ANNUAL
REPORT
2021
Content
03
2021 in Brief
04 Strategy
05 The Business Model
08 Strength and Capabilities
14 History
17 Global Footprint
18 CEO's Report 2021
20 Gabon, Brazil and Namibia
26 Directors' Report
30 Board of Directors
31 Management
32 Corporate Governance Report
40 Ethics and Compliance Report
42 Shareholder Information
46 Sustainability Summary
48 ESG KPIs
49 A Non-Discriminating and Fair Employer
Financial Statements
52 Consolidated Financial Statements
82 Parent Company Financial Statements
Statements
93 Responsibility Statement
94 Alternative Performance Measures
96 Independent Auditor's Report
102 Addresses
2021 in brief
BW Energy is an exploration and production (E&P) company involved in the acquisition, development and
production of oil and natural gas fields, and currently holds majority interests in three hydrocarbon licenses in
Gabon, Brazil and Namibia. The Company concentrates on proven hydrocarbon fields with significant upside
potential to leverage in-house technical, operational and basin expertise with repurposed infrastructure. BW
Energy’s team of highly skilled E&P professionals in all disciplines have demonstrated success in major basins
around the world.
BW Energy is a Bermuda registered company listed on the Oslo Stock Exchange since 19 February 2020. It has
technical, financial and operational oces in United States, Gabon, Brazil, Namibia, Norway and Singapore, and
project oces in Dubai. BW Energy is committed to conducting its business safely and in an environmentally,
socially and ethically responsible manner.
Key events
• One Lost Time Incident in 2021
• Full-year EBITDA of USD 147 million
• Completed USD 75 million Private Placement in January 2021
• 2021 gross production of 4.13 mmbbls at the Tortue field in Gabon with 14.76 mmbbls produced since
first oil in 2018
• Completion of Tortue Phase 2 and production start from the DTM-6H and DTM-7H wells in the
fourth quarter of 2021
• Commenced conversion of Hibiscus Alpha in Dubai for the Hibiscus / Ruche development project, on target
for fourth quarter 2022 installation
• Hibiscus / Ruche drilling rig contract signed late 2021 for planned start of drilling the third quarter of 2022
• Completed Maromba Environmental Baseline Survey in March 2021
• Maromba Environmental Impact Assessment submitted to IBAMA in Brazil in August 2021
• Completed Polvo Pre-FEED Study in May 2021
• Received Namibian government approval for working interest increase of BW Kudu from 56% to 95%
• Signed agreement to acquire the semi-submersible drilling rig West Leo for possible conversion and use in
developing Kudu field
Key figures 2021
Certified net Reserves and Resources mmbbls 240
Field Production mmbbls 4.13
Field Uptime (including scheduled downtime) 88%
Lost time injuries (LTIs including contractors) 1
Operating Revenue USD million 271.5
EBITDA USD million 147.2
EBIT (non-GAAP) USD million 98.4
Net profit/(loss) USD million 52.0
Total Assets USD million 957.5
Equity USD million 569.2
Equity Ratio 59.4%
Market capitalisation NOK million 5,185
BW Energy Limited | Annual Report 2021 3
Strategy
BW Energy has quickly developed into a full-cycle independent energy
company. BW Energy’s vision is “Delivering energy for the world today
and finding solutions for tomorrow”. The Company delivers on that
vision by unlocking proven world-wide oshore oil and gas resources
utilizing existing energy infrastructure leading to lower development
costs, faster project delivery and reduced carbon emissions.
The Company believes the world will continue to require a stable, safe, and ecient supply of hydrocarbon prod-
ucts in coming decades for power generation, transportation, and the production of essential products required
to sustain modern societies and a growing global population.
Employing an infrastructure-led development strategy allows BW Energy to develop unique solutions to unlock
existing brownfield production and undeveloped discoveries. The development strategy enables organic growth
combined with short lead time from investment decision to cash generation, reduced capital exposure and
project risk, while yielding world-class returns at the current forward prices for oil and gas.
By developing already proven reserves and the re-use of existing energy production infrastructure, BW Energy
seeks to minimize carbon emissions tied to exploration and development activities.
The Company recognises the ongoing energy transition and the need to decarbonize societies over time to
mitigate negative eects of climate change. As emerging economies seek to increase electrification, BW Energy
considers the strategic deployment of natural gas-based power generation an important enabler for energy
transition. Material reductions to emissions are accelerated with the replacement of coal and heavy fuel oil (HFO)
in electricity production. This may ultimately also pave the way for increased supply of renewable energy over
time.
BW Energy’s ambition is to contribute to the global energy transition, but at a realistic pace that eectively
adapts to significant changes in the energy economy. For BW Energy, this includes strategically positioning the
Company to contribute to reducing the carbon footprint of oil and gas production and to develop gas-to-power
projects to accelerate the electrification in emerging markets and potentially becoming a supplier of reliable,
base load power.
Through the execution of its strategy, BW Energy intends to deliver growth, attractive long-term risk-adjusted
returns and strong cash flow generation to the benefit of the Company’s shareholders through share price
appreciation and dividends. In parallel, BW Energy seeks to create long-term sustainable value for its partners,
employees and for the countries in which the Company operates through support of local business activity and
tax income.
4 BW Energy Limited | Annual Report 2021
The business model
BW Energy’s proven business model is designed to deliver superior
returns and growth at modest investment levels, using proven and
tested development concepts and existing infrastructure. Once an asset
has been de-risked through the initial phase of production, the field can
be further advanced and monetised through phased developments. The
dierentiated business model has proven ecient in gaining access to
opportunities which allows for lower cost of entry.
The Company’s objectives can be summarised in six key points:
1 Maximize the long-term value of BW Energy producing assets
2 Progress discovered resources toward project sanction at very
conservative estimates of reserves
3 Short development cycle to begin production
4 Operating cash flow funding further developments
5 Add new resources through low per barrel acquisitions and active
exploration around established infrastructure
6 Return value to shareholders through dividends and share price
appreciation
BW Energy has the right-sized organization to move quickly and
opportunistically to pursue value and has proven its ability to succeed
where other oil and gas exploration and production companies have not
been able to define enough reserves for a full field development.
5BW Energy Limited | Annual Report 2021
BWE creating the opportunity
BWE creating the opportunity
24 mmbbl
1P reserves at sanctioning
~55 mmbbl
Phase 1 resource
USD ~175 million
Development capex
1
USD ~350 million
Phase 1 development capex
USD ~85 million
FPSO investment
USD ~300 million
Phase 1 FPSO investment
Dussafu pre-BWE acquisition
Maromba pre-BWE acquisition
No path to FID
No path to FID
USD ~800 million
Field investment
USD ~1,400 million
Field investment
USD ~500 million
FPSO commitment
USD ~850 million
FPSO commitment
Creating the
opportunity
The right
opportunity
Extensive
local
knowledge
Phased
approach
Minimising
capex
Repurposed
infrastructure
Creating the
opportunity
The right
opportunity
Extensive
local
knowledge
Phased
approach
Minimising
capex
Repurposed
infrastructure
Moubenga
Tortue
Walt Whitman
RUCHE EEA AREA
Ruche
Maromba
Lobo
1 Tortue Phase 1
2 Certified 2P reserves of 100.4 mmbbl by Netherland, Sewell & Associates, Inc. and 14.8 mmbbl produced as of December 31, 2021
BW Energy Limited | Annual Report 20216
BWE creating the opportunity
BWE creating the opportunity
5
60%
1/5
1/5
1/5
1/3
Executing Dussafu growth (gross)
Maromba path forward (gross)
115 mmbbl 
2
Estimated ultimate recovery
~100 mmbbl
Phase 1 and 2 target
14.8 mmbbl
Produced through Dec-21
> 15% IRR
at USD 40/bbl Brent in Phase 1
Self-funded
2025
Expected first oil date
Moubenga
Hibiscus
Hibiscus
North
Tortue
Walt Whitman
RUCHE EEA AREA
Ruche
Ruche NE
x increase
lower reserve threshold
x field CAPEX
field CAPEX
x asset commitment
asset commitment
Rapid FPSO
Development
Progressing
environmental approvals
FID planned in 2022
First Oil in 2025
Four successful
exploration and
appraisal wells
months
to first oil
18
BW Energy Limited | Annual Report 2021 7
Strengths and
capabilities
BW Energy continues to deliver and execute against its defined strategy
Creating the
opportunity
The right
opportunity
Extensive
local
knowledge
Phased
approach
Minimising
capex
Repurposed
infrastructure
8 BW Energy Limited | Annual Report 2021
#1 Dierentiated strategy creates opportunity
BW Energy can access attractive development opportunities that have not been prioritized by established E&P
companies due to the challenge of meeting return requirements under a traditional full field development model.
This enables BW Energy to pursue field development opportunities, meeting return requirements with less com-
petition and lower entry cost.
#2 Scalable business model
A phased development approach enables optimisation of the infrastructure required for a full field development.
It facilitates continuous refinement of development plans based on experience gained from the initial production
phases and leverages existing infrastructure as subsequent developments are implemented. This approach has
successfully been applied on the Dussafu license in several stages, enabling shorter lead time from investment
decision to first oil and reduced overall commercial risk. The same approaches will be applied to the Maromba
development in Brazil.
#3 Availability of production infrastructure enables strategy
Ample availability of existing production infrastructure supports phased field developments with reduced upfront
investments and GHG emissions. BW Energy seeks to repurpose existing facilities tailored to specific available
field development opportunities. Once the investment plan has been finalised, BW Energy will acquire the best
technically and commercially suitable production facility.
#4 Financial flexibility
BW Energy maintains a robust financial position which allows the Company to actively assess new business
opportunities and respond rapidly in a volatile market. Capital discipline is supported by the flexibility provided
by the phased development strategy. This enables BW Energy to rapidly adjust spending in case of external
events such as the initial phase of the COVID-19 pandemic and associated drop in energy prices. To further
bolster financial flexibility of producing assets, BW Energy will seek to deploy external financing on key assets.
#5 Active exploration
BW Energy’s exploration strategy is based on leveraging existing infrastructure to open potential new growth
areas with high incremental margin production and low development costs. The Hibiscus / Ruche development
on Dussafu is an example of infrastructure led exploration allowing for low marginal CAPEX via a phased devel-
opment using a repurposed jack-up as production platform on the Hibiscus field tied directly to the existing
FPSO.
#6 Experience of the collective workforce
BW Energy has a highly competent team with exploration and production experience from all disciplines and
major basins worldwide. The team benefits from a unique heritage in developing oshore production infrastruc-
ture. BW Energy’s entrepreneurial culture fosters innovation and fuels the Company’s exploration and devel-
opment programs. Employees are critical to BW Energy’s strategy execution and the Company has created an
environment that focuses their capabilities in finding, developing and optimizing production. BW Energy has an
open, team-oriented work environment. BW Energy strives to ensure that employees, contractors and suppliers
have the right training, tools and knowledge to support safe execution of its strategy.
BW Energy Limited | Annual Report 2021 9
10 BW Energy Limited | Annual Report 2021
Our process
Identify
Identify opportunities
with proven reserves
“left behind” that will
benefit from existing
infrastructure to
commercially unlock
a phase 1 standalone
development that
carries hurdle rate
economics 15% IRR at
Brent USD 50 flat
Develop
Develop and execute an
accelerated minimum
development case to
reduce “cash at risk”
whilst ensuring that
cash flows can fund
production growth
Produce
Production is the cash
engine of the business.
Based on experience
gained in initial phases
of production and by
leveraging existing
infrastructure, further
production is monetized
Explore
Infrastructure-led
exploration funded
through field proceeds,
providing organic
growth within a license
BW Energy’s goals
BW Energy’s ambition is to develop reserves and resources to underpin a production of 50,000 bbls/day in
2025. The Company then expects to be in a position to continue green and brownfield developments and to
provide attractive shareholder returns. BW Energy will continue to develop its field portfolio which carries low
cost of entry and development. Reduced cash at risk on new field developments before production start allows
for further development funded by cash from operations resulting in superior return on equity for stakeholders.
BW Energy is committed to ecient, reliable and compliant operations with zero harm to people, the environ-
ment and the communities in which it operates. The Company applies best-in-class as a benchmark for monitor-
ing, assurance and improvement of operational performance and compliance.
BW Energy Limited | Annual Report 2021 11
12 BW Energy Limited | Annual Report 2021
The energy transition
BW Energy expects oil and gas to remain an important part of the global energy mix in decades to come.
Still, the Company recognises the need to reduce carbon emission over time to mitigate climate change. BW
Energy’s field development strategy enables ecient, low-carbon field developments which supports the
ongoing transition. The Company also sees the applicability of its approach to other related markets.
BW Energy considers itself a company that identifies and unlocks value where others might not. This includes
considering various technologies and their viability for use in combination with existing upstream infrastruc-
ture to enable low-cost solutions for renewable energy generation.
The Company sees gas-to-power solutions as an accelerator for transition in emerging markets where there
is a clear demand for cost ecient development of dispatchable, secure and aordable hydrocarbon-based
power generation.
BW Energy considers the strategic deployment of gas power as a potential high-impact solution for enabling
substantial reduction in carbon emissions by replacing the use of coal and heavy fuel oil (HFO) for electricity
supply and help support greater renewables penetration. The Kudu natural gas development project is a
potential stepping stone which will allow for growth through repeatability of the development concept in
other emerging markets and provide the Company with an option to become an independent power producer.
BW Energy has demonstrated its ability to introduce novel development concepts using existing infrastruc-
ture. The repurposing of an existing jack-up or semisubmersible rig instead of building provides significant
reductions to investments and reduces the GHG emissions in the construction phase by 60-70% relative to a
newbuild production asset.
13BW Energy Limited | Annual Report 2021
Founded
by Y.K. Pao
Largest independent
shipping group in the
world: 200 vessels
of 20 million dwt
Bergesen acquisition
and de-listing
BERGESENWORLD-WIDE
1935
1955 1979 2003
1986 1996
Restructuring
and re-branding
BW Oshore listing
on the Oslo Stock
Exchange
2005
2006
Acquisition of
Prosafe
Production /
Sale of APL
BW Energy listing
on the Oslo Stock
Exchange
Acquisition of the
Dussafu license
in Joint Venture with
BW Group
BW Energy established
as separate entity with
the E&P assets of BW
Oshore and BW Group
Acquisition of stake in
Maromba field in Brazil
Acquisition of
Operating Interest
in Kudu Gas field in
Namibia
First oil
BW Adolo
from Tortue
field in the Dussafu
license in Gabon
Acquisition
of APL
2010
2020
2016
2019
2017
2018
2008
Founded by
Sig. Bergesen
Bergesen
listing
Leader in crude and
gas shipping markets
with 100 vessels
14 BW Energy Limited | Annual Report 2021
History
BW Energy, which began as the E&P division of BW Oshore in 2016, utilises a
dierentiated strategy targeting oshore oil and gas reservoirs through low-risk, phased
developments.
BW Energy is an aliate of the BW Group, a global maritime energy transportation and
floating gas infrastructure company with an 80-year history. BW Group is currently a
significant shareholder in BW Energy, BW Oshore, BW Ideol, BW LNG, BW LPG, BW
Epic Kosan, BW Dry Cargo, BW Solar, Hafnia, DHT, Navigator Gas, Corvus and Cadeler.
Eighteen months after the original investment in the Dussafu Marin license oshore
Gabon, the Tortue Phase 1 drilling campaign for the first two subsea wells was completed
and tied back to the BW Adolo FPSO with first oil achieved in September 2018.
BW Energy acquired the Maromba license, a well delineated field in the Brazilian Campos
Basin, from Petrobras and Chevron in March 2019; BW Energy is targeting FID by year-
end 2022 and targeting first oil in 2025.
The Hibiscus discovery was made in August 2019, BW Energy updated the previously
sanctioned development of the Ruche area. The discovery reported an additional 46
mmbbls recoverable.
BW Oshore transferred ownership interests in the Kudu Petroleum Production Licence
003 ("PPL003") license to BW Energy in fourth quarter of 2019.
Tortue Phase 2 drilling began in fourth quarter of 2019 with two additional subsea wells
brought online in early 2020.
On 19 February 2020, BW Energy was listed on the Oslo Stock Exchange.
BW Energy paused all development plans due to COVID-19’s safety and logistical
challenges. This allowed the Company to reassess its Hibiscus / Ruche and Maromba
development plans.
Conversion of Hibiscus Alpha began in Dubai for installation in Gabon in the fourth
quarter of 2022.
Tortue Phase 2 was completed in October 2021 and the final two wells brought on to
production.
An agreement was signed in the fourth quarter of 2021 to purchase the semi-submersible
drilling rig West Leo for possible conversion to a Floating Production Unit for use in the
Kudu field.
15BW Energy Limited | Annual Report 2021
16 BW Energy Limited | Annual Report 2021
GABON
NAMIBIA
BRAZIL
Maromba
license
Dussafu
license
Kudu
license
Global footprint
17BW Energy Limited | Annual Report 2021
CEO's report 2021
Onwards and upwards
It was a very active year for BW Energy. We
resumed field development activities as societies
and businesses recovered from the initial impact
of the COVID-19 pandemic. Oil and gas demand
started to normalise with a positive impact on
prices, providing more visibility as we progress
towards a significant increase in production and
operational cash flow later this year.
Our strategy of phased development of proven
oshore oil discoveries by using existing facilities
is resilient and flexible. It enables us to eciently
scale down to protect and preserve when required
and scale up when fundamentals and visibility
improve. Scale-up was the keyword for 2021. While
we reached key development milestones, it was
also a year with operational challenges reflected in
us not meeting production and cost targets. That
said, we maintained a strong balance and robust
operational cashflow.
Growing our Dussafu production
In October, we completed the Tortue Phase 2 field development in the Dussafu license in Gabon with production
start from the final two wells, bringing the total number of producing wells to six. The project was executed with
zero HSSE incidents and USD 45 million below budget with USD 230 million invested.
Full-year production from the Tortue field of 4.13 million barrels of oil (gross) reflected continued COVID-19
related challenges, timing of the last two production wells, temporary operational issues and a shortage of gas
lift capacity. Production averaged 11,304 barrels per day at an operating cost (excluding royalties) of approxi-
mately USD 28.4 per barrel. In total, we recorded one LTI in 2021 and no major environmental incidents.
We are addressing the operational issues and installing more gas lift to improve well flows. These measures
combined with first oil from the Hibiscus / Ruche development are expected to yield a significant increase in
production and reduction to opex per barrel from the fourth quarter of 2022.
The Hibiscus / Ruche project is on schedule with the Hibiscus Alpha conversion progressing well despite new
mutations of the COVID-19 virus. The field campaign, including award of the initial drilling contract in late 2021
BW Energy Limited | Annual Report 202118
is also on track. In sum, we are on track to realise the revised development concept with its USD 100 million
reduction to capital investments, shorter time to first oil and environmental gains from using existing assets.
A further two exploration wells were drilled in the Dussafu licenses in 2021. While the Hibiscus Extension appraisal
well (DHIBM-2) unfortunately was water-bearing, it provided valuable geological information. The Hibiscus gross
recoverable reserves of 46.1 million barrels are unaected and will, with the nearby Ruche and Ruche Northeast
discoveries, be produced by Hibiscus Alpha and piped to the BW Adolo FPSO. A discovery was made by the
Hibiscus North well (DHBNM-1). The result was lower than pre-drill estimates but will be a potential tie back to
Hibiscus Alpha after the main fields come o plateau.
Dussafu and oshore Gabon is a highly prospective hydrocarbon region with significant growth potential. We
were therefore very pleased when we in October were invited to negotiations with the Gabon DGH to become
operator of two blocks adjacent to the Dussafu license in Gabon’s 12th Oshore Licensing Round.
On track for 50,000 barrels per day of production
In Brazil, we continued to optimise Maromba field development plan focused on minimising capital investments,
field operating costs and time to first oil. This includes preparing for a potential re-deployment of the FPSO
Polvo on the Campos Basin field. Work is also progressing with Brazilian authorities on the Environmental Impact
Assessment.
Maromba is a highly delineated field with proven reserves in excess of 100 million barrels of oil which will be a
phased subsea development tied to an FPSO. We are on track for FID in 2022 with first oil is targeted in 2025.
The development plan provides robust returns at realised oil prices below USD 50 per barrel for the full field
development.
Our combined plans for Dussafu and Maromba are estimated to lift net production to BW Energy to more than
50,000 barrels per day in 2025, from a very solid reserve base.
Sustainable development and value creation
Separately, we are progressing a new concept for the Kudu gas field oshore Namibia with tangible financial
and environmental benefits based on the re-purposing of the semi-submersible drilling rig recently acquired by
the Company. We acquired the rig at a very attractive price before asset values started to rebound in late 2021.
The re-use of existing infrastructure enables us to use a circular economy concept to reduce development costs,
time to gas and emissions.
Kudu oers Namibia a path to replace imported coal power with domestically produced electricity based on
natural gas with substantially lower carbon emissions, increased stability of supply and more local content. It
allows us to unlock an otherwise stranded resource and create significant long-term value from gas sales. Kudu
is an example of how our business strategy contributes to real reductions in CO2 emissions.
Robust growth platform
