Sea1 Offshore — Proxy Solicitation & Information Statement 2010

Apr 16, 2010

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SIEM OFFSHORE INC.

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MONDAY, 10 MAY 2010

Directors: Registered Office Address: Kristian Siem, Chairman P.O. Box 309 Richard England Ugland House Bjørn Johansen South Church Street Ulf Sørdal George Town David Mullen Grand Cayman KY1-1104 Michael Delouche CAYMAN ISLANDS

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Siem Offshore Inc., a Cayman Islands corporation (the “Company”), for the Annual General Meeting of Shareholders to be held at 12:00 noon Cayman Islands local time, Monday, 10 May 2010 (the “Annual General Meeting”) and at any adjournments thereof at the Company’s registered office located at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

Please indicate your voting preference and the number of shares entitled to vote on the proxy card. In the absence of voting instructions for any resolution, the form of proxies will be voted “FOR” such resolutions. At the date of mailing, the Company had 359,774,219 Common Shares issued and outstanding and each Common Share is entitled to one vote.

Only Common Shares issued and outstanding at the time of the Annual General Meeting are allowed to vote at such meeting.

The Company’s Shareholders have the following rights with respect to proceedings at the Annual General Meeting:

• A right to be present at the Meeting either in person or by a proxy;

• A right to be accompanied by one advisor at the Meeting;

• A right to transact such business and a right to speak or have such shareholder’s advisor speak at the Meeting concerning such business as has been properly brought before the Meeting in accordance with the provisions of Article 56 of the Company’s Articles of Association, the current version of which is available at www.siemoffshore.com.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of the Company’s annual report and accounts for the financial year ended 31 December 2009 is available at www.siemoffshore.com and a printed copy will be mailed to you shortly.

BACKGROUND ON THE PROPOSED RESOLUTIONS

Ordinary Business

The ordinary business to be conducted at the Annual General Meeting will be a vote on the following proposed Ordinary Resolutions:

Resolution 1. To approve the Company’s financial statements for the financial year ended 31 December 2009.

• Resolution 2. To approve the re-appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for financial year 2010. PricewaterhouseCoopers has acted as the Company’s Auditors since the 2005 financial year audit.

• Resolution 3. To grant authority to the Board of Directors to fix the remuneration payable to the Company’s Auditors for 2009. Details of the remuneration are included in the Notes to the Annual Report.

• Resolution 4. To re-elect Bjørn Johansen for a 2-year term. Mr. Johansen has been a Director of the Company since 2005.

• Resolution 5. To re-elect Michael Delouche for a 2-year term. Mr. Delouche has been a Director of the Company since 2005.

• Resolution 6. To elect Eystein Eriksrud as a new Director of the Company for a 2-year term.

• Mr. Eriksrud (born 1970) has been a partner of the Norwegian law firm Wiersholm Mellbye & Bech since 2005. His practice focuses on transactional work within the shipping and energy sector in particular. Previously he was a Group Company Secretary of the Kvaerner Group and Group General Counsel of the Siem Industries Group. He has served on the boards of Privatbanken ASA and Tinfos AS as well as a number of other boards. Eriksrud resides in Oslo, Norway and is a Norwegian citizen.

• Resolution 7. To grant authority to the Board of Directors to fix remuneration to the Company’s Directors. Details of the remuneration are included in the Notes to the Annual Report.

Special Business

The special business to be conducted at the Annual General Meeting will be a vote on the following proposed resolutions:

• Resolution 8. As an Ordinary Resolution, to increase the authorized share capital of the Company from US$5,000,000- divided into 500,000,000 Common Shares of a 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 par value of US$0.01 each.

• The increase in authorized share capital will provide the Board with the flexibility to finance investments, acquisitions and other business combinations on short notice through the issuance of shares or certain other equity instruments in the Company.

• Resolution 9. As a Special Resolution, subject to the adoption of Resolution 7, to approve the amendment and restatement of the Company’s Memorandum and Articles of Association in their entirety.

