Energy SpA — Share Issue/Capital Change 2023

Jul 10, 2023

BW Energy: Long-Term Incentive Program - new awards

BW Energy: Long-Term Incentive Program - new awards

Long-Term Incentive Program - new awards

The Board of Directors of BW Energy Limited ("BWE" or the "Company") approved

the award of share options under a Long-Term Incentive Program (LTIP) adopted on

19th May 2021 to align the interests of the participating employees with those

of the Company's shareholders. This year is the third annual award under the

LTIP. The LTIP is discretionary, and participants are invited on an annual

basis.

The total number of shares awarded under the LTIP for 2023 is 1,414,400,

allocated to options that will give the holder the right to acquire one BW

Energy share. A total of 19 BW Energy employees have been invited to participate

in the program.

The strike price of the options is calculated based on the volume-weighted

average share price five trading days prior to grant date, plus a premium of

15.76% (corresponding to a 5% increase annually over 3 years). The strike price

for the options awarded on 7 July 2023 is NOK 31,26.

The options will have a vesting period of three years, followed by a three-year

exercise period. Exercise windows will be set by the Company. The options will

expire 6 years after the award date.

The options are non-tradable and conditional upon the option holder being

employed by the Company and not having resigned or being terminated for cause

prior to the vesting date.

Following the new awards, the Company will have a total of 4,850,400 outstanding

options and 257,993 restricted share units.

The following primary insiders of the Company have been awarded options under

the LTIP for 2023:

1. Chief Executive Officer, Carl K. Arnet has been awarded 450,000 options

Following the award Carl K. Arnet has a total number of 1,350,000 options,

total restricted share units of 129,500 and total shares held are 3,821,085.

1. Chief Financial Officer, Knut R. Saethre has been awarded 148,500 options

Following the award Knut R. Saethre has total number of 446,500 options,

total restricted share Units of 42,831 and total shares held are 100,533.

1. Chief Commercial Officer, Thomas Kolanski has been awarded 148,500 options

Following the award Thomas Kolanski has total number of 446,500 options,

total restricted share Units of 42,831 and total shares held are 803.

4. Chief Strategy Officer, Thomas M. Young has been awarded 148,500 options

Following the award Thomas M. Young has total number of 446,500 options,

total restricted share Units of 42,831 and total shares held are 37,885.

For further information, please contact:

Knut R. 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 production facilities to reduce time to first oil

and cashflow with lower investments than traditional offshore developments. The

main assets are 73.5% of the producing Dussafu Marine Permit offshore Gabon, 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 428 million barrels oil equivalent at the start of 2023.?

This information is subject to the disclosure requirements pursuant to section

5-12 and section 4-2 of the Norwegian Securities Trading Act.