AGM Information • May 28, 2025
AGM Information
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MINUTES of the 2025 ANNUAL GENERAL MEETING of the Members of BW Offshore Limited (the "Company") held at 18 Rebecca Road, Southampton, SN04, Bermuda, on 28 May 2025 at 2:00 p.m. Bermuda time.
PRESENT:
Mr. Andreas Sohmen-Pao (as Chair of the Board, as Chair of the meeting and as proxy holder representing 133,612,724 shares)
Mr. Maarten R. Scholten (as Director of the Company and as proxy holder representing 160,671 shares)
Ms. Susan Barit (as Secretary of the Company, as Secretary of the meeting and as proxy holder representing 229,273 shares)
Mr. Michael Gerard Smyth (as proxy holder representing 49,993 shares)
The Chair of the Board, Mr. Andreas Sohmen-Pao, chaired the meeting and Ms. Susan Barit acted as Secretary to the meeting.
The Chair of the meeting confirmed that the notice of the meeting dated 6 May 2025 (the "Notice") had been given to all Members of the Company and that a quorum as required under the Bye-laws of the Company was present.
NOTED THAT the financial statements of the Company for the financial year ended 31 December 2024 together with the Auditor's report thereon, were received at the meeting.
RESOLVED THAT the number of Directors of the Company shall be up to eight.
| FOR TATCIT AGAINST |
DOCT A TI ADS LAIN |
|---|---|
| -------------------------- | ----------------------- |
c/-linchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda
Tel: (441) 295-3770
Fax: (441) 295-3801 www.bwoffshore.com

| 199 001 ecc לככל 104,601 |
141VH | TALL 1 |
|---|---|---|
| -------------------------------- | ------- | ----------- |
(i) Mr. Andreas Sohmen-Pao be and is hereby re-elected as a Director and the Chair of the Board for a period of 1 year.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 122,745,187 | 11.307.474 | Nil |
(ii) Mr. Maarten R. Scholten be and is hereby re-elected as a Director for a period of 1 year.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 132,790,147 | 1,262,514 | Nil |
(iii) Ms. Rebekka Glasser Herlofsen be and is hereby re-elected as a Director for a period of 1 year.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 33 393 787 | 659.374 | Nil |
(iv) Mr. René Kofod-Olsen be and is hereby re-elected as a Director for a period of 1 year.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 133,902,831 | 49.830 | 4 709 N1 |
(v) Mr. Cornelis van Seventer be and is hereby re-elected as a Director for a period of 1 year.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 133 276 187 1 a 1 a had 1 Val V |
776.474 | Nil |
6.
RESOLVED THAT Ms. Alicia Yik be and is hereby appointed as a member of the Nomination Committee.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 133,933,964 | 18.697 | 4 N11 |

RESOLVED THAT Ms. Elaine Yew be and is hereby appointed as the Chair of the Nomination Committee.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 133,935,103 | 17.558 | Nil |
RESOLVED THAT approval be and is hereby given for the Directors to be paid annual fees at the rate of USD 65,000 for the Directors (other than the Chair), USD 80,000 for the Chair, plus an additional USD 10,000 and USD 5,000 per annum for the Audit Committee Chair and its members respectively, USD 10,000 and USD 5,000 per annum for the Compensation Committee Chair and its members respectively, USD 2,500 per annum for the Nomination Conmittee Chair and its members, and USD 10,000 and USD 5,000 per annum for Technicol ond Commercial Committee Chair and its members respectively, plus an additional travel fee of USD 2,500 per meeting to each member of the Audit Committee and Technical and Commercial Committee, if applicable.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 133,902,076 | 150.585 | Nil |
RESOLVED THAT KPMG AS be and is hereby re-appointed as Auditor of the Company to hold office until the conclusion of the next annual general meeting and the Directors be and are hereby authorised to determine their remuneration.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 133,888,912 | 163.749 | Nil |
There being no further business, the proceedings then concluded.
Mr. Andreas Sohmen-Pao Chair
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