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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