Contents

In addition to terms defined elsewhere herein, the following terms shall have the following meanings:

SEACOR Marine Holdings Inc. or any of its subsidiaries.

Each Director, Executive Officer, Specified Employee or Employee and, in each case, members of the household and dependents of such person.

Members of the board of directors of SEACOR Marine Holdings Inc.

Individuals or entities who have been or may be granted access to material nonpublic information and designated as “Designated Outsiders” by the Company. Examples include corporate attorneys, internal auditors and investor relations firms.

Any employee of the Company other than an Executive Officer or Specified Employee.

“Executive officers” of the Company as described in Rule 3b-7 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and all individuals designated as “officers” of the Company for purposes of Section 16 under the Exchange Act.

Information concerning the Company is “material” if there is a substantial likelihood that a reasonable stockholder or investor would consider it important in making an investment or voting decision regarding the Company’s securities. In simple terms, material information is any type of information that reasonably could be expected to affect the price of the Company stock.

Material information is “nonpublic” if it has not yet been transmitted to the public in a sufficiently widespread manner to ensure that it has “credibly entered the market.” While there is no clear-cut rule that defines when material information becomes public, such information should not be considered “public” until it has achieved the widest possible public dissemination and the public has had an opportunity to evaluate it thoroughly. What constitutes thorough public dissemination and evaluation will vary on a case by case basis. To ensure a margin of safety before trading in the Company’s securities, Covered Persons, Designated Outsiders and other outsiders in possession of material information should refrain from trading until the beginning of the second trading day following the widespread release of the information.

Shadow trading refers to trading in securities of other publicly listed companies based on material nonpublic information learned about the subject company or industry while performing your duties for the Company. Shadow trading is prohibited.

All employees (other than Executive Officers) who are (i) in charge of a principal division or business unit, (ii) in the accounting, finance, investor relations, law departments of the Company or (iii) designated from time to time as “Specified Employees” by written notice (including by email) from the Compliance Officer.

In order to comply with Federal and State securities laws governing (a) trading in the Company’s securities while in the possession of “material nonpublic information” concerning the Company, and (b) tipping or disclosing material nonpublic information to outsiders, and in order to prevent even the appearance of improper insider trading or tipping, the Company has adopted this policy for all of its Covered Persons and Designated Outsiders.

NOTE: The laws prohibiting insider trading and “tipping” of inside information provide a straightforward warning: If you possess material nonpublic information about a public company, you must not either (a) trade in your company’s securities until the information has been widely publicized, or (b) selectively disclose or “tip” the information to persons not yet possessing the information.

Directors and Executive Officers shall be subject to a general prohibition on trading in the Company’s securities prior to receipt of approval from the Compliance Committee (as defined below) in accordance with the procedures set forth in Section 7, subsection c, below.

Specified Employees, because of their positions with the Company and their access to material nonpublic information, shall be prohibited from trading in the Company’s securities outside the applicable “trading window” described in Section 7, subsection b, below without prior approval from the Compliance Committee, as defined below, in accordance with the procedures set forth in Section 7, subsection c, below.

Persons subject to this policy have ethical and legal obligations to maintain the confidentiality of information about the Company and not to engage in transactions in Company securities while in possession of material nonpublic information. Persons subject to this policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this policy, and that any family member, household member or entity whose transactions are subject to this policy, as discussed below, also comply with this policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, Compliance Committee, the Compliance Officer (as defined below) or any other employee or director pursuant to this policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Potential Civil, Criminal and Disciplinary Sanctions.”

The Board of Directors has designated Andrew H. Everett II, Senior Vice President, General Counsel and Secretary, as its Compliance Officer (the “Compliance Officer”). The Compliance Committee (the “Compliance Committee”) will consist of the Compliance Officer and one or more other members designated by the Board of Directors of the Company. Jesús Llorca, Executive Vice President and Chief Financial Officer, and Gregory S. Rossmiller, Senior Vice President and Chief Accounting Officer, have been designated as the other current members (each of the Compliance Officer, Mr. Llorca and Mr. Rossmiller being referred to as the “Designated Members”); with Philippe Wulfers, Vice President of Finance, having been designated to serve as an alternate member in the circumstances described below (the “Alternative Member”). The Compliance Committee will review and either approve or prohibit all proposed trades by Directors and Executive Officers and trades by Specified Employees outside of trading windows in accordance with the procedures set forth in Section 7, subsection c, below, with any such approval to trade requiring an unanimous vote of all Designated Members; provided, however, that, (i) in the case of a proposed trade by a Designated Member, the Alternative Member shall serve on the Compliance Committee in place of such Designated Member, (ii) if a Designated Member is unavailable to consider a proposed trade, the Alternative Member shall serve on the Compliance Committee in place of such Designated Member, (iii) if, as a result of unavailability of Designated Members and/or the Alternative Member or otherwise, only two members of the Compliance Committee (which may include the Alternative Member) are available to review a

proposed trade, two (but not less than two) members may act by unanimous vote to approve such trade on behalf of the Compliance Committee and (iv) notwithstanding the foregoing, the Compliance Committee, acting by unanimous vote, may from time to time delegate to a single Designated Member the authority to approve trades.

