SBM Offshore N.V.: SBM OFFSHORE FINDINGS OF INTERNAL INVESTIGATION April 2, 2014

 SBM Offshore N.V.: SBM OFFSHORE FINDINGS OF INTERNAL INVESTIGATION April 2,                                      2014  Today, SBM Offshore presents the findings of its internal investigation, which it started in the first quarter  of 2012, as the investigators have  completed  their investigative activities.  The investigation, which  was carried out  by  independent external counsel and forensic  accountants, focused on the use  of  agents over the period 2007 through 2011. In summary, the main findings are:    oThe Company paid approximately US$200 million in commissions to agents     during that period of which the majority relate to three countries:     US$18.8 million to Equatorial Guinea, US$22.7 million to Angola and     US$139.1 million to Brazil;   oIn respect of Angola and Equatorial Guinea there is some evidence that     payments may have been made directly or indirectly to government     officials;   oIn respect of Brazil there were certain red flags but the investigation     did not find any credible evidence that the Company or the Company's agent     made improper payments to government officials (including state company     employees). Rather, the agent provided substantial and legitimate services     in a market which is by far the largest for the Company;   oThe Company voluntarily reported its internal investigation to the Dutch     Openbaar Ministerie and the US Department of Justice in April 2012. It is     presently discussing the disclosure of its definitive findings with the     Openbaar Ministerie, whilst simultaneously continuing its engagement with     the US Department of Justice. New information could surface in the context     of the review by these authorities or otherwise which has not come up in     the internal investigation to date;   oAt this time, the Company is still not in a position to estimate the     ultimate consequences, financial or otherwise, if any, of that review;   oSince its appointment in the course of 2012 the Company's new Management     Board has taken extensive remedial measures in respect of people,     procedures, compliance programs and organization in order to prevent any     potential violations of applicable anti-corruption laws and regulations.     Both it and the Company's Supervisory Board remain committed to the     Company conducting its business activities in an honest, ethical,     respectful and professional manner.  Introduction  On April 10,  2012 SBM Offshore  announced that it  had initiated an  internal  investigation into  alleged improper  payments  to government  officials.  The  Company engaged Paul Hastings LLP and De Brauw Blackstone Westbroek to act  as  independent counsel to conduct  the investigation. Paul  Hastings LLP in  turn  appointed PricewaterhouseCoopers LLP forensic accountants (PwC Forensics). The investigators report to Sietze Hepkema, who is the Company's Chief  Governance  & Compliance Officer, and to the Audit Committee of the Company's  Supervisory  Board.  Over the course of the two years since the beginning of the investigation, the Company's  Supervisory  Board  and  its  new  Management  Board  have   sought  transparency in communicating on the  internal investigation. In that  spirit,  the Company now wishes to share the findings of the internal investigation, as the investigators have completed their investigative activities.  In its  press  release of  March  28, 2013,  the  Company disclosed  that  the  investigation focused on certain African countries in the period 2007  through  2011. At that time the Company also disclosed that there were indications that some payments were made to sales agents, which appeared to have been  intended  for government  officials. The  Company  further disclosed  that it  also  was  investigating practices  in  a country  outside  of Africa.  The  Company  now  confirms that  the  countries  concerned are  Equatorial  Guinea,  Angola  and  Brazil.  In the years 2007 through 2011, aggregate commissions to sales agents by Group companies totalled approximately US$200 million. Of those commissions, US$18.8 million related to Equatorial Guinea,  US$22.7 million to Angola and  US$139.1  million to Brazil, of which US$123.7 was  paid to the primary agent in  Brazil  at the  time.  More detail  on  the findings  in  relation to  each  of  these  countries is set  out below.  As a  general matter  the use  of agents  serves  legitimate business purposes.  Since the start of the investigation, in  early 2012, the Company has taken  a  large number of remedial actions, which included the suspension of payments to agents, reduced reliance on sales agents and the establishment of processes to improve possible  vulnerabilities associated  with the  use of  sales  agents.  These remedial measures are also described in more detail below.  The Company  voluntarily  reported its  internal  investigation to  the  Dutch  Public Prosecutor's  Office (Openbaar  Ministerie) and  the US  Department  of  Justice in April 2012,  and has been in  dialogue with these authorities  ever  since updating  them  on the  status  of  the investigation.  The  Company  is  presently  discussing  the  disclosure  of  its  findings  with  the  Openbaar  Ministerie, whilst  simultaneously  continuing  its  engagement  with  the  US  Department of Justice. These authorities will form their own judgment on these issues. New information could  surface in the context  of the review by  these  authorities or  otherwise  which has  not  come up  to  date in  the  internal  investigation. At  this  time, the  Company  is still  not  in a  position  to  estimate the ultimate consequences,  financial or otherwise,  if any, of  that  review.  