AGM Information • Apr 15, 2025
AGM Information
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(Redomiciled to the Republic of Singapore) (Company Registration No.: 202426186Z)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of BW LPG Limited (the "Company") will be held at 10 Pasir Panjang Road, Mapletree Business City #18-01, Singapore 117438 on Thursday, 15 May 2025 at 10:00 a.m. (Singapore time) to transact the following businesses:
(Ordinary Resolution 1)
Mr. Andreas Sohmen-Pao (Ordinary Resolution 2(a)) Ms. Anne Grethe Dalane (Ordinary Resolution 2(b)) Ms. Sonali Asit Chandmal (Ordinary Resolution 2(c)) Mr. Luc Bernard Marie Gillet (Ordinary Resolution 2(d)) Mr. Sanjiv Misra (Ordinary Resolution 2(e))
(Ordinary Resolution 3)
(Ordinary Resolution 4(a))
(b) Ms. Elaine Yew Wen Suen as Chair of the Nomination Committee.
(Ordinary Resolution 4(b))
| Role | Fees | |
|---|---|---|
| Chairman | US\$ | 100,000 |
| Board Members | US\$ 90,000 | |
| Audit Committee Chair | US\$ 15,000 | |
| Audit Committee Member | US\$ 10,000 | |
| Remuneration Committee Chair | US\$ 10,000 | |
| Remuneration Committee Member | US\$ | 5,000 |
| Nomination Committee Chair and Member | US\$ | 2,500 |
(Ordinary Resolution 5)
(Ordinary Resolution 6)
To consider and, if thought fit, to pass with or without modifications, the following resolutions, which will be proposed as Ordinary Resolutions:
"Maximum Price" shall not be higher than the higher of the price of the last independent trade and the highest current independent bid on the Oslo Stock Exchange and/or New York Stock Exchange;
"Prescribed Limit" means 10% of the total number of Ordinary Shares as at the date of the passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued Ordinary Share capital of the Company shall be taken to be the issued Ordinary Share capital of the Company as altered (excluding any subsidiary holdings and treasury shares that may be held by the Company from time to time); and
"Relevant Period" means the period commencing from the date of the passing of this Resolution and expiring on the date the next annual general meeting of the Company is held or is required by law to be held, whichever is the earlier; and
(e) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, executing such documents as may be required) as they and/or he/she may consider desirable, expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.
(Please see Explanatory Note 7)
(Ordinary Resolution 7)
(b) (notwithstanding the authority conferred by the Shareholders may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors while the authority was in force (the "Share Issue Mandate"),
provided that:
and any adjustments in accordance with sub-paragraph (2)(i) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;
(Please see Explanatory Note 8)
(Ordinary Resolution 8)
Mr. Andreas Sohmen-Pao Chairman of the Board 15 April 2025
The 2024 FS is included in the Annual Report on Form 20-F and can be accessed at the Company's website at www.bwlpg.com/investors/reports-presentations/. The 2024 FS has been provided to the Shareholders via the internet address as described above.
The latest Guidelines on Executive Remuneration are available on the Company's website at www.bwlpg.com/about/our-leaders/ - under Remuneration Committee. Shareholders who wish to receive printed copies of either, or both, the 2024 FS and the latest Guidelines on Executive Remuneration, may submit a written request via electronic mail to [email protected] with the Shareholder's full name and mailing address clearly indicated.
The Company is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934. In accordance with these requirements, the Company files reports and other information with the U.S. Securities and Exchange Commission (the "SEC"). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
A description of the competencies and executive functions of the Directors to be re-elected can be accessed at the Company's website at www.bwlpg.com/about/our-leaders/. Shareholders who wish to receive printed copies may submit a written request via electronic mail to [email protected] with the Shareholder's full name and mailing address clearly indicated.
The Act permits the Company to purchase or acquire its Ordinary Shares out of capital or distributable profits so long as the Company is solvent. The Company will use internal sources of funds, or a combination of internal resources and external borrowings, to finance purchases of its Ordinary Shares. The Board of Directors does not intend to exercise the Share Buyback Mandate if such exercise would result in insufficient liquidity for the Company or its subsidiaries (collectively, the "Group"). The Board of Directors will also not undertake Ordinary Share purchases if the borrowings required to finance the Ordinary Share purchases will result in insufficient liquidity for the Company or the Group. It is not possible for the Company to realistically calculate or quantify the impact of purchases that may be made pursuant to the proposed Share Buy-back Mandate on the Company's financial position as the effect would depend on a number of factors such as the aggregate numbers of Ordinary Shares purchased, the purchase prices paid at the relevant times, whether the Ordinary Shares purchased or acquired are held in treasury or immediately cancelled on purchase or acquisition, how the Ordinary Shares held in treasury are subsequently dealt with by the Company in accordance with Section 76K of the Act, and the amounts (if any) borrowed by the Company to fund the purchases. The Directors consider the proposed Share Buy-Back Mandate to be in the interests of the Company and they recommend the Shareholders to vote in favour of the proposal as set out in this Notice.