In addition to the trading approval duties described in Section 7, subsection c, below, the duties of the Compliance Officer will include the following:

In the event that the Compliance Officer is unable to perform such duties, the other member(s) of the Compliance Committee may perform the Compliance Officer’s duties.

Information about the Company is “material” if it would be expected to affect the investment or voting decisions of a reasonable stockholder or investor, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about the Company. In simple terms, material information is any type of information, which could “reasonably” be expected to affect the price of Company securities. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to identify all information that would be deemed “material”, the following types of information ordinarily would be considered material:

Material information is “nonpublic” if it has not been widely disseminated to the public through major newswire services, national news services or financial news services.

For the purposes of this policy, information will be considered public, i.e., no longer “nonpublic”, at the beginning of the second trading day following Company’s widespread public release of the information, such as through a Company press release or filing with the Securities and Exchange Commission.

If, for example, (i) the Company were to make an announcement on a Monday before the opening of the trading day (i.e., before 9:30 a.m. Eastern Prevailing Time), the information is not considered “public” until Tuesday or (ii) the Company were to make an announcement on a Monday after the close of the trading day (i.e., after 4:00 p.m. Eastern Prevailing Time), the information is not considered “public” until Wednesday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.

Any insiders who are unsure whether the information that they possess is material or nonpublic must consult the Compliance Committee for guidance before trading in any Company or other securities.

SEC Rule 10b5-1 provides generally that a purchase or sale is “on the basis of” material, nonpublic information if the person engaging in the transaction is aware of the material, nonpublic information when the person makes the purchase or sale. In addition, the rule creates an exception to this general rule that is available if the person demonstrates that, before becoming aware of any material, nonpublic information, the person had entered into a binding contract to purchase or sell the security, had instructed another person to purchase or sell the security for the instructing person’s account, or had adopted a written plan for trading securities, and (in each case) the contract, instruction or plan meets certain requirements regarding specificity as to amount, price and timing or imposes effective prohibitions on the insider’s ability to exercise subsequent influence over the trades. The contract, instruction or plan must also be entered into and executed in good faith and without any purpose of evading the prohibitions of the SEC’s rules and under recently adopted amendments to Rule 10b5-1 such contracts, instructions or plans are subject to certain cooling off periods and directors

and officers are required to make certain certifications. In some circumstances, terminating a contract, instruction or plan that is in place could call into question whether it was entered into in good faith and the decision to terminate such contact, instruction or plan cannot be made on the basis of material, nonpublic information.

Covered Persons whose trading activity is covered by the restrictions contained herein may enter into such a plan (a “10b5-1 trading plan”), in which case restrictions on trading otherwise applicable under this section as described above will not apply to the extent such 10b5-1 trading plan has been pre-approved by the Compliance Committee, such plan meets the requirements of Rule 10b5-1, and transactions are executed in compliance with the 10b5-1 trading plan and applicable law. A 10b5-1 trading plan should not be entered into at a time when the person entering into it is aware of material, nonpublic information. The compliance of any 10b5-1 trading plan with the applicable SEC rules as in effect at the time the plan is adopted is the responsibility of the person entering into such plan. You are advised to consult with legal counsel if you choose to enter into a 10b5-1 trading plan. Any 10b5-1 trading plan must be submitted to the Compliance Committee for review and approval no less than two business days prior to the entry into the 10b5-1 trading plan.

The trading prohibitions and restrictions set forth in this policy will be superseded by any greater prohibitions or restrictions prescribed by federal or state securities laws and regulations, e.g., short-swing trading by Directors or Executive Officers or restrictions on the sale of securities subject to Rule 144 in the Securities Act. Any Covered Person who is

uncertain whether other prohibitions or restrictions apply should ask a member of the Compliance Committee.

The Company considers it improper and inappropriate for Covered Persons to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that Covered Persons may not engage in any of the following transactions:

The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided

by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties up to three times the profit made or loss avoided, pay a criminal penalty of up to $1 million, and serve a prison term of up to ten years. The Company and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties.

Violation of this policy or Federal or State insider trading or tipping laws may subject any Executive Officer, Specified Employee or Employee to disciplinary action by the Company, up to and including termination for cause.

Any Covered Person who violates this policy or any Federal or State laws governing insider trading or tipping or knows of any such violation by any other Covered Persons, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer, in consultation with other Compliance Committee members and the Company’s legal counsel, will determine whether the Company should release any material nonpublic information, or whether the Company should report the violation to the SEC or other appropriate governmental authority.

Please direct all inquiries regarding any of the provisions or procedures of this policy to the Compliance Officer either by: