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Given the significant technical and safety requirements of the operations onboard, SBM Offshore considers on-the-job training, distance learning and external courses to be of utmost importance for all its offshore personnel, whether permanent or contractor.

HSSE topics and safety in particular represent the vast majority of training courses that are provided to SBM Offshore's offshore staff.

additional workforce available locally, which needs to familiarise itself with the specifics of SBM Offshore's activities. To meet this need, SBM Offshore supports nationalisation programmes, namely in Brazil, Angola, Equatorial Guinea and Malaysia. These programmes include enrolment of personnel into higher education, technical colleges and professional institutions either in their country of origin or even abroad (e.g. South Africa, Scotland, etc), special leadership and management courses and personal development courses. SBM Offshore has also established process simulators (replicating the central control rooms of the FPSOs) located in Brazil and Angola in order to support our training and development activities; these play a key role in our nationalisation programmes.

3.8.4 Compensation and Benefits

SBM Offshore's compensation and benefits package offered to its personnel remains one of the major elements in its employee attraction and retention policy. Efforts this year have been focused on increasing the alignment between pay and performance.

Indeed, different variable pay programmes are in place for different types of positions:

A new Short Term Incentive Plan has been designed in 2012: the “SBM Offshore Annual Bonus Plan”. After close review of industry best practices and in order to be aligned with its principles of “Work as One” and “Perform”, SBM Offshore decided to implement a global bonus policy applicable to Senior Managers with predefined threshold, target and maximum payment levels based on individual, Execution Centre and Group performance objectives. The weighting of these three components depends on the employee’s grade level.

Each employee also has the option of voluntarily deferring up to 20% of the bonus into SBM Offshore shares, thereby becoming eligible for a matching element after a 3-year period subject to the fulfilment of certain conditions.

A Restricted Share Unit (RSU) Plan is also in place and constitutes the Long Term Incentive Plan for Senior Managers and high potential staff. This Plan rewards employees for helping to create long-term shareholder value. The RSUs vest over a 3-year period with 1/3rdvesting upon each annual anniversary of the grant date. The plan operates on a rolling basis (a new grant is made every year) so there is always a financial incentive for employees to stay with SBM Offshore.

The Employee Share Ownership Plan, which encourages employees to invest in SBM Offshore's shares, remains an attractive staff benefit, thanks to a significant contribution being paid by the Company.

SBM also has an attractive pension benefit system for all its employees: various pension schemes are in place depending on the country of activity, with the majority being “defined-contribution” plans.

3.8.5 Salary Increases

During the annual cash remuneration review (basic salary and bonus) of the individual staff members, the key factors of local market, annual inflation, Group, EC and individual performance are taken into account.

Salary benchmarking analysis is performed on a regular basis in each market area where SBM Offshore has a strong presence to verify the competitiveness of its compensation package compared with peers in the Oil and Gas industry.

3.8.6 Employee Wellbeing

SBM Offshore, conscious of the need to protect its most important asset, is continuously focused on the wellbeing of its personnel and the need to provide a pleasant work environment. In this respect, several initiatives have been implemented over the past few years across our Execution Centres, namely:

Implementation of International SOS/Control Risks Medical evacuation, repatriation and travel security coverage worldwide.

Stress management and healthy living presentations to Managers (Monaco, Houston and Schiedam).

Employee care officer consultations available to employees (Schiedam and Monaco).

Stop smoking campaigns in Monaco.

Fitness rooms in Houston and Monaco.

Organisation of social events at all locations to favour interactio.

Bicycle plan in Schiedam.

SBM Nursery: this Monaco-based professionally-run nursery and pre-school structure welcomes 34 children from 3 months to school age.

This comes on top of the safe work environment that SBM Offshore considers as a priority.

3.8.7 Equal Opportunities

SBM Offshore's employment policy follows the principles of equal opportunity, thereby preventing any

discrimination on the basis of sex, age, race, religion, political or trade union affiliations, nationality or disability.

