5493006WBEME88YFDW23-2024-12-31-0-en.xhtml

As filed with the Securities and Exchange Commission on 28 March 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE

ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

Commission file number: 001-42008

BW LPG Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Singapore

(Jurisdiction of incorporation or organization)

c/o BW LPG Holding Pte Ltd

10 Pasir Panjang Road,

#17-02 Mapletree Business City, Singapore 117438

(Address of principal executive offices)

Kristian Sørensen

Chief Executive Officer

+65-6705-5588

kristian.sorensen@bwlpg.com,

10 Pasir Panjang Road #17-02 Mapletree Business

City Singapore 117438

(Name, Telephone, E-mail and/or Facsimile number

and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary shares, no par value per share

BWLP

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period

covered by the annual report.

As at 31 December 2024, there were 151,538,443 ordinary shares (excluding 7,743,557 treasury ordinary shares), no par

value per share, issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐

No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an

emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if

the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards †

provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15. U.S.C. 7262(b)) by

the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-

based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this

filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the

registrant has elected to follow.

Item 17 ☐

Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act).

Yes ☐

No ☒

TABLE OF CONTENTS

INTRODUCTION AND USE OF CERTAIN TERMS

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3. KEY INFORMATION

3.A. [RESERVED.]

3.B. CAPITALIZATION AND INDEBTEDNESS

3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

3.D. RISK FACTORS

ITEM 4.INFORMATION ON THE COMPANY

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

4.B.BUSINESS OVERVIEW

4.C.ORGANIZATIONAL STRUCTURE

4.D.PROPERTY, PLANT AND EQUIPMENT

ITEM 4A. UNRESOLVED STAFF COMMENTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A. OPERATING RESULTS

5.B. LIQUIDITY AND CAPITAL RESOURCES

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

5.D. TREND INFORMATION

5.E. CRITICAL ACCOUNTING ESTIMATES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. DIRECTORS AND SENIOR MANAGEMENT

6.B. COMPENSATION

6.C. BOARD PRACTICES

6.D. EMPLOYEES

6.E. SHARE OWNERSHIP

6.F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED

COMPENSATION

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. MAJOR SHAREHOLDERS

7.B. RELATED PARTY TRANSACTIONS

7.C. INTERESTS OF EXPERTS AND COUNSEL

ITEM 8. FINANCIAL INFORMATION

8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

8.B. SIGNIFICANT CHANGES

ITEM 9. THE OFFER AND LISTING

9.A. OFFER AND LISTING DETAILS

9.B. PLAN OF DISTRIBUTION

9.C. MARKETS

9.D. SELLING SHAREHOLDERS

9.E. DILUTION

9.F. EXPENSES OF THE ISSUE

ITEM 10. ADDITIONAL INFORMATION

10.A. SHARE CAPITAL

10.B. CONSTITUTION

10.C. MATERIAL CONTRACTS

10.D. EXCHANGE CONTROLS

10.E. TAXATION

10.F. DIVIDENDS AND PAYING AGENTS

101

10.G. STATEMENTS BY EXPERTS

102

10.H. DOCUMENTS ON DISPLAY

102

10.I. SUBSIDIARY INFORMATION

102

10.J. ANNUAL REPORT TO SECURITY HOLDERS

102

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

102

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

102

PART II

102

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

102

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

102

ITEM 15. CONTROLS AND PROCEDURES

103

15.A. DISCLOSURE CONTROLS AND PROCEDURES

103

15.B. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

103

15.C. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

103

15.D. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

103

ITEM 16. [RESERVED]

103

16A. AUDIT COMMITTEE FINANCIAL EXPERT

103

16B. CODE OF ETHICS

104

16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

104

16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

104

16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

105

16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

105

16G. CORPORATE GOVERNANCE

105

16H. MINE SAFETY DISCLOSURE

106

16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

106

16J. INSIDER TRADING POLICIES

106

16K. CYBERSECURITY

106

PART III

108

ITEM 17. FINANCIAL STATEMENTS

108

ITEM 18. FINANCIAL STATEMENTS

108

ITEM 19. EXHIBITS

108

INTRODUCTION AND USE OF CERTAIN TERMS

In this annual report, “the Company” or “BW LPG” refer to BW LPG Limited. “The Group,” “we,” “our,” “us” or like terms refer

to BW LPG Limited together with its consolidated subsidiaries and subsidiary undertakings from time to time.

References to “NOK” are to the lawful currency of Norway, references to “USD” or “US$” are to the lawful currency of the

United States, references to “EUR” or “€” are to the common currency of the European Monetary Union and references to “S$” are to

the lawful currency of Singapore.

Unless otherwise indicated or the context otherwise requires, the following definitions apply throughout this annual report:

“Board of Directors”

the board of directors of the Company;

“BW Group”

BW Group Limited, of which BW LPG Limited is an affiliate;

“CBM”

cubic meter;

“Chairman”

the chairman of the Board of Directors and the Company;

“chartered-in”

with respect to the Group’s vessels, a time charter entered into by the Group as a charterer;

“chartered-out”

with respect to the Group’s vessels, a time charter entered into by the Group as a ship owner;

“CoA”

contract of affreightment;

“Code”

United States Internal Revenue Code of 1986, as amended;

“Constitution”

the Company’s Constitution, as amended

“DNV”

Det Norske Veritas;

“EU”

the European Union;

“Exchange Act”

the Securities Exchange Act of 1934, as amended;

“Financial Statements”

the audited consolidated balance sheets of the Group as of 31 December 2024 and 2023 and the

audited consolidated statements of comprehensive income, changes in equity, and cash flows for each

of the years in the three year period ended 31 December 2024;

“GHG”

greenhouse gas;

“IFRS”

International Financial Reporting Standards Accounting Standards as issued by the International

Accounting Standards Board;

“ILO”

International Labour Organization;

“IPO”

initial public offering;

“IRAS”

Inland Revenue Authority of Singapore

“IRS”

US Internal Revenue Service;

“LIBOR”

London Interbank Offered Rate;

“Lloyds Register”

Lloyds Register of Shipping;

“LPG”

liquefied petroleum gas;

“MGC”

medium gas carrier;

“NYSE”

New York Stock Exchange;

“newbuild”

a new vessel to be or that has just been constructed, or is under construction;

“OSE”

Oslo Stock Exchange;

“OECD”

Organisation for Economic Co-operation and Development;

“PCAOB”

Public Company Accounting Oversight Board;

“PFIC”

passive foreign investment company;

“Product Services”

the Group’s Product Services division;

“SEC”

the US Securities and Exchange Commission;

“Securities Act”

the Securities Act of 1933, as amended;

“Section 404”

Section 404 of the Sarbanes-Oxley Act;

“Shipping”

the Group’s Shipping division;

“Singapore Companies Act”

the Singapore Companies Act 1967, as amended;

“Singapore Income Tax Act”

the Singapore Income Tax Act 1947, as amended;

“Singapore Take-overs Code”

the Singapore Code on Take-Overs and Mergers;

“SOFR”

Secured Overnight Financing Rate;

“TCE”

time charter equivalent; and

“VLGC”

very large gas carriers.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Overview

The Financial Statements included in this annual report and the related financial information presented herein have been prepared

in accordance with IFRS as issued by the International Accounting Standards Board.

Reporting Framework

The financial information presented in this annual report reflects the operating and financial performance of the Group, its cash

flows and financial position and resources. The Group’s results as reported in accordance with IFRS represent the Group’s overall

performance. The Group also uses a number of adjusted, non-IFRS, measures to report the performance of its business, as described

below.

Description of Key Line Items in the Group’s Financial Statements

The following descriptions of key line items in the Financial Statements are relevant to the discussion of the Group’s results of

operations by segment in “Item 5. Operating and Financial Review and Prospects.”

Shipping

• Revenue from spot voyages. Revenue from spot voyages is revenue earned from spot voyage which is typically a single round

trip that is priced based on a current or spot market rate.

• Voyage expenses. Voyage expenses are expenses related to a spot voyage, including bunker fuel expenses, port fees, cargo

loading and unloading expenses, canal tolls and agency fees.

• Revenue from time charter voyages. Revenue from time charter voyages is revenue earned from vessels that are time

chartered to customers for fixed periods of time at rates that are generally fixed.

• TCE income — Shipping. TCE income — Shipping represents revenue from time charters and voyage charters less voyage

expenses comprising primarily fuel oil, port charges and commission.

Product Services

• Revenue from Product Services. Revenue from Product Services is revenue derived from trading activities, comprising the

sale of LPG cargo and net derivative gains and losses, which arise from hedging transactions entered into by the Group to

manage exposure to fluctuations in LPG prices and freight rates.

• Cost of cargo and delivery expenses. Cost of cargo and delivery expenses is the cost of sales for trading activities, comprising

mainly LPG cargo purchase and freight expenses.

• Gross (loss)/profit — Product Services. Gross (loss)/profit — Product Services is revenue from Product Services, plus inter-

segment revenue, minus cost of cargo and delivery expenses, inter-segment expense and depreciation (see Note 23 to the

Financial Statements for detail).

The following descriptions of key line items in the Financial Statements are relevant to the discussion of the Group’s consolidated

results of operations in “Item 5. Operating and Financial Review and Prospects.”

• Revenue — Shipping. Revenue — Shipping includes revenue from spot voyages and revenue from time charter voyages (see

“— Shipping” above).

• Revenue — Product Services (see “— Product Services” above).

• Cost of cargo and delivery expenses — Product Services (see “— Product Services” above).

• Voyage expenses — Shipping (see “— Shipping” above).

• Vessel operating expenses. Vessel operating expenses include manning costs, vessel running expenses (such as insurance,

expenses relating to repairs and maintenance, the cost of spares and consumable stores, lube oils and communication

expenses), tonnage taxes and other miscellaneous expenses.

• General and administrative expenses. General and administrative expenses comprised external statutory and professional

fees, as well as fees paid to related companies for the provision of corporate service functions (such as finance, tax, legal,

insurance, information technology, human resources and facilities) to the Group

• Charter hire expenses. Charter hire expenses include charter rates the Group pays for chartered-in vessels. The number of

vessels chartered-in may vary from period to period.

• Depreciation. Depreciation is based on the cost of the vessel less its estimated residual value, on a straight-line basis over the

estimated remaining economic useful life of each vessel. Costs associated with drydockings and upgrade expenses are

included in the carrying amount of vessels and depreciated on a straight-line basis over the duration of the drydocking cycle

or based on the Group’s assessment of the useful lives of the upgrades.

• Gain/Loss on disposal of vessels. Gain/Loss on disposal of vessels refers to the net gains or losses arising from sale of

vessels, net of commission.

• Write-back of impairment charge on vessels/(impairment charge on vessels). Impairment charge on vessels is the loss

recognised in the profit or loss when the carrying value of a vessel exceeds the higher of the prevailing market valuations and

the value-in-use. Write back of the impairment charge on vessels refers to the reversal of loss previously recognised based on

updated prevailing market valuations or value-in-use amounts.

• Finance expenses — net. Finance expenses — net include the cost of foreign currency gain/(loss) — net, interest income,

interest expense and other finance income/(expense) such as bank charges.

Non-IFRS Financial Measures

This annual report contains a number of non-IFRS financial measures that the management of the Group uses to monitor and

analyse the performance of the Group’s business. Non-IFRS financial measures exclude amounts that are included in, or include

amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are

calculated using measures that are not calculated in accordance with IFRS. Non-IFRS financial measures may be considered in

addition to, but not as a substitute for or superior to, information presented in accordance with IFRS.

The Group believes that these non-IFRS financial measures, in addition to IFRS measures, provide an enhanced understanding of

the Group’s results and related trends, therefore increasing transparency and clarity of the Group’s results and business.

There are no generally accepted accounting principles governing the calculation of these measures and the criteria upon which

these measures are based can vary from company to company. The non-IFRS financial measures presented in this annual report may

not be comparable to other similarly titled measures used by other companies, have limitations as analytical tools and should not be

considered in isolation or as a substitute for analysis of the Group’s operating results as reported under IFRS. The Group encourages

investors and analysts not to rely on any single financial measure but to review the Group’s financial and non-financial information in

its entirety.

The following non-IFRS measures are presented in this annual report.

TCE income — Shipping per calendar day (total)

The Group defines TCE income — Shipping per calendar day (total) as TCE income — Shipping divided by calendar days (total).

The Group defines calendar days (total) as the total number of days in a period during which vessels are owned or chartered-in is

in its possession, including technical off-hire days and waiting days (see “— TCE income — Shipping per available day” below for

the definition of waiting days and technical off-hire days). Calendar days are an indicator of the size of the fleet over a period and

affect both the amount of revenue and the amount of expense that the Group records during that period because it is a measure of how

well the Company manages the fleet technically and commercially.

The reconciliation of TCE income — Shipping per calendar day (total) to TCE income — Shipping for the years ended 31

December 2024, 2023 and 2022 is provided below.

Year ended 31 December

2024

2023

2022

TCE income – Shipping (US$’000)

608,196

797,495

567,661

Calendar days (total)

12,833

12,940

13,988

TCE income – Shipping per calendar day (total) (US$’000)

47.4

61.6

40.6

TCE income — Shipping per available day

The Group defines TCE income — Shipping per available day as TCE income — Shipping divided by available days.

The Group defines available days as the total number of days (including waiting time) in a period during which each vessel is

owned or chartered-in, net of technical off-hire days. The Company uses available days to measure the number of days in a period

during which vessels actually generate or are capable of generating revenue.

The Group defines waiting days as the number of days its vessels are unemployed for market reasons, excluding technical off-

hire days. Ballast voyages, positioning voyages prior to deliveries on time charters and time spent on cleaning of tanks when vessels

are switching from one cargo type to another are not considered waiting time. Waiting days per vessel are calculated as total

waiting days for owned and chartered-in vessels divided by the number of owned and chartered-in vessels (not weighted by ownership

share in each vessel).

The Group defines technical off-hire as the time lost due to off-hire days associated with major repairs, drydockings or special or

intermediate surveys. Technical off-hire per vessel is calculated as an average for owned, bareboat and chartered-in vessels (not

weighted by ownership share in each vessel).

The Group believes TCE income — Shipping per available day is meaningful to investors because it is a measure of how well the

Group manages the fleet commercially.

The reconciliation of TCE income — Shipping per available day to TCE income — Shipping for the years ended 31

December 2024, 2023 and 2022 is provided below.

Year ended 31 December

2024

2023

2022

TCE income – Shipping (US$’000)

608,196

797,495

567,661

Available days

12,593

12,657

13,341

TCE income – Shipping per available day (US$’000)

48.3

63.0

42.6

Vessel operating expenses per calendar day (owned)

The Group defines vessel operating expenses per calendar day (owned) as vessel operating expenses divided by calendar days

(owned).

The Group defines vessel operating expenses as manning costs, vessel running expenses (such as insurance, expenses relating to

repairs and maintenance, the cost of spares and consumable stores, lube oils and communication expenses), tonnage taxes and other

miscellaneous expenses.

The Group defines calendar days (owned) as the total number of days in a period during which each vessel is owned, including

technical off-hire days and waiting days (see “— TCE income — Shipping per available day” above for the definition of waiting days

and technical off-hire days). because it measures the Group’s operational efficiency.

The reconciliation of vessel operating expenses per calendar day (owned) for the years ended 31 December 2024, 2023 and 2022

is provided below.

Year ended 31 December

2024

2023

2022

Vessel operating expenses (US$’000)

84,984

82,192

93,428

Calendar days (owned)

10,287

10,085

11,178

Vessel operating expenses per calendar day (owned) (US$’000)

8.3

8.1

8.4

Adjusted free cash flow

The Group defines adjusted free cash flow as net cash from operating activities minus cash outflows for additions in property,

plant and equipment and additions in intangible assets, plus cash inflows from progress payments for vessel upgrades and dry docks,

sale of assets held-for-sale and sale of vessels.

The Group believes adjusted free cash flow is meaningful to investors because it is the measure of the funds generated by the

Group available for distribution of dividends, repayment of debt or to fund the Group’s strategic initiatives, including acquisitions.

The purpose of presenting adjusted free cash flow is to indicate the ongoing cash generation within the control of the Group after

taking account of the necessary cash expenditures for maintaining the operating structure of the Group (in the form of capital

expenditure).

The reconciliation of adjusted free cash flow to net cash inflow from operating activities for the years ended 31 December 2024,

2023 and 2022 is provided below.

Year ended 31 December

In US$’000

2024

2023

2022

Net cash from operating activities

749,144

513,363

505,300

Additions in property, plant and equipment

(602,012)

(116,045)

(46,192)

Progress payments for vessel upgrades and dry docks

—

16,035

Additions in intangible assets

(237)

(634)

(103)

Proceeds from sale of assets held-for-sale

64,687

167,588

95,415

Proceeds from sale of vessels

—

87,883

Adjusted free cash flow

211,582

564,272

658,338

Return on capital employed (ROCE)

The Group defines return on capital employed (“ROCE”) as, with respect to a particular financial year, the ratio of the operating

profit for such year to capital employed defined as the average of the total shareholders’ equity, total borrowings and total lease

liabilities, calculated as the average of the opening and closing balance for such year as presented in the consolidated balance sheet.

The Group believes ROCE is meaningful to investors because it measures the Group’s financial efficiency and its ability to create

future growth in value.

The reconciliation of ROCE to operating profit for the years ended 31 December 2024, 2023 and 2022 is provided below.

As of, and for the year ended,

31 December

2024

2023

2022

Operating profit (US$’000)

433,689

523,729

270,832

Average of the total shareholders’ equity (US$’000)

(1)

1,761,827

1,591,375

1,491,245

Average of the total borrowings (US$’000)

(1)

677,179

445,361

610,331

Average of the total lease liabilities (US$’000)

(1)

194,564

192,661

180,012

Capital employed (US$’000)

2,633,569

2,229,397

2,281,588

ROCE

16.5

23.5

11.9

(1) Calculated as the average of the opening and closing balance for the year as presented in the consolidated balance sheet.

Rounding of Figures

Certain financial information presented in tables in this annual report has been rounded to the nearest whole number or the nearest

decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In

addition, certain percentages presented in the tables in this annual report reflect calculations based upon the underlying information

prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were

based upon the rounded numbers.

No Incorporation of Website Information

The contents of the Group’s website, any website mentioned in this annual report or any website, directly or indirectly, linked to

these websites have not been verified and do not form part of this annual report, and information contained therein should not be relied

upon.

Market and Industry Data

Unless the source is otherwise stated, the market and industry data in this annual report constitute the Group’s estimates and

analysis, using underlying data from independent third parties, including Anfil Gas, Baltic Exchange, ZeroNorth, Clarkson Research

(“Clarksons”), Fearnley Securities AS (“Fearnleys”), SSY, Affinity Shipping, Steem1960 Shipbrokers, Interocean, Reshamwala

Shipbrokers, Gibson Shipbrokers, Sentosa Shipbrokers, Sublime China Information, US Energy Information Administration,

NGLStrategy and Vortexa, as well as publicly available information. Such data include market research, consultant surveys, publicly

available information, reports of governmental agencies and industry publications and surveys. Estimates extrapolated from these data

involve risks and uncertainties and are subject to change based on various factors.

The Group confirms that all third-party data contained in this annual report has been accurately reproduced and, so far as the

Group is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the

reproduced information inaccurate or misleading.

Where third-party information has been used in this annual report, the source of such information has been identified. While

industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been

obtained from sources believed to be reliable, the accuracy and completeness of such information is not guaranteed.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements that reflect the Group’s current views with respect to future events and

financial and operational performance. You should not place undue reliance on these statements as no assurance can be given that any

particular expectation or forecast will be met.

These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms “anticipates,”

“assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “might,” “plans,” “should,” “projects,”

“will,” “would” or, in each case, their negative, or other variations or comparable terminology. In addition, in the future the Group,

and others on the Group’s behalf, may make statements that constitute forward-looking statements and, except as may be required by

applicable legal or regulatory obligations, the Group undertakes no obligation to update any forward- looking statements, whether as a

result of new information, future events or otherwise. Such forward- looking statements may include, without limitation, statements

relating to the following:

• financial strength and position of the Group;

• operating results, liquidity, prospects, growth of the Group;

• the implementation of strategic initiatives;

• other statements relating to the Group’s future business development and financial performance;

• the industry in which the Group operates, such as, but not limited to, with respect to demand for LPG carriers in the future

and expected growth in the maritime LPG transportation market.

Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are

beyond the Group’s control or precise estimate. The Group cautions you that a number of important factors could cause actual results

to differ materially from those expressed or implied in any forward-looking statement. Some of the factors that could cause actual

results or events to differ from current expectations include the following:

• general economic, political and business conditions;

• general LPG market conditions, including changes in LPG freight rates, charter rates, vessel values and bunker fuel prices

and other operating costs;

• changes in demand in the LPG shipping industry;

• the impact of trade policy matters, such as the imposition of tariffs and other import restrictions;

• any adverse developments in the maritime LPG transportation business;

• changes in, and the Group’s compliance with, governmental, tax, environmental, safety, data protection and privacy and other

laws and regulations;

• failure in the management of climate and environmental risks and delivery and performance of management environmental

objectives;

• changes in competition rules and regulations for the shipping industry;

• failure to manage disruptions, including due to climate change, abnormal weather conditions, pandemics, piracy, strikes and

boycotts, political instability, sanctions and breaches of IT systems;

• failure to implement the Group’s business strategy or manage the Group’s growth;

• damages or breakdowns of the Group’s vessels, including due to weather conditions, mechanical failures, wars or other

circumstances and events;

• failure to obtain new customers or the loss of any existing major customers;

• failure to maintain sufficient cash reserves to make capital expenditures necessary for the Group’s vessels’ maintenance;

• failure to attract and retain key management personnel, technically skilled officers and other employees;

• default by third parties with whom the Group has entered into chartered-in arrangements;

• failure of the Group’s third-party technical managers or other counterparties to meet their obligations;

• the ageing of the Group’s fleet which could result in increased operating costs;

• delays in deliveries of or cost overruns in relation to newbuilds (if any);

• failure to integrate assets or businesses acquired from third parties;

• failure to identify or take advantage of arbitrage opportunities, effectively implement the Products Services division’s

hedging strategy and source LPG from third-party suppliers;

• loss of major tax disputes or successful tax challenges to the Group’s operating structure or to the Group’s tax payments; and

• the availability of and the Group’s ability to obtain financing to fund capital expenditures, acquisitions and other general

corporate activities, the terms of such financing and the Group’s ability to comply with the restrictions and other covenants

set forth in the Group’s existing and future debt agreements and financing arrangements.

The Group cautions you that the foregoing list of important factors is not exhaustive. When evaluating forward-looking

statements, you should carefully consider the foregoing factors and other uncertainties and events, as well as the risk factors relating to

the Group’s business and industry that are set out in “Item 3. Key Information — 3.D. Risk Factors” of this annual report.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [RESERVED.]

3.B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D. RISK FACTORS

The risks and uncertainties relating to the Shares and the Group’s business and the industry in which it operates, described

below, together with all other information contained in this annual report, should be carefully considered in evaluating the Group and

the Shares. The risks and uncertainties described below represent those the Group considers to be material as of 31 December 2024.

However, these risks and uncertainties are not the only ones facing the Group. You should carefully consider the information in this

annual report in light of your personal circumstances.

Risks Related to the Industry in which the Group Operates

The highly cyclical nature of the LPG shipping industry may lead to volatility in the Group’s results of operations

External factors that affect the LPG shipping industry will have a significant impact on the Group’s results of operations. In the

past, the market for LPG transportation and the freight rates the Group can charge have been cyclical and volatile. For example,

according to Baltic Exchange (January 2025), the short-term VLGC TCE rates for shipping LPG between the Middle East and Japan

fluctuated between a high of US$175,874 per day to a low of US$6,243 per day from 2019 to the period ended December 2024. In

2024, 80.3% of the Group’s revenue from LPG shipping were generated on the basis of current market levels (“spot prices”) and

19.7% of the Group’s revenue were generated under time charters. Fluctuations in the freight rates the Group can charge its customers

result from changes in the global supply of carrying capacity and global demand for LPG. The external factors affecting supply and

demand for LPG vessels and the supply and demand for LPG transported by LPG vessels, and the nature, timing and degree of

changes in industry conditions are unpredictable.

The factors that influence the demand for LPG vessel capacity include, but are not limited to, the following factors:

• levels of demand for and production of LPG and other gases, which are affected by competition from alternative sources of

energy and alternative feedstock types, as well as the overall level of global economic activity and demand and prices for oil

and gas;

• development of new petrochemical resources and industry in countries that are currently net exporters of LPG can lead to

increased domestic LPG consumption and reduce the volumes available for shipment;

• changes in laws and regulations affecting the LPG shipping industry;

• political changes and armed conflicts in the regions through which the Group’s vessels travel and where the cargo the Group

carries is produced or consumed, which may interrupt trade routes or the production or consumption of LPG, petrochemicals,

their derivatives or their raw materials;

• other changes in marine and other transportation patterns or the availability of alternative transportation means;

• global and regional economic and political conditions, as well as environmental concerns and regulations, which could

impact the supply of LPG, as well as the demand for various types of vessels; and

• changes in global and regional trading patterns, including changes in the distances that cargo must be transported.