Investigative Process  The scope  of  the  independent  investigation was  determined  based  on  the  information gathered  and  reviewed  by  the investigative  team  and  by  the  Company's Compliance  and Internal  Audit Departments'  global review  of  the  Group's sales agents. The combined investigation and internal review has  been  global  in  nature,  but  evidence-based  by  focusing  on  issues  that  were  identified through the course of the  investigation and internal review. As  a  result, the investigators and the Company did not conduct a detailed review of the Group's activities in every country where the Group does business.  Over  the  past  two  years,  the  Company  has  cooperated  fully  with   the  investigation, providing Paul Hastings LLP, De Brauw Blackstone Westbroek, and PwC Forensics  complete access  to its  records, files,  electronic data,  and  personnel. In  their investigation,  Paul Hastings  LLP, De  Brauw  Blackstone  Westbroek and PwC Forensics  have been assisted by  an internal team that  was  led, from the date of his appointment, by Sietze Hepkema and included  members  of the Company's Legal, Compliance, and Internal Audit Departments.  Paul Hastings  LLP and  PwC Forensics,  with the  assistance of  the  Company,  collected hard copy and electronic data, including imaging of hard drives  and  other electronic  sources  from certain  current  and former  employees.  Paul  Hastings LLP  has  reviewed  hundreds  of thousands  of  documents  that  were  identified as being potentially relevant to the issues being investigated.  Paul Hastings LLP  has interviewed  numerous current and  former employees  in  connection with the review into  the Group's activities in Equatorial  Guinea,  Angola and Brazil.The interviewees included (former) members of the Company's Board of Management, and former and current employees in the Legal Department, Sales & Marketing Department, Accounting and Finance Departments and  relevant  project teams.    Key Findings by Country  Equatorial Guinea  In early 2012, the Company learned from a third party that one of the  Group's  agents may have given certain items  of value to certain government  officials  in Equatorial Guinea. Based  on evidence identified during  the course of  the  investigation, that  agent may  have  made at  least  some payments  to  third  parties.Those third parties may have shared all or part of the payments  with  certain Equatorial Guinean government  officials.Aggregate payments by  Group  companies to the  agent in  relation to Equatorial  Guinea in  the years  2007  through 2011 totaled US$18.8 million, of which approximately US$10 million has now been repaid  to the  Group companies  concerned after  they requested  the  agent to return the  money. The Company  is unable to  determine how much,  if  any, of the remaining amount was paid to government officials.  Angola  In the  period 2007  through 2011,  Group companies  used multiple  agents  in  Angola, including the  agent used  in Equatorial Guinea.  The Group  companies  concerned made payments to these agents  in connection with their projects  in  Angola.There is some evidence  that persons affiliated with  at least one  of  these agents were Angolan government officials or were associated with Angolan government officials.  There is  also some  evidence that  the agent  used  in  Equatorial Guinea may have made  payments to Angolan government officials  and  that other items of value were provided to Angolan government officials and/or their relatives.  Aggregate payments  to sales  agents by  Group companies  in  relation to Angola in the years 2007 through 2011 totaled US$22.7 million. The Company is unable to determine  how much, if any, of  that amount was paid  to  Angolan government officials.  Brazil  The investigation team  further conducted  a detailed  investigation into  the  relationship between  Group companies  and  their main  agent in  Brazil,  and  companies owned by that agent and  the agent's family members and/or  business  partners. There were certain red flags but the investigators did not find  any  credible  evidence  that  the  agent  made  improper  payments  to  government  officials (including state company employees) in Brazil. Furthermore, evidence was found that the agent provided  substantial and legitimate services to  the  Company, at a time when SBM's permanent non-operational presence in Brazil was very limited (4 people in 2007  compared to 220 today). Aggregate payments  to  sales agents  by Group  companies in  relation  to Brazil  in the  years  2007  through 2011 totalled US$139.1 million, of which US$123.7 million was paid  to  the primary agent.  Other Countries  At the outset of the investigation,  the Company froze all payments to  agents  and conducted  a  review  and due  diligence  on  sales agents  in  all  other  countries. As  a result  of that  review the  Company decided  to  discontinue  certain agents. Also, the Company decided to no longer use agents in countries where it has a  presence. The investigation team  also specifically looked  at  other countries covered by  the agreements with the  agent used in  Equatorial  Guinea and Angola but in its evidence-based approach did not perform a further detailed investigation into these countries.  Remedial Measures Taken  In order to prevent any potential violations by the Company of the  applicable  anti-corruption laws  and regulations  in the  future, the  Company has  taken  remedial action to enhance its compliance programme. The new Management Board, with the full backing  of the Supervisory  Board, has consistently  emphasized  the importance of compliance. The  Company introduced new policies,  processes  and systems and established a Compliance department.  In addition, the Company took a number of steps, which included the following:  1.The Company's Compliance Task Force directed the Company's Internal Audit     team to review all payments to all agents. 2.The Company suspended payments to all agents and subsequently resumed     payments only on a case by case basis after the review referred to in     4.a). 