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

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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
 
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