We start 2022 with USD 150 million cash and no interest-bearing debt, supported by positive cash-flow from
operations and equity raised in early 2021. With the restart of investment activities, we are also progressing the
reserve-based lending facility with a consortium of leading banks. The funds will be used to finance the ongoing
investments in Gabon, Brazil and Namibia.
Our primary focus is on bringing Hibiscus / Ruche to first oil and progressing the Maromba and Kudu towards
final sanction. We continue to evaluate M&A and brownfield opportunities where we see the potential unlocking
untapped discoveries by applying our phased development model to reduce risk, investments, and time to first
oil. This will generate significant long-term value reflected in our commitment to returning value to shareholders
through dividends of up to 50% of net profit once Maromba production is up and running.
Carl K. Arnet
CEO BW Energy
BW Energy Limited | Annual Report 2021 19
Gabon, Brazil
and Namibia
BW Energy holds a 73.5% operated working interest in the
Dussafu Marine license oshore Gabon, a 100% operated
working interest (95% after future farm-out) of the Maromba
field in the Campos Basin oshore Brazil, and a 95% operated
working interest of the Kudu field oshore Namibia. Targeting
robust business opportunities based on discovered reserves
with significant growth potential, BW Energy aims to unlock
significant value that traditional, larger E&P companies are
not addressing. This strategy was successfully employed
to develop Dussafu, with first oil achieved 18 months after
acquisition.
20 BW Energy Limited | Annual Report 2021
Actuals Dussafu Maromba
0
10
20
30
40
50
60
70
'26'25'24'23'22'21'20'19'18
63
46
29
25
10
8
10
8
3
Dussafu –Tortue
Maromba -
Contingent
Dussafu -
Hibiscus/
Ruche Area
Dussafu -
Contingent
138.8
51.6
22.2
27.9
NET PRODUCTION (KBOPD) CERTIFIED NET RESERVES AND RESOURCES
1
240
MMBBL
1 Certified by NSAI
GABON: Dussafu performance
The Dussafu license is situated within the Ruche Exclusive Exploitation Area (Ruche EEA), which covers 850 km
2
and includes six discovered oil fields and numerous leads and prospects. The average water depth is 116 metres.
The Production Sharing Contract allows for production of hydrocarbons from the Ruche EEA for up to 20 years
from first production, which was achieved in September 2018.
Phased development
Fields on the Dussafu block produce to the BW Adolo FPSO adjacent to the Tortue Field. Phase 1 of the Dussafu
development included two subsea horizontal production wells at the Tortue Field. Production is aided by gas
lift as the artificial lift mechanism. Tortue Phase 2 introduced four additional subsea production wells at Tortue
Field as part of continued Dussafu development. The Hibiscus / Ruche development project in the Hibiscus and
Ruche Fields is planned to initially drill up to six horizontal production wells, all targeting the Gamba reservoir.
Current production
In 2021, Tortue Field averaged a gross rate of approximately 11,300 barrels per day. Over 4.1 million barrels gross
were produced during the year and the field uptime was 88%, including scheduled downtime. Gas lift capacity
limitations deferred production in 2021 and will continue to constrain production until a second gas lift com-
pressor is installed in the second half of 2022. Once commissioned, the wells at Tortue are expected to reach full
potential.
Development Drilling
After a pause in Tortue Phase 2 development due to COVID-19, drilling resumed in April 2021. DTM-6H, which was
completed but not tied-in in 2020, and DTM-7H were brought online in October 2021.
The gross investment for Phase 2 was approximately USD 230 million, USD 45 million below the original budget
of USD 275 million.
BW Energy Limited | Annual Report 2021 21
Exploration
Recommencement of the Tortue Phase 2 drilling campaign in 2021 began with drilling the DHIBM-2 appraisal
well, to further evaluate the Hibiscus field, and completed with DHBNM-1, to evaluate the Hibiscus North pros-
pect. While DHIBM-2 did not encounter hydrocarbons, DHBNM-1 discovered oil in both Gamba and Dentale
formations. Oil-in-place estimates were below expectation, so Hibiscus North is a likely candidate for a future
subsea tieback option to Hibiscus Alpha rather than a standalone project.
Future strategy and plans
BW Energy is currently executing the Hibiscus / Ruche development project, targeting the Hibiscus and Ruche
Fields, approximately 20 kilometres northwest of the Tortue Field. The initial phase of this project involves the
drilling of up to six horizontal production wells in a 12-well phased program, which will be connected to a pro-
duction facility. Of these initial six wells, four wells will target the Hibiscus Field while the remaining two wells will
target the Ruche Field. These initial wells will exploit the prolific Gamba reservoir.
BW Adolo FPSO will continue to serve as the hub for production in the Dussafu license. First oil from Hibiscus /
Ruche development project is expected in late 2022, adding up to 30,000 bopd to gross production from the
Ruche EEA in the second half of 2023. The development is expected to recover gross reserves of approximately
47.9 million barrels based on third party estimates. Gross investments for the Hibiscus / Ruche development
project are currently estimated at approximately USD 393 million, which is expected to be funded largely from
operating cash flow generated from production at Tortue.
Ownership
BW Energy Gabon SA's operated ownership interest in the Dussafu license is 73.5%, Panoro Energy ownership is
17.5% and Gabon Oil Company’s ownership interest is 9%.
Tullow Oil completed the sale of its 10% ownership interest in the Dussafu Marin permit to Panoro Energy ASA
in June 2021.
Moubenga
Hibiscus
North
Ruche
Gabon
Republic
of Congo
Walt
Whitman
Ruche NE
Hibiscus
Tortue
Dussafu
Ruche EEA
Moubenga
BW Energy Limited | Annual Report 202122
BRAZIL: Maromba, exciting next steps
The Maromba discovery is in the southern part of the Campos Basin oshore Brazil, approximately 100 kilo-
metres southeast of the city of Cabo Frio. The water depth in the area is approximately 160 metres. Maromba lies
within a 375 square kilometre "ring-fence" carved out of the former BC-20 exploration block, called the BC-20A
concession. Nine wells were drilled in the license between 1980 and 2006, and oil was found in eight of these
across various reservoirs including in the Eocene, Maastrichtian, Albian, Aptian and Barremian levels.
Following the success at Dussafu, BW Energy plans to develop the Maromba license in phases, thereby minimis-
ing up-front capital expenditure and allowing the production and the supporting organisation to grow organi-
cally. Phasing will provide reservoir performance data which will be used to optimise future development phases.
Phase 1 will target heavy crude oil at API gravity of 16° but with low relative viscosity and sulphur content in
the Maastrichtian reservoir. It will consist of three horizontal subsea wells that will be tied back to an FPSO. The
wells will be completed with electric submersible pumps (ESPs). Based on Final Investment Decision (FID) being
made in the second half of 2022, Phase 1 is expected to begin production in 2025 and will require gross field
investments of approximately USD 400 million, based on preliminary estimates.
The Maromba Field Development Plan was submitted to ANP in December 2019 and was approved in August
2020. The Environmental Baseline Survey was completed in the first quarter of 2021 and the Environmental
Impact Assessment was submitted to IBAMA in the third quarter of 2021.
BW Energy Maromba do Brasil Ltda currently holds 100% operated working interest. Magma Oil holds a 5%
back-in right in the Maromba license which they are expected to execute upon first oil.
Maromba
within the
Campos Basin
Peregrino
Tubarao Martelo
Papa Terra
Tubarao Azul
Walt
Whitman
BRAZIL
CamposBasin
BW Energy Limited | Annual Report 2021 23
NAMIBIA: Kudu, gaining momentum
The Kudu gas discovery is in the northern Orange sub-basin approximately 130 km o the south-west coast
of Namibia. It is situated in Petroleum Production License 003 ("PPL003") which has an area of 4,567 square
kilometres and the field water depth is approximately 170 metres. The field was discovered in 1974 with Kudu-1
and is delineated by seven subsequent wells.
BW Energy entered into a farm-in agreement for a 56% operated interest in early 2017, with NAMCOR holding
a 44% joint venture interest. BW Energy signed a Farm-up agreement with NAMCOR increasing the Company’s
interest to 95% in the license and closed the transaction in 2021.
BW Energy is progressing a revised development plan for the gas-to-power project that will utilize a repur-
posed semi-submersible drilling rig as a Floating Production Unit. Repurposing will enable an optimisation of
the project timeline and significantly reduce capital investments compared to previous development concepts.
The revised development concept oers tangible financial, schedule and environmental benefits. The re-use of
existing facilities also supports a substantial reduction in field development related greenhouse gas emissions
compared to a newly built facility. The revised integrated development plan aims to supply competitive power
to a growing African market with significant upside potential. A development of the Kudu field is an attractive
opportunity for BW Energy to engage in the electricity market and potentially fully or partially assume a position
as an Independent Power Producer (IPP) through strategic partnering.
In the fourth quarter of 2021, the Company entered into an agreement to purchase the semi-submersible drilling
rig West Leo from Aquadrill LLC targeted for use in Kudu.
Kudu
Block
Lunderitz
Basin
Orange
Basin
Walvis bay
Luderitz
Oranjemund
BW Energy Limited | Annual Report 202124
BW Energy Limited | Annual Report 2021 25
Directors' report
BW Energy is well positioned to realise the potential of discovered oil assets. The Company’s strategy is to
combine discoveries and production assets with phased developments, maintaining control of timing of capital
expenditures as well as capital at risk. This strategy oers attractive risk-reward in the current market and has
proven robust even in the recent low oil price environment.
In early 2021, BW Energy restarted the Tortue Phase 2 development and the exploration program on the Dussafu
license in Gabon. Activities were suspended in 2020 due to the COVID-19 pandemic. The deferred two Tortue
production wells came on stream in October 2021 and now contribute to increased production. At year-end,
six production wells are connected to the BW Adolo FPSO. The Tortue Phase 2 development was completed
with zero HSSE incidents and substantially below budget despite the deferral and operational and supply chain
constraints related to COVID-19.
The Company is making good progress on the third phase of the Dussafu development. The repurposing of the
Hibiscus Alpha jack-up drilling rig to a production facility is on schedule with first oil from Hibiscus / Ruche Phase
1 expected towards the end of 2022. All long-lead items have been ordered as well as all major subcontracts,
including the pipeline EPCI contract and the drilling program comprising four firm and four optional wells. BW
Energy expects to realise a saving of approximately 25% of the development costs from reusing existing energy
infrastructure in addition to the environmental benefit of repurposing existing assets rather than building new.
In October, the Company was provisionally awarded operatorship of two blocks in the 12th Oshore Licensing
Round in Gabon. The award is subject to finalising the production sharing contracts (PSC) with the Direction
Generale des Hydrocarbures (DGH) in Gabon. The very large blocks G12-13 and H12-13 are adjacent to the Dussafu
license and will be held by a consortium with BW Energy as operator (37.5%).
The Company plans to repeat the development strategy which has unlocked significant value at Dussafu with the
Maromba development in Brazil. BW Energy holds a 100% working interest in the license since 2019 and plans a
similarly phased development. The project continued to progress towards environmental approval and optimi-
sation of the field development plan with respect to investment, operational costs and schedule. This included
pre-feed and commencement of condition assessment of the FPSO Polvo as a potential production unit. The
Field Development Plan was approved by the regulator (ANP) in August 2020. The final investment decision is
expected in 2022 with first oil in 2025.
In 2017, BW Energy entered into a farm-in agreement for a 56% operated interest the Kudu license oshore
Namibia. In July 2021, BW Energy and the National Petroleum Corporation of Namibia (NAMCOR) completed a
Farm-In and Carry Agreement, which increased BW Energy’s working interest in the license to 95% for a consid-
eration of USD 4 million. NAMCOR retains the remaining 5% working interest.
The Company has introduced a revised development plan for the Kudu field and gas-to-power project based on
a repurposing a semi-submersible drilling rig acquired for USD 14 million to a Floating Production Unit. This will
enable optimisation of the project timeline and significantly reduce capital investments compared to previous
development concepts. As with Dussafu, reusing existing energy infrastructure will reduce the project's environ-
mental footprint. The timing of the final project sanctioning is subject to realising a project financing solution for
the Kudu gas-to-power project as well as negotiating power sales agreements.
BW Energy Limited | Annual Report 202126
Health, safety, security, environment, quality
BW Energy has a zero harm objective for personnel and the environment in all its operations. The Company has
established policies for safety, security, occupational health and environmental management ensuring that the
objectives are achieved as well as eective management of major accident hazard risks, mitigation of impact to
the environment, while ensuring a sustainable business and taking proper care of Company property.
BW Energy registered one LTI (Lost Time Injury) in 2021 including subcontractors. There were five LTIs in 2020
and zero LTIs recorded in 2018 and 2019. For more information, please see the sustainability section of this
Annual Report or the separate Sustainability report on the Company`s website.
Operations
The Dussafu field uptime was 88% in 2021 with gross production averaging 11,300 bopd. The final two production
wells of the Tortue Phase 2 development were tied back to the BW Adolo FPSO in October 2021. During parts
of the year, production was deferred due to limitations to gas lift capacity. The Company is exploring interim
measures to improve capacity before a planned installation of a new gas lift compressor in the fourth quarter
of 2022. The long-term recovery rate from Tortue is unaected by the temporary limitation to gas lift capacity.
Two exploration wells were drilled during 2021 to further map the potential of the Hibiscus / Ruche area. The
promising Hibiscus Extension proved to be water bearing and of no further potential. The Hibiscus North pros-
pect successfully discovered oil but with lower volumes in place than expected. Hibiscus North may form the
basis for a future tie-back to the Hibiscus / Ruche ongoing development. With this campaign BW Energy has
concluded the very successful exploration campaign in the region with 3 discoveries and a significant increase of
2P reserves. The remaining prospects in the Hibiscus / Ruche area will be drilled from the Hibiscus Alpha facility
as part of the production drilling campaigns. BW Energy plans to further drill on average two exploration wells
per year to map the other prospective regions of the Dussafu license.
Financial performance
Income statement
Revenue was USD 271.5 million in 2021 compared to USD 160.3 million in 2020. Total operating expenses were
USD 124.3 million compared to USD 73.3 million in 2020.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) for 2021 were USD 147.2 million com-
pared to USD 87.0 million in 2020.
The previous impairment of the Kudu gas-to-power project was reversed in 2021. Higher energy prices, the
increased working interest for the company (95%) and the acquisition of the semi-submersible drilling rig, ena-
bles an optimisation of the project timeline and significantly reduces capital investments compared to previous
development concepts.
Operating profit was USD 98.4 million, compared to USD 1.7 million in 2020. The increase in revenue and operat-
ing profit was mainly due to a higher realised oil price in 2021.
Net financial expenses were USD 9.6 million compared to USD 13.9 million in 2020.
Tax expense amounted to USD 36.8 million compared to USD 28.9 million in 2020. The increase was related to
the higher oil price realised in 2021.
Net profit for 2021 was USD 52.0 million compared to a net loss of USD 41.1 million in 2020.
Financial position
At 31 December 2021, the Company had a total equity of USD 569.2 million compared to USD 443.2 million at 31
December 2020. The year-end equity ratio was 59.4 %, compared to 58.3% at the end of 2020.
At 31 December 2021, the Company had no interest-bearing debt.
BW Energy Limited | Annual Report 2021 27
Cash flow
Net cash inflow from operating activities was USD 108.9 million compared to USD 58.3 million in 2020. The
increase was mainly due to the higher realised oil price.
Net cash outflow from investment activities amounted to USD 120.5 million, compared to USD 73.6 million in
2020. The investments were mainly related to the Dussafu and Maromba projects.
Net cash inflow from financing activities was USD 41.9 million, compared to cash inflow of USD 63.7 million in
2020, mainly reflecting proceeds from the January 2021 capital raise and payment of lease liabilities
Total available liquidity at 31 December 2021 amounted to USD 150.9 million, compared to USD 120.6 million at
year-end 2020.
BW Energy plans to establish a reserve based lending facility (RBL) to further strengthen its liquidity position.
The six-year RBL facility will be in the amount of USD 150 million plus an accordion of USD 150 million.
Parent company accounts
BW Energy Limited is a holding company incorporated in 2018. The Company reported a net loss of USD 2.7 mil-
lion for 2021 compared to a net loss of 3.5 million in 2020. The costs were mainly related to legal and audit fees.
Total assets were USD 460.6 million at 31 December 2021. Total shareholders’ equity in BW Energy Limited at 31
December 2021 was USD 457.9 million, corresponding to an equity ratio of 99.4%.
Going concern
Based on the Company`s overall position at the end of the year, as well as the current outlook, the Board believes
BW Energy has a good foundation for continued operations. The accounts have been prepared on a going
concern basis.
Organisation
BW Energy is represented in three major oil and gas regions: oshore Gabon, Brazil and Namibia, supported by
local onshore teams.
Work environment and culture in BW Energy are considered positive and strong, and there is continuous focus
on improvement. Surveys and appraisal interviews are performed regularly to assess the strength of the working
culture.
BW Energy strives to be an attractive place to work that oers challenging and motivating jobs and equal devel-
opment opportunities for all. There is no discrimination due to gender, nationality, culture or religion with respect
to remuneration, promotion or recruitment.
Corporate Governance
The Board of Directors of the Company has adopted a Corporate Governance policy to reflect BW Energy’s com-
mitment to good corporate governance. This policy is based on the latest update to the ‘Norwegian Guidelines
on Corporate Governance’, prepared by the Norwegian Corporate Governance Board. BW Energy’s Corporate
Governance policy complies with the Norwegian Guidelines, with certain deviations, as outlined and explained in
the chapter named Corporate Governance in this annual report. For more information, please see the Corporate
Governance section of this Annual Report.
Risk
BW Energy’s risk exposure is analysed and evaluated to ensure sound internal control and appropriate risk
management based on internal values, policies and code of ethics. The Company is exposed to market risk
(including commodity price risk), political risk, credit risk, and liquidity risk. Development of oil and gas fields is
associated with risks not limited to, the price of crude oil, cost overruns, production disruptions as well as delays
compared to initial plans. Some of the most important risk factors are related to the estimation and recoverability
of reserves. Changes to energy prices might influence the economic viability of planned developments and
BW Energy Limited | Annual Report 202128
anticipated revenues from the production of such developments. The overall risk management program focuses
on addressing these risks and seeks to minimise potential adverse eects on the Company’s financial perfor-
mance. The most important operational risk factors are related to the operation of Dussafu and the execution of
projects, which could lead to accidents and oil spills to the environment if not managed properly.
The Company has a broad insurance program to protect its personnel and subcontractors, the environment
– both in operations and development – and the Company’s assets / investments and property, onshore and o-
shore. The program is placed with rated underwriters, is subject to permanent risk management review and is in
compliance with local legislation. BW Energy has also purchased and maintain a Directors and Ocers Liability
Insurance issued by a reputable, specialized insurer with appropriate rating. BW Energy’s operational activities
are subject to tax in various jurisdictions. As assets and production sharing contracts are long-term in nature, the
Company’s results could be exposed to risk of changes to tax legislation.
Outlook
BW Energy prioritises safety first with zero harm as an overriding objective for people and environment. The
Company is substantially reducing the carbon footprint by developing discovered oil and gas resources through
large-scale repurposing of existing production infrastructure.
Several key macro-economic drivers developed positively through the course of 2021 as societies started to
resume more normalised levels of activity supported by vaccinations and the new strains of COVID-19 virus lead-
ing to less severe infections. Disciplined OPEC production cuts supported the oil price and oil energy demand is
recovering with increased global economic activity.
BW Energy expects to generate significant positive cash flow at current oil price levels. With a solid capital
base following the 2020 IPO and the January 2021 capital raise, and access to a number of accretive investment
projects, the Company expects to create significant value for its stakeholders going forward.
BW Energy remains focused on realising long-term value creation via its phased development strategy targeting
investments in high-return assets. The flexible investment strategy has proven robust for a range of market
scenarios and positions the Company to address both short- and long-term opportunities to drive cash flows
and earnings.
23 February 2022
Mr. Andreas Sohmen-Pao
Chairman
Mr. William Russell Scheirman
Director
Mr. Marco Beenen
Director
Ms.Hilde Drønen
Director
Mr. Tormod Vold
Director
BW Energy Limited | Annual Report 2021 29
Board of Directors
Mr. Andreas Sohmen-Pao - Chairman
· Chairman of BW Group, BW Oshore, BW LPG, BW Epic Kosan, Hafnia, Cadeler and
The Global Centre of Maritime Decarbonisation
· Trustee of the Lloyd’s Register Foundation and director of Navigator Gas
· BA (Hons) from Oxford University, UK and MBA from Harvard Business School, USA
Marco Beenen - Director
· CEO of BW Oshore
· Former President of GustoMSC Inc. and former Vice President Engineering with SBM
Oshore
· M.Sc. from Delft University of Technology, Netherlands
Ms. Hilde Drønen - Director (Independent)
· CFO of DOF ASA, an oilfield services group listed on the Oslo Stock Exchange
· Holds several directorships of various energy companies
· Former CFO in DOF Management AS, Former Director of Finance with Bergen Yards AS and
former Group Controller for the Møgster Group
