional years. When nominating members, the Supervisory Board considers competencies and backgrounds of current members, as well as the Supervisory Board Diversity and Inclusion policy and the Supervisory Board Profile. The guiding principle is to ensure that the Supervisory Board is appropriately diverse in terms of gender, expertise, experience, competencies and (cultural) background, in line with best practice provision 2.1.4 and 2.1.5 of the Corporate Governance Code. The Supervisory Board appoints one of its members as Chair and one as Vice-Chair. Further information about the appointment and dismissal of Supervisory Board members can be found in the articles of association of SBM Offshore N.V. The Supervisory Board has established a retirement schedule for its members, which is available on the Company’s website (who-we-are/corporate-governance).

Supervisory Board members must notify the Supervisory Board before accepting positions outside the Company. Such positions require the Supervisory Board’s prior approval and must not conflict with the Company’s interests. Positions outside the Company are reviewed and discussed annually by the Supervisory Board. The Company complies with best practice 2.4.2 of the Corporate Governance Code.

Roeland Baan

Dutch nationality, 1957, male

Chair of the Supervisory Board, Chair of the Appointment and Remuneration Committee dealing with appointment and selection matters.

First appointment in 2018, expiry current term in 2026.

Profession: CEO of Haldor Topsoe A/S.

Background: Roeland Baan started his career at Shell, where he fulfilled various (senior) management roles. As of 1996, he worked consecutively at Thyssen Sonnenberg Recycling, SHV Gas, Mittal Steel and Arcelor Mittal. Roeland Baan was Executive Vice President and CEO at Aleris until 2015. From April 2016 until June 2020 he was President and CEO at Outokumpu Oyj.

Education: Roeland Baan has a master in economics from the VU University in Amsterdam.

Expertise: Significant management and CEO experience at multinational companies in the energy industry.

Other mandates¹: Independent board member at Syensqo SA.

Ingelise Arntsen

Danish nationality, 1966, female

Vice-Chair of the Supervisory Board, member of the Audit Committee, member of the Technical and Commercial Committee.

First appointed in 2021, expiry current term in 2029.

Profession: Non-Executive Director.

Background: Ingelise Arntsen has held executive top management positions within companies such as Statkraft AS, REC ASA and Aibel AS. She has also spent seven years within the shipbuilding industry, working for Kværner Fjellstrand in Singapore and Norway.

Education: She holds a bachelor’s degree in economics from the University of Southern Denmark.

Expertise: Extensive international experience from the shipbuilding industry and from various parts of the renewable energy industry.

Other mandates¹: Vice-Chair of the Supervisory Board of Statkraft AS, member of the Supervisory Board of Exportfinans Norge, member of the Supervisory Board of Corvus Energy AS, member of the Supervisory Board of Fred. Olsen Windcarier ASA, Chair of the Supervisory Board of Synera Renewable Energy.

Lucia de Andrade

Brazilian nationality, 1957, female

Member of the Supervisory Board, member of the Technical and Commercial Committee.

First appointment in 2025, expiry current term in 2029.

Profession: Non-Executive Director.

Background: Lucia de Andrade held executive management positions as a senior executive with companies such as ABB Lummus Global, Technip, Subsea7 and Shell.

Education: Chemical degree from the Federal University of Rio de Janeiro.

Expertise: Extensive international experience in various parts of the oil and gas industry.

Other mandates¹: Non-Executive Director Subsea 7 S.A.

Allard Castelein

Dutch nationality, 1958, male

Member of the Supervisory Board, Chair of the Appointment and Remuneration Committee dealing with remuneration matters, Chair of the Technical and Commercial Committee.

First appointment in 2023, expiry current term in 2027.

Profession: Non-Executive Director.

Background: Allard Castelein started his career as a medical doctor, before pursuing an international career in the energy sector. He joined Shell in 1987, where he fulfilled several (senior) management positions. His last position was President Environment for Shell (2009-2013). From 2014 until 2023, Allard Castelein was President and CEO of the Port of Rotterdam.

Education: Allard Castelein obtained a master's degree in medicine from the Erasmus University of Rotterdam.

Expertise: Significant CEO and management experience in the energy industry, with skills, amongst others, in sustainable development and the environment.

Other mandates¹: Non-Executive director at Heijmans N.V., non-executive director at Associated British Ports, Special Envoy for Critical Raw Materials for the Dutch Government.

Denise Dettingmeijer

American nationality, 1965, female

Member of the Supervisory Board, Chair of the Audit Committee.

First appointment in 2025, expiry current term in 2029.

Profession: CFO of Medical Solutions (USA).

Background: Denise Dettingmeijer held executive management positions at ADAC Laboratories Europe, Alcoa, Aleris International and Randstad North America.

Education: Master's degree in business administration with a major in finance and a bachelor in management & human resource development, both from the University of Connecticut.

Expertise: Experienced finance executive with more than twenty years of experience as CFO.

Other mandates¹: –

Patrick Jager

Dutch nationality, 1980, male

Member of the Supervisory Board, member of the Audit Committee, member of the Appointment and Remuneration Committee.

First appointment in 2024, expiry current term in 2028.

Profession: Director HAL Investments B.V.

Education: Patrick Jager holds a master's degree in financial economics from the University of Groningen.

Expertise: Extensive financial knowledge and management expertise.

Other mandates¹: Member of the Supervisory Board of Prodrive Technologies B.V., member of the Supervisory Board of Van Wijnen Holding B.V.

1. This section includes other mandates that may be relevant for the performance of the duties of the Supervisory Board.

2.1.4 Share Capital

Following the approval by the General Meeting, on April 10, 2025, SBM Offshore N.V.’s authorized share capital was decreased from EUR200 million to EUR150 million, divided into 300,000,000 (previously: 400,000,000) ordinary shares with a nominal value of EUR0.25 and 300,000,000 (previously: 400,000,000) protective preference shares, also with a nominal value of EUR0.25. The preference shares can be issued as a protective measure, as explained in the section on the Stichting ContinuïteitSBM Offshore. As per December 31, 2025 171,361,365 (2024: 176,361,365) ordinary shares are issued. No protective preference shares have been issued.

In accordance with the Dutch Act on Conversion of bearer shares (Wet omzetting aandelen aan toonder), all bearer shares still outstanding at December 31, 2020, were converted into registered shares (31,840) held in the name of the Company, as per January 1, 2021. A shareholder who handed in a bearer share certificate to the Company before January 2, 2026, would have been entitled to receive a replacement registered share from the Company. No bearer share certificates were handed in, meaning that all previously outstanding bearer shares are now registered shares held in the name of the Company.

2.1.5 General 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:

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.

2.1.6 Issue, Repurchase and Cancellation of Shares

The General Meeting or the Management Board, if so authorized by the General Meeting and with the approval of the Supervisory Board, may resolve to issue shares.

The General Meeting or the Management Board, subject to the approval of the Supervisory Board, shall determine the price and further conditions of issuance, in accordance with the provisions contained in the articles of association. Shares shall never be issued below par, except as provided in article 2:80 (2) Dutch Civil Code. At the 2025 AGM, the shareholders delegated, to the Management Board, for a period of eighteen months and, subject to the approval of the Supervisory Board, the authority to issue ordinary shares up to 10% of the issued share capital at that time. In addition, authorization was granted to restrict or exclude pre-emption rights for a period of eighteen months, subject to the approval of the Supervisory Board.

The Management Board may, with the authorization of the General Meeting and the Supervisory Board and without prejudice to the provisions of article 2:98 Dutch Civil Code and the articles of association, cause the Company to acquire fully paid-up shares in its own capital for valuable consideration. Subject to the approval of the Supervisory Board, the Management Board may also resolve to dispose of shares acquired by the Company in its own capital. No pre-emption right shall apply to such disposal. At the 2025 AGM, the shareholders delegated authority, to the Management Board, for a period of eighteen months, as from April 9, 2025, and subject to approval of the Supervisory Board, to repurchase up to 10% of the issued share capital at that time.

2.1.7 External and Internal Auditor

The external auditor of SBM Offshore is appointed by the General Meeting, following proposal from the Supervisory Board. This proposal is made after a selection process and a recommendation from the Audit Committee with advice of the Management Board. At the 2023 AGM, Deloitte Accountants B.V. (‘DTT’) was appointed as the Company’s external auditor for a four-year term, covering the audits for the financial years 2024 through 2027. In anticipation of the CSRD coming into force, DTT has also been appointed by the relevant corporate bodies to conduct the assurance review of the sustainability reports for the financial years 2024 through 2027.

Pursuant to the EU Regulation on specific requirements regarding statutory audit of public-interest entities and the audit firms supervision act (’Wet toezicht accountantsorganisaties’ or ’Wta’), the external auditor performs his tasks independently from the audit client.

The external auditor attends all meetings of the Audit Committee, as well as the Supervisory Board meeting where the financial statements are approved. The external auditor receives the financial information and underlying reports of the quarterly results and is given the opportunity to comment and respond to this information. The Audit Committee advises the Supervisory Board, which then communicates the results of this assessment to the General Meeting. Each year, the Audit Committee and the Management Board report their interactions with the external auditor to the Supervisory Board, including discussions on the auditor’s independence and the assessment of audit quality.

According to the Auditors Profession Act, the auditors are prohibited from providing the Company with services in the Netherlands other than ’audit services aimed to provide reliability concerning the information supplied by the audited client for the benefit of external users of this information and also for the benefit of the Supervisory Board, as referred to in the reports mentioned’. During 2025, a minor number of limited-scope non-audit services were provided by foreign member firms of the DTT global network, reference is made to section 4.3.32. These services were delivered in compliance with the external auditor’s independence rules and SBM Offshore’s policy in this regard.

The task of the Group Internal Audit Director and the Group Internal Audit Department (or ’Internal Audit’) is to assess the design and operation of the effectiveness of SBM Offshore’s internal risk management and control systems. It assists the Company in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization’s governance, risk management and internal controls. Through these activities, Internal Audit contributes to the reliability and substantiation of the VOR statement and supports SBM Offshore’s commitment to sound corporate governance.

The Management Board is responsible for the Internal Audit function. The Supervisory Board oversees the Internal Audit function and, through the Audit Committee, maintains regular contact with the Group Internal Audit Director. Administratively, the Group Internal Audit Director reports to the CFO. An Internal Audit Plan, based on a risk-based prioritization of the audit universe, is submitted at least annually to the Management Board, then to the Audit Committee for recommendation and, subsequently, to the Supervisory Board for approval. The Internal Audit department reports the results of internal audit activities, and progress compared to plan, to the Management Board, Audit Committee and the external auditor.

The Group Internal Audit Director is responsible for ensuring the independence of the Internal Audit function and its activities. Safeguards to mitigate any risk of lack of independence of the Group Internal Audit Director include direct access to both members of the Management Board, the Audit Committee Chair and the external auditor. The Internal Audit department is governed by adherence to the Corporate Governance Code and the International Professional Practices Framework (IPPF) of the Institute of Internal Auditors (IIA). Every five years, the Internal Audit department is subject to an external quality assurance review against the standards set out in the IPPF. The most recent review, performed by the IIA Netherlands in 2024, confirmed that SBM Offshore’s Internal Audit function complies with generally accepted standards of professional practice for internal auditors.

2.1.8 Stichting Continuïteit SBM Offshore

In this section, SBM Offshore’s takeover protection measures are described, as well as the circumstances under which it is expected that these measures may be used.

Stichting Continuïteit SBM Offshore (the Foundation), was established on March 15, 1988. In summary, its objective is to represent the interests of SBM Offshore in such a way that the interests of the Company, and of all parties involved in this, are safeguarded, and that influences which could affect the independence, continuity and/or the identity of the Company in breach of those interests, are deterred. The Foundation will perform its role, and take all actions required, at its sole discretion, guided by the interests of the Company and the business enterprises connected with it, and all other stakeholders, including shareholders and employees.

The Foundation is managed by a Board, the composition of which is intended to ensure that an independent judgment may be made as to the interests of the Company. It is currently composed of Mr. B. Vree, Chair, Mr. B. Bot, Ms. H.F.M. Defesche and Mr. J.O. van Klinken. In order to inform the Board about the business and interests of the Company, the Chair of the Supervisory Board, the CEO and the CFO are invited to attend the Foundation Board meetings.

The Management Board, with the approval of the Supervisory Board, has granted the Foundation a call option to acquire a number of protective preference shares in SBM Offshore N.V.'s share capital. These shares carry voting rights, equal to one half of the voting rights carried by the ordinary shares outstanding immediately prior to the exercise of the option. This enables the Foundation to effectively perform its functions, at its sole discretion and responsibility, as it deems useful or desirable.

The option agreement between SBM Offshore and the Foundation was last amended and restated in 2011. This amendment reflected a waiver by the Company of its put option and the alignment of the nominal value of the protective preference shares with the nominal value of ordinary shares, by reducing the nominal value of EUR1 to EUR0.25. Consequently, the number of protective preference shares increased, as stipulated in the amended articles of association of SBM Offshore N.V. at the time. In 2025, the articles of association of SBM Offshore N.V. were amended to decrease the authorized capital from EUR200 million to EUR150 million, divided into 300,000,000 (previously: 400,000,000) ordinary shares with a nominal value of EUR0.25 and 300,000,000 (previously: 400,000,000) protective preference shares, also with a nominal value of EUR0.25. The Foundation is independent, as required by article 5:71 (1) (c) Financial Markets Supervision Act.

2.1.9 Other Regulatory Matters

The members of the Management Board have a services contract with SBM Offshore N.V. These contracts stipulate that members of the Management Board may not compete with the Company. Conflict of interest procedures are included in the Management Board and Supervisory Board rules and the Company’s Code of Conduct, and reflect Dutch law and the principles and best practices of the Corporate Governance Code. In 2025, there were no conflicts of interest in relation to the members of the Management Board and Supervisory Board reported that were of material significance to the Company. For an overview of remuneration granted to the Management and Supervisory Board, reference is made to the remuneration report. The Company is compliant with best practice 2.7.3 to 2.7.4 of the Corporate Governance Code.

In 2025, SBM Offshore did not enter into transactions with legal or natural persons who held at least 10% of the shares in the Company. The Company is compliant with best practice 2.7.5 of the Corporate Governance Code.

For information about the shares (or other financial instruments) held in SBM Offshore N.V. by members of the Management Board, reference is made to section 4.3.6 of the notes to the consolidated financial statements.

The Company is not a party to any material agreement that takes effect, alters or terminates upon a change of control of the Company following a public takeover bid, as referred to in section 5:70 of the Dutch Financial Markets Supervision Act, other than as mentioned in this paragraph. SBM Offshore N.V. has a revolving credit facility agreement under which the approval of the participating lenders must be obtained in the event of a change of control of the Company owing to a public takeover bid. Certain shareholder agreements, vessel charter, EPC, O&M and services contracts that subsidiaries of the Company have entered into contain clauses that are triggered in case of a change of control of the Company following a public takeover bid, providing contracting parties with certain rights, such as the right to terminate the relevant agreement. In addition, local bidding rules and regulations (e.g. in Brazil for Petrobras) may require client approval for changes of control. A change-of-control clause is included in the services contract between the Company and each of the members of the Management Board.

In 2024, SBM Offshore updated its Group Inclusion, Diversity and Equity (IDE) Policy, which is available on the Company website (who-we-are/corporate-governance). SBM Offshore fosters a culture of respect, integrity and continuous improvement, promoting collaboration across diverse perspectives to drive innovation and excellence. By ensuring psychological safety, SBM Offshore creates an environment where colleagues can be themselves, share experiences, and thrive. SBM Offshore values diversity in all forms, including gender, age, disability, ethnicity, sexual orientation, religion, education and national origin.

In the past financial year, SBM Offshore made further progress in the implementation of its IDE commitments. This included strengthening the monitoring of workforce inflow, progression and retention to provide deeper insight into representation across the employee lifecycle. Insights from this analysis supported targeted actions to enhance equal opportunities, reinforce leadership accountability and address identified barriers to inclusion.