Every Shareholder entitled to attend and vote at the meeting or any adjournment thereof is entitled to appoint a proxy to attend and vote in his stead on a show of hands or on a poll. A form of proxy is enclosed for this purpose. A proxy does not need to be a Shareholder of the Company. A Shareholder who is entitled to cast two or more votes at the meeting or any adjournment thereof may appoint more than one proxy, provided each proxy is appointed to exercise the rights attached to a different Share or Shares held by such Shareholder.
If properly executed, the Shares issued in the capital of the Company represented by the proxy will be voted in the manner directed by the Shareholder on the form of proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to resolutions duly made at the meeting or any adjournment thereof. If no direction is given, the Shares will be voted in favour of the resolutions as recommended by the Board of Directors (including amendments thereto approved by the Board of Directors) when duly presented at the meeting or any adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters in furtherance of or incidental to the foregoing or as may otherwise properly come before the meeting or adjournment thereof. Shareholders that have granted a proxy may not vote their Shares at the meeting unless such proxy is revoked.
The form of proxy is enclosed.
You also may attend the meeting in person and vote during the meeting. Shareholders of record attending the meeting in person will be given a ballot upon request.
(c) If you own Shares in "street name", meaning that your Shares are held by a bank, brokerage firm, or other nominee that is a DTC participant, you are considered the "beneficial owner" of Shares held in "street name," and you must provide voting instructions through your bank, brokerage firm, or other nominee by returning a voting instruction form received from that institution in accordance with the relevant instructions provided by such institution.
If you own Shares in street name and wish to attend the meeting, you must obtain a "legal proxy" from the bank, brokerage firm, or other nominee that holds your Shares in order to vote your Shares at the meeting and present your voting information card. Duly appointed proxyholders attending the meeting in person will be given a ballot upon request.
In an effort to consciously reduce paper waste and contribute towards a greener environment, the Company strongly encourages its Shareholders to opt for a fully paperless form of communication including notice of meetings, proxy voting forms or voting instruction forms. In order to do so, registered Shareholders may contact the Company's registrars, Equiniti Trust Company, LLC or DNB Bank ASA (as applicable) and/or follow the instructions provided by the registrars with the proxy voting forms and non-registered Shareholders may contact their applicable securities broker holding their Shares.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the meeting and/or any adjournment thereof, a Shareholder of the Company (i) consents to the collection, use and disclosure of the Shareholder's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the Shareholder discloses the personal data of the Shareholder's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the Shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Shareholder's breach of warranty.

(Redomiciled to the Republic of Singapore) (Company Registration No.: 202426186Z)
I/We, ………………………………………………………………………………………..……………………….. (Name), …………………………………………………………………………………………….. (Identification Number, if any), of ……………………………………………………………………………………………………………………….….. (Address) being a member/members of BW LPG LIMITED (the "Company") holding such shares in the Company set out below
as of the record date of the Annual General Meeting, hereby appoint:
| Full Name | Address | Identification No. | No. of Shares | ||||
|---|---|---|---|---|---|---|---|
| and/or (Please delete as appropriate) | |||||||
or failing him/her, the duly appointed Chairman of the meeting, to be my/our proxy(ies) to vote on my/our behalf at the Annual General Meeting to be held at 10:00 a.m. (Singapore time) on Thursday, 15 May 2025 and at any adjournment thereof or, in the absence of any such indication, my/our proxy shall vote or abstain as he/she thinks fit.
I/We desire my/our votes to be cast on the resolutions to be proposed at the Annual General Meeting of the members (as set out in the Notice of Annual General Meeting dated 15 April 2025) as indicated below:
| RESOLUTION | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 1. | To adopt the Directors' Statement, Audited Financial Statements and the Auditor's Report. |
|||
| 2. | To re-elect the following persons as Directors: | |||
| (a) Mr. Andreas Sohmen-Pao (b) Ms. Anne Grethe Dalane (c) Ms. Sonali Asit Chandmal (d) Mr. Luc Bernard Marie Gillet (e) Mr. Sanjiv Misra |
_ __ _ ___ |
_ __ _ ___ |
_ __ _ ___ |
|
| 3. | To re-appoint Mr. Andreas Sohmen-Pao as Chairman of the Board of Directors. |
|||
| 4. | To appoint the following persons to the Nomination Committee: | |||
| (a) Ms. Alicia Yik Jie Ting as a member of the Nomination Committee (b) Ms. Elaine Yew Wen Suen as Chair of the Nomination Committee |
_ ___ |
_ ___ |
_ ___ |
|
| 5. | To approve the fees payable to the Directors and Committee Members as reflected in the Notice of Annual General Meeting. |
To approve the re-appointment of KPMG LLP as Auditor and authorise the Directors to fix its remuneration.
