Bw Energy Ltd. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

BW ENERGY

BW Energy Limited

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of the Members of BW Energy Limited (the "Company") will be held at 18 Rebecca Road, Southampton, SN04, Bermuda, on 11 May 2026 at 14:00 ADT for the following purposes:

AGENDA

1. To confirm the Notice of the Annual General Meeting.
2. To receive the audited consolidated financial statements of the Company for the financial year ended 31 December 2025 and the auditors' report thereon.
3. To determine that the number of Directors of the Company shall be up to eight.
4. To elect Mr. Carl K. Arnet as Director of the Company for a period of 1 year.
5. To re-elect the following Directors as set out below:

Directors	Period
Mr. Andreas Sohmen-Pao (chair)	1 year
Mr. William Russell Scheirman II	1 year
Ms. Hilde Drønen	1 year
Ms. Ana Lucia Pocas Zambelli	1 year
Mr. Darrell McKenna	1 year
Mr. Alan Dowokpor	1 year

1. To approve the annual fees payable to the Directors and Committee Members as follows:

2. USD 80,000 to the Chair of the Board

3. USD 65,000 to each of the Directors (other than the Chair)
4. An additional USD 10,000 to each of the Chairs of the Audit, Remuneration, and Technical and Commercial Committees
5. An additional USD 5,000 to each of the members (other than the Chair) of the Audit, Remuneration, and Technical and Commercial Committees
6. USD 2,500 per annum to the Nomination Committee Chair and its members

7. An additional travel fee of USD 2,500 per meeting to the Chair and each of the members of the Audit Committee and Technical and Commercial Committee, if applicable.

8. To consider, and if thought fit, to approve the re-appointment of KPMG AS as Auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Directors to determine the Auditor's remuneration.

BW Energy Limited

c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda

www.bwenergy.no

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BW ENERGY

BY ORDER OF THE BOARD

Inchona Services Limited
Company Secretary
Dated: 17 April 2026

Registered Office:
c/o Inchona Services Limited,
Washington Mall Phase 2, 4th Floor,
Suite 400, 22 Church Street, HM
1189, Hamilton, Pembroke, HM EX,
Bermuda

2

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BW ENERGY

Notes:

1. A copy of the Annual Report and the Auditors’ Report for the financial year ended 31 December 2025 can be accessed at the Company’s website at https://www.bwenergy.no/en/news-and-media/. Members who wish to receive a printed copy of the Annual Report may submit a written request via e-mail to IR@bwenergy.no with the member’s full name and mailing address clearly indicated.

2. A description of the competencies and executive functions of the Directors to be re-elected can be accessed at the Company’s website at https://www.bwenergy.no/en/this-is-bw-energy/#management. A copy of the Nomination Committee’s recommendations, which sets out information relating to the re-election of Directors, remuneration to the Directors, and members of the Nomination Committee, is available at the Company’s website at https://www.bwenergy.no/en/news-and-media/.

3. The Company generally follows the Norwegian Code of Practice principle that executive management should not serve on the Board. However, on the recommendation of the Nomination Committee, the Board has endorsed the nomination of the Chief Executive Officer as a Board member. This reflects the CEO’s foundational role in establishing the Company’s strategy, operations, and stakeholder relationships, and the Board’s view that his institutional knowledge and industry expertise add material value to Board deliberations at the Company’s current stage of development. The Board is satisfied that its composition remains balanced, with a clear majority of independent non-executive directors, and that robust governance structures ensure appropriate separation of responsibilities. The Board will keep its composition under review as the Company develops.

4. Only those members entered on the register of members of the Company at close of business (CEST) on 6 May 2026 shall be entitled to attend and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business (CEST) on 6 May 2026 shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting or any postponement or adjournment thereof.

5. Every member entitled to attend and vote at the Annual General Meeting or any postponement or adjournment thereof is entitled to appoint a proxy to attend and vote in such member’s stead on a show of hands or on a poll. A Form of Proxy is enclosed for this purpose. A proxy need not be a member of the Company. A member who is entitled to cast two or more votes at the Annual General Meeting or any postponement or adjournment thereof may appoint more than one proxy.

6. To be valid, the Form of Proxy must be received by DNB Bank ASA, Registrars Department, Oslo, Norway not later than 10:00 a.m. CEST on 7 May 2026 in accordance with the Notes of the Form of Proxy enclosed herewith. The mailing address of DNB Bank ASA is: DNB Bank ASA, Issuer Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Alternatively, the Form of Proxy can be sent to DNB Bank ASA by e-mail to vote@dnb.no not later than the aforementioned date and time.

7. If properly executed, the shares issued in the capital of the Company represented by the proxy (the “Shares”) will be voted in the manner directed by the member on the Form of Proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to motions duly made at the Annual General Meeting or any postponement or adjournment thereof. If no direction is given, the Shares will be voted in favour of the motions as recommended by the Board of Directors (including amendments thereto approved by the Board of Directors) when duly presented at the Annual General Meeting or any postponement or adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters as may otherwise properly come before the Annual General Meeting or any postponement or adjournment thereof.