NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,JAPAN , OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFULBW Group Limited ("BW Group ") has on29 November 2023 , purchased 250,000 shares inBW Energy Limited ("BW Energy " or the "Company") at a price ofNOK 23.7717 per share pursuant to an all or nothing order placed with a bank. The highest price paid by the bank to fill the order wasNOK 24.00 . Following this,BW Group holds 103,202,470 shares in the Company, representing 40% of the total shares outstanding and voting rights. As a result of the transaction,BW Group has an obligation either to reduce its shareholding or to make a mandatory offer to purchase the remaining shares inBW Energy under Chapter 6 of the Norwegian Securities Trading Act (the "STA").BW Group intends to make a mandatory offer within the four-weeks period set out in the STA. BACKGROUND AND RATIONALE FOR CROSSING THE 40% THRESHOLD AND MAKING A MANDATORY OFFER: Following completion of the initial public offering and listing on theOslo Stock Exchange of BW Energy inFebruary 2020 (the "IPO"),BW Offshore Limited ("BW Offshore ") andBW Group held 38.77% and 35.13%, respectively, of the shares inBW Energy . Since the IPO,BW Offshore has reduced its shareholding inter alia by in-kind dividend distributions, resulting inBW Group , being a 49.9% shareholder ofBW Offshore , increasing its shareholding inBW Energy to 39.90% per28 November 2023 . As a major shareholder inBW Offshore ,BW Group supportsBW Offshore's dividend policy, including its distribution ofBW Energy shares as in-kind dividend. In order to facilitateBW Offshore's continued in-kind dividend distributions, and for the mandatory offer obligation ofBW Group under the STA to be triggered at a price predictable toBW Group ,BW Group resolved to acquireBW Energy shares in the market to pass the 40% mandatory offer threshold following receipt ofBW Energy shares as in-kind dividend fromBW Offshore on28 November 2023 .BW Group is represented on the board of directors ofBW Energy byAndreas Sohmen-Pao , the chairman inBW Energy , and this notification is provided in accordance with Sections 4-2 and 6-8 of the STA.BW Group has retainedDNB Markets , a part ofDNB Bank ASA , to act as financial adviser and receiving agent in the contemplated mandatory offer for shares inBW Energy . For further information, please contact:Sebastien Brochet , Group CFOBW Group ea.cfo@bw-group.com
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