· Master's Degree from the Norwegian School of Management (BI) Oslo and MBA from
Norwegian School of Economics and Business Administration (NHH), Bergen
Russell Scheirman - Director (Independent)
· More than 35 years in oil & gas industry
· Held senior positions at McKinsey, ExxonMobil and VAALCO Energy, Inc. (1991-2015)
· B.S. & M.S. in Mechanical Eng. from Duke University, MBA from California Lutheran
University, USA
Tormod Vold – Director (Independent)
· More than 34 years’ experience from Royal Dutch Shell’s international operations
· Former Technical Director for Shell Gabon (2010-2014)
· M.Sc. from Norwegian University of Science and Technology (NTNU), Norway
· Shell’s Leadership Development Programs & Business Leadership INSEAD
AuditCommittee Gender
Hilde Drønen F
Russell Scheirman M
Technical&CommercialCommittee Gender
Russell Scheirman M
Tormod Vold M
RenumerationCommittee Gender
Marco Beenen M
Tormod Vold M
BW Energy Limited | Annual Report 202130
Carl K. Arnet, CEO
· Former CEO BW Oshore, APL
· Director BW Oshore
· Held senior operating positions at Norsk Hydro (E&P division)
· M.Sc. from Norwegian University of Science and Technology (NTNU) and MBA from
Norwegian School of Management (BI), Norway
Knut R. Sæthre, CFO
· Former CFO of BWO and GM BWO Norway
· Finance Director of APL Plc and President of APL Norway
· More than 20 years of experience from Aker Kvaerner and ABB
· Lic.rer.pol. degree from the University of Fribourg, Switzerland and an MBA from Norwegian
School of Economics and Business Administration (NHH), Norway
Lin Espey, COO
· Former Head of E&P BWO
· 28 years of E&P experience from British Gas, BP, VAALCO and Memorial Resource
Development
· Member of the University of Texas System Chancellor’s Council
· B.Sc. in Petroleum Engineering from The University of Texas at Austin
Thomas Kolanski, CCO
· Former SVP of Business Development and GM BWO USA
· Joined BWO in 2013, more than 15 years prior experience from SBM, Technip and Wellstream
· Doctor of Law from South Texas College of Law
· B.Sc. in Mechanical Engineering from University of Texas
Thomas Young, CSO
· Former SVP of Commercial Strategy & Analysis BWO
· Joined BWO in 2012, developing E&P strategic initiative
· Bachelor of Commerce from Grith University Australia
· Double major in Finance and Economics
Management
BW Energy Limited | Annual Report 2021 31
BW Energy Limited is a Bermuda limited liability company listed
on Oslo Børs (the Oslo Stock Exchange – part of Euronext).
BW Energy Limited (hereinafter ‘BW Energy’ or ‘Company’) and its activities are primarily governed by the
Bermuda Companies Act, its Memorandum of Association and its Bye-laws. Certain aspects of the Company’s
activities are governed by Norwegian law pursuant to the Listing Agreement between the Oslo Stock Exchange
and the Company. In particular, the Norwegian Securities Trading Act and the Norwegian Stock Exchange
Regulations will generally apply.
1. Implementation and reporting on corporate governance
The Board of Directors (the ‘Board’) is of the opinion that the interests of the Company, and its shareholders
taken as a whole, are best served by the adoption of business policies and practices which are legal, compliant,
ethical and open in relation to all dealings with customers, potential customers and other third parties. These
policies are fair and in accordance with market practice in relationships with employees and are also sensitive
to reasonable expectations of public interest.
The Board therefore commits the Company to good corporate governance and has adopted the most current
version dated 14 October 2021, of the Norwegian Code of Practice for Corporate Governance (the ‘Code’),
prepared by the Norwegian Corporate Governance Board.
The Board provides an overall overview of the Company’s corporate governance practices in the Company’s
annual report. The overview addresses each individual point of the Code and provides an explanation and
description of the chosen alternative approach if the Company’s practice varies from the Code. As of 31
December 2021, the Company’s practices did not comply with the following recommendations of the Code:
• Section 2 (Business): The Company’s objectives are wider and more extensive
• Section 3 (Equity and Dividends): Board’s powers to issue and purchase shares are neither limited to specific
purposes nor to a specified period
• Section 5 (Shares and negotiability): The Board may decline to register the transfer of any share if the transfer
results in the Company being deemed a “Controlled Foreign Company” in Norway
• Section 7 (Nomination Committee): A member of the Board is a member of the Nomination Committee and
may oer themselves for re-election to the Board
• Section 8: The composition of the Board does not meet the recommended gender guidelines of the Code
• Section 12 (Remuneration of the Executive Personnel): The Annual General Meeting (AGM) has not voted over
the Guidelines of the Executive Personnel
2. The Business
In accordance with common practice for Bermuda incorporated companies, the Company’s objectives as set
out in the Company’s Memorandum of Association are wider and more extensive than recommended by the
Code.
The Board is responsible for and leads the Company's strategic planning, including the definition of clear
objectives, strategies and risk profile for the Company's business activities, such that the company creates
value for the shareholders and other stakeholders. The Company’s objectives, main strategies and risk profile
are subject to annual review and described in the annual report, and considers both financial, social and envi-
ronmental factors.
Corporate governance report
BW Energy Limited | Annual Report 202132
Corporate governance report
BW Energy has implemented corporate values, ethical guidelines and guidelines for corporate social respon-
sibility. These values and guidelines are described in BW Energy’s Code of Ethics and Business Conduct and
internal policies, as well as in the Sustainability Report summarised in the annual report.
3. Equity and Dividends
On 31 December 2021, the Company’s consolidated equity was USD 569.3 million, which is equivalent to 59.7%
of total assets. The Board continuously evaluates the Company’s capital requirements to ensure that the
Company’s capital structure is at a level which is suitable considering the Company’s objectives, strategies
and risk profiles.
Pursuant to the Company’s Bye-laws, the Board is authorised to declare dividends to the shareholders. The
Company communicated a future ambition to return value to shareholders through dividends of up to 50% of
net profit in the Prospectus approved by the Norwegian Financial Supervisory Authority on 30 January 2020.
In line with this ambition, the AGM on 14 May 2021 approved the following dividend policy:
“BW Energy has an objective to generate long-term member returns which will be achieved through growth
and dividend payments. The Company targets a dividend based on a pay-out ratio of 50% of annual net profit,
adjusted for extraordinary items. The timing and amounts for such dividend payments will be decided by the
Board, considering overall financial condition, capital requirements, including capital expenditure commit-
ments, and general business conditions.”
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the Board has wide
powers to issue any authorised unissued shares in the Company on such terms and conditions as it may decide
and may exercise all powers of the Company to purchase the Company’s own shares.
The powers of the Board to issue and purchase shares are neither limited to specific purposes nor to a speci-
fied period as recommended in the Code.
4. Equal treatment of shareholders
The Company has one class of shares. Each share in the Company carries one vote, and all shares carry equal
rights, including the right to participate in general meetings. All shareholders shall be treated on an equal basis
unless there is just cause for treating them dierently.
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the shareholders of
the Company do not have pre-emption rights in share issues unless otherwise resolved by the Company. The
Code requires that any decision to issue shares without pre-emption rights for existing shareholders shall be
justified. In January 2021, the Company raised USD 75 million in gross proceeds through a private placement,
providing justification for waiving pre-emption rights. Following the announcement of completion of the pri-
vate placement, the Company's shares traded on the Oslo Stock Exchange with significant trading volumes at
prices below the subscription price in the private placement. Accordingly, any shareholder wishing to reduce
the dilutive eect of the private placement had the opportunity to purchase shares in the Company in the
market at prices below what would have been the subscription price in any subsequent oering. Hence, the
Company resolved not to proceed with a subsequent oering.
Any transactions the Company carries out in its own shares shall be carried out either through the Oslo Stock
Exchange or with reference to prevailing stock exchange prices if carried out in another way. If there is limited
liquidity in the Company’s shares, the Company shall consider other ways to ensure equal treatment of all
shareholders. There were no transactions in its own shares in 2021.
5. Shares and negotiability
The Company’s constituting documents do not impose any restrictions on the ability to own, trade or vote
for shares in the Company and the shares in the Company are freely transferable. However, the Bye-laws
include a right for the Board to decline to register the transfer of any share, and may direct the Registrar to
decline (and the Registrar shall decline if so requested) to register the transfer of any interest in a share held
through Euronext VPS, where such transfer would, in the opinion of the Board, likely result in 50% or more of
BW Energy Limited | Annual Report 2021 33
the aggregate issued and outstanding share capital of the Company, or shares of the Company to which are
attached 50% or more of the votes attached to all issued and outstanding shares of the Company, being held
or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway or, alterna-
tively, such shares being eectively connected to a Norwegian business activity, or the Company otherwise
being deemed a Controlled Foreign Company as such term is defined pursuant to Norwegian tax legislation.
The purpose of this provision is to avoid the Company being deemed a Controlled Foreign Company pursuant
to Norwegian tax rules.
6. General meetings
The AGM normally takes place on or before 31 May each year. The 2021 AGM was held on 14 May 2021. The
Board seeks to ensure that as many shareholders can participate in the Company’s general meetings and that
the general meetings are an eective forum for the views of shareholders and the Board. To facilitate this:
• The notice and the supporting documents and information on the resolutions to be considered at the general
meeting shall be available on the Company’s website no later than 21 calendar days prior to the date of the
general meeting;
• The resolutions and supporting documentation, if any, shall be suciently detailed, comprehensive and
specific to allow shareholders to understand and form a view on matters that are to be considered at the
meeting;
• The registration deadline, if any, for shareholders to participate at the general meeting shall be set as closely
to the date of the general meeting as practically possible and permissible under the provision in the Bye-laws;
• The members of the Board and the chair of the Nomination Committee are present at the general meeting;
and
• The shareholders shall have the opportunity to vote separately on each individual matter, including on each
individual candidate nominated for election to the Board and committees (if applicable).
Registration is made in writing or by e-mail. Shareholders who cannot be present at the general meeting must
be given the opportunity to vote by proxy or to participate by using electronic means. The Company shall in
this respect:
• Provide information on the procedure for attending by proxy;
• Nominate a person who will be available to vote on behalf of shareholders as their proxy; and
• Prepare a proxy form, which shall, as far as this is possible, be formulated in such a manner that the share-
holder can vote on each item that is to be addressed and vote for each of the candidates that are nominated
for election.
Pursuant to common practice for Bermuda incorporated companies, the Company’s Bye-laws states that the
general meeting shall be chaired by the chairperson of the Board unless otherwise agreed by a majority of
those shares represented at the meeting.
The minutes of general meetings will be published immediately to the stock exchange and made available on
the Company’s website no later than 15 days after the date of the meeting.
7. Nomination Committee
The Nomination Committee composition is determined at the Company’s general meeting from time to time
and the members are appointed by a general meeting resolution, including the chair of the committee. The
general meeting determines the remuneration of the Nomination Committee and stipulates guidelines for the
duties of the Nomination Committee. The guidelines were approved by the 2020 AGM and are available at
www.bwenergy.no.
Name Role
Consideredindependent
ofthemainshare-holder
andmanagement
Served
since
SharesinBWEnergy
(directindirect)
Mr. Andreas Sohmen-Pao Chair No, Chairman of the Board 2020 96,593,401
Mr. Bjarte Bøe Member Yes 2020 0
Ms. Elaine Yew Wen Suen Member Yes 2020 0
BW Energy Board of Directors' Nomination Committee
BW Energy Limited | Annual Report 202134
The composition of the Nomination Committee should reflect a broad range of shareholder interests. The
majority of the committee shall be independent of the Board and the executive personnel of the Company.
No more than one member of the Nomination Committee shall be a member of the Board. The Nomination
Committee shall not include the Company’s chief executive ocer or any other executive personnel.
The Nomination Committee proposes candidates for election to the Board. The Nomination Committee also
is responsible for proposing the remuneration to be paid to the members of the Board. The Nomination
Committee explains how the Committee arrived at its proposal for each candidate. The Company established
a deadline for the Nomination Committee to propose candidates of no later than four weeks prior to the AGM.
Any member of the Board who is also a member of the Nomination Committee may oer themselves for
re-election to the Board. This deviation from the Code has been implemented to facilitate cooperation between
the Nomination Committee and the Board, and continuity in the Board. This will be revised at the AGM in 2022
to achieve compliance with the Code.
On 31 December 2021, the Nomination Committee consisted of Andreas Sohmen-Pao (Chair), Bjarte Bøe
and Elaine Yew Wen Suen. The current committee members were appointed at the 2020 AGM and held one
meeting in 2021.
8. The composition and independence of the Board
The Board composition is governed by the Company’s Bye-laws. The Board shall consist of between five to
eight directors. The directors are elected for a period of two years unless otherwise determined by the general
meeting. Members of the Board may be re-elected. Only a minority of the directors participating in any deci-
sion can be domiciled or living in Norway. The same shall be reflected in the composition of the Board. The
Board appoints the chair amongst the elected Board members.
The composition of the Board ensures that it can act independently of any special interests. A majority of
the shareholder-elected members of the Board are independent of the Company’s executive personnel and
material business connections of the Company. In addition, at least three of the members of the Board are
independent of the Company’s major shareholder(s). A major shareholder is defined as owning 10% or more
of the Company’s shares or votes, and independence entails that there are no circumstances or relations that
may be expected to be able to influence independent assessments of the person in question. The Board does
not include the Company’s chief executive ocer or any other executive personnel.
Given the diverse qualifications, experience, background and profile of the Directors, the composition of the
Board meets BW Energy’s need for expertise, capacity and diversity. It does not meet the recommended
gender guidelines of the Code. A brief description of the directors and their respective areas of expertise are
presented in the annual report and on the Company’s website www.bwenergy.no.
At the AGM on 14 May 2021, the Board re-elected Ms. Hilde Drønen and Mr. Tormod Vold as directors to the
Board for a period of two years until the AGM in 2023.
Members of the Board may own shares in the Company.
Name Role
Consideredindependent
ofthemainshareholders
andmanagement
Served
since
Term
expires
Participationin
boardmeetings
in
SharesinBWEnergy
(directindirect) Nationality
Mr. Andreas Sohmen-Pao Chairman No 2019 2022 100% 96,593,401 Austrian
Ms. Marco Beenen Director No 2019 2022 100% 28,950 Dutch
Ms. Hilde Drønen Director Yes 2020 2023 100% 0 Norwegian
Mr. Russell Scheirman Director Yes 2019 2022 100% 0 United States
Mr. Tormod Vold Director Yes 2019 2023 100% 0 Norwegian
BW Energy Board of Directors
BW Energy Limited | Annual Report 2021 35
9. The work of the Board
The Board is ultimately responsible for the management of the Company and for supervising its day-to-day
management. The duties and tasks of the Board are detailed in the Company’s Bye-laws.
The Board produces an annual plan for its work, with particular emphasis on objectives, strategy and imple-
mentation. The Board issues instructions for its own work, as well as for the executive personnel, with particu-
lar emphasis on clear internal allocation of responsibilities and duties.
The Audit Committee and the Technical and Commercial Committee terms of reference set forth specific pro-
cedures for handling agreements and transactions with related parties. This structure is established to ensure
that transactions between the Company and/or its subsidiaries on the one side and a directly or indirectly
related company on the other side are made on arms’ length terms. In case of material transactions between
the Company and a shareholder, a shareholder’s parent company, director, ocer, or persons closely related to
any of these, the Board will obtain a valuation from an independent third party. Independent valuations shall
also be obtained in respect of transactions between companies in the same group where any of the companies
involved have minority shareholders. For more information regarding related party transactions, see Note 22
of the consolidated financial statements.
Directors and ocers of the Company and other leading personnel shall notify the Board if they directly or
indirectly have a significant interest in matters to be considered by the Board.
Each year, the Board schedules in advance a number of regular meetings for the following calendar year and
additional meetings may be called by the Chairman of the Board as needed. The Board held five meetings in
2021. The directors normally meet in person, but if allowed by the Chairman of the Board, directors may partic-
ipate in any meeting of the Board by means of video conference. The majority of Board meetings in 2021 were
held virtually due to the COVID-19 pandemic and related travel restrictions. Minutes in respect of the meetings
of the Board are kept by the Company in Bermuda.
The following Board committees were appointed at year-end 2021:
Audit Committee
The Audit Committee acts as a preparatory and advisory committee for the Board. The Audit Committee is
responsible for approving the Board’s annual review of the Company’s most important areas of exposure to
risk and its internal control arrangements, as well as an annual supervisory plan for internal audit work. The
Audit Committee follows up on internal controls in connection with quarterly reviews of the Group’s financial
reporting, in addition to two meetings in which internal control issues are addressed specifically. The chief
financial ocer, the Company’s other relevant senior sta and representatives of the external auditor, attend
the meetings of the Audit Committee. At least once a year, the Board and the Audit Committee review the
Company’s internal control procedures relating to its financial reporting process. On 31 December 2021, the
Audit Committee consisted of Hilde Drønen (Chair) and Russell Scheirman, both of whom are independent
members of the Board.
Technical and Commercial Committee
The Technical and Commercial Committee (TCC) assists the Board in fulfilling its responsibility with regard
to the management of the Company’s business, which include advising the Board on commercial and tech-
nical matters of the Company's operations, including potential investments or divestments by the Group,
overall exploration and field development plans (including any significant changes or updates thereto) and
any material procurements and commitments. The TCC reviews, at least annually, the systems utilized by the
Company for identifying areas of material business risk, for measuring their possible impact on the Group and
the procedures in place to mitigate the impact of such risks and it shall report to the Board accordingly. On 31
December 2021, the Technical and Commercial Committee consisted of Russell Scheirman (Chair) and Tormod
Vold, both of whom are independent members of the Board.
BW Energy Limited | Annual Report 202136
Remuneration Committee
The Remuneration Committee acts as a preparatory and advisory committee for the Board in order to ensure
thorough and independent preparation of matters relating to compensation to the executive personnel. On 31
December 2021, the Remuneration Committee consisted of Marco Beenen (Chair) and Tormod Vold, both of
whom are also members of the Board.
The Board carries out an annual evaluation of its performance and expertise.
10. Risk management and internal control
The Board ensures that the Company has sound internal control procedures and systems to manage its expo-
sure to risks related to the conduct of the Company’s business, to support the quality of its financial reporting
and to ensure compliance with laws and regulations. Such procedures and systems contribute to securing
shareholders’ investment and the Company’s assets.
Management and internal control are based on Company-wide policies and internal guidelines in areas such
as HSSE, Finance and Accounting, Project Management, Operation, Technical and Business Development, in
addition to implementation and follow-up of a risk assessment process. The management system is central to
BW Energy’s internal control and ensures that the Company’s vision, policies, objectives and procedures are
known and adhered to.
The Board annually reviews the Company’s most important areas of exposure to risk and its internal control
arrangements and an annual supervisory plan for internal audit work is approved by the Chief Executive
Ocer, based on HSSE recommendations and risk assessments carried out.
The Board’s Audit Committee follows up internal control in connection with quarterly reviews of the Group’s
financial reporting. The Chief Financial Ocer, the Company’s other relevant senior sta and representatives
of the external auditor, attend the meetings of the Audit Committee.
The systems for risk management and internal control also encompass the Company’s guidelines regard-
ing how the Company integrates considerations related to stakeholders into its creation of value. Please see
Sustainability Report summary included in the annual report for further information.
BW Energy has established a Code of Conduct for the Company and its employees’ providing guidance to
employees on how they can communicate with the Board to report matters relating to illegal or unethical
conduct by the Company.
11. Remuneration of the Board of Directors
The general meeting decides the remuneration of the Board based on a proposal from the Nomination
Committee. The remuneration of the Board and its individual directors shall reflect the Board’s responsibility,
