Energy SpA — AGM Information 2023

Apr 28, 2023

Dear Member,

The Annual General Meeting (the "2023 AGM") of BW Energy Limited (the "Company") will be held at 18 Rebecca Road, Southampton, SN04, Bermuda, on 22 May 2023 at 2:00 p.m. (Bermuda time). The matters to be considered at the 2023 AGM are identified in the attached Notice of the 2023 AGM (the "Notice").

In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended 31 December 2022, which were authorised for issue by the Board of Directors of the Company on 28 February 2023, will be presented at the 2023 AGM. There is no requirement under Bermuda law that such statements be approved by the members of the Company (the "Members") in an annual general meeting only that they be laid before the Members at a general meeting. The Company's audited consolidated financial statements and the auditor's report are included in the Company's Annual Report which is available on the Company's website at https://www.bwenergy.no/investors/reports-and-presentations.

The Corporate Governance Policy provides that the Board shall consist of between five to eight Directors. It is recommended that the number of Directors of the Company shall be up to eight. The Bye-laws of the Company (the "Bye-laws") currently provide that the Members of the Company may, in a general meeting, grant authority to the Board to fill in any vacancy in the number of Directors left unfilled. However, the Board has determined that it would be in the Company's interest not to seek such authorisation from its Members at the 2023 AGM.

At the annual general meeting of the Company on 26 May 2022 and according to the Bye-laws of the Company, all the Directors were re-appointed/were to serve until the conclusion of the 2023 AGM. As the term of the Directors expires at the end of the 2023 AGM, and in accordance with the Nomination Committee's recommendations dated 28 April 2023, it is recommended that that all the Directors be reappointed to serve for a one-year term of office and it is further recommended that Ms. Ana Zambelli be appointed as Director of the Company for a one year term, in each case until the conclusion of the 2024 AGM. Details on the Nomination Committee's recommendations dated 28 April 2023 relating to re-appointment and appointment of Directors are available on the Company's website at https://www.bwenergy.no/media/press-releases.

The Bye-laws of the Company provide that the Directors' fees shall be determined by the Members in general meeting. It is proposed that the Directors be paid the fees in respect of the services rendered by them (including work rendered by them in any sub-committees of the Board) for the period from the 2023 AGM to the 2024 annual general meeting as detailed in the Notice and recommendation of the Nomination Committee dated 28 April 2023. The Nomination Committee further proposed that the Nomination Committee members be paid for their services and that each member be paid a remuneration of USD 2,500 for services rendered for the period from the 2023 AGM to the 2024 annual general meeting.

The Audit Committee of the Board of Directors is charged with the responsibility to recommend the appointment of the Company's external auditors. In this connection, the Audit Committee has recommended that KPMG AS be re-appointed as the Independent Auditors of the Company. Consistent with the Bye-laws of the Company, it is proposed that the Board of Directors be authorised to determine the remuneration of KPMG AS.

Enclosed with the Notice, is a Form of Proxy for Members to be represented at the 2023 AGM by proxy and recommendations from the Nomination Committee dated 28 April 2023.

Members registered in the branch register of the Company maintained by Verdipapirsentralen ASA (the VPS) at the close of business on 15 May 2023 will be entitled to attend and vote at the 2023 AGM in respect of the number of shares registered in their names at such time.

A Member entitled to vote at the 2023 AGM is entitled to appoint a proxy to attend and to vote in his/her/its place. A Member appointing a proxy must complete the Form of Proxy and submit the same to DNB Bank ASA. Please refer to the attached Notice for detailed particulars in this regard.

The Board of Directors recommends that you vote in favour of the matters to be considered at the 2023 AGM.

Singapore, 28 April 2023

On behalf of the Board of Directors

Mr. Andreas Sohmen-Pao (Chair)

Enclosures:

• 1. Notice of the 2023 AGM
• 1. Form of Proxy
• 1. Recommendation from the Nomination Committee