Energy SpA — AGM Information 2022

May 3, 2022

BW Energy Limited

NOTICE IS HEREBY GIVEN that the 2022 Annual General Meeting of the Members of BW Energy Limited (the "Company") will be 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) for the following purposes:

AGENDA

• 1. To confirm the Notice of the Annual General Meeting.
• 1. To receive the audited consolidated financial statements of the Company for the financial year ended 31 December 2021 and the auditors' report thereon.
• 1. To determine that the number of Directors of the Company shall be up to eight.
• 1. To approve amendments to the Bye-laws of the Company in the manner as set out in Appendix A of this 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.
• 1. To re-elect the following Directors as set out below:

Directors	Period:
Mr. Andreas Sohmen-Pao (Chairman)	1 year
Mr. Marco Beenen	1 year
Mr. William Russell Scheirman II	1 year

To note the following Directors who were last elected (or re-elected) at the annual general meeting of the Company held in 2021 in accordance with the terms of such election (or re-election) and whose appointment is continuing:

Directors	Period (remaining):
Ms. Hilde Drønen	1 year
Mr. Tormod Vold	1 year

1. To appoint Ms. Sophie Smith as a member of the Nomination Committee replacing Mr. Andreas Sohmen-Pao.

• 1. To approve the annual fees payable to the Directors 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.
• 1. 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.

BY ORDER OF THE BOARD Registered Office:

Inchona Services Limited Company Secretary

Dated: 3 May 2022

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

Notes:

• 1. A copy of the Annual Report and the Auditors' Report for the financial year ended 31 December 2021 can be accessed at the Company's website at https://www.bwenergy.no/investors/reports-and-presentations. Members who wish to receive a printed copy of the Annual Report may submit a written request via e-mail to IR@bwenergy.no with the member's full name and mailing address clearly indicated.
• 1. 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.bwenergy.no/about/leadership/board-of-directors. 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.bwenergy.no/media/press-releases.
• 1. The proposed amendments to the Bye-Laws are for alignment with corporate governance improvement practices, and require the affirmative vote of not less than two-thirds of the votes cast at the Annual General Meeting in order to be approved. All other proposals require the affirmative votes of a majority of the votes cast at the Annual General Meeting in order to be approved.
• 1. Only those members entered on the register of members of the Company at 5:00 p.m. (Oslo time) on 20 May 2022 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 5:00 p.m. (Oslo time) on 20 May 2022 shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting or any postponement or adjournment thereof.
• 1. 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.
• 1. 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 23 May 2022 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.
• 1. 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.

APPENDIX A

PROPOSAL 4 – AMENDMENT OF THE COMPANY'S BYE-LAWS

Based on the recommendation of the Board of Directors of the Company for the purposes of alignment with corporate governance improvement practices, it is proposed that the Company's Bye-Laws be amended in the manner set out below, namely:

1. Bye-law 29 (Chairman to Preside) is proposed to be amended to include the additions and deletions as set out below, in order that persons other than the Chairman may be elected as chairman of a general meeting:

"29. Chairman to Preside

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman or the president of the Company, if there be one, shall act as chairman at all meetings of the Members at which such person is present. In their absence, Notwithstanding the above, the Chairman or the president, as applicable, may appoint a person to act as a chairman of the meeting. In the absence of the Chairman or the president, or a person appointed to act as chairman, a chairman shall be appointed or elected by those present at the meeting and entitled to vote."

• 1. Bye-law 38 (Election and Classes of Directors) shall refer to only the "Election of Directors" and Bye-law 38.6 relating to: "The Directors shall be divided into two classes designated Class I and Class II. Each class of Directors shall consist, as nearly as possible, of half of the total number of Directors constituting the entire Board." will be deleted in its entirety.
• 1. Bye-law 39 (Term of Office of Directors) shall be deleted in its entirety and replaced with the following wording:

"39. Term of Office of Directors

At the general meeting at which these Bye-laws are adopted, the Directors shall be elected for a one year term of office."

Pursuant to Bye-law 75 (Changes to Bye-laws), this Proposal 4 require the affirmative vote of not less than two-thirds of the votes cast at the Annual General Meeting in order to be approved by the Members.