The factors that influence the supply of LPG vessel capacity include, but are not limited to, the following:

• the number of newbuild deliveries;

• potential delays in newbuild deliveries and/or cancellations of newbuild orders;

• port and canal congestion;

• the price of steel and vessel equipment;

• conversion of LPG carriers to other uses;

• the scrapping rate of older vessels;

• maritime regulations that could impact effective vessel sailing speed;

• the number of vessels that are off-hire and out of service; and

• piracy and other attacks and their impact on voyage routes on account of certain operators rerouting vessels away from high-

risk areas.

Adverse changes in any of the foregoing factors could have a material adverse effect on the Group’s revenue, profitability,

liquidity, cash and financial positions.

An increase in protectionism, trade disputes and the introduction of or increases to existing tariffs could have a material adverse

impact on global trade, the shipping industry and the Group’s business and materially adversely affect the Group’s results of

operations, financial condition and cash flows.

Increased trade protectionism may adversely affect the Group’s business. Recently, government leaders have declared that their

countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby affecting

global trade and depressing the demand for shipping. For example, the U.S. government has imposed tariffs on imports from Canada,

Mexico and China, and could announce additional tariffs in the future. Those countries have also implemented retaliatory tariffs in

response. Additionally, U.S. trade tensions with China may escalate beyond tariffs with a proposal by the U.S. government to impose

significant fees on any vessel entering a U.S. port.

Restrictions on imports, including in the form of tariffs and port fees, could have a significant impact on global trade and demand

for shipping. Specifically, increasing trade protectionism in the markets that the Group’s vessels and charterers serve may lead to an

increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting

countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in

the quantity of goods and products to be shipped.

In particular, the imposition of tariffs on LPG imports has previously led to indirect changes in trade patterns and LPG shipping

dynamics. Such tariffs pose significant risks to the Group’s business as they have the potential to erode price competitiveness and can

reduce demand in affected markets, disrupt established trade flows (including by redirecting products originally destined for a country

subject to tariffs to countries that are not subject to tariffs) and reduce arbitrage opportunities, which are critical for optimising

shipping routes and maximising profitability.

While there is significant uncertainty as to the duration of the measures described above and whether and to what extent new or

additional protectionist measures may be implemented, the current tariffs and corresponding retaliatory tariffs, or other legal or

regulatory developments and trade policies, may have a material adverse effect on the Group’s industry and the Group’s business,

operational strategies, results of operations, financial condition and cash flows.

Geopolitical events and political instability, such as the ongoing war in Ukraine and the potential resurgence of the Israel-Hamas

conflict, may impact the Group’s operations, international commerce and the global economy. The reactions of governments,

markets and the general public to such events, including economic sanctions and trade restrictions, may result in a number of

adverse consequences for the Group’s businesses.

The war in Ukraine continues to disrupt energy production and trade patterns. The continuing impact on energy prices and LPG

carrier rates, which initially increased as a result of the war, remains uncertain. Some of the economic sanctions imposed by the EU,

the United States and other countries in response to Russian action target the Russian oil sector and include, for instance, a prohibition

on the import of oil from Russia to the United States or the United Kingdom and the EU’s bans on importing Russian crude oil and

refined petroleum products, which took effect in December 2022 and February 2023, respectively, as well as the adoption of price

caps for seaborne Russian crude oil and petroleum products.

If Russian crude oil and natural gas become unavailable for export due to the extension of economic sanctions, boycotts or

otherwise, this could result in high oil prices that could reduce demand for LPG. The conflict may also impact various costs of

operating the Group’s business, for example, bunker expenses, for which the Group is responsible when its vessels operate in the spot

market, have increased with oil prices, and war risk insurance premiums and crewing services may be disrupted or become more

expensive, as Russia and Ukraine are significant sources of crews. The war in Ukraine and the global response continue to evolve and

their impact on energy supply and demand, energy prices and LPG operations and charter rates remains uncertain and could adversely

impact the Group’s business, results of operations and financial condition.

Although the Group does not have operations or significant direct exposure to customers in Israel or Gaza, the Group’s businesses

and operations could be negatively impacted by increased energy costs, supply chain disruptions or adverse impacts on customers

arising from a resurgence of the Israel-Hamas conflict.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to sustainability

policies may impose additional costs on the Group or expose the Group to additional risks

Companies across all industries, including the shipping industry, are facing increased scrutiny relating to their sustainability

policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are

increasingly focused on sustainability practices and in recent years have placed increasing importance on the implications and social

cost of their investments. The increased focus and activism related to sustainability and similar matters may hinder access to capital, as

investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s

sustainability practices. Organisations that provide information on corporate governance and related matters have developed ratings

processes for evaluating companies on their approach to sustainability matters. Such ratings are used by certain investors in their

decision-making. Unfavourable ratings could lead to negative investor sentiment towards the industry and diversion to other non-fossil

fuel markets. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and

standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for sustainability

issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial

condition, and/or the stock price of such a company could be materially and adversely affected. As a result, the Group may be required

to implement more stringent sustainability procedures or standards so that the Group continues to have access to capital and the

Group’s existing and future investors and lenders remain invested in the Group and make further investments in the Group.

Specifically, the Group may face increasing pressures from investors, lenders and other market participants, who are increasingly

focused on climate change, to prioritise sustainable energy practices, reduce the Group’s carbon footprint and promote sustainability.

Additionally, certain investors and lenders may exclude LPG shipping companies, such as the Group, from their investing portfolios

altogether due to sustainability factors. If the Group is faced with limitations in the debt and/or equity markets as a result of these

concerns, or if the Group is unable to access alternative means of financing on acceptable terms, or at all, the Group may be unable to

access funds to implement the Group’s business strategy or service the Group’s indebtedness, which could have a material adverse

effect on the Group’s financial condition and results of operations.

While the Group may announce voluntary sustainability targets, the Group may not be able to meet such targets in the manner or

on such a timeline as initially contemplated, including, but not limited to as a result of unforeseen costs or technical difficulties

associated with achieving such results. Achieving sustainability targets will require significant efforts from the Group and other

stakeholders and also require capital investment, additional costs, and the development of technology that may not currently exist. In

addition, the Group could be criticised for the scope or nature of such targets, or for any revision to those targets. The Group could

also incur additional costs and require additional resources to monitor, report, and comply with various sustainability practices and

regulations.

Climate change, including abnormal weather conditions, could present immediate and long-term risks to the Group’s business and

financial condition

Climate change presents immediate and long-term risks to the Group’s business and financial condition, with these risks expected

to increase over time. Climate risks can arise from physical risks (acute or chronic relating to the physical effects of climate change)

and transition risks (regulatory and legal, technological, market and reputational changes from a transition to a low-carbon economy).

Physical risks could damage properties and other assets of the business and its value chain, disrupting operations. Extreme weather

events occurring more often could result in potential physical damage, additional volatility within the Group’s business operations,

counterparty exposure and other financial risks. Transition risks may result in changes in regulations or market preference, which in

turn could have negative impacts on the results of operation or reputation of the Group. This includes risk associated with new

technologies and legislative uncertainties regarding climate risk management and practices may result in higher regulatory,

compliance, credit and reputational risks and costs.

The occurrence of a pandemic or other global health emergency, including a resurgence of the COVID-19 pandemic, may

negatively affect the Group’s business, financial performance and the Group’s results of operations, including its ability to obtain

charters and financing

The COVID-19 pandemic led a number of countries, ports and organisations to take measures against its spread, such as

quarantines and restrictions on travel. These measures caused severe trade disruptions due to, among other things, the unavailability of

personnel, supply chain disruption, interruptions of production, delays in planned strategic projects and closure of businesses and

facilities. The COVID-19 pandemic introduced uncertainty in a number of areas of the Group’s business, including its operational,

commercial and financial activities. It also negatively impacted global economic activity and demand for energy, including LPG.

Failure to control any resurgence of the spread of the virus or the occurrence of another pandemic or other global health

emergency of a similar scale could significantly impact economic activity, and demand for LPG and LPG shipping, which could

further negatively affect the Group’s business, financial condition, results of operations and cashflows. As a result of any resurgence

of new variants of COVID-19 or the occurrence of another pandemic or other global health emergency of a similar scale, the Group’s

business and the shipping industry as a whole could be impacted by a reduced workforce, delays of crew changes as a result of the

reimposition of quarantines or other constructions and delays in scheduled drydockings, intermediate or special surveys of vessels and

scheduled and unscheduled ship repairs and upgrades. The occurrence of a pandemic or other global health emergency, including the

resurgence of the COVID-19 pandemic, may also impact credit markets and financial institutions and result in increased interest rate

spreads and other costs of, and difficulty in obtaining, bank financing, including the Group’s ability to finance the purchase price of

vessel acquisitions, which could limit the Group’s ability to grow its business in line with its strategy.

An oversupply of LPG shipping capacity may have an adverse effect on LPG freight rates, which could have a material adverse

effect on the Group’s business, financial condition and results of operations

If the number of new LPG vessels delivered exceeds the number of vessels being recycled, the global vessel capacity will

increase. If the supply of vessel capacity continues to increase and the demand for vessel capacity does not increase correspondingly,

freight rates could materially decline and the value of the Group’s vessels could be adversely affected. The balance between supply

and demand for LPG vessels depends on potential new vessel orders, scrapping activity and the growth of demand for LPG shipping.

This includes VLAC (Very Large Ammonia Carriers) scheduled to deliver and carry ammonia out from the United States blue

ammonia facilities, which could affect LPG trade in the event of delays or cancellations of these projects, if these VLACs are

redirected to transport LPG instead, which could increase vessel capacity and competition and impact freight rates. The Group will

monitor the supply and demand situation closely and seek to take timely investment and divestment decisions as appropriate.

However, excess capacity will have an adverse effect on LPG freight rates, which could have a material adverse effect on the Group’s

business, financial condition and results of operations. See also “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the

Group — Over time, vessel values may fluctuate substantially and this may result in impairment charges and the Group could also

incur a loss if these values are lower at a time when the Group is attempting to dispose of a vessel.”

The Group’s growth depends on the continued growth of the global LPG market

The Group’s growth depends on the continued growth of the global LPG market and supply chain, which could be adversely

affected by a number of factors, such as:

• continued development of existing and new gas and oil infrastructure, including the continued development of shale gas

resources, particularly in the United States, which could affect the LPG export volumes;

• volatile oil prices and oil consumption;

• increases in the production of natural gas in areas linked by pipelines to areas of consumption of natural gas;

• global and/or local community and environmental group resistance to LPG production facilities and import terminals over

concerns about the environment, terrorism and safety;

• the development or extension of new and existing pipeline systems in markets the Group may serve;

• the availability and use of other energy sources, such as coal and nuclear energy, as well as new, alternative energy sources,

such as solar energy, or other factors that may make consumption of LPG products less attractive;

• any significant explosion, spill or similar incident involving an LPG facility or vessel;

• negative global or regional economic or political conditions, particularly in LPG consuming regions, which could reduce

energy consumption or negatively impact its growth; and

• changes in governmental regulations, such as the elimination of economic incentives or initiatives designed to encourage the

use of liquefied gases such as LPG over other fuel sources.

Although the Group will monitor the global LPG market and supply chain development closely and seek to take timely

investment and divestment decisions as appropriate, any adverse development in connection with the factors noted above could have a

material adverse effect on the Group’s business, financial condition and results of operations.

A deterioration in global economic conditions could materially adversely affect the Group’s business, financial condition and

results of operations

Adverse global economic conditions may negatively impact the Group’s business, financial condition, results of operations and

cash flows in ways that the Group cannot predict. There has historically been a strong link between the development of the world

economy and the demand for energy, including LPG. Global financial markets and economic conditions have been volatile in

recent years and remain subject to significant vulnerabilities, including trade wars between the United States and China or other

countries (see “– An increase in protectionism, trade disputes and the introduction of or increases to existing tariffs could have a

material adverse impact on global trade, the shipping industry and the Group’s business and materially adversely affect the Group’s

results of operations, financial condition and cash flows”), the effects of volatile energy prices and continuing turmoil and hostilities

in Russia, Ukraine, the Middle East, the Korean Peninsula, North Africa and other geographic areas. An extended period of adverse

development in global economic conditions or a tightening of the credit markets could reduce the overall demand for LPG and have a

negative impact on the Group’s customers. These potential developments, or market perceptions concerning these and related issues,

could affect the Group’s business, financial condition and operating results.

Furthermore, a future economic slowdown could have an impact on the Group’s customers and/or suppliers including, among

other things, causing them to fail to meet their obligations to the Group. Similarly, a future economic slowdown could affect lenders

participating in the Group’s secured term loans and revolving credit facilities, making them unable to fulfil their commitments and

obligations to the Group. Any reductions in activity owing to such conditions or failure by the Group’s customers, suppliers or lenders

to meet their contractual obligations to the Group could adversely affect the Group’s business, financial condition and operating

results.

Increases in bunker fuel prices and other operating costs may significantly increase the Group’s voyage expenses relating to the

operation of its LPG vessels on the spot market (including under CoAs)

The Group’s vessels need to consume bunker fuel for propulsion and other auxiliary purposes such as generating electricity on

board. In accordance with industry practice, the Group is responsible for voyage expenses, including bunker fuel costs, when

operating its LPG vessels on the spot market (including under CoAs). Historically, bunker fuel expenses have amounted to more than

one-half of the Group’s total voyage expenses. The Group’s bunker fuel expenses accounted for 47% of the Group’s voyage expenses

for the year ended 31 December 2024, and 40% of the Group’s voyage expenses for the year ended 31 December 2023. If the price of

bunker fuel oil increases/decreases by 50% (2023: 50%) with all other variables held constant, the Group’s profit after tax for the

financial year will be lower/higher by US$90.7 million (2023: US$102.4 million) as a result of higher/lower bunker fuel oil

consumption expense. Increases in the cost of bunker fuel are subject to a number of economic, natural and political factors affecting

the level of crude oil prices in global markets that are beyond the Group’s control, including worldwide demand and supply

imbalances, political instability and natural disasters in oil-producing regions. For example, following the financial crisis, in 2008,

bunker prices nearly doubled in the span of a few months. From 2 January 2024 to 31 December 2024, the highest and lowest reported

bunker prices for Singapore VLSFO were US$666 and US$525, respectively (source: Platts Bunkerwire). An increase in the cost of

bunker fuel could significantly increase voyage expenses for the Group’s LPG vessels, which could have a material adverse effect on

its own results on its operations to the extent that it is not able to increase its freight rates commensurately or otherwise to recover

bunker fuel cost increases from its customers. Other operating expenses, such as for example crew costs, may also fluctuate and affect

the Group’s profitability.

Furthermore, fuel may become significantly more expensive in the future, which may reduce the Group’s profitability. In

addition, the entry into force on 1 January 2020 of the 0.5% global sulphur cap in marine fuels used by vessels that are not equipped

with sulphur oxide exhaust gas cleaning systems under the International Convention for Prevention of Pollution from Ships Annex VI

may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an

additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect the Group’s cash flows,

earnings and results of operations.

Shipping is a business with inherent risks and the Group’s own insurance may not be adequate to cover the Group’s losses

The operation of any ocean-going vessel represents a potential risk of major losses and liabilities, death and injury of persons or

property damage caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other

circumstances or events, including the recent conflict between Russia and Ukraine. In addition, the transportation of LPG is subject to

the risk of pollution and to business interruptions due to political unrest, economic instability, hostilities, labour strikes and boycotts.

An accident involving any of the Group’s vessels could result in death or injury to persons, loss of property, environmental damage,

delays in delivery of cargo, loss of revenue from termination of contracts or unavailability of vessels, fines or penalties, higher

insurance rates, litigation with the Group’s employees, customers or third parties and damage to the Group’s reputation and customer

relationships generally.

In the event of damage to a vessel or catastrophic events as mentioned above, the Group will rely on its insurance to pay or

reimburse the insured value of the vessel or the expenses incurred to rectify such damage, including repair costs at shipyards.

Typically, there are insurance deductibles that are not recoverable. The Group may not have sufficient insurance coverage for the

range of risks to which the Group is exposed. Some claims may not be covered such as time lost when a vessel is unavailable for

employment and some claims may also not be covered if for any reason the claim or claims exceed the insurance policy limit. In

addition, in the future the Group may be unable to procure adequate insurance coverage on commercially acceptable terms or at all.

Any significant loss or liability for which the Group is not insured could have a material adverse effect on the Group’s business,

financial condition and results of operations. In addition, the loss of earnings or prolonged unavailability of a vessel, including the

actual repair costs, could have a material adverse effect on the Group’s business, financial condition and results of operations even if

insurance coverage was available.

See “Item 4. Information on the Company — 4.B. Business Overview — Insurance” for further information about the Group’s

insurance.

Charter rates may fluctuate substantially and if rates are lower when the Group is seeking a new charter, the Group’s revenue and

cash flows may decline

The Group’s ability from time to time to charter or re-charter any vessel at attractive rates will depend on, among other things, the

prevailing economic conditions in the LPG industry. Charter rates may fluctuate over time as a result of changes in the supply-demand

balance relating to current and future vessel capacity. This supply-demand relationship largely depends on a number of factors outside

the Group’s control. The LPG charter market is connected to world LPG prices and energy markets, which the Group cannot predict.

A substantial or extended decline in demand for LPG could materially adversely affect the Group’s ability to re-charter its vessels at

acceptable rates or to acquire and profitably operate new vessels.

Charter rates at a time when the Group may be seeking new charters may be lower than the charter rates at which the Group’s

vessels are currently chartered. If charter rates are lower when the Group is seeking a new charter, its revenue and cash flows,

including cash available for dividends to its shareholders, may decline, as it may only be able to enter into new charters at reduced or

unprofitable rates or it may have to secure a chartered-in vessel in the spot market, where hire rates are more volatile. Prolonged

periods of low charter hire rates or low vessel utilisation could also have a material adverse effect on the value of the Group’s assets.

The Group’s international operations are exposed to the risk of acts of piracy, geopolitical risks and sanctions, which could result

in increasing costs of operations

Acts of piracy on ocean-going vessels could adversely affect the Group’s business. Acts of piracy have historically occurred in

areas where the Group has operated, such as the Gulf of Aden, Indian Ocean and west coast of Africa. Moreover, since

December 2023, there have been increasing threats to commercial vessels transiting the Red Sea and adjacent waterways, including

incidents of piracy as well as drone and missile attacks. There is a risk that acts of piracy will continue to occur in these areas, as well

as other regions. These actions are thought to be led by the Yemen-based Houthi rebel group, reportedly in reaction to the ongoing

armed conflict between Israel and Hamas. Geopolitical tensions may result in the imposition of sanctions that could expose the

Group’s vessels to delays and/or financial penalties, including cancellations of insurance cover if a cargo is, or individuals and/or

entities associated with the cargo are, found to breach sanctions despite the Group having undertaken adequate due diligence.

Geopolitical tensions may result in attacks to, or unlawful seizure of vessels at sea by rogue states and insurgent entities.

Avoidance of passages through the affected areas will involve undertaking significant deviations from normal routing and could result

in delays to vessels’ commitments.

Aside from the threat of vessel loss or damage, piracy, geopolitical risks and sanctions may increase insurance and crew costs for

the Group if the Group is unable to pass the additional cost on to the charterer. In such circumstances, the foregoing exposures may

have a material adverse effect on the Group’s business, results of operations, cash flows and financial condition, which could be

exacerbated should the Group expand its operations or number of port calls by the Group’s vessels in countries which are subject to

the foregoing risks or such risks that impact geographic markets in which the Group operates or the ports at which its vessels call.

The Group transports gas across a wide variety of national jurisdictions, which exposes the Group to risks inherent to operating

internationally and in politically unstable regions. In addition, the Group works with local agents and business associates all over

the world, heightens the risk of exposure to potential economic sanctions and anti-bribery/anti-corruption issues, any of which

may have a negative impact to the Group’s reputation and financial condition

Transporting gas across a wide variety of national jurisdictions creates a risk of business interruptions due to political

circumstances in foreign countries, hostilities, labour strikes and boycotts, the potential for changes in tax rates or policies and the

potential for government expropriation of the Group’s vessels. Changes in political regimes or other political instability, as well as the

risk of war, other armed conflicts and general unrest, may negatively affect the Group’s operations in foreign countries. Some of the

Group’s operations takes place in regions that present identifiable security risks, including the risk of terrorism. Although the Group

has not been victim to terrorist attacks, there can be no assurance that it will not happen in the future, the occurrence of which could

adversely affect the Group’s business. In addition, inadequacies of the legal systems and law enforcement mechanisms in certain

countries in which the Group operates or in which the Group’s vessels call may leave the Group exposed to a number of uncertainties.

The UK Bribery Act and US Foreign Corrupt Practices Act have extraterritorial application and may cover agents and business

associates that the Group deals with in different jurisdictions. Additionally, sanctions imposed on certain countries, companies or

individuals by international and regional bodies such as the United Nations, the United States and the EU, including in connection

with Russia’s invasion of Ukraine, could materially adversely affect the Group’s ability to trade with those sanctioned persons,

sanctioned countries and/or companies/individuals linked with such persons and countries. Any of these events may result in loss of

revenue, increased costs and decreased cash flows.

Although the Group has compliance policies and procedures in place and believes that it has been and is in compliance with all

applicable sanctions and embargo laws and regulations and it intends to maintain such compliance, there can be no assurance that the

Group will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing

interpretations. Any future violation of applicable sanctions and embargo laws and regulations could result in fines, penalties or other

sanctions that could severely impact the Group’s ability to access US capital markets and conduct business, and could result in some

investors deciding, or being required, to divest their interest, or not to invest, in the Group. Engaging in activities contrary to economic

sanctions or foreign policy interests of a particular country could result in the Company or any of its affiliates becoming sanctioned by

the United Nations, the United States, the EU or other authorities. The Group’s vessels have not called at ports located in countries

that are subject to restrictions imposed by the EU, the United States and other governments. Although the Group endeavours to take

precautions reasonably designed to mitigate the risk of any such occurrences, it is possible that, in the future, the Group’s vessels may

call at ports located in countries that are subject to restrictions imposed by the EU, the United States and other governments, thus

resulting in legal or political repercussions that may have a material adverse effect on the business, financial condition and results of

operations.

Current or future counterparties of the Group, including its joint venture partners, may become sanctioned or violate applicable

sanctions or embargo laws and regulations and/or be affiliated with persons or entities that are or may in the future be the subject of

sanctions imposed by international and regional bodies such as the United Nations, the United States and the EU. If the Group

determines that the relevant sanctions or embargo laws and regulations require the Group to terminate its existing or future contracts,

it may have a material adverse effect on the Group’s business, financial condition and results of operations.

Risks Related to the Group

The Group may not be able to implement its business strategy successfully or manage its growth effectively

The Group’s strategy is to ensure environment and customer-focused operational excellence and explore growth opportunities

along the energy value chain. Future growth will depend on the successful implementation of the Group’s business strategy. The

Group’s ability to achieve its business and financial objectives is subject to a variety of factors, many of which are beyond the Group’s

control. A principal focus of the Group’s strategy is to identify opportunities to grow within the LPG shipping and adjacent value

chain areas, which will depend upon a number of factors, including the Group’s ability to attract funding.

The Group’s management will review and evaluate the business strategy with the Board of Directors on a regular basis. The

Group’s failure to execute its business strategy or to manage its growth effectively could materially and adversely affect the Group’s

business, financial condition and results of operations. In addition, there can be no guarantee that even if the Group successfully

implements the Group’s strategy, it will result in an improvement of the Group’s results of operations. Furthermore, the Group may

decide to alter or discontinue aspects of the Group’s business strategy and adopt alternative or additional strategies in response to the

Group’s operating environment or competitive situation or factors or events beyond the Group’s control.

The Group’s growth in the LPG shipping market depends on its ability to expand relationships with existing customers and obtain

new customers, for which the Group will face substantial competition

The process of obtaining new charter agreements is highly competitive and generally involves an intensive screening process and

competitive bidding process that often extends for several months. Contracts are awarded based upon a variety of factors, including:

• the size, age, fuel efficiency, emission levels, and condition of a vessel;

• the charter rates offered;

• the operator’s industry relationships, experience and reputation for customer service, quality operations and safety;

• the quality, experience and technical capability of the crew;

• the operator’s relationships with shipyards and the ability to get suitable berths;

• the operator’s construction management experience, including the ability to obtain on-time delivery of new vessels according

to customer specifications;

• the operator’s willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for

force majeure events; and

• the competitiveness of the bid in terms of overall price.

