Energy SpA

Restructuring of ownership in BW Energy Limited and exemption from the mandatory offer obligation

Restructuring of ownership in BW Energy Limited and exemption from the mandatory

offer obligation

As previously disclosed, BW Group Limited ("BW Group") currently owns

191,903,110 shares in BW Energy Limited ("BW Energy"), corresponding to 74.38%

of the issued and outstanding shares and voting rights in BW Energy.

As part of a corporate restructuring, BW Group is planning to separate BW

Energy, as an oil & gas exploration business, from the maritime businesses held

by BW Group. This will not involve any change to the ultimate control of the

business, as the BW Energy shares currently held by BW Group (which is

controlled by Andreas Sohmen-Pao through a trust) will be sold to BW Energy

Holdings Limited ("BW Energy Holdings"), a company owned and controlled by

Andreas Sohmen-Pao (the "Restructuring").

The Oslo Stock Exchange, in its capacity as takeover supervisory authority, has

in a decision dated 3 May 2024 resolved to grant an exemption from the mandatory

bid obligation pursuant to section 6-2 (3) of the Norwegian Securities Trading

Act with respect to the Restructuring.

Chairman of BW Group and BW Energy Holdings Andreas Sohmen-Pao comments:

"Following the completion of the mandatory offer from BW Group and subsequent

share acquisition of BW Energy shares from BW Offshore Limited, this

restructuring is a technical step with no impact on the business or strategy of

BW Energy."

The Restructuring is expected to be completed by 31 July 2024 and the sales

price will be the carrying value of the BW Energy shares in BW Group's books at

the time of the transfer.

Sebastien Brochet, Group CFO

BW Group Limited

About BW Energy:

BW Energy is a growth E&P company with a differentiated strategy targeting

proven offshore oil and gas reservoirs through low risk phased developments. The

Company has access to existing production facilities to reduce time to first oil

and cashflow with lower investments than traditional offshore developments. The

Company's assets are 73.5% of the producing Dussafu Marine licence offshore

Gabon, 100% interest in the Golfinho and Camarupim fields, a 76.5% interest in

the BM-ES-23 block in, a 95% interest in the Maromba field in Brazil and a 95%

interest in the Kudu field in Namibia, all operated by BW Energy. Total net

2P+2C reserves and resources were 580 million barrels of oil equivalents at the

start of 2024.

This information is subject to the disclosure requirements pursuant to section5-

12 of the Norwegian Securities Trading Act.

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