Sea1 Offshore — AGM Information 2010

May 11, 2010

SIEM OFFSHORE INC. (the "Company")

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD AT 12:00NOON CAYMAN ISLANDS LOCAL TIME, MONDAY, 10 MAY 2010, AT ITS REGISTERED OFFICE LOCATED AT UGLAND HOUSE, SOUTH CHURCH STREET, GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS

Present:	See Schedule I
In Attendance:	See Schedule II

IT WAS RESOLVED THAT Kristian Siem and Michael Delouche be appointed Chairman and Secretary, respectively, of the meeting.

GENERAL

1. Notice and Quorum

The Chairman said that notice of the meeting (the "Notice") had been sent to the Shareholders in accordance with the Articles of Association and that, accordingly, due notice of the meeting had been given. The Chairman further noted that there were one or more Shareholders present in person or by proxy holding not less than one-third of the Shares carrying the right to vote and that, accordingly, a quorum was present.

ORDINARY BUSINESS

$2.$ Adoption of Financial Statements at and for the Year Ended 31 December 2009 and the Reports of the Directors and the Auditors

The financial statements at and for the year ended 31 December 2009, including the reports prepared by the Directors and by the Auditors (the "Financial Statements"). were tabled. It was noted that the Financial Statements had already been approved by the Directors. Following discussion, IT WAS UNANIMOUSLY RESOLVED THAT the Financial Statements be and are hereby confirmed, ratified and approved.

$\overline{3}$ . Appointment of Auditors of the Company

It was proposed that PricewaterhouseCoopers be re-appointed as Auditors of the Company for the financial year ending 31 December 2010. After discussion, IT WAS UNANIMOUSLY RESOLVED THAT PricewaterhouseCoopers be and are hereby appointed as Auditors of the Company for the period ending 31 December 2010 and to hold office subject to the Articles of Association.

Remuneration of Auditors $\overline{4}$ .

The Chairman noted that in accordance with the Notice of the Annual General Meeting of the Company it was proposed that the Shareholders ratify and confirm the Directors' authority to fix the remuneration of the Auditors. During the year, the Company paid the Auditors USD185,000- for statutory audit services and USD307,000- for other services as discussed in the Notes to the Annual Report.

After discussion, IT WAS UNANIMOUSLY RESOLVED THAT the authority of the Board of Directors to fix the remuneration of the Auditors for the financial year 2009 be and is hereby confirmed, ratified and approved.

5. Election of Directors

It was noted that Messrs. Bjørn Johansen and Michael Delouche have been nominated for re-election as Directors of the Company and that Mr. Eystein Eriksrud has been nominated for election as a Director of the Company. It was proposed that Messrs. Messrs. Johansen and Delouche be re-elected to 2-year terms and that Mr. Eriksrud be elected to a 2-year term. After discussion, IT WAS UNANIMOUSLY RESOLVED THAT Mr. Bjørn Johansen be and is hereby re-elected as a Director for a 2-year term and Mr. Eystein Eriksrud be and is hereby elected as a Director for a 2-year term and IT WAS RESOLVED, with 200,510,394 shares voting "FOR" and 23,000 shares voting "AGAINST", THAT Mr. Michael Delouche be and is hereby re-elected as a Director for a 2-year term, all to serve until the expiration of the Director's respective term and until a successor has been elected and qualified, and that all corporate actions necessary in relation to such appointments be and are hereby approved.

Remuneration of Directors 6.

The Chairman said that the Company requests that the Board be authorized to approve and the remuneration payable to the Directors for 2009 for which the details have been provided in the Annual Report.

After discussion, IT WAS RESOLVED, with 200,526,117 shares voting "FOR" and 7,277 shares voting "AGAINST", that the remuneration due and owing to Directors be and is hereby approved and ratified.

SPECIAL BUSINESS

Ordinary Resolution

7. Increase of Authorized Share Capital

The Chairman said that it is proposed that the authorized share capital of the Company be increased from US\$5,000,000-, divided into 500,000,000 Common Shares of a nominal or par value of US\$0.01 each, to US\$5,500,000- by the creation of an additional authorized 50,000,000 Common Shares.

Following a discussion, IT WAS UNANIMOUSLY RESOLVED THAT the authorized share capital of the Company be increased from US\$5,000,000- divided into 500,000,000 Common Shares of a nominal or par value of US\$0.01 each to US\$5,500,000- by the creation of an additional authorized 50,000,000 Common Shares of a nominal or par value of US\$0.01 each be and is hereby approved.

Special Resolution

Approve Amendment and Restatement of Memorandum and Articles of Association 8.

The Chairman said that, following the adoption of the resolutions to increase the Company's share capital and number of authorized shares and thereby amend the Company's Memorandum and Articles of Association, it is proposed that the Memorandum and Articles of Association be amended and restated to incorporate the changes into one composite document reflecting the Company's Memorandum and Articles of Association. On a motion duly made, IT WAS RESOLVED as a Special Resolution, with 200,526,117 shares voting "FOR" and 7,277 shares voting "AGAINST", THAT the Company's Memorandum of Association and the Articles of Association be amended and restated to incorporate approved changes and to have one composite document reflecting the Company's Memorandum and Articles of Association.

Ordinary Resolutions

9. Ratify the Actions of Directors and Officers

The Chairman summarised the business of the meetings of the Board of Directors held, and the resolutions of the Board of Directors passed, in each case, since the last Annual General Meeting of the Company. On a motion duly made, IT WAS UNANIMOUSLY RESOLVED:-

• 9.1 THAT each and all of the acts, transactions and proceedings of the Directors, Officers and employees of the Company for the last fiscal year of the Company be and they are hereby sanctioned, approved, ratified and confirmed.
• 9.2 THAT the Company does fully and effectively indemnify and save harmless all Directors, Officers and employees of the Company in respect of any claims, demands or suits made upon or against them or any one or more of them concerning their duties or actions as Directors, Officers or employees of the Company.
• 9.3 THAT the Directors of the Company (notwithstanding the personal interest of all or any of them) be and they are hereby authorised to execute on behalf of the Company forms of indemnity in favour of such Directors, Officers and employees as and when necessary.
• 9.4 THAT in the event of any claim or necessity to defend proceedings of the Board against such Directors, Officers and employees, said defense shall be undertaken by the Company.

10. Any Other Business

There being no further, business, the Chairman declared the meeting closed

Krig

Chairman

Secretary

Schedule I

SIEM OFFSHORE INC

VOTES OF MEMBERS REPRESENTED AT ANNUAL GENERAL MEETING ON 10 MAY 2010 OF 359,774,219 TOTAL SHARES OUTSTANDING

Name	Own shares	Proxies	Total % of Total
Chairman, Kristian Siem		200,533,394 200,533,394	55.7%
Total		200,533,394 200,533,394	55.7%

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Schedule II

Present in attendance Kristian Siem Michael Delouche Charlie Siem Sophie Siem
Carly Diesen

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