SBM Offshore has zero tolerance for discrimination, harassment or any other form of inappropriate conduct, which forms the foundation of its Inclusion, Diversity and Equity approach.

Diversity and Inclusion are not only foundational to SBM Offshore, but they are also essential for the functioning of the corporate bodies. The Diversity and Inclusion policies for the Supervisory Board, and for the Management Board, including Senior Management, have been revised in 2025 with an updated definition of Senior Management and are also published on the Company website (who-we-are/corporate-governance). Diversity targets found to be relevant for the Supervisory Board and Management Board including Senior Management are i) gender, and ii) fair and appropriate representation in terms of nationality, cultural background and experience relevant to the geographic regions in which the Company operates. These criteria encompass inclusion considerations. Therefore, no additional separate inclusion-specific targets were established.

At year-end 2025, the members of the Management Board represented two (2024: two) and the members of the Supervisory Board represented four nationalities (2024: four), all of which are different from those of the Management Board. For details refer to the biographies of the Management Board and Supervisory Board in sections 2.1.2 and 2.1.3. Twelve additional nationalities were represented in Senior Management, compared to four under the previous definition in 2024. A broad range of experience in the geographic regions where the Company operates is seen. In new regions, experience is being developed and supported through employee development plans.

Based on Dutch law, the Company maintained the following gender diversity targets for 2025: i) Supervisory Board: at least one third of the seats must be held by both males and females; ii) Management Board: at least one female member; and iii) Senior Management: at least one third of the members must be male and at least one third female.

As at December 31, 2025, 50% of the Supervisory Board members were female (above target) compared to 33.33% at year-end 2024 (at target). As in the previous year, the Management Board did not meet the set gender diversity target. It should be noted, however, that there were no vacancies on the Management Board in 2025. In 2025, due to the continued evolution of the Company in both complexity and global reach, Senior Management was set to include the non-statutory Executive Leadership Team members, the Executive Committee and the Country General Managers. Almost 26% of Senior Management were female (below target). In the previous year, the realized percentage for this group was 25%; however this figure is not directly comparable due to an evolution in the group’s definition. Although the newly defined Senior Management population remains below the gender target, it represents an improvement in overall diversity compared to the previous definition, with a broader range of nationalities, cultural backgrounds and professional experiences now included.

In general, where experience and strong performance often weigh heavily on the decision for re-appointment, new appointments provide an opportunity to improve the balance in terms of targets set when necessary. The targets set for (gender) diversity will be considered whenever there are vacancies in the Supervisory Board, Management Board and Senior Management positions. To support progress toward the gender targets set for the Management Board and Senior Management, SBM Offshore applies a structured approach to succession planning and leadership development. This includes ensuring that gender-balanced longlists and shortlists are presented for all senior leadership vacancies, strengthening internal talent pipelines, and requiring panels to assess candidates against consistent, bias‑aware criteria. For example, SBM Offshore’s leadership program (RISE) is designed to ensure that both men and women of different nationalities can advance into senior management and executive positions. Collaboration with technical schools is an additional, longer-term, measure aimed at achieving an improved gender balance. These combined measures are intended to create sustainable progress toward the Company’s gender representation ambitions while ensuring merit-based and transparent appointment processes.

The same targets for the Supervisory Board, Management Board and Senior Management will be applied for 2026. Additionally, the broader organizational goal is for women to comprise 25% of the wider senior management group.

Further details on IDE at SBM Offshore can be found in section 3.3.1.

In 2025, the Company updated its Code of Conduct as part of a comprehensive compliance package, including a new Speak-Up Policy, a new Business Ethics Policy and a new Privacy Policy, all built on the Company’s four core values: Integrity, Care, Collaboration and Ownership. Reporting channels and a Speak Up Line enable SBM Offshore to carefully listen to its employees and partners in the value chain about concerns related to potential violations of the Code of Conduct, core values or the law. The Speak Up Line, managed by an independent third party, is available 24 hours a day, 365 days a year, supports multiple languages and allows for anonymous and confidential reporting. For more details on SBM Offshore’s compliance program, reference is made to section 2.5.2. The Code of Conduct is available on the Company website.

SBM Offshore complies with the principles and best practices of the Corporate Governance Code.

2.2 Report of the Supervisory Board

Letter from the Chair of the Supervisory Board

The Supervisory Board oversees and advises the Management Board in performing its management tasks, as well as overseeing the general affairs of the Company and its associated business activities. In performing their duties, the members of the Supervisory Board are guided by the interests of SBM Offshore and its stakeholders.

In 2025, Bernard Bajolet stepped down after the AGM following seven years of service. Hilary Mercer, who had been a Supervisory Board member since the 2022 AGM, stepped down as per January 1, 2025. The Supervisory Board is grateful for their insights, knowledge and contributions. The Supervisory Board welcomed Lucia de Andrade and Denise Dettingmeijer following their appointment at the Extraordinary General Meeting of January 17, 2025. Their terms are effective from that date and will end at the 2029 AGM, which is in the fourth year after their appointment. In accordance with best practice 2.2.2 of the Corporate Governance Code, the competencies and background of the Supervisory Board members already in function, as well as the Diversity and Inclusion Policy and the Profile for the Supervisory Board, were closely observed for nominations made. Reference is made to section 2.1.3 for the biographies of the Supervisory Board members.

At year-end, five out of six Supervisory Board members are independent from the Company within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the Corporate Governance Code. The exception is Patrick Jager in view of his position as director of HAL Investments B.V.

In 2025, the Supervisory Board met six times for its scheduled meetings and had three additional meetings. The Supervisory Board assessed that its members have sufficient time available to give adequate attention to the Company. The attendance rate of the Supervisory Board meetings was c. 93%. The table below shows the overview of the attendance in 2025 at meetings for the individual members out of the number eligible to attend.

1. When a Supervisory Board member retired, was appointed or stepped down from the Supervisory Board or a committee during the year, only the meetings during the tenure in the role are considered.

The Management Board, as well as the COO, CBO and other senior management representatives delivered presentations on specific topics within their respective areas of responsibility. Prior to the regular meetings, the Supervisory Board convened in private session to reflect on the agenda and discuss key matters. The Supervisory Board also received regular updates on relevant Company developments outside of these meetings. Where possible, informal pre-board dinners were organized, providing additional opportunities for the Supervisory Board to engage with senior management. Between meetings, the Chair of the Supervisory Board maintained regular communication with the Management Board.

Throughout 2025, the Supervisory Board addressed a broad spectrum of topics, consistently considering the interests of the Company, its business and relevant stakeholders.

Strategy remained a core focus, playing a central role in the Supervisory Board’s deliberations and decision-making processes. The Supervisory Board closely monitors and evaluates the Management Board’s implementation of the Company’s strategy, with particular attention to the strategic priorities that drive long-term value creation for stakeholders.

An area of attention continued to be the integration of environmental, social, governance and economic considerations into the Company’s strategic agenda. This included a review of the results of the 2025 double materiality assessment, which incorporated feedback from stakeholders and provided a foundation for understanding and managing SBM Offshore’sESG impact. The Supervisory Board regularly discussed progress on the implementation of these strategy objectives. The Supervisory Board employed various mechanisms to monitor the achievement of the targets set, including regular reviews of the Group Balanced Scorecard, which applies to both the Management Board and the wider organization.

The Supervisory Board reviewed and discussed the results of the assessment by the Management Board of the strategic, operational, compliance and reporting risks related to the Company’s strategy and business activities and evaluated the integrity and quality of the Company’s financial and sustainability reporting and the effectiveness of the Company’s internal risk management and control systems, as reported by the Audit Committee. As customary each year, the Supervisory Board reviewed and approved the internal audit plan and the external auditor’s plan. Beyond overseeing the execution of strategic objectives, the Supervisory Board discussed the culture within the organization that aims to contribute to sustainable long-term value creation.

Key topics discussed in 2025 included SBM Offshore’s contribution to more sustainable growth of the blue economy, with a focus on cleaner and more efficient energy production and innovative ocean infrastructure solutions. The Supervisory Board regularly discussed market developments, explored potential commercial opportunities and reviewed operational performance and continuous improvement initiatives, regarding for instance on-time execution, flawless start-up, and reliable operations. Recurring agenda items therefore included project execution and performance, sales, marketing and tendering activities, operational strategy and performance, as well as developments in the geopolitical landscape.

The Supervisory Board also reviewed and approved the Long-Term Financial Plan, the annual budget, financial and sustainability reporting, the US$155 million dividend proposal presented to the AGM and the launch of the US$150 million (EUR141 million equivalent) share repurchase program. In addition, treasury and corporate finance matters as well as the investor relations strategy, were regularly discussed.

Updates and discussions with the Supervisory Board also encompassed SBM Offshore’s organizational culture and core values, Integrity, Care, Ownership and Collaboration, which underpin the Company's commitment to sustainable long-term value creation. Presentations were delivered on talent management, training and development, and the updated Group Inclusion, Diversity and Equity Policy, which was rolled out in 2024. Progress in these areas was closely monitored, and the results of the employee engagement survey, along with follow-up actions were discussed and provided insight into employee satisfaction and the organizational climate.

New members of the Supervisory Board receive a comprehensive induction tailored to their individual background and needs. This program is designed to ensure that new Supervisory Board members quickly gain a thorough understanding of SBM Offshore’s business, governance structure, and strategic priorities. During their first year of appointment, new members are encouraged to attend meetings of committees to which they are not formally a member, providing them with broader exposure to the Supervisory Board’s activities and decision-making processes. In 2025, SBM Offshore welcomed Lucia de Andrade and Denise Dettingmeijer as new members to the Supervisory Board. Their induction included a series of in-depth sessions with the Management Board, COO, CBO and senior management. These sessions covered a wide range of operational, commercial, financial, social, legal and sustainability topics relevant to SBM Offshore’s activities.

The Supervisory Board places importance on maintaining a close connection with SBM Offshore’s operations and its people. In the summer of 2025, the Supervisory Board members, together with the Management Board, visited Guyana. This visit enabled the Supervisory Board to engage directly with local teams and a variety of stakeholders, providing valuable insights into SBM Offshore’s operations in the region. Another highlight of the trip was the offsite visit to FPSO Prosperity, which offered firsthand experience of the operational environment. Similarly, in December, the Supervisory Board convened at the Rotterdam Office, and received presentations on its activities and engaged in discussions with management and staff.

In August 2025, the Supervisory Board assessed the profiles and the competencies of its individual members with a view that the Supervisory Board continues to possess the necessary skills and expertise. An annual evaluation of the functioning of the Supervisory Board, its committees and its members is also performed. Following an external evaluation in 2023, the 2025 evaluation was conducted through an online survey completed by both Management Board and Supervisory Board members. The results were discussed with the Supervisory Board in November 2025. The assessment confirmed that the Supervisory Board and its members function effectively, and that the Supervisory Board’s composition reflects the required skill sets and areas of expertise. Meetings of the Supervisory Board are characterized by an open, constructive, and transparent atmosphere, with active participation from all members. It was suggested to meet more often in an informal setting to strengthen team cohesion as well as getting to know the countries and cultures where SBM Offshore operates. The Supervisory Board also evaluated the functioning of the Management Board, concluding that it functions effectively, with a strong spirit of cooperation and teamwork. The Management Board regularly reviewed its own performance, both collectively and individually, throughout the year. These sessions included discussions on roles and responsibilities, meeting efficiency and the relationship with the Supervisory Board and senior management. Continuous attention was also given to diversity and inclusion within the organization, reflecting SBM Offshore’s commitment to fostering an inclusive and high-performing culture.

The Supervisory Board has established three committees, each composed of its members. These committees have advisory powers, present primary considerations and conclusions of their meetings during the Supervisory Board meeting and provide recommendations for decision-making. The composition of these committees was changed in 2025 due to changes within the Supervisory Board.

In 2025, following the departure of Hilary Mercer on January 1, Denise Dettingmeijer joined the Committee and succeeded Ingelise Arntsen as Chair. Over the course of the year, the Committee convened five times, achieving an attendance rate of 100%.

The Committee supports the Supervisory Board in fulfilling its oversight responsibilities by conducting detailed reviews of the Company's financial and sustainability reporting, the integrity and quality thereof, and overseeing the effectiveness of the internal risk management and control systems.

Meetings were attended by the Management Board, the Group Internal Audit Director, the Group Controller and the external auditor. After each meeting, the Committee held private sessions with the external auditor, without the presence of the Management Board. The Chair of the Audit Committee also maintained regular contact with the CFO, and separately the Group Internal Audit Director, and the external auditor to facilitate oversight and follow-up. Recurring agenda topics included review and recommendations on the financial and sustainability reporting (including interim and financial statements), and reviewing IT and cybersecurity reports, internal audit reports, risk reports, legal claims, compliance and Speak-up reports. The Committee also reviewed and made recommendations on the financial plan, annual budget, dividend proposal and share buyback program. Additional topics included AGM preparation including recommendation for the appointment of Deloitte Accountants B.V. as assurance provider for the sustainability reporting, assessment of risk appetite, review of the 2025 internal audit plan, tax matters, financing arrangements, oversight of CSRD implementation and the double materiality assessment. The Audit Committee is involved in the oversight, review and assessment of the risk management and internal control design and its operating effectiveness. The Audit Committee was closely involved in the process related to and substantiation of the new Risk Management Statement (VOR) to be issued by the Management Board. The topic was on a regular basis on the agenda of the Audit Committee meetings. The Audit Committee concluded that the substantiation by the Management Board is sufficient to be able to issue this VOR Statement, included in section 2.8 of this Annual Report. Discussions were held with the external auditor about the audit plan, interim audit findings report, board report, audit report, financial statements including managerial judgments and key accounting estimates and the sustainability information. Additionally, the Committee formally evaluated the external auditor after completion of the audit. The Committee Chair reported to the Supervisory Board on the principal items discussed, actions arising, follow-up of such actions, and made recommendations on matters requiring a Supervisory Board decision.

In 2025, following the departure of Bernard Bajolet at the AGM, Patrick Jager was appointed as member of the Appointment and Remuneration Committee. During the year, the Committee held five scheduled meetings and two additional meetings, achieving an attendance rate of almost 86%.

The Appointment and Remuneration Committee operates in two distinct capacities: one focused on selection and appointment matters regarding the composition and the functioning of the Management Board and the Supervisory Board, and the other dedicated to remuneration matters relating to both Boards. Committee meetings were attended by the Management Board and the Group HR Director, except when the Committee elected to discuss matters in private. At each Supervisory Board meeting, the respective Chair reported on selection and appointment matters as well as the remuneration matters reviewed by the Committee, including actions arising and the follow-up of such actions. The Committee made recommendations on those matters requiring a decision from the Supervisory Board. For further details, please refer to the Remuneration Report (section 2.3).

Appointment matters discussed during the year addressed the composition, functioning, and succession planning of both the Management Board and the Supervisory Board. Regular agenda items included organizational structure, talent management, training and development, culture, and inclusion, diversity, and equity.

Remuneration topics discussed included Management Board remuneration (target setting and realization), the Value Creation Stake award, preparation of the Management Board remuneration policy for submission to the 2025 AGM, and the Remuneration Report. Remuneration for senior management was also presented.

In 2025, the Technical and Commercial Committee welcomed Lucia de Andrade as a new member, while Bernard Bajolet stepped down at the 2025 AGM. Throughout the year, the Committee convened six times, achieving an attendance rate of c. 95%.

The Committee is primarily tasked to support the Supervisory Board’s decision-making across a number of areas, including HSSEQS and related improvement initiatives, operational performance, project execution, sales, marketing, tendering activities and risks associated with the foregoing. Regular agenda items included the HSSEQS report, operational strategy and performance, as well as project prospects, execution and performance. Additional topics addressed during the meetings encompassed quality control, project planning and control, technology and innovation, and geopolitical developments. Discussions on sales, marketing and tendering activities and technological developments were also held during Supervisory Board meetings.