The Group’s LPG vessels operate in a highly competitive market and the Group expects substantial competition for providing

transportation services from a number of companies (both LPG vessel owners and operators). The Group’s existing and potential

competitors may have significantly greater financial resources than the Group does. Competition for the transportation of LPG

depends on the price, location, size, age, condition and acceptability of the vessel to the charterer. Further, competitors with greater

resources may have larger fleets or could operate larger fleets through consolidations, acquisitions, newbuilds or pooling of their

vessels with other companies and therefore may be able to offer a more competitive service than the Group, including better charter

rates. The Group expects competition from a number of experienced companies providing contracts for gas transportation services to

potential LPG customers, including state-sponsored entities and major energy companies affiliated with the projects requiring shipping

services. As a result, the Group may be unable to expand its relationships with existing customers or to obtain new customers on a

profitable basis, if at all, which would have a material adverse effect on the Group’s business, financial condition and operating

results.

Competition from more technically advanced LPG carriers could reduce the Group’s charter hire income and the value of the

Group’s vessels

The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s

efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to be loaded and unloaded

quickly. Flexibility includes the ability to enter harbours, utilise related docking facilities and pass through canals and straits. Physical

life is related to the original design and construction, maintenance and the impact of the stress of operations. If new LPG carriers are

more efficient, flexible or have longer physical lives than the Group’s vessels, competition from these more technologically advanced

LPG carriers could adversely affect the charter rates the Group receives for its vessels once their current charters are terminated and

could also adversely affect the resale value of the Group’s vessels. As a result, the Group’s business, financial condition and operating

results could be materially adversely affected.

The Group will be required to make substantial capital expenditures in order to modernise the fleet and to maintain the quality of

the vessels the Group owns

The Group’s cash flows and income are dependent on the revenue earned through the chartering of its vessels, and the Group

must make substantial capital expenditures over the long term to maintain the operating capacity of its fleet in order to preserve its

capital base. If the Group is unable to maintain sufficient cash reserves to finance the replacement of the vessels in its fleet at the end

of their useful lives and alternative sources of financing are unavailable, the business, financial condition, operating results and ability

to pay dividends would be adversely affected. In addition, any reserves set aside for vessel replacement will not be available to

support or expand the Group’s business or to pay dividends.

In addition, the Group must make capital expenditures to maintain its vessels over the long-term. These maintenance capital

expenditures include capital expenditures associated with drydocking a vessel, modifying an existing vessel, retrofitting an existing

vessel with LPG dual-fuel propulsion technology or acquiring a new vessel to the extent these expenditures are incurred to maintain or

increase the operating capacity of the vessels. The Group’s vessels are drydocked periodically for repairs and renewals and, in

addition, may have to be drydocked in the event of accidents or other damage. The Group’s capital expenditure for drydocking for

2024 was US$5.0 million, and it is expected to be US$59.2 million for 2025.

The Group’s maintenance capital expenditures may increase as a result of:

• increases in the cost of labour and materials;

• changes in customer requirements;

• increases in the size of the Group’s fleet;

• changes in technical developments in vessel;

• changes in governmental regulations and maritime self-regulatory organisation standards relating to safety and other factors;

• changes in security or the environment; and

• changes in competitive standards.

Due to the Group’s lack of diversification, adverse developments in the maritime LPG transportation business would adversely

affect the Group’s business, financial condition and operating results

The Group relies primarily on the cash flow generated from its vessels that operate in the maritime LPG transportation business.

Unlike some other shipping companies, which have various vessels that can carry containers, dry bulk, crude oil and oil products, the

Group currently depends exclusively on the transport of LPG. The substantial majority of the Group’s gross profit is derived from a

single source — the maritime transport of LPG — and its lack of a diversified business model could materially adversely affect the

Group if the maritime LPG transportation sector fails to develop in line with the Group’s expectations. The Group’s lack of

diversification could make it vulnerable to adverse developments in the international LPG shipping industry which would have a

significantly greater impact on the Group’s business, financial condition and operating results than it would if it maintained more

diverse assets or lines of business.

International, regional and local competition rules and regulations for the shipping industry may adversely affect the Group’s

business, financial condition and results of operations

The Group operates a significant VLGC fleet. Any expansion involving acquisitions of all or part of other companies’ gas carrier

fleets will need to comply with antitrust and competition rules and regulations in various jurisdictions in which the Group operates or

in which the Group’s vessels call. This could require filing for clearances and approvals which may not be forthcoming, may involve

lengthy delays and might result in a transaction being prohibited or permitted with conditions that may or may not be acceptable.

There can therefore be no assurance that any such transactions will be approved or consummated, and this may hinder expansion

plans.

The entry into any joint venture or pooling arrangements with third parties may also require approval from antitrust and

competition authorities in various jurisdictions and there can be no assurances that approvals will be obtained or, if they are granted

with conditions, that those conditions will be acceptable to the Group. This may hinder the Group’s business and growth opportunities

or result in monetary and other penalties from regulatory authorities.

The Group may have more difficulty entering into long-term LPG time charters if the short-term or spot LPG shipping market

becomes increasingly active, resulting in more volatility in the Group’s results

The Group enters into spot charters, CoAs and time charters. If the spot or short-term LPG shipping market were to become

increasingly active and increasingly more transparent, resulting in easier access for customers to enter into spot or short-term charter

arrangements at competitive rates, the Group may have more difficulty entering into long-term time charters for the Group’s vessels.

An inability to enter into long-term charters may result in more volatility in the Group’s results, could lower utilisation rates, and

would make cash flows and income less predictable. As a result, this could have a material adverse effect on the Group’s business,

financial condition and results of operations. Furthermore, revenue may decline following expiration or early termination of current

charter arrangements and as a result, the Group’s cash flow may decrease and be less stable.

The Group derives a significant portion of its LPG revenue from its top five Shipping customers, and the loss of any such

customers or default by any of these customers could result in a significant loss of revenue and cash flows

In 2024, the Group’s top five Shipping customers by revenue included Vitol, Hindustan Petroleum Corporation Limited, Aramco

Trading Company, Abu Dhabi Marine International Chartering and Indian Oil Corporation, representing an aggregate of 40.8% of the

Group’s Revenue – Shipping.

A customer may in certain circumstances terminate its charter agreement, including if the delivery of the vessel is delayed beyond

a specified time, outbreak of war occurs or the vessel’s flag state becomes engaged in hostilities. If a customer terminates its charter

agreement with the Group pursuant to the terms of the agreement or otherwise, the Group may be unable to re-deploy the related

vessel on terms as favourable to the Group. If the Group is unable to re-deploy a vessel, the Group will not receive any revenue from

this vessel, but the Group would have to pay expenses as necessary to maintain the vessel in operating condition.

The loss of any significant customer, or a decline in payments under the Group’s charter agreements, could have a material

adverse effect on the Group’s business, financial condition and results of operations.

The Group may suffer from off-hire or performance claims by the Group’s customers

Under the Group’s time charter contract agreements, the Group warrants certain specifications, conditions and performance of the

vessels assigned under such charter agreements. The Group may not be able to fulfil its obligations under these charter agreements.

Should the Group not be able to meet its obligations, charterers may be entitled to withhold the payment of charter hire, resulting in

loss of income to the Group. Charterers may be further entitled to advance legal claims against the Group for under performance under

the relevant charter agreements. Such actions by charterers could have a material adverse effect on the Group’s business, financial

condition and results of operations.

The Group may be exposed to risks because it provides services to customers either as the registered owner of the vessel or by way

of entering into chartered-in arrangements with a third party and then chartering-out such vessels to customers

The Group may provide marine transportation services to customers through its fleet of owned vessels where a member of the

Group is the registered owner or by way of entering into “chartered-in” arrangements with a third party and then “chartering-out” such

vessels to customers.

As a registered owner of a vessel, the Group will assume responsibility for all functions related to the vessel including financing,

commercial management and ship management functions such as maintenance, repair, crew manning, navigation and insurance. In

addition, if the Group enters into a voyage charter with a customer, the Group will be responsible for all voyage costs including

bunkering, port charges and other relevant voyage related cost such as additional war risk premium, brokerage, etc. On the other hand,

if the Group charters-in a vessel, some of these functions will be the responsibility of the third-party owner. For example, if the Group

time charters-in a vessel, the Group will generally not assume the responsibility for finance, maintenance, repair, crew manning,

navigation and insurance of the vessel, but will be responsible for the commercial management of the vessel. However, if the Group

provides service to a customer via a voyage charter arrangement, the Group will also be responsible for all the voyage costs.

If the Group charters-in a vessel, it will have less operational risk as compared to acting as a registered owner. However, the

Group may not be able to exercise full control of the availability over a chartered-in vessel. This may be due to the default by the third

party from whom the vessel has been chartered-in. Such a default could include a financial default involving failure to pay suppliers or

the bankruptcy of such third party which could result in a court sanctioned arrest or detention of the vessel by financiers or suppliers.

Furthermore, in a long-term time charter or bareboat charter arrangement, the Group is committed throughout the charter period and

will not have the liberty to cancel the charter should the market become unfavourable. There may also be associated reputation risks if

the standard of the chartered-in vessel is below those of the Group’s own vessels. The risks of chartering-in vessels are balanced

against the risk of registered ownership, which are the various attendant costs of owning and operating a fleet of vessels.

All the above factors could have a material adverse effect on the Group’s business, financial condition and results of operations.

Over time, vessel values may fluctuate substantially and this may result in impairment charges and the Group could also incur a

loss if these values are lower at a time when the Group is attempting to dispose of a vessel

Vessel values for LPG carriers can fluctuate substantially over time due to a number of different factors, including:

• prevailing economic conditions in LPG and energy markets;

• the level of demand for LPG;

• the supply of vessel capacity; and

• the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment (for

example with respect to achieving reduced fuel consumption), changes in applicable environmental or other regulations or

standards.

The Group assesses at each balance sheet date whether there is any indication that a vessel’s value may be impaired. If any such

indication exists, the Group will estimate the recoverable amount of the asset and write down the vessel to the recoverable amount

through the income statement. Fluctuation in vessel values may result in impairment charges or lead the Group to be unable to dispose

of vessels at a reasonable value, either of which could have a material adverse effect on the Group’s business, financial condition and

result of operations.

The Group has entered into related party transactions and may enter into related party transactions in the future

The Group has entered and may in the future enter into agreements with entities belonging to the other affiliates of the Group,

including those described in “Item 7. Major Shareholders and Related Party Transactions — Item 7.B. Related Party Transactions.”

Although the Group believes that the transactions with its affiliates are on arm’s length terms, the Group cannot assure potential

investors that conflicts of interest may not arise in the future, including in relation to, or as a result of, new business opportunities.

Risks Related to the Group’s Operations

The Group may experience operational problems that reduce revenue and increase costs

Gas carriers are complex vessels and their operation is technically challenging. Maritime transportation operations are subject to

mechanical risks and problems. Operational problems, such as loss of cargo, mechanical failures and quality of bunkers supplied, may

lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Further, the Group

relies on timely, high quality and reliable suppliers and a significant supply of consumables, spare parts and equipment to operate,

maintain, repair and upgrade the Group’s fleet of vessels. Delays in delivery or unavailability of supplies could result in off-hire days

due to consequent delays in the repair and maintenance of the Group’s fleet. This would negatively impact the Group’s revenue and

cash flows. Cost increases could also negatively impact the Group’s future operations. Any of these results could materially adversely

affect the Group’s business, financial condition and operating results.

Changes in laws and regulation may have an adverse effect on the Group’s results of operations

Operations in international markets are subject to risks inherent in international business activities, including, in particular,

fluctuating economic conditions, overlapping and differing tax structures, managing an organisation spread over various jurisdictions,

unexpected changes in regulatory requirements and complying with a variety of foreign laws and regulations. Changes in the

legislative, governmental and economic framework governing the activities of the shipping industry, could also have a material

negative impact on the Group’s results of operations and financial condition. Political decisions made in the countries and regions in

which the Group’s vessels operate or call may further expose the Group to political, governmental and economic instability, which

could in turn materially adversely affect the Group’s business, financial condition and operating results.

Compliance with environmental laws or regulations may have an adverse effect on the Group’s results of operations

The shipping industry is affected by extensive and changing international conventions and national, state and local laws and

regulations governing environmental matters in the jurisdictions in which the Group’s vessels operate or call and in the country in

which such vessels are registered. In addition, legal and regulatory changes due to concerns relating to climate change, GHG

restrictions, as well as vessel classification societies, may impose significant requirements on the Group’s vessels. These regulatory

measures may include, for example, the adoption of cap and trade regimes, carbon taxes, increased energy efficiency standards,

carbon intensity metrics for vessels and incentives or mandates for renewable energy. Compliance with future changes in laws and

regulations relating to climate change could increase the costs of operating and maintaining the Group’s vessels and could require the

Group to install new emission controls, as well as acquire allowances, pay taxes related to the Group’s GHG emissions or administer

and manage a GHG emissions programme. Regulation of vessels, particularly in the areas of safety and environmental impact, may

change in the future and require the Group to incur significant capital expenditures and/or additional operating costs in order to keep

the Group’s vessels in compliance. See “Item 4. Information on the Company — 4.B. Business Overview — Regulatory Overview.”

Compliance with safety and other vessel requirements imposed by classification societies may be costly and could adversely affect

the Group’s business, financial condition and operating results

The hull and machinery of every commercial vessel must be classed by a classification society authorised by its country of

registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations

of the country of registry of the vessel and the Safety of Life at Sea Convention. The Group’s vessels are currently enrolled with

DNV, Lloyds Register, American Bureau of Shipping, Indian Register of Shipping and Nippon Kaiji Kyokai. All of the Group’s

vessels have been awarded ISM certification under the International Safety Management (“ISM”) Code.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, dependent on the

nature and severity of the noncompliance, the vessel may face restrictions in trading and could be required to be off-hire while the

issues are remedied. This could materially adversely affect the Group’s business, financial condition and results of operation.

The Group’s operating results may be subject to seasonal fluctuations and weather conditions

The Group operates its vessels in markets that have historically exhibited seasonal variations in demand and, as a result, changes

in charter hire and freight rates. In recent years, the VLGC shipping market has been subject to several seasonal drivers that have

impacted earnings. These include, among other things, colder than expected temperatures in key importing regions, which in turn

could result in higher demand for LPG used for heating purposes. As a result, the Group’s earnings have historically been higher

during the quarters ended 31 December and 31 March and have been lower during the quarters ended 30 June and 30 September. In

addition, unpredictable weather patterns tend to disrupt vessel scheduling and supplies of certain commodities. The utilisation of the

Group’s vessels may be affected by sea conditions, such as currents and swell, as well as weather conditions, such as fog, winds,

storms, typhoons and hurricanes. Unpredictable weather conditions could also affect the water levels of the Panama Canal water

reserves, which could result in higher transit fees and longer waiting times as available transit slots become limited. If access to the

Canal is restricted for vessels sailing between the United States and the Far East, this could result in elevated charter rates and, if

vessels re-route, longer journey times. While the Group’s time charter agreements typically provide for uniform monthly fees over the

term of the charter, to the extent any of its time charter agreements expire during relatively weaker fiscal quarters, the Group may have

difficultly re- chartering those vessels at similar rates or at all. As a result, the Group may have to accept lesser rates or reduced

utilisation for the Group’s vessels, which could materially adversely impact its business, financial condition and operating results.

The Group’s vessels may suffer damage and the Group may face unexpected costs and off-hire days

In the event of damage to the Group’s owned vessels, the damaged vessel would be off-hire while it is being repaired, which

would decrease the Group’s revenue and cash flows, including cash available for dividends to the Group’s shareholders. In addition,

the costs of vessel repairs are unpredictable and can be substantial. In the event of repair costs that are not covered by the Group’s

insurance policies, the Group may have to pay such repair costs, which would decrease the Group’s earnings and cash flows. See

“Item 4. Information on the Company — 4.B. Business Overview — Insurance.” Moreover, as certain of the Group’s vessels are “sister

vessels” and are built to the same specifications, any design flaw within the vessel design would be common to all “sister vessels,”

such that any design flaws in “sister vessels” may result in greater repairs costs than had each of the Group’s vessels utilised different

designs.

The required drydocking of the Group’s vessels could be more expensive and time consuming than originally anticipated, which

could adversely affect the Group’s results of operations and cash flows

Drydockings of the Group’s owned vessels require significant capital expenditures and result in loss of revenue while such

vessels are off-hire. Any significant increase in either the number of off-hire days due to such drydockings or in the costs of any

repairs carried out during the drydockings could have a material adverse effect on the Group’s profitability and cash flows. The Group

may not be able to accurately predict the time required to drydock any of its vessels or any unanticipated problems that may arise. If

more than one of the Group’s vessels is required to be out of service at the same time, or if a vessel is drydocked longer than expected

or if the cost of repairs during the drydocking is greater than budgeted, the Group’s results of operations and cash flows, including

cash available for dividends to its shareholders, could be materially adversely affected.

The Group may be unable to attract and retain key management personnel and other employees, which may negatively impact the

effectiveness of the Group’s management and results of operations

The Group’s success depends to a significant extent upon the abilities and efforts of the Group’s management team and its ability

to retain key members of the management team, including recruiting, retaining and developing skilled personnel for its business. The

demand for personnel with the capabilities and experience required in the LPG and shipping industries is high, and success in

attracting and retaining such employees is not guaranteed. There is intense competition for skilled personnel and there are, and may

continue to be, shortages in the availability of appropriately skilled people at all levels. Shortages of qualified personnel or the

Group’s inability to obtain and retain qualified personnel could have a material adverse effect on the Group’s business, results of

operations, cash flow and financial condition.

The Group depends on third party managers to manage part of the Group’s fleet

The Group outsources the technical management of certain of its vessels to third-party technical managers including technical

support, crewing, operation, maintenance and repair. The Group’s success depends, to a significant extent, upon the abilities and

efforts of technical managers and their ability to hire and retain key personnel. The loss of technical managers’ services, their failure

to perform obligations under technical management agreements and their failure to retain personnel could adversely impact the

Group’s business, results of operations and financial condition. In addition, the Group might not be able to find replacement technical

managers on terms as favourable as those currently in place.

A shortage of qualified officers may impact the ability to crew the Group’s vessels and increase operating costs

The Group’s LPG carriers require technically skilled officers with specialised training. Certain charterers and other customers

have an officers’ requirement matrix with pre-determined standards for vessel operators. These include requirements for officers with

respect to both service time and shipping sector experience. As the supply of gas carriers and LPG carriers continues to grow, the

demand for such technically skilled officers has increased and is leading to a shortage of such personnel. If the Group’s technical

managers are unable to employ such technically skilled officers, they will not be able to adequately staff the Group’s vessels and

effectively train crews. The Group expects that crewing costs will continue to increase. A continuing or worsening deficit in the

supply of technically skilled officers or an inability of the technical managers to attract and retain such qualified officers could impair

the Group’s ability to operate and further increase the cost of crewing its vessels and, thus, materially adversely affect the Group’s

business, financial condition and operating results.

The majority of the Group’s seagoing staff are members of labour unions and the Group may face labour disruptions that could

interfere with its operations and have a material negative effect on the Group’s business, financial condition and results of

operations

The Group is subject to the risk of labour disputes and adverse employee relations, and these disputes and adverse relations could

disrupt the Group’s business operations and adversely affect the Group’s business, financial condition and results of operations. The

majority of the Group’s seagoing staff are represented by labour unions under collective bargaining agreements in their home

countries. Although the Group has not had any material problems in the past with the labour unions, the Group can give no assurance

that there will not be labour disputes and/or adverse employee relations in the future.

The Maritime Labour Convention, 2006 (“MLC”) is an international labour convention adopted by the ILO, which applies to the

Group’s seagoing staff. The MLC is widely known as the “seafarers’ bill of rights,” and was adopted by government, employer and

worker representatives in February 2006. The MLC aims both to achieve decent work for seafarers and to secure economic interests

through fair competition for quality vessel owners. The Group believes it is in compliance with the MLC but, given the recency of the

binding nature of the MLC and the uncertainty around interpretation of the MLC and the local legislation that enacts it in various

countries, there are risks associated with ensuring that the Group is in proper compliance with the MLC.

The Group has been and in the future may be subject to litigation that could have an adverse effect on the Group’s business

The Group has been and may in the future be involved from time to time in litigation matters. These matters may include, among

other things, contract disputes, personal injury claims, environmental claims or proceedings, toxic tort claims, employment matters

and governmental claims for taxes or duties as well as other litigation that arises in the ordinary course of business. The Group cannot

predict with certainty the outcome of any claim or other litigation matter. The ultimate outcome of any litigation matter and the

potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these

matters, could have a material adverse effect on the Group.

In addition, crew members, suppliers of goods and services, shippers of cargo and other parties may be entitled to a statutory or

maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a statutory or maritime lien holder may

enforce its lien by arresting or attaching a vessel. The arrest or attachment of one or more of the Group’s vessels could interrupt the

Group’s business, financial condition and results of operations.

The Group relies on information technology systems and other operating systems to conduct its business, and disruption, failure or

security breaches of these systems could adversely affect its business and results of operations

The Group relies on information technology (“IT”) systems in order to communicate with vessels and achieve its business

objectives. The Group relies upon accepted security measures and technology such as access control systems to securely maintain

confidential and proprietary information maintained on its IT systems, and market standard virus control systems. The Group’s

portfolio of hardware and software products, solutions and services and its enterprise IT systems may be vulnerable to damage or

disruption caused by circumstances beyond its control, such as catastrophic events, power outages, natural disasters, computer system

or network failures, computer viruses, cyber-attacks or other malicious software programmes. The failure or disruption of the Group’s

IT systems to perform as anticipated for any reason could disrupt the Group’s business and result in decreased performance,

remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation and the loss of suppliers or

customers. A significant disruption or failure could have a material adverse effect on the Group’s business operations, financial

performance and financial condition.

The Group’s failure to comply with data protection and privacy laws could damage its third-party relationships and exposes the

Group to litigation, financial and reputational risks and potential fines

Data protection and privacy laws apply to the Group in certain countries in which it does business. For example, the EU General

Data Protection Regulation (the “GDPR”) imposes penalties up to 20 million euros or up to 4% of global annual turnover, whichever

is higher, for especially severe violations. The GDPR requires mandatory breach notification, the standard for which is, subject to

certain variations, also followed in a number of jurisdictions outside the EU (including in Asia). Non-compliance with data protection

and privacy laws could expose the Group to regulatory investigations, which could result in fines and penalties. In addition to

imposing fines, regulators may also issue orders to stop processing personal data, which could disrupt operations. The Group could

also be subject to litigation from persons or corporations allegedly affected by data protection and privacy violations. Violation of data

protection and privacy laws is a criminal offence in some countries, and individuals can be imprisoned or fined. Concerns about,

including the adequacy of, the Group’s practices with regard to the processing or security of personal data or other data- privacy-

related matters, even if unfounded, could harm and/or disrupt the Group’s business, which could have a material adverse effect on the

Group’s business operations, financial performance and financial condition.

The Group may incur a loss on its chartered-in fleet should the spot market rate fall below the time chartered-in rate

As of 31 December 2024, the Group had 14 time chartered-in vessels that require a monthly payment at a fixed hire. The expiry

dates for those chartered-in vessels range from 2025 to 2027. With the volatility in the spot market rate, future spot market rate

earnings may be lower than the chartered-in rate, which could have a material adverse effect on the Group’s business, financial

condition and results of operations.

The ageing of the fleet may result in increased operating costs in the future, which could adversely affect the Group’s business,

financial condition and operating results

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As the Group’s fleet

ages, the Group will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more

recently constructed vessels due to gradual improvements in engine technology and other design features. Cargo insurance rates

increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other

equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment, to the

Group’s vessels and may restrict the type of activities in which the Group’s vessels may engage. Although the Group’s fleet of 29

owned vessels had an average age of 8.7 years as of 31 December 2024, the Group has no assurance that, as the Group vessels age,

market conditions will justify those expenditures or enable the Group to operate its vessels profitably during the remainder of their

useful lives.

Delays in deliveries of, or cost overruns in relation to, newbuilds the Group may order in the future or deliveries of vessels with

significant defects could harm the Group’s operating results and lead to the termination of any related charters that may be

entered into prior of their delivery

The Group does not have any contracted newbuilds as of 31 December 2024. However, the delivery of any newbuilds the Group

may order or agree to acquire in the future could be subject to cost overruns or delays, which would delay the Group’s receipt of

revenue under any future charters in which the Group enters into for the vessels. In addition, under the charters the Group may enter

into for the newbuilds, if the Group’s delivery of a vessel to the customer is delayed, it may be required to pay liquidated damages in

amounts equal to or, under some charters, almost double the hire rate during the delay. For prolonged delays, the customer may

terminate the time charter and, in addition to the resulting loss of revenue, the Group may be responsible for additional, substantial

liquidated damages. The delivery of any newbuild with substantial defects could have similar consequences.

