Energy SpA — AGM Information 2022

May 26, 2022

MINUTES of the 2022 ANNUAL GENERAL MEETING of the Members of BW Energy Limited (the "Company") held at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda on 26 May 2022 at 9:00 a.m. Bermuda time.

PRESENT: Mr. Michael Gerard Smyth (as Chairman of the meeting and as proxy holder representing 182,674,639 shares)

Ms. Susan Elizabeth Reedy (as Secretary of the meeting and as proxy holder representing 100,000 shares)

Mr. Shawn Gregory Angiers (as proxy holder representing 47,754 shares)

Mr. Carl Krogh Arnet (as proxy holder representing 3,721,000 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.

2. CONFIRMATION OF NOTICE AND QUORUM

The Chairman of the meeting confirmed that the notice of the meeting dated 3 May 2022 (the "Notice") had been given to all Members of the Company and that a quorum as required under the Byelaws 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 2021 together with the Auditor's report thereon, were received at the meeting.

4. DIRECTORS

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

FOR	AGAINST	ABSTAIN
186,540,445	2,948	Nil

5. ADOPTION OF AMENDED BYE-LAWS OF THE COMPANY

RESOLVED THAT the amendments to the Bye-laws of the Company in the manner as set out in Appendix A of the Notice relating to the reduced term of office of directors and the ability for persons other than the Chairman to be elected as chairman of a general meeting be hereby approved.

FOR	AGAINST	ABSTAIN
186,543,393	Nil	Nil

6. RE-APPOINTMENT OF DIRECTORS

RESOLVED THAT:

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

FOR	AGAINST	ABSTAIN
177,143,746	9,399,647	Nil

b) Mr. Marco Beenen be and is hereby re-elected as a Director for a period of 1 year.

FOR	AGAINST	ABSTAIN
179,941,452	6,601,941	Nil

c) Mr. William Russell Scheirman II be and is hereby re-elected as a Director for a period of 1 year.

FOR	AGAINST	ABSTAIN
183,227,470	3,315,923	Nil

7. APPOINTMENT OF NOMINATION COMMITTEE MEMBER

RESOLVED THAT Ms. Sophie Smith be and is hereby appointed as a member of the Nomination Committee replacing Mr. Andreas Sohmen-Pao.

FOR	AGAINST	ABSTAIN
186,460,621	82,772	Nil

8. DIRECTORS' FEES

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 per meeting to each member of the Audit Committee and Technical and Commercial Committee, if applicable.

FOR	AGAINST	ABSTAIN
186,543,393	Nil	Nil

9. 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
178,580,383	7,963,010	Nil

10. CLOSE

There being no further business, the proceedings then concluded.

_________________________________

Mr. Michael Gerard Smyth Chairman