competence, use of resources and the complexity of the business activities. The remuneration of the directors
shall not be linked to the Company’s performance and the directors do not receive profit related remuneration
or share options or retirement benefits from the Company. Any remuneration in addition to normal fees to the
directors is specifically stated in the annual report. Detailed information of Board remuneration can be found
in Note 7 of the consolidated financial statements.
12. Salary and other remuneration of the executive personnel
Bermuda law does not require a vote by the AGM regarding the guidelines for remuneration of the executive
personnel. The Company will communicate the executive remuneration guidelines to the AGM, but the guide-
lines will not be subject to a vote by the shareholders.
Remuneration of the executive personnel is reviewed annually by the Remuneration Committee, which gen-
erally considers the executive personnel’s performance and gathers information from comparable companies
before making its recommendation to the Board for approval. Such recommendation shall contribute to exe-
cution of strategy, long-term value creation and financial viability and ensure convergence of the interests of
the executive personnel and the shareholders.
BW Energy Limited | Annual Report 2021 37
Any performance-related remuneration to executive personnel is subject to an absolute limit. The limit is
approved by the Board based on a recommendation from the Remuneration Committee.
Any share-based incentive programme in the Company available to the employees of the Company and
subsidiaries requires the approval of the Board. Detailed information of remuneration, loans, shareholding
of the management and any share option programmes can be found in Note 7 of the consolidated financial
statements.
13. Information and communications
BW Energy is committed to provide information in a manner that contributes to establishing and maintaining
confidence with important interest groups and stakeholders. The information is based upon transparency,
openness and equal treatment of all shareholders. A precondition for the share value to reflect the underlying
values in the Company is that all relevant information is disclosed to the market. Based on this, BW Energy
will endeavour to keep the shareholders informed about profit developments, prospects and other relevant
factors for their analysis of the Company’s position and value. It is emphasised that the information is uniform
and simultaneous.
Please see the Investor Relations Policy available www.bwenergy.no.
14. Take-overs
In the event of a take-over process, the Board shall ensure that the Company’s shareholders are treated equally
and that the BW Energy’s activities are not unnecessarily interrupted. The Board shall also ensure that the
shareholders have sucient information and time to assess the oer.
In the event of a take-over process, the Board shall abide by the principles of the Code and ensure that the
following take place:
• The Board shall ensure that the oer is made to all shareholders, and on the same terms;
• The Board shall not undertake any actions intended to give shareholders or others an unreasonable advan-
tage at the expense of other shareholders or the Company;
• The Board shall strive to be completely open about the take-over situation;
• The Board shall not institute measures which have the intention of protecting the personal interests of its
members at the expense of the interests of the shareholders; and
• The Board must be aware of the particular duty the Board carries for ensuring that the values and interests
of the shareholders are safeguarded.
The Board shall not attempt to prevent or impede the take-over bid unless this has been decided by the
shareholders in general meeting in accordance with applicable laws. The main underlying principles shall be
that the Company’s shares shall be kept freely transferable and that the Company shall not establish any
mechanisms which can prevent or deter take-over oers unless this has been decided by the shareholders in
general meeting in accordance with applicable law.
If an oer is made for the Company’s shares, the Board shall issue a statement evaluating the oer and making
a recommendation as to whether shareholders should or should not accept the oer. If the Board finds itself
unable to give a recommendation to the shareholders on whether or not to accept the oer, it should explain
the reasons for this. The Board’s statement on a bid shall make it clear whether the views expressed are unani-
mous, and if this is not the case, it shall explain the reasons why specific members of the Board have excluded
themselves from the statement.
The Board shall consider whether to obtain a valuation from an independent expert. If any member of the
Board, or close associates of such member, or anyone who has recently held a position but has ceased to
hold such a position as a member of the Board, is either the bidder or has a particular personal interest in the
bid, the Board shall obtain an independent valuation. This shall also apply if the bidder is a major shareholder
(as defined in section 8 above). Any such valuation should either be enclosed with the Board’s statement or
reproduced or referred to in the statement.
BW Energy Limited | Annual Report 202138
15. Auditor
BW Energy’s external auditor is KPMG AS. The auditor is appointed by the general meeting and is independent
of BW Energy Ltd and shall annually confirm its independence in writing to the Audit Committee.
The auditor holds oce for the term resolved by the general meeting or until a successor is appointed and is
responsible for the audit of the consolidated financial statements of the Company. The Board ensures that the
auditor annually presents an audit plan to the Audit Committee and/or the Board.
The Audit Committee invites the auditor to participate in the Audit Committee’s review and discussion of the
annual accounts and quarterly interim accounts. In these meetings, the Audit Committee is informed of the
annual and quarterly accounts and issues of special interest to the auditor. Further, the auditor participates
in meeting(s) of the Board that deal with the annual accounts. At these meetings, the auditor reviews any
material changes in the Company’s accounting principles, comment on any material estimated accounting
figures and report all material matters on which there has been disagreement between the auditor and the
management of the Company and/or the Audit Committee.
At least once a year, the Audit Committee reviews the Company’s internal control procedures with the auditor,
including weaknesses identified by the auditor and proposals for improvement. The Board has established
guidelines specifying the right of the Company’s executive management to use the auditor for purposes other
than auditing.
The general meeting authorises the Board to determine the remuneration of the auditor. For more information
about remuneration of the auditor, see Note 7 in the consolidated financial statements.
39BW Energy Limited | Annual Report 2021
Ethics & Compliance are key factors in BW Energy’s business approach and success
BW Energy complies with all applicable laws and regulations in every country in which it operates. Wherever
appropriate BW Energy operations also follow international norms and standards.
Ensuring ethical business behavior is of great importance to the Company’s stakeholders. BW Energy actively
engages with local authorities to ensure such expectations are met. In addition, BW Energy expects its employ-
ees and service providers to model ethical behaviour in all their business activities. BW Energy is also a fair
and non-discriminating local employer, and its activities generate substantial local revenue in terms of salaries
and tax revenues.
BW Energy’s Ethics & Compliance Program
BW Energy’s Compliance Program consists of five components: (1) Compliance Standards and Policies;
(2) Employee Training and Communication; (3) Confidential Reporting and Investigation; (4) Third-party
Management, and (5) Continuous Program Monitoring. This Program is implemented by the Company’s Head
of Compliance who reports directly to the CEO. The Head of Compliance also provides quarterly updates to
the Company’s Audit Committee.
Compliance Standards and Policies
The Company has developed internal policies which provide a basis for the attitudes and principles that govern
the culture at BW Energy. BW Energy’s internal procedures and guidelines are designed to assist BW Energy
employees avoid even the appearance of impropriety. Many of these policies, procedures and guidelines are
summarized in the Code of Ethics and Business Conduct which applies to all employees in BW Energy, and to
all BW Energy Board members, ocers, temporary employees, intermediaries and others who act on behalf
of BW Energy.
BW Energy does not make political contributions, nor does it authorise any personnel or representatives to
do so on its behalf.
When BW Energy provides sponsorship, charitable contributions and/or donations aimed at improving the
lives and welfare of the local communities in which it operates, it does so only after ensuring that the contri-
butions are legal, vetted, and properly recorded in its books and records.
Employee Training and Communication
BW Energy requires all employees to complete training on anti-bribery and corruption matters. This training is
provided through computer modules and in-person sessions. Training covers topics such as Gifts & Hospitality,
and Conflicts of Interest. BW Energy employees must follow a reporting and approval process that monitor the
giving or receipt of gifts or hospitality. In addition, BW Energy requires its employees to report any potential
conflicts of interest on an annual basis. Such declarations include relationship to public ocials or politically
exposed personnel.
Confidential Reporting and Investigations
BW Energy has implemented an anonymous reporting channel (the Speak Up Channel) which is hosted by an
independent third party. The Speak Up Channel allows employees, business partners and relevant stakeholders
to report any concern they might have, including violations of BW Energy’s Code Ethics and Business Conduct.
BW Energy is committed to ensuring that no retaliation is taken against individuals that make a good-faith
report to the Speak Up Channel. All reports will be treated confidentially and will be investigated promptly
Ethics & Compliance report
BW Energy Limited | Annual Report 202140
and fairly. Information related to reports received through the Speak Up Channel is communicated to the BW
Energy Board on a quarterly basis.
Verified breaches of BW Energy’s Code of Ethics and Business Conduct may result in disciplinary action up to
and including termination.
Third-Party Management
A key focus of BW Energy’s Compliance Program is the assessment of external vendors and service providers,
also known as third-party providers (TPPs). All TPPs are assessed for compliance with relevant laws and
regulations, and compliance with the principles of the BW Energy Code of Ethics and Business Conduct. It is
the expectation of BW Energy that all TPPs will observe equivalent anti-corruption principles when conduct-
ing businesses with BW Energy, and for this reason BW Energy has adopted a Supplier Code of Ethics and
Business Conduct.
BW Energy’s Supplier Code of Ethics and Business Conduct emphasizes all of BW Energy’s TPPs should sup-
port the UN’s Universal Declaration of Human Rights and the standards advised by the International Labour
Organisation. It also firmly establishes that BW Energy expects its TPPs to ensure that child labour and forced
labour is not used in the performance of their activities.
Continuous Program Monitoring
To assist BW Energy’s management in its operational responsibilities, and to ensure compliance with all appli-
cable money laundering, corruption, and anti-bribery legislation as well as the Company’s ethics principles, BW
Energy has established a Compliance Committee. This Compliance Committee assists the Company’s Head of
Compliance to consider emerging compliance risks and to measure the progress on existing compliance risks.
41
Investor relations policy
This investor relations policy (the “IR Policy”) for BW Energy Limited (the “Company”) is based on the Oslo Stock
Exchange’s rules, regulations and recommendations for listed companies, in particular the Oslo Stock Exchange
Code of Practice for IR, as of 1 March 2021 (the “Code of Practice for IR”).
1. Purpose
This IR Policy shall help the Company build trust and awareness in the investor community by ensuring that
Investor Relations is conducted in compliance with relevant rules, regulations and recommended practices.
This policy shall help ensure that shareholders, potential investors and other stakeholders shall gain simultaneous
access to accurate, clear, relevant, comprehensive and up-to-date information about the Company.
Good relations and an open, active dialogue with shareholders, potential investors, analysts and other partici-
pants of the capital markets, shall build trust and contribute to reduced costs of capital for the Company.
This IR Policy shall also contribute to the Company’s management (the “Management”) and board of directors
(the “Board of Directors”) obtaining information about the market’s views and opinion on the Company.
The CFO is responsible for the Company’s Investor Relations function.
2. Shareholder contact and communication with the financial market
All communication with shareholders shall be on an equal treatment basis and in compliance with the provisions
of applicable laws and regulation. The Company shall continuously provide its shareholders, the Oslo Stock
Exchange and the financial markets in general with timely and precise information about the Company and its
operations.
The CFO is responsible for all day-to-day contact with the Company’s shareholders on behalf of the company.
Inside information shall be dealt with in compliance with the Company’s Insider Trading Policy. The IR team
may continuously communicate with shareholders for the purposes of developing an understanding of matters
aecting the Company from time to time are of particular importance to its shareholders. The IR team will in such
cases ensure that communication with shareholders is in compliance with the provisions of applicable laws and
regulations and consistent with the principle of equal treatment of shareholders.
Relevant information about the Company shall be given in the form of annual reports, half-year reports, quar-
terly reports, press releases, notices to the stock exchange and investor presentations in accordance with what
is deemed appropriate from time to time. All such information shall be published on the Company’s website,
www.bwenergy.no.
The Company shall oer subscription service for stock exchange announcements and press releases.
3. Policy
The Company complies with the Code of Practice for IR. Any future deviations from the Code of Practice for IR
will be explained as required by the code.
Disclosure and reporting to the financial markets and contact with shareholders, investors and analysts shall be
based on the following main principles:
• Compliance with laws and regulations: All disclosure, communication and reporting shall be in compliance with
the applicable laws and regulations from time to time, in particular the Norwegian Securities Trading Act and
the Oslo Stock Exchange’s continuing obligations for listed companies. The Company shall also comply with
the relevant recommendations and market practices for reporting financial and other IR information.
• Inside information: Unless exceptions apply and are invoked, the Company shall promptly disclose all inside
information (as defined by the Norwegian Securities Trading Act).
Shareholder information
BW Energy Limited | Annual Report 202142
• Language: All financial and other IR information shall be published in English.
• Information on value drivers: The Company shall publish accurate, clear, comprehensive and relevant infor-
mation about its historical earnings, operations, long-term potential, strategies, risk factors, outlook and any
other information that the Company has defined as significant and relevant value drivers for the shares. Such
information shall be consistent over time, giving equal weight to positive and negative factors, thus enabling
shareholders and the financial markets to draw conclusions about the value of the Company.
• Guiding: The Company shall not publish specific guidance on the Company’s future financial results. The
Company operates in accordance with a set of financial and non-financial strategic targets, established by
the Board of Directors. These targets govern the Company’s operations within a defined strategic period.
The targets are communicated at least every year in connection with the annual report or as soon as they are
approved by the Board of Directors and shall not be disclosed elsewhere.
• Quiet period: Investor and analyst meetings shall not be held in the last four weeks prior to the presentation of
results. In the same period, no comments shall be made to the media or other external parties regarding the
Company’s earnings and outlook.
• Information the Company’s website: The Company shall comply with the principles of the Code of Practice for
IR in respect of disclosing information for investors and the market on the Company’s website as further set
forth therein. The Company shall follow the Norwegian Code of Practice for Corporate Governance, including
the code’s principles regarding transparency, equal treatment of shareholders and disclosure of relevant infor-
mation. Information shall therefore be available on www.bwenergy.no and other places where it is relevant.
Please see the Investor Relations Policy available on www.bwenergy.no.
4. IR events and arenas
In addition to making information easily available on a timely basis to shareholders and the financial markets,
the IR team prioritises raising awareness of, and interest in, the Company and its shares among various market
participants - both nationally and internationally. To help promote this goal, the meetings and presentations
described below shall be held.
5. Information available on the Company’s website
The Company will make information available on its website www.bwenergy.no in accordance with the recom-
mendations set out in the Oslo Stock Exchange’s Code of Practice for IR.
Event Description
Annual report
Annual reports and presentations shall be available on www.bwenergy.com. The annual report for the current as well
as the preceding three years shall be made available on the Company’s website.
Annual reports shall be published within three months after the end of the financial year. The Company shall ensure
that the annual report remains available and public for the following five years, as a minimum. It is recommended by
the IR Code that the annual reports are published no later than three months after the end of the accounting period,
unless the Company has published an interim report for the fourth quarter within this deadline.
Quarterly
reporting
Quarterly reports (i.e. interim reports for the first and third quarter and half year reports for the first and the last half
of the year) shall be published as soon as possible, and within the second month after the end of the said financial
period. The Company shall ensure that the quarterly report remains available and public for the following five years,
as a minimum.
Half-year and interim reports for the current as well as the preceding three years shall be made available on the
Company’s website.
Presentations Open results presentations shall be held for investors, analysts and other stakeholders. The presentations shall be
available on www.bwenergy.no.
Financial calendar The reporting dates for annual, half-year and quarterly reports shall be stated in the financial calendar, which also
shall include the date of the ordinary general shareholders’ meeting. The financial calendar shall be published on www.
bwenergy.no.
Investor and
analyst meetings
The Company shall hold regular meetings with investors and analysts.
The Company’s ability to provide information about to individual market participants, including investors and analysts,
is limited by regulations applicable to listed companies, including the rules on good stock exchange practices, and the
general requirement of equal treatment.
All presentations used in the meetings will be available on www.bwenergy.no.
Capital
Markets Day
The Company will consider holding a capital markets day when appropriate to keep the market up to date on
development, strategy and outlook. Capital market days will be open to all who wish to attend, and the presentations
will be made available on www.bwenergy.no.
Conferences,
seminars,
symposia, etc.
Representatives from the Company’s management will participate in various conferences and seminars where relevant.
All relevant presentations held by the Company’s management will be published on www.bwenergy.no.
BW Energy Limited | Annual Report 2021 43
GEOGRAPHICAL DISTRIBUTION OF SHAREHOLDERS
20 LARGEST SHAREHOLDERS
Rank Holding Stake Name
1 84,200,503 32.64 BW GROUP LIMITED
2 70,840,553 27.46 BW Oshore Limited
3 12,345,385 4.79 BW Group Limited
4 7,449,391 2.89 JPMorgan Chase Bank, N.A., London
5 6,241,683 2.42 The Northern Trust Comp, London Br
6 4,165,743 1.61 VERDIPAPIRFONDET STOREBRAND NORGE
7 4,109,526 1.59 Brown Brothers Harriman (Lux.) SCA
8 3,911,670 1.52 Citibank Europe plc
9 3,721,010 1.44 DNB Luxembourg S.A.
10 3,017,864 1.17 Citibank Europe plc
11 2,214,662 0.86 JPMorgan Chase Bank, N.A., London
12 1,947,262 0.75 SEB CMU/SECFIN POOLED ACCOUNT
13 1,334,401 0.52 Danske Invest Norge Vekst
14 1,333,060 0.52 Skandinaviska Enskilda Banken AB
15 1,247,475 0.48 MP PENSJON PK
16 1,245,117 0.48 VERDIPAPIRFONDET FIRST GENERATOR
17 1,233,481 0.48 VERDIPAPIRFONDET DNB SMB
18 1,195,480 0.46 SOBER AS
19 1,155,837 0.45 JPMorgan Chase Bank, N.A., London
20 1,101,425 0.43 NORDNET LIVSFORSIKRING AS
Date: 31 December 2021
Norway 14.0%
Luxenbourg 4.4%
United Kingdom 4.4%
Ireland 3.6%
United States 4.9%
Sweden 2.2%
Other 1.5%
Bermuda
64.9%
BW Energy Limited | Annual Report 202144
Sustainability Summary
Guided by purpose, vision, and principles, BW Energy
aspires to achieve sustainable development by striking
a fair balance between financial results, value creation,
sustainability, and corporate responsibility.
46 BW Energy Limited | Annual Report 2021
Integrating Sustainability
BW Energy’s ambition is to sustainably develop and produce oil and gas
fields by reducing the environmental impact of its operations and increasing
the Company’s contribution to society. BW Energy integrates sustainability
into the mindset and way of doing business.
May 2021
Finalization of E&S
Action Plan for
Dussafu Field
• Critical Habitat
Assessment
• Biodiversity Action Plan
• BAT Assessment
• Flaring Reduction Plan
September 2018
First Oil
•
Adolo
, Gabon
• 2 wells online
June 2021
Initiation of
Stakeholder
Engagement
• Gabon, utilizing local
content 3rd Party
• Aligned with World Bank
Guidelines
April 2021
Initiation of
Sustainability
Reporting Project
• Aligned with IOGP and
IPIECA Guidelines
Drilling of more
wells, additional
production, steady
state operations
September 2021
Issuance of
Emissions Reporting
Methodology
• Aligned with IOGP and
IPIECA Guidelines
March 2021
Initiation of
Management System
Project
• Aligned with IOGP
Guidelines
• Roll-out by end of 2022
February 2020
BW Energy IPO
November 2021
Issue of Draft ESIA
Addendum for
Dussafu
• Meeting best industry
practice expectations
(IFC, WB, EP IV)
December 2021
Initiation of
onboarding of
Hibiscus Alpha
oshore crew
• Oshore Installation
Managers (OIMs)
• In preparation for safe
and ecient operations
February 2021
First Sustainability
Report
• Addition of Sustainability
Function
November 2020
Hibiscus / Ruche
Development Project
Pivot
•
Hibiscus Alpha
Rig
Conversion
• Tie-in to
Adolo
• Operated by BW Energy
See the BW Energy stand-alone Sustainability Report for additional information.
47BW Energy Limited | Annual Report 2021
2021 ESG KPIs
BW Energy Limited | Annual Report 202148
Health and Safefy 
HEALTH & SAFETY STATISTICS