The Group’s receipt of newbuilds could be delayed or subject to cost overruns because of many factors, including but not limited

to:

• quality, classification or engineering problems;

• changes in governmental regulations or maritime self-regulatory organisation standards;

• work stoppages or other labour disturbances at the shipyard;

• bankruptcy or other financial crisis of the shipbuilder;

• a backlog of orders at the shipyard;

• political or economic disturbances in the locations where the vessels are being built;

• weather interference or catastrophic event, such as a major earthquake or fire;

• the Group’s requests for changes to the original vessel specifications;

• shortages of or delays in the receipt of necessary construction materials, such as steel;

• the Group’s inability to finance the purchase of the vessels; or

• the Group’s inability to obtain requisite permits or approvals.

If delivery of a vessel is materially delayed, cancelled or subject to substantial cost overruns, it could have a material adverse

effect on the Group’s business, financial condition and results of operation.

The Group’s financial condition may be materially adversely affected if the Group fails to successfully integrate assets or

businesses acquired from third parties, or is unable to obtain financing for acquisitions on acceptable terms

The Group believes that acquisition opportunities may arise from time to time, and that any such acquisition could be significant.

At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not

result in the consummation of an acquisition transaction, and the Group may not be able to identify or complete any acquisitions or

make assurances that any acquisitions the Group makes will perform as expected or that the returns from such acquisitions will

support the investment required to acquire or develop them. The Group cannot predict the effect, if any, that any announcement or

consummation of an acquisition would have on the trading price of the Shares.

Any future acquisitions could present a number of risks, including:

• the risk of using management time and resources to pursue acquisitions that are not successfully completed;

• the risk of failing to identify material problems during due diligence;

• the risk of overpaying for assets;

• the risk of failing to arrange financing for an acquisition as may be required or desired;

• the risk of incorrect assumptions regarding the future results of acquired operations;

• the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and

• the risk of diversion of management’s attention from existing operations or other priorities.

In addition, the integration and consolidation of acquisitions requires substantial human, financial and other resources, including

management time and attention, and may depend on the Group’s ability to retain the acquired business’ existing management and

employees or recruit acceptable replacements. Ultimately, if the Group is unsuccessful in integrating any acquisitions in a timely and

cost-effective manner, the Group’s results of operations, cash flow and financial condition could be materially adversely affected.

The success of Product Services’ trading activities depends in part on its ability to identify and take advantage of arbitrage

opportunities

The LPG market is fragmented and periodically volatile, and as a result, discrepancies generally arise in respect of the prices at

which LPG can be bought or sold in different geographic locations or time periods, taking into account the numerous relevant pricing

factors, including freight and product quality. These pricing discrepancies present Product Services with arbitrage opportunities,

allowing profit to be generated by sourcing and transporting LPG.

Product Services’ profitability is, in large part, dependent on its ability to identify and exploit such arbitrage opportunities. A lack

of such opportunities, for example, due to a prolonged period of pricing stability in a particular market, increased levels of competition

or an inability to take advantage of such opportunities when they present themselves because of, for example, a shortage of liquidity or

other operational constraints, could have a material adverse effect on Product Services’ business, results of operations, financial

condition and prospects.

Product Services is exposed to unrealised gains or losses with respect to its chartered-in contracts prior to utilisation of such

contracts

The chartered-in contracts entered into by Product Services are accounted for at book value under IFRS 16, whereas the physical

cargo contracts and derivative hedging instruments entered into by Product Services are accounted for at fair value. The difference

between the fair value and the book value of the chartered-in contracts is recognised when the chartered-in contracts are utilised, i.e.,

with respect to the chartered-in vessels transferred to the pool operated by Shipping, when income from the pool is received by

Product Services, and/or, with respect to the chartered-in vessels used by Product Services to deliver cargo, when the corresponding

cargo is delivered. See “Item 5. Operating and Financial Review and Prospects — 5.A. Operating Results — Key Factors Affecting the

Group’s Results of Operations and Financial Position — Product Services.” As a result, Product Services may have unrealised gains

or losses with respect to the chartered-in contracts prior to utilisation of such contracts. Recognition of losses with respect to the

chartered-in contracts could have a material adverse effect on the Group’s business, financial condition and results of operation.

Product Services’ hedging strategy may not always be effective and does not require all risks to be hedged

Product Services’ trading activities involve a significant number of purchase and sale transactions. In order for Product Services

to mitigate the risks in its trading activities related to LPG price fluctuations and potential losses, it has a policy, at any given time, of

hedging substantially all of its trading inventory through futures and swap commodity derivative contracts, either on commodities

exchanges or in the over- the-counter (“OTC”) market. Product Services also seeks to mitigate the risks related to fluctuations in

freight rates by entering into hedging transactions in the exchange traded market (in addition to entering into chartered-in contracts

with ship owners at fixed freight rates). In the event of disruptions in the commodity exchanges or markets on which Product Services

engages in these hedging transactions, Product Services’ ability to manage these risks may be adversely affected and this could in turn

have a material adverse effect on Product Services’ business, results of operations, financial condition and prospects. If any

participants (for example, clearers, banks or commodity exchanges) in Product Services’ clearing activities were to become insolvent

or if Product Services’ contractual relationships with those entities were to be adversely affected, Product Services’ hedging strategy

could be negatively impacted, and Product Services could be at risk of recovering collateral deposited with such participants.

In addition, mark-to-market exposures in relation to hedging contracts are regularly and substantially collateralised (primarily

with cash) pursuant to margining arrangements in place with such hedge counterparts. Significant increases in the price of

commodities or freight costs being hedged could result in sudden large cash demands on Product Services as a result of such

margining arrangements. If price increases are particularly steep and/or if they continue for a prolonged period of time, such

developments could put significant pressure on Product Services’ liquidity, forcing it to either seek additional borrowings from banks

to cover such additional liquidity needs, in which it may not be successful, or reduce volumes of commodities traded, which could

have an adverse effect on the revenue and profitability of Product Services’ trading operations.

Product Services is exposed to fluctuations in LPG prices

Product Services is exposed to fluctuations in LPG prices in order to meet priced forward contract obligations and forward priced

purchase or sale contracts. Although Product Services hedges substantially all of its trading inventory (see “— Product Services’

hedging strategy may not always be effective and does not require all risks to be hedged” above), it also may take unhedged positions

within Group limits and policies, based on its understanding of market dynamics and expectation of future price and/or spread

movements. Current and future LPG prices are influenced by a number of external factors, including supply and demand, speculative

activities by market participants, global political and economic conditions and related industry cycles. Product Services’ inability to

predict future price and/or spread movements could have a material adverse effect on Product Services’ business, results of operations,

financial condition and prospects.

Product Services is reliant on third-party suppliers to source LPG purchased by its trading desk

Product Services purchases all of LPG sourced by its trading desk from third party suppliers. The supply agreements between

such third-party suppliers and Product Services range from spot sale contracts to long-term supply contracts. While there is no

obligation on the part of either party to renew the contracts, Product Services has generally been successful in renewing or replacing

its supply agreements on commercially acceptable terms. Product Services’ inability to renew or replace these agreements on

commercially acceptable terms could have an adverse effect on Product Services’ business, results of operations, financial condition

and prospects.

Product Services is exposed to both price and supply risks in respect of LPG sourced from third parties. Any increases in Product

Services’ purchase price relative to the price at which it sells LPG could adversely affect Product Services’ net income. Product

Services’ business, results of operations, financial condition and prospects could be materially adversely impacted if it is unable to

continue to source required volumes of LPG from its suppliers on reasonable terms or at all.

A loss of a major tax dispute or a successful tax challenge to the Group’s operating structure or to the Group’s tax payments,

among other things could result in a higher tax rate on the Group’s earnings, which could result in a significant negative impact

on its earnings and cash flows from operations

From time to time, the Group’s tax payments may be subject to review or investigations by tax authorities of the jurisdictions in

which the Group operates or in which its vessels call or have called (including but not limited to Algeria, Angola, Bangladesh,

Belgium, Brazil, Canada, China, Finland, India, Indonesia, Japan, South Korea, Kuwait, Malaysia, Morocco, Netherlands, Nigeria,

Qatar, Saudi Arabia, Spain, Sweden, Taiwan, Turkey, UAE, the United States and Vietnam). If any tax authority successfully

challenges the Group’s operational structure, intercompany pricing policies or the taxable presence of its subsidiaries in certain

countries, or if the Group loses a material tax dispute in any country or any tax challenge of the Group’s tax payments is successful, its

effective tax rate on its earnings could increase substantially and the Group’s earnings and cash flows from operations could be

materially adversely affected. There are, for instance, several transactions taking place between the companies in the Group and

related companies, which must be carried out in accordance with arm’s length principles in order to avoid adverse tax consequences.

There can be no assurance that the tax authorities will conclude that the Group’s transfer pricing policy calculates correct arm’s length

prices for intercompany transactions, which could lead to an adjustment of the agreed price, which would in turn lead to increased tax

cost for the Group.

A change in tax laws of any country in which the Group operates or its vessels call from time to time, or complex tax laws

associated with international operations which the Group may undertake from time to time, could result in a higher tax expense or

a higher effective tax rate on the Group’s earnings

The Group will from time to time conduct operations through various subsidiaries in countries throughout the world. Tax laws

and regulations are highly complex and subject to interpretation and change, including changes in interpretation that may have

retrospective effect.

For example, further to Action 1 of the base erosion and profit shifting (“BEPS”) project, the G20/OECD Inclusive Framework

spearheaded a project seeking to address tax challenges arising from digitalization of the economy and proposing fundamental

changes to the international tax system that is commonly referred to as “BEPS 2.0” and that is divided into two “pillars” of issues.

Pillar One proposes certain reallocations of taxing rights between jurisdictions, and Pillar Two proposes a minimum effective tax rate

of 15% and global anti-base erosion rules. The implementation of the Pillar One and Pillar Two proposals was scheduled for 2023 or

as soon as possible thereafter and requires transposition into the national tax laws of participating jurisdictions. In the OECD statement

of 8 October 2021, an implementation plan on BEPS 2.0 was agreed. On 20 December 2021, the OECD published detailed rules to

assist in the implementation of Pillar Two. On 14 December 2022, the Council of the EU adopted a directive to implement Pillar Two

at EU level to be transposed into member states’ national laws by the end of 2023. Pillar Two was also implemented into national tax

laws of many other jurisdictions or is currently being implemented. By contrast, the timeline for the implementation of Pillar One

remains uncertain. Furthermore, sector-specific exclusions from Pillar Two have been proposed, including for international shipping

income and qualified ancillary international shipping income (each as defined in the OECD rules as implemented in local jurisdictions

and provided the exemption requirements are met).

The Group currently takes the view that it is in scope of Pillar Two and expects to be required to file Pillar Two tax returns and

pay Pillar Two taxes where applicable, noting that for international shipping income earned in the Group, the Group generally expects

to be able to rely on the related exemption from Pillar Two. It cannot be excluded, depending on the implementation and interpretation

of Pillar Two in the jurisdictions in which we owe taxes, that the Group owes additional tax or that tax authorities take a different view

resulting in additional tax, and our effective tax rates could increase. There is also uncertainty regarding the scope and manner of the

reporting by shipping companies pursuant to the Pillar Two rules.

US tax authorities could treat the Company as a “passive foreign investment company,” which could have adverse US federal

income tax consequences to US shareholders

A foreign corporation will be treated as a PFIC, for US federal income tax purposes if either (i) at least 75% of its gross income

for any taxable year consists of certain types of passive income or (ii) at least 50% of the average value of the corporation’s assets

produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes

dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties

which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests,

income derived from the performance of services generally does not constitute passive income. By contrast, rental income would

generally constitute “passive income” unless it is treated under specific rules as being derived in the active conduct of a trade or

business. US shareholders of a PFIC are subject to a disadvantageous US federal income tax regime with respect to the distributions

they receive from the PFIC and any gain they derive from the sale or other disposition of their shares in the PFIC.

Based on the Financial Statements and relevant market and shareholder data, the Group believes that the Company was not

treated as a PFIC for US federal income tax purposes with respect to its prior 2024 or 2023 taxable years. In addition, based on the

Financial Statements and the Group’s current expectations regarding the value and nature of its assets, the sources and nature of its

income, and relevant market and shareholder data, the Group does not anticipate the Company becoming a PFIC for its current

taxable year or in the foreseeable future. Although there is no legal authority directly on point, the Group’s belief is based principally

on the position that, for purposes of determining whether the Company is a PFIC, the gross income the Company derives or is deemed

to derive from the Group’s time chartering and voyage chartering activities should constitute services income, rather than rental

income. Correspondingly, the Group believes that such income does not constitute passive income, and the assets that it owns and

operates in connection with the production of such income, in particular, the vessels, do not constitute assets that produce or are held

for the production of passive income for purposes of determining whether the Company is a PFIC.

Although there is no direct legal authority under the PFIC rules addressing the Group’s method of operation, the Group believes

there is substantial legal authority supporting its position consisting of case law and IRS, pronouncements concerning the

characterisation of income derived from time charters, bareboat charters and voyage charters as services income for other tax

purposes. However, it should be noted that there is also authority which characterises time charter income as rental income rather than

services income for other tax purposes. In a 2010 action on decision, the IRS has stated that it intends to treat time charters as

producing services income for PFIC purposes, but such statement cannot be relied upon or otherwise cited as precedent by taxpayers.

Accordingly, in the absence of any legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court

could disagree with the Group’s position. In addition, whether the Company is a PFIC is a factual determination made annually after

the close of the Company’s taxable year, and the Company’s status could change depending, among other things, upon changes in the

composition of the Company’s gross income and the relative quarterly average value of the Company’s assets. Accordingly, there can

be no assurance that the Company will not be a PFIC for any taxable year.

If the IRS were to successfully assert that the Company is or has been a PFIC for any taxable year, the Company’s US

shareholders will face adverse US federal income tax consequences. Under the PFIC rules, unless those shareholders make an election

available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under

Item 10. Additional Information — 10.E. Taxation), such shareholders would be liable to pay US federal income tax at the then

prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of the

Company’s shares, as if the excess distribution or gain had been recognised rateably over the shareholder’s holding period of the

Company’s shares. See “Item 10. Additional Information — 10.E. Taxation” for a more comprehensive discussion of the US federal

income tax consequences to US shareholders if the Company is treated as a PFIC.

The Group may have to pay tax on US source income, which would reduce the Group’s earnings

Under the Code, 50% of the gross shipping income of a non-US corporation, such as the Company and its subsidiaries, that is

attributable to transportation that begins or ends, but that does not both begin and end, in the United States, may be subject to a 4% US

federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the

Code and the applicable Treasury Regulations promulgated thereunder.

The Group expects that all of its shipping income will qualify for this statutory tax exemption with respect to the Group

companies’ current taxable years. No assurance can be provided, however, that this will be the case, or, that it will remain the case

with respect to future taxable years.

If any of the Group companies are not entitled to exemption under Section 883 of the Code for any taxable year, the Company, or

such Group companies, could be subject during those years to an effective 2% US federal income tax on gross shipping income

derived during such a year that is attributable to transportation that begins or ends, but that does not both begin and end, in the United

States. Any imposition of this tax may have a negative effect on the Group’s business and may limit the Company’s ability to pay

dividends to its shareholders. See “Item 10. Additional Information — 10.E. Taxation.”

The Group is a holding company and is dependent upon cash flow from subsidiaries to meet its obligations and in order to pay

dividends to its shareholders

The Group currently conducts its operations through, and most of the Group’s assets are owned by, the Group’s subsidiaries. As

such, the cash that the Group obtains from its subsidiaries is the principal source of funds necessary to meet its obligations.

Contractual provisions or laws, including laws or regulations related to the repatriation of foreign earnings, as well as the Group’s

subsidiaries’ financial condition, operating requirements, restrictive covenants in its debt arrangements and debt requirements, may

limit the Group’s ability to obtain cash from subsidiaries or joint ventures that it requires to pay its expenses or meet its current or

future debt service obligations or to pay dividends to its shareholders.

The inability to transfer cash from the Group’s subsidiaries or joint ventures may mean that, even though the Group may have

sufficient resources on a consolidated basis to meet its obligations or to pay dividends to its shareholders, the Group may not be

permitted to make the necessary transfers from its subsidiaries or joint ventures to meet such obligations or to pay dividends to its

shareholders. Likewise, the Group may not be able to make necessary transfers from its subsidiaries in order to provide funds for the

payment of its liabilities or obligations, for which the Group is or may become responsible under the terms of the governing

agreements of the Group’s indebtedness. A payment default by the Group or any of the Group’s subsidiaries on any debt instrument

would have a material adverse effect on the Group’s business, results of operations, cash flow and financial condition.

Risks Related to Financing and Market Risk

In order to execute the Group’s strategy, the Group may require additional capital in the future, which may not be available

The Group’s business segments are capital intensive and, to the extent the Group does not generate sufficient cash from

operations, the Group may need to raise additional funds through debt or additional equity financings to execute the Group’s strategy

and to fund capital expenditures. Adequate sources of capital funding may not be available when needed or may not be available on

favourable terms. The Group’s ability to obtain such additional capital or financing will depend in part upon prevailing market

conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional

financing on satisfactory terms. If the Group raises additional funds by issuing additional shares or other equity or equity-linked

securities, it may result in a dilution of the holdings of existing shareholders. If funding is insufficient at any time in the future, the

Group may be unable to fund maintenance requirements and acquisitions, take advantage of business opportunities or respond to

competitive pressures, any of which could materially adversely impact the Group’s results of operations, cash flow and financial

condition.

The Group is exposed to volatility in SOFR, which has only been published since April 2018

Due to the phase out of the LIBOR as a benchmark for floating rate loans entered into after 2021, the Group amended its LIBOR

based financing arrangements to be based on SOFR in 2022 and 2023. Changes in SOFR could affect the amount of interest payable

on the Group’s debt, and, in turn, could have an adverse effect on the Group’s earnings and cash flow. Until recent years, global

interest rates, including SOFR, have been at relatively low levels, but they have risen recently and may continue to rise in the future.

SOFR has only been published by the Federal Reserve since April 2018, and therefore there is limited history with which to assess

how changes in SOFR rates may differ from other rates during different macroeconomic and monetary policy conditions.

Derivative contracts used to hedge the Group’s exposure to fluctuations in interest rates could result in reductions in its

shareholder’s equity as well as charges against its profit

As of 31 December 2024, the Group had interest rate swaps with total notional principal amounting to US$179.1 million. Interest

rate swaps are transacted to hedge interest rate risk on bank borrowings. After taking into account the effects of these contracts, for

part of the bank borrowings, the Group effectively pays fixed interest rates ranging from 1.79% per annum to 2.85% per annum and

receives a variable rate determined by SOFR fixing plus the applicable credit adjustment spread. Hedge accounting is adopted by the

Group for these contracts. However, the hedging arrangements contained in such contracts could result in reductions in the Group’s

shareholder’s equity, as well as charges against its profit and consequently have a material adverse effect on the Group’s financial

condition, cash flows and results of operations.

Covenants in the Group’s existing credit facilities impose, and any future debt facilities may impose, financial and other

restrictions on the Group that may limit the Group’s ability to operate the business, incur additional indebtedness or constrain its

ability to pay dividends

The Group’s existing credit facilities impose, and any future debt facilities may impose, operating and financial restrictions on the

Group. The financial covenants and restrictions in the Group’s existing credit facilities and any future debt facilities may place limits

on or constrain the Group’s ability to, among other things:

• pay dividends, to the extent that dividend payments decrease the Group’s liquidity, cash and cash equivalents and adjusted

equity below the levels required under covenants included in its credit facilities;

• incur additional indebtedness, including through the issuance of guarantees;

• create liens on the Group’s assets;

• sell its vessels;

• merge or consolidate with, or transfer all or substantially all of the Group’s assets to, another person;

• change the flag, class or management of the Group’s vessels; and

• enter into a new line of business.

The facilities require the Group to maintain various financial ratios. These include requirements that the Group maintain

(i) specified minimum ratios of adjusted equity

to total assets, (ii) specified levels of cash and cash equivalents and available credit

lines, (iii) specified minimum amount of adjusted equity and (iv) specified levels of collateral coverage. In addition, vessel values may

fluctuate substantially which could impact the Group’s compliance with the covenants in the Group’s loan agreements. The failure to

comply with such covenants would cause an event of default that could materially adversely affect the Group’s business, financial

condition and operating results. See “Item 5. Operating and Financial Review and Prospects — 5.B. Liquidity and Capital

Resources — Capital Resources and Indebtedness — Financial Covenants.”

Because of these covenants, the Group may need to seek permission from its lenders in order to engage in certain corporate

activities. The Group’s lenders’ interests may be different from the Group’s, and the Group cannot guarantee that it will be able to

obtain its lenders’ permission when needed. This may limit or constrain the Group’s ability to finance its future operations, make

acquisitions or pursue business opportunities, or pay dividends to its shareholders.

Adjusted equity is the total equity of the Group, as adjusted by replacing the vessels’ book value with their market value.

Debt levels could limit the Group’s flexibility to obtain additional financing and pursue other business opportunities

The Group may incur additional indebtedness in the future as it expands its business. This level of debt could have important

consequences to the Group, including the following:

• the Group’s ability to obtain additional financing for working capital, capital expenditures, vessel acquisitions or other

purposes may be impaired or such financing may be unavailable on favourable terms;

• the Group’s costs of borrowing could increase as it becomes more leveraged;

• the Group may need to use a substantial portion of its cash from operations to make principal and interest payments on its

debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to its

shareholders;

• the Group’s debt level could make it more vulnerable than its competitors with less debt to competitive pressures, a downturn

in its business or the economy generally; and

• the Group’s debt level may limit its flexibility in responding to changing business and economic conditions.

The Group’s ability to service its debt will depend upon, among other things, its future financial and operating performance,

which will be affected by prevailing economic conditions as well as financial, business, regulatory and other factors, some of which

are beyond its control. If the Group’s operating income is not sufficient to service its current or future indebtedness, the Group will be

forced to take action such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling

assets, restructuring or refinancing its debt or seeking additional equity capital. The Group may not be able to effect any of these

remedies on satisfactory terms, or at all.

Risks Related to the Shares

The requirements of being a public company listed in the United States, including compliance with the reporting requirements of

the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain the Group’s resources, increase the Group’s costs

and distract management, and the Group may be unable to comply with these requirements in a timely or cost-effective manner

As a public company listed in the United States, the Group needs to comply with laws, regulations and requirements, certain

corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC, including filing annual financial

statements, and the requirements of the NYSE. Being a public company listed in the United States requires a significant commitment

of resources and management oversight that has increased, and may continue to increase, the Group’s costs and might place a strain on

the Group’s systems and resources. Such costs could have a material adverse effect on the Group’s business, financial condition and

results of operations.

Moreover, diverging disclosure and financial reporting regulations in the United States and Norway increase the complexity and

costs of compliance. In particular, increasing uncertainty and regulatory divergence between different jurisdictions relating to climate

risk may result in potential inconsistencies in reporting by the Company in the Unites States and in Norway, add complexity and

increase costs for compliance against varying regulatory expectations whilst also making it difficult for the Company to effectively

and consistently manage stakeholder expectations and climate risks across its markets.

Furthermore, while the Group generally must comply with Section 404 for its fiscal year ending 31 December 2024, the Group is not

required to have its independent registered public accounting firm attest to the effectiveness of the Group’s internal control over

financial reporting until its second annual report. Accordingly, the Group is not required to have its independent registered public

accounting firm attest to the effectiveness of its internal control over financial reporting until as late as its annual report for the

fiscal year ending 31 December 2025. Once it is required to do so, the Group’s independent registered public accounting firm may

issue a report that is adverse in the event it is not satisfied with the level at which the Group’s internal control over financial reporting

is documented, designed, operated or reviewed or that discloses a material weakness identified by the Group’s management in its

internal control over financial reporting. Compliance with these requirements may strain the Group’s resources, increase its costs and

distract management, and the Group may be unable to comply with these requirements in a timely or cost-effective manner. See “—

The management of the Group has identified material weaknesses in the Group’s internal control over financial reporting that could,

if not remediated, result in material misstatements in the Group’s financial statements. If the Group fails to maintain an effective

system of internal control over financial reporting, the Group may not be able to accurately report its financial results or prevent

fraud. As a result, shareholders could lose confidence in the Group’s financial and other public reporting, which would harm the

Group’s business and the trading price of the Shares.”

The management of the Group has identified material weaknesses in the Group’s internal control over financial reporting that

could, if not remediated, result in material misstatements in the Group’s financial statements. If the Group fails to maintain an

effective system of internal control over financial reporting, the Group may not be able to accurately report its financial results or

prevent fraud. As a result, shareholders could lose confidence in the Group’s financial and other public reporting, which would

harm the Group’s business and the trading price of the Shares

The Group is subject to Section 404, which requires that the Group include a report from its management on the Group’s internal

control over financial reporting in its second annual report on Form 20-F. In addition, the Group’s independent registered public

accounting firm must attest to and report on the effectiveness of the Group’s internal control over financial reporting in the Group’s

second annual report on Form 20-F.

As described in the Group’s registration statement on Form 20-F filed with the SEC on 8 April 2024, the Group’s management

identified a material weakness in the Group’s internal control over financial reporting, related to not having a sufficient number of

personnel with an appropriate level of knowledge of the reporting requirements under SEC rules, experience and training in internal

controls over financial reporting under Section 404 and related SEC rules to operate the period-end financial reporting controls.