Salary scales are in line with a competency matrix and take into account qualifications and professional experience. SBM Offshore considers this as an attractive element of the recruitment strategy.

The Offshore engineering business has long been male-dominated; however, SBM Offshore has adopted a recruitment strategy to increase the percentage of women employees, including in managerial positions, in the onshore segment over the past 15 years. This initiative has been successful to a certain degree, even though the number of graduates coming out of engineering schools and universities is still predominantly male, and this limits the gender ratio in engineering positions. Moreover, the operating crew onboard production units remains very much male as is the case for all operators in this area of business. The total percentage of female/male permanent employees from both Onshore Operations and Offshore Production was 20% women- 80% men in 2012, which is similar to the previous year. However, it is to be noted that in the Onshore-based population, the total percentage of permanent female employees reaches 23% and in terms of Management positions, the female population represents 21%.

3.8.8 Social Responsibility

Indeed, SBM Offshore works hard to integrate social balance and equal opportunities whilst preserving its different cultures. SBM Offshore is committed to being globally aware, promoting local development and operating with integrity. SBM Offshore also believes that social responsibility means investing in the wellbeing of its staff and maximising their opportunities for success by providing stimulating challenges, customised training and high

3.8.9 Employees' Performance Appraisal

The Annual Performance Appraisals have proven to be a valuable source of information for the Talent Management and Succession Planning processes. The process has been reviewed in 2012 in order to anchor SBM Offshore's new set of values into day-to-day practices and align with its strategic goals.

This review has led to a number of new features with a view to promoting higher value interaction between Managers and their employees:

Competencies: a simplified and integrated competency framework founded upon the LMD & MDP competencies as well as internal competency matrix and external best practices.

Performance rating: a new overall performance 5-level rating scale taking into account both tangible achievements and targeted behaviours, i.e. the What (expected results & priorities) and the How (a simplified 8 competencies model).

Objectives: a framework which promotes the setting of SMART objectives (Specific, Measurable, Achievable, Realistic and Time-bound), aligned with corporate priorities.

Development: a new section highlighting the employee’s career expectations.

In addition, there is now a direct impact of individual performance on the Short-Term Incentive.

This new process has been experienced by a pilot group (Senior Managers) and following its successful implementation, it will be rolled out throughout the Company in 2013.

3.8.10 Appraisals Figures

At the date of drafting this Report, the performance appraisal completion rate attains 84%. However, it should be noted that the process has been postponed by one month, which means that a number of appraisals are still in progress. It is expected that final figures will be in line with previous year once fully completed.

3.8.11 Global Workforce Information Headcount

The total headcount is based on all SBM Offshore's personnel (permanent staff and contractors) registered as at 31 December 2012 for Onshore Operations and Offshore Production.

SBM Offshore's headcount totals 7,493 (compared with 6,220 in 2011) and represents an increase of 20.47%.

Following the structural transformation/reorganisation in 2012, SBM Offshore's workforce is distributed geographically over the locations of each of its five Execution Centres:

SBM Monaco: 923.

SBM Kuala Lumpur: 604.

SBM Schiedam: 559.

SBM Houston: 534.

SBM PC: 2,256.

and

The newly-created Group Operations representing 2,348 persons (including SBM Rio & Brasa-BSL: 701 persons as well as Paenal yard: 868).

Marketing & Sales, Treasury and Group Functions: 269.

The variation in the global headcount can be explained by the increase in personnel (permanent and contractor) at:

SBM Rio and Brasa-BSL (+620).

SBM Kuala Lumpur (+164).

Paenal yard (+270).

Ramp-up of activities in Guangzhou.

Fleet (+257) mainly stemming from Cidade de Anchieta FPSO new production unit.

The decrease in Schiedam due to the divestment of GustoMSC.

At year-end 2012, the headcount for permanent contract employees totalled 5,893 employees representing 78.6%

of SBM Offshore's workforce and the headcount for contractor staff totalled 1,600 employees representing 21.4%

of the workforce.