TRI
LTI (including Contractors)
2021 Hours Worked – BWE, Contractors, BW AdoloFPSO 
SECURITY & ENVIRONMENT STATISTICS
Environmental Spills > 1 bbl 
Security Incidents 
Table1: Health and safety Performance KPIs
Environmental Performance Unit 
ENERGY

Energy consumption oshore GJ 
GREENHOUSE GAS EMISSIONS
CO2 equivalent Te 
N2O Te 
CH4 (Methane) Te 
CO2 Te 
CO2 equivalent per barrel produced kgbbl 
NON-GREENHOUSE GAS EMISSIONS
CO Te 
NOx
Te 
SO2
Te 
nmVOC Te 
FLARING
Flared Gas mmscf 
MARINE DISCHARGES & CHEMICAL MANAGEMENT
Produced Water Discharged to sea bbl 
Oil in Water Content ppm 
WASTE
Total waste m 
General Waste m 
Recyclable Waste m DNR
Hazardous Waste m 
Table 2: Environmental KPIs
People - Gender Split (Female / Male) 
Management 0% / 100%
Board of Directors 20% / 80%
Total Employees and Long-Term Contractors = 140 34% / 66%
Table 3: Social KPIs
Note: Comparative figures have not been included as methodology has changed. Refer to Additional information on
Calculations of Environmental KPIs in the standalone BW Energy Sustainability Report.
DNR – data not recorded
BW Energy focuses on its employees and organisation, and the opportunities it can provide for the wider com-
munity. The Company is deeply aware of the importance of its people and their contribution to meeting oper-
ational and financial objectives. Ensuring the safety and wellbeing of its employees is BW Energy’s greatest
responsibility; therefore, all processes seek to leverage human performance and a strong culture of care.
Human rights, anti-discrimination and fair employment
The Code of Ethics and Business Conduct represent the commitment to respect for the individual, upholding
human rights and instituting fair and ethical employment practices. BW Energy’s human capital policies with
routines and procedures are aligned with ethical and compliant business practices, such as rules for transparent
recruitment and provision of employment agreements establishing rights and entitlements for personnel.
The Company is committed to treating all persons with dignity and respect in the conduct of their duties and
responsibilities. BW Energy prohibits unlawful discrimination based on ethnic or national origin (including pro-
tection for indigenous peoples), age, gender identity or expression, sexual orientation, marital status or family
structure, religion or disability. Inappropriate workplace conduct, such as harassment, violence or discrimination
is not tolerated.
A non-discriminating and
fair employer
BW Energy Limited | Annual Report 2021 49
BW Energy supports the United Nations Universal Declaration of Human Rights and the standards advised by
the International Labour Organisation. Slavery, forced labour, child labour, torture and other violations of human
rights are totally unacceptable.
Third parties providing goods and services to BW Energy are expected to comply with human rights and rele-
vant employment practices. Contractor due diligence is conducted as part of eorts to ensure that the various
supply chains operate in an ethical and responsible manner to prevent slavery, human tracking, forced or child
labour and any other violations of human rights and labour standards.
Working for BW Energy
The headcount in BW Energy reflects a highly ecient corporate structure based on a core team supported
by specialist competence and capacity, partially subcontracted from BW Oshore. On 31 December 2021, BW
Energy had approximately 140 employees, including contractors and consultants.
Workforce diversity and equal opportunity
BW Energy consists of people with a wide range of experiences, backgrounds and characteristics. The Company
continues to build a diverse workforce by attracting, recruiting, developing and retaining people of regardless of
gender identity, sexual orientation, nationality, religion and age, across all types of positions.
BW Energy believes that diversity promotes healthy collaboration and positive development of the Company’s
capabilities and operates with multinational teams at all oshore and onshore locations.
The Company’s strategy is to deliver local content to meet and exceed local requirements. Developing local con-
tent and competencies strengthens the Company’s position and operational abilities. A strong local connection
provides knowledge, widens the available competence base and supports the development of a joint company
culture.
BW Energy continuously invests in employee training and competency in cooperation with BW Oshore. This
includes the BW Academy, which is an internal e-learning platform, currently oering over 166 courses which are
available for all employees. In addition to e-learning, the Company supports personal development and training
by internal or external courses, within the categories of Leadership development, induction training, internships,
professional and technical training.
Performance Management
BW Energy holds Performance Dialogues (formerly Performance Appraisals) with all employees to formalise
the performance management process as an important element of leadership and people development for both
managers and employees. The process ensures open discussion on expectations, feedback on achievements,
and positive and constructive feedback between managers and employees, as well as setting objectives for the
coming period.
Fair compensation structures
BW Energy applies a meritocratic approach to ensure that the compensation framework supports the Company’s
long-term business strategy and delivers a total compensation that fairly reflects each Employee’s contribution
and performance. The salaries and benefits oered by the Company and by subcontractors on the operated
fields operated are significantly higher than local minimum wages.
The Remuneration Committee is appointed by the Board to assist the Board by making recommendations and
otherwise preparing the basis for Board decisions regarding executive remuneration and the benefits strategy of
the Company. Executive remuneration and variable compensation schemes are subject to annual review and the
discretion of the Board in accordance with the Company’s governance.
BW Energy takes a holistic view of various factors to determine and ensure that total employee compensation is
fair and above the minimum legal requirements in the various locations in which the Company operates. Factors
included when determining compensation are position, competence and results and performance. The compen-
sation model consists of a base salary and cash compensation that is aligned and competitive in the markets in
which the Company operates. Additional compensation may be paid through:
BW Energy Limited | Annual Report 202150
• Variable Compensation Schemes based on the annual performance related to the Company (financial and
sustainability results) and the Employee’s individual performance.
• Long-term Incentive (LTI) programmes with stock-based compensation to incentivise long-term value creation
for the Company, and to align the interests of the participating employees with the interests of the shareholders.
• Benefits, representing pension plans and insurance schemes, for employees in all locations are aligned with or
above local legislations and markets.
Collective bargaining agreement
BW Energy is committed to supporting Freedom of Association and Collective Bargaining. This is clearly stated in
the Code of Ethics and Business Conduct. Collective Bargaining is a negotiation process between the Employers
and unionised Employees to regulate the terms and conditions, which include wages, working conditions, bene-
fits and other aspects of workers’ compensation and rights for workers. Currently, BW Energy has no employees
covered under Collective Bargaining agreements.
Supporting local communities
As a prudent and responsible operator, BW Energy is committed to develop safe and long-term stable pro-
duction from the Dussafu license while maximising recovery for the Gabonese state and partners. As a socially
responsible corporation, BW Energy supports the region by contributing to the Gabonese Hydrocarbon Support
Fund as well as to local training and social programs.
Future priorities
BW Energy continues to support nationalisation programs to increase the percentage of local workforce o-
shore and onshore as well as health initiatives in the communities in which BW Energy employees work and live.
In 2021, BW Energy continued its local initiatives in Mayumba, a village located nearby the Dussafu
field, the Company provided academic support for students taking High School Degree exams result-
ing in a success rate of approximately 95%. In July, BW Energy supported renovations at Omar Bongo
University in Libreville of a library and amphitheatre. These activities are part of a long-term commit-
ment to further support the development of Gabon.
BW Energy Limited | Annual Report 2021 51
Consolidated
financial statements
Consolidatedfinancialstatements
ConsolidatedStatementofIncome
ConsolidatedStatementofComprehensiveIncome
ConsolidatedStatementofFinancialPosition
ConsolidatedStatementofChangesinEquity
ConsolidatedStatementofCashFlows
Notes
Reportingentity
 Significantaccountingpolicies
 SignificantAccountingEstimatesandJudgements
 Revenue
 Operatingexpenses
 Earningspershare
 Employeebenefitexpensesremuneration
todirectorsandauditors
 Incometaxes
 Inventories
 Tradeandothercurrentassets
 Cashandcashequivalents
 Propertyplantandequipment
 Intangibleassets
 Sharecapital
 Tradeandotherpayables
 Provisionsandcontingentassetsandliabilities
 Financialriskmanagement
 Listofsubsidiaries
 Acquistionsanddisposals
 Leases
 Commitments
 Relatedpartiestransactions
 COVID-
 Subsequentevents
 Reserves(unaudited)
Parentcompanyfinancialstatements
StatementofIncome
StatementofComprehensiveIncome
StatementofFinancialPosition
StatementofChangesinShareholders’Equity
StatementofCashFlows
Notes
 Reportingentity
 Accountingpolicies
 Revenue
 Operatingexpenses
 Incometax
 Sharecapital
 Financialassetsandliabilities
 Financialriskmanagement
 Sharesinsubsidiaries
 Intercompanyreceivablesandpayables
Responsibilitystatement
Alternativeperformancemeasures
Independentauditor’sreport
Table of contents
52 BW Energy Limited | Annual Report 2021
Consolidated Statement of Income
USDMILLION(YearendedDecember) Note  
Total revenues 4 271.5 160.3
Operating expenses 5,7 (124.3) (73.3)
Operating profit before depreciation, amortisation, impairment and sale of asset 147.2 87.0
Depreciation and amortisation 12,13,20 (62.1) (70.9)
Impairment/(reversal) charges 13 13.3 (13.2)
Net gain/(loss) on property, plant and equipment - (1.2)
Operating profit 98.4 1.7
Interest income 0.7 0.9
Net currency gain/ (loss) 0.1 (0.9)
Other financial items 20 (10.4) (13.9)
Net financial items (9.6) (13.9)
Profit/(loss) before tax 88.8 (12.2)
Income tax expense 8 (36.8) (28.9)
Net profit/(loss) for the year 52.0 (41.1)
The notes on pages 58-81 are an integral part of these financial statements.
BW Energy Limited | Annual Report 2021 53
Consolidated Statement of Comprehensive Income
USDMILLION(YearendedDecember)  
Net profit/(loss) for the year 52.0 (41.1)
Other comprehensive income
Items to be reclassified to profit or loss:
Currency translation dierences - -
Net items to be reclassified to income or loss - -
Total comprehensive income for the year 52.0 (41.1)
The notes on pages 58-81 are an integral part of these financial statements.
BW Energy Limited | Annual Report 202154
Consolidated Statement of Financial Position
USDMILLION(AsatDecember) Notes  
ASSETS
Property, plant and equipment 12 351.3 239.5
Intangible assets 13 175.2 110.2
Right-of-use-assets 20 197.2 226.5
Derivatives 17 2.1 -
Other non-current assets 1.6 3.3
Total non-current assets 727.4 579.5
Inventories 9 7.4 8.4
Trade and other current assets 10, 22 71.8 54.6
Cash and cash equivalents 11 150.9 120.6
Total current assets 230.1 183.6
Total assets 957.5 763.1
EQUITY AND LIABILITIES
Share capital 14 2.6 2.3
Share premium 550.1 475.4
Retained earnings/accumulated deficit 16.5 (34.5)
Total equity 569.2 443.2
Deferred tax liabilities 8 6.9 4.9
Derivatives 17 - 0.4
Asset retirement obligations 16 14.2 13.0
Long-term lease liabilities 20 213.6 233.1
Other non-current liabilities 22 50.3 -
Total non-current liabilities 285.0 251.4
Trade and other payables 15, 22 83.7 49.4
Short-term lease liabilities 20 19.6 19.1
Total current liabilities 103.3 68.5
Total equity and liabilities 957.5 763.1
The notes on pages 58-81 are an integral part of these financial statements.
23 February 2022
Mr. Andreas Sohmen-Pao
Chairman
Mr. William Russell Scheirman
Director
Mr. Marco Beenen
Director
Ms.Hilde Drønen
Director
Mr. Tormod Vold
Director
BW Energy Limited | Annual Report 2021 55
Consolidated Statement of Changes in Equity
USDMILLION Sharecapital Sharepremium
Retained
earnings
accumulated
deficit
Share-holders
equity Totalequity
Equity at 1 January 2020 1.9 349.3 11.9 363.1 363.1
Loss for the period - - (41.1) (41.1) (41.1)
New shares issued as part of IPO 0.4 122.4 - 122.8 122.8
Transaction costs on issue of shares - - (5.3) (5.3) (5.3)
Gain from stabilisation shares - 3.7 - 3.7 3.7
Total equity at 31 December 2020 2.3 475.4 (34.5) 443.2 443.2
Equity at 1 January 2021 2.3 475.4 (34.5) 443.2 443.2
Profit for the period - - 52.0 52.0 52.0
Proceeds from share issue 0.3 74.7 - 75.0 75.0
Transaction cost on issue of shares - - (1.4) (1.4) (1.4)
Share-based payments - - 0.4 0.4 0.4
Total equity at 31 December 2021 2.6 550.1 16.5 569.2 569.2
The notes on pages 58-81 are an integral part of these financial statements.
BW Energy Limited | Annual Report 202156
Consolidated Statement of Cash Flows
USDMILLION(YearendedDecember) Note  
Operating activities
Profit/(loss) before tax 88.8 (12.2)
Adjustment for:
Currency exchange dierences 0.5 0.6
Fair value change on financial instruments  (2.5) 0.4
Depreciation and amortisation 12, 13, 20 62.1 70.9
Impairment/(reversal) charges  (13.3) 13.2
Gain on sale of property, plant and equipment - 1.2
Share-based payment expense 0.4 -
Changes in asset retirement obligations  0.7 0.5
Add back of interest income (0.7) (0.9)
Changes in net working capital 7.5 2.5
Taxes paid in kind (34.6) (26.7)
Net cash flows from operating activities 108.9 49.5
Investing activities
Investment in property, plant and equipment  (40.7) (49.6)
Investment in intangible assets  (80.5) (24.9)
Interest received 0.7 0.9
Net cash flows used in investing activities (120.5) (73.6)
Financing activities
Repayment of interest-bearing debt  - (27.5)
Proceeds from share issue  75.0 122.8
Proceeds from stabilisation shares  - 3.7
Transaction costs on issue of shares  (1.4) (5.3)
Payment of lease liabilities  (31.7) (30.0)
Net cash flows from/(used in) financing activities 41.9 63.7
Net change in cash and cash equivalents 30.3 39.6
Cash and cash equivalents at 1 January 120.6 81.0
Cash and cash equivalents at 31 December  150.9 120.6
The notes on pages 58-81 are an integral part of these financial statements.
BW Energy Limited | Annual Report 2021 57
Notes
Note 1Reporting entity
BW Energy Limited, was incorporated on 22 May 2019 as an exempted company limited by shares under the laws of
Bermuda and in accordance with the Bermuda Companies Act. BW Energy Limited registered oce is at Washington Mall
Phase 2, 4th Floor, Suite 400, 22 Church Street, Hamilton HM1189, Bermuda. BW Energy Limited (hereafter the "Company")
is the parent company of the Company and its consolidated subsidiaries (hereafter "BW Energy Group").
BW Energy Limited is listed on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange).
BW Energy Group is engaged in oil and gas exploration and production activities.
Note 2Significant accounting policies
Basis of accounting
The consolidated financial statements of BW Energy Group have been prepared pursuant to International Financial Reporting
Standards (‘IFRS’) as adopted by the European Union (‘EU’). The consolidated financial statements have been prepared in
accordance with the historical cost convention with some exceptions, as detailed in the accounting policies set out below.
The consolidated financial statements were approved by the Board of Directors on 23 February 2022.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of complying with BW Energy Group’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements, are disclosed in Note 3.
Functional and presentation currency
These consolidated financial statements are presented in United States Dollars (USD). This is also the functional currency of
the parent company and most of its subsidiaries. The functional currency is determined in each entity in BW Energy Group
based on the currency within the entity's primary economic environment. All figures are in USD million if not otherwise
stated. Because of rounding dierences, numbers and or percentages may not add up to the total. Figures in brackets refer
to corresponding figures for 2020.
Changes in significant accounting policies
Various new standards are eective from 1 January 2021 and none of these changes have a significant impact on BW Energy
Group’s financial statements.
Standards issued but not yet eective
A number of new standards are eective for annual periods beginning after 1 January 2022 and earlier application is per-
mitted; however, BW Energy Group has not early adopted the new and amended standards in preparing these consolidated
financial statements.
The following new and amended standards are not expected to have a significant impact on BW Energy Group’s consoli-
dated financial statements.
· Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
· Onerous Contracts – Cost of fulfilling a Contract (Amendments to IAS 37)
· Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
· COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
· Annual Improvements to IFRS Standards 2018-2020
· Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
· Reference to Conceptual Framework (Amendments to IFRS 3)
· Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
· IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts
· Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
· Definition of Accounting Estimates (Amendments to IAS 8)
BW Energy Limited | Annual Report 202158
Basis for consolidation
Subsidiaries
The subsidiaries are legal entities (including special purpose entities) controlled by BW Energy Group. Control is achieved
when BW Energy Group is exposed or has rights to variable returns from its involvement with a company in which it has
invested and has the ability to use its power to aect its returns from this company. Subsidiaries are fully consolidated from
the date on which control commences until the date on which control ceases.
Interests in joint arrangements
IFRS defines a joint arrangement as an arrangement over which two or more parties have joint control. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities
(being those that significantly aect the returns of the arrangement) require unanimous consent of the parties sharing
control.
BW Energy Group has classified its E&P licenses as joint operations and recognizes investments in its E&P licenses by report-
ing its share of related revenues, expenses, assets, liabilities, and cash flows under the respective items in the consolidated
financial statements of BW Energy Group.
Transactions eliminated on consolidation
Intercompany transactions, balances, and unrealised gains on transactions between group companies are eliminated.
Foreign currency transactions
Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction.
At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary
items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction and
non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was measured. Foreign currency dierences are generally recognised in profit or loss and presented
within finance costs.
Classification of assets and liabilities
Assets for long-term ownership or use are classified as non-current assets. Other assets are classified as current assets.
Liabilities which fall due more than one year after being incurred are classified as non-current liabilities. Liabilities which fall
due less than one year after they are incurred are classified as current liabilities.
Revenue
BW Energy Group’s revenues derive from production of crude oil.
Revenue from contracts with customers
Revenue from the sale of crude oil is recognised when a customer obtains control (sales method), normally this is when title
passes at point of delivery. Revenues from production of oil properties are recognised based on actual volumes lifted and
sold to customers during the period.
Where BW Energy Group has lifted and sold more than the ownership interest, an accrual is recognised for the cost of the
overlift. Where BW Energy Group has lifted and sold less than the ownership interest, costs are deferred for the underlift.
Overlift and underlift on the consolidated statement of financial position date are valued at production cost. Lifting imbal-
ances are a part of the operating cycle and as such classified as other current liabilities/assets.
Other revenues
Profit oil tax
BW Energy Group is obligated to pay profit oil tax on the production of crude oil. Payment of profit oil tax can either be
settled in cash or in kind (crude oil). In kind payment of profit oil tax is separately lifted by the government for its entitled
share of crude oil. Profit oil tax settled in kind is presented in the consolidated statement of profit and loss as income tax
expense with a corresponding increase in other revenues.
Royalty
In accordance with the provisions of the Dussafu Profit Sharing Contract (“PSC”), BW Energy Group has the obligation to
make certain royalty payments to the government of Gabon with a variable percentage based on gross daily production
levels. Under the PSC, the Government of Gabon may elect to receive payment for royalties either in cash or in kind (crude
oil). Royalty expense incurred in cash is recognised in operating expenses in the consolidated statement of profit and loss.
Royalty settled in kind is presented net of revenues. Unpaid royalty expense in cash is accounted for in the consolidated
statement of financial position as trade and other payables, unpaid royalty expense in kind is reflected in the over / underlift
position.
BW Energy Limited | Annual Report 2021 59
Employee benefits
Share-based payment
The grant date fair value of equity settled share-based payment arrangements granted to employees is recognised as an
employee benefits expense, with a corresponding increase in equity, over the vesting period of the awards. The amount
recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market perfor-
mance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards
that meet the related service and non-market performance conditions at the vesting date.
Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
Taxes
BW Energy Group may be subject to income tax in the countries in which it operates. BW Energy Group provides for tax on
profit based on the profit for financial reporting purposes, adjusted for non-taxable revenue and expenses.
Income tax expense represents the sum of tax currently payable, changes in deferred tax liabilities and deferred tax assets.
Deferred tax liabilities / assets are calculated on all dierences between the book value and tax value of assets and liabilities.
Deferred tax assets are recognised when it is probable that the company will have a sucient profit for tax purposes in
subsequent periods to utilise the tax asset. Previously unrecognised deferred tax assets are recognised to the extent it has
become probable that the deferred tax asset can be utilised. Similarly, the deferred tax asset is reduced to the extent that it
is no longer regarded as probable that the deferred tax asset can be utilised.
Deferred tax liabilities and deferred tax assets are measured on the basis of the enacted or substantially enacted tax rates
applicable to the respective entity in BW Energy Group where temporary dierences have arisen. Deferred tax liabilities and
deferred tax assets are recognised at their nominal value. Deferred income tax assets and liabilities are oset when there is
a legally enforceable right to oset current tax assets against current tax liabilities and when the deferred income becomes
taxable.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Production sharing contracts (PSCs)
The PSCs provide that the income tax to which the contractor is subject is deemed to have been paid to the government
as part of the payment of profit oil as regulated by the PSC. BW Energy Group present this as an income tax expense
with a corresponding increase classified as other revenues. This accounting presentation does not have a net impact on the
statement of comprehensive income.
Intangible assets
Exploration and evaluation assets
IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’ requires exploration and evaluation assets to be classified as
tangible or intangible assets according to the nature of the assets. BW Energy Group uses the ‘successful eorts’-method
of accounting for exploration and evaluation costs. Exploration and evaluation expenditure are capitalised when it is con-
sidered probable that future economic benefits will be generated. Expenditure that fails to meet this criterion are generally
expensed in the period they are incurred.
License acquisition costs, exploration costs, geological expenses and other directly attributable expenses are classified as
intangible assets. Exploration assets classified as intangible assets are assessed for impairment at regular intervals.
Once commercial reserves have been discovered, and a development plan has been approved, the carrying value of the
relevant assets are transferred to property, plant and equipment. Further expenditure for development of a field, such as
drilling production wells, installation of platforms and other structure is capitalised as tangible assets.
No amortisation or depreciation is charged during the development and until production commences.
Other intangible assets
Other intangible assets includes an Intellectual Property (IP) agreement acquired by BW Energy Group. The IP is measured
at discounted cost less accumulated amortisation and any accumulated impairment losses. The IP has an estimated useful
life of 16 years linked with Dussafu life of field.
BW Energy Limited | Annual Report 202160
Property, plant, and equipment (PP&E)
Measurement
PP&E are measured at cost less accumulated depreciation and impairment charges. This includes costs of material, direct
labour, and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capa-
ble of operating in the manner intended by management, including financial costs paid during construction, attributable
overheads and estimate of costs of demobilising the asset. PP&E include capital expenditure incurred under terms of PSC
qualifying for recognition as assets.
Subsequent costs are included in the asset’s carrying amount, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to BW Energy Group and the cost of the item can be measured reliably.
Depreciation
Depreciation will start when an item of PP&E is ready for use as intended by management.
The estimated useful lives of the categories of PP&E are as follows:
Crude oil production assets are depreciated using the unit-of-production method. Unit-of-production rates are based on
proved and probable reserves (2P) estimated to be recovered from the area during the concession period. Oil volumes are
considered produced once they have been measured onboard the storage tank on the FPSO.
Other PP&Es, like IT equipment, oce equipment and cars: 3-5 years
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher
than its estimated recoverable amount.
Impairment
Non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount that the asset’s carrying amount exceeds
its recoverable amount, being the higher of an asset’s fair value less cost of disposal and its value in use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for which there are separate identifiable cash flows (cash-gen-
erating units). Each exploration and exploitation license are considered a separate cash-generating unit as long as it is
connected to its own production facility.
At the end of each reporting period BW Energy Group will assess whether there is any indication that an impairment rec-
ognised in previous periods may no longer exist or may have decreased. If any such indication exists, BW Energy Group will
estimate the recoverable amount of the asset. If the recoverable amount is higher than the carrying amount of the asset, the
carrying amount of the asset will be increased to its recoverable amount. The increase shall not exceed the carrying amount
that would have been determined if no impairment loss had been recognised in previous periods. Previously recognised
impairments should be reversed if there are significant changes with a favourable eect in the indicators.
Borrowing costs
Borrowing costs directly attributable to development of oil and gas field, which take a substantial period to get ready for
their intended use, are added to the cost of the asset until the assets are ready for their intended use. Borrowing cost con-
sists of interest expense, which BW Energy Group incurs in connection with the borrowing of funds.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instru-
ment of another entity.
Financial assets
BW Energy Group’s financial assets are trade receivables and cash and cash equivalents.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow charac-
teristics and BW Energy Group’s business model for managing them. Except for trade receivables that do not contain a
significant financing component, BW Energy Group initially measures a financial asset at its fair value plus, (in the case of a
financial asset not at fair value through profit or loss), transaction costs. BW Energy Group classifies its financial assets at
amortised cost.
Financial assets at amortised cost
BW Energy Group measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual
cash flows
BW Energy Limited | Annual Report 2021 61
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the eective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
BW Energy Group's financial assets at amortised cost includes trade and other receivables and other non-current assets.
Trade receivables that do not contain a significant financing component are measured at the transaction price determined
under IFRS 15 Revenue from contracts with customers.
Impairment of financial assets
For trade and other receivables and other non-current assets, BW Energy Group applies a simplified approach in calculating
Estimated Credit Losses (ECLs). Therefore, BW Energy Group does not track changes in credit risk, but instead recognises
a loss allowance based on lifetime (ECLs) at each reporting date, based on its historical credit loss experience.
BW Energy Group considers a financial asset in default when internal or external information indicates that BW Energy
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements
held by BW Energy Group. A financial asset is written o when BW Energy Group has no reasonable expectations of
recovering the contractual cash flows. BW Energy Group individually makes an assessment with respect to the timing and
amount of write-o based on whether there is a reasonable expectation of recovery. This assessment is based on historical
experience of recoveries of similar assets. BW Energy Group expects no significant recovery from the amount written o.
However, financial assets that are written o could still be subject to enforcement activities in order to comply with BW
Energy Group’s procedures for recovery of amounts due.
Financial liabilities
Financial liabilities are classified as measured at amortised cost except for financial liabilities at fair value through profit of
loss (FVTPL). Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value. Other
financial liabilities are subsequently measured at amortised cost using the eective interest method. Interest expense and
foreign exchange gains and losses are recognised in the consolidated statement of income, as well as any gain or loss on
derecognition.
Derivatives are financial liabilities when the fair value is negative and as financial assets when the fair value is positive.
Inventories
Inventories, other than inventories of crude oil, are valued at the lower of cost or net realisable value. Cost of materials and
other consumables is determined by the weighted average cost method and cost on fuel oil is determined by ‘first-in-first-
out’ (FIFO) method. The cost of inventories comprises the purchase price, import duties and other taxes, transport, handling,
and other costs directly attributable to the acquisition of finished goods, materials, and services.
Crude oil inventory is valued at production cost including depreciation. Production cost is the weighted average production
cost for the period.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in the equity as a deduction, net of tax, from the proceeds.
Provisions and contingent assets and liabilities
Provisions are recognised when BW Energy Group has a legal or constructive obligation resulting from past events, when
it is likely that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can
be made. Where BW Energy Group expects a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The
increase in the provision due to passage of time is recognised as interest expense.
Contingent liabilities are not recognised in the consolidated financial statements. Contingent liabilities are disclosed, unless
the likelihood of the contingent loss is assessed as remote.
Contingent assets are not recognised in the consolidated financial statements but are disclosed if there is a certain proba-
bility that the benefit will be added to BW Energy Group.
BW Energy Limited | Annual Report 202162
Asset retirement obligations (ARO)
Provisions for ARO are recognised when BW Energy Group has a legal or constructive obligation to cover expenses associ-
ated with dismantling and removal of assets, and when a reliable estimate of this liability can be made.
ARO are recognised based on the present value of the estimated cash outflows to be incurred to conduct abandonment
activities, considering relevant risks and uncertainties. The corresponding amount is recognised to the related PP&E in the
Consolidated Statement of Financial Position and depreciated using the same depreciation method used for the asset.
ARO will be assessed annually to incorporate the annual revisions to the estimated retirement costs, discount rate and
retirement date estimates. Changes in estimates will be recognised as an adjustment to the provision and the corresponding
PP&E.
In the event of decrease in the ARO provision related to a producing asset exceeds the carrying amount of the asset, the
excess is recognised as a reduction of depreciation, amortisation, and net impairment losses in the Consolidated Statement
of Income.
When an asset has reached the end of its useful life, all subsequent changes to the ARO provision are recognised when they
occur in operating expenses in the Consolidated Statement of Income.
Leases
BW Energy Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease
if the contract transfers the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract transfers the right to control the use of an identified asset, BW Energy Group uses the defini-
tion of a lease in IFRS 16.
The group as a lessee
BW Energy Group applies a single recognition and measurement approach for all leases except for short-term leases and
leases of low value. BW Energy Group recognises lease liabilities to make lease payments and right-of-use assets represent-
ing the right to use the underlying assets.
Right-of-use assets
BW Energy Group recognises a right-of-use asset and a lease liability at the commencement date of the lease. Right-of-use
assets are measured at cost and depreciated using the straight-line method from the commencement date to the end of the
lease term. Right-of-use assets used in BW Energy’s oil production is depreciated using the unit-of-production method. In
addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date. In calculating the present value, BW Energy Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Lease payments included in the measurement of the lease liability comprise the following:
· Fixed payments, including in-substance fixed payments;
· Variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commence-
ment date
The lease liability is measured at amortised cost using the eective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate or if BW Energy Group changes its assessment of whether
it will exercise an extension or termination option. When the lease liability is remeasured in this way, a corresponding adjust-
ment is made to the carrying amount of the right-of-use asset or is recorded in the Consolidated Statement of Income if the
carrying amount of the right-of-use asset has been reduced to zero.
BW Energy Group determines its incremental borrowing rate by obtaining interest rates from various external financing
sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Short-term leases and leases of low value
BW Energy Group applies the short-term lease recognition exemption to its short-term leases. A short-term lease is a lease
that have a lease term of 12 months or less from the commencement date. It also applies the low-value exemption to leases
of oce equipment that are considered to be low value. Lease payments for these leases are recognised as an expense on
a straight-line basis over the lease term. BW Energy Group has elected to not separate non-lease components and account
for the lease and the non-lease components as a single lease component.
BW Energy Limited | Annual Report 2021 63
Note 3Significant accounting estimates and judgments
The preparation of the consolidated financial statements requires use of estimates and assumptions. The following is a sum-
mary of the assessments, estimates and assumptions made that could have a material eect on the consolidated financial
statements. Actual results may dier from these estimates.
Reserves and resources estimate
Hydrocarbon reserves are estimates of the number of hydrocarbons that can be economically and legally extracted from
BW Energy Group’s oil properties. BW Energy Group estimates its commercial reserves and resources with support from
an independent third party. Commercial reserves are determined using estimates of oil in place, recovery factors and com-
modity prices. Forecasted oil prices are based on available market data. BW Energy Group has used oil prices based on
price deck from an external industry consultant. Future development costs are estimated using assumptions as to the
infrastructure required to produce the commercial reserves, whether a platform is needed, number of wells, the cost of such
wells and other capital costs. The proven and probable reserves (2P) are used for calculation of depreciation of E&P assets
by applying the unit of production method. Changes to the reserve estimate might have an impact on depreciation and can
indicate a possible trigger for impairment.
Asset retirement obligations
Asset retirement costs will be incurred by BW Energy Group at the end of the operating life of some of BW Energy Group’s
facilities and properties. BW Energy Group assesses its retirement obligations at each reporting date. The ultimate asset
retirement costs are uncertain and cost estimates can vary in response to many factors, including changes to relevant legal
requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing,
extent and amount of expenditure can also change, for example in response to changes in reserves or changes in laws and
regulations or their interpretation. Therefore, significant estimates and assumptions, including estimated retirement costs,
discount rates, and estimated retirement dates, are made in determining the provision for asset retirement obligations. As
a result, there could be significant adjustments to the provisions established which would aect future financial results. The
provision at the reporting date represents management’s best estimate of the present value of the future asset retirement
costs required.
Impairment (reversal) of non-current assets
Management must determine whether there are circumstances indicating a possible impairment of BW Energy Group’s
non-current assets. The estimation of the recoverable amount for the E&P assets includes assumptions of expected future
cash flows and future market conditions, including entitlement production, future oil and gas prices, asset specific risk
factors, expected reserves and the date of expiration of the licenses.
All impairment (reversal) assessment calculations demand a high degree of estimation. Management must make complex
assessments of the expected cash flows arising from such assets and the selection of discount rates. Changes to these
estimates could have significant impact on the impairment (reversals) recognised and future changes may lead to additional
impairments or to reversals of previously recognised impairments.
Note 4Revenue
Revenue streams
BW Energy Group generates revenue primarily from sale of crude oil. BW Energy Group currently has two customers (two
customers in 2020). All revenue originates in Gabon. BW Energy Group currently has one segment.
Other revenues primarily comprise profit oil tax settled in kind. The majority of BW Energy Group’s tax expense is related to
the operation of the Dussafu PSC arrangement in Gabon. Taxation under this PSC arrangement is based on the government
of Gabon’s entitled share of profit oil production paid in kind. Under this arrangement taxation is based on a set percentage
of average daily production volumes.
BW Energy Limited | Annual Report 202164
USDMILLION  
Revenue from contracts with customers  126.1
Other revenue  34.2
Total revenue  160.3
Note 5Operating expenses
USDMILLION  
Employee benefit expenses  8.7
Operating expenses  64.6
Total operating expenses  73.3
Royalty expense incurred for 2021 amount to USD 9.6 million (USD 5.7 million).
Note 6Earnings per share
Basic
Basic earnings per share are calculated by dividing the net result attributable to the shareholders of the parent by the
weighted average number of ordinary shares in issue during the year.
USDTHOUSAND  
Issued ordinary shares at 1 January  
Eect of share issued  
Weighted-average number of ordinary shares at 31 December  
 
