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. 20 March 2020 *** Reference is made to the stock exchange announcement published on 19 February 2020 regarding potential stabilization activities in respect of the shares in BW Energy Limited (the "Company") in the period from 19 February 2020 to and including 19 March 2020 (the "Stabilization Period") in connection with the Company's initial public offering (the "IPO") as further set out in the Company's prospectus dated 29 January 2020, supplemental prospectus dated 13 February 2020 and IPO completion stock exchange announcement published on 17 February 2020. Pareto Securities AS (the "Stabilization Manager") hereby gives notice that stabilization activities have been undertaken in relation to the shares in the Company and that a total of 7,035,630 shares were purchased at an average price of NOK 18.6059 per share during the Stabilization Period. For each of the dates during which stabilization activities were carried out, the price range for the stabilization activities was as follows: Date Price (min) Price (max) 19 Feb 2020 24.00 24.40 20 Feb 2020 23.97 24.385 21 Feb 2020 24.15 24.40 24 Feb 2020 21.80 24.17 25 Feb 2020 20.355 22.28 26 Feb 2020 19.476 20.20 27 Feb 2020 16.80 19.468 28 Feb 2020 17.00 17.48 2 Mar 2020 17.274 17.92 3 Mar 2020 17.00 19.558 4 Mar 2020 19.00 19.79 5 Mar 2020 18.95 20.10 6 Mar 2020 17.40 18.976 9 Mar 2020 11.00 13.00 10 Mar 2020 10.80 12.70 11 Mar 2020 10.50 11.00 12 Mar 2020 9.50 10.488 13 Mar 2020 10.50 11.00 16 Mar 2020 8.90 10.35 17 Mar 2020 9.00 9.79 18 Mar 2020 8.26 9.50 19 Mar 2020 8.006 9.00 The Stabilization Manager will redeliver the shares purchased through stabilization activities to BW Offshore Limited (the “Redelivery”) in accordance with the terms in the lending agreement between the parties. The redelivery obligation under the lending agreement will be satisfied in full by the Redelivery and the Stabilization Manager will thus not exercise its greenshoe option to acquire shares from the Company. After the Redelivery, BW Offshore Limited holds 90,840,553 shares in the Company, representing approximately 38.77% of the outstanding shares in the Company. The Company will receive the profit generated from the abovementioned stabilization activities. For further queries, please contact: Pareto Securities AS Martin Øberg Sjøstedt Tel: +47 22 87 87 14 *** Important notice 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. 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 IPO. 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. 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. 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.