Committee meetings were attended by the Management Board, COO, CBO and relevant senior management representatives, ensuring coverage of topics within the Committee’s remit. The Committee Chair reported to the Supervisory Board on the principal items discussed, actions arising, follow-up of such actions, and made recommendations on matters requiring a Supervisory Board decision.

The Financial Statements for 2025 have been audited by the external auditor, Deloitte Accountants B.V. Their findings have been discussed with both the Audit Committee and the Supervisory Board, in the presence of the Management Board. The external auditor has issued an unqualified opinion on the Financial Statements.

In accordance with their statutory obligations under article 2:101 (2) of the Dutch Civil Code, the members of the Supervisory Board have signed the 2025 Financial Statements. The members of the Management Board have also signed the 2025 Financial Statements pursuant to their statutory obligations under article 2:101(2) of the Dutch Civil Code and article 5:25c (2) (c) of the Financial Markets Supervision Act. The Supervisory Board of SBM Offshore N.V. recommends that the General Meeting adopts the Financial Statements for the year 2025.

Roeland Baan, Chair

Ingelise Arntsen, Vice-Chair

Lucia de Andrade

Allard Castelein

Denise Dettingmeijer

Patrick Jager

Schiphol, the Netherlands

February 25, 2026

2.3 Remuneration Report

Letter from the Chair of the Appointment and Remuneration Committee for remuneration matters

2.3.1 Management Board Remuneration Policy

The Remuneration Policy 2022 (RP 2022) became effective January 1, 2022 after being adopted by shareholders with 91% of the votes on April 7, 2021. Pursuant to Dutch law, at the 2025 AGM, the Remuneration Policy 2026 (RP 2026) was submitted to the shareholders and adopted with 97.54% of the votes on April 9, 2025. RP 2026 is effective on January 1, 2026. Reporting in this remuneration report takes place on the basis of RP 2022 as it was effective in 2025. Full details and the principles and rationale for the RP 2022 and RP 2026 are available on SBM Offshore’s website (who-we-are/corporate-governance).

The Company remunerates members of the Management Board for long-term value creation. RP 2022 is based on competitive remuneration aligned with the long-term performance of SBM Offshore. It is built on six reward principles: simplicity, flexibility, predictability, competitiveness, alignment and, most importantly, driving the right results.

This remuneration report has been written based on the EU Shareholder Rights’ Directive (SRD II) as implemented in the Netherlands.

SBM Offshore is the world’s deepwater ocean-infrastructure expert. Under advancing the core, SBM Offshore remains dedicated to its core activities while striving to advance towards a net-zero future. To support this, SBM Offshore develops ocean infrastructure solutions promoting the decarbonization and increasing efficiency of traditional oil and gas production through proven and progressive ocean infrastructure expertise. By pioneering more, SBM Offshore applies its capabilities to unlock new markets within the blue economy. In executing the strategy, SBM Offshore is guided by its Core Values: Integrity, Care, Collaboration and Ownership.

The underlying principles of the remuneration policy of the Management Board of SBM Offshore N.V. support the vision and ambition, and aim for sustainable long-term value creation for SBM Offshore through the Value Creation Stake balanced with pay for performance through the short-term incentive (STI).

The Company’s strategy revolves around excellence in the execution of ocean infrastructure while reducing costs and emissions from oil and gas production and, in parallel, developing new lower-carbon solutions with unwavering dedication to health, safety, and protection of the environment. In RP 2022, pay is linked to the strategic goals through the STI performance areas of Profitability, Growth and Sustainability performance through annual financial, non-financial and sustainability targets for the respective performance year. As such, Management Board remuneration is directly linked to the success of the Company and the value delivered to shareholders. Sustainability is an integral part of the strategy, and is explicitly expressed through the Sustainability performance area and also through the underpin test for the Value Creation Stake.

Employment conditions and pay of employees within SBM Offshore are taken into account when formulating the remuneration policy, for instance through the internal pay-ratio analysis. Employment conditions for Management Board members may differ from those applicable to employees because their responsibilities are on a different level. The principles of the remuneration policy applicable to the Management Board are used as a guideline for remuneration at SBM Offshore as a whole.

The four components of the remuneration package of Management Board members under RP 2022 are: (1) base salary, (2) STI, (3) Value Creation Stake and (4) Pension and Benefits.

The base salary is set by the Supervisory Board and is a fixed component paid in cash. Depending on internal and external developments such as market movements, the Supervisory Board may adjust base salary levels.

The objective of the STI is to provide a direct alignment of pay with short-term operational performance. Under RP 2022, the STI key performance indicators focus on three performance areas: (i) Profitability, (ii) Growth and (iii) Sustainability performance. The Supervisory Board, upon the recommendation of the Appointment and Remuneration Committee, determines the specific performance targets for each of the performance measures in the beginning of the financial year. The weight awarded to each of the performance areas is set within the following ranges:

The Supervisory Board will inform the shareholders in the remuneration report of the performance delivered in the reporting year on the targets set for the three performance areas and the corresponding pay-out awarded to each of the Management Board members. Performance measures will not be adjusted retrospectively.

Performance ranges – threshold, target and maximum – are set for each of the key performance indicators. The STI is set at a target level of 100% of the base salary for the CEO and 75% of the base salary for other Management Board members. The threshold pay-out is at 0.5 times target and maximum pay-out will not exceed 1.5 times target. A linear pay-out line applies between threshold and maximum. Performance below threshold results in zero pay-out. The Supervisory Board may adjust the outcome of the STI down by a maximum of 10%, which adjustment, if applied, will be reported on in the remuneration report.

At the end of the performance year, the performance delivered is reviewed by the Supervisory Board and the pay-out level is determined. Target setting and realization are published ex post in this remuneration report. For order intake and project performance that are very sensitive commercially, a qualitative appraisal will be presented. The STI is payable in cash after the publication of the Annual Report for the performance year.

The Value Creation Stake is an award of restricted shares to create direct alignment with long-term shareholder value. The awarded shares must be held for at least five years. After retirement or termination, the holding period will not be longer than two years. The gross annual grant value for each of the Management Board members is 175% of base salary. The number of shares granted is determined by using a four-year average share price (volume-weighted). The Value Creation Stake has a variable element to the extent that the share price develops during the holding period and includes performance underpins. The underpin serves as a mechanism to ensure an acceptable threshold level of performance. Prior to the grant of the Value Creation Stake, the Supervisory Board can consider that it is withheld in full or in part when events within control of the incumbent Management Board have occurred that threaten the long-term continuity of the Company, in case of:

• Safety event resulting in the loss of multiple lives and/or significant oil damage to the environment and/or loss of an FPSO; and/or

• Compliance issue resulting in the Company being unable to operate in one or more of its primary markets; and/or

• Significant project impairment due to insufficient oversight or gross negligence or deliberate omissions. This relates to large projects with a value exceeding US$1 billion.

All members of the Management Board are required to build up Company stock of at least 350% of base salary. The value of the share ownership is determined annually at the date of grant.

The Management Board members are responsible for their own pension arrangements and receive a pension allowance equal to 25% of their base salary for this purpose.

The Management Board members are entitled to additional benefits, such as a company car allowance, medical, disability and life insurance and (dependent on the personal situation of the Management Board member) a housing allowance and school fees.

Each of the Management Board members has entered into a service contract with the Company, the terms of which have been disclosed in the explanatory notes for the General Meeting at which the Management Board member was (re-)appointed.

The service contracts with the Management Board members contain an adjustment clause giving discretionary authority to the Supervisory Board to adjust the payment of the STI, if a lack of adjustment would produce an unfair or unintended result as a consequence of extraordinary circumstances during the period in which the performance criteria have been, or should have been, achieved. Based on earlier shareholder feedback, the Supervisory Board determined that upward adjustments will not be considered.

A claw-back provision is included in the service contracts, enabling the Company to recover the STI and/or LTI on account of incorrect financial data.

The Supervisory Board will determine the appropriate severance payment for Management Board members in accordance with the relevant service contracts and Corporate Governance Code. The Corporate Governance Code provides that the severance payment will not exceed a sum equivalent to the annual base salary. This also applies in a situation of a change in control.

SBM Offshore does not grant loans, advances or guarantees to its Management Board members.

2.3.2 2025 Management Board Remuneration

The Supervisory Board is responsible for ensuring that the remuneration policy is appropriately applied and aligned with the Company’s objectives. The remuneration level is determined by the Supervisory Board using a comparison with Dutch and international peer companies, as well as internal pay ratios across the Company.

In order to determine a competitive base salary level and to monitor total remuneration levels of the Management Board, a reference group of relevant companies in the industry (the ‘Reference Group‘) has been defined. Pay levels of the Management Board members are bench-marked to the Reference Group. In the event a position cannot be bench-marked within the Reference Group, the Supervisory Board may benchmark a position to similar companies. In 2024, in preparation of the Management Board Remuneration Policy being tabled at the 2025 AGM, a benchmark was done and the Reference Group was updated as follows:

SBM Offshore provides pay ratio information to illustrate how the annual total remuneration of the CEO compares to employees over the period. Two pay ratio metrics are presented:

1. CEO versus median employee pay ratio (per ESRS-S1.16). This ratio is calculated by dividing the total actual CEO remuneration in euros (as disclosed in the remuneration report) by the median remuneration of all other staff, whereby for the latter the applicable SBM Offshore country remuneration policy is applied. For 2025, the increase in the pay ratio is driven by the increase of CEO’s variable remuneration linked to the related underlying share price component increase and the negative impact of exchange-rate fluctuations (affecting negatively the median euro). In addition, remuneration structures may differ per country.

2. CEO versus average employee pay ratio (per Corporate Governance Code). This ratio is calculated by dividing the CEO’s total accounting costs of remuneration by the average annual overall employee benefit and contractor expenses (excluding employees working for non-consolidated JVs and associates).

The average total employee and contractor costs per FTE in 2025 were EUR143,000 (2024: EUR148,000). The decrease is primarily caused by an increase in the average number of employees.

The table below provides insight into the costs for SBM Offshore for Management Board reward in 2025 (based on RP 2022) and presents an overview of the remuneration of the Management Board members.

Remuneration of the Management Board

1. STI based on accrual accounting, taking into consideration that this reflects the STI to be paid over the performance of that year.
2. CEO and Management Board member from April 12, 2024, before that date COO and Management Board member from April 6, 2022.
3. As per April 12, 2024 the base salary increased to EUR775,000.
4. Including unwinding of rights as employee prior to the Management Board nomination.
5. As per April 12, 2024 the base salary increased to EUR600,000.

The 2025 and 2024 base salary levels of the Management Board members are shown in the table above: Remuneration of the Management Board. There have been no changes to base salary levels in 2025.

RP 2022 indicates that the STI performance areas are Profitability, Growth and Sustainability.

The Supervisory Board set the financial, non-financial and sustainability metrics and the detailed targets (reflected as threshold, target and max) for each of these performance areas at the beginning of the financial year. For each of these targets, a scenario analysis takes place to ensure that the targets are suitable, supportive to the strategy and challenging. When conducting scenario analyses and establishing the metrics and detailed targets, the Supervisory Board identifies critical variables and factors that could impact the Company’s performance in the relevant performance areas and could influence pay outcomes.

Additionally, regular updates are given on the forecasted target realization throughout the year. These updates are also taken into consideration in the scenario analyses when establishing the targets and detailed metrics at the beginning of the following year.

The following two tables show an overview of the 2025 target realization and the related 2025 STI for the individual Management Board members.

1. Underlying EBITDA reflects the following adjustment: Thunderhawk profit on sale of US$28 mln removed from the reported Directional EBITDA.
2. Project and Fleet Execution performance was assessed qualitatively in terms of fleet and project execution/delivery and performance ('Operational Excellence and Quality').
3. FPSO Commercial Positioning was assessed in terms of positioning for strong FPSO market and commercial readiness.
4. Energy Transition: Progress on lower-carbon FPSO development, which included amongst others the approval-in-principle issued by certification company American Bureau of Shipping.
5. Includes one Tier 1 PSE with more than 3 severity weight points (see section 3.3.2).
6. Employee Engagement has been evaluated in terms of percentage of internal engagements and satisfaction in engagement survey.

2025 STI Performance

The Supervisory Board decided to grant the Value Creation Stake for 2025 to the Management Board members in accordance with RP 2022. The underpin test as explained in section 2.3.1 was applied to this grant. As per RP 2022, the granted Value Creation Stake vests immediately. The gross annual value for each of the Management Board members is 175% of base salary. The number of shares was based on the four-year average share price (volume weighted) at the date of the respective grant. The cost of the granted Value Creation Stake is included in the table at the beginning of this section 2.3.2. The number of shares vested under the Value Creation Stake can be found in section 2.3.3 of this remuneration report under Conditions of and information regarding share plans.

The following table contains an overview of shares held in SBM Offshore N.V. by members of the Management Board at December 31, 2025.

Shares held by members of the Management Board

All Management Board members met the share ownership requirement, which is set at an equivalent of 350% of their base salary. Section 2.3.3 contains more information about the (historical) share plans for the Management Board.

Management Board members received a pension allowance equal to 25% of their base salary. In case these payments are not made to a qualifying pension fund, Management Board members are individually responsible for the contribution received and SBM Offshore withholds wage tax on these amounts.

The Management Board members are entitled to additional benefits, such as a company car allowance, medical, disability and life insurance and (dependent on the personal situation of the Management Board member) a housing allowance and school fees. The value of these elements is included in the table in section 2.3.2 under item Other Benefits.

2.3.3 Other Remuneration Information

This section provides further information to increase transparency and accountability for the execution of RP 2022 and aims to allow shareholders, potential investors and other stakeholders to better assess Management Board remuneration.

The following table includes further details regarding the various (historical) share plans, including the changes throughout 2025.

Conditions of and information regarding share plans

1. Opening balance consists of shares held and vested grants for conditional plans at assumed maximum target.
2. Closing balance consists of the full grant and vesting of the relevant plan, including any sell-to-cover performed to compensate a wage tax impact.
3. Converted at the share price at the date of grant.
4. Converted at the share price at the date of vesting.
5. Pro-rata VCS following appointment to Management Board per April 6, 2022.
6. Additional Value Creation Stake granted due to salary increase.

In the table below, information on the annual change of remuneration of each individual Management Board member is set out over the five most recent financial years. In addition, the performance of the Company (measured in Directional Underlying EBITDA and TRIFR) is displayed as well as the average remuneration on a full-time equivalent basis of employees of the Company.

Comparative table on the change of remuneration and Company performance over the last five reported financial years

1. Annual change in percentage is calculated comparative to the amount of the current year.
2. CEO and Management Board member from April 12, 2024, before that date COO and Management Board member from April 6, 2022.
3. Underlying EBITDA reflects the following adjustments: i. impact of the sale of Liza Destiny earlier than planned; ii. implementation costs of an optimization plan related to the Company's support functions; and iii. impact of the delay in commencement of a charter by a client notwithstanding the on-target delivery of the vessel by the Company.
4. Underlying EBITDA restated for: DNY/PTY sale in 2024.
5. Underlying EBITDA reflects the following adjustment: Thunderhawk profit on sale of USD 28mln removed from the reported Directional EBITDA.
6. Total recordable injury frequency rate trends are positive when downwards.
7. The average employee expenses of the company are based on the IFRS expenses including share based payments. The average employee expenses are influenced by both the composition of the population both in function as well as geographical location and the related foreign currency impacts. This calculation has a different basis than the pay-ratio calculation in accordance with the Dutch corporate governance code.

2.3.4 Supervisory Board Remuneration Policy

As required by Dutch law, the Supervisory Board Remuneration Policy was tabled for adoption at the 2024 AGM and became effective April 12, 2024 after being adopted by shareholders with over 97% of the votes on the same date. The full version of this policy is available on SBM Offshore’s website (who-we-are/corporate-governance).

