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Bw Offshore Ltd. AGM Information 2026

May 15, 2026

9903_rns_2026-05-15_7444ba46-475a-4746-9693-5b34b126c5b3.pdf

AGM Information

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MINUTES of the 2026 ANNUAL GENERAL MEETING of the Members of BW Offshore Limited (the "Company") held at 18 Rebecca Road, Southampton, SN04, Bermuda, on 14 May 2026 at 2:00 p.m. Bermuda time.

PRESENT:

Mr. Andreas Sohmen-Pao
(as Chair of the Board, as Chair of the meeting and as proxy holder representing 137,603,928 shares)

Mr. René Kofod-Olsen
(as Director of the Company and as proxy holder representing 13,183 shares)

Ms. Susan Barit
(as Secretary of the Company, as Secretary of the meeting and as proxy holder representing 229,273 shares)

Mr. Michael Gerard Smyth
(as proxy holder representing 49,993 shares)

IN ATTENDANCE:

Mr. Maarten R. Scholten
(as Director of the Company)

Ms. Rebekka Glasser-Herlofsen
(as Director of the Company)

Kees van Seventer
(as Director of the Company)

Mr Marco Beenen
(as CEO of the Company)

Mr. Ståle Andreassen
(as CFO of the Company)

Mr. Anders Platou
(as COO of the Company)

  1. CHAIR

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

  1. CONFIRMATION OF NOTICE AND QUORUM

The Chair of the meeting confirmed that the notice of the meeting dated 22 April 2026 (the "Notice") had been given to all Members of the Company and that a quorum as required under the Bye-laws of the Company was present.

  1. FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT

NOTED THAT the financial statements of the Company for the financial year ended 31 December 2025 together with the Auditor's report thereon, were received at the meeting.

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


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4. DIRECTORS

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

FOR AGAINST ABSTAIN
137,865,934 30,443 0

5. RE-APPOINTMENT OF DIRECTORS

RESOLVED THAT:

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

FOR AGAINST ABSTAIN
125,609,671 12,286,706 0

(ii) Mr. Maarten R. Scholten be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
135,595,928 2,300,449 0

(iii) Ms. Rebekka Glasser Herlofsen be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
136,928,239 968,138 0

(iv) Mr. René Kofod-Olsen be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
137,595,161 301,216 0

(v) Mr. Cornelis van Seventer be and is hereby re-elected as a Director for a period of 1 year.

FOR AGAINST ABSTAIN
136,562,672 1,333,705 0

6. DIRECTORS' FEES

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 Compensation


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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 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
137,896,377 0 0

7. GUIDELINES ON EXECUTIVE REMUNERATION

RESOLVED THAT the revised Guidelines on Executive Remuneration, in the form as made available on the Company’s website, be and is hereby approved.

FOR AGAINST ABSTAIN
121,228,377 16,668,000 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
137,896,377 0 0

9. CLOSE

There being no further business, the proceedings then concluded.

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Mr. Andreas Sohmen-Pao
Chair