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Bw Offshore Ltd.

Pre-Annual General Meeting Information May 6, 2025

9903_rns_2025-05-06_afe386da-33fb-428a-bcd6-fd574bc063b1.pdf

Pre-Annual General Meeting Information

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RECOMMENDATIONS FROM THE NOMINATION COMMITTEE OF BW OFFSHORE LIMITED (THE "COMPANY") TO THE ANNUAL GENERAL MEETING TO BE HELD ON 28 MAY 2025

NOMINATION COMMITTEE'S MANDATE AND COMPOSITION

The mandate of the Nomination Committee of BW Offshore Limited is outlined in the Nomination Committee Guidelines adopted by the General Meeting of the Company held on 23 May 2024.

Ms. Sophie Smith stepped down as a member and, accordingly, as the Chair of the Nomination Committee in January 2025. The Nomination Committee currently comprises Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. A description of the profiles of the members of the Nomination Committee can be accessed at the Company's website at https://www.bwoffshore.com/about-us/leadership/.

THE WORK OF THE NOMINATION COMMITTEE

The Nomination Committee has met once since the Annual General Meeting of the Company in May 2024 and has in addition, relied on e-mail and telephone conversations to conclude its work. It has received the Board of Directors' performance evaluation for 2024 and used this, and dialogue with members of the Board, as input in its review of the functioning of the Board of Directors, and to identify any potential competence gaps.

In its assessment of the Board composition, the Nomination Committee has taken account of views expressed therein while at the same time seeking to comply with the considerations set out in the Norwegian Code of Practice for Corporate Governance concerning the composition of the Board of Directors.

The Nomination Committee acknowledges that the interests of the Company are best served by having a broadly based Board of Directors, with reference to experience, background and competencies. The Nomination Committee has not identified any specific experience or capability gaps with the current Board composition.

BOARD COMPOSITION AND REMUNERATION – NOMINATION COMMITTEE'S RECOMMENDATION

The Company's Board of Directors currently consists of the following Directors, and their profiles are presented on the Company's webpage:

  • Mr. Andreas Sohmen-Pao (Chair)
  • Mr. Maarten R Scholten (Board member)
  • Ms. Rebekka Glasser Herlofsen (Board member)
  • Mr. René Kofod-Olsen (Board member)
  • Mr. Cornelis van Seventer (Board member)

In connection with the Annual General Meeting of the Company to be held on 28 May 2025, the Nomination Committee submits the following unanimous proposals:

1. Election of Directors

The Nomination Committee proposes that the following Directors, being eligible and having consented to act, be re-elected until the Annual General Meeting of the Company to be held in 2026:

Director: Period:
Mr. Andreas Sohmen-Pao (Chair) 1 year
Mr. Maarten R Scholten (Board member) 1 year
Ms. Rebekka Glasser Herlofsen (Board member) 1 year
Mr. René Kofod-Olsen (Board member) 1 year
Mr. Cornelis van Seventer (Board member) 1 year

The Directors have confirmed their candidacy for re-election.

As the majority of the Board is made up of independent directors, the Nomination Committee is of the opinion that there are adequate safeguards in place to prevent an uneven concentration of power, authority and decision making in a single individual. In addition, the Nomination Committee notes that the Company has established four Board committees, which are chaired by or comprise of independent members, to help ensure more independent preparation of matters for discussion by the Board.

2. Board Remuneration

The Nomination Committee proposes the following Board remuneration for the period from the date of the Annual General Meeting in 2025 until the Annual General Meeting in 2026:

Board
Chair of the Board USD 80,000
Other Board members USD 65,000
Audit Committee
Supplement for Chair of the Audit Committee USD 10,000 plus an additional travel fee
of USD 2,500
per meeting, if applicable.
Supplement for other members of the Audit USD 5,000 plus an additional travel fee
Committee of USD 2,500
per meeting, if applicable.
Compensation Committee
Supplement for Chair of the Compensation USD 10,000
Committee
Supplement for other members of the USD 5,000
Compensation Committee
Technical and Commercial Committee
Supplement for Chair of the Technical and USD 10,000 plus an additional travel fee
Commercial Committee of USD 2,500
per meeting, if applicable.
Supplement for other members of the Technical and USD 5,000 plus an additional travel fee
Commercial Committee of USD 2,500
per meeting, if applicable.

NOMINATION COMMITTEE COMPOSITION AND REMUNERATION – NOMINATION COMMITTEE'S RECOMMENDATION

Ms. Sophie Smith stepped down as a member and, accordingly, as the Chair of the Nomination Committee in January 2025. The Nomination Committee currently comprises Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. After considering potential candidates, the Nomination Committee recommends appointing Ms. Alicia Yik, who has accepted the nomination, as a member of the Nomination Committee and Ms. Elaine Yew, who has accepted the nomination, as the Chair of the Nomination Committee. The Nomination Committee provides the following information on Ms. Alicia Yik:

Ms. Alicia Yik Jie Ting (born 1988) is the Chief Operations Officer for Altara Management Pte Ltd, a company affiliated with BW Offshore Chairman Mr. Andreas Sohmen-Pao. Previously, Ms. Yik was an Executive Director at J.P. Morgan Private Bank in Asia. Prior to that, she worked at Bank of America Merrill Lynch focusing on Strategy and Business Development. Ms. Yik has more than 13 years of professional experience in the financial industry, and holds a Bachelor of Business Management degree in Finance and a Bachelor of Science degree in Economics from the Singapore Management University.

In connection with the Annual General Meeting of the Company to be held on 28 May 2025, the Nomination Committee submits the following unanimous proposals:

1. Election of member of Nomination Committee

The Nomination Committee proposes that Ms. Alicia Yik, who has accepted the nomination, be elected as a member of the Nomination Committee.

2. Election of the Chair of Nomination Committee

The Nomination Committee proposes that Ms. Elaine Yew, who has accepted the nomination, be elected as the Chair of the Nomination Committee.

3. Remuneration to Members of the Nomination Committee

The Nomination Committee proposes that the remuneration to the members of the Nomination Committee for the period from the date of the Annual General Meeting in 2025 until the Annual General Meeting in 2026 remains at USD 2,500 for each member, including the Chair.

The Nomination Committee

Singapore, 6 May 2025

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