Energy SpA — Share Issue/Capital Change 2021

Oct 28, 2021

BW Energy: Potential block sale of existing shares in BW Energy Limited by BW Offshore Limited

BW Energy: Potential block sale of existing shares in BW Energy Limited by BW Offshore Limited

Potential block sale of existing shares in BW Energy Limited by BW Offshore

Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN

WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

BW Offshore Limited ("BWO" or the "Seller") has retained Citigroup Global

Markets Limited and Pareto Securities AS (collectively referred to as the

"Managers") to explore a potential block sale of existing shares in BW Energy

Limited ("BWE" or the "Company") through a private placement (the "Offering").

BWO is contemplating selling 20,000,000 shares in BWE, representing

approximately 7.8% of the shares outstanding in BWE, through an accelerated

bookbuilding process. BWO reserves the right, at its own discretion, not to sell

any shares in the Offering.

The Offering will commence immediately following the publication of this

announcement (28 October 2021 at 16:30 CEST) and will close no later than 29

October 2021 at 08:00 CEST. Please note that the Offering may close earlier or

later at the discretion of BWO. The Offering is expected to be priced and

allocated before 09:00 CEST on 29 October 2021 (T). The settlement in the

Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).

BWO currently holds 90,840,553 shares in BWE, representing approximately 35.2%

of the shares outstanding in BWE. BWO will enter into a 6-month customary lock-

up with the Managers following the completion of the Offering for any of the

shares BWO currently holds in BWE which are not sold as part of the Offering.

In February 2020, BWE was spun off from BWO and listed on the Oslo Stock

Exchange. BWO is very pleased with the development of BWE into a robust and

independent E&P company. However, BWO has decided to divest part of its

shareholding in BWE to accelerate growth in core business areas. The net

proceeds to BWO from the Offering will be used for further growth opportunities

within energy infrastructure, including FPSO and renewable energy investments,

as well as other general corporate purposes. BWO will following completion of

the Offering remain a committed and supportive partner to enable BWE to deliver

on its growth strategy.

BW Group Limited ("BWG"), which currently directly owns approximately 35.1% of

BWE and approximately 49.9% of BWO, has pre-committed to subscribe for up to USD

20 million in the Offering. However, in the case of strong demand, BWG may be

scaled back to improve the overall free float in BWE's shares.

The minimum order and allocation in the Offering have been set to the NOK

equivalent of EUR 100,000. The Managers may, however, offer and allocate an

amount below the NOK equivalent of EUR 100,000 in the Offering to the extent

exemptions from prospectus requirements, in accordance with Regulation (EU)

2017/1129, are available.

Andreas Sohmen-Pao is the chairman of the board of directors of BWG, BWO and

BWE. Marco Beenen is the CEO of BWO and a member of the board of directors of

BWE. Carl Arnet is the CEO of BWE and a member of the board of directors of BWO.

For more information about the Offering please contact one of the Managers:

Citigroup Global Markets Limited

+44 20 7986 4000

Pareto Securities AS

+47 22 87 87 50

This information is considered to include inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock

exchange announcement was published by Una S. Holmen, Senior Manager

Sustainability & Communications at BWO, at the date and time as set out above.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of BWE. The distribution of

this announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

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

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

BWE does not intend to register any part of the offering or its securities in

the United States or to conduct a public offering of securities in the United

States. Any sale in the United States of the securities mentioned in this

announcement will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the Securities Act.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) 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) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

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.

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 "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" 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 BWO 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.

By their nature, forward-looking statements are subject to numerous factors,

risks and uncertainties that could cause actual outcomes and results to be

materially different from those projected. Readers are cautioned not to place

undue reliance on these forward-looking statements. Except for any ongoing

obligation to disclose material information as required by the applicable law,

BWO does not have any intention or obligation to publicly update or revise any

forward-looking statements after it distributes this announcement, whether to

reflect any future events or circumstances or otherwise.

Neither of 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 in BWE. Neither the Managers nor

any of their respective affiliates accepts any liability arising from the use of

this announcement.