In 2024, the Group implemented a plan, with the support of advisors and under the supervision of the Chief Executive Officer, the

Chief Financial Officer and the Audit Committee to ensure compliance with Section 404 and remediate the aforementioned material

weakness. In executing the plan, the Group’s management identified an additional material weakness with respect to the sufficiency of

information technology controls and documentation. The plan to remediate these material weaknesses includes (i) establishing and

initiating a formal process to evaluate the design and implementation of the Group’s internal controls over financial reporting,

(ii) designing and implementing controls based on that evaluation, and (iii) performing a resource and skills gap analysis within the

Group’s existing finance organisation and recruiting more qualified personnel equipped with relevant experience and qualifications to

strengthen the financial reporting function.

The Group’s management continues to work closely with its advisors to assess the design and operating effectiveness of the

internal controls over financial reporting and to provide necessary training for the organisation to ensure compliance with Section 404.

However, as the Group is not required to include a report from management on the Group’s internal control over financial reporting

until the second annual report on Form 20-F, neither the Group nor its independent registered public accounting firm has undertaken a

comprehensive assessment of the Group’s internal control over financial reporting under the Sarbanes-Oxley Act for purposes of

identifying and reporting any material weakness or significant deficiency in the Group’s internal control over financial reporting.

Accordingly, the Group cannot assure you that the Group has identified all, or that we will not in the future have additional

material weaknesses. Material weaknesses may still exist when we report in the future on the effectiveness of the Group’s internal

control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act.

If the Group fails to successfully and timely remediate the material weaknesses identified and/or to achieve and maintain an effective

internal control environment to meet the standards under Section 404, as these standards are modified, supplemented, or amended

from time to time, the Group’s management may not be able to conclude on an ongoing basis that the Group has effective internal

control over financial reporting in accordance with Section 404, meet the Group’s reporting obligations, avoid material misstatements

in the Group’s financial statements or anticipate and identify accounting issues or other financial reporting risks that could materially

impact the Group’s consolidated financial statements, and which could cause shareholders to lose confidence in the Group’s reported

financial information. This could in turn limit the Group’s access to capital markets and lead to a decline in the trading price of the

Shares. Additionally, ineffective internal control over financial reporting pursuant to Section 404 could expose the Group to increased

risk of fraud or misuse of corporate assets and ultimately, potential delisting from the NYSE, regulatory investigations and civil or

criminal sanctions, which could harm the Group’s business and financial condition, and which would require additional financial and

management resources. The Group may also be required to restate its financial statements from prior periods.

As a foreign private issuer, the Group is not subject to the same disclosure and procedural requirements as domestic US registrants

and the Group is permitted to rely on exemptions from certain NYSE corporate governance requirements, which may afford less

protection to the Group’s shareholders

As a foreign private issuer, the Group is not subject to the same disclosure and procedural requirements as domestic US

registrants under the Exchange Act. For instance, the Group is not required to prepare and file periodic reports and financial

statements with the SEC as frequently or as promptly as US companies whose securities are registered under the Exchange Act, the

Group is not subject to the proxy requirements under Section 14 of the Exchange Act, and the Group is not required to comply with

Regulation FD, which restricts the selective disclosure of material non-public information. As a foreign private issuer listed on the

NYSE, the Group is permitted to follow certain home country corporate governance practices in lieu of certain NYSE requirements.

The home country practices may afford less protection to shareholders than would be available to the shareholders of a US

corporation. If the Group loses its foreign private issuer status, the Group would be required to comply fully with the reporting

requirements of the Exchange Act applicable to US domestic issuers, and the Group would incur significant additional legal,

accounting and other expenses that it would not incur as a foreign private issuer.

BW Group is the largest shareholder of the Group and has significant voting power and the ability to influence matters requiring

shareholder approval

As of 31 December 2024, BW Group was the largest shareholder of the Group holding approximately 31.94% of the outstanding

Shares. Accordingly, BW Group has the ability to significantly influence the outcome of matters submitted for the vote of the Group’s

shareholders, including the election of members of the Board of Directors. BW Group will also have the right to designate members to

the Board of Directors pursuant to a shareholder rights agreement that the Company and BW Group have entered into (the

“Shareholder Rights Agreement”) (see “Item 10. Additional Information — 10.C. Material Contracts — Shareholder Rights

Agreement”). BW Group is a privately held company wholly owned by Sohmen family interests. Andreas Sohmen-Pao, the Chairman

of the Company, is also the Chairman of BW Group and a member of the Sohmen family, which indirectly wholly owns BW Group.

The commercial goals of BW Group as a shareholder, and those of the Group, may not always be aligned and this concentration of

ownership may not always be in the best interest of the Group’s other shareholders. For example, BW Group could delay, defer or

prevent a change of control, impede a merger, deny a potential future equity offering, amalgamation, consolidation, takeover or other

business combinations involving the Group, or discourage a potential acquirer from attempting to obtain control of the Group. In

addition, certain of the Group’s agreements require either BW Group to continue holding certain percentages of shareholdings in the

Group or Sohmen family interests to continue holding certain percentages of shareholdings in the BW Group. For example, pursuant

to the change of control provisions in all of the Group’s secured term loan facilities and revolving credit facilities, if Sohmen family

interests cease to hold more than 50% of BW Group or if BW Group ceases to hold more than 20% of the Company or if any other

person takes control of the Company, the facility agreements must be cancelled and repaid in full. Although it is expected that BW

Group will remain the major shareholder of the Group after the Listing, and the Sohmen family will remain indirectly the sole

shareholder of BW Group, no assurance can be given that this will continue on a permanent basis. If BW Group no longer were a

major shareholder of the Group (or if the Sohmen family no longer holds a controlling interest in BW Group), or if its commercial

goals were not in the best interest of the Group, this could have a material adverse effect on the market value of the Shares.

The price of the Shares may fluctuate significantly

The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group’s control,

including, but not limited to, quarterly variations in operating results, adverse business developments, changes in financial estimates

and investment recommendations or ratings by securities analysts or any other risk discussed herein materialising or the anticipation of

such risk materialising.

In recent years, the global stock markets have experienced extreme price and volume fluctuations. This volatility has had a

significant impact on the market price of securities issued by many companies, including companies in the shipping industry. Those

changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate

based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of the Shares.

Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the

It is possible that the Group may in the future decide to offer additional Shares or other securities in order to finance new capital-

intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. See “Item 3. Key Information —

3.D. Risk Factors — Risks Related to the Group.” There can be no assurance the Group will not decide to conduct further offerings of

securities in the future. Depending on the structure of any future offering, certain existing shareholders may not be able to purchase

additional equity securities. If the Group raises additional funds by issuing additional equity securities, holdings and voting interests of

existing shareholders may be diluted.

Future sales, or the possibility for future sales, including by BW Group, of substantial numbers of Shares may affect the Shares’

market price

The Group cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on

their market price. Sales of substantial amounts of the Shares in the public market following the Listing, including by BW Group

(which, as of 31 December 2024, held approximately 31.94% of the outstanding Shares), or the perception that such sales could occur,

may adversely affect the market price of the Shares, making it more difficult for holders to sell their Shares or the Group to sell equity

securities in the future at a time and price that they deem appropriate.

Investors with Shares registered in a nominee account will need to exercise voting rights through their nominee

Beneficial owners of Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) with

the Depository Trust Company (“DTC”) and the Norwegian Central Securities Depositary, Euronext Securities Oslo will not be able

to exercise voting rights directly, and they will need to receive the voting materials and provide instructions through their nominee

prior to the general meetings. The Group can provide no assurance that beneficial owners of Shares will receive the notice of a general

meeting in time to instruct their nominees accordingly or otherwise vote their Shares in the manner desired by such beneficial owners.

The Group may be unwilling or unable to pay any dividends in the future

The Company intends to provide a quarterly dividend payout, subject to the discretion of the Board of Directors and the profits of

the Company. As a guideline for declaring dividends, the Board of Directors generally aims for an annual payout ratio of 50% of

Shipping’s Net Profit After Tax (“Shipping NPAT”), which may be enhanced to 75% and 100% of Shipping NPAT when the net

leverage ratio is below 30% and 20%, respectively. The declaration and payment of dividends is subject to the discretion of the Board

of Directors and the profits of the Company, and the final amount of any dividends is determined by the Board of Directors. The

Board of Directors may adjust the dividend payout for extraordinary items, such as vessel impairment or write-backs of impairment)

and may also consider other factors in determining the payment and amount of any dividends, such as the following:

• BW LPG Product Services Pte. Ltd.’s performance, as measured by, among other things, the amount of dividends distributed

by BW LPG Product Services Pte. Ltd. to the Company;

• the Group’s capital expenditure plans; and

• the Group’s financing requirements, financial flexibility, and anticipated cash flows of the business.

Accordingly, the amount of dividends paid by the Group, if any, for a given financial period, will depend on, among other things,

the Group’s future operating results, cash flows, financial position, capital expenditure plans, the sufficiency of its distributable

reserves, the ability of the Group’s subsidiaries to pay dividends to the Group, credit terms, general economic conditions, legal

restrictions (as set out in “Item 8. Financial Information — 8.A. Consolidated Statements and Other Financial Information —

Dividend Policy”) and other factors that the Group may deem to be significant from time to time. There can be no assurance that the

Board of Directors will declare a dividend payment in any period.

ITEM 4. INFORMATION ON THE COMPANY

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

General Corporate Information

The Company’s legal name is “BW LPG Limited.” The Company is a public company limited by shares. The principal legislation

under which the Company operates is the Singapore Companies Act and regulations made thereunder.

The Company was incorporated in Bermuda on 21 August 2008 and redomiciled to Singapore on 1 July 2024, with its registered

office at 10 Pasir Panjang Road, #17-02, Mapletree Business City, Singapore, 117438. The telephone number of the Company’s

Singapore office is +65 6705 5588. The website of the Company is www.bwlpg.com. The information on the Company’s website does

not form part of this annual report.

The Shares are traded on the OSE under the ticker symbol “BWLPG” and on the NYSE under the ticker symbol “BWLP.”

BW LPG is a leading owner and operator of VLGCs based on the number of VLGCs and LPG carrying capacity as of

December 2024 (source: Clarksons, March 2025). BW LPG currently operates two segments: Shipping and Product Services. See

“Item 4. Information on the Company — 4.B. Business Overview — Operating Segments” for more detail.

Equiniti Trust Company, LLC, located at 6201 15th Avenue, Brooklyn, NY 11219, serves as the Company’s transfer agent and

registrar.

History and Development of the Group

The origin of the Group dates back to 1935 when Mr Sigval Bergesen d.y. established Sig. Bergesen d.y. & Co, a tanker business

in Stavanger, Norway. In 1978, Sig. Bergesen d.y. & Co entered the gas transportation business with the acquisition of six LPG

vessels. The company continued to grow in the 1980s to become a major operator of large LPG carriers, and in 1986, Bergesen d.y.

ASA (“Bergesen”) became the holding company of the family’s various shipping businesses.

In April 2003, Sohmen family interests acquired a majority of the shares of Bergesen. Bergesen, together with the Sohmen

family’s World-Wide Shipping, reorganised to form Bergesen Worldwide in 2004, and in 2005, the business was re-branded as BW.

The next decade was a period of rapid expansion with investments of over US$1 billion which included the acquisition of several

modern second-hand vessels, including a 10-vessel VLGC fleet from Maersk Tankers, and contracts for four newbuilds from Korea.

In 2013, to prepare the LPG business of the BW Group for an IPO, the LPG business was reorganised with the Company

becoming the parent company of the listed group. As part of the reorganisation, all assets and liabilities relevant to the continuing LPG

business of the BW Group were transferred into subsidiaries of the Company. In November 2013, the Company was listed on the

OSE, and it raised approximately US$280 million of new capital.

The BW Group remained the largest shareholder of the Company following completion of the IPO in 2013. Today, the BW

Group is a global maritime company involved in shipping, floating infrastructure, deepwater oil & gas production, and new

sustainable technologies. The BW Group manages a fleet of over 450 vessels that transport oil, gas and dry commodities, including

In 2016, BW LPG acquired Aurora LPG, and in 2017, BW LPG and Global United Shipping India Private Limited established a

joint venture in India in which the parties each owned 50%. The purpose of the new joint venture (“BW India”) was to own and

operate gas carriers for the transportation of LPG within Indian waters. As part of the establishment of the joint venture, BW LPG sold

two of its vessels, BW Boss and BW Energy, to BW India.

In 2018, BW LPG announced plans to retrofit four of its VLGCs with LPG dual-fuel propulsion technology. In 2019, it launched

Product Services to offer customers a fully integrated product delivery service. See “Item 4. Information on the Company — 4.B.

Business Overview — Product Services” for more detail on Product Services.

In 2020, the world’s first VLGC powered by LPG, BW Gemini, was re-delivered to BW LPG. Over approximately four months

during the vessel’s scheduled drydocking, BW Gemini was retrofitted with LPG dual-fuel propulsion engines. In 2020, BW LPG

committed a further 11 VLGCs for retrofitting for a total investment of approximately US$130 million. During 2020, BW LPG

transferred two additional vessels, BW Birch and BW Cedar, to BW India.

In 2021, BW LPG increased its equity share in BW India from 50% to 88%. Over the course of 2021, the Group transferred five

additional VLGCs to BW India, including BW Elm, BW Pine, BW Oak, BW Tyr and BW Lord. As a result, BW India became India’s

largest owner and operator of VLGCs by total fleet capacity, and remains such as of November 2023 (source: Reshamwala

Shipbrokers, “Outlook on India’s LPG Trade” dated November 2023). During 2020 and 2021, 12 LPG-powered VLGCs out of the

previously committed 15 VLGCs were re-delivered to BW LPG. Over the course of 2021, BW LPG sold five vessels to new owners

for further trading: BW Empress in April, BW Confidence in July, BW Boss and BW Energy in August, and BW Sakura in December.

In total, these divestitures generated over US$143 million in proceeds and a net book gain of US$23 million in the year ended 31

December 2021.

2022 marked the year all 15 of the Group’s retrofitted LPG-powered VLGCs were on water, with the final three VLGCs re-

delivered between April and May.

In January 2022 and May 2022, an external investor subscribed for US$50 million and US$30 million of new shares in BW India,

representing 31.9% and 9.2% equity interest respectively. Following these transactions, the Group owned approximately 52.4% in BW

India as of 31 December 2023. In 2022, the Group further expanded the fleet of BW India by transferring BW Loyalty. Over the

course of 2022, the Group sold four vessels to new owners for further trading: BW Niigata in February, BW Trader in March, BW

Liberty in May and BW Prince in October. In total, these divestitures generated over US$134 million in proceeds and a net book gain

of US$21 million in the year ended 31 December 2022.

In November 2022, BW LPG completed the acquisition of the LPG trading operations from Vilma Oil for a total consideration of

US$53 million in order to expand Product Services.

In 2023, BW LPG sold BW Austria, BW Odin and BW Thor, generating US$168 million in proceeds and a net book gain of

US$42 million in the year ended 31 December 2023. BW Messina was re-delivered to BW LPG in May 2023 and BW Kyoto in

November 2023, following the exercise of the purchase options under the relevant time charter agreements in February 2023 and

December 2022, respectively.

On 30 November 2023, the Group signed a joint venture agreement with Confidence Petroleum India Limited (“Confidence”)

and committed to invest approximately US$40 million in Confidence and in an LPG onshore import terminal. See “Item 4.

Information on the Company — 4.B. Business Overview — Infrastructure Projects.”

On 29 February 2024, BW LPG sold BW Princess generating US$64.7 million in proceeds.

On 23 April 2024, BW LPG obtained approval from the NYSE for the listing of the Company’s common shares, in addition to its

existing listing on the OSE. The Company’s common shares commenced trading on the NYSE on 29 April 2024, under the ticker

symbol “BWLP”.

In May 2024, BW LPG, via its subsidiary BW Product Services, concluded a multi-year contract with a key US producer to

increase cargo volume in the US Gulf. This contract is expected to enhance shipping and cargo trading flexibility from 2025 to 2029.

In May 2024, BW LPG, via its subsidiary BW Product Services, concluded a multi-year contract with a key US producer to

increase cargo volume in the US Gulf. This contract is expected to enhance shipping and cargo trading flexibility from 2025 to 2029.

On 1 July 2024, BW LPG officially incorporated in Singapore after successfully completing its redomiciliation process from its

original domicile in Bermuda.

In August 2024, the Group entered into agreements to acquire 12 VLGCs from Avance Gas for a total consideration of US$1,050

million. All vessels were successfully delivered before the end of 2024. This acquisition has increased the Group’s owned fleet by

more than 40%. By acquiring ships already on the water, the fleet expansion provided immediate commercial scale and operational

leverage, contributing to revenue generation in a healthy rate environment. Additionally, this fleet acquisition contributes to fleet

renewal and further solidifies the Group’s position as the world’s leading owner and operator of VLGCs, with the largest number of

LPG dual-fuel powered vessels.

The Group’s capital expenditures, comprising expenditures for drydockings and other vessel maintenance, retrofitting of dual-fuel

LPG propulsion engines and purchases of second-hand vessels, amounted to US$1,064 million, US$116 million and US$46 million

for the years ended 31 December 2024, 2023 and 2022, respectively.

4.B. BUSINESS OVERVIEW

Market Overview

The VLGC market in 2024 experienced significant fluctuations, driven by a combination of weather events, geopolitical factors

and normalized Panama Canal transits.

The year began on a strong note, with spot rates for the US Gulf – Far East route exceeding US$120,000 per day in January.

However, cold weather in the US temporarily curtailed LPG production and exports, causing spot rates to drop sharply to OPEX

levels, at the same time as Panama Canal transits started to increase. From mid-February to June, spot rates rebounded as US LPG

production improved, and spot cargoes were again fixed at above seasonal-average rates.

VLGC spot rates, Middle East – Far East & US Gulf – Far East

Source: Internal analysis

In early June, the Panama Canal Authority announced an increase in maximum allowed draft and additional slots for transits as water

levels in Lake Gatun normalized. This reduced fleet inefficiencies, as fewer VLGCs opted for the longer route around the Cape of

Good Hope. Despite this, the market remained robust, with export volumes on VLGCs out of North America growing by 5.6% in

2024 compared to 2023.

North American LPG exports, 2024 vs 2023 (VLGC only)

Source: Vortexa

July marked a turning point as Hurricane Beryl caused widespread damage in Texas, negatively impacting LPG cargo availability and

spot rates. While export volumes rebounded in August, an unscheduled terminal closure in September due to chilling capacity issues

further constrained VLGC loadings. By November, all major US Gulf Coast export terminals were operating at full capacity,

supporting a strong finish to the year.

In the Middle East, export volumes were less dynamic. OPEC+ production cuts and maintenance activities led to no year-on-year

growth in the first half of the year and ended the year with 1.9% growth compared to 2023. Despite these challenges, new gas projects

in Qatar and the UAE are expected to drive mid-single-digit export growth over the coming years.

Middle East LPG exports, 2024 vs 2023 (VLGC only)

Source: Vortexa

Asia continues to grow, supporting demand for long-haul shipping of LPG. Strong demand from China, where Propane

Dehydrogenation (“PDH”) plants operated at high run rates and LPG imports hit an all-time high in June, contributed to a wide US–

Far East arbitrage, benefiting the VLGC market. This demand is expected to grow further, supported by the planned addition of five to

six new PDH plants by 2026. India is a retail-driven market, with government initiatives and infrastructure enhancements increasing

access to LPG.

Seaborne import forecasts, China, India & South-East Asia

Source: NGLS

India accounts for about 47% of the Middle East’s export volumes, making the Far East more reliant on US exports. There is solid

support for LPG imports in South-East Asia, with 29% of these imports currently originating from the US. Total imports are expected

to grow by 23% from 2024 to 2027.

Fleet overview

The fleet continued its expansion, with 22 new VLGCs delivered in 2024, with the total fleet count at year end at 400. With only 13

more VLGCs scheduled for delivery in 2025 and established shipbuilders indicating that new orders will not be delivered before 2027,

the near-term fleet growth remains limited. Nearly all VLGC new buildings can carry ammonia, often leading to their designation as

VLACs (Very Large Ammonia Carriers). However, until the ammonia trade develops for VLGCs, the new ships are all expected to be

employed in the LPG trade.

VLGC fleet summary

urce: Internal analysis

Key Highlights

BW LPG is a leading owner and operator of VLGCs based on the number of VLGCs and LPG carrying capacity as of

December 2024 (source: Clarksons, January 2025). As of 31 December 2024, the Group owned and/or operated a fleet of 55 vessels,

including 53 operated VLGCs (of which 29 were owned), two LGCs time chartered-in by Product Services and eight VLGCs owned

by BW India. 22 out of 55 vessels have LPG dual-fuel propulsion technology onboard. The Group’s fleet operates globally, with a

current total carrying capacity of over 4 million CBM as of 31 December 2024.

As further described in “— Shipping — Fleet — Commercial Management of the Fleet,” the Group’s fleet operates a combination

of spot voyages and time charters. In 2024, 80.3% of Revenue — Shipping totalling US$773.0 million was derived from spot voyages

(including CoAs), and 19.7% totalling US$189.8 million was derived from time charters.

BW LPG’s Product Services supports its core Shipping business. Product Services was established in February 2019, with the aim

to diversify the Group’s business offerings. Product Services provides customers with integrated LPG delivery services, by purchasing

LPG and delivering it directly to customers. In 2024, Revenue — Product Services was US$2,600.9 million.

For a breakdown of total revenues by category of activity and geographic market for each of the last three financial years, see

Note 23 to the Financial Statements.

Strengths

The Group believes that it has a number of competitive strengths which differentiate it from others and enable it to operate across

the LPG value chain.

A leading owner and operator of VLGCs

According to Clarksons (January 2025), the Group is a leading owner and operator of VLGCs based on the number of VLGCs

and LPG carrying capacity as of December 2024. 22 of the Group’s LPG vessels have LPG dual-fuel propulsion technology onboard,

allowing the Group to serve customers with a low emissions profile. The Group believes that the size and composition of its LPG

fleet, coupled with 45 years of LPG shipping experience, provide the Group with the capacity and flexibility to offer timely and

reliable services anywhere in the world. This positions the Group well to take advantage of the expected growth in demand for LPG

shipping, through early recognition of market requirements, and strong brand recognition which provides access to relevant customer

relationships. Additionally, the size of the fleet and the global coverage of its historical operations position the Group particularly well

to take advantage of ongoing geographic trends in LPG export — in particular increasing US exports. For example, because VLGCs

provide superior economies of scale compared to LGCs on long haul voyages, the Group believes that it is particularly well positioned

to take advantage of the expected growth in demand for long-haul LPG transportation, such as deliveries between North America and

Asia. According to Vortexa (February 2025), the Group lifted approximately 13%, 11% and 21% of the VLGC-sized cargoes exported

from the United States, West Africa and the Arabian Gulf, respectively, during the period from 1 January 2024 to 31 December 2024.

Strong utilisation potential through ability to provide flexible customer-oriented solutions

Superior utilisation provides a competitive advantage in the immediate term, through improved profitability driven by higher

earnings without a proportionate increase in operating expenses; and in the longer-term, driven by the potential to operate acquired

assets at above market-average returns, enabling greater room to grow through value-accretive investments. The Group believes that

the nature of the LPG transportation market, whereby LPG cargoes tend not to be stored for protracted periods at source but are

delivered rapidly for transportation, lends itself to solutions other than long-term time charters which are more prevalent in other

energy shipping sectors.

Product Services provides customers with integrated LPG delivery services by purchasing LPG and delivering it directly to

customers. Product Services enables end-customers to secure LPG supply at the final point of consumption thereby eliminating the

need to handle shipping and associated risks. Product Services facilitates utilisation of the BW LPG fleet by contracting to deliver

LPG to end-customers, allowing the Group to secure additional customers that do not otherwise engage in transportation in their

supply chain.

Pre-existing customer relationships

Having operated in the LPG transportation space for 45 years, the Group has long-standing customer relationships which support

access to new and emerging opportunities with those customers. A strong customer relationship base in the United States and West

Africa positions the Group to benefit by leveraging these pre-existing relationships to pursue the additional opportunities which the

Group believes will emerge from these markets — the US market in particular — in the coming years.

45 years of operating experience in LPG shipping

Human resources at sea and on shore are critical to the efficient, safe and reliable operation of shipping assets. The Group has

access to a large pool of experienced employees with extensive experience in the industry, many of those with long-standing

experience within the BW Group. Access to experienced officers and crew, with that experience including time in-company and time

in-industry, is a major competitive advantage in a market where charterers not only value, but in a number of the most important cases

require, significant combined time in-company and in-industry among senior crew. The Group engages with experienced officers,

crew and shore-based technical leadership that have been instrumental in providing high quality, reliable and safe LPG fleet

management at an efficient life-cycle cost. The Group’s approach to vessel life cycle management is to maintain the LPG assets

consistently to a high standard over their lives, without compromising on regular preventive maintenance for short-term gain, for

example to access short-term positive charter rates. This approach increases reliability for customers, by avoiding unexpected ship

repairs and reducing off-hire; optimises potential for extension of useful life (e.g. by applying well- maintained older vessels to end-

of-life charters or storage projects); and potentially improves the residual value achievable on vessels’ disposal.

