Energy SpA — AGM Information 2020

May 19, 2020

MINUTES of the 2020 ANNUAL GENERAL MEETING of the Members of BW Energy Limited (the "Company") held at Washington Mall Phase 2, $4^th$ Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda, on 19 May 2020 at 1:00 p.m. Bermuda time.

PRESENT: Mr. Michael Gerard Smyth (as Chairman of the meeting and as proxy holder representing 95,857,441 shares)

Ms. Susan Elizabeth Reedy (as Secretary of the meeting and as proxy holder representing 2,435,238 shares)

Mr. Shawn Gregory Angiers (as proxy holder representing 91,075,792 shares)

$1$ CHAIRMAN

In the absence of the Chairman of the Board, Mr. Michael Gerard Smyth chaired the meeting and Ms. Susan Elizabeth Reedy acted as Secretary to the meeting.

$\overline{2}$ . CONFIRMATION OF NOTICE AND QUORUM

The Chairman of the meeting confirmed that the notice of the meeting dated 23 April 2020 (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.

$3.$ FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT

NOTED THAT the financial statements of the Company for the financial year ended 31 December 2019 together with the Auditor's report thereon, were received at the meeting.

$4.$ DIRECTORS

RESOLVED THAT The maximum number of Directors of the Company for the forthcoming year shall be eight.

FOR	AGAINST	ABSTAIN
189, 359, 481	000

5. NOMINATION COMMITTEE

RESOLVED THAT:

$(i)$ the appointment of the following members of the Nomination Committee be and are hereby approved:

Members

	Mr. Andreas Sohmen-Pao (Chairman)

THE THURSDOWN DUTILITY TWO CHAIRTING
FOR	AGAINST	ABSTAIN
189,035,756	332,715	Nil

Mr. Bjarte Bøe
FOR	AGAINST	ABSTAIN
189,368,468

Ms. Elaine Yew Wen Suen
FOR	AGAINST	ABSTAIN
189,243,415		Nil

the guidelines for the Nomination Committee as set out in Appendix I of the Notice be and is hereby $(ii)$ approved.

FOR	AGAINST	ABSTAIN
189,285,001	83.470	Nil

DIRECTORS' FEES 6.

RESOLVED THAT approval be and is hereby given for the Directors to be paid annual fees at the rate of USD 60,000 for the Directors (other than the Chairman), USD 80,000 for the Chairman, plus an additional USD 10,000 and USD 5,000 per annum for the Audit Committee Chairman and its members respectively. USD 10,000 and USD 5,000 per annum for the Remuneration Committee Chairman and its members respectively, USD 2,500 per annum for the Nomination Committee Chairman and its members, and USD 10,000 and USD 5,000 per annum for the Technical and Commercial Committee Chairman and its members respectively, plus an additional travel fee of USD 2,500 to each member of the Audit Committee and Technical and Commercial Committee, if applicable.

FOR	AGAINST	ABSTAIN
189,330,528	8.990	28.953

7. 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
189,368,471	Nil	Nil

AMENDMENTS TO THE BYE-LAWS OF THE COMPANY 8.

RESOLVED THAT the amendments to the bye-laws of the Company (the "Bye-laws") in the manner set forth in Appendix II of the Notice be and are hereby approved, and the thus amended Bye-laws of the Company (the "Amended Bye-Laws") be and is hereby adopted to be the bye-laws of the Company.

FOR	AGAINST	ABSTAIN
189,368,471	Nil	Nil

9. CLOSE

There being no further business, the proceedings then concluded.

Mr. Michael Gerard Smyth Chairman