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Bw Energy Ltd. AGM Information 2025

May 27, 2025

9902_rns_2025-05-27_b0dd4072-06dd-400f-aa8c-42c4cd0d5ec8.pdf

AGM Information

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MINUTES of the 2025 ANNUAL GENERAL MEETING of the Members of BW Energy Limited 18 Rebecca Road, Southampton, SN04, Bermuda on 26 May 2025 at 14:00 AST.

PRESENT: Mr. Andreas Sohmen-Pao (as Director of the Company, as Chair of the meeting and as proxy holder representing 226,603,972 shares) (as CFO of the Company)

Mr. Carl Krogh Arnet (as CEO of the Company and as proxy holder representing 3,906,010shares)

Mr. Brice Morlot

Ms. Susan Barit (as Secretary of the meeting and as proxy holder representing 37,885 shares)

Mr. Michael Gerard Smyth (as Corporate Representative)

1. CHAIR

The Chair of the Board, Mr. Andreas Sohmen-Pao, chaired the meeting and Ms. Susan Barit acted as Secretary to the meeting.

2. CONFIRMATION OF NOTICE AND QUORUM

The Secretary of the meeting confirmed that the notice of the meeting dated 2 May 2025 (the Notice Company and that a quorum as required under the Bye-laws of the Company was present.

3.

NOTED THAT the financial statements of the Company for the financial year ended 31 December 2024

4. DIRECTORS

RESOLVED THAT the number of Directors of the Company shall be up to eight.

FOR AGAINST ABSTAIN
230,591,001 33 0

5. RE-APPOINTMENT OF DIRECTORS

RESOLVED THAT:

a) Mr. Andreas Sohmen-Pao be and is hereby re-elected as a Director (Chair) for a period of 1 year.

FOR AGAINST ABSTAIN
228,578,482 2,012,552 0

b) Mr. William Russell Scheirman II be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
230,588,313 2,721 0

c) Ms. Hilde Drønen be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
230,591,034 0 0

d) Ms. Ana Lucia Pocas Zambelli be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
230,591,034 0 0

e) Mr. Darrell McKenna be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
230,591,034 0 0

f) Mr. Alan Dowokpor be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
230,591,034 0 0

6. APPOINTMENT OF NOMINATION COMMITTEE MEMBERS

RESOLVED THAT:

a) Ms. Elaine Yew Wen Suen be and is hereby appoint as the Chair of the Nomination Committee.

FOR AGAINST ABSTAIN
230,591,034 0 0

b) Ms. Alicia Yik be and is hereby appointed as a Member of the Nomination Committee.

FOR AGAINST ABSTAIN
230,591,034 0 0

7.

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 Remuneration Committee Chair and its members respectively, USD 2,500 per annum for the Nomination Committee Chair and its members, and USD 10,000 and USD 5,000 per annum for the Technical and 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
230,590,591 83 0

8. AUDITOR

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
230,590,984 0 0

9. CLOSE

There being no further business, the proceedings then concluded. _________________________________ Mr. Andreas Sohmen-Pao

Chair