Energy SpA — Share Issue/Capital Change 2020

Feb 18, 2020

BW ENERGY LIMITED: ALLOCATION OF SHARES TO PRIMARY INSIDERS

BW ENERGY LIMITED: ALLOCATION OF SHARES TO PRIMARY INSIDERS

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

BW ENERGY LIMITED: ALLOCATION OF SHARES TO PRIMARY INSIDERS

18 February 2020

Reference is made to the announcements on 17 February 2020, whereby BW Energy

Limited ("BW Energy", OSE ticker code "BWE") and BW Offshore Limited ("BW

Offshore", OSE ticker "BWO") announced the successful completion of the initial

public offering of BW Energy's shares (the "IPO" or the "Offering") and the

listing of BW Energy shares on the Oslo Stock Exchange (the "Listing").

The following primary insiders of BW Energy and BW Offshore have been allocated

shares in the Company ("Shares") in the Offering in accordance with the terms

set out in the prospectus dated 29 January 2020 and the supplementary prospectus

dated 13 February 2020:

* Carl K. Arnet, BWE CEO, has been allocated 204,918 Shares in the Offering

and 471,369 Shares as dividends from BW Offshore, increasing his holding of

Shares at the time of Listing to a total of 2,406,288 Shares. In addition,

close associates of Carl K. Arnet will receive 16,324 Shares as dividend

from BW Offshore.

* Knut R. Sæthre, BWE CFO, has been allocated 81,967 Shares in the Offering

and 25,507 Shares as dividends from BW Offshore, and his holding at the time

of listing will be 107,474 Shares.

* Lin G. Espey, BWE COO, has been allocated 20,491 Shares, which will be his

holding following the completion of the Offering.

* Anders S. Platou, BWO Head of Corporate Finance, has been allocated 20,491

Shares, which will be his holding following the completion of the Offering.

* Marco Beenen, BWO CEO and BWE board member, has been allocated 20,491 Shares

and 8,459 Shares as dividends from BW Offshore, and his holding at the time

of listing will be 28,950 Shares.

* Maarten R. Scholten, BWO board member, has been allocated 37,909 Shares and

32,804 Shares as dividends from BW Offshore, and his holding at the time of

listing will be 70,713 Shares.

* Ståle Andreassen, BWO CFO, has been allocated 20,491 Shares and 46,784

Shares as dividends from BW Offshore, and his holding at the time of listing

will be 67,275 Shares.

* Kei Ikeda, BWO COO, has been allocated 20,491 Shares and 2,428 Shares as

dividends from BW Offshore, and his holding at the time of listing will be

22,919 Shares.

* Magda Vakil, BWO General Counsel, has been allocated 8,196 Shares and 2,531

Shares as dividends from BW Offshore, and her holding at the time of listing

will be 10,727 Shares. In addition, close associates of Magda Vakil will

receive 495 Shares as dividend from BW Offshore.

* Hans Kristian Langsrud, BWO Head of Asset Engineering & Maintenance, has

been allocated 8,196 Shares, which will be his holding following the

completion of the Offering.

* Rune Bjorbekk, BWO CCO, has been allocated 8,196 Shares and 31,250 Shares as

dividends from BW Offshore, and his holding at the time of listing will be

39,446 Shares.

* BW Group Limited, a major shareholder in BW Energy and BW Offshore, and

represented on the board of directors of both companies, has been allocated

6,378,971 Shares in the Offering and 18,841,067 Shares as dividends from BW

Offshore, thereby increasing its holding of Shares at the time of Listing to

a total of 82,310,071 Shares (35.13%).

* BW Offshore, a major shareholder represented on the board of BW Energy,

holds approximately 90,839,066 Shares (38.77%) following the Offering and

distribution of dividends.

DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as joint

global coordinators and joint bookrunners in the Offering (the "Joint Global

Coordinators"). Arctic Securities AS, Danske Bank (Norwegian Branch), Nordea

Bank Abp (filial i Norge) and Swedbank AB (publ) (in cooperation with Kepler

Cheuvreux) are acting as co-managers (the "Co-Managers", and together with the

Joint Global Coordinators, the "Managers").

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the

Company, whilst Conyers Dill & Pearman Limited is acting as special Bermuda

legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian

legal counsel to the Managers.

* * *

For further information, please contact:

Knut Sæthre, CFO BW Energy

+47 91 11 78 76

ir@bwenergy.no

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 FPSOs to reduce time to first oil and cash-flow

with lower investments than traditional offshore developments. The main assets

are 73.5% of the producing Dussafu Marine Permit offshore Gabon and a 95%

interest in the Maromba field in Brazil, both operated by the Company. Total net

2P+2C reserves are 247 million barrels at the start of 2020 and gross average

production from Dussafu was 11,779 bbl/day in 2019.

Not for distribution in or into the United States, Australia, Canada, the Hong

Kong Special Administrative Region of the People's Republic of China or Japan.

Important notice

These materials do not constitute or form a part of any offer of securities for

sale or a solicitation of an offer to purchase securities of the Company in the

United States or any other jurisdiction. The securities of the Company may not

be offered or sold in the United States absent registration or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "U.S.

Securities Act"). The securities of the Company have not been, and will not be,

registered under the U.S. Securities Act. Any sale in the United States of the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No

public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 (together with any applicable

implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

The Target Market Assessment is without prejudice to the requirements of any

contractual, legal or regulatory selling restrictions in relation to the

Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II ; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the Company's

shares.

Each distributor is responsible for undertaking its own Target Market Assessment

in respect of the Company's shares and determining appropriate distribution

channels.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date, and are

subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new information,

future developments or otherwise.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.