• This purpose of this proposal is to ensure that the Company has one composite set of constitutive documents that are available for the Company and that reflect the changes effected by the adoption of Resolution 7.

• Resolution 10. As an Ordinary Resolution, to approve and ratify the actions of the Company’s Directors and Officers during 2009.

This proposal to approve and ratify any and all actions of the Company’s Directors and Officers is not required since the Articles of Association provides certain protections to the Directors and Officers for actions taken and decisions made during the course of business. However, this resolution is proposed so that the Company’s shareholders can demonstrate their confidence in the actions and efforts of the Directors and Officers that were made in good faith and in the best interest of the Company.

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VOTING BY PROXY AND THROUGH DEPOSITORIES

Registered shareholders should properly complete, date, sign and deliver the enclosed form of proxy to be received at either of the following: (1) the offices of Siem Offshore AS at Markensgate 8, P.O. Box 425, 4664 Kristiansand, Norway, telefax no. +47.37.40.62.86 or (2) the Company’s office at P.O. Box 10718, George Town, Grand Cayman KY1-1006, CAYMAN ISLANDS, telefax no. +1.345.946.3342, no less than 24 hours prior to the stated time of the Annual General Meeting. Any shareholder signing and returning a proxy may revoke such proxy at any time prior to its being voted by delivering a written revocation or a duly executed proxy bearing a later date with the Company or by voting in person or duly authorized representative at the meeting. If any assistance is required, please contact the Company Secretary.

Properly completed and signed proxies that are received prior to the Annual General Meeting will be voted in accordance with the instructions of the persons executing the proxies. In the absence of such instructions, the proxies will be voted “FOR” each of the above-proposed resolutions.

The Directors and Officers know of no matters that will be presented to the meeting other than the business set forth in this Proxy Statement. If any other matter properly comes before the meeting (such matters would be presented to shareholders in one or more subsequent Notices and Proxy Statements with Proxy Cards), the persons named as proxies will vote on such matter in their discretion.

RECOMMENDATION

The Company’s Directors consider the approval of the proposed resolutions to be voted upon during the course of Ordinary Business and Special Business at the Annual General Meeting to be in the Company’s best interests and recommend that you vote in favour of each of the Ordinary and Special Resolutions. Except where required to abstain by law or by the provisions of the Company’s Articles of Association, Siem Industries Inc. and the Directors who hold shares in the Company intend to vote “FOR” each of the resolutions with respect to their respective shareholdings. At the time of mailing of this Notice and Proxy Statement, Siem Industries Inc., who is represented on the Board of Directors by Messrs. Siem and Delouche, owns a beneficial interest of 121,163,111 Common Shares in the Company and another Director, Mr. Sørdal, indirectly controls 1,826,173 Common Shares.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Memorandum and Articles of Association of the Company will be available for inspection at www.siemoffshore.com and by appointment only at the offices of Siem Offshore AS at Markensgate 8, Kristiansand, Norway and the offices of Maples and Calder, Ugland House, South Church Street, Grand Cayman, Cayman Islands during normal business hours through 7 May 2010 and at the Annual General Meeting itself.

SHAREHOLDER PROPOSALS FOR ANNUAL GENERAL MEETING

For the financial year ended 31 December 2010, shareholders may present proposals for inclusion in the Company’s proxy statement and for consideration at the next Annual General Meeting of Shareholders by submitting their proposals to the Company in a proper form and in a timely manner. In order to be considered for the meeting following the conclusion of financial year 2010, shareholder proposals must be received at the offices of Siem Offshore AS at Markensgate 8, P.O. Box 425, 4664 Kristiansand, Norway, telefax no. +47.37.40.62.86 or the Company’s office at P.O. Box 10718, George Town, Grand Cayman KY1-1006, CAYMAN ISLANDS, telefax no. +1.345.946.3342 by 25 February 2011.

Yours faithfully,

Kristian Siem, Chairman 14 April 2010

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