Energy SpA — AGM Information 2020

Apr 23, 2020

BW Energy Limited

(the "Company")

FORM OF PROXY FOR THE 2020 ANNUAL GENERAL MEETING

I/We (insert name) ………………………………………………………………………………… (block letters)

the holder(s) of (insert number of shares) ……………………………………… common shares in the Company hereby appoint:

………………………………………, failing whom the duly appointed chairman of the meeting, as my/our proxy to vote on my/our behalf at the Annual General Meeting to be held at 1:00 p.m. (Bermuda time) on 19 May 2020 and at any postponement or adjournment thereof as indicated below in respect of the resolutions set out herein or, in the absence of any such indication or in respect of any other matter that may properly come before the Annual General Meeting, as my/our proxy shall vote or abstain as he/she thinks fit.

I/We desire my/our votes to be cast on the resolutions to be proposed at the Annual General Meeting of the members (as set out in the Notice of Annual General Meeting dated 23 April 2020 (the "Notice")) as indicated below:

	RESOLUTION	FOR	AGAINST	ABSTAIN
1.	To determine that the maximum number of Directors of the Company for the forthcoming year shall be eight.
2.	To approve the appointment of the following members of the Nomination Committee:
	Members
	Mr. Andreas Sohmen-Pao (Chairman) Mr. Bjarte Bøe Ms. Elaine Yew Wen Suen
3.	To approve the guidelines for the Nomination Committee as set out in Appendix I of the Notice.
4.	To approve the annual fees payable to the Directors and Committee members as reflected in paragraph 7 of the Notice.
5.	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 and to authorise the Directors to determine their remuneration.
6.	To consider, and if thought fit, to approve the amendments to the bye laws of the Company (the "Bye-laws") in the manner set forth in Appendix II of the Notice, and to adopt the thus amended Bye-laws of the Company (the "Amended Bye-laws") to be the bye-laws of the Company.

Signature: ............................................................................... Date: ………………………..

Notes:

• 1. To be valid this Form of Proxy must be received by DNB ASA, Registrars Department, Oslo, not later than 12:00 noon (Bermuda time) on 15 May 2020. The address of DNB ASA is: DNB ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, this Form of Proxy can be sent to DNB ASA by e-mail to vote@dnb.no not later than the aforementioned date and time.
• 1. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialled.
• 1. If properly executed, the shares issued in the capital of the Company represented by this Form of Proxy (the "Shares") will be voted in the manner directed by the member on this 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 resolutions 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.
• 1. This Form of Proxy must be signed and dated by the member or the member's attorney authorised in writing. If signed pursuant to a power of attorney or other authority, such power of attorney or authority under which it is signed, or a notarially certified copy, must be deposited with this Form of Proxy in accordance with Note 1 hereof.
• 1. Proxies are entitled to vote on a poll or on a show of hands.
• 1. Members shall place an "X" in the box indicating the way in which their vote is to be cast.
• 1. If the member is a corporation, this Form of Proxy should be signed either by a duly authorised officer or attorney (in accordance with Note 4 hereof) or be completed under its common seal.
• 1. If a member wishes to vote for or against the appointment or re-appointment of one or more of the directors, he/she should place an "X" indicating those directors he/she is voting for or against, as the case may be, in the appropriate space.
• 1. Any alterations to this Form of Proxy should be initialled by the member.
• 1. The completion and return of this Form of Proxy will not preclude a member from attending the Annual General Meeting and voting in person.