To approve the proposed Share Buy-Back Mandate.
To approve the proposed Share Issue Mandate.
Dated this ……….…… day of ……………………… 2025
………................................................................................
Signature(s) or Common Seal of Member(s)

The members of the Nomination Committee of BW LPG Limited comprise Ms. Sophie Smith (Chair), Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. Ms. Smith was elected effective 13 May 2022, and Mr. Bøe and Ms. Yew were elected effective 20 May 2020. A description of the profiles of the members can be accessed at the Company's website at http://www.bwlpg.com.
The Nomination Committee's mandate is outlined in the Nomination Committee Guidelines adopted on 1 January 2014 as amended and approved at the Annual General Meetings on 22 May 2014, 19 May 2015 and 15 May 2023.
The Nomination Committee has met once since the Annual General Meeting in June 2024, and has in addition relied on e-mail and telephone conversations to conclude its work. The Nomination Committee has also had dialogue with members of the Board.
The Nomination Committee has received the Board's own performance evaluation for 2024. In its assessment of the Board composition, the Nomination Committee has taken account of views expressed therein. The Nomination Committee has reviewed the Board composition having regard to expertise, capacity and diversity, and determined that the Board is functioning well and no changes are required. The Nomination Committee has also reviewed the relationships between the Company and each Director, and determined that a majority of the Directors are independent pursuant to the Norwegian Code of Practice for Corporate Governance and corporate governance standards of the New York Stock Exchange.
The Board of Directors of the Company currently consists of the following members:
Mr. Andreas Sohmen-Pao (Chairman) Ms. Anne Grethe Dalane Ms. Sonali Chandmal Mr. Andrew E. Wolff Mr. Luc Gillet Mr. Sanjiv Misra
The profiles of all the Board members can be accessed at the Company's website at http://www.bwlpg.com.
The Nomination Committee was informed that Mr. Andrew Wolff wishes to step down as a Director and that he will not be seeking re-election at the 2025 AGM.
The Nomination Committee has reviewed the remuneration of the Board and compared it to relevant statistics of dual-listed companies.
The Nomination Committee was informed that Ms. Sophie Smith wishes to step down as a Member and Chair of the Nomination Committee.
In connection with the 2025 AGM, the Nomination Committee submits the following unanimous proposals:
The Nomination Committee proposes that the following Directors, being eligible and having consented to act, be re-elected until the Annual General Meeting to be held in 2026:
Mr. Andreas Sohmen-Pao Ms. Anne Grethe Dalane Ms. Sonali Chandmal Mr. Luc Gillet Mr. Sanjiv Misra
The Nomination Committee recommends the following Board remuneration for the period from 15 May 2025 to the next Annual General Meeting of the Company in 2026:
| Chairman | US\$ 100,000 | |
|---|---|---|
| Board Members | US\$ 90,000 | |
| Audit Committee Chair | US\$ 15,000 | |
| Audit Committee Member | US\$ 10,000 | |
| Remuneration Committee Chair | US\$ 10,000 | |
| Remuneration Committee Member | US\$ | 5,000 |
The Nomination Committee proposes that the remuneration to the Nomination Committee for the period from 15 May 2025 to the next Annual General Meeting of the Company in 2026 be set at US\$ 2,500 to each member including the Chair.
The Nomination Committee, after considering candidates, recommends that Ms. Alicia Yik Jie Ting, having accepted the nomination, be appointed as a new member of the Nomination Committee replacing Ms. Sophie Smith. The Nomination Committee provides the following information on Ms. Yik:
Ms. Alicia Yik Jie Ting (born 1988) is COO for Altara Management, a company affiliated with BW Group Chairman Mr. Andreas Sohmen-Pao. Previously, Ms. Yik was an Executive Director at J.P. Morgan Private Bank in Asia. Prior to that, she worked at Bank of America Merrill Lynch focusing on Strategy and Business Development. Ms. Yik has more than 13 years of professional experience in the financial industry, and holds a Bachelor of Business Management degree in Finance and a Bachelor of Science degree in Economics from the Singapore Management University.
The Nomination Committee further recommends that Ms. Elaine Yew, who has been a Member of the Nomination Committee since 2020, be appointed as the new Chair replacing Ms. Sophie Smith.
15 April 2025
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