Strong brand and relationships within the shipping and energy industries

The Group believes that, as a result of its history of more than 90 years in energy transportation, including 45 years in LPG

transportation, it has a long-standing reputation as a leading provider of safe, reliable, and efficient LPG transportation solutions. This

reputation provides an important advantage in building and maintaining strong relationships with leading oil and gas companies, and

is reflected in the Group’s existing customer base in LPG. These relationships are important not only in the VLGC market, but also in

accessing LPG shipping and other related project opportunities available to experienced LPG transporters through energy majors. The

Group intends to leverage the advantages afforded by the strength of the BW brand, by building close and cooperative relationships

with existing customers and emerging participants in the LPG space.

Experienced management team and international board of directors with strong credentials in governance and strategy

The Group’s management team consists of seasoned executives with their own strong industry relationships, who have

demonstrated their ability in managing the commercial, technical and financial areas of the Group’s business. These executives have

deep experience in the shipping industry, including experience operating large and diverse fleets of energy transportation vessels, as

well as other assets in the maritime energy space. The Group’s management have an extensive network of relationships with major oil

and gas companies, shipyards, global financial institutions and other key participants in the shipping and industries. The Group’s

management is complemented by a board of directors with extensive collective international experience in shipping, energy and

capital markets; as well as a broad range of complementary functional competencies.

The Group believes that these competitive strengths have and will continue to collectively enhance its ability to develop and

implement strategies to optimise shareholder returns, customer satisfaction, and to build and sustain recognised leadership as preferred

suppliers of LPG transportation solution.

Strategy

The Group intends to be recognised as the leader in, and market-preferred provider of, maritime LPG transportation and related

services and solutions. The Group’s strategic initiatives focus on ensuring environmental and customer-focused operational excellence

and exploring growth opportunities along the LPG value chain.

Ensuring environmental and customer-focused operational excellence

The Group seeks to ensure environmental and customer-focused operational excellence by delivering LPG safely, sustainably and

cost-effectively to world markets. The Group maintains its fleet to high standards to maximise commercial availability, and its

network of offices ensures coverage across time zones for customers.

The Group upgrades its assets to optimise commercial availability, reduce emissions to the environment and improve operational

performance. A culture of innovation and prudent stewardship facilitated the decision to retrofit pioneering LPG propulsion

technology onboard 15 vessels. With all LPG-powered vessels on water in 2022, the Group has been accumulating valuable

knowledge on this front. Delivering an ambitious, multi-year retrofitting programme also means valuable experience gained in

managing large-scale technical projects.

Explore growth opportunities along the energy value chain

Given the increasing importance of LPG as an energy source, the Group is committed to investing further in the LPG value chain.

The Group is exploring new business opportunities and maximising the value of its current assets with smart corporate actions. As part

of this strategic approach, over the course of 2022, the Group expanded its Product Services team with the acquisition of Vilma Oil’s

LPG trading operations, sold four of its pre-2011 built VLGCs at attractive prices, and expanded its presence in India through BW

India. On 30 November 2023, the Group signed a joint venture agreement with Confidence and committed to invest approximately

US$40 million in Confidence and in an LPG onshore import terminal. The investment of US$30 million in Confidence was completed

in February 2024 through a preferential allotment of equity shares. (see “Item 4. Information on the Company — 4.B. Business

Overview — Infrastructure Projects”).

Product Services enables end-customers to secure LPG supply at the final point of consumption thereby eliminating the need to

handle shipping and associated risks.

Operating Segments

Shipping

With 45 years of operating experience in LPG shipping and experienced seafarers and staff, BW LPG offers a flexible and

reliable service to customers. As further described in “— Shipping — Fleet — Commercial Management of the Fleet,” the Group’s

fleet operates a combination of spot voyages (including CoAs) and time charters.

Product Services

BW LPG’s Product Services supports the core shipping business. This division was established in February 2019, with the aim to

diversify the Group’s business offerings. In November 2022, BW LPG completed the acquisition of the LPG trading operations from

Vilma Oil for total consideration of US$53 million in order to expand BW LPG’s Product Services. Product Services provides

customers with integrated LPG delivery services, by purchasing LPG and delivering it directly to customers. It enables end- customers

to secure LPG supply at the final point of consumption thereby eliminating the need to handle shipping and associated risks.

Shipping

Fleet

As of 31 December 2024, the Group owned and/or operated a fleet of 55 vessels, including 53 operated VLGCs (of which 29

were owned), two LGCs time chartered-in by Product Services and eight VLGCs owned by BW India. 22 out of 55 vessels have LPG

dual-fuel propulsion technology onboard]. As of 31 December 2024, the Group was ranked first based on the number of VLGCs

owned (source: Clarksons, January 2025).

As of 31 December 2024, the Group’s fleet had a combined carrying capacity of over 4 million CBM and the Group’s VLGC

fleet had an average age of approximately 9.1 years.

The operation of the Group’s fleet of VLGCs has historically been the Group’s core activity. By operating a vessel, the Group is

responsible for the commercial management of the vessel either through its ownership of the vessel or pursuant to a charter or pool

arrangement. The majority of the VLGCs the Group operates are commercially managed by the Group under a pool arrangement. For

more information on the pool arrangement, see “— Pool Arrangement” below.

The following table presents certain information with respect to the owned and/or operated vessels in the Group’s fleet as of 31

December 2024.

100%-owned VLGCs

Year

Capacity

Classification

Name

Built

Shipyard

Propulsion

(1)

(CBM)

Flag

Society

BW Avior

2023

DSME

Compliant fuel

91,344

Marshall Islands (Majuro)

Lloyds Register

BW Rigel

2023

DSME

LPG dual-fuel

91,344

Marshall Islands (Majuro)

Lloyds Register

BW Messina

2017

DSME

Compliant fuel

84,177

Panama

Nippon Kaiji Kyokai

BW Mindoro

(2)

2017

DSME

LPG dual-fuel

84,180

Isle of Man (IOM)

DNV

BW Balder

(2)

2016

Hyundai H.I.

LPG dual-fuel

84,142

Marshall Islands (Majuro)

DNV

BW Brage

(2)

2016

Hyundai H.I.

LPG dual-fuel

84,114

Marshall Islands (Majuro)

DNV

BW Freyja

2016

Hyundai H.I.

LPG dual-fuel

84,143

Marshall Islands (Majuro)

DNV

BW Frigg

2016

Hyundai H.I.

LPG dual-fuel

84,136

Marshall Islands (Majuro)

DNV

BW Magellan

(2)

2016

DSME

LPG dual-fuel

84,171

Isle of Man (IOM)

DNV

BW Malacca

(2)

2016

DSME

LPG dual-fuel

84,105

Isle of Man (IOM)

DNV

BW Njord

2016

Hyundai H.I.

LPG dual-fuel

84,107

Marshall Islands (Majuro)

DNV

BW Tucana

(2)

2016

Hyundai H.I.

LPG dual-fuel

84,113

Isle of Man (IOM)

DNV

BW Var

2016

Hyundai H.I.

LPG dual-fuel

83,839

Marshall Islands

DNV

BW Volans

(2)

2016

Hyundai H.I.

LPG dual-fuel

84,134

Isle of Man (IOM)

DNV

BW Breeze

2015

Jiangnan

Scrubber

83,121

Marshall Islands (Majuro)

Lloyds Register

BW Carina

2015

Hyundai H.I.

Scrubber

84,154

Isle of Man (IOM)

DNV

BW Chinook

2015

Jiangnan

Compliant fuel

83,106

Marshall Islands (Majuro)

Lloyds Register

BW Gemini

(2)

2015

Hyundai H.I.

LPG dual-fuel

84,134

Isle of Man (IOM)

DNV

BW Leo

(2)

2015

Hyundai H.I.

LPG dual-fuel

84,161

Isle of Man (IOM)

DNV

BW Levant

2015

Jiangnan

Scrubber

83,114

Malta (Valletta)

Lloyds Register

BW Libra

(2)

2015

Hyundai H.I.

LPG dual-fuel

84,196

Isle of Man (IOM)

DNV

BW Mistral

2015

Jiangnan

Scrubber

83,134

Marshall Islands (Majuro)

Lloyds Register

BW Monsoon

2015

Jiangnan

Scrubber

83,129

Marshall Islands (Majuro)

Lloyds Register

BW Orion

(2)

2015

Hyundai H.I.

LPG dual-fuel

84,196

Isle of Man (IOM)

DNV

BW Pampero

2015

Jiangnan

Compliant fuel

83,131

Marshall Islands (Majuro)

Lloyds Register

BW Passat

2015

Jiangnan

Scrubber

83,115

Marshall Islands (Majuro)

Lloyds Register

BW Sirocco

2015

Jiangnan

Scrubber

83,114

Marshall Islands (Majuro)

Lloyds Register

BW Aries

2014

Hyundai H.I.

Scrubber

84,196

Isle of Man (IOM)

DNV

BW Kyoto

(2)

2010

Mitsubishi H.I.

Compliant fuel

83,299

Singapore

Nippon Kaiji Kyokai

Total: 29 vessels

(1) “Compliant fuel” propulsion uses fuel compliant with emissions regulations in different sea areas; “LPG dual-fuel” propulsion

uses both compliant fuel and LPG; “scrubber” propulsion uses exhaust gas cleaning systems.

(2) Used as collateral under the Group’s loan agreements.

Operated VLGCs/MGCs

Year

Capacity

Classification

Name

Built

Shipyard

Propulsion

(CBM)

Flag

Society

Denver

(1)(2)

2009

Hyundai H.I.

Compliant fuel

60,291

Liberia

DNV

Helsinki

(1)(2)

2009

Hyundai H.I.

Compliant fuel

60,276

Liberia

DNV

Kaede

(3)

2023

Hyundai H.I.

LPG dual-fuel

84,000

Marshall Islands

American Bureau of Shipping

Gas Gabriela

(1)

2021

Hyundai H.I.

Scrubber

80,421

Panama

Korea Register

Gas Venus

2021

Jiangnan

LPG dual-fuel

86,045

Singapore

Lloyd’s Register

Gas Jupiter

2023

Jiangnan

LPG dual-fuel

93,076

Hong Kong

Reference Point

(3)

2020

Jiangnan

Scrubber

84,012

Singapore

Lloyds Register

Clipper Wilma

(3)

2019

Hyundai H.I.

Scrubber

80,032

Norway

DNV

BW Tokyo

2009

Mitsubishi H.I.

Compliant fuel

83,271

Singapore

Nippon Kaiji Kyokai

Total: 9 vessels

(1) Directly managed by Product Services.

(2) MGCs. The other vessels are VLGCs.

(3) Placed to the pool by Product Services.

Time chartered-in / Bareboat in VLGCs

Name

Year

Capacity

Classification

Built

Shipyard

Propulsion

(CBM)

Flag

Society

BW Capella

(1)

2022

DSME

LPG dual-fuel

91,286

Marshall Islands (Majuro)

Lloyds Register

BW Polaris

(1)

2022

DSME

Compliant fuel

91,285

Marshall Islands (Majuro)

Lloyds Register

BW Yushi

2020

Mitsubishi H.I.

Scrubber

83,315

Singapore

Nippon Kaiji Kyokai

BW Kizoku

2019

Mitsubishi H.I.

Scrubber

83,325

Singapore

Nippon Kaiji Kyokai

Doraji Gas

2017

Mitsubishi H.I.

Compliant fuel

83,319

Panama

Nippon Kaiji Kyokai

Gas Zenith

2017

Hyundai H.I.

Scrubber

82,439

Panama

Korean Register

Oriental King

2017

Hyundai H.I.

Compliant fuel

84,099

Hong Kong

DNV

Berge Nantong

2006

Hyundai H.I.

Compliant fuel

82,244

Hong Kong

DNV

Berge Ningbo

2006

Hyundai H.I.

Compliant fuel

82,252

Hong Kong

DNV

Total: 9 vessels

(1) Financed via lease financing agreements

VLGCs owned by BW India

(1)

Year

Capacity

Classification

Name

Built

Shipyard

Propulsion

(CBM)

Flag

Society

BW Pine

2011

Kawasaki S.C.

Compliant fuel

80,156

India

Lloyds Register

BW Lord

2008

DSME

Compliant fuel

84,615

India

DNV

BW Loyalty

2008

DSME

Scrubber

84,601

India

Lloyds Register

BW Oak

2008

Hyundai H.I.

Compliant fuel

82,253

India

Lloyds Register

BY Tyr

2008

Hyundai H.I.

Compliant fuel

82,303

India

Lloyds Register

BW Birch

2007

Hyundai H.I.

Compliant fuel

82,303

India

Indian Register of Shipping

BW Cedar

2007

Hyundai H.I

Compliant fuel

82,260

India

Lloyds Register

BW Elm

2007

Hyundai H.I.

Compliant fuel

82,291

India

Lloyds Register

Total: 8 vessels

The Group invests significant resources in R&D and technology to drive energy efficiency and reduce emissions. One of the

Group’s most significant initiatives was to pioneer the use of LPG dual-fuel propulsion engines. Seventeen of the Group’s LPG

vessels have LPG dual-fuel propulsion technology onboard, allowing the Group to serve customers with a low emissions profile. The

Group also offers vessels that are equipped with scrubber technology that reduces harmful elements in exhaust gases.

During 2020-2022, 15 retrofitted VLGCs were delivered to BW LPG. Retrofitting offers significant environmental and economic

benefits. Compared with a newbuild, retrofitting an existing ship emits 97% less carbon during construction, takes two months (versus

two years) to complete, and does not add potentially unneeded shipping capacity to the market. Retrofitting an existing vessel

typically costs an estimated US$8-9 million, compared to an estimated US$120 million to order a newbuild with the same technology.

Technical Management of the Fleet

Technical ship management involves the comprehensive operation and maintenance of vessels in all aspect on behalf of the

owner. It encompasses key services such as vessel registration, technical expertise, ship maintenance, crew management, compliance,

budgeting, procurement, environmental and safety management. Dedicated technical teams ensure efficient operations by managing

inspections, certifications, safety systems, and drydocking in alignment with international standards.

Ship management companies optimize operations by capitalizing on their extensive networks, advanced systems like Planned

Maintenance Systems (PMS), and Safety Management Systems (SMS) to reduce costs and enhance safety and efficiency. They

coordinate complex logistics, ensure timely procurement of spares and consumables, and maintain regulatory compliance to prevent

delays and detentions.

The Group prioritizes having its inhouse technical team (BW LPG Fleet Management AS, a Group subsidiary) provide technical

management for its dual fuel vessels. The remaining vessels are managed by third-party technical managers pursuant to technical

management agreements. The Group does not technically manage vessels that the Group does not own, including time chartered-in

vessels and pooled-in vessels, i.e. vessels that are commercially operated by BW LPG through a pooling arrangement where vessel

owners place their vessels with BW LPG, which acts as the commercial manager to secure vessels deployment.

The Group believes that the quality of its vessels is one of the main reasons why the Group has been able to retain many of the

world’s largest oil and gas companies among its customers. The Group uses its resources to furnish its vessels with the most reliable

equipment available at the time of building, and continues to maintain them and, when required, upgrade them to keep them

competitive in the market. The Group has in place a maintenance programme designed to ensure a high standard of maintenance

throughout a vessel’s lifetime.

Commercial Management of the Fleet

Commercial management of the fleet involves deployment in the market through a number of different arrangements. The Group

typically enters into voyage charters, time charters and CoAs. See “Item 4. Information on the Company — 4.B. Business Overview —

Market Overview — LPG Shipping — Shipping earnings.”

The Group’s Commercial department operates the pool arrangement described below, including the scheduling of vessels,

budgeting and accounting for pool participants. The department is responsible for the development and marketing of the LPG vessels

the Group operates, negotiating contracts directly with the Group’s clients as well as through shipbrokers. Contracts are negotiated and

concluded by the Group’s chartering and commercial development department under instructions and authority from the Chief

Executive Officer. The department is also responsible for chartering in tonnage for arbitrage profit as well as actively seeking

opportunities to enlarge the fleet by acquiring tonnage, bringing in pool participants, placing newbuild orders, or through other

commercial arrangements.

Pool Arrangement

BW LPG operates a pooling arrangement where vessels are in a pool operated by BW LPG to secure vessel deployment and

facilitate the operation and utilisation of the fleet. As commercial manager of the pool, the Group receives a fee for all vessels that

participate in the pool. The pool includes vessels owned and/or operated by the Group, except that time chartered-out vessels with

time charter durations longer than one year are currently excluded from the pool. BW India’s vessels do not participate in the pooling

arrangements. External pool participants include Exmar and Sinogas Maritime.

Under a typical pool arrangement, the manager of the pool markets the vessels as a single, cohesive fleet, operating them on spot

voyages. The pools the Group participates in are marketing and revenue sharing arrangements under which each participating vessel

receives “pool points.” Earnings from the pool are distributed among the pool participants according to these pool points. The pool

points are calculated based on a pre-agreed template and allocated to the vessels participating in the relevant pool and are revised from

time to time based on each vessel’s speed, fuel consumption and other technical and operational parameters. A shipping pool thus acts

as a single entity in the allocation of its vessels to meet the various contracts that it has entered into. The pool manager is responsible

for all the voyage expenses for pool activities, such as bunker fuel costs, port charges and canal dues. Such costs are deducted from

pool revenue prior to distribution to pool members. All other operating costs, such as manning, insurance, loan repayments and

maintenance are paid for by the respective pool participant.

The pool manager prepares and distributes reports to the other participants monthly and/or quarterly and at the end of the year.

These reports contain information regarding the pool’s revenue, costs, any off-hire days and cash to be distributed to the participants.

Payment is normally made monthly to each owner. Participants can remove vessels from the pool, subject to a reasonable amount of

notice period by providing prior written notice to the other participants, or upon expiry of an employment contract of the vessel, if

entered into prior to such notice.

The pool income is divided on the basis of the respective vessel’s pool points reflecting each vessel’s relative earnings potential.

Pool income is distributed on a monthly basis to the respective pool participant.

Time Chartered-ins

The following table presents certain information with respect to the chartered-in VLGCs in the Group’s fleet as of 31

December 2024.

Last

Chartered-

Time to

Age at

strike

Time to

Age at

strike

Extension

price

last

price

(US$’000

option

Purchase

strike

(US$

strike

(US$

Name

per month)

Expiry date

period

option

(year)

million)

(year)

(years)

million)

Berge Nantong

850

31/12/2025

N/A

Berge Ningbo

850

31/12/2025

N/A

BW Kizoku

750

29/11/2026

1+1+1 year

Yes

2024

2026

BW Yushi

750

13/2/2027

1+1+1 year

Yes

2025

2027

Gas Zenith

950

25/10/2025

N/A

Oriental King

1,450

1/2/2026

N/A

Doraji Gas

1,040

17/1/2026

N/A

BW India Fleet

The BW India fleet consists of eight vessels, with seven deployed on time charters to Indian oil majors and one vessel operated in

the spot market. BW India’s vessels do not participate in the pooling arrangements. The eight vessels are technically and

commercially managed by BW Global United LPG India.

Operations

The Group’s Operations department is responsible for monitoring the performance of the vessels the Group operates and that

these vessels are deployed in compliance with the terms and conditions of the applicable charter contracts. Each vessel that the Group

operates is assigned a designated operator and demurrage claims analyst to ensure that voyage orders, cargo documentation, freight

and demurrage payments are as agreed and settled in a timely manner. The designated operators are responsible for communicating on

a daily basis with agents, charterers and vessels as well as monitoring the vessels’ bunker situation and obtaining bunker fuel.

While operational and technical quality is an integral part of the Group’s operations, the Marine department is responsible for

overseeing the vetting and inspection programme for the Group’s owned vessels (except vessels that are technically managed by third

parties), which the Group operates in a manner intended to protect the safety and health of its employees, the general public and the

environment. The Group actively manages the risks inherent in its business and is committed to eliminating incidents that threaten

safety, such as groundings, fires, collisions and petroleum spills. The Group’s total quality management system has been fully

electronically operated onboard all vessels since over ten years ago. The Operations department works hand in hand with the Marine

department to ensure validity of ship’s trading certificates and approvals.

Customers/Charterers

The Group’s assessment of a customer’s financial condition and reliability is a key factor in negotiating employment for the

Group’s vessels. Counterparties are revalidated on a quarterly basis, with new customers appraised before embarking upon

commercial relations. The Group seeks to charter its vessels to international oil companies and national oil companies, as well as

trading and utility companies. In 2024, the Group’s top five Shipping customers by revenue included Vitol, Hindustan Petroleum

Corporation Limited, Aramco Trading Company, Abu Dhabi Marine International Chartering and Indian Oil Corporation,

representing an aggregate of 40.8% of the Group’s Revenue — Shipping.

Competition

The Group’s business performance fluctuates in line with the main patterns of trade of LPG cargo and varies according to changes

in the supply of and demand for transportation of this cargo. The LPG market is highly competitive and based primarily on supply of

cargo and vessel availability. The Group competes for charters on the basis of price, vessel location, size, age and condition of the

vessel, as well as on its reputation as an owner and operator. The Group’s main competitors in 2024 included Dorian LPG, Petredec

and Avance Gas (Avance Gas since exited the VLGC market).

BW India

Since its establishment in 2017, BW India has grown to become India’s largest owner and operator of VLGCs by total fleet

capacity as of 31 December 2024. As of 31 December 2024, BW India had eight LPG vessels. BW India’s fleet is Indian-flagged and

Indian-operated to facilitate business transactions in alignment with the Padmanabha Bharat scheme (translated as domestic self-

reliance). According to data from Vortexa, BW India’s fleet carried approximately 19% of LPG imports into India from January 2024

to December 2024. and had approximately a 30% share of the time-charter market by the end of 2024, according to Sentosa

Shipbrokers, based on number of time chartered VLGC vessels.

Product Services

Product Services provides customers with integrated LPG delivery services by purchasing LPG and delivering it directly to

customers. Product Services enables end-customers to secure LPG supply at the final point of consumption thereby eliminating the

need to handle shipping and associated risks. This allows customers to avoid the need to purchase LPG on a FOB basis (Free on

Board), if preferred, charter a vessel and manage associated transport operations. Product Services can provide tailor-made pricing

depending on customers’ specific consumption needs. For example, it can offer its petrochemical customers a price for LPG fixed as

a percentage of an index price for Naphtha, which allows customers to easily compare the LPG price with the price of their alternative

feedstock. Furthermore, as Product Services’ prices are fixed by reference to the time of delivery, rather than to the time of loading

(with a typical gap of 35 days between the two for customers in Asia), customers can benefit from prices that are much closer to the

actual consumption period.

Prior to the acquisition of Vilma Oil Trading in November 2022, Product Services was solely operated to enhance and optimise

the utilisation of the BW LPG operated vessels. The division operated under strict mandates such as stop loss limits, and it could only

employ internal charters from Shipping to transport the LPG cargo to its customers. After the acquisition of Vilma Oil Trading in

November 2022, Product Services has operated under a new trading mandate where the trading activities are assessed and monitored

based on risk limits such as value-at-risk levels, margin and working capital requirements. Product Services is able to generate

margins by taking advantage of arbitrage opportunities in the global LPG market. It is able to take advantage of time differences, as

well as differences between cost pricing indexes at source and freight and operations costs on the one hand and sales pricing indexes at

the discharge location on the other hand. Currently, approximately 70% of Product Services’ traded volume is sourced from North

America, with the majority being shipped to Asia and the balance to Europe, the Mediterranean and South America. Its traded volume

is also sourced from North and West Africa and the Middle East and shipped to India and Asia.

Product Services uses derivatives quoted on the main commodity exchanges to both hedge the underlying risks and extract and

enhance margins between the physical product and freight indexes. Its activities are also supported by the use of proprietary developed

software with sophisticated algorithms that analyses vessel/ cargo movements, supply and demand volumes, as well as other market

variables.

Product Services’ sales are managed by an experienced and skilled team that continuously engages with customers through calls,

message applications, face-to-face meetings and industry events. It aims to identify new clients who recognise the value-added

services provided by Product Services.

Product Services enters into the following types of contracts with customers:

• Long-term supply contracts, whereby a specified number of cargo deliveries is made over an agreed timeframe. These

contracts may be concluded by direct negotiations with the counterparty, via a broker or a tender initiated by the

counterparty. Long-term contracts are based on an industry published index plus/minus a pre-agreed premium/discount.

• Spot sales contracts, whereby a single cargo is delivered in a specified date range. These contracts are concluded by direct

negotiations with the counterparty, via a broker or standardised contracts

Product Services has CoAs with Shipping, pursuant to which Product Services commits to utilise the fleet for a minimum number

of voyages or voyage hours over an agreed time frame. Such CoAs form the foundation of Product Services’ fleet utilisation. Product

Services may also time chartered-in vessels from third parties.