The Supervisory Board Remuneration Policy encourages a culture of long-term value creation and a focus on the long-term sustainability of the Company. There are no performance targets for the Supervisory Board and the remuneration of the members is not dependent on the results of the Company. This allows an unmitigated focus on long-term value creation for all stakeholders.

The Company’s strategy revolves around excellence in the execution of ocean infrastructure while reducing costs and emissions of oil and gas production and, in parallel, developing new lower-carbon solutions with unwavering dedication to health, safety, and protection of the environment. The Supervisory Board remuneration policy should be competitive and in line with global peer companies that may compete with SBM Offshore for business opportunities and/or talent. The remuneration should enable retaining and recruiting Supervisory Board members with the right balance of experience and competencies while observing the Supervisory Board Profile and Diversity and Inclusion Policy, to oversee the execution of the strategy and the performance of the Company. The remuneration intends to promote an adequate performance of their role.

Considering the nature of the role and responsibility of the Supervisory Board, the pay and employment conditions of employees are not taken into account when formulating the remuneration policy.

The fee level and structure for the Supervisory Board remuneration is currently as follows:

All fees above are on an annual basis and are not dependent on the number of meetings. Supervisory Board members also receive an annual amount of EUR500 for expenses, and a lump sum of EUR5,000 per meeting when intercontinental travel is involved. No share-based remuneration is granted to the members of the Supervisory Board.

Supervisory Board members do not receive a pension allowance.

Members of the Supervisory Board are appointed by the General Meeting for a maximum term of four years, with the term of appointment ending on the day of the first AGM, held in the fourth year after the appointment. Re-appointment can take place as per the law, articles of association and the Supervisory Board rules of the Company. The term of the Supervisory Board members terminates at the end of their term, in case of resignation or dismissal by the General Meeting.

SBM Offshore does not provide loans, advances or guarantees to the members of the Supervisory Board.

2.3.5 2025 Supervisory Board Remuneration

In accordance with the Supervisory Board Remuneration Policy, the remuneration paid out to the Supervisory Board in 2025 is as per below. Supervisory Board members do not receive variable remuneration.

Remuneration of the Supervisory Board by member in thousands of EUR

1. Other benefits items for the supervisory board consist mainly of the lump sum for intercontinental travel at EUR5,000 per meeting if applicable and a yearly expense allowance of EUR500.
2. From January 17, 2025.
3. From April 12, 2024.
4. Until April 9, 2025.
5. Until January 1, 2025.
6. Until April 12, 2024.

In the table below, information on the annual change of remuneration of each individual Supervisory Board member is set out over the five most recent financial years.

Comparative table on the change of remuneration over the last five reported financial years in thousands of EUR

1. Annual change in percentage is calculated comparative to the amount of the current year.
2. From April 7, 2021.
3. From January 17, 2025.
4. From April13, 2023.
5. From April 12, 2024.
6. Until April 9, 2025.
7. Until April 12, 2024.

None of the Supervisory Board members received remuneration that is dependent on the financial performance of the Company, as per best practice 3.3. of the Corporate Governance Code.

In accordance with the Supervisory Board Remuneration Policy, SBM Offshore did not provide loans, advances or guarantees to the members of the Supervisory Board.

2.3.6 Outlook for 2026

The Supervisory Board is proud of the performance of the Company over 2025. This Remuneration Report gives insight on how the Management Board’s performance over 2025 has been rewarded. Following recent benchmark exercises, the Supervisory Board has decided to increase the Base Salary of Øivind Tangen to EUR930,000, effective January 1, 2026. No further changes to the remuneration of either the Management Board or the Supervisory Board are anticipated in 2026.

Looking ahead, the Supervisory Board has set ambitious targets for the Management Board for 2026, with a particular emphasis on driving further value creation through the long-term strategy ’Advancing the Core and Pioneering More’.

We look forward to engaging with our shareholders regarding the 2025 Remuneration Report at the 2026 AGM.

2.4 Shareholder Information

SBM Offshore has been listed on Euronext Amsterdam since 1965. The market capitalization as at year-end 2025 was US$4.93 billion. The majority of the Company’s shareholders are institutional long-term investors.

SBM Offshore publishes audited full-year earnings results and unaudited half-year earnings results, which include financials, within sixty days of the close of the reporting period. For the first and third quarters, SBM Offshore publishes a trading update, which includes important company news and financial highlights. The Company conducts a conference call and webcast for all earnings releases and a conference call only for all trading updates during which the Management Board presents the results and answers questions. All earnings-related information, including press releases, presentations and conference call details are available on the SBM Offshore website. Please see the Financial Calendar at the end of this section for the timing of publication of financial disclosures for the remainder of 2026. The Company reports a ’Directional’ income statement, balance sheet and cash flow statement. Directional reporting aims to increase transparency in relation to SBM Offshore’s cash flow generating capacity and to facilitate investor and analyst review and financial modeling. Furthermore, it also reflects how the Management Board monitors and assesses financial performance of the Company. Directional reporting is included in the audited Consolidated Financial Statements in section 4.3.2.

SBM Offshore has revised its dividend policy to include dividend payments on a semi-annual basis. The Company’s shareholder return policy is to maintain a stable annual cash return to shareholders which grows over time, with flexibility for the Company to make such cash return in the form of cash dividend, paid semi-annually, and the repurchase of shares. Determination of the annual cash return is based on the Company’s assessment of its underlying cash flow position. The Company prioritizes a stable cash distribution to shareholders and funding of growth projects, with the option to apply surplus capital towards incremental cash returns to shareholders.

As a result, following review of its liquidity position and forecast, the Company intends to pay US$2.57 per share¹ through a US$270 million (EUR227 million equivalent²) share repurchase program and a proposed US$200m in aggregate dividend³ (EUR169 million equivalent or US$1.17 per share¹). This represents an increase in total cash return of 57% compared with 2025. SBM Offshore proposes a US$100m dividend for the year 2025 and a US$100 million dividend in aggregate for the first half year 2026. The dividend for the year 2025 will be proposed at the Annual General Meeting on April 15, 2026. The interim dividend is subject to final resolution and is payable after publication of the HY 2026 results.

The objective of the share buyback program would be to reduce share capital and provide shares for regular management and employee share programs (maximum US$30 million). Shares repurchased as part of the cash return will be cancelled.

Share price development in 2025 (in EUR)

As at December 31, 2025, the following investors holding ordinary shares had notified an interest of 3% or more of the Company’s issued share capital to the Autoriteit Financiële Markten (AFM) (only notifications after July 1, 2013 are included):

The Company maintains open and active engagement with its shareholders and aims to provide information to the market which is consistent, accurate and timely. Information is provided among other means through press releases, presentations, conference calls, investor conferences, meetings with investors and research analysts and the Company website. The website provides a constantly updated source of information about SBM Offshore’s core activities and latest developments. Press releases, presentations and information on shareholder communication can be found there under the Investors section.

1. Proforma calculation based on the total number of ordinary shares issued and fully paid at December 31, 2025. Actual dividend amount per share depends on number of shares entitled to dividend.
2. Based on the EUR/US$ forward exchange rate on February 18, 2026.
3. US$200m total dividend is the equivalent of EUR169 million based on the EUR/US$ forward exchange rate on February 18, 2026. Dividends will be paid in euro.

2.5 Risk and Compliance

The Management Board is responsible for identifying and analyzing the risks related to the Company’s strategy and business activities as well as defining the Company’s risk appetite. Based on its risk assessment, the Management Board designs, implements and maintains adequate internal risk management and control systems and periodically assesses their effectiveness. The outcome of this review is discussed with the Audit Committee and reported to the Supervisory Board. This oversight covers all operational, compliance and reporting risks. Among other considerations, attention is given to observed weaknesses, instances of misconduct and irregularities, indications from whistle blowers, lessons learned and findings from the internal auditor and the external auditor.

As part of their tasks, the Management Board oversees the operation of SBM Offshore’sCompliance Program, which provides policies, training, guidance and risk-based oversight and control of compliance, to ensure ethical decision-making.

The Group General Counsel and Chief Compliance Officer has managerial responsibility for compliance and legal matters. The Compliance Function, headed by the Group Compliance Manager, has a leadership role in proactively advising the Management Board and Management on acting with integrity and in a compliant manner, both from a strategic and an operational perspective.

The Compliance Function comprises a globally diverse team of experienced compliance professionals located within the Company’s most prominent locations worldwide. Business leadership has accountability and responsibility to manage compliance and integrity risks within their fields of management control.

2.5.1 Design and Operation of the risk management and internal control environment

Group Risk and Control empowers the business to identify and manage risks and opportunities effectively, ensuring alignment with the Company’s Risk Appetite (see section 1.4.1) in order for the Company to achieve its strategic goals and objectives. The Risk Assurance Committee (RAC) brings together the heads of assurance functions and reviews the significant risks faced by the Company and its relevant control measures. It also oversees the integrated risk management approach.

2.5.2 Compliance Program

SBM Offshore is dedicated to ensuring that employees and business partners make informed and ethical decisions, underscoring its commitment to integrity throughout the organization. To support this objective, the Company has established a Compliance Program that applies across the SBM Offshore Group.

SBM Offshore’s Compliance Program is designed to foster an ethical culture across the organization and provide clear guidance to management, employees and contractors (’SBM Offshore workforce’) for making decisions aligned with core values. The program enhances the Company’s management control systems to prevent, identify, and address compliance risks or potential violations of laws, the Code of Conduct, and other forms of misconduct. SBM Offshore’s leadership is accountable for upholding these standards, ensuring that all personnel act in accordance with established values and policies while maintaining an environment where concerns can be raised openly. To facilitate this, the Compliance function delivers support through targeted guidance, regular training initiatives, and communication resources such as newsletters and customized e-learning modules.

In 2025, several enhancements were introduced to strengthen the Compliance Program:

• A fully revamped Code of Conduct incorporating new chapters and updated guidance.

• Updated and new policies, including a new Business Ethics Policy (replacing the former Anti-Bribery & Corruption Policy), a new Privacy Policy and a new Speak Up Policy.

• Four new digital modules released on the SBM Offshore Digital Compliance Platform, including Third Party Risk Management, Gifts Hospitality & Entertainment, Conflicts of Interest, and Donations & Sponsorships.

• New Speak Up framework supporting consistent, risk‑based and timely case management.

Alongside these, the other key elements of the Compliance Program are:

• Involvement of the Management Board and the Supervisory Board in compliance oversight.

• Oversight and autonomy of the Group Compliance Manager supported by adequate and qualified Compliance resources.

• Regular communication, training and continued guidance and advice.

• Continuous monitoring of compliance risks, mitigating measures, incidents and related actions.

• A structured third-party management process, including a dedicated Validation Committee reviewing due diligence outcomes for high-risk third parties before engagement.

• Independent verification activities, including compliance audits.

• Compliance-related internal financial controls, aligned with ICOFR principles.

• Engagement with third parties who commit to equivalent standards of responsible conduct, communicated prior to any contractual engagement.

• Confidential reporting channels, including non-retaliation safeguards and data privacy protection through a Speak Up Line, and internal investigations aligned with the EU Whistleblowing Directive.

• Annual compliance statements for designated staff to confirm adherence to the Code of Conduct and its associated policies.

• Business conduct-related questions included in the annual employee engagement survey to monitor culture and awareness.

In 2025, a new Speak Up Policy in full compliance with the EU Whistleblowing Directive was implemented, including:

• Creation of a new Speak Up investigation framework featuring risk-based triage, defined roles, and clear responsibility separation to streamline the process and speed up report closure.

• A revamped independently managed Speak Up Line, available 24/7, enabling both internal and external stakeholders to report concerns anonymously and confidentially. The Integrity Committee oversees the handling of Speak Up reports.

• Timely communication to reporters, including acknowledgment of receipt within seven days and feedback within a reasonable time frame, not exceeding three months after receiving the report. If the investigation needs to be extended beyond three months, reporters will be informed about it. It is not mandatory for the investigations to be concluded within three months, namely in light of the complexity or the characteristics of the investigation.

2.6 Company Tax Policy

SBM Offshore’s tax policy is summarized as follows:

• The Company aims to be a good corporate citizen in the countries where it operates, by complying with the law and by contributing to countries’ progress and prosperity through employment, training and development, local spending and through payment of the various taxes it is subject to, including wage tax, personal income tax, withholding tax, sales tax and other state and national taxes, as appropriate.

• The Company aims to be tax-efficient in order to be cost-competitive, while fully complying with local and international tax laws.

• The Company operates in a global context, with competitors, clients, suppliers and a workforce based around the world. A typical FPSO Engineering, Procurement and Construction (’EPC’) project sees a hull construction or conversion in Asia, topsides construction in Asia or South America, engineering in Europe or Asia and large-scale procurement from dozens of companies in many countries across the globe. Depending on the particulars of the client contract, the EPC phase may be followed by a lease-and-operate phase involving the country of operations but also support centers of the Company located around the world. In each of these countries, the Company complies with local regulations and pays direct and indirect taxes on local value-added, labor and profits and in some cases pays a revenue-based tax. To coordinate the international nature of its operations and its value flows and to consolidate its global maritime and EPC activities, in 1969 the Company created Single Buoy Moorings Inc, followed in 1986 by SBM Production Contractors Inc. S.A., which continue to perform their functions today from their offices in Marly, Switzerland.

The Company:

• Complies with the OECD transfer-pricing guidelines.

• Supports the OECD’s commitment to enhance tax transparency and is committed to full compliance with applicable laws in countries where it operates. Consistent with this approach, the Company supports the initiatives on base erosion and profit shifting, including, but not limited to, Anti-Tax Avoidance Directive 2 (ATAD 2), as well as the Directive implementing the minimum taxation (OECD Pillar Two) at EU level. The Company is required to file detailed reports and transfer-pricing documentation in accordance with Base Erosion and Profit Shifting’s (BEPS) action 13, as is now implemented in Dutch tax law. The disclosures contained in the country-by-country reporting (‘CbCR‘) have been prepared to meet the OECD requirements and have been filed with the Dutch tax authorities for the year 2024. The Company monitors and complies with EU Public Country-by-Country Reporting obligations. Likewise, the Company has implemented the proper tools to monitor and comply with Pillar Two reporting obligations.

• Makes use of the availability of international tax treaties to avoid double taxation.

• Does not use intellectual property as a means to shift profits, nor does it use digital sales. Furthermore, the Company does not apply aggressive intra-company financing structures such as hybrids. In 2025, the Company reported a current corporate income tax charge of US$200 million under IFRS (compared to US$140 million in 2024).

• Endorsed the B Team Responsible Tax Principles in August 2021, the VNO-NCW Tax Governance Code in 2023, and published the SBM Offshore Approach to Tax on its website. This explains the key principles applied to tax matters and the associated governance as well as describing the Company’s global tax footprint.

• Regarding the OECD initiative to address the Tax Challenges Arising from the Digitalization of the Economy and its two-pillar solution aiming to reform the international tax system, the Company acknowledges that the implementation of Pillar Two may have some impact on its income tax charge. Although enacted, the Pillar Two framework remains subject to ongoing interpretative guidance and implementation refinements in various jurisdictions. The OECD has released additional guidance, but further discussions and consultations are taking place and will continue in 2026. SBM Offshore will continue to assess the impact of Pillar Two legislation accordingly.

2.7 Operational Governance

Operational Governance of the Company is managed through:

• Global Enterprise Management System (GEMS) as introduced in section 2.7.1.

• Group Technical Standards (GTS), as introduced in section 2.7.2.

Operational Governance ensures that stakeholders’ expectations and requirements are met through comprehensive assurance frameworks, which encompass both internal and external audits and assessments.

All the procedures are available in GEMS.

SBM Offshore’sHSSE framework includes a comprehensive Emergency Response Program designed to ensure preparedness and resilience across all operational sites, covering environmental, occupational and process safety risks. The company maintains a clear guideline to prepare for and respond effectively to emergencies, supported by defined managerial responsibilities for emergency preparedness, response, and investigation. Regional, site, and unit-level emergency response teams are in place to execute these plans efficiently. Regular emergency training is conducted for employees and, where relevant, for local communities, including routine testing of response plans. Mechanisms are established for stakeholders to report emergencies, and clear protocols guide communication with external stakeholders to ensure transparency and coordination during emergency situations.

