Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Bw Offshore Ltd. AGM Information 2026

Apr 22, 2026

9903_rns_2026-04-22_5bbfaa86-5bb9-43f2-8aad-cb480c1e876d.pdf

AGM Information

Open in viewer

Opens in your device viewer

B

Dear Member,

The Annual General Meeting (the "2026 AGM") of BW Offshore Limited (the "Company") will be held at 18 Rebecca Road, Southampton, SN04, Bermuda, on 14 May 2026 at 2:00 p.m. (Bermuda time). The matters to be considered at the 2026 AGM are identified in the attached Notice of the 2026 AGM (the "Notice").

In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended 31 December 2025, which were authorised for issue by the Board of Directors of the Company on 26 February 2026, will be presented at the 2026 AGM. There is no requirement under Bermuda law that such statements be approved by the members of the Company (the "Members") in an annual general meeting only that they be laid before the Members at a general meeting. The Company's audited consolidated financial statements and the auditor's report are included in the Company's Annual Report which is available on the Company's website at https://www.bwoffshore.com/ir/reports--presentations/.

The Corporate Governance Policy provides that the Board shall consist of up to eight directors. It is recommended that the number of Directors of the Company shall continue to be up to eight, and that the Chair be re-appointed for the ensuing year in accordance with the Bye-laws of the Company (the "Bye-laws").

At the annual general meeting held on 28 May 2025 and according to the Bye-laws of the Company, the Directors of the Company were re-elected/were to serve until the conclusion of the 2026 AGM. As the term of the Directors expires at the end of the 2026 AGM, and in accordance with the Nomination Committee's recommendations dated 22 April 2026, it is recommended that all the Directors be re-elected to serve for a one-year term of office until the conclusion of the 2027 AGM.

Details on the Nomination Committee's recommendations dated 22 April 2026 relating to re-election of Directors are available on the Company's website at https://www.bwoffshore.com/ir/pr/.

The Bye-laws of the Company provide that the Directors' fees shall be determined by the Members in general meeting. It is proposed that the Directors be paid the fees in respect of the services rendered by them (including work rendered by them in any sub-committees of the Board) for the period from the 2026 AGM to the 2027 annual general meeting as detailed in the Notice and recommendations of the Nomination Committee dated 22 April 2026. The Nomination Committee further proposed that the Nomination Committee members be paid for their services and that each member be paid a remuneration of USD 2,500 for services rendered for the period from the 2026 AGM to the 2027 annual general meeting.

As detailed in the Notice, the Company has revised the Guidelines on Executive Remuneration, a copy of which is available on the Company's website, which shall be subject to shareholders' approval at the 2026 AGM. The proposed revisions to the Guidelines on Executive Remuneration are intended to clarify the maximum potential pay-out under the Variable Compensation Scheme (VCS) for the CEO. The current Guidelines provide that the maximum potential pay-out of the VCS for the Senior Management team is set at six months' base salary. The proposed amendment clarifies that the CEO may have a higher maximum potential pay-out, as determined by the Board of Directors, not exceeding twelve months' base salary. The amendment does not represent a change in remuneration policy but is intended to align the Guidelines with remuneration terms already approved by the Board and to reflect the remuneration framework to be submitted to shareholders for approval.

The Audit Committee of the Board of Directors is charged with the responsibility to recommend the appointment of the Company's external auditors. In this connection, the Audit Committee has

BW Offshore Limited

c/-Inchona 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


B

recommended that KPMG AS be re-appointed as the Independent Auditors of the Company. Consistent with the Bye-laws of the Company, it is proposed that the Board of Directors be authorised to determine the remuneration of KPMG AS.

Enclosed with the Notice, is a Form of Proxy for Members to be represented at the 2026 AGM by proxy and recommendation from the Nomination Committee dated 22 April 2026.

Members registered in the branch register of the Company maintained by Verdipapirsentralen ASA (the VPS) at the close of business on 11 May 2026 will be entitled to attend and vote at the 2026 AGM in respect of the number of shares registered in their names at such time.

A Member entitled to vote at the 2026 AGM is entitled to appoint a proxy to attend and to vote in his/her/its place. A Member appointing a proxy must complete the Form of Proxy and submit the same to DNB Bank ASA. Please refer to the attached Notice for detailed particulars in this regard.

The Board of Directors recommends that you vote in favour of the matters to be considered at the 2026 AGM.

Singapore, 22 April 2026

On behalf of the Board of Directors

Mr. Andreas Sohmen-Pao (Chair)

Enclosures:
1. Notice of the 2026 AGM
2. Form of Proxy
3. Recommendations from the Nomination Committee