Bw Offshore Ltd. — AGM Information 2010

May 14, 2010

MINUTES of the annual general meeting of the Members of BW Offshore Limited (the “Company”) held at the Fairmont Southampton Hotel, 101 South Shore Road, Southampton, Bermuda on 13 May 2010.

PRESENT: Dr Helmut Sohmen

(as proxy holder representing 350,436,805 shares) Carl K Arnet (as proxy holder representing 5,600,000 shares)

IN ATTENDANCE :

Kathie Child-Villiers David Gairns Christophe Pettenati-Auzière Andres Sohmen-Pao Knut R Saethre Dawna Ferguson (Secretary)

1. CHAIRMAN

Dr Sohmen chaired the meeting and Dawna Ferguson acted as secretary to the meeting.

2.

CONFIRMATION OF NOTICE AND QUORUM

The Chairman confirmed that notice of the meeting had been given to all Members and that a quorum was present.

3. FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT

NOTED THAT the financial statements of the Company for the financial year ended 31 December 2009 together with the Auditor’s report thereon, were laid before the meeting.

4. DIRECTORS

RESOLVED THAT:

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(i) The number of Directors be TEN;

FOR356,036,605	AGAINSTNil	ABSTAIN200

(ii) The number of Alternate Directors be ONE;

FOR356,036,805	AGAINSTNil	ABSTAINNil

• (iii) The following persons be and are hereby appointed Directors and Alternate Directors, until the next annual general meeting or until their appointment is terminated in accordance with the Bye-Laws:

DIRECTORSDr. Helmut SohmenMs. Kathie Child-VilliersMr. René HuckMr. Christophe Pettenati-AuzièreMr. David GairnsMr. Andreas Sohmen-PaoMr. Michael Smyth(Alternate Director to MessrsSohmen and Sohmen-Pao)	PERIOD1 year1 year1 year2 years2 years2 years2 years	FOR	AGAINST	ABSTAIN
		355,354,908	681,897	Nil
		356,036,805	Nil	Nil
		356,036,805	Nil	Nil
		356,036,805	Nil	Nil
		356,036,805	Nil	Nil-
		354,354,908	681,897	Nil
		355,367,045	669,760	Nil

• 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.

FOR351,810,053	AGAINST4,226,552	ABSTAIN200

1. DIRECTORS’ FEES

RESOLVED THAT the Directors be paid at the annual rate of USD41,000, plus an additional USD8,000 per annum for Audit Committee members, USD12,000 for the Chairman of the Audit Committee and USD10,000 for the Chairman of the Nomination and Compensation Committee.

FOR356,036,805	AGAINSTNil	ABSTAINNil

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6. AUDITOR

RESOLVED THAT Messrs. PricewaterhouseCoopers be appointed as auditor for the forthcoming year.

	FOR356,036,805	AGAINSTNil	ABSTAINNil

7. CLOSE

There being no further business, the proceedings then concluded.

__________________________________ Dr Helmut Sohmen Chairman

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