For instance, SBM Offshore maintains Shipboard Oil Pollution Emergency Plan (SOPEP) emergency response programs, which include emergency response needs assessments, plans, communication and reporting protocols with both internal and external stakeholders, as well as training and drills. These measures are designed to prevent and respond to oil pollution in accordance with MARPOL regulations. The programs are covered by SBM Offshore assurance frameworks and are regularly audited to ensure compliance. All the fleet is certified by ISPS and ISM-code, standards, which have requirements related to emergency response.

SBM Offshore is committed to managing its environmental impacts responsibly through the implementation of a robust Environmental Management System (EMS). The Company’s EMS ensures compliance with all applicable environmental regulations and drives continual improvement across global operations. Internal and external environmental audits are conducted regularly to verify performance, and corrective actions are implemented to address findings and enhance practices. Training and awareness programs are delivered to employees to strengthen environmental competencies, while transparent communication channels support internal coordination and external stakeholder engagement on environmental matters.

SBM Offshore is committed to managing and reducing effluents responsibly, as part of its environmental stewardship approach. The Company’s HSSE framework includes a sustainability policy commitment to prevent pollution and minimize discharges to the environment. Objectives and targets are established to guide continuous improvement in effluent management performance, supported by initiatives to reduce, reuse and recycle effluents across operations. Incident investigations and corrective actions are systematically conducted to identify root causes and prevent recurrence. Through these measures, SBM Offshore ensures compliance with environmental regulations and contributes to the protection of marine and coastal ecosystems.

Compliance with environmental regulations and client requirements is ensured through rigorous monitoring of water discharge parameters, with results shared in periodic meetings and reports. These processes are embedded in GEMS, developed in accordance with ISO 14001:2015, reinforcing SBM Offshore’s commitment to protecting marine and coastal ecosystems.

SBM Offshore’s Management System complies with the International Safety Management (ISM) Code, the International Ship and Port Facility Security (ISPS) Code, and international certifications including ISO 9001:2015, ISO 14001:2015, and ISO 45001:2023, as well as all applicable national and regulatory requirements. SBM Offshore’s Quality and Sustainability Policies underpin this framework, ensuring the highest standards of compliance, safeguarding the health and safety of personnel, minimizing environmental impacts across its operations and driving continuous improvement.

A detailed certification and classification table is provided in section 3.6.4, mapping compliance of SBM Offshore entities and sites with international certification standards and codes.

2.7.1 Global Enterprise Management System

The Management System is one of the key enablers for the Company to perform its business activities in a consistent, reliable and sustainable manner, meeting client expectations, adapting to new challenges and continuously improving ways of working.

The Management System of SBM Offshore is called the Global Enterprise Management System (GEMS) and is based on several international standards and other good practices. GEMS is the core of a broader ecosystem, including software solutions (e.g. LUCY, SBM Offshore’s Human Capital Management System) and other elements such as SharePoint microsites and Group Technical Standards (GTS) as introduced in section 2.7.2. The Group’s Vision, Values (section 1.3.2) and Policies are embedded in GEMS to support the correct governance of SBM Offshore’s organization and business activities. These form the foundation processes that are consistently applied throughout all offices and fleet operations (in-country offices and vessels).

GEMS is structured around three main process domains: executive, core and enabling services . The core processes have been modelled to show where the Company generates value from its activities (Core Value Creation). GEMS is represented as shown in the illustration. GEMS gives clear and formal ownership of end-to-end processes and clear identification of key controls. It provides a cohesive framework for quality and regulatory compliance, health and safety, security of personnel and assets, protection of the environment, as well as risk and opportunity management throughout the product lifecycle, ensuring the Company’s sustainability. GEMS can be accessed in its entirety via the Company’s intranet, which ensures easy access to all employees.

2.7.2 Group Technical Standards

A key driver for the cost of new projects is the technical standards which must be applied in addition to the local regulatory requirements. Typically, these standards fall into three categories – customer standards, contractor standards or a hybrid set of customized standards. In the current climate of severe cost-pressure, there is a logical push in the industry towards wider acceptance of contractor standards. By leveraging its expertise SBM Offshore can minimize project customization and efficiently deliver more standard products, with significant cost and schedule savings.

To support this approach, the Company has, over the years, established its own Group Technical Standards (GTS) by integrating key elements of its accumulated project execution and fleet operational experience. The GTS consist of a set of minimum technical requirements applicable to company products provided to customers on a Lease and Operate or Sale and Operate basis. They ensure a consistent design approach, optimized from a lifecycle-cost perspective and integrating the Company’s policies and standards with respect to personnel safety, environmental protection and asset integrity. Additionally, all GTS documents are formally reviewed and approved by Classification Societies acting as independent third parties.

To date, the Company has executed over 26 major projects using its GTS as the basis of design since they were established in 2003. The GTS are maintained by a team of internal technical authorities and experts covering all key technical aspects of Company products, providing assurance over GTS application during project execution and integrating operational feedback as part of GTS continuous improvement.

2.8 Statement of the Management Board on Risk Management

The Management Board is responsible for establishing and maintaining adequate internal risk management and control systems. The implementation of the internal risk management and control framework at SBM Offshore N.V. (Company) focuses on managing strategic, financial, sustainability, compliance and operational risks, as described in section 2.5.1 of the Management Report. Operational risks relate to the ability to deliver safe, reliable, and efficient projects and operations, while compliance risks relate to adherence to laws, regulations, the Code of Conduct, and internal policies.

As a key part of its scope, Group Risk and Control is responsible for the design of the internal risk management and control framework and reporting in this regard. Internal Audit performs independent monitoring, providing assurance through maturity assessments of the internal control environment. The Risk Assurance Committee, the Management Board, the Audit Committee and the Supervisory Board are involved in oversight and review of risk management and internal control performance, with structured quarterly reviews based on the Risk Appetite Framework and Internal Control Maturity Assessment. Third parties such as external auditor, certification bodies and regulatory bodies or agencies provide additional review and support over the effectiveness of assurance processes.

The Company’s internal risk management and control systems are designed and monitored using the COSO framework and encompass multiple internal control streams including Internal Control over Financial Reporting (ICoFR), Payroll (ICoPAY), Supply Chain (ICoSCM), Sustainability (ICoESG), and Information Technology (ICoSIT). These activities support the Management Board’s execution of the risk assessment and the description of the identified risks in relation to the Company’s risk appetite as referred to in best practice provisions 1.2.1 and 1.4.2(i) of the Dutch Corporate Governance Code, as well as its evaluation of the design and operating effectiveness of the internal risk management and control framework as referred to in practice provision 1.4.2 of the Dutch Corporate Governance Code. In addition, these activities inform the Management Board’s assessment of the effectiveness of the internal risk management and control systems with respect to operational, compliance, and reporting risks, referred to in best practice provision 1.4.2(iii) of the Dutch Corporate Governance Code.

During the financial year 2025, various aspects of risk management were discussed by the Management Board, including the consolidated quarterly Risk Report, Risk Appetite Statement review and the results of the annual Internal Control testing. The results of the annual Internal Control testing campaigns were reviewed and discussed by the Audit Committee, Supervisory Board, and the external auditor. The testing campaigns did not reveal significant control deficiencies and found that conformity rates were consistently maintained throughout the organization.

The VOR (Verklaring Omtrent Risicobeheersing) implementation and associated impacts were also discussed in depth between the risk management function, the Management Board and the Audit Committee ensuring alignment and full compliance with the Dutch Corporate Governance Code.

The internal risk management and control systems are structured to ensure that all main risks are identified, evaluated and managed within the defined risk appetite, and that financial reporting and sustainability reporting do not contain material inaccuracies. The Management Board recognizes the inherent limitations of internal risk management and control systems. Whilst the Company continuously works towards improving its processes and procedures, these systems cannot provide absolute certainty that all risks have been identified or are effectively managed. The level of comfort that they provide is influenced by, among other things, inherent limitations to risk management, business considerations such as the Company’s risk appetite, the complexity of the Company’s operations, and the dynamic nature of the business environment.

Certain risks remain outside the Company’s direct control, as they depend on third parties or external circumstances beyond the organization’s influence.

With due consideration to the above and in accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the Management Board confirms to the best of its knowledge that:

• The Management Report provides sufficient insights into deficiencies in the effectiveness of the Company’s internal risk management and control systems.

• The internal risk management and control systems of the Company provide reasonable assurance that the financial reporting for the financial year 2025 does not contain any material inaccuracies. This is supported by a mature ICoFR framework, internal control campaigns, internal audit monitoring, and risk assessments related to financial reporting, treasury, and project accounting, all aligned with the Company’s risk appetite statements.

• The internal risk management and control systems of the Company provide at least limited assurance that the sustainability reporting for the financial year 2025 does not contain material inaccuracies. This is supported by an ICoESG framework, quarterly internal control campaigns and internal audit monitoring consistency with CSRD reporting scope, focusing on analytical and qualitative review rather than full testing of control effectiveness.

• The Management Board, at December 31, 2025,  is not aware that the internal risk management and control systems do not provide sufficient comfort that the material compliance and operational risks identified in the section 1.4.2, are effectively managed, where sufficient comfort is to be read as: an appropriate, though not absolute, level of comfort, considering the Company’s compliance policies, the complexity and technical nature of the Company’s activities, the inherent limitations of the internal risk management and control systems and other disclosures on these systems in the Management Report. This level of comfort is aligned with, and supports, the risk appetite statements established for each material reported risk.

• Given the current circumstances, it is justified that the financial reporting for the financial year 2025 is prepared on a going concern basis.

• The identified material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation of the report have been included in the Management Report.

• The risk and internal control sections of this annual report can be found in this section and in sections 1.4 and 2.5, they  provide information on the identified material risks and the Company’s risk appetite.

Due to the inherent limitations of risk management and control systems, the above does not imply that these systems provide certainty that the Company’s strategic, operational, compliance and reporting objectives will be realized nor that they can prevent or detect all misstatements, errors, operational issues, fraud or non-compliance with laws or regulations.

Financial and sustainability reporting for the financial year 2025 was based upon the best information available throughout the year and the Company always makes a conscious effort to weigh the potential impact of risk.

The Management Board will continue to enhance the internal risk management and control systems through continuous improvement of operational, compliance, financial reporting and sustainability reporting risk management. Where areas for improvement are identified, specific action plans will be implemented and monitored.

Finally, with, reference to section 5.25c paragraph 2, sub c of the Financial Markets Supervision Act (Wet op het financieel toezicht), the Management Board states that, to the best of its knowledge:

• The financial statements for 2025 give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its consolidated companies.

• The Management Report gives a true and fair view of the position as per December 31, 2025, and that of the Company and its affiliated companies development during 2025. Furthermore, the Management Report includes a description of the identified principal risks facing SBM Offshore.

Schiphol, the Netherlands

February 25, 2026

Øivind Tangen, CEO

Douglas Wood, CFO

3 Sustainability Statement

3.1 General information

In accordance with the EU Corporate Sustainability Reporting Directive (CSRD), SBM Offshore is committed to implementing the European Sustainability Reporting Standards (ESRS) and publishing a Sustainability Statement aligned with its Disclosure Requirements.

To achieve this, SBM Offshore conducted a Double Materiality Assessment (DMA) to identify potential and actual impacts, risks and opportunities, and assess their materiality from both impact and financial perspectives. This process defined the material sustainability matters that form the basis for reporting under ESRS. Starting with the 2024 reporting cycle, SBM Offshore has revised the structure of its Annual Report in compliance with CSRD and ESRS, and to enhance readability.

With a clearly defined reporting framework, SBM Offshore is optimizing processes for data collection, management, and validation to enhance accuracy, integrity, and compliance. To strengthen CSRD and ESRS implementation, SBM Offshore has established a dedicated ESG reporting team, integrated sustainability KPIs into internal control procedures and is aligning its strategy to address identified material impacts, risks and opportunities. In parallel, SBM Offshore is continuously reviewing and enhancing policies, actions, metrics and targets to improve performance and transparency.

SBM Offshore continuously improves ESG data management and internal controls to enhance data quality and reporting. SBM Offshore is also actively monitoring regulatory developments, including CSRD, ESRS, and CSDDD (Corporate Sustainability Due Diligence Directive) updates (Omnibus package), and preparing for XBRL tagging requirements to comply with EU regulations.

3.1.1 General disclosures

ESRS 2 BP-1; BP-2; GOV-1; GOV-2; GOV-3; GOV-4; GOV-5, and ESRS E1; G1

This Sustainability Statement has been prepared on a consolidated basis for SBM Offshore N.V. and its subsidiaries, aligned with the scope of the consolidated financial statements presented in Chapter 4. It covers the period from January 1 to December 31, 2025, and follows the ESRS cross-cutting and topical standards, issued in 2024.

This statement reflects the DMA and due diligence outcomes, focusing on material topics identified through this process and in conformity with CSRD disclosure requirements. The structure follows ESRS guidance, including sections on General Information (section 3.1), Environment information (section 3.2), Social information (section 3.3), and Governance information (section 3.4), complemented by additional ESG-related topics, ESG main indicators, reporting boundaries, and an ESG content index (sections 3.5 to 3.8).

Where appropriate, disclosures include upstream and downstream value chain information – such as clients and suppliers in emissions-related sections and suppliers and yards in human rights – indicating where material topics arise and the applicable policies, actions, and targets. Relevant international frameworks (e.g., IPIECA, IOGP,SASB, GRI) have also been referenced to clarify methodologies and guidance applied.

For time horizons, SBM Offshore applies intervals of up to one year (short-term), one to six years (medium-term), and more than six years (long-term). This approach, which differs from the five-year intervals suggested by ESRS, is aligned with SBM Offshore’s existing processes for identifying and managing material impacts, risks, and opportunities.

Details about emissions across the value chain are provided in section 3.2.2, which covers scope 3 GHG emissions. SBM Offshore reports on three categories of scope 3 emissions defined by the GHG Protocol: Category 13 – Downstream Leased Assets (representing over 95% of total emissions), Category 1 – Purchased Goods and Services, and Category 6 – Business Travel. These categories were identified as the most relevant and significant based on SBM Offshore’s business activities and operations.

GHG emissions from FPSO assets leased to clients are classified as scope 3, Category 13 (Downstream Leased Assets) according to the GHG protocol. SBM Offshore, acting as the asset owner and O&M service provider, applies an operational control approach and collects primary operational data (e.g., energy use, flaring) to calculate and report these emissions in its scope 3 inventory, thereby enhancing accuracy and transparency in GHG emissions reporting.

To support transparency and comparability, SBM Offshore applies recognized emission factors and industry average datasets. Additional details on GHG emission boundaries and methodologies are provided in section 3.7.2.

A list of the ESRS disclosure requirements that have been incorporated by reference is presented in the ESG Content Index in section 3.8, specifying the data points disclosed in other chapters of this annual report.

The overall ESRS governance information is incorporated into chapters 1 and 2 with the reference presented in the ESG Content Index in section 3.8.

The Management Board remuneration policy includes a short-term incentive based on key performance indicators. One of the performance areas is sustainability performance. For each of the performance measures, the Supervisory Board, upon the recommendation of the Appointment and Remuneration Committee, determines the target achievement. There are no performance targets for the Supervisory Board, which allows for an unmitigated focus on long-term value creation. For a further description of the key elements of the Management Board remuneration policy, the integration of sustainability-related performance therein and the proportion of variable remuneration dependent on sustainability related targets, see sections 2.3.1, 2.3.2 and 2.3.4.

3.1.2 Strategy and business model

ESRS 2 SBM-1
Information on SBM Offshore’s business model, strategy, product and service portfolio, markets and value creation model is disclosed in sections 1.2, 1.3 and 1.5.