Customers

In 2024, the top five customers of Product Services by revenue were Gunvor SA, SK Gas, E1 Corporation, Asia Chemical

Trading and CPC Corporation, which together represented 45.4% of the Group’s Revenue – Product Services.

Competition

The principal competitors of Product Services are traditional trading companies, including Vitol, Trafigura, Mercuria, Gunvor and

Glencore.

Seasonality

See “Item 5. Operating and Financial Review and Prospects — 5.A. Operating Results — Key Factors Affecting the Group’s

Results of Operations and Financial Position — Seasonality.”

Insurance

The operation of any ocean-going vessel represents a potential risk of major losses and liabilities, death or injury of persons, as

well as property damage caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other

circumstances or events. In addition, the transportation of gas is subject to the risk of pollution and to business interruptions due to

political unrest, hostilities, labour strikes and boycotts. The occurrence of any of these events may result in loss of revenue or

increased costs. See also “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Industry in which the Group

Operates — Shipping is a business with inherent risks and the Group’s own insurance may not be adequate to cover the Group’s

losses.”

As an integral part of operating the Group’s gas carriers, the Group maintains “Hull Insurance” under an All Risk Policy on

Nordic Conditions with first class international insurance carriers and “Protection and Indemnity” (“P&I”) insurance with P&I

Associations who are members of the International Group of P&I Clubs. Hull insurance covers, among other things, loss of or damage

to a vessel, its machinery and equipment where the loss is caused by a marine peril which includes grounding, collision, crew

negligence and adverse weather conditions. The typical average deductible is US$150,000 and applies to non-total loss claims. All

vessels are covered against total loss, with each vessel insured at no less than fair market value. P&I insurance indemnifies the ship

owner against third-party liability exposures which arise out of the operation of its vessels. P&I liabilities include injury to the

Group’s crew or third parties, cargo loss, wreck removal and pollution. Collision and fixed and floating liabilities such as dock

damage are covered under the Hull policy with excess risks defaulting to P&I where a claim exceeds the hull value of the ship. The

current limit for pollution cover is US$1 billion per vessel per incident. The Group also carries insurances covering war risks,

including piracy and terrorism and cyber buyback.

The Group believes that its current insurance programme, as described above, is adequate to protect the Group against the

majority of accident-related risks involved in the conduct of its business, including pollution liability and environmental damage.

However, there can be no assurance that the range of risks the Group is exposed to is adequately insured against, that any particular

claim will be paid or that the Group in the future will be able to procure similar adequate insurance coverage at the terms and

conditions equal to those the Group currently has. More stringent environmental and passenger liability regulations have resulted in

increased exposures and insurance costs and may in certain circumstances be difficult to insure or even become uninsurable. The

Group’s goal is to maintain an adequate insurance coverage required by its marine operations and to actively monitor any new

regulations and threats that may require the Group to revise its coverage.

Environmental, Health and Safety Matters

The Group’s corporate values and ethical guidelines make health, safety and environment responsibility an integral facet of its

business. The Group aspires to Zero Harm to people, environment, cargo and vessel and works continuously to raise both personal

safety and process safety awareness. The Group’s Quality Management System’s approach is therefore to safeguard people,

environment, cargo and vessel through implementation of the Group’s values, policies, processes and procedures. The Quality

Management System shall be in accordance with applicable laws and regulations in addition to industry and the Group’s own best

practices. This will change and develop; the Group’s Management System is therefore dynamic and will be continually improved.

The Group emphasises that safety is a corporate priority. To achieve the Group’s aspiration of Zero Harm and to ensure continual

improvement, the Group will motivate each individual to maintain and further develop their professional skills and continue to focus

on programmes to develop competence. The Group has established a set of HSEQ performance indicators with targets which are

regularly monitored and followed up. See also “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Group’s

Operations — Compliance with environmental laws or regulations may have an adverse effect on the Group’s results of operations.”

Infrastructure Projects

On 30 November 2023, the Group announced that it had agreed to establish a joint venture with Confidence, BW Confidence

Enterprise Private Limited (“BW Confidence”), to explore investment opportunities in onshore LPG import infrastructure.

In 2024, the Group established an office in Dubai to focus on Infrastructure investments, monitor its 8.5% shareholding

investment in Confidence, and develop an LPG onshore import terminal at Jawaharlal Nehru Port Association (“JNPA”) Port in Navi

Mumbai, India. Pursuant to an agreement signed between BW Confidence and Ganesh Benzoplast Limited, both parties will fund the

construction of the largest cryogenic LPG storage terminal facility at JNPA Port. BW Confidence will own 55% ownership stake in

the JNPA terminal facility with construction expected to commence in 2025.

Regulatory Overview

General

The Group’s business and the operation of the Group’s vessels are subject to extensive environmental, health and safety

regulations, including various international treaties and conventions and the applicable local, national and subnational laws and

regulations of the countries in which its vessels operate or are registered. Such laws and regulations cover a variety of topics,

including, but not limited to, the discharge of pollutants into the air and water, waste management, the generation, use, storage,

transportation, treatment and disposal of hazardous materials and wastes, protection of natural resources, the cleanup of contaminated

sites, the cleanup of the environment from oil spills and protection of worker health and safety, and might require the Group to obtain

governmental or quasi-governmental permits, licenses and certificates before the Group may operate its vessels or conduct certain

activities. Failure to comply with these laws or to obtain the necessary business and technical permits, licenses and certificates could

result in sanctions including suspension and/or freezing of the business and responsibility for all damages arising from any violation.

Governments may also periodically revise their environmental laws and regulations or adopt new ones, and the effects of new or

revised laws and regulations on the Group’s operations cannot be predicted. Although the Group believes that it is substantially in

compliance with applicable environmental laws and regulations and has all permits, licenses and certificates required for its vessels,

future non-compliance or failure to maintain necessary permits or approvals could require the Group to incur substantial costs or

temporarily suspend the operation of one or more of the Group’s vessels. There can be no assurance that additional significant costs

and liabilities will not be incurred to comply with such current and future laws and regulations, or that such laws and regulations will

not have a material effect on the Group’s operations. Similar or more stringent laws may also apply to the Group’s customers,

including oil & gas exploration and production companies, which may impact demand for the Group’s services.

Key international environmental treaties and conventions as well as US environmental laws and regulations that apply to the

operation of the Group’s vessels are described below. Other countries, including member countries of the EU, in which the Group

operates or in which the Group’s vessels are registered, have or may in the future have laws and regulations that are similar to, or more

stringent than, the US laws referenced below.

International maritime regulations of vessels

A particularly significant organisation in the shipping industry is the IMO, the United Nations agency for maritime safety and the

prevention of pollution by vessels. The IMO has adopted a number of regulations relating to the prevention of pollution by vessels,

including the International Convention for the Prevention of Pollution from Ships 1973, as modified by the Protocol of 1978 relating

thereto (collectively, “MARPOL”) which establishes environmental standards relating to oil leakage and oil spills, garbage

management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged

forms. MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels. Additionally, IMO has adopted the

International Convention for the Safety of Life at Sea 1974, as amended (“SOLAS”) which is intended to specify minimum standards

for the construction, equipment, and operations of ships. The SOLAS Convention was amended to address the safe manning of vessels

and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of

liability for a loss of life or personal injury claim or a property claim against ship owners. An important entity within IMO is the

Marine Environment Protection Committee (“MEPC”) which is the entity addressing environmental issues under IMO. MEPC holds

two sessions a year and a reference to, for example, MEPC 80 is a reference to MEPC’s 80th session. Among other requirements, the

International Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”) requires the owner

and the party with operational control of a vessel to develop an extensive safety management system and the adoption of a policy for

safety and environmental protection setting forth instructions and procedures for operating its vessels safely and also describing

procedures for responding to emergencies.

In 2012, the MEPC adopted a resolution amending the International Code for the Construction and Equipment of Ships Carrying

Dangerous Chemicals in Bulk (the “IBC Code”). The provisions of the IBC Code are mandatory under MARPOL and the SOLAS

Convention. These amendments, which entered into force in June 2014 and took effect on 1 January 2021, pertain to revised

international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC

Code.

In 2013, the MEPC adopted a resolution amending MARPOL Annex I Condition Assessment Scheme (“CAS”). These

amendments became effective on 1 October 2014, and require compliance with the 2011 International Code on the Enhanced

Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code,” which provides for enhanced inspection

programmes.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be

passed by the IMO and what effect, if any, such regulation may have on the Group’s operations. Non-compliance with the ISM Code

or other applicable IMO regulations may subject a shipowner or a bareboat charterer to increased liability or penalties, may lead to

decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.

Emissions

The IMO’s MARPOL imposes environmental standards on the shipping industry relating to marine pollution, including oil spills,

management of garbage, the handling and disposal of noxious liquids, sewage and air emissions. Regulation 12A of Annex I relating

to oil leakage or spilling applies to various vessels delivered on or after 1 August 2010 with an aggregate oil fuel capacity of 600 CBM

and above. It includes requirements for the protected location of the fuel tanks, performance standards for accidental oil fuel outflow,

a tank capacity limit and certain other maintenance, inspection and engineering standards. IMO regulations also require owners and

operators of vessels to adopt Shipboard Oil Pollution Emergency Plans. Periodic training and drills for response personnel and for

vessels and their crews are required.

MARPOL 73/78 Annex VI regulations for the “Prevention of Air Pollution from Ships” apply to all vessels, fixed and floating

drilling rigs and other floating platforms. Annex VI sets limits on sulphur oxide and nitrogen oxide emissions from vessel exhausts,

emissions of volatile compounds from cargo tanks, shipboard incineration of specific substances (such as polychlorinated biphenyls,

or “PCBs”), and prohibits deliberate emissions of ozone depleting substances (such as certain halons and chlorofluorocarbons). Annex

VI also includes a global cap on sulphur content of fuel oil and allows for special areas to be established with more stringent controls

on sulphur emissions. Regarding the Group’s vessels, International Air Pollution Certificates (“IAPP Certificates”) have been issued

to vessels of more than 400 gross tonnes and engaged in international voyages involving countries that have ratified the conventions,

or vessels flying the flag of those countries.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone

depleting substances, which entered into force on 1 July 2010. The amended Annex VI seeks to further reduce air pollution by, among

other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. As of 1

January 2020, an upper limit of sulfur content of ship’s fuel oil was reduced to 0.5% from a previous 3.5% under the so-called

IMO2020 regulation prescribed in MARPOL. Ships may limit their air pollutants by using compliant fuels such as VLSFO or marine

gas oil (“MGO”), by installing exhaust gas cleaning systems (scrubbers), or by using alternative fuels with low or zero sulfur contents

such as liquified natural gas or biofuels. In certain areas, so called emission control areas (“ECAs”), the upper limit of sulfur content

is reduced to 0.1%. ECAs include certain coastal areas of North America, the United States Caribbean Sea, the Baltic Sea and the

North Sea. With effect from 1 May 2025, the Mediterranean Sea has been designated as an ECA. With effect from 1 March 2027, the

upper limit of sulfur content is reduced to 0.10% in Canadian Arctic ECA and the Norwegian sea ECA.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines,

depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted

which address the date on which Tier III Nitrogen Oxide (“NOx”) standards in ECAs will go into effect. Under the amendments, Tier

III NOx standards apply to ships that operate in the North American and US Caribbean Sea ECAs designed for the control of NOx

produced by vessels with a marine diesel engine installed and constructed on or after 1 January 2016. Tier III requirements could

apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea

and Baltic Sea as ECAs for nitrogen oxide for ships built on or after 1 January 2021. The EPA promulgated equivalent (and in some

senses stricter) emissions standards in 2010.

Additionally, the IMO adopted draft amendments to MARPOL Annex I to, with effect from 1 July 2024, prohibiting the use, or

carrying for use, HFO in Arctic waters. IMO’s MEPC 77 adopted a non-binding resolution which urged Member States and ship

operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could

contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. The Group’s LPG vessels have

achieved compliance with sulfur emission standards, where necessary, by being modified to burn low sulfur gas oil in their boilers

when alongside a berth.

US air emissions standards are now equivalent to these amended Annex VI requirements. Additional or new conventions, laws

and regulations may be adopted that could require the installation of expensive emission control systems. Because the Group’s LPG

vessels are largely powered by means other than High Sulphur fuel oil, the Group does not anticipate that any emission limits that may

be promulgated will require it to incur any material costs for the operation of its vessels, but that possibility cannot be eliminated.

Clean Air Act

The US Clean Air Act of 1970 (including its amendments of 1977 and 1990) (the “CAA”) requires the Environmental Protection

Agency (the “EPA”) to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The

Group’s LPG vessels are subject to vapor control and recovery requirements for certain cargos when loading, unloading, ballasting,

cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” marine diesel

engines operating in US waters. Previous marine diesel engine emission standards for Category 3 engines were adopted in 2003.

These Tier 1 standards are equivalent to MARPOL Annex VI NOx limits and were limited to new engines beginning with the 2004

model year. On 30 April 2010, the EPA promulgated final emission standards for Category 3 marine diesel engines equivalent to those

adopted in the amendments to Annex VI to MARPOL. The emission standards were applied in two stages: near-term standards for

newly built engines apply from 2011, and long-term standards requiring an 80% reduction in nitrogen dioxides, or NOx, apply from

2016. A further stage of reductions, known as “Tier 4” standards, has also been developed and implemented. Separately, in

December 2019, the EPA published a final rule concerning national diesel fuel regulations that allow fuel suppliers to distribute

distillate diesel fuel that complies with the 0.5% international sulphur cap instead of fuel standards that otherwise apply to distillate

diesel fuel in the United States. Fuel that does not meet the 0.5% sulphur cap cannot be used in ECA boundaries.

Anti-Fouling Systems

Anti-fouling Systems (“AFS”), such as paint or surface treatment, are used to coat the bottom of vessels to prevent the attachment

of molluscs and other sea life to the hulls of vessels. The Group’s LPG vessels are subject to the IMO’s International Convention on

the Control of Harmful Anti-fouling Systems (“Anti-fouling Convention”), which prohibits the use of organic compound coatings in

anti-fouling systems. Vessels of over 400 gross tonnes (excluding fixed and floating platforms, FSUs and FPSOs) engaged in

international voyages must obtain an International AFS Certificate and undergo an initial survey before the vessel is put into service or

when the AFS are altered or replaced. In June 2021, the MEPC formally adopted amendments to the Anti-fouling Convention to

prohibit AFS containing cybutryne for all vessels. From 1 January 2023, for all vessels of over 400 gross tonnes engaged in

international voyages (subject to certain exclusions) already bearing such AFS shall either remove the AFS or apply a coating that

forms a barrier to this substance leaching from the underlying non-compliant AFS, at the next scheduled renewal of the systems after

that date, but no later than 60 months following the last application to the vessels of AFS containing cybutryne. The Group has

obtained AFS Certificates for all of its vessels, and the Group does not believe that maintaining such certificates will have an adverse

financial impact on the operation of its vessels.

Biofouling

The IMO’s MEPC has adopted guidelines for the control and management of ships’ biofouling to minimise the transfer of

invasive aquatic species, the most recent update being in July 2023. The 2023 guidelines focused on operational considerations such

as the selection and installation of AFS and the re- installation, re-application or repair of the AFS, as well as guidance on maritime

growth prevention systems (“MGPS”). The guidelines include certain requirements as to the frequency of biofouling inspections or

inspection dates (or date ranges) for in-water inspections by organisations, crew or personnel who are competent during the in-service

period of the vessel. These inspections should be based on the ship-specific biofouling risk profile, including inspection as a

contingency action, and specified in the Biofouling Management Plan (“BFMP”) under the responsibility of shipowners, ship

operators and shipmasters. The 2023 guidelines also provide updates to information to be included in a BFMP and biofouling

management record book.

A biofouling rating based on the type and extent of biofouling as well as the condition of the AFS and the functioning of any

MGPS will be determined by each biofouling inspection. The determined rating scale provides a recommendation on the type of

cleaning that should take place should biofouling of a certain rating be present.

Oil Pollution Act and The Comprehensive Environmental Response Compensation and Liability Act

The US Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup

of the environment from oil spills. OPA affects all owners and operators whose vessels trade or operate within the United States, its

territories and possessions, or whose vessels operate in the waters of the United States, which includes the US territorial seas and its

200 nautical mile exclusive economic zone around the United States. The Comprehensive Environmental Response, Compensation,

and Liability Act (“CERCLA”) applies to the discharge of hazardous substances whether on land or at sea. OPA and CERCLA both

define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA

and CERCLA impact the Group’s operations.

Under OPA, vessel owners and operators, are “responsible parties” and are jointly, severally and strictly liable (unless the spill

results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other

damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). An oil spill could result in

significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages as well as third-

party damages, including punitive damages.

The limits of OPA liability are the greater of US$2,500 per gross tonne or US$21,521,00 for any tanker, other than single-hull

tank vessels, over 3,000 gross tonnes (subject to possible adjustment for inflation). These limits of liability do not apply, however,

where the incident is caused by violation of applicable US federal safety, construction or operating regulations, or by the responsible

party’s gross negligence or wilful misconduct. These limits likewise do not apply if the responsible party fails or refuses to report the

incident or to cooperate and assist in connection with the substance removal activities. OPA specifically permits individual states to

impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have

enacted legislation providing for unlimited liability for discharge of pollutants within their waters.

CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for recovery of

clean up and removal costs and the imposition of natural resource damages for releases of “hazardous substances,” which, as defined

in CERCLA, excludes petroleum, including crude oil or any fraction thereof. Liability under CERCLA is limited to the greater of

US$300 per gross tonne or US$0.5 million for each release from vessels not carrying hazardous substances as cargo or residue, and

the greater of US$300 per gross tonne or US$5 million for each release from vessels carrying hazardous substances as cargo or

residue. As with OPA, these limits of liability do not apply where the incident is caused by violation of applicable US federal safety,

construction or operating regulations, or by the responsible party’s gross negligence or wilful misconduct or if the responsible party

fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA and CERCLA

each preserve the right to recover damages under existing law, including state and maritime tort law. The Group believes that it is in

substantial compliance with OPA, CERCLA and all applicable state regulations in the ports where the Group’s vessels call.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the US Coast Guard (the

“USCG”) evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible

person may be subject. Under OPA regulations, an owner or operator of more than one vessel is required to demonstrate evidence of

financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having the

greatest maximum liability under OPA/CERCLA. Each of the Group’s ship owning subsidiaries that has vessels trading in US waters

has applied for and obtained from the US Coast Guard National Pollution Funds Center three-year certificates of financial

responsibility (“COFRs”), supported by guarantees purchased from an insurance-based provider. The Group believes that it will be

able to continue to obtain the requisite guarantees and that it will continue to be granted COFRs from the USCG for each of its vessels

that is required to have one.

Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of the Group’s

vessels could impact the cost of the Group’s operations and adversely affect its business and ability to make distributions to its

shareholders. The Group currently maintains pollution liability coverage insurance in the amount of US$1 billion per incident for each

of its vessels. If the damages from a catastrophic spill were to exceed the Group’s insurance coverage, it could have an adverse effect

on the Group’s business and results of operation.

CLC/Bunker Convention/CLC State Certificate

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different

Protocols in 1976, 1984, and 1992, and amended in 2000 (the “CLC”). Under the CLC and depending on whether the country in

which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable, for pollution

damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992

Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit, the Special Drawing

Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit

liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the

spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably

result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum

equivalent to an owner’s liability for a single incident.

IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage 2001 (the “Bunker

Convention”) provides a liability, compensation and compulsory insurance system for the victims of oil pollution damage caused by

spills of bunker oil. The Bunker Convention imposes strict liability on shipowners (including the registered owner, bareboat charterer,

manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. Registered

owners of any sea going vessel and seaborne craft over 1,000 gross tonnage, of any type whatsoever, and registered in a state party, or

entering or leaving a port in the territory of a state party, are required to maintain insurance which meets the requirements of the

Bunker Convention and to obtain a certificate issued by a state party attesting that such insurance is in force. The state party-issued

certificate must be carried on board at all times. P&I Clubs in the International Group issue the required Bunker Convention “Blue

Cards” to provide evidence that there is insurance in place that meets the Bunker Convention requirements and thereby enable

signatory states to issue certificates. The Group’s LPG vessels have received “Blue Cards” from their P&I Club and are in possession

of a CLC State-issued certificate attesting that the required insurance cover is in force.

Ballast Water Management Convention, Clean Water Act and National Invasive Species Act

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial

waters of the signatories to such conventions. The EPA and the USCG, have also enacted rules relating to ballast water discharge for

all vessels entering or operating in US waters. Compliance requires the installation of equipment on the Group’s vessels to treat ballast

water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial

cost, and/or otherwise restrict the Group’s vessels from entering US waters.

Ballast Water Management Convention

IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM

Convention”) in 2004. The BWM Convention entered into force on 8 September 2017. The BWM Convention requires ships to

manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and

pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of

mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. As of 31 December 2023,

the Group’s LPG vessels had installed ballast water treatment systems.

Clean Water Act

The US Clean Water Act (the “CWA”) prohibits the discharge of oil, hazardous substances and ballast water in US navigable

waters unless authorised by a duly issued permit or exemption and imposes strict liability in the form of penalties for any unauthorised

discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the

remedies available under OPA and CERCLA. In addition, many US states that border a navigable waterway have enacted

environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or

a release of a hazardous substance. These laws may be more stringent than US federal law.

The EPA regulates the discharge of ballast and bilge water and other substances in US waters under the CWA. The EPA

regulations historically have required vessels 79 feet in length or longer (other than commercial fishing vessels and recreational

vessels) to obtain and comply with a permit that regulates ballast water discharges and other discharges incidental to the normal

operation of certain vessels within US waters.

In March 2013, the EPA issued the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels

(“VGP”). The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels and contains ballast water

discharge limits for most vessels to reduce the risk of invasive species in US waters, more stringent requirements for exhaust gas

scrubbers and the use of environmentally acceptable lubricants.

In December 2018, the Vessel Incidental Discharge Act (“VIDA”) amended the CWA Section 312(p) and restructured how the

EPA and the USCG regulated incidental discharges from commercial vessels into US waters. Specifically, VIDA gave the EPA

responsibility for establishing standards for the discharge of pollutants from vessels and the USCG responsibility for prescribing,

administering, and enforcing the standards. Under VIDA, VGP provisions and existing USCG regulations will be phased out over a

period of approximately four years and be replaced by National Standards of Performance (“NSPs”). However, the current 2013 VGP

scheme will remain in force until 2026, given that the USCG might spend the full two years to finalise the corresponding enforcement

standards.

National Invasive Species Act

The USCG regulations adopted under the US National Invasive Species Act (“NISA”) require the USCG’s approval of any

technology before it is placed on a vessel. As a result, the USCG has provided waivers to vessels which could not install the then as-

yet unapproved technology. Under the USCG rule on the Coast Guard’s ballast water management record-keeping requirements,

vessels with ballast tanks operating exclusively on voyages between ports or places within a single Captain of the Port zone are

required to submit an annual report of their ballast water management practices. Vessels may submit their reports after arrival at the

port of destination instead of prior to arrival. As discussed above, under VIDA, existing USCG ballast water management regulations

will be phased out over a period of approximately four years and replaced with NSPs to be developed by EPA and implemented and

enforced by the USCG (anticipated in 2026).

EU regulations

In October 2009, the EU amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting

substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually

or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also

lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to

warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or

fines and increased civil liability claims.

In June 2023, the EU Commission presented legislative proposals to modernize EU rules on maritime safety and prevention of

water pollution; including extension of port state controls, proposals to prevent illegal discharges into European seas, including by

extending the scope of prohibitions to cover a wider range of polluting substances, and to strengthen the legal framework for penalties

and their application. The proposals have not yet been adopted but these, or other new regulations regarding water pollution, may have

an effect on the Group’s business in the future.

International Labour Organisation

The ILO is a specialised agency of the United Nations that has adopted the Maritime Labour Convention, 2006 as amended

(“MLC 2006”). A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance

with the MLC 2006 for all ships that are 500 gross tonnage or above and are either engaged in international voyages or flying the flag

of a member and operating from a port, or between ports, in another country. The MLC 2006 imposes obligations on owners that are

relevant to protection of seafarers during the COVID-19 pandemic. The Group believes that all its vessels are in substantial

compliance with and are certified to meet the MLC 2006.

