Bw Offshore Ltd. — AGM Information 2010

Apr 21, 2010

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BW Offshore Limited

NOTICE IS HEREBY GIVEN that the 2010 Annual General Meeting of the Members of BW Offshore Limited (the “Company”) will be held at the Fairmont Southampton Hotel, 101 South Shore Road Southampton, SN02, Bermuda on 13 May 2010 at 11am for the following purposes:

AGENDA

1. To confirm notice.

1. To receive the financial statements of the Company for the year ended 31 December 2009 and the Auditor's report thereon.

2. To determine the number of Directors for the forthcoming year and to elect the following Directors and Alternate Directors:

Directors: Dr. Helmut Sohmen Ms Kathie Child-Villiers Mr René Huck Mr Christophe Pettenati-Auzière Mr David Gairns Mr Andreas Sohmen-Pao	Period: 1 year 1 year 1 year 2 years 2 years 2 years	Alternate Directors:
		Mr Michael Smyth Mr Michael Smyth

1. To consider fees payable to the Directors at the annual rate of USD 41,000 plus an additional USD 8,000 per annum for Audit Committee members, USD 12,000 for the Chairman of the Audit Committee and USD 10,000 for the Chairman of the Nomination and Compensation Committee.

2. To consider the reappointment of PricewaterhouseCoopers as auditor for the forthcoming year.

Enclosure: Remuneration guidelines

BY ORDER OF THE BOARD Registered Office: Dawna Ferguson Clarendon House Company Secretary 2 Church Street Hamilton HM 11 Dated: 19 April 2010 Bermuda

Notes:

Every member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his stead. A form of proxy is enclosed for this purpose. A proxy need not be a member of the Company. Your voting direction form is to be received by DnB NOR Bank ASA, Registrars Department, Oslo, not later than 10 May 2010 14:00 hours Oslo Time. The PO Box address of DnB NOR Bank ASA is: DnB NOR Bank ASA, Registrars Department, Stranden 21, 0021 Oslo, Norway. Alternatively, send the proxy by facsimile (+ 47) 22 94 90 20 within the aforementioned date and time.

If properly executed, the shares represented by this Proxy (the “Shares”) will be voted in the manner directed by the undersigned holder. The holder(s) shall also have discretion to vote the Shares for or against any amendments to motions duly made at the Meeting. If no direction is given, the Shares will be voted in favour of the resolutions recommended by Management (including amendments thereto approved by Management) when duly presented at the Meeting. The holder(s) 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.

Clarendon House 2 Church Street, Hamilton HM 11, Bermuda

www.bwoffshore.com

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BW Offshore Limited

(the “Company”)

FORM OF PROXY FOR THE 2010 ANNUAL GENERAL MEETING

I/We ( insert name ) ………………………………………………………………………………… ( block letters )

the holder(s) of ( insert number of shares ) ……………………………………… common shares in the abovenamed company hereby appoint:

The Chairman or, failing him, the Deputy Chairman, as my/our proxy to vote on my/our behalf at the Annual General Meeting to be held on 13 May 2010 and at any adjournment thereof.

I/We desire my/our votes to be cast on the resolutions set out in the notice convening the Annual General Meeting as indicated below:

RESOLUTION

PERIOD FOR AGAINST ABSTAIN

1. To determine the number of Directors for the forthcoming year and to elect the following Directors and Alternate Directors

2. i) That the number of Directors be TEN

3. ii) That the number of Alternate Directors be ONE

iii) Dr Helmut Sohmen 1 year Ms Kathie Child-Villiers 1 year Mr René Huck 1 year Mr Christophe Pettenati-Auzière 2 years Mr David Gairns 2 years Mr Andreas Sohmen-Pao 2 years Mr Michael Smyth Alternate Director to Messrs Sohmen and Sohmen-Pao

• iv) The vacancy on the Board for FOUR Directors and any other vacancy in their number left unfilled for any reason be filled at such time as the Board in its discretion shall determine.

• To consider fees payable to the Directors at the annual rate of USD 41,000, plus an additional USD 8,000 per annum for Audit Committee members, USD 12,000 for the Chairman of the Audit Committee and USD 10,000 for the Chairman of the Nomination and Compensation Committee.

• To consider the appointment of PricewaterhouseCoopers as auditor for the forthcoming year.

Signature: ...............................................................................

Date: ………………………..

Clarendon House 2 Church Street, Hamilton HM 11, Bermuda

www.bwoffshore.com

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Your voting direction form is to be received by DnB NOR Bank ASA, Registrars Department, Oslo, not later than 10 May 2010 14:00 hours Oslo Time . The PO Box address of DnB NOR Bank ASA is: DnB NOR Bank ASA, Registrars Department, Stranden 21, 0021 Oslo, Norway. Alternatively, send the proxy by facsimile (+ 47) 22 94 90 20 within the aforementioned date and time.

If properly executed, the shares represented by this Proxy (the “Shares”) will be voted in the manner directed by the undersigned holder. The holder(s) shall also have discretion to vote the Shares for or against any amendments to motions duly made at the Meeting. If no direction is given, the Shares will be voted in favour of the resolutions recommended by Management (including amendments thereto approved by Management) when duly presented at the Meeting. The holder(s) 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.

Clarendon House 2 Church Street, Hamilton HM 11, Bermuda

www.bwoffshore.com