Section 4.3.2 informs SBM Offshore’s total revenues, which are mostly generated through: ’Lease and Operate’ (L&O) and ’Turnkey’¹ (Detailed information on the two segments is presented in section 4.3.2). In L&O, a portion of the revenues arises from operating and maintaining FPSO units for oil production, processing, storage and offloading on behalf of its clients. Consequently, SBM Offshore earns part of its L&O revenues from oil-related activities, which are linked to the fossil fuel sector. In L&O, SBM Offshore also includes the revenue earned from leasing FPSO units. The Turnkey segment mainly generates revenues from FPSO construction, sales, and related services. SBM Offshore achnowledges that leasing and selling FPSOs are indirectly linked to the fossil fuel sector, as these units are used in oil production. (For further details on the revenue, please refer to the Financial Statements, sections 4.2.1, 4.2.7 B, 4.3.2, 4.3.3.)

1. SBM Offshore does not generate revenue from coal, non‑associated gas, chemicals production, controversial weapons, or tobacco-related activities.

3.1.3 Stakeholder engagement

ESRS 2 GOV-4; SBM-2; IRO-1, and ESRS E1; S1; S2; G1
SBM Offshore is committed to value creation and, supported by its Stakeholder Engagement Policy, maintains open and continuous dialogue with stakeholders to promote responsible business practices. Collaboration – one of SBM Offshore’s core values – plays a key role in driving value creation across the entire value chain.

SBM Offshore adopts an inclusive approach, encouraging transparent interactions and incorporating diverse perspectives from its stakeholders. These include employees, clients, suppliers, shareholders, lenders, regulators, classification societies, yards, partners, local communities and civil society organizations (including non-governmental organizations – NGOs).

Engagement with key stakeholders enables SBM Offshore to identify, assess, and manage impacts, risks, and opportunities (IRO) throughout the value chain. Insights gathered through these interactions facilitate the development of integrated strategies and actionable plans, including those informed by due diligence and environmental and social assessments conducted internally and by independent third parties. Continuous communication fosters a strong understanding of the business ecosystem and supports the development of the DMA.

SBM Offshore is conscious of its place in the value chain of the offshore energy sector. By providing market-ready solutions to reduce emissions, SBM Offshore is diligently pursuing progress of the industry. For this reason, beyond the DMA process and its stakeholder engagement and outcomes, among others, the following engagements took place during the year¹:

In accordance with SBM Offshore’s Anti-Bribery and Corruption Policy, political contributions are not allowed. SBM Offshore does not participate in party political activity nor will it make contributions to political organizations or affiliated individuals of anything other than de minimis value.

For extra and complementary information about the main actions implemented and results, see the topical sections of these Sustainability Statements and the SBM Offshore website.

1. To avoid redundancy this information will not be repeated in each material topic section.

3.1.4 Double materiality

ESRS 2 GOV-4; SBM-1; SBM-2; SBM-3; IRO-1; IRO-2, and ESRS E1; S1; S2; G1

SBM Offshore is strengthening its approach to data governance, target setting, reporting practices and performance management, having made significant progress over the past decade.

The materiality assessments are central to SBM Offshore’s sustainability strategy. These assessments identify the most significant environmental, social, governance and economic topics that could impact SBM Offshore’s operations and/or its stakeholders, as well as the associated risks and opportunities. This process enables the understanding and integration of stakeholder interests into DMA and sustainability reporting decision-making.

SBM Offshore reviews its materiality assessment every four years, adapting to evolving ESG risks, regulations, and stakeholder expectations while confirming that sustainability efforts remain strategic and effective. In the interim, regular updates are conducted to capture critical changes in external conditions and ESG factors. The outcomes of the materiality assessment are validated by the Management Board, supporting the use of its findings to inform the organization’s strategic direction and performance management.

In 2023, SBM Offshore conducted a materiality assessment aligned with the double materiality principle emphasized by the CSRD. This process involved identifying and evaluating material impacts, risks and opportunities across SBM Offshore’s operations and value chain, considering both impact and financial perspectives to determine whether each sustainability matter was material from one or both dimensions¹.

The assessment incorporated insights from interactions with key internal and external stakeholders carried out specifically for the DMA process, alongside knowledge acquired through project-specific Environmental Impact Assessments (EIAs), due diligence, climate risk assessments and other processes. The findings from these interactions and assessments guided SBM Offshore to identify, evaluate and manage impacts, risks and opportunities within its value chain.

The DMA process was validated by independent external experts in 2023, strengthening its robustness and credibility (for a brief description of the DMA process, see section 3.7.1). The outcome of this process was applied in 2024. A subsequent review in 2025 confirmed the continued relevance of the conclusions reached and the material topics defined.

SBM Offshore’s six material topics – together with their associated impacts, risks, opportunities, policies, actions, and targets – are disclosed in this report in accordance with ESRS topical and cross-cutting standards.

SBM Offshore has assessed various environmental and social topics in its DMA, including pollution (ESRS E2), water and marine resources (ESRS E3), biodiversity and ecosystems² (ESRS E4), resource use and circular economy (ESRS E5), affected communities (ESRS S3), and consumers and end-users (ESRS S4). SBM Offshore concluded that these topics are not standalone material matters for its operations or stakeholders.

1. Further information on the materiality process conducted in 2023 is also available in section 3.7.1 of this Sustainability Statement and section 3.3 of the 2024 Annual Report.
2. SBM Offshore’s activities are not located in or near protected or ecologically sensitive areas, such as the Natura 2000 network of protected areas, UNESCO World Heritage sites, Key Biodiversity Areas (‘KBAs’), as well as other protected areas (IUCN sites, wetlands listed under the RAMSAR Convention, Alliance for Zero Extinction sites).

3.1.5 Material impacts, risks, and opportunities

ESRS 2 SBM-3; IRO-1, and ESRS E1; S1; S2; G1
The relevant impacts, risks and opportunities (IRO) identified from the DMA, and the actions to manage them, are described in the sections dedicated to each material topic (sections 3.2 to 3.4). In total, SBM Offshore has identified 22 IROs.

3.1.6 Policies, targets and metrics adopted to manage material topics

ESRS 2 MDR-P, MDR-M; MDR-T, and ESRS E1; S1; S2; G1

The main policies, targets and metrics applied to support SBM Offshore’s performance on each material topic are presented within the respective sections (sections 3.2 to 3.4, 3.6 and 3.7) and summarized in section 1.1.3 – Performance Summary.

3.2 Environment information

3.2.1 Climate change impact, risk and opportunity

ESRS 2 SBM-3; IRO-1, and ESRS E1

SBM Offshore identifies and assesses climate-related risks and opportunities within its Enterprise Risk Management (ERM) framework, aligning with SBM Offshore’s strategy through a structured risk breakdown approach. When relevant, these risks are integrated into detailed reviews for projects and FPSO fleet operations across SBM Offshore’s portfolio. The Risk and Control team facilitates this process and reports findings to the Risk Assurance Committee (RAC) for consolidation and discussion of risk profile evolution and mitigation actions.

The Management Board and Supervisory Board oversee climate-related matters through the quarterly risk reports, aligning with SBM Offshore’s Risk Appetite Statements in sections 1.4.1 and 2.1.

Since 2019, SBM Offshore has performed the climate risk assessment with business, risk management and sustainability experts to identify climate risks for its business, segmenting between operations, offices and yards, following the TCFD frameworks. In the years following, SBM Offshore expanded its financial impact analysis and disclosures, which have been updated during 2023. During 2024, SBM Offshore continued to use the TCFD framework and adopted further physical climate-related hazards from ESRS 2 IRO-1 and ESRS E1-9.

Building on insights from the previous year’s assessment, SBM Offshore enhanced its climate scenario evaluation in 2025 to better understand the potential impacts of climate change on its operations and strategy. This refinement included additional parameters and the use of weather station data collected directly from FPSO assets, to verify assumptions and improve data accuracy.

The assessment was carried out through a series of cross-functional, scenario-based workshops, bringing together expertise from across the organization. These workshops focused on identifying, scoring and prioritizing climate-related risks and opportunities for SBM Offshore’s activities in yards (upstream value chain), offices (own operations and shorebases), and offshore assets (own operations). The assessment also covered SBM Offshore’s supply chain, focusing on key upstream suppliers (yards), as disruptions in these areas could pose the most significant operational risks. A full list of these assets and their locations can be found in section 1.2.2. Each identified item was evaluated using the Group Risk Matrix, assigned to an owner with defined follow-up actions and timelines, and recorded in the Risk Management Platform, supporting structured monitoring and reporting.

In line with previous disclosures, the 2025 assessment did not reveal any substantive financial effects at the consolidated level, based on the evaluated scenarios. Overall, SBM Offshore’s business model remains resilient under the tested physical and transition pathways. While the financial impact of specific physical and transition risks has not yet been quantified, this is an area of ongoing development that will continue to evolve at SBM Offshore, in accordance with the ESRS E1-9 requirements. For further details on the financial analysis related to climate impact, please refer to the Financial Statements, section 4.3.27.

For the Climate Risk Assessment, SBM Offshore considers three periods, up to 2030, 2040 and 2050. These periods reflect the lifespan of SBM Offshore’s assets and operational sites and align with the scenario analysis requirements under ESRS E1.

To comprehensively investigate potential climate-related risks and opportunities, SBM Offshore evaluates two distinct climate scenarios: one representing a high GHG emissions pathway to analyze physical risks, and another representing a low GHG emissions pathway to assess transition risks and opportunities. These analyses are crucial for understanding how different climate conditions could materially impact the business over time.

In 2025, the following emissions scenarios were used, based on the latest global climate model data (CMIP6) that inform the Intergovernmental Panel on Climate Change’s Sixth Assessment Reports (IPCC AR6):

• Physical Risk Projection: application of the SSP5‑8.5 scenario¹, which assumes a fossil-intensive development path resulting in high GHG emissions and serves as a very high‑emissions stress test applied across 2030, 2040 and 2050. This scenario helps to assess the severe physical hazards associated with the most challenging future climate conditions.

• Transition Risks and Opportunities: application of the SSP1‑2.6 scenario¹, which emphasizes clean energy technologies and the preservation of the natural environment, resulting in a lower-emissions pathway, complemented by the IEANet-Zero Emissions (NZE) by 2050 scenario, which serves as a benchmark for the energy sector aligned with a 1.5°C global temperature increase. Although this pathway minimizes physical risks, it necessitates rapid and stringent decarbonization measures, leading to substantial transition risk exposure for SBM Offshore. At the same time, it also presents strategic opportunities for innovation, market positioning and long-term resilience.

The physical climate risk assessment follows ESRS E1-9 guidelines and covers climate hazards across both onshore and offshore assets. The 2025 assessment has been enhanced by incorporating additional parameters previously excluded due to limited data, such as wind direction, wave height and currents. These hazards were integrated through the analysis of metocean data collected from FPSO assets and compared against design parameters. This inclusion not only strengthens the assessment but also offers a more comprehensive perspective on offshore asset integrity and operational continuity, reflecting SBM Offshore’s commitment to continually improving climate resilience.

In 2025, SBM Offshore evaluated 16 of the 28 physical climate hazards identified under ESRS E1. The remaining 12 hazards – including permafrost thawing, coastal erosion, soil degradation, soil erosion, solifluction, tornado, drought, glacial lake outburst, avalanche, landslide and subsidence – were considered immaterial or not relevant to SBM Offshore’s areas of operation. The assessment applied IPCC CMIP6 SSP5-8.5 scenario modelling, using metocean data collected from FPSO assets and comparing the results against design parameters. For hazards where data was not available through the CMIP6 database – specifically water stress, river floods and coastal floods – SBM Offshore used alternative data sources, such as the World Resources Institute’s Aqueduct Water Risk Atlas. All assessments were based on asset-level geospatial coordinates to obtain location-specific insights.

Physical Risks Hazards

Two climate hazards were identified as posing risks to offshore assets: heat stress and cyclones.

The remote possibility of cyclones remains a concern for offshore assets in regions prone to extreme weather events. Projections indicate that future climate conditions within SBM Offshore’s time horizons are expected to marginally affect cyclone intensity. Consequently, offshore assets are not anticipated to be significantly impacted by these events, as the likelihood is expected to remain unlikely. However, the potential for cyclone-related damage still exists.

Heat stress is expected to be the most significant hazard for offshore assets under the applied climate scenario. It may affect personnel and limit outdoor work when air conditioning is not feasible. This risk is particularly pronounced for offshore assets in Angola and the United States, considering the projected heat index² under more extreme climate conditions. Nonetheless, no major impacts are anticipated, as improvements in protective equipment, implemented mitigation actions, and established scheduling practices are already in place to effectively manage heat-related risks.

Ocean acidification and saline intrusion are not currently expected to pose significant risks to offshore units, as existing engineering and design standards already incorporate the latest metocean modelling and provide sufficient resilience to these evolving environmental conditions.

Six climate hazards were identified as posing risks to onshore assets: heat stress, changing air temperature, changing wind patterns, water stress, changing rainfall patterns, and flooding (river and coastal).

Heat stress is primarily expected to impact construction yards, as work in offices, shorebases and R&D laboratories occurs in controlled environments with reliable air conditioning. Among the yards utilized by SBM Offshore, those located in China and Singapore already experience some degree of exposure. Heat stress is monitored and recorded seasonally at these yards to inform work scheduling and safety planning.

Water stress was assessed using the World Resources Institute’s Aqueduct Water Risk Atlas. While most onshore assets currently have reliable access to water, locations in Angola, China, India and Mexico show higher exposure. Mitigation measures are already in place, and continued monitoring and proactive adaptation planning remain essential. The degree to which local infrastructure may be affected under future conditions is not yet fully understood.

Both river and coastal flooding were assessed for onshore assets. As with water stress, it remains uncertain as to what extent available tools account for local flood defenses. Some onshore assets in China, Brazil, Angola and Guyana may be exposed to flooding risks, which could cause direct damage to assets or people, or result in operational disruptions such as shutdowns or construction delays. Flooding occurs annually in parts of China, but current yard locations have not been affected. Monitoring of off-site surroundings and logistics routes continues to be an important part of local risk management.

None of SBM Offshore’s onshore asset locations are situated in areas prone to landslides, which is why this hazard was not included in the formal assessment. However, in Brazil (Angra dos Reis), the main road connecting Rio de Janeiro to the yards passes through landslide-prone areas. This risk is already addressed through route monitoring and contingency planning. Occasional roadblocks have been experienced, reinforcing the need for ongoing vigilance.

Current assessments indicate that no material impacts are expected across the identified hazards under present conditions. Nevertheless, SBM Offshore continues to monitor climate-related risks and integrate mitigation measures into operational planning. Proactive adaptation strategies, including contingency planning and infrastructure monitoring, remain critical to maintaining resilience.

Based on available results, water stress emerges as the most widespread hazard affecting the majority of onshore assets, except those located in the Netherlands, Switzerland, Portugal, Brazil, Equatorial Guinea, the United States, and Singapore. While onshore assets generally have reliable water access, additional water sources or contingency measures may need to be identified if risk levels increase in line with projected scenarios.

Physical Risks (Climate scenario SSP5-8.5)

According to the United Nations’ projections in 2024, the global population is expected to continue growing over the next 50 to 60 years, reaching a peak of approximately 10.3 billion people in the mid-2080s, an increase from 8.2 billion in 2024. Global energy demand is set to grow in the coming decades. While the share of renewable energy in the energy mix is increasing and governments are raising their decarbonization targets, oil and natural gas will remain crucial to the primary energy mix. According to the World Energy Outlook 2025, demand for new oil and natural gas projects is projected to grow until the end of the decade, after which it is expected to gradually decline until 2050.

To assess transition risks and opportunities, SBM Offshore applied the SSP1-2.6 scenario, which outlines a sustainability-focused pathway to limit global warming to well below 2°C. This scenario assumes strong international cooperation, aggressive climate policies, and increased adoption rates for renewable energy. The transition is driven by five key factors: policy and legal changes, market dynamics, technological advancements, reputation, and stakeholder expectations.