Profit attributable to ordinary shareholders  ()
Weighted-average number of ordinary shares (in '000)  
Basic earnings per share net  ()
Diluted
The calculation of diluted EPS has been based on the following profit attributable to ordinary shareholders and weighted -
-average number of ordinary shares outstanding after adjustment for the eects of all dilutive potential ordinary shares.
USDTHOUSAND  
Weighted-average number of ordinary shares (basic)  
Eect of share option on issue  -
Weighted-average number of ordinary shares (diluted) at 31 December  
 
Profit attributable to ordinary shareholders  ()
Weighted-average number of ordinary shares (diluted in '000)  
Diluted earnings per share net  ()
BW Energy Limited | Annual Report 2021 65
Note 7Employee benefit expenses, remuneration to directors and auditors
USDMILLION  
Wages, administrative personnel  7.9
Social security contributions  0.7
Pension  0.1
Share-based payment  -
Total employee benefit expenses  8.7
 
Average number of employees  32
Top Management Remuneration
USD Salary Bonus Pension
Share
options RSUs
Other
benefits
Numberof
shares
2021 2,293,753 771,914 77,390 799,000 257,993 124,764 3,880,059
2020 1,804,707 720,015 52,714 26,722 2,553,810
In December 2021 Carl K. Arnet, CEO of BW Energy Limited, transferred his 3,721,010 shares in BW Energy Limited to an insurance company that will hold these
shares under a life insurance policy where Carl K. Arnet is the policyholder, bears the investment risk and has discretion to make investment decisions. In 2020,
2,406,288 shares were held by Arnet Energy.
In 2021, Top Management comprises of the followings:
Chief Executive Ocer (CEO), Chief Financial Ocer (CFO), Chief Operating Ocer (COO), Chief Commercial Ocer
(CCO) and Chief Strategy Ocer (CSO).
In 2020, Top Management comprised of the followings:
Full Year - Chief Executive Ocer (CEO), Chief Financial Ocer (CFO) and Chief Operating Ocer (COO). Chief Commercial
Ocer (CCO) with eect from 1 August 2020 and Chief Strategy Ocer (CSO) with eect from 1 December 2020.
Board of Directors’ remuneration
USD Directorsfee
Numberof
shares Shareoptions
2021 430,167 96,622,351 -
2020 302,500 82,339,017 -
Employee remuneration
Variable compensation scheme
The Variable Compensation Scheme (VCS) is awarded in March each year if the Company reaches set goals.
The aggregated bonus pool available for payment is determined with close reference to the Company’s safety performance,
profitability, and shareholder value creation. The overall company performance against performance targets is determined
by the Board of Directors based on recommendation from the Compensation Committee. The CEO’s performance against
performance targets is determined by the Compensation Committee in consultation with the Board of Directors.
The maximum potential pay-out of the Variable Compensation Scheme for the Executive Management Team is set at 6
months’ salary eective from 2020.
BW Energy Limited | Annual Report 202166
Long-term share option program
On 7 July 2021, a Long-Term Incentive Program (LTIP) was initiated. The LTIP is discretionary, and participants are invited
on an annual basis.
The total number of shares awarded under the LTIP for 2021 are 1,289,993, where 1,032,000 are allocated to options that
will give the holder the right to acquire one BW Energy share and 257,993 are allocated to Restricted Share Units (“RSUs”)
providing the holder shares at each vesting event.
The options will have a vesting period of three years, followed by a three-year exercise period. The options will expire 6 years
after the award date. The RSUs are settled in shares immediately following vesting schedule. At time of vesting the shares
will be settled at the Fair Market Value. The RSUs will vest 1/3 annually over three years.
The key terms and conditions related to the grants under these programmes are as follows; all options are to be settled by
the physical delivery of shares.
Grantdate
Numberof
instruments Vestingconditions
Contractual
lifeofoptions
On 7 July 2021  Vesting period of three years, followed by a
three years exercise period
6 years
Total share options 
A total of 16 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 2021 is NOK 30.73.
Measurement of fair values
The fair value of the employee share options has been measured using the Black-Scholes formula. The inputs used in the
measurement of the fair value at grant date were as follows.
Shareoptions
Fair value at grant date (NOK) 7.76
Share price at grant date (NOK) 25.7
Exercise price (NOK) 30.73
Expected volatility (weighted average) 45%
Expected life 4 years
Expected dividends n/a
Risk-free interest rate (based on government bonds) 1.022 %
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price particularly over
the historical period equal to the expected term, adjusted for extreme movements. The expected term of the instruments
has been based on historical experience and general option holder behaviour.
Reconciliation of outstanding share options and RSU
The number and weighted-average exercise prices of share options under the share option programmes were as follows:
Options Numberofoptions
Weighted-average
exerciseprice(NOK)
Outstanding at 1 January - -
Granted during the year 1,032,000 -
Outstanding at 31 December 1,032,000 30.73
Exercisable at 31 December - n/a
BW Energy Limited | Annual Report 2021 67
RSUs Numberofoptions
Weighted-average
exerciseprice(NOK)
Outstanding at 1 January - -
Granted during the year 257,993 -
Outstanding at 31 December 257,993 0.00
Exercisable at 31 December - n/a
Expense recognised in profit or loss
For details of the related employee benefit expenses, see the employee benefit expenses table.
Auditors’ remuneration
USDTHOUSAND  
Audit  255.7
Other services  98.0
Total fees  353.7
KPMG AS is the appointed auditor of BW Energy Group.
Other services are mainly related to buy-side due diligence services provided by the Auditor.
Note 8Income taxes
The income tax expense for the period comprises corporate income tax, profit oil tax and deferred tax.
The majority of BW Energy Group's tax expense is related to the operation of the Dussafu PSC arrangement in Gabon.
Taxation under this PSC arrangement is based on the government of Gabon's entitled share of profit oil production paid in
kind. Under this arrangement profit oil taxation is based on a set percentage of average daily production volumes. As BW
Energy Group’s taxation is primarily driven by the PSC profit oil taxation, income tax expenses will not necessarily change
proportionally with changes in the overall net profit before tax. As a consequence of the PSC taxation arrangement, there
is no direct correlation between profit before tax and taxation and therefore the eective tax rate may dier significantly
between comparable periods.
Tax expense for the year
USDMILLION  
Changes in deferred tax  1.8
Profit oil tax  26.4
Tax expense including withholding tax current year  0.7
Total tax expense recognised in statement of income  28.9
In 2021, USD 33.3 million (USD 26.4 million) of income tax expense is related to Dussafu (State Profit Oil).
Deferred tax liabilities are specified as follows:
Deferred tax liabilities
USDMILLION  
Unpaid / Unremitted foreign interest  4.9
Deferred tax liabilities - gross  4.9
Net recognised deferred tax liabilities/ deferred tax assets,  4.9
BW Energy Limited | Annual Report 202168
Note 9Inventories
USDMILLION  
Fuel oil  -
Materials and consumables  8.4
Inventory  8.4
BW Energy Group did not hold any crude oil inventory as of year-end 2021 or 2020 considering BW Energy Group was in
an overlift position.
Note 10Trade and other current assets
USDMILLION  
Trade receivables  34.3
Other receivables  15.0
Tax receivables  0.1
Prepayments  5.2
Trade and other current assets  54.6
In 2020, prepayments of USD 3 million related to prepayment of a drilling rig for which the ownership was not yet transferred.
The fair value of trade and other current assets is the same as the carrying amount.
As of 31 December 2021 and 2020, there were no overdue balances, except for the VAT receivable described below and
the expected credit loss for BW Energy Group is immaterial. The carrying amount of BW Energy Group's trade and other
receivables are mainly denominated in USD.
Other receivables include USD 4.9 million at 31 December 2021 (USD 3.3 million) relating to VAT receivable from the State of
Gabon. The Group has received two reimbursements totalling apporximately USD 0.8 million in the fourth quarter of 2021,
and has not made any provisions towards the outstanding receivable
USD 6.2 million (USD 11.5 million) of other receivables at 31 December 2021 relates to a receivable from Dussafu Joint Venture
(JV) partners. The long-term portion of the receivable from JV partners of USD 1.1 million at 31 December 2021 (USD 3.3
million) is included in non-current assets in the statement of financial position.
Reference to note 19 for further information on Tullow back-in right and related receivable.
BW Energy Group sells crude oil volumes for Panoro Energy and funds certain JV cash calls. BW Energy Group acts as
an agent on behalf of Panoro Energy and revenues, trade receivables, crude oil inventory, and operating expenses are
presented net of Panoro Energy's share in the JV. BW Energy Group only recognises its share of the JV in the consolidated
financial statements.
Credit risk and foreign exchange risk regarding trade receivables are described in Note 17.
Note 11Cash and cash equivalents
Cash and cash equivalents are denominated primarily in USD, XAF, BRL, SGD and EUR. There is no restricted cash at 31
December 2021 and at 31 December 2020.
BW Energy Limited | Annual Report 2021 69
Note 12Property, plant and equipment
USDMILLION
E&Passets
under
development
E&P
production
assets
Other
equipment Total
Cost at 1 January 2021 40.0 289.4 0.8 
Additions and changes in asset retirement cost 8.4 35.6 0.1 
Reclassifications (26.5) 26.5 - -
Reclassifications from intangible assets 99.6 - - 
Cost at 31 December 2021 121.5 351.5 0.9 
Accumulated depreciation at 1 January 2021 - (90.4) (0.3) ()
Current year depreciation - (31.6) (0.2) ()
Accumulated depreciation at 31 December 2021 - (122.0) (0.5) ()
Book value at 31 December 2021 121.5 229.5 0.4 
Useful life UoP 
2
3-5 years
1 Asset retirement cost has been increased due to change in discount rate
2 UoP = Unit of Production.
BW Energy Group has performed an impairment trigger assessment at 31 December 2021 and no triggers were identified.
USDMILLION
E&Passets
under
development
E&P
production
assets
Other
equipment Total
Cost at 1 January 2020 90.7 181.3 0.5 
Additions and changes in asset retirement cost 27.5 29.9 0.3 
Reclassifications (78.2) 78.2 - -
Cost at 31 December 2020 40.0 289.4 0.8 
Accumulated depreciation at 1 January 2020 - (55.8) (0.2) ()
Current year depreciation - (34.6) (0.1) ()
Accumulated depreciation at 31 December 2020 - (90.4) (0.3) ()
Book value at 31 December 2020 40.0 199.0 0.5 
Useful life UoP 
2
3-5 years
1 Asset Retirement Cost has increased due to change in field life estimate
2 UoP = Unit of Production.
The Dussafu license expires in 10 years from commencement of production. At the end of this term, BW Energy Group can
file for additional two 5-year extensions. Dussafu assets are being depreciated based on 2P reserves over a 20-year license
period. We consider it probable that the license extensions will be granted.
BW Energy Limited | Annual Report 202170
Note 13Intangible assets
USDMILLION
E&Pexploration
andevaluation
expenditures
Other
intangible
assets
TotalIntangible
assets
Cost
At 1 January 2021 117.4 7.5 
Additions 87.7 64.2 
Reclassification to E&P assets under development (99.6) - ()
Carrying amount, 31 December 2021 105.5 71.7 
Amortisation and impairment
At 1 January 2021 (13.3) (1.4) ()
Amortisation - (0.6) ()
Reversal of impairment 13.3 - 
At 31 December 2021 - (2.0) ()
Net book value
At 31 December 2021 105.5 69.7 
E&P additions and reclassification in 2021 mainly relates to development of the Dussafu oil field in Gabon.
Other additions relate to Intellectual Property agreement described in note 22.
In July 2021, BW Kudu Limited, a wholly owned subsidiary of BW Energy Limited and the National Petroleum Corporation
of Namibia (NAMCOR) completed a Farm-In and Carry Agreement (FICA). The FICA increased BW Kudu’s working interest
in the Kudu license oshore Namibia from 56% to 95%. The increased working interest along with the operatorship of the
block gives BW Kudu Limited more control over development plans, and improves financing options.
BW Kudu Limited has revised its development plan for the gas to power project will use a repurposed semi-submersible
drilling rig as a Floating Production Unit. In the fourth quarter, BW Energy Group availed itself of the opportunity of a
distressed oil and gas market and signed an agreement to acquire the semi-submersible drilling rig Leo, from Aquadrill LLC
for a total consideration of USD 14 million. Repurposing will enable an optimisation of the project timeline and significantly
reduce capital investments compared to previous development concepts.
The Kudu asset was fully impaired with USD 13.3 million in 2020 as a result of management re-prioritisation of E&P projects
and future development plans. Based on the above-mentioned milestones reached during 2021, management has decided
to reverse the impairment.
USDMILLION
E&Pexploration
andevaluation
expenditures
Other
intangible
assets
TotalIntangible
assets
Cost
At 1 January 2020 90.0 7.5 
Additions 27.4 - 
Carrying amount, 31 December 2020 117.4 7.5 
Amortisation and impairment
At 1 January 2020 - (0.8) ()
Amortisation - (0.6) ()
Impairment (13.3) - ()
At 31 December 2020 (13.3) (1.4) ()
Net book value
At 31 December 2020 104.1 6.1 
BW Energy Limited | Annual Report 2021 71
E&P additions in 2020 relate mainly to development of the Ruche field within the Dussafu license in Gabon.
E&P intangible assets that are under the exploration and evaluation phase are not amortised except for the Intellectual
Property agreement described in Note 22, which is amortised over 12 years.
Note 14Share capital
On 20 January 2021, BW Energy Limited successfully completed USD 75 million private placement, issuing 23,690,000 new
shares at a subscription price of NOK 27 per share. Transactions costs on the share issue was USD 1.4 million.
The authorised share capital of BW Energy is USD 3,000,000 consisting of 300,000,000 shares with a par value of USD 0.01
each, of which 257,994,300 shares have been issued following the issuance of the new shares.
Issuedandfullypaid USDTHOUSAND
At 31 December 2019 1,874
Share issue 2020 469
At 31 December 2020 2,343
Share issue 2021 237
At 31 December 2021 2,580
On 19 February 2020, BW Energy Limited was publicly listed on Oslo Børs, a stock exchange operated by Oslo Børs ASA
(the "Oslo Stock Exchange). Proceeds from the share issuance amounted to USD 122.8 million in equity capital.
BW Energy issued 46,904,200 new common shares, each with a par value of USD 0.01. The authorised share capital of
BW Energy is USD 3,000,000 consisting of 300,000,000 shares with a par value of USD 0.01 each, of which 234,304,300
shares have been issued following the issuance of the new shares. Transactions costs on the share issue amounted to USD
5.3 million. In connection with the Oering, a total of 7,035,630 shares were borrowed from BW Oshore Limited. During
a stabilisation period from 19 February to 19 March a total of 7,035,630 shares were purchased at an average price of NOK
18.6059 per share, resulting in a gain of USD 3.7 million, included in share premium. Following the stabilisation period, the
shares were redelivered to BW Oshore Limited.
Reference to “Shareholder information” section for information of the 20 largest shareholders at 31 December 2021.
Note 15Trade and other payables
USDMILLION  
Trade payables  11.6
Accrued other expenses  37.2
Tax payable  0.5
Public duties payables  0.1
Total trade and other payables  49.4
BW Energy Limited | Annual Report 202172
Note 16Provisions and contingent assets and liabilities
BW Energy Group has made a provision for asset retirement obligations related to future demobilisation of FPSOs operating
for BW Energy Group, removal and decommissioning umbilicals and other production assets, plugging and abandonment of
production or exploration wells and removal of other subsurface equipment and facilities in Gabon. The amount recognised
is the present value of the estimated future expenditures determined in accordance with local conditions and requirements.
The applied discount rate is 5.7 % (5.3%), calculated based on risk free rate, adjusted for credit risk of BW Energy Group.
USDMILLION Assetretirementobligations
Provision at 1 January 2020 
Change in estimate during 2020 
Accretion expense 
Provision at 31 December 2020 
Impact of change in discount rate 
Accretion expense 
Provision at 31 December 2021 
The total acquisition price for the Maromba field is USD 115 million, which is to be paid over three milestones as the devel-
opment progresses towards first oil. The first milestone payment (USD 30 million) was paid in September 2019. The second
milestone (USD 25 million) is due at start of drilling activities and the third milestone (USD 60 million) is due at first oil or
3 years after the start of drilling activities, whichever comes first. These considerations will be recognised when it becomes
probable that the conditions will be satisfied.
Note 17Financial risk management
BW Energy Group’s central finance division has the responsibility for financing, treasury management and financial risk
management.
Financial risk factors
Activities expose BW Energy Group to a variety of financial risks: market risk (including currency risk, commodity risk and
interest rate risk), credit risk, and liquidity risk.
BW Energy Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to min-
imise potential adverse eects on its financial performance. A finance management team led by the Chief Financial Ocer
identifies and evaluates financial risks in close co-operation with operating units. The finance management team’s activities
are governed by policies approved by the Board of Directors for overall risk management, as well as policies covering specific
areas such as foreign exchange risk, interest rate risk, credit risk, and investing excess liquidity. The finance management team
will report to Top Management, the Audit Committee and the Board of Directors on the status on activities on a regular basis.
The BW Energy Group does not use financial instruments, including financial derivatives, for trading purposes.
Climate risk
BW Energy Group is exposed to changing weather conditions and natural disasters caused by climate change. Impact of
severe climate change could cause damage to facilities, disrupt operational activities and result in significant costs increases.
Severe weather could also delay drilling programs and cause production shut ins. BW Energy Group maintains insurance to
protect its physical assets and revenue stream.
In addition, BW Energy Group operates in international jurisdictions including Bermuda, Brazil, Gabon, Norway and Namibia,
and could be adversely aected by changes in climate related regulations.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will aect the Group’s
income or the value of its holding of financial instruments.
Foreign currency risk
The functional currency of the Company and most of its subsidiaries is US. In general, operating revenues and a significant
portion of operating expenses are denominated in USD. BW Energy Group is exposed to expenses and investments incurred
BW Energy Limited | Annual Report 2021 73
in currencies other than USD (‘foreign currencies’); the major currencies being Central Africa CFA Franc (‘XAF’), Euro (‘EUR’)
and Brazilian Reals (‘BRL’). Operating expenses denominated in XAF and EUR constitute a part of total operating expenses.
Consequently, fluctuations in the exchange rate on XAF, BRL, and EUR may have impact on the financial statements. BW
Energy Group has no financial instruments for currency hedging per 31 December 2021 that manages risk actively. To a certain
extent, BW Energy Group has a natural hedge on local currencies where income is being used to settle expenses.
Interest rate risk
The group currently has no loans and is thereby not exposed to any interest rate risk. However, BW Energy Group holds an
interest rate swap with a nominal value of USD 50 million with maturity in 2030. The interest swap rate is at 0.99% and is
planned to hedge future debt. The market value of the interest rate swap was positive by USD 2.1 million at 31. December
2021 (negative by USD 0.4 million at 31. December 2020).
A reasonable possible change of 100 basis points in interest rates at the reporting date would have increased (decreased)
profit or loss by the amounts shown in below table.
December Profitorloss
USDMILLION bpincrease
bp
decrease
Cash flow sensitivity
Interest rate swaps 4,1 (4,1)
4,1 (4,1)
Commodity price risk
BW Energy Group revenues are derived from the sale of petroleum products related to the Dussafu license. Revenue is, and
will continue to be, exposed to fluctuations in oil prices.
BW Energy Group assess the benefits of forward hedging monthly sales contracts on a continuous basis. Due to the rela-
tively low break-even oil price in the Dussafu field and deferred start-up of investment activities, the Group has not entered
into oil price hedging contracts per 31 December 2021.
Credit risk
Credit risk is the risk of financial losses if a customer or counterparty to financial receivables and financial instruments fails
to meet contractual obligations.
Financial guarantees, derivatives and cash deposits are only conducted with approved counterparties and predominantly
with investment grade financial institutions and are governed by standard agreements (ISDA and LMA documentation).
The risk of counterparties being financially incapable of fulfilling their obligations is regarded as minor as there have not
historically been any losses on accounts receivable. BW Energy Group's customer and license partners are credit worthy oil
companies.
Liquidity risk
Prudent liquidity risk management implies maintaining sucient cash and marketable securities, free flow of cash, the avail-
ability of funding through an adequate amount of committed credit facilities and the ability to close out market positions in
order to meet obligations of finance liabilities when they become due.
BW Energy Group monitors the liquidity through cash flow forecasting of operational and investment activities in the short-,
medium- and long-term. To maintain its strong financial position, BW Energy Group has reduced operational costs by nego-
tiating cost reductions with suppliers, cost sharing with other operators and controlled general and administrative expenses.
BW Energy Group operates in multiple international jurisdictions and is exposed to various economic uncertainties, includ-
ing, taxation policies, currency controls, and foreign exchange restrictions that can impose a risk to liquidity. BW Energy
Group's primary source of liquidity is cashflow from production of oil in the Dussafu license which is subject to foreign
currency regulations of the Central African Economic and Monetary Community (CEMAC). In December 2021, new foreign
currency regulations were by issued by the Bank of Central African States (BEAC) requiring a share of crude oil sale pro-
ceeds to be repatriated in to the CEMAC region. BW Energy evaluated the new regulations and deemed that the impact
does not propose a significant threat to its liquidity.
BW Energy Limited | Annual Report 202174
Fair values
IFRS 13 requires disclosures of fair value measurements by the following hierarchy:
· Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
· Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices) (level 2)
· Inputs for the asset or liability that are not based on
observable market data (unobservable inputs) (level 3)
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observa-
ble yield curves (level 2). This is presented on separate lines in the Statement of Financial Position.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not
measured at fair value if the carrying amount is a reasonable approximation of fair value.
December
Carryingamount Fairvalue
USD MILLION Note
Fairvalue-
hedging
instrument
Financial
assetsat
amortised
cost
Other
financial
liabilities Total Level Level Level Total
Financial assets measured at fair value
Interest Rate Swaps used for hedging
17
2.1
-
-
2.1
-
-
2.1
Financial assets not measured at fair value
Trade and other receivables
10, 22
-
71.8
-
71.8
Cash and cash equivalents
-
150.9
-
150.9
Other non-current assets
-
1.6
-
1.6
-
224.3
-
224.3
Financial liabilities not measured at fair value
Other non-current liabilities
16, 22
-
-
(64.5)
(64.5)
Trade and other payables
15, 22
-
-
(83.7)
(83.7)
Lease liabilities
20
-
-
(233.2)
(233.2)
- - (381.4) (381.4) - - - -
December
Carryingamount Fairvalue
USD MILLION Note
Fairvalue-
hedging
instrument
Financial
assetsat
amortised
cost
Other
financial
liabilities Total Level Level Level Total
Financial assets not measured at fair value
Trade and other receivables 10, 22 - 54.6 - 54.6 - - - -
Cash and cash equivalents 11 - 120.6 - 120.6 - - - -
Other non-current assets
-
3.3
-
3.3
-
178.5
-
178.5
Financial liabilities measured at fair value
Interest rate swaps used for hedging
17
(0.4)
-
-
(0.4)
(0.4)
-
-
(0.4)
Financial liabilities not measured at fair value
Other non-current liabilities
16, 22
-
-
(13.0)
(13.0)
Trade and other payables
15, 22
-
-
(49.4)
(49.4)
Lease liabilities
20
-
-
(252.2)
(252.2)
- - (314.6) (314.6) - - - -
Capital structure and equity
The primary objective of BW Energy Group's management of the capital structure is to maximize return to the owners by
ensuring competitive conditions for both BW Energy Group's own capital and borrowed capital.
BW Energy Group aims to have a good reputation in all debt and equity markets. The Board continuously evaluates BW
Energy Group's capital structure, ensuring a capital and debt structure that is appropriate to BW Energy Group's objective,
strategy, and risk profile. This involves monitoring available funding sources and related cost of capital.
BW Energy Group has access to capital markets, including bank and bond financing and seeks to maintain a balance
between the higher returns that might be possible with higher levels of borrowing and the advantages and security aorded
by a sounds capital position. BW Energy Group seeks to optimize its capital structure by balancing the return on equity
against liquidity requirements.
BW Energy Group monitors changes in financing needs, risk, assets and cash flows, and evaluates the capital structure
continuously. To maintain the desired capital structure, BW Energy Group considers various types of capital transactions,
including, purchase or issue new shares or debt instruments, sell assets or pay back capital to the owners.
BW Energy Limited | Annual Report 2021 75
Reconciliation of movements of liabilities and equity to cash flows arising from financing activities
USDMILLION Leaseliabilities Equity Total
Balance at 1 January 2021 252.2 443.2
Proceeds from share issue - 75.0 
Transactions cost relating to share issue - (1.4) ()
Payment of lease liabilities (31.7) - ()
Total changes from financing cash flows (31.7) 73.6 
Other changes:
New leases/adjustments 0.2
Interest expense 12.5
Total liability-related other changes 12.7
Total equity-related other changes 52.4
Balance at 31 December 2021 233.2 569.2
USDMILLION Leaseliabilities
Interest-bearing
long-termdebt Equity Total
Balance at 1 January 2020 244.6 27.5 363.1
Repayment of interest bearing debt - (27.5) - ()
Proceeds from share issue and stabilisation shares - - 126.5 
Transactions cost relating to share issue - - (5.3) ()
Payment of lease liabilities (30.0) - - ()
Total changes from financing cash flows (30.0) (27.5) 121.2 
Other changes:
New leases/adjustments 25.0 -
Interest expense 12.6 -
Total liability-related other changes 37.6 -
Total equity-related other changes - (41.1)
Balance at 31 December 2020 252.2 - 443.2
Note 18List of subsidiaries
Subsidiaries Countryofincorporation Ownership Ownership
BW Energy Dussafu B.V.
Netherlands