3.The Company has made enhancements to its compliance organization. 4.The Company has made enhancements to its compliance program:       a.The Company enhanced its due diligence process and sales agent          approval procedure via a Validation Committee which has resulted in a          number of agents having been terminated.      b.The Company has implemented a due diligence process for all other          third parties providing services to the Company based on a risk          assessment approach.      c.The Company worked with PwC Forensics to enhance its internal          financial controls.      d.The Company worked with PwC Forensics to enhance its internal audit          function.      e.The Company implemented a new template sales agency agreement          including robust anti-corruption warranties.      f.The Company implemented a new payment system for sales agent          payments requiring thorough bank account and invoicing checks and          requiring the approval of four signatures from executives from the          Company, including a Compliance representative.      g.The Company implemented a hotline: SBM Offshore Integrity Line.      h.The Company increased the annual training courses for the Company's          staff.      5. The Company has made changes to its organization in order to ensure     implementation of the above steps.  More information  on  the  progress  of  our  discussions  with  the  relevant  authorities will be reported in due course.  The Company's Supervisory Board and  Management Board remain committed to  the  Company conducting its business activities  in an honest, ethical,  respectful  and professional manner.  Investor Conference Call  SBM Offshore has scheduled a conference call followed by a Q&A session at 09:00 Central European Time on Wednesday, April 2, 2014.  The conference call  will be hosted  by Bruno Chabas  (CEO), Peter van  Rossum  (CFO) and Sietze Hepkema (CGCO). Interested  parties are invited to listen  to  the call by dialling +31 20 794 8485  in the Netherlands, +44 207 190 1595  in  the UK or +1 480 629 9822 in the US. Conference ID#: 4677807.  Corporate Profile  SBM Offshore  N.V.  is a  listed  holding  company that  is  headquartered  in  Schiedam. It  holds direct  and  indirect interests  in other  companies  that  collectively with  SBM  Offshore  N.V.  form  the  SBM  Offshore  group  ("the  Company").  SBM Offshore provides  floating production  solutions to  the offshore  energy  industry, over the full product life-cycle.  The Company is market leading  in  leased floating production systems with multiple units currently in operation, and has unrivalled operational  experience in this  field. The Company's  main  activities are  the  design,  supply, installation,  operation  and  the  life  extension of Floating Production, Storage and Offloading (FPSO) vessels. These are either owned and  operated by SBM  Offshore and leased  to its clients  or  supplied on a turnkey sale basis.  Group companies employ over 9,600 people  worldwide, who are spread over  five  execution centres, eleven operational shore bases, several construction  yards  and  the   offshore  fleet   of   vessels.  Please   visit  our   website   at  www.sbmoffshore.com.  The companies  in  which  SBM  Offshore  N.V.  directly  and  indirectly  owns  investments are separate  entities. In  this communication  "SBM Offshore"  is  sometimes used for convenience where references are made to SBM Offshore  N.V.  and its  subsidiaries in  general, or  where no  useful purpose  is served  by  identifying the particular company or companies.  The Management Board  Schiedam, April 2, 2014  For further information, please contact:  Investor Relations Nicolas D. Robert Head of Investor Relations  Telephone: +377 92 05 18 98 Mobile:    +33 (0) 6 40 62 44 79 E-mail:    nicolas.robert@sbmoffshore.com Website:   www.sbmoffshore.com  Media Relations Anne Guerin-Moens Group Communications Director  Telephone: +377 92 05 30 83 Mobile:    +33 (0) 6 80 86 36 91 E-mail:    anne.guerin-moens@sbmoffshore.com Website:   www.sbmoffshore.com  Disclaimer  Some of the statements contained in this release that are not historical facts are statements  of future  expectations and  other forward-looking  statements  based on  management's current  views and  assumptions and  involve known  and  unknown risks and uncertainties that could cause actual results,  performance,  or  events  to  differ  materially   from  those  in  such  statements.   Such  forward-looking statements  are subject  to various  risks and  uncertainties,  which may cause actual  results and performance of  the Company's business  to  differ materially and adversely  from the forward-looking statements.  Certain  such  forward-looking   statements   can  be   identified   by  the   use   of  forward-looking terminology  such  as  "believes",  "may",  "will",  "should",  "would be", "expects" or "anticipates" or similar expressions, or the negative thereof, or  other  variations  thereof,  or  comparable  terminology,  or  by  discussions of strategy,  plans, or intentions.  Should one or  more of  these  risks or  uncertainties materialize,  or should  underlying assumptions  prove  incorrect, actual results  may vary  materially from those  described in  this  release as  anticipated,  believed, or  expected.  SBM Offshore  NV  does  not  intend, and does not assume any obligation, to update any industry information or forward-looking statements set forth in this release to reflect  subsequent  events or circumstances.  To see the complete version of this Press Release, please click on the link below  SBM Offshore Press Release  ------------------------------------------------------------------------------  This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: SBM Offshore N.V. via Globenewswire HUG#1773598