Bw Offshore Ltd. — Proxy Solicitation & Information Statement 2026

Apr 22, 2026

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BW Offshore Limited

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of the Members 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) for the following purposes:

AGENDA

1. To confirm the Notice of the Annual General Meeting.
2. To receive the audited consolidated financial statements of the Company for the financial year ended 31 December 2025 and the auditors' report thereon.
3. To determine that the number of Directors of the Company shall be up to eight.
4. To re-elect the following Directors as set out below:

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

1. To approve the annual fees payable to the Directors 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 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.
2. To approve the revised Guidelines on Executive Remuneration, a copy of which is available on the Company's website (see Note below).
3. To consider, and if thought fit, to approve the re-appointment of KPMG AS as Auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Directors to determine their remuneration.

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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BY ORDER OF THE BOARD

Inchona Services Limited
Company Secretary

Dated: 22 April 2026

Registered Office:

c/-Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda

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Notes:

1. A copy of the Annual Report and the Auditors’ Report for the financial year ended 31 December 2025 can be accessed at the Company’s website at https://www.bwoffshore.com/ir/reports--presentations/. Members who wish to receive a printed copy of the Annual Report may submit a written request via e-mail to contact@bwoffshore.com with the member’s full name and mailing address clearly indicated.

2. A description of the competencies and executive functions of the Directors’ to be re-elected can be accessed at the Company’s website at https://www.bwoffshore.com/about-us/leadership/#ContentArea5. A copy of the Nomination Committee’s recommendations, which sets out information relating to the re-election of Directors, remuneration to the Directors and members of the Nomination Committee, is available at the Company’s website at https://www.bwoffshore.com/ir/pr/.

3. A copy of the proposed revised Guidelines on Executive Remuneration can be accessed at the Company’s website at https://www.bwoffshore.com/ir/corporate-governance/.

4. Only those members entered on the register of members of the Company at close of business (Oslo time) on 11 May 2026 shall be entitled to attend and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business (Oslo time) on 11 May 2026 shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting or postponement or any adjournment thereof.

5. Every member entitled to attend and vote at the Annual General Meeting or any postponement or adjournment thereof is entitled to appoint a proxy to attend and vote in such member’s stead on a show of hands or on a poll. A Form of Proxy is enclosed for this purpose. A proxy need not be a member of the Company. A member who is entitled to cast two or more votes at the Annual General Meeting or any postponement or adjournment thereof may appoint more than one proxy.

6. To be valid, the Form of Proxy must be received by DNB ASA, Registrars Department, Oslo, Norway not later than 10:00 a.m. (Oslo time) on 12 May 2026 in accordance with the Notes of the Form of Proxy enclosed herewith. The mailing address of DNB ASA is: DNB ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, the Form of Proxy can be sent to DNB ASA by e-mail to vote@dnb.no not later than the aforementioned date and time.

7. If properly executed, the shares issued in the capital of the Company represented by the proxy (the “Shares”) will be voted in the manner directed by the member on the Form of Proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to motions duly made at the Annual General Meeting or any postponement or adjournment thereof. If no direction is given, the Shares will be voted in favour of the motions as recommended by the Board of Directors (including amendments thereto approved by the Board of Directors) when duly presented at the Annual General Meeting or any postponement or adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters as may otherwise properly come before the Annual General Meeting or any postponement or adjournment thereof.