BW Energy Production Pte Ltd
Singapore


BW Energy Gabon SA
Gabon


BW Energy Holdings Pte Ltd
Singapore


BW Kudu Holding Pte Ltd
Singapore


BW Kudu Limited
United Kingdom


BW Energy Maromba do Brasil Ltda
Brazil


BW Energy Maromba B.V.
Netherlands


BW Maromba Holdings Pte Ltd,
Singapore


BW Energy USA Management Inc.
USA


BW Energy OI Ltd
Bermuda


1 Former BW Energy Gabon Pte Ltd
2 BW Energy USA Management Inc. was incorporated 20 May 2020
3 BW Energy OI Ltd was incorporated 10 November 2020
BW Energy Limited | Annual Report 202176
Note 19Acquisitions and disposals
Tullow back-in
In December 2019, Tullow exercised its 10% back-in right into the Dussafu license as stipulated in the production sharing contract
(PSC), reducing BW Energy’s ownership of the Dussafu license to 73.5%. The exercise of the back-in right was subject to Tullow
reimbursing the other parties for its share of historic costs related to the Dussafu development. The total amount has been
disputed by the parties. However, the parties reached an agreement for the undisputed share of the costs, representing a total of
USD 40.9 million as at 31 December 2019. The net amount paid by Tullow to the existing parties was USD 19.8 million. BW Energy
Group’s share of USD 15.9 million was received in December 2019.
On 9 June 2021, the parties successfully completed the settlement in respect of the outstanding disputed amounts and its collec-
tion, in accordance with BW Energy’s previous expectations and recognized receivable.
Subsequently, Panoro acquired Tullow’s remaining interest in the Dussafu license. BW Energy’s receivable transferred from Tullow
to Panoro.
Kudu
On 2 July 2021, BW Kudu Limited, a wholly owned subsidiary of BW Energy Limited and the National Petroleum Corporation of
Namibia (NAMCOR) completed a Farm-In and Carry Agreement (FICA). The FICA increased BW Kudu’s working interest in the
Kudu license oshore Namibia from 56% to 95%. NAMCOR will retain the remaining 5% working interest which will be carried by
BW Kudu until first gas.
The FICA gives NAMCOR the opportunity to acquire an additional 5% working interest post- first gas, which would result in a total
working interest of 10%, if exercised. BW Kudu paid USD 4 million at completion of the transaction.
Note 20Leases
The Group as a lessee
BW Energy Group leases oce premises, apartments, warehouses and vessels. Leases of oce premises, warehouse and
apartments generally have lease terms between 1 and 3 years, while vessels have lease terms between 2 and 20 years.
BW Energy Group has leases of certain oce equipment that are considered of low value.
Right-of-use assets and lease liabilities
USDMILLION
Landand
buildings Vessels
Right-of-use
assets
Lease
liabilities
Balance at 1 January 2021 1.1 225.4  
Additions 0.7 -  
Adjustments (0.2) - () ()
Depreciation expense (0.8) (28.9) () na
Interest expense n/a n/a na 
Lease payments n/a n/a na ()
Foreign currency translation gain/(loss) (0.1) - () ()
Balance at 31 December 2021 0.7 196.5  
Lease payments of USD 31.7 million (USD 30.0 million) consists of lease instalments of USD 19.2 million (USD 17.4 million)
and interest expense of USD 12.5 million (USD 12.6 million).
BW Energy Limited | Annual Report 2021 77
USDMILLION
Landand
buildings Vessels
Right-of-use
assets
Lease
liabilities
Balance at 1 January 2020 0.6 236.5  
Additions 0.5 5.5  
Adjustments 0.6 18.4  
Depreciation expense (0.6) (35.0) () na
Interest expense n/a n/a na 
Lease payments n/a n/a na ()
Balance at 31 December 2020 1.1 225.4  
USDMILLION  
Maturity analysis - contractual undiscounted cash flows
Not later than one year  
Later than one year and not later than five years  
Later than five years  
Total undiscounted lease liabilities at 31 December  
Lease liabilities included in the statement of financial position at 31 December  252.2
Current  19.1
Non-current  233.1
Amounts recognised in profit or loss
USDMILLION  
Interest on lease liabilities  
Depreciation of right-of-use assets  35.6
For right-of-use assets used in joint arrangements, the partners share of the lease payments are classified as other income.
Extension options
Some leases, such as the lease relating to the FPSO and certain oce leases, contain contractual rights and options, such as
extension and cancellation options that may impact the lease term and are exercisable only by the BW Energy Group and
not by the lessors. These options may impact the estimated lease term. BW Energy Group assesses the lease term at lease
commencement, and subsequently when facts and circumstances which under the control of BW Energy Group require
it. For the lease of the FPSO, BW Energy Group is reasonably certain that the lease term will exceed the non-cancellable
contract period of 365 days and expects the lease to continue until Dussafu life of field.
Note 21Commitments
Commitments related to development of oil fields and operations, contracted for at the balance sheet date, but not recog-
nised in the financial statements are as follows:
USDMILLION  
Nominal amount  11.6
Fair value  10.5
Interest rate  10.0%
The commitment included committed contract values for the development of the Dussafu field.
BW Energy Limited | Annual Report 202178
Note 22Related parties transactions
The largest individual shareholder, BW Group Limited, owning 37.4%, is incorporated in Bermuda and is controlled by
Sohmen family interests.
BW Oshore Limited, owning 27.4%, is incorporated in Bermuda. The largest individual shareholder of BW Oshore Limited
Group is BW Group Limited, owning 49.9%.
On 20 January 2021, BW Energy Limited completed a private placement of 23,690,000 new shares. The following related
parties of BW Energy have been allocated shares in the Company in the Private Placement:
· CEO of BW Energy Carl Arnet was allocated 243,294 new shares at NOK 27 per share in the Private Placement. Following
completion of the Private Placement Carl Arnet own 2,649,582 shares in the Company, equal to 1.03% following the issu-
ance of the new shares. In addition, close associates of Carl Arnet own 16,324 shares in the Company.
· CFO of BW Energy Knut Sæthre was allocated 18,518 shares and following completion of the Private Placement hold
125,991 shares in the Company, corresponding to approximately 0.05% of the total number of shares in the Company.
· BW Group Limited is represented at the Board of Directors of the Company and was allocated 8,322,192 new shares
at NOK 27 per share in the Private Placement. Following completion of the Private Placement, BW Group Limited own
90,632,259 shares in the Company, equal to 35.13% following the issuance of the new shares
In October 2018, BW Energy Group finalised an agreement with Seaboard Production Partners, LLC (SPP) for the transfer
of Intellectual Property, including but not limited to development plans, reservoir and geological analysis and economic
modelling to be utilized in the development of the Dussafu field. The manager, also a shareholder of SPP, is now a part of
the management of BW Energy Group.
The agreement is built on an earn out model with a defined set of performance targets primarily revolving around time
weighted payback on equity for the original shareholders, which would entitle SPP further payments conditional upon these
targets being met. Nominal payments under the original agreement amount to a maximum of USD 75 million of which USD
7.5 million was paid in 2018.
The fourth quarter of 2021, based on recent triggers and events, BW Energy Group reassessed contractual pay-out obliga-
tion and concluded that the realisation of performance targets are considered probable. This was based on multiple variable
factors and not a single event or trigger, such as exploration success on the field, restart and advanced progress of Hibiscus
/ Ruche development, ongoing investment plans, and steady higher oil prices. With current assumptions, it is expected
that the maximum pay-out will be made under the arrangement. Furthermore, BW Energy Group and SPP have agreed to
accelerate approximately 20% of the back-end payments, discounted, and to be paid in 2022 and 2023.
The discounted value of remaining pay-out as of 31 December 2021 in the amount of USD 64.2 million was recorded as
intangible asset with corresponding obligation recorded as current and non-current liabilities. Refer to Note 13.
Related parties transactions
Transactionvaluesforthe
yearendedDecember
Balanceoutstanding
asatDecember
USDMILLION    
Sales of goods and services 1.9 - 1.5 -
Purchase of services
Operating services  64.4  6.4
Other services  16.1  1.6
Total purchase of services  80.5  8.0
1 Included in Trade and other payables
The carrying amounts of related parties receivables and payables are in USD.
BW Energy Limited | Annual Report 2021 79
Note 23COVID-19
BW Energy Group completed 2021 with strong operational performance and outstanding financial stability despite the
COVID-19 pandemic. The Group successfully raised gross proceeds of USD 75 million through a private placement in January
2021. During the year, the Group brought online two additional producing wells from its Tortue field in Dussafu Block, and
safely conducted a total of seven o-loadings, five of which were for the Group. These achievements continued to position
BW Energy Group in a strong financial position through the global COVID-19 pandemic.
BW Energy Group’s operations and development programs continued through-out the pandemic while ensuring well-being
of its people, and safeguarding of its assets during these unprecedented times.
The Hibiscus / Ruche development project continued to progress according to schedule and budget, despite COVID-19
travel restrictions and scarce resources. Conversion of the Hibiscus Alpha at the shipyard advanced per plan and is expected
to sail away to Gabon in the second half of 2022.
In 2021, the Maromba project activities continued to progress towards Final Investment Decision (FID) planned for third
quarter of 2022.
BW Energy Group further managed to reduce operational costs, by negotiating cost reductions with suppliers, cost sharing
with other operators, and controlling other general overhead expenditure.
Note 24Subsequent events
In January 2022, BW Energy Group signed an amendment to the IP agreement with Seaboard LLC that allowed contingent
acceleration of approximately 20% of the back-end payments, discounted, and to be paid in 2022 and 2023. The first of
these accelerated payments was made in February 2022
Note 25Reserves (unaudited)
BW Energy Group engaged Netherland, Sewell & Associates, Inc. (NSAI) for reserve and resource certification.
Evaluations were based on standard petroleum engineering and evaluation principles. This include use of standard engineer-
ing and geoscience methods, or a combination of methods, including volumetric analysis, analogy, and reservoir modelling,
considered to be appropriate and necessary to classify, categorize, and estimate volumes in accordance with the 2015 PRMS
definitions and guidelines. The reserves and contingent resources in this report have been estimated using deterministic
methods.
As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geosci-
ence data; therefore, conclusions necessarily represent only informed professional judgment.
Estimated remaining gross oil reserves by NSAI for oil properties located in Tortue field:
BW Energy Limited | Annual Report 202180
Asof
PGross
mmbbl
PNet
mmbbl
PGross
mmbbl
PNet
mmbbl
Dussafu Marine Permit 71.6 52.6 100.4 73.8
Asof
PGross
mmbbl
PNet
mmbbl
PGross
mmbbl
PNet
mmbbl
Dussafu Marine Permit 73.5 54.0 104.9 77.1
Proved reserves (1P) are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be
estimated with reasonable certainty to be commercially recoverable; probable and possible reserves are those additional
reserves which are sequentially less certain to be recovered than proved reserves and 2P is proved and probable reserves.
During 2021 and 2020, the BW Energy Group had the following reserve development:
Preserve
mmbbl
Balance as of 31 December 2019 111.4
Production 2020 (5.2)
Revision of previous estimate (1.3)
Balance as of 31 December 2020 104.9
Production 2021 (4.1)
Revision of previous estimate (0.4)
Balance as of 31 December 2021 100.4
BW Energy Limited | Annual Report 2021 81
Parent company
financial statements
Parentcompanyfinancialstatements
StatementofIncome
StatementofComprehensiveIncome
StatementofFinancialPosition
StatementofChangesinShareholders’Equity
StatementofCashFlows
Notes
 Reportingentity
 Accountingpolicies
 Revenue
 Operatingexpenses
 Incometax
 Sharecapital
 Financialassetsandliabilities
 Financialriskmanagement
 Sharesinsubsidiaries
 Intercompanyreceivablesandpayables
Responsibilitystatement
Alternativeperformancemeasures
Independentauditor’sreport
Table of contents
82 BW Energy Limited | Annual Report 2021
Statement of Income
Statement of Comprehensive Income
USDMILLION(YearendedDecember) Note  
Revenue 3 7.8 
Operating expenses 4 (15.1) ()
Operating profit (7.3) ()
Interest income 2.5 
Other financial items 2.4 ()
Net financial items 4.9 
Profit/(loss) before tax (2.4) ()
Income tax expense 5 (0.3) ()
Net profit/(loss) for the year (2.7) ()
The notes on pages 87–93 are an integral part of these financial statements.
USDMILLION(YearendedDecember)  
Loss for the year (2.7) ()
Total comprehensive income for the year (2.7) ()
The notes on pages 87–93 are an integral part of these financial statements.
BW Energy Limited | Annual Report 2021 83
Statement of Financial Position
USDMILLION(AsatDecember) Note  
ASSETS
Shares in subsidiaries 9 290.4 
Long-term intercompany receivables 10 64.5 45.4
Derivates 2.1 -
Total non-current assets 357.0 
Trade and other current assets 1.1 
Short-term intercompany receivables 10 26.4 
Cash and cash equivalents 76.1 
Total current assets 103.6 
Total assets 460.6 
EQUITY AND LIABILITIES
Share capital 6 2.6 
Share premium 550.1 
Other equity (94.8) ()
Total equity 457.9 
Derivatives - 
Total non-current liabilities - 
Trade and other payables 2.0 
Short-term intercompany payables 10 0.6 
Tax liabilities 0.1 
Total current liabilities 2.7 
Total equity and liabilities 460.6 
The notes on pages 87–93 are an integral part of these financial statements.
BW Energy Limited | Annual Report 202184
Statement of Changes inShareholders’ Equity
USDMILLION Note Sharecapital Sharepremium
Retained
earningsNet
assets Totalequity
Equity at 1 January 2020 1.9 349.3 (82.2) 269.0
Loss for the period - - (3.5) (3.5)
Proceeds from share issue 0.4 122.4 - 122.8
Transaction costs on issue of share - - (5.3) (5.3)
Gain from stabilisation shares - 3.7 - 3.7
Total equity at 31 December 2020 2.3 475.4 (91.0) 386.7
Equity at 1 January 2021 2.3 475.4 (91.0) 386.7
Loss for the period - - (2.7) (2.7)
Proceeds from share issue 0.3 74.7 - 75.0
Transaction costs on issue of share - - (1.4) (1.4)
Share-based payments - - 0.4 0.4
Total equity at 31 December 2021 2.6 550.1 (94.8) 457.9
The notes on pages 87–93 are an integral part of these financial statements.
BW Energy Limited | Annual Report 2021 85
Statement of Cash Flows
USDMILLION(YearendedDecember) Note  
Operating activities
Profit/(loss) before tax (2.4) ()
Adjustment for:
Currency exchanges dierences - ()
Fair value change on financial instruments 8 (2.3) 
Add back of net interest expense (0.2) ()
Share-based payment expense 0.4 -
Changes in net working capital (5.4) ()
Taxes paid 5 (0.3) ()
Net cash flows from/(used in) operating activities (10.2) ()
Investing activities
Investment in subsidiaries (6.4) ()
Loans to subsidiaries 10 (62.8) -
Interest received 0.2 0.2
Net cash flows used in investing activities (69.0) ()
Financing activities
Proceeds from share issue 6 75.0 
Proceeds from stabilisation shares 6 - 
Transaction costs on issue of shares 6 (1.4) ()
Net cash flows from financing activities 73.6 
Net change in cash and cash equivalents (5.6) 
Cash and cash equivalents at 1 January 81.7 -
Cash and cash equivalents at 31 December 76.1 
The notes on pages 87–93 are an integral part of these financial statements.
BW Energy Limited | Annual Report 202186
Notes
Note 1Reporting entity
BW Energy Limited, was incorporated on 22 May 2019 as an exempted company limited by shares under the laws of
Bermuda and in accordance with the Bermuda Companies Act. BW Energy Limited registered oce is at Washington Mall
Phase 2, 4th Floor, Suite 400, 22 Church Street, Hamilton HM1189, Bermuda. BW Energy is the holding company.
BW Energy Limited is listed on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange).
All figures are in USD million if not otherwise stated. As a result of rounding dierences, numbers and or percentages may
not add up to the total.
The financial statements were approved by the Board of Directors on 23 February 2022.
Note 2Accounting policies
Basis of accounting
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards
(‘IFRS’) as adopted by the European Union (‘EU’). The financial statements have been prepared in accordance with the his-
torical cost convention with some exceptions, as detailed in the accounting policies set out below.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It
also requires management to exercise its judgment in the process of applying the Company’s accounting policies.
Accounting for subsidiaries
The subsidiaries are entities (including special purpose entities) over which the Company has control. Control is achieved
when the Company is exposed or has rights to variable returns from its involvement with a company in which it has invested
and has the ability to use its power to aect its returns from this company. Investments in subsidiaries are stated at cost less
any impairment.
Currency translation
Functional and presentation currency
The Company’s presentation currency is United States Dollars (“USD”). This is also the functional currency of the Company
and most of its subsidiaries.
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency
using the exchange rates prevailing at the date of transactions. Currency translation gains and losses resulting from the set-
tlement of such transactions and from the translation of financial year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the statement of income.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised upon satisfaction of the performance obligations for the transfer of
services in each such contract. A performance obligation is satisfied when or as the customer obtains the goods or services
delivered. It is recognised at an amount that reflects the consideration which the Company expects to receive in exchange
for those goods or services. Revenues are presented net of indirect sales taxes.
Interest income
Interest income is recognised on a time proportion basis applying the eective interest method.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instru-
ment of another entity.
BW Energy Limited | Annual Report 2021 87
Financial assets
The Company’s financial assets are trade and intercompany receivables and cash and cash equivalents.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow character-
istics and the Company’s business model for managing them. Except for trade receivables that do not contain a significant
financing component, the Company initially measures a financial asset at its fair value plus, (in the case of a financial asset
not at fair value through profit or loss), transaction costs.
The Company classifies its financial assets in:
· Financial assets at amortised cost
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual
cash flows
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the eective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Company’s financial assets at amortised cost includes trade and intercompany receivables and other short-term
deposits.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised when:
· The rights to receive cash flows from the asset have expired, or
· The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
a. The Company has transferred substantially all the risks and rewards of the asset, or
b. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset
Impairment of financial assets
For intercompany receivables, the Company applies a simplified approach in calculating Estimated Credit Losses (ECLs).
Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date, based on its historical credit loss experience.
The Company considers a financial asset in default when internal or external information indicates that the Company is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by
the Company. A financial asset is written o when there is no reasonable expectation of recovering the contractual cash
flows.
Financial liabilities
Financial liabilities are classified as subsequently measured at amortised cost except for financial liabilities at fair value
through profit of loss (FVTPL). Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair
value. Other financial liabilities are subsequently measured at amortised cost using the eective interest method. Interest
expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also
recognised in profit or loss.
Derivatives are financial liabilities when the fair value is negative, accounted for similarly as derivatives as assets and as
financial assets when the fair value is positive.
Derecognition of financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The
Company also derecognises a financial liability when its terms are modified, and the cash flows of the modified liability are
substantially dierent, in which case a new financial liability based on the modified terms is recognised at fair value. The
dierence between the carrying amount and the consideration paid is recognised in profit or loss.
BW Energy Limited | Annual Report 202188
Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Provisions for other liabilities and charges
Provisions are recognised when the Company has a legal or constructive obligation as a result of past events, when it is likely
that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.
Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is
recognised as a separate asset, but only when the reimbursement is virtually certain.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The
increase in the provision due to passage of time is recognised as interest expense.
Classification of assets and liabilities
Assets for long-term ownership or use are classified as fixed assets. Other assets are classified as current assets. Liabilities
which fall due more than one year after being incurred are classified as long-term liabilities, except for following year’s
instalments on long-term debt. This is presented as current interest-bearing debt. Liabilities which fall due less than one year
after they are incurred are classified as current liabilities.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to exercise its judgment in the pro-
cess of applying the Company’s accounting policies. It also requires the use of accounting estimates and assumptions that
aect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the financial year. Although these esti-
mates are based on management’s best knowledge of current events and actions, actual results may ultimately dier from
those estimates.
Shares in subsidiaries and intercompany receivables are subject to impairment testing at the end of each reporting period.
Valuation is subject to assessment of the recoverability in the underlying investment or receivable. Management’s assess-
ment can aect the level of impairment loss, or reversal of such, that is recognised in profit or loss.
Changes in accounting policies
There are no changes in the accounting policies.
Note 3Revenue
USDMILLION  
Other revenue  
Total revenue  
Note 4Operating expenses
USDMILLION  
Employee benefit expenses  -
Management and support services  
Shared services  
Legal fee  
Consultant’s fee  
Director's fee  
Audit fee  .2
Travel  
Other operating expenses  
Total operating expenses  
BW Energy Limited | Annual Report 2021 89
Note 5Income tax
BW Energy Limited is a Bermuda company. Currently, the Company is not required to pay taxes in Bermuda on
ordinary income or capital gains. The income tax for 2021 concerns withholding tax which the Company is subject
to in certain countries where the Company has financial income.
Note 6Share capital
On 20 January 2021, BW Energy Limited successfully completed USD 75 million private placement, issuing 23,690,000 new
shares at a subscription price of NOK 27 per share. Transactions costs on the share issue amounted to USD 1.4 million.
The authorised share capital of BW Energy is USD 3,000,000 consisting of 300,000,000 shares with a par value of USD 0.01
each, of which 257,994,300 shares have been issued following the issuance of the new shares.
Issued and fully paid:
USDTHOUSAND
At 31 December 2019 1,874
Share issue 2020 469
At 31 December 2020 2,343
Share issue 2021 237
At 31 December 2021 2,580
On 19 February 2020, BW Energy Limited was publicly listed on Oslo Børs, a stock exchange operated by Oslo Børs ASA
(the "Oslo Stock Exchange). The Group raised USD 122.8 million in equity capital through the share issue.
BW Energy issued 46,904,200 new common shares, each with a par value of USD 0.01. The authorised share capital of BW
Energy is USD 3,000,000 consisting of 300,000,000 shares with a par value of USD 0.01 each, of which 234,304,300 shares
have been issued following the issuance of the new shares. Transactions costs on the share issue was USD 5.3 million. In
connection with the Oering, a total of 7,035,630 shares were borrowed from BW Oshore Limited. During a stabilisation
period from 19 February 2020 to 19 March 2020 a total of 7,035,630 shares were purchased at an average price of NOK
18.6059 per share, resulting in a gain of USD 3.7 million, included in share premium. Following the stabilisation period, the
shares were redelivered to BW Oshore Limited.
Note 7Financial assets and liabilities
As of 31 December, the Company had financial assets and liabilities in the following categories:
USDMILLIONYearendedDecember Financialassets
Financial
liabilities
measuredat
amortisedcost Fairvalue
Cash and cash equivalents 76.1 - 76.1
Intercompany receivables 90.9 - 90.9
Other current assets 1.1 - 1.1
Intercompany payables - (0.6) (0.6)
Other current liabilities - (2.0) (2.0)
Derivatives 2.1 - 2.1
Total 170.2 (2.6)
BW Energy Limited | Annual Report 202190
USDMILLIONYearendedDecember Financialassets
Financial
liabilities
measuredat
amortisedcost Fairvalue
Cash and cash equivalents 81.7 - 81.7
Intercompany receivables 47.2 - 47.2
Other current assets 0.7 - 0.7
Intercompany payables - 0.1 0.1
Other current liabilities - 2.9 2.9
Derivatives - 0.5 0.5
Total 129.6 3.5
Note 8Financial risk management
The Company’s activities expose it to a variety of financial risks. Overall risk management follows and is handled by the
BW Energy Group. These processes and policies are described in more detail under Note 17 of the consolidated financial
statements.
Foreign currency risk
The Company’s business is not exposed to significant foreign exchange risk as its operating expenses are mainly denomi-
nated in United States Dollars, which is the functional currency of the Company.
Interest rate risk
Except for the amount due to and from subsidiaries, the Company’s operating cash flows are independent of changes in
market interest rates.
The Company holds an interest rate swap of USD 50 million that was entered into at favourable levels pending financing.
Credit risk
The Company’s credit risk is primarily attributable to the amount due from the subsidiaries (non-trade). At the balance sheet
date of 31 December 2021, this amount receivable from subsidiaries (non-trade) is not past due. The maximum exposure is
represented by the carrying amount of this financial asset on the balance sheet.
Liquidity risk and Capital risk
Funding requirements of the Company are met by the subsidiaries of BW Energy Group. The Company’s objective when
managing capital is to ensure that it is adequately capitalised and that funding requirements are met by BW Energy Group.
The Company is not subject to any externally imposed capital requirements.
Note 9Shares in subsidiaries
Nameofcompanies Countryofincorporation
Ownershipat
December
Ownershipat
December
BW Energy Holdings Pte Ltd Singapore  
BW Kudu Holding Pte Ltd Singapore  
BW Maromba Holdings Pte Ltd, Singapore  
BW Energy USA Management Inc. USA  
BW Energy OI Ltd Bermuda  
1 BW Energy USA Management Inc. was incorporated 20. May 2020
2 BW Energy OI Ltd was incorporated 10 November 2020
BW Energy Limited | Annual Report 2021 91
Note 10Intercompany receivables and payables
USDMILLION  
Long-term related parties receivables
BW Kudu Holding Pte Ltd - 16.8
BW Energy Holdings Pte. Ltd.  28.6
Total long-term related parties receivables  45.4
Short-term related parties receivables
BW Energy OI Ltd  -
BW Maromba Holdings Pte. Ltd.  0.2
BW Kudu Limited - 0.1
BW Kudu Holding Pte. Ltd.  -
BW Energy Gabon Pte. Ltd.  0.9
BW Energy USA Management inc.  0.6
Total short-term related parties receivables  1.8
Short-term related parties payables
BW Energy Holdings Pte Ltd - 0.1
BW Energy Gabon Pte. Ltd.  -
BW Energy USA Management INC.  -
Total short-term related parties payables  0.1
Intercompany loan agreements with subsidiaries are set up based on regular market rates depending on the location of
operation, i.e., annual discount rate of the Banque des Etats de l’Afrique Central in relation to our operations in Gabon.
Outstanding balances at year-end are unsecured.
BW Energy Limited | Annual Report 202192
Responsibility statement
We confirm that, to the best of our knowledge, the financial statements for the period
ended 31 December 2021 have been prepared in accordance with current applicable
accounting standards and give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the BW Energy Group taken as a
whole. We also confirm that the Board of Directors’ Report includes a true and fair
review of the development and performance of the business and the position of the
Company and the BW Energy Group, together with a description of the principal
risks and uncertainties facing the Company and the BW Energy Group.
23 February 2022
Mr. Andreas Sohmen-Pao
Chairman
Mr. William Russell Scheirman
Director
Mr. Marco Beenen
Director
Ms.Hilde Drønen
Director
Mr. Tormod Vold
Director
BW Energy Limited | Annual Report 2021 93
Alternative performance
measures (APMs)
BW Energy Group discloses alternative performance measures in addition to those required by IFRS, as we believe these
provide useful information to management, investors and security analysts regarding our historical financial performance.
EBIT
EBIT, as defined by BW Energy Group, means earnings before interest and tax.
EBITDA
EBITDA, as defined by BW Energy Group, means EBIT excluding depreciation and amortisation, impairment and disposal
and gain from sale of tangible fixed asset. EBITDA may dier from similarly titled measures from other companies.
USDMILLION  
Total revenues  160.3
Operating expenses () (73.3)
Operating profit before depreciation, amortisation, impairment and sale of asset (EBITDA)  87.0
Depreciation and amortisation () (70.9)
Impairment  (13.2)
Net gain/(loss) on sale of tangible fixed assets - (1.2)
Operating profit (EBIT)  1.7
Capital expenditures
Capital expenditures means investments in E&P assets, intangible assets and property and other equipment, including asset
retirement cost. Capital expenditure may dier from investment in property, plant and equipment and intangible assets
presented in the Consolidated Statement of Cash Flows, as capital expenditure may also contain non-cash transactions.
USDMILLION  
Property and other equipment  57.7
Intangible assets  27.4
Total capital expenditures  85.1
Asset retirement cost () (3.6)
Change in working capital () (7.0)
Investment in property, plant and equipment and intangible assets  74.5
Equity ratio
Equity ratio is an indicator of the relative proportion of equity used to finance BW Energy Group's assets, defined as total
equity divided by total assets.
BW Energy Limited | Annual Report 202194
BW Energy Limited | Annual Report 2021 95
Independent auditor’s report
KPMG AS
Sørkedalsveien 6
Postboks 7000 Majorstuen
0306 Oslo
Telephone
+47 45 40 40 63
Internet
www.kpmg.no
Enterprise
935 174 627 MVA
To the General Meeting of BW Energy Limited
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of BW Energy Limited, which comprise:
• The consolidated financial statements of BW Energy Limited and its subsidiaries (the Group),
which comprise the consolidated statement of financial position as at 31 December 2021, the
consolidated statement of income, consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and
• The financial statements of the parent company BW Energy Limited (the Company), which
comprise the statement of financial position as at 31 December 2021, the statement of
income, statement of comprehensive income, statement of changes in shareholders’ equity
and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the accompanying consolidated financial statements give a true and fair view of the financial
position of the Group as at 31 December 2021, and its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting Standards
as adopted by the EU, and
• the accompanying financial statements give a true and fair view of the financial position of the
Company as at 31 December 2021, and its financial performance and its cash flows for the
year then ended in accordance with International Financial Reporting Standards as adopted
by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by laws and regulations and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services have been provided.
We have been the auditor of the Company for two years from the election by the general meeting of
the shareholders on 17 February 2020 for the accounting year 2019.
BW Energy Limited | Annual Report 202196
Independent Auditor's Report - BW Energy Limited
2
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Related party transaction outside the normal course of business with Seaboard Production Partners
Reference is made to Note 22 Related parties transactions and Note 13 Intangible assets in the
Consolidated Financial Statements.
The Key Audit Matter
How the matter was addressed in our audit
In October 2018, the Group entered into an
agreement with Seaboard Production Partners,
LLC (‘SPP’) regarding the transfer of intellectual
property. The intellectual property includes, but
is not limited to development plans, reservoir
and geological analysis and economic modelling
to be utilized in the development of the Dussafu
field. SPP’s manager, and also a minority
shareholder, is currently a key management
employee of the Group.
Under the terms of the agreement, an upfront
payment of USD 7.5 million was paid for the
intellectual property. The agreement is built on
an earn out model with a defined set of
performance targets, which would entitle SPP
further payments conditional upon these targets
being met. Nominal payments under the
agreement could amount to a further USD 67.5
million over the life of the Dussafu development.
During 2021, management reassessed the
realization of the performance targets and
considers it probable these targets will be met.
Accordingly, a USD 64.2 obligation was
recorded.
In January 2022 an amendment to the
agreement was signed, which sets forth that the
Group shall make accelerated payments
compared to the original agreement. The
payments shall be made in 2022 and 2023.
We considered the transaction with SPP to be a
significant related party transaction that is
outside the normal course of business.
We obtained an understanding of the process
for identifying related party transactions,
performed a walkthrough and evaluated the
design and implementation of controls related to
governance surrounding the transaction with
SPP.
We obtained a copy of the executed amendment
signed in February 2022 and assessed the
nature and business rationale and assessed that
the amendment is approved in accordance with
internal procedures including involvement of the
Board. Further, we discussed the nature and
business rationale of the executed amendment
with the Audit Committee.
We assessed the earn out component of the
arrangement to evaluate the probability of future
payments. We assessed management’s
assumptions used to estimate the probability
and the distribution of the nominal payments.
We independently compared future commodity
prices to external sources and traced reserves
to the report from the external reservoir
engineer. Further, we have assessed
sensitivities related to the management’s
probability assessment.
We assessed the disclosure of the arrangement
in relevant notes.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
BW Energy Limited | Annual Report 2021 97
Independent Auditor's Report - BW Energy Limited
3
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other accompanying
information otherwise appears to be materially misstated. We are required to report if there is a
material misstatement in the Board of Directors’ report or the other information accompanying the
financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with International Financial Reporting Standards as adopted by the EU, and for such
internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of
accounting, and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
BW Energy Limited | Annual Report 202198
Independent Auditor's Report - BW Energy Limited
4
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial
statements with file name “5493004D19CJBN3DLD40-2021-12-31-en” have been prepared in
accordance with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the
accompanying Regulation on European Single Electronic Format (ESEF).
In our opinion, the financial statements have been prepared, in all material respects, in accordance
with the requirements of ESEF.
Management’s Responsibilities
Management is responsible for preparing, tagging and publishing the financial statements in the single
electronic reporting format required in ESEF. This responsibility comprises an adequate process and
the internal control procedures which management determines is necessary for the preparation,
tagging and publication of the financial statements.
Auditor’s Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been prepared in
accordance with ESEF. We conducted our work in accordance with the International Standard for
Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of
historical financial information”. The standard requires us to plan and perform procedures to obtain
reasonable assurance that the financial statements have been prepared in accordance with the
European Single Electronic Format.
BW Energy Limited | Annual Report 2021 99
Independent Auditor's Report - BW Energy Limited
5
As part of our work, we performed procedures to obtain an understanding of the company’s processes
for preparing its financial statements in the European Single Electronic Format. We evaluated the
completeness and accuracy of the iXBRL tagging and assessed management’s use of judgement. Our
work comprised reconciliation of the financial statements tagged under the European Single Electronic
Format with the audited financial statements in human-readable format. We believe that the evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 23 February 2022
KPMG AS
Dave Vijfvinkel
BW Energy Limited | Annual Report 2021100
BW Energy Limited | Annual Report 2021 101
BW Energy Limited | Annual Report 2021102
Addresses
Bermuda
Washington Mall Phase 2,
4th Floor, Suite 400, 22 Church Street,
Hamilton HM1189, Bermuda.
Brazil
Rua Lauro Muller 116 Sala 703,
Torre do Rio Sul - Botafogo
Rio de Janeiro, 22290-160, Brazil
Tel: +55 21 2244 8350
Gabon
Boulevard du Bord de Mer,
Immeuble Bord de Mer, 3ème Etage
BP 23771 Libreville, Gabon
Tel: +241 11 76 48 89
Norway
Drammensveien 151
0277 Oslo, Norway
Postal address:
P.O. Box 33 Skøyen
0212 Oslo, Norway
Tel: +47 2313 0000
Fax: +47 2313 0001
contact@bwenergy.no
www.bwenergy.no
Singapore
30 Pasir Panjang Road
#14-31/32 Mapletree Business City
Singapore 117440
Tel: +65 6632 7888
Fax: +65 6323 1263
USA
2925 Briar Park, Suite 1295
Houston, Texas 77042 USA
Tel: +1 713 781 0670
Fax: +1 713 781 1216
Namibia
39 Schanzen Road
Windhoek, Namibia
Tel: +264 61 230526
BW Energy Limited | Annual Report 2021 103
www.bwenergy.no
Design: Artbox AS. Print: Printbox AS.
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