Under this scenario, demand for traditional O&G projects may decline at a higher rate until 2050. There may also be increased exposure to carbon pricing and greater reputational pressure. This scenario also presents significant opportunities, including the potential to enhance lower-carbon solutions through SBM Offshore’s transition plan, accelerate portfolio diversification toward renewable energy integration and hybrid energy systems, and strengthen strategic partnerships with clients focused on decarbonization.

Constraints in the financing landscape exist, representing an increased transition risk, particularly under a well-below 2°C scenario. As financial institutions and investors increasingly favor lower-carbon portfolios, access to capital for O&G projects may become more limited. To mitigate this risk, SBM Offshore focuses on financial performance, operational excellence, and transparent ESG disclosures to build investor confidence. At the same time, SBM Offshore is expanding on its offering of decarbonization solutions for FPSOs – such as carbon capture, electrification, and energy efficiency – while preserving flexibility for future diversification. This approach enables resilience in the core O&G business while aligning with evolving market expectations.

Inflationary pressures and changes in the subsidy landscape have affected certain industry players, resulting in delays for the development of new energy products. This situation highlights the risks of financial setbacks and a slowdown in new energy investments offshore. In response, SBM Offshore has implemented a selective strategy for its blue economy portfolio, focusing on projects that are both viable and capable of achieving the scale needed to make cleaner energy more affordable.

SBM Offshore leverages its capabilities to capture emerging market opportunities. Through collaboration and partnerships with organizations aligned on risk, reward and impact, SBM Offshore contributes to collective efforts to build a resilient and sustainable ocean economy.

Further data on transition climate risk analysis is provided in the table below. SBM Offshore’s scenario analysis continues as an iterative process to critically assess and prepare for evolving climate and market conditions, serving as a tool to explore potential transition pathways rather than predict specific outcomes.

The ongoing energy transition presents not only challenges but also significant opportunities for SBM Offshore to apply its innovative ocean infrastructure, pioneering spirit, and deepwater expertise in the development of new energies solutions. As the global energy system evolves, these solutions provide pathways for diversification and long-term growth. SBM Offshore’s exploration of the blue economy focuses on scalable, technically and economically viable projects that can accelerate the affordability of more sustainable floating solutions and enhance the resilience of future energy systems. Further information is presented in section 1.2.

Transition Risks (Climate scenario SSP1-2.6)

Transition Opportunities (Climate scenario SSP1-2.6)

1. In 2025 SBM Offshore started adopting the CMIP6 data that provided the foundation for the IPCC AR6. While the Representative Concentration Pathways (RCPs) emissions scenarios were used to drive the CMIP5 generation of models applied in the IPCC AR5, CMIP6 utilizes an enhanced set of emissions scenarios based on Shared Socio-Economic Pathways (SSPs). The SSPs complement RCPs by exploring the socio-economic conditions behind various emissions levels in a more standardized manner. To enable comparison between CMIP5 and CMIP6, three SSP scenarios which correspond to the most widely-used RCPs (2.6, 4.5, and 8.5) have been adopted by the climate modelling community: SSP1-2.6 (a 2°C scenario approximately equal to RCP2.6), SSP2-4.5 (approximately equal to RCP4.5), and SSP5-8.5 (a high-emissions scenario similar to RCP8.5).
2. The Heat Stress Index (HSI) quantifies the combined effects of temperature, humidity, air movement, and radiant heat on the human body, helping to assess the risk of heat-related illnesses.

3.2.2 Emissions

ESRS 2 GOV-3; SBM-2; SBM-3; IRO-1, and ESRS E1
SBM Offshore has identified key material impacts, risks and opportunities related to emissions resulting from the DMA. This information guides SBM Offshore in continuously improving the management of emissions associated with its operations and value chain, as further discussed in this section.

Emissions material impacts, risks and opportunities

Energy availability is fundamental for sustaining human progress, driving economic growth, and enhancing well-being. Under the Net-Zero Emissions by 2050 Scenario (NZE) developed by the International Energy Agency (IEA), a combination of both renewable and fossil fuel energy sources is required to satisfy global energy demand. However, the journey to limit global warming to 1.5ºC has become increasingly challenging as the world struggles to align with scientifically established pathways toward achieving net-zero emissions. A robust policy framework that incentivizes decarbonization solutions and technologies, along with improved access to financing, is crucial to facilitate the energy transition.

Recognizing the complexities of today’s energy landscape, SBM Offshore remains committed to advancing decarbonization and promoting the energy transition through innovation, product development, and emissions reduction, despite the climate challenges inherent in its industry. SBM Offshore aims to play a constructive role in the energy transition by collaborating within its value chain and the broader energy ecosystem to work towards a net-zero future. This commitment is anchored in SBM Offshore’s True. Blue. Transition. promise, which guides SBM Offshore in fulfilling a sustainable role in society.

To reflect its commitment to supporting sustainability initiatives, including environmental stewardship, SBM Offshore has established a Sustainability Policy, which has been approved by the Management Board and applies to all divisions, business units, partners, yards and suppliers. The policy objectives include minimizing environmental impacts by managing GHG emissions, non-GHG emissions, biodiversity, water usage, waste, and circularity, and by using natural resources and energy more efficiently across SBM Offshore’s operations and value chain. The policy supports alignment with relevant environmental laws and regulations while promoting transparent and regular reporting on sustainability performance.

SBM Offshore’s Sustainability Policy aligns with the OECD Guidelines for Multinational Enterprises and is implemented through the Assurance Management System. This integration translates the policy’s commitments into operational procedures, supporting SBM Offshore’s energy transition and decarbonization efforts.

The Management Board and Supervisory Board maintain direct oversight of climate-related matters, including emissions performance, climate risks, climate policies, and governance practices. This oversight is exercised through quarterly risk reports prepared by the Risk Assurance Committee (RAC). The governance of emissions is overseen by the Group HSSEQS Director – a member of the Executive Committee – who leads the Group Sustainability team with the functional ownership of managing emissions. The Group Sustainability team is responsible for:

• Conducting an annual review of climate impact, risks and opportunities.

• Tracking progress towards the net-zero ambition.

• Monitoring and consolidating calculations of GHG and non-GHG emissions.

• Engaging with both internal and external stakeholders to foster emissions reductions.

• Setting emission reduction targets, monitoring and assessing the results.

Climate-related considerations are factored into the remuneration of management according to the method explained in remuneration sections 2.3.1 and 2.3.2. In 2025, an emission-related target was one of the metrics for the short-term incentive for the Management Board and employees.

SBM Offshore’s core activities involve delivering and operating FPSO units tailored to meet client specifications, leveraging decades of engineering expertise and operational experience. While the emissions from FPSO units are mainly determined by design requirements, field characteristics and operational profiles, SBM Offshore proactively develops technological advancements to enhance energy efficiency and minimize environmental impacts, including GHG emissions in operations, all while safeguarding reliability and operational excellence in production. However, SBM Offshore acknowledges that the deployment of new technologies on FPSO units – and its ability to influence FPSOs’ emissions reduction – remains limited and conditional. Outcomes depend on market demand, client specifications, climate strategies, regulatory requirements, and project economics throughout the value chain.

SBM Offshore is committed to a strategy and decarbonization pathway that aligns with its ambition of achieving net zero by 2050, addressing scope 1, scope 2, and scope 3 emissions from downstream leased assets. SBM Offshore has established its intermediate climate targets based on guidelines of the Science Based Targets Initiative (SBTi)¹. To incorporate these long-term emission reduction targets into the business strategy, SBM Offshore develops Corporate Guidance each year that strengthens its strategic direction and goals, providing a framework for decision-making and aligning the organization around company-wide priorities for emissions management and other topics.

• Climate Neutral by 2025;

• 100% renewable energy by 2030².

The scope 1 and scope 2 emissions targets are aligned with the 1.5°C climate pathway, which also supports the EU objective of achieving climate neutrality by 2050. SBM Offshore is making steady progress in reducing scope 1 and scope 2 emissions, having achieved climate‑neutral operations for its offices and shorebases in 2024 and successfully maintaining this status in 2025. This was enabled by the continued expansion of renewable electricity sourcing, the use of Energy Attribute Certificates (EACs), and the purchase of carbon credits to address remaining emissions where renewable energy availability is limited. This progress is driven by a focus on energy efficiency, electrification and the increased use of electricity generated from renewable resources.

In 2025, strengthened internal controls and detailed, region‑specific energy data reviews Supported the accuracy and reliability of scope 1 and scope 2 emissions data ahead of year‑end consolidation. Looking ahead, SBM Offshore is committed to sourcing 100% of its energy consumption from renewable sources through targeted procurement strategies and contractual agreements, with full implementation expected by 2030. SBM Offshore remains on track to achieve net‑zero scope 1 and scope 2 emissions by 2030.

• Lower-carbon FPSO available to the market by 2025;

• 50% reduction in GHG intensity³ for downstream leased assets by 2030;

• Zero routine flaring⁴ for downstream leased assets by 2030.

SBM Offshore aspires to achieve net-zero emissions by 2050 and has set interim targets to reduce the carbon intensity of its downstream leased assets. To reach these goals, SBM Offshore is investing in innovative technologies and forming strategic partnerships to significantly lower emissions from new FPSO units while improving the efficiency of existing ones.

A key milestone achieved by SBM Offshore on its journey toward net-zero emissions is the market-readiness of a lower-carbon FPSO by 2025. The design incorporates CCS which, combined with other lower-carbon technologies, can reduce GHG emissions by up to 80% in comparison to conventional units, depending on the combination of technologies adopted. In May 2025, the American Bureau of Shipping (ABS) granted Approval in Principle for the solution after a thorough review of its design in accordance with regulatory and class requirements.

SBM Offshore is also on track to achieve a 50% reduction in GHG intensity from scope 3 emissions of downstream leased assets, compared with the 2016 baseline. Given the current industry business models, SBM Offshore recognizes that further emission reductions for downstream leased assets by 2050 will require continuous collaboration and shared responsibility across the industry, financiers, and regulators. Key actions and opportunities to meet these objectives include:

Despite increasing momentum behind the energy transition, a lack of supportive policies and financing globally means that the sector is still not on a trajectory aligned with its climate goals. To collectively advance towards net zero by 2050 while contributing to a just energy transition, SBM Offshore continues to collaborate with stakeholders across the value chain, including the market, financiers, and regulators, to create a favorable policy and financing environment that encourages the development and adoption of carbon reduction, carbon removal, and lower-emission products and technologies.

Recognizing the need for all energy sources in the global energy mix for the foreseeable future, SBM Offshore understands that the O&G market will remain strong. Therefore, SBM Offshore makes efforts to enhance O&G production efficiency by optimizing energy use and reducing emissions from FPSOs. In partnership with Mitsubishi Heavy Industries, SBM Offshore is also developing CCS solutions for FPSOs, which is essential to enable significant GHG emissions reductions from FPSOs and represents the greatest potential for reducing their carbon footprint.

SBM Offshore continually provides solutions that create value, meet specified performance targets, and offer high levels of delivery assurance. This comprehensive approach not only supports the successful execution of challenging projects but also strengthens the foundation for long-term partnerships. Among the various solutions contributing to a net-zero economy, SBM Offshore is actively developing carbon capture technologies for industrial users, as well as lower-carbon energy generation and renewable energy solutions, including floating offshore wind and solar power.

SBM Offshore remains dedicated to its core activities while advancing toward a net-zero future by developing competitive technological solutions that significantly reduce emissions and enhance the efficiency of traditional O&G production. Additionally, SBM Offshore invests in R&D of new ocean infrastructure solutions while building strategic partnerships to develop promising sectors, such as offshore renewable energy, ammonia and hydrogen production, and alternative CCS methods for carbon-intensive industries. SBM Offshore actively innovates and proposes to the market scientifically proven low-emission products and alternative future-focused energy technology solutions needed for a more sustainable tomorrow.

SBM Offshore allocates a portion of its R&D expenses to the development of renewable energy products and services, as well as other low-emission products, and the decarbonization of the O&G value chain⁵. SBM Offshore acknowledges that, despite its efforts to enhance the technological and economic feasibility for scaling up offshore solutions, the deployment of new technologies in operational settings and the additional investments required for renewable energy offshore operations are contingent upon market demand from the power, ammonia, hydrogen and other industries. Current priorities reflect SBM Offshore’s understanding of the business landscape, which may evolve with future developments and shifts in the global market’s appetite for new ocean infrastructure solutions.

The CAPEX related to oil-related activities in 2025 is presented in in section 4.3.13⁶. SBM Offshore does not support coal or non-associated gas activities.

SBM Offshore’s emissions-management approach builds on many years of continuous improvement. In 2025, SBM Offshore maintained its focus on reducing scope 1 and scope 2 emissions, while also working closely with clients to identify and advance opportunities for scope 3 emissions reductions. To benchmark its operational environmental performance, SBM Offshore uses IOGP performance data, which supports target setting, progress monitoring, and comparison with industry peers.

Performance in 2025 should be viewed in the context of an atypical operational year, marked by the ramp-up of three newly commissioned FPSOs. Early operational phases typically involve higher flaring, increased emissions intensity, and temporary efficiency losses, all of which contributed to deviations from standard industry benchmarks. Despite this context, SBM Offshore continues to pursue long-term improvements in environmental performance. SBM Offshore’s 2025 performance results, compared with IOGP data, are presented below:

• GHG emissions: 145 tCO₂e per 1,000 tonnes hydrocarbon production (11% above IOGP), influenced largely by commissioning and ramp-up activities of the new FPSOs.

• Gas flared: 19 tonnes per 1,000 tonnes hydrocarbon production (114% above IOGP), reflecting normal, temporary start-up-related process instabilities.

• Energy consumption: 1.3 GJ per tonne of hydrocarbon production (15% lower than IOGP), demonstrating strong underlying energy-efficiency performance despite the temporary impacts of ramp-up operations.

SBM Offshore calculates its GHG emissions based on the guidelines from the GHG Protocol Corporate Standard and Corporate Value Chain Standard. SBM Offshore uses the most recent Global Warming Potential (GWP) values published by the Intergovernmental Panel on Climate Change (IPCC), focusing on a 100-year time horizon to convert non-CO₂ gases into carbon dioxide equivalent (CO₂e) emissions. Detailed information about the methodologies and emission factors is disclosed in section 3.7.2. In 2025, SBM Offshore reported a total of 7.9 million tonnes of CO₂e, which includes scope 1, scope 2, and scope 3 emissions.

In 2025, scope 1 emissions accounted for virtually 0% of total emissions, amounting to 79 tonnes of CO₂e, of which 54 tonnes relate to gas consumption and 25 tonnes relate to the use of diesel-powered backup generators. This was a reduction of 53% compared with 2024, primarily driven by the relocation from the Schiedam office to Rotterdam. In 2025, SBM Offshore completed the transition from its former office in Schiedam to a more energy-efficient office in Rotterdam, where gas-based heating was replaced with a city heating system using energy from waste.

SBM Offshore compensated for the remaining scope 1 emissions using verified carbon credits, detailed in 'GHG removals and carbon pricing'.

In 2025, SBM Offshore purchased a total of 5,437 MWh of electricity, resulting in location-based emissions of 1,899 tonnes of CO₂e. This figure represents an 8% reduction compared to 2024, together with an 11% overall reduction in electricity consumption. The improvement was driven not only by the enhanced energy efficiency of the new Rotterdam office but also by broader operational efficiency measures implemented across SBM Offshore. These included optimized occupancy, the continued adoption of hybrid working practices that reduce operational loads, and ongoing improvements in lighting efficiency and IT power-management across multiple locations.

The emissions are calculated based on the average energy mix and the resulting emissions factor for each location, disclosed in section 3.7.2.

