Energy SpA — M&A Activity 2023

Dec 15, 2023

Stnctly Private & Confidential

13 December 2023

To the Independent Committee of the Board of Directors of

Washington Mali Phase 2 4th Floor, Suite 400 22 Church Street Hamilton HM 1189 Bermuda

FAIRNESS OPINION

To the Independent Committee of the Board of Directors of BW Energy Ltd,

Pareto Securities AS ("PSEC") has been engaged by the Independent Committee of the Board of Directors ("Committee"), of BW Energy Ltd ("Company" or "BWE"), to provide an opinion ("Opinion") on the mandatory offer ("Offer") by BW Group ("BidCo" or "Offeror") expected to be announced on 14 December 2023 ("Transaction"). The Offeror's bid of NOK 27.0 per share ("Offer Price") equates to an approximate total equity value for BWE of NOK 6.9bn ("Transaction Valuation")

This Opinion is based on both publidy disclosed data and information supphed by the Company, includmg, but not limited to, the Company's management estimates. While we presume the accuracy of the data, we haven't mdependently verified it and make no warranties regardmg its accuracy Our assessment leverages recogmzed valuation methodologies deemed pertment and is predicated on current market and economic conditions verifiable as of today's date No formal due diligence has been conducted by PSEC.

In our assessment, it is apparent that the Transaction Valuation is below the fair value ("FV") of BWE's assets adjusted for net debt Our analysis is based on risked DCF valuation and sensitivities based on the Company's best estimates of future cash flows for the two core producmg assets (Dussafu and Golfmho hcenses), includmg the marketable assets such the two owned drilling umts currently not in operation The value gap mcreases further when we add risked values of identified development projects to extract more reserves as well as the Maromba and Kudu discoveries

Multiple supplemental factors are exammed to evaluate the Offer's fairness These mclude, inter aha, observed market pncing of similar assets, analysts' NAV calculations, the Offer Price compared to the historical stock price smce listing and the Company's access to, and potential need for liquidity to reahze the project portfolio without dilution to shareholders.

Based on the totality of considerations assessed, PSEC concludes that the Offer is not fair

However, it is a possibility that the free float post the acceptance penod will decrease and that BW Offshore (22 5% shareholder owned 49 9% the by Offeror) will accept, thus bringing BWG to ^a post ownership of more than 62 5%, and potentially much higher dependmg on acceptance from mmority shareholders Mmority shareholders should take such a scenario mto considerations when considermg the Offer. Lower free float may result in mcreased tradmg discount to the FV

For this engagement, PSEC will receive a fixed fee, which is not contmgent upon the Opimon's conclusions As of today, PSEC has no ongomg engagements with either the Committee or the Company. However, given our position in the Nordic fmancial market, future assignments could emerge, though none are perceived to mfluence this current Opinion. A member of the investment banking team of PSEC who has participated in preparmg this Opinion owns 30,000 shares in the Company The Opinion is dated 13 December 2023 and does not account for subsequent events or information

While this Opinion is formulated with due care, it mherently bears elements of uncertamty Although reasonable care and efforts have been exerted, PSEC does not accept any legal or fmancial liability arismg from this Opinion or for any consequences resultmg from actmg to or relymg on statements made m the Opinion

This Opinion is not an endorsement or ^a recommendation for the Committee, the Company, or its shareholders to either accept or decline the Transaction. We advise the Committee to weigh this proposal against its own analysis and preferences.

On behalf of Pareto Securities AS,

Andreas Stubsrud Senior Partner ^| investment Banking