SBM Offshore has committed to becoming GHG neutral by 2025 and aims to utilize 100% renewable energy for its own operations (scope 1 and scope 2) by 2030, having achieved a 80% emissions reduction to date compared to its 2016 baseline. To reach these goals, SBM Offshore is primarily sourcing renewable energy for office-related operations, either through green electricity supply agreements or by using Energy Attribute Certificates (EACs). 

In 2025, SBM Offshore achieved 100% renewable energy use in five offices by purchasing green electricity directly from suppliers: Amsterdam, Rotterdam, Rio de Janeiro, Monaco and Marly. For other locations – including offices in Houston, Kuala Lumpur, Porto, Singapore, Shanghai, Bangalore, shorebases in Santos, and the Test and Development Center (T&DC)⁷ – SBM Offshore sourced renewable energy through unbundled EACs. In markets where renewable energy was not accessible, such as Luanda, Georgetown, and Malabo, SBM Offshore compensates for the remaining emissions by purchasing verified carbon credits, as detailed in ’GHG removals and carbon pricing’.

Scope 2 market-based emissions made up 0.01% of total emissions in 2025, amounting to 708 tCO₂e, a reduction of 16% compared with 2024. This change is primarily driven by reduced electricity demand following the transition to the more energy-efficient Rotterdam office, complemented by additional operational efficiency measures implemented in India, Guyana, and other locations.

The construction period for an SBM OffshoreFPSO normally comprises up to three years. SBM Offshore applies the GHG Protocol average‑data method to estimate FPSO project emissions and uses a pragmatic approach to identify the most emission‑intensive components and materials. The GHG emissions for the assets under construction are estimated using the finance‑reported percentage‑of‑completion (POC) for the Hull (MPF) and the Topsides⁸ in the reporting period, following the methodology described in section 3.7.2.

In 2025, SBM Offshore had two MPFs, two topsides⁹, and one FSO under construction, resulting in 266,257 tCO₂e, or 3.4% of the total emissions. This represents a 1% reduction compared to 2024.

In 2025, air travel-related emissions accounted for 0.5% of total emissions, totalling 36,096 tCO₂e, an increase of 5% compared with 2024. The rise in emissions reflects an uptick in business activities, including projects and commissioning activities that necessitated key staff taking long-distance flights.

Emissions from downstream leased assets (FPSOs) continue to represent the largest share of SBM Offshore’s carbon footprint, accounting for 96.2% of total emissions, or 7.6 million tonnes of CO₂e in 2025. The 11% increase compared with 2024 is primarily attributed to the startup phase of three newly commissioned units during the reporting period. During these early operational stages, FPSO equipment typically operates under sub-optimal conditions while production systems stabilize, resulting in higher flaring and less efficient combustion, which temporarily increases emissions.

Relative to the 2016 baseline – when the GHG intensity of downstream leased assets was 202 tCO₂e per 1,000 tonnes of hydrocarbon produced – SBM Offshore achieved a 28% reduction, reaching 145 tCO₂e per 1,000 tonnes in 2025. Despite this long-term improvement, the 2025 intensity performance was 11% above the IOGP industry benchmark, reflecting the temporary impact of ramp-up activities of the new units. Although the new FPSO units are designed for higher energy efficiency, the combined effect of three simultaneous rampup periods led to an overall increase in emissions intensity for the year.

The energy intensity of downstream leased assets was 15% below the IOGP benchmark, demonstrating SBM Offshore’s sustained commitment to operational efficiency. Lower energy intensity directly contributes to improved emissions performance as production stabilizes. Detailed information on energy consumption volumes is provided in section 3.6.1.

SBM Offshore acknowledges that operating and upcoming FPSOs lead to locked-in emissions – emissions that are expected to occur over the asset’s lifetime due to the long-term nature of O&G projects. To enable significant emissions reductions for new FPSOs, SBM Offshore plans to improve communication on the lower-carbon features of its latest FPSO design. However, the adoption of technologies and features aimed at improving emission efficiency will depend on market dynamics and clients’ financial appetite and acceptance.

In its efforts to optimize operations and reduce emissions on the FPSOs where SBM Offshore provides operations and maintenance, SBM Offshore has set a flaring target of 1.86 million standard cubic feet per day (mmscf/d) as the fleet average for 2025¹⁰. In the year, SBM Offshore achieved a gas flaring rate of 1.12 mmscf/d in 2025, a result reinforced by the continued focus on minimizing unplanned events within its operated fleet.

SBM Offshore recognizes that reducing operational CO₂ emissions requires ongoing efforts to improve energy and resource efficiency, along with a clear understanding of its energy consumption per location and operation. This section summarizes the total energy consumption for own operations, noting an increase in the share of energy sourced from renewables since 2016, which is the base year for SBM Offshore’sGHG emissions targets. Detailed information about energy consumption by source and location, as well as energy production data, is available in section 3.6.1.1.

This section summarizes SBM Offshore’s annual GHG emissions compared with the baseline year and outlines targets for emission reduction. The scope 3 target specifically focuses on emissions intensity from downstream leased assets, as emissions from FPSO operations represent most of the overall scope 3 emissions. Therefore, improving performance in this area is crucial for SBM Offshore to align with industry decarbonization pathways and climate goals.

The focus on reducing FPSOs’ emissions intensity is reinforced by emerging policies and global industry initiatives, including the World Bank’s Zero Routine Flaring by 2030 Initiative, the Global Methane Pledge, the Oil & Gas Methane Partnership 2.0, and the IOGP Energy Transition Framework. These initiatives promote lower-carbon offshore operations and emphasize the importance of addressing emissions where they have the most significant impact.

Detailed GHG emissions data for scope 1, scope 2 and scope 3 (per category) by location, along with emissions intensity data, are available in section 3.6.1.1.

1. Applicable to emissions related to offices and subject to availability of green energy for the scope.

In 2025, SBM Offshore cancelled 787 tCO₂e in remaining scope 1 and scope 2 market-based emissions by purchasing carbon credits certified under the Verified Carbon Standard (VCS). This action aligns with the best practices for carbon management outlined by the International Carbon Reduction and Offset Alliance (ICROA) Program, based on which SBM Offshore has committed to compensating for its remaining residual emissions using high-quality carbon credits.

The carbon credits used to offset residual office-related emissions in 2025 were sourced from the VCS-certified Dutch Biogas Projects in the Netherlands. These projects capture and utilize biogas produced from residual products from the food industry and manure, preventing methane emissions that would otherwise be released into the atmosphere. By converting recovered biogas into renewable energy, the projects deliver measurable reductions in GHG emissions. Beyond their positive climate impact, the projects also strengthen local waste-management practices, support circularity within the agricultural sector, and create positive socio-economic benefits for surrounding communities.

All emissions reductions were independently verified under the VCS, ensuring the credibility, accuracy, and traceability of the carbon credits. SBM Offshore remains committed to prioritizing emissions reductions wherever possible and offsetting unavoidable residual office-related emissions with high-quality, independently verified carbon credits that generate meaningful environmental and social co-benefits.

Currently, SBM Offshore assesses carbon-related risks and opportunities but does not integrate an internal carbon price into its financial or operational decision-making processes. SBM Offshore continuously monitors policy and regulatory developments and industry best practices to evaluate the potential relevance of carbon pricing as a tool for future climate-related risk management and strategy development.

SBM Offshore is committed to advancing its decarbonization efforts through targeted initiatives:

• Scope 1 and 2 emissions: continue to prioritize energy efficiency improvements and increase the use of electricity from renewable sources across onshore facilities. In locations where renewable supply is not yet available, SBM Offshore is evaluating opportunities for on-site renewable energy generation to further reduce emissions.

• Scope 3 emissions: to support continued reductions in GHG emissions from O&M service agreements, SBM Offshore remains actively engaged with internal stakeholders and clients to minimize flaring and improve energy efficiency by leveraging digital tools.

1. SBM Offshore is currently unable to submit these targets for formal validation because the development of SBTi’s standard for the O&G sector is on hold, paused by SBTi to focus on the development of the Corporate Net-Zero Standard and Financial Institutions’ Net-Zero Standard. Additionally, SBTi’s fossil fuel policy temporarily restricts validation for companies in the O&G value chain until updated criteria are released and, since no framework exists for O&G activities, SBM Offshore also cannot be included in EU Paris Aligned Benchmarks.
2. SBM Offshore aims to source 100% renewable energy by 2030 and may use certified climate projects to compensate any residual scope 1 and 2 emissions, thereby achieving ‘net-zero’ GHG emissions related to office and shorebase operations. Progress is monitored against the 2016 baseline (2016 data available here).
3. SBM Offshore targets a 50% reduction in the GHG intensity of scope 3 for downstream leased assets by 2030, using 2016 as the base year (2016 data available here). The base year is a representative year for SBM Offshore’s business and is consistent with SBTi base year selection guidance.
4. Routine flaring of gas is defined by the World Bank’s Zero Routine Flaring initiative as flaring during normal oil production operations in the absence of sufficient facilities or amenable geology to re-inject the produced gas, utilize it on-site, or dispatch it to a market.
5. The OPEX for the reporting period are included in section 4.2.1 of the Financial Statements. A relevant portion of expenses related to Emissions management at SBM Offshore consists of R&D efforts, disclosed in section 4.3.7.
6. These investments are recorded as additions to ’Vessels and floating equipment’ and ’Assets under construction’ (subsequently transferred to ’Vessels and floating equipment’) in section 4.3.13. The expenditures pertains to investments in FPSOs used for producing, processing, and storing oil, which are leased to customers under operating leases according to IFRS. Expenditures related to FPSOs leased under finance leases according to IFRS are not included in CAPEX.
7. Test & Development Center (T&DC) was formerly named Carros Laboratory.
8. Hull is the floating structure that provides buoyancy and houses essential systems such as storage tanks and machinery spaces, serving as the foundation for the topsides, which contain processing equipment.
9. For the reporting period, estimated GHG emissions from only one topside under construction were recognized within Scope 3 - Purchased Goods and Services, consistent with the methodology described in 3.7.2.
10. This target specifically addresses non-routine flaring associated with process shutdowns and operational upsets that SBM Offshore can influence.

3.2.3 Decommissioning

ESRS 2 SBM-2; SBM-3; IRO-1; MDR-P; MDR-A; MDR-M; MDR-T
SBM Offshore has identified key material impacts, risks, and opportunities (IRO) related to decommissioning resulting from the DMA. This information guides SBM Offshore in continuously improving the management of decommissioning in its operations, as further discussed in this section.

Decommissioning material impacts, risks, and opportunities

SBM Offshore is committed to the safe and environmentally responsible recycling of assets at the end of their lifecycle. This commitment aligns with its Responsible Recycling Policy, which adheres to the International Convention for the Safe and Environmentally Sound Recycling of Ships (the ‘Hong Kong Convention’)¹, as well as the EU Regulation 1257/2013² on ship recycling or equivalent standards. To achieve this, SBM Offshore collaborates with specialized suppliers and ship recycling facilities that meet strict requirements. These include having the appropriate infrastructure, qualified personnel, demonstrating compliance with the United Nations Guiding Principles on Business and Human Rights (UNGP) and applicable international regulations, and having an effective management system in place that incorporates satisfactory health and safety procedures.

During each project, experts inspect assets to identify hazardous materials and oversee their controlled removal and disposal. Through these measures, SBM Offshore aims to minimize negative environmental and social impacts while maximizing opportunities for circular economy practices in vessel decommissioning and recycling. SBM Offshore has established processes that outline the key steps for safely decommissioning offshore production facilities and supporting responsible recycling.

SBM Offshore provides for the demobilization costs associated with the vessels and floating equipment at the end of their operating lease periods, in accordance with contractual terms. These provisions are disclosed in the Financial Statements³.

The Decommissioning and Recycling subject matter expert is assigned to the Group Decommissioning Manager, while governance on the topic is overseen by the Managing Director of Operations, who is also a member of the Executive Committee.

In 2025, SBM Offshore advanced its approach to responsible asset lifecycle management by strengthening project preparation and reducing execution risks. SBM Offshore developed strategic decommissioning and recycling plans for offshore production facilities expected to cease production by 2029, excluding the Thunder Hawk FPU and FPSO Aseng units, whose divestment was completed in December 2025. These plans provided key evidence supporting the 2025 Decommissioning and Recycling Group Balance Scorecard (GBSC) performance. The related metric definitions were reviewed by both the Management Board and the Supervisory Board.

Additionally, after completing the Deep Panuke MOPU Production Field Center recycling project in 2024, SBM Offshore advanced its activities in 2025 by progressing with the recycling of FPSO Capixaba. This project is currently underway, following industry-leading policies and best practices.

The FPSO Capixaba was successfully towed in 2024, in compliance with applicable regulations, including the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal, and the EU Regulation 1013/2006⁴ on shipments of waste. The vessel was delivered to the M.A.R.S. ship recycling facility at the Port of Frederikshavn in Denmark, which holds an International Ready for Recycling Statement of Compliance issued by the American Bureau of Shipping.

Recycling activities progressed throughout 2025 under the oversight of SBM Offshore, with the vessel safely moored and allocated on the ramp as planned. The project has now entered its final phase, which includes decontamination, disposal, and dismantling, with completion anticipated in 2026. The FPSO Capixaba recycling project marks a significant milestone for SBM Offshore, reflecting the collective efforts and investments of employees, partners, and suppliers to facilitate efficient and environmentally responsible decommissioning.

SBM Offshore actively participates in decommissioning and recycling forums to share expertise and insights with key stakeholders. Since 2023, SBM Offshore has co-chaired the IOGPFPSO Decommissioning Expert group and, in 2025, joined the IOGP Decommissioning Standing Committee, which aims to develop and promote best practices for safe, environmentally responsible, and cost-efficient decommissioning of O&G assets. Key activities at the IOGP decommissioning working groups include:

• Sharing best practices and lessons learned from the experiences of IOGP members.

• Developing guidelines for FPSO decommissioning and recycling.

• Enhancing supply chain availability and readiness by compiling decommissioning demand forecast data.

• Collaborating with external experts, NGOs and stakeholders to align expectations and establish common standards, decommissioning policy and guidance worldwide.

In 2026, SBM Offshore will advance its commitment to safe and environmentally responsible recycling of the FPSO Capixaba in Denmark. SBM Offshore aims to improve the decommissioning and recycling performance of its fleet by focusing on rigorous project planning, streamlining and standardizing management systems, and incorporating best practices for continuous improvement. These efforts reinforce SBM Offshore’s strategic focus on sustainability, operational excellence, and risk mitigation in all of its decommissioning and recycling operations.

1. The Hong Kong Convention aims to ensure safe and environmentally sound recycling of ships. It was developed with input from International Maritime Organization (IMO) Member States and non governmental organizations, and in co-operation with the International Labour Organization and the Parties to the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal. Detailed information is available at IMO website
2. Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC Text with EEA relevance.
3. The balance for demobilization provisions is documented in section 4.3.24, and the accounting policy for demobilization obligations is informed in 4.2.7.
4. Regulation (EC) No 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste.

3.2.4 EU Taxonomy disclosures

ESRS E1

The Taxonomy Regulation establishes a common classification system within the EU to identify environmentally sustainable activities. These activities must support at least one of the six environmental objectives: climate change mitigation, climate change adaptation, protection of water and marine resources, promotion of a circular economy, pollution prevention and control, and protection of biodiversity and ecosystems.

In conformity with the Regulation, SBM Offshore identifies activities that are eligible under the Taxonomy, assesses their alignment with the technical screening, do no significant harm (DNSH), and the minimum safeguard criteria, and discloses the proportion of its Turnover, CAPEX, and OPEX linked to Taxonomy-eligible activities. Details on how SBM Offshore evaluates the eligibility and alignment of its activities, along with the methodology and definitions of the Taxonomy financial KPIs, can be found in section 3.7.2.

The following table shows the proportion of EU Taxonomy-eligible economic activities for SBM Offshore in 2025 and 2024 across the three financial KPIs: Turnover, CAPEX, and OPEX.

Summary of EU Taxonomy Eligibility − disclosure covering years 2025 and 2024