GHG regulations

Greenhouse Gasses

In the United States, the EPA issued a finding that GHGs endanger public health and safety and has adopted regulations that

regulate the emission of GHGs from certain sources. These regulations may include restrictions on certain oil and gas production or

stimulation techniques, standards to control methane and volatile organic compound emissions from new oil and gas facilities,

requirements for the installation and use of certain emissions control technologies, and other regulations that may adversely impact the

operations of the fossil fuel companies to whom the Group provides services, which may ultimately reduce demand for the Group’s

services. Regarding the Group’s own operations, the EPA enforces both the CAA and the international standards found in Annex VI

of MARPOL concerning marine diesel emissions, and the sulphur content found in marine fuel. Other federal and state regulations

relating to the control of GHG emissions may follow, including climate change initiatives that have been considered in the US

Congress. Notably, the United States rejoined the Paris Agreement in February 2021, and, in April 2021, announced a new, more

rigorous nationally determined emissions reduction level target of 50-52% reduction from 2005 levels in economy wide net GHG

pollution by 2030.

The EU has imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the

English Channel (“SOx-Emission Control Area”) under Annex VI to MARPOL. As of January 2020, EU member states must also

ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

In 2019, a consortium of shipping financiers launched the Poseidon Principles, a framework to assess and disclose the alignment

of ship finance portfolios with the climate-related goals of the IMO. While voluntary, signatories commit to implementing the

Poseidon Principles in their internal policies. Similarly, at the 26th Conference to the Parties of the United Nations Framework

Convention on Climate Change (“COP 26”), the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced commitments from

a global coalition of leading financial institutions to accelerate decarbonisation of the economy. The various sub- alliances of GFANZ,

including the Net-Zero Banking Alliance of leading global banks, generally require participants to set targets to transition their

financing, investing, and/or underwriting activities to net zero emissions by 2050.

In late 2020, the US Federal Reserve Board announced that it had joined the Network for Greening the Financial System, a

consortium of financial regulators focused on addressing climate-related risks in the financial sector. Limitation of investments in and

financings for fossil fuel energy companies could result in the restriction, delay or cancellation of certain activities, which may

ultimately reduce demand for the Group’s services. Additionally, in March 2024, the SEC adopted rules requiring US-listed

companies to disclose extensive climate-related information, although in April 2024, the SEC issued an order voluntarily staying these

new climate-related disclosure rules following a number of legal challenges, and the outcome of these legal challenges remains

uncertain. In February 2025, the acting Chairman of the SEC asked the relevant court to pause the ongoing litigation over the climate-

related disclosure rules to provide the SEC with time to deliberate and determine the appropriate next steps. At the international level,

at COP 26, the United States and EU jointly announced the launch of the Global Methane Pledge, an initiative committing to a

collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in

the energy sector.

EEDI & EEXI

EEXI determines energy efficiency and CO2 emissions from the vessel’s operations based on its design parameters. From 1

January 2023, it became a requirement that vessels subject to the EEXI framework must have an attained EEXI value falling below an

allowable maximum value (the required EEXI). If a vessel’s EEXI does not satisfy the required EEXI, it is necessary to implement

countermeasures. EEXI supplements the Energy Efficiency Design Index (“EEDI”) which has been in force since 2013.

EEDI applies to newbuilds while EEXI applies to existing vessels. Certification of EEXI takes place at the first annual,

intermediate, or special survey on or after 1 January 2023. Compliance with EEXI must be documented by the issuance of the IEE

certificate. Shaft Power Limitation Systems (“ShaPoLi”) have been deployed for the Group’s LPG vessels requiring main engine

power reduction to attain EEXI compliance.

SEEMP

As of 1 January 2013, certain measures relating to energy efficiency for ships were made mandatory under MARPOL. All ships

became required to develop and implement a Ship Energy Efficiency Management Plan (“SEEMP”). SEEMP was developed by the

IMO to support ships’ energy performance and efficiency objectives. SEEMP is split into three different parts, each of which includes

different requirements on vessel owners and vessel operators. The Group has completed and verified its SEEMP III plans for all

vessels.

CII

The CII requires vessels over 5,000 gross tonnes to quantify and report their carbon emissions from ongoing operations. CII

determines the annual reduction factor needed to improve the vessel’s operational carbon intensity. Based on the collected data, the

vessel is rated on a scale from A – E, where A is best. If a vessel is rated D for three consecutive years or E for one year, a corrective

action plan must be provided to indicate how an index of C or above will be reached. As of 31 December 2024, the Group’s LPG

vessels were all in compliance with the CII requirements.

EU Regulation on monitoring, reporting and verification of CO

emissions

In April 2015, Regulation (EU) 2015/757 of the European Parliament and of the EU Council on the monitoring, reporting and

verification of carbon dioxide emissions (“EU MRV”) from maritime transport and amending Directive 2009/16/EC was adopted. EU

MRV requires large vessels calling at EU ports to collect and publish data on CO

emissions and other information and requires

owners of vessels over 5,000 gross tonnes to monitor emissions for each ship on a per-voyage and annual basis from 1 January 2018.

Further, since 2019, all ships above 5,000 gross tonnes, regardless of flag state, calling at EU ports must submit a verified emissions

report to the European Commission and the vessel’s flag state by 30 April of each year, and by 30 June of each year vessels must carry

a valid document of compliance confirming compliance with Regulation (EU) 2015/757 for the prior reporting period.

EU Emissions Trading System

From 1 January 2024, the EU Emissions Trading System (“EU ETS”) has been extended to cover emissions from ships of 5,000

gross tonnes and above entering EU ports, regardless of flag state. The EU ETS is a “cap” and “trade” system providing for an

absolute, gradually decreasing, “cap” on total emissions. Under the EU ETS, shipowners will be required to submit 1 EU allowance

(“EUA”) for each ton of CO2 (or CO2-equivalent) they emit. The EU ETS is gradually phased in and as such, shipping companies

will be obligated to surrender EUAs in 2025 for 40% of their emissions reported in 2024, in 2026 for 70% of their emissions reported

in 2025 and from 2027 for 100% of their reported emissions in the previous year. The obligation to surrender EUAs will generally rest

with the vessel’s registered owner, however the obligation can be delegated contractually. If a shipping company does not surrender

the required EUAs, they will be liable to pay a penalty and may be published as a non-complying shipping company.

FuelEU Maritime Regulation

The European Parliament and the Council of the European Union have adopted Regulation (EU) 2023/1805 on the use of renewable

and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC (“FuelEU Maritime Regulation”). This Regulation

was adopted on 13 September 2023 and became effective on 12 October 2023. Shipping companies must submit a standardized

emissions monitoring plan for each of their vessels by 31 August 2024, and from 1 January 2025, must collect information in

accordance with this plan. From 2026, shipping companies must submit the relevant information to a verifier and thereafter to a

compliance database to be established by the EU. Each year, the verifier will issue to the shipping company a FuelEU document of

compliance which must be kept onboard all ships calling at an EU port of call. If a ship is non-compliant, penalties must be paid in

order for the ship to receive the document of compliance from the verifier. A ship that is non-compliant for two or more

consecutive years may be issued an expulsion order.

Wreck Removal

The Nairobi Convention on the Removal of Wrecks (“Wreck Removal Convention”), entered into force on 14 April 2015, and

contains obligations for shipowners to effectively remove wrecks located in a member state’s exclusive economic zone or equivalent

200 nautical miles zone. The Wreck Removal Convention places strict liability, subject to certain exceptions, on a vessel owner for

locating, marking, and removing the wreck of any owned vessel deemed to be a hazard due to factors such as its proximity to shipping

routes, traffic density and frequency, type of traffic and vulnerability of port facilities as well as environmental damage. It also makes

government certification of insurance, or other form of financial security for such liability, compulsory for ships of 300 gross tonnes

and above. Should one of the Group’s LPG vessels become a wreck subject to the Wreck Removal Convention, substantial costs may

be incurred in addition to any losses suffered as a result of the loss of the vessel, although such risk may be insured.

HNS Convention

In 1996, the IMO adopted the International Convention on Liability and Compensation for Damage in Connection with the

Carriage of Hazardous and Noxious substances by Sea (“HNS Convention”). The aim of the HNS Convention is to ensure adequate,

prompt and effective compensation for damage resulting from shipping accidents involving hazardous and noxious substances. The

HNS Convention has not yet been ratified. If the HNS Convention is ratified and enters into force, the Group may incur additional

costs or capital expenses to be compliant. Amongst the criteria for the Convention’s entry into force, at least 12 States are required to

ratify or accede to the Protocol, four of which must each have a merchant shipping fleet of no less than two million units of gross

tonnage. Canada, Denmark, Estonia, France, Norway, South Africa and Turkey are the first seven States to have consented to be

bound by the Convention. Germany had signed the 2010 NHS Protocol subject to ratification. The instruments deposited by the seven

States have led to the Protocol having half of the number of States required for its entry into force as well as the required units of gross

tonnage.

Hong Kong International Convention and EU Ship Recycling Regulation

The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (“Hong Kong

Convention”) aims to ensure that when vessels are being recycled at the end of their operational lives, they do not pose any

unnecessary risks to the environment, human health and safety. The ratification conditions for the Hong Kong Convention were met

on 26 June 2023, and the Hong Kong Convention will enter into force on 26 June 2025. The Hong Kong Convention applies to vessels

larger than 500 gross tonnes that fly the flag of a contracting state. Upon the Hong Kong Convention’s entry into force, each vessel

sent for recycling will have to carry an inventory of its hazardous materials, ship recycling must facilities authorized by the competent

authorities must provide a ship recycling plan specific for each vessel to be recycled, and governments will be required to ensure that

recycling facilities under their jurisdiction comply with the Hong Kong Convention. The hazardous materials, whose use or

installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Vessels will be required to

have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to being recycled.

The EU Ship Recycling Regulation (“EU SRR”), although only applicable on a regional level, has prepared the industry for

compliance with the HKC requirements. Regulation (EU) 2013/1257 applies to all ships flying the flag on an EU country going for

dismantling, all new EU ships and to vessels with non-EU flags that call at an EU port or anchorage (with certain exceptions). The

legislation aims to prevent, reduce and minimise accidents, injuries and other negative effects on human health and the environment

when ships are recycled and the hazardous waste they contain is removed. Every new ship has to have on board an inventory of

hazardous materials (“IHM”) (such as asbestos, lead or mercury) it contains in either its structure or equipment and must specify the

location and approximate quantities of those materials. The use of certain hazardous materials is forbidden. Before a ship is recycled,

its owner must provide the company carrying out the work with specific information about the vessel and prepare a ship recycling

plan. Recycling may only take place at facilities listed on the EU list of facilities, which was launched by Commission Implementing

Decision (EU) 2016/2323. The facilities may be located in the EU or in non-EU countries. They must comply with a series of

requirements related to workers’ safety and environmental protection.

Vessel Security Regulation

Chapter XI-2 of SOLAS imposes detailed security obligations on vessels and port authorities and mandates compliance with the

International Ship and Port Facility Security Code (“ISPS Code”), which came into effect on 1 July 2004, and is applicable to all

vessels over 500 gross tonnes operating on international trades, to detect security threats and take preventive measures against security

incidents affecting vessels or port facilities. To trade internationally, a vessel must attain an International Ship Security Certificate

(“ISSC”) from a recognized security organisation approved by the vessel’s flag state. Ships operating without a valid certificate may

be detained, expelled from, or refused entry at port until they obtain an ISSC.

US Maritime Transportation Security Act (“MTSA”) was adopted in 2002. To implement certain portions of the MTSA, the

USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters, subject to

the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA. The USCG

regulations, intended to align with international maritime security standards, exempt non-US vessels from MTSA vessel security

measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with SOLAS security requirements

and the ISPS Code. All of the Group’s LPG vessels have been certified to meet the ISPS Code and the security requirements of the

SOLAS and MTSA.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships,

notably off the coast of West Africa and Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and

other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could

significantly affect the Group’s business. Costs are incurred in taking additional security measures in accordance with Best

Management Practices to Deter Piracy, notably those contained in the BMP WAF and BMP5 industry standard.

Cybersecurity

Recent action by the IMO’s Maritime Safety Committee and US agencies indicate that cybersecurity regulations for the maritime

industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution,

administrations are encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their

first annual Document of Compliance audit after 1 January 2021. In February 2021, the USCG published guidance on addressing

cyber risks in a vessel’s safety management system. This might cause companies to cultivate additional procedures for monitoring

cybersecurity, which could require additional expenses and/or capital expenditures.

In 2023, the EU adopted their second Network and Information Security directive, which was implemented in the EU member

states in 2024. The Group is currently evaluating how this applies to BW LPG.

4.C. ORGANIZATIONAL STRUCTURE

The Group operates through various subsidiaries. A list of significant subsidiaries of the Group is included in Exhibit 8.1 to this

annual report.

The following diagram depicts the structure of the Group and the relationships among the Company and its subsidiaries as of 31

December 2024:

4.D. PROPERTY, PLANT AND EQUIPMENT

Other than its vessels, the Group does not own any material property. For information on the Group’s fleet, see “Item 4.

Information on the Company — 4.B. Business Overview — Shipping — Fleet.”

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item 5 should be read in conjunction with the section entitled “Presentation of Financial and Other Information,” “Item 4.

Information on the Company — Item 4.B. Business Overview” and the Financial Statements, including accompanying notes. Unless

otherwise indicated, the financial information contained in this Item 5 is extracted from the Financial Statements.

The following discussion of the Group’s results of operations and financial condition contains certain forward-looking

statements. The Group’s actual results could differ materially from those discussed in these forward-looking statements. Factors that

could cause or contribute to such differences include those discussed elsewhere in this annual report, particularly in “Item 3. Key

Information — 3.D. Risk Factors.” The Group does not undertake any obligation to revise or publicly release the results of any

revision to these forward-looking statements.

5.A. OPERATING RESULTS

Overview

BW LPG is a leading owner and operator of VLGCs based on the number of VLGCs and LPG carrying capacity as of

December 2024 (source: Clarksons, March 2025). As of 31 December 2024, the Group owned and/or operated a fleet of 55 vessels,

including 53 operated VLGCs (of which 29 were owned), two LGCs time chartered-in by Product Services and eight VLGCs owned

BW LPG has two reporting segments: Shipping and Product Services. See “Item 4. Information on the Company — Item 4.B.

Business Overview.”

The following selected consolidated financial data relating to the Group for the years ended 31 December 2024 and 2023 has been

extracted, without material adjustment, from the Financial Statements.

Year ended 31 December

In US$’000

2024

2023

Revenue – Shipping

962,803

1,224,520

Revenue – Product Services

2,600,944

1,722,820

Cost of cargo and delivery expenses – Product Services

(2,390,929)

(1,547,059)

Voyage expenses – Shipping

(383,798)

(509,340)

Vessel operating expenses

(84,984)

(82,192)

Time charter contracts (non-lease components)

(19,675)

(20,350)

General and administrative expenses

(71,134)

(56,773)

Charter hire expenses

(1,041)

(30,712)

Fair value gain from equity financial asset

1,326

—

Finance lease income

635

278

Other operating (expense) / income – net

1,332

(993)

Depreciation

(201,338)

(217,121)

Amortisation of intangible assets

(843)

(762)

Gain on disposal of vessels

20,391

42,374

Loss on derecognition of right-of-use assets (vessels)

—

(961)

Operating profit

433,689

523,729

Foreign currency exchange loss – net

(1,651)

(345)

Interest income

15,617

10,121

Interest expense

(19,849)

(27,304)

Other finance expenses

(2,843)

(2,237)

Finance expenses – net

(8,726)

(19,765)

Profit before tax

424,963

503,964

Income tax expense

(30,095)

(10,965)

Profit after tax

394,868

492,999

Key performance indicators and non-IFRS financial measures

The management of the Group monitors the performance of the Group’s business and results of operations according to the

following key performance indicators. Certain of these key performance indicators are non-IFRS financial measures. For definitions of

these measures and reconciliations to the nearest IFRS measures, see “Presentation of Financial and Other Information — Non-IFRS

Financial Measures.”

As of, and for the year ended,

31 December

2024

2023

TCE income – Shipping (US$’000)

608,196

797,495

Calendar days (total)

12,833

12,940

TCE income per calendar day (total) (US$’000)

47.4

61.6

Available days

12,593

12,657

TCE income per available day (US$’000)

48.3

63.0

Gross profit/(loss) – Product Services (US$’000)

144,833

25,837

Vessel operating expenses (US$’000)

84,984

82,192

Calendar days (owned)

10,287

10,085

Vessel operating expenses per calendar day (owned) (US$’000)

8.3

8.1

Net cash from operating activities (US$’000)

749,144

513,363

Adjusted free cash flow (US$’000)

211,582

564,272

Return on equity

(1)

22.4

31.0

Operating profit (US$’000)

433,689

523,729

ROCE

16.5

23.5

Net leverage ratio

(2)

32.7

20.5

Basic earnings per share (US$per share)

(3)

2.65

3.57

Diluted earnings per share (US$per share)

(3)

2.64

3.53

(1) The Group defines return on equity as, with respect to a particular financial year, the ratio of the profit after tax for such year to

the average of the shareholders’ equity, calculated as the average of the opening and closing balance for the year as presented in

the consolidated balance sheet.

(2) The Group defines net leverage ratio as the sum of total borrowings and total lease liabilities minus cash and cash equivalents as

set out in the consolidated statement of cash flows, divided by the sum of the total borrowings, total lease liabilities and total

shareholders’ equity minus cash and cash equivalents as set out in the consolidated statement of cash flows.

(3) See Note 6 to the Financial Statements on pages F-31 for detail.

Key Factors Affecting the Group’s Results of Operations and Financial Position

Shipping

The management of the Group monitors the results of operations of Shipping on the basis of income on time charter equivalent

basis (TCE income — Shipping). The principal components of TCE income — Shipping include the following:

• Revenue from spot voyages. Revenue from spot voyages is revenue earned from spot voyage which is typically a single round

trip that is priced based on a current or spot market rate.

• Revenue from time charter voyages. Revenue from charter voyages is revenue earned from vessels that are time chartered to

customers for fixed periods of time at rates that are generally fixed.

• Inter-segment revenue. Inter-segment revenue is revenue for the services provided by Shipping to Product Services.

• Voyage expenses. Voyage expenses are expenses related to a spot voyage, including bunker fuel expenses, port fees, cargo

loading and unloading expenses, canal tolls and agency fees.

The Group’s revenue in Shipping is earned from revenue received from LPG vessels that operate on spot voyages and time

charters, which are determined by market forces based upon various factors, such as the supply and demand for LPG vessels and the

number of available vessels, see “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Industry in which the Group

Operates.” Revenue — Shipping depends on freight rates, the distance that cargoes must be transported and the number of vessels

expected to be available at the time such cargoes need to be transported. Time charter rates reflect, among other things, the prevailing

spot market rates and expectations of future time charter rates at the time of entry into the relevant time charter agreement.

The vessels in the Group’s fleet operate on spot voyages and time charters:

• a spot voyage is typically a single round trip that is priced on a current or spot market rate;

• under time charters, vessels are chartered to customers for fixed periods of time at rates that are generally fixed.

The majority of the Group’s LPG vessels are operated under a pool arrangement, which facilitates the operation of the Group’s

fleet. This pool is a marketing and revenue sharing arrangement under which each participating vessel is given “pool points.” Earnings

from the pool are distributed between the owners according to these pool points. The pool points are negotiated between the owners of

the vessels participating in the pool and revised from time to time based on each vessel’s size, speed, fuel consumption and other

technical and operational parameters. Pool managers receive a percentage of the pool’s revenue as fee for managing the pool. The

Company acts as the manager for the pool and receives a commission for all vessels that participated in the pool. The pool includes

vessels owned and/or operated by the Group, except that time chartered-out vessels with time charter durations longer than one year

are currently excluded from the pool. BW India’s vessels do not participate in the pooling arrangements. External pool participants

include Exmar and Sinogas. See “Item 4. Information on the Company — Item 4.B. Business Overview — Shipping — Fleet — Pool

Arrangement.”

Shipping recognises revenue and expenses under contracts entered into with Product Services (See “— Product Services” below).

Voyage expenses represent expenses that are related to a spot voyage, including bunker fuel expenses, port fees, cargo loading

and unloading expenses, canal tolls and agency fees. Under a time charter, the charterer is responsible for these costs.

Historically, bunker fuel expenses have amounted to more than one-half of the Group’s total voyage expenses. The Group’s

bunker fuel expenses accounted for 47% and 40% of the Group’s voyage expenses for the years ended 31 December 2024 and 2023,

respectively.

The following table sets forth the average bunker fuel prices for the periods indicated:

Year ended

31 December

In US$

2024

2023

Average bunker fuel price per tonne

553

620

Bunker fuel prices generally fell in the year ended 31 December 2024, with the average prices falling by approximately 16% in

the second half of 2024 compared to the first half of 2024. The price of bunker fuel correlates largely with the price of crude oil and,

therefore, fluctuations in the price of crude oil have a direct impact on the Group’s bunker fuel expenses. In addition, the retrofitting of

the vessels and installation of scrubbers, compared to using standard very low sulphur fuel oil (i.e., regular compliant fuel), contributes

to decreases in the bunker costs for each voyage. See “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Industry in

which the Group Operates — Increases in bunker fuel prices and other operating costs may significantly increase the Group’s voyage

expenses relating to the operation of its LPG vessels on the spot market (including under CoAs).”

Port charges represent the second largest component of the Group’s total voyage expenses. Port charges accounted for 25% and

26% of the Group’s total voyage expenses for the years ended 31 December 2024 and 2023, respectively.

Currently, the Group pays commissions of between 1.3% and 4.0% of the gross income received to ship brokers associated with

the charters, depending on deal structure and whether any address commission is involved. The commission is presented as one of the

expense items classified under voyage expenses.

Product Services

The Group’s revenue in Product Services is derived from trading activities, comprising the sale of LPG cargo and net derivative

gains and losses, which arise from hedging transactions entered into by the Group to manage exposure to fluctuations in LPG prices

and freight rates.

Product Services enters into the following types of contracts with customers:

• Long-term supply contracts, whereby a specified number of cargo deliveries is made over an agreed timeframe. Long-term

contracts are based on an industry published index plus/minus a pre-agreed premium/discount.

• Spot sales contracts, whereby a single cargo is delivered in a specified date range.

In November 2022, BW LPG completed the acquisition of Vilma Oil’s LPG trading operations for total consideration of US$53

million in order to expand Product Services. See “Item 4. Information on the Company – 4.B. Business Overview – Product Services.”

Product Services has CoAs with Shipping, pursuant to which Product Services commits to utilise the fleet for a minimum number

of voyages or voyage hours over an agreed timeframe, and Shipping commits to provide the relevant transport capacity. Accordingly,

Shipping recognises revenue for the services provided under such CoAs, and Product Services recognises expenses relating to the

services provided. Further, Product Services participates in the pool arrangement by placing some of its chartered-in vessels into the

pool operated by Shipping (see “Item 4. Information on the Company — 4.B. Business Overview — Shipping — Fleet — Pool

Arrangement”), with the pool distribution income received by Product Services accounted for as revenue by Product Services and as

an expense by Shipping. These inter-segment revenue and expenses are eliminated in consolidation. For more information on inter-

segment eliminations, see Note 23 to the Financial Statements.

Product Services enters into various long-term physical cargo contracts with its suppliers and customers, which set out a specified

volume of LPG products to be lifted from various loading terminals, and to be delivered to different destination terminals respectively.

These contracts are accounted for at fair value under IFRS 9 and involve the use of a range of inputs in deriving the fair value,

including quoted market prices of LPG products, shipping and other associated transportation costs. Fair value changes on these

contracts are recognised as unrealised gains or losses, which may fluctuate significantly according to market movements and changes

in costs estimations.

Product Services seeks to mitigate risks relating to fluctuations in freight rates by entering into hedging transactions in the

exchange traded market or by entering into chartered-in contracts with ship owners at fixed freight rates. Mark-to-market exposures in

relation to hedging contracts are regularly and substantially collateralised (primarily with cash) pursuant to margining arrangements in

place with such hedge counterparts. Significant fluctuations in the freight rates being hedged could result in sudden large cash

demands on Product Services as a result of such margining arrangements.

The chartered-in contracts entered into by Product Services are accounted for at book value, whereas the physical cargo contracts

and derivative hedging instruments entered into by Product Services are accounted for at fair value. The difference between the fair

value and the book value of the chartered-in contracts is recognised when the chartered-in contracts are utilised, i.e., with respect to

the chartered-in vessels transferred to the pool operated by Shipping, when income from the pool is received by Product Services,

and/or, with respect to the chartered-in vessels used by Product Services to deliver cargo, when the corresponding cargo is delivered.

As a result, Product Services may have unrealised gains or losses with respect to the chartered-in contracts prior to utilisation of

such chartered-in contracts. Further, Product Services may enter into profit sharing arrangements with ship owners, pursuant to which,

if the market freight rates increase, the charter hire payments are increased by half of the difference between the increased market

freight rate and the floor rate set out in the relevant chartered-in contracts.

With respect to the chartered-in vessels used by Product Services to deliver cargo, there may be a time lag between the

recognition of gains and losses on chartered-in contracts and on cargo hedging contracts, respectively. For example, if the geographic

arbitrage “widens” (the difference between cost pricing indexes at source and sales pricing indexes at the discharge location increases)

and forward freight value increases, Product Services would recognise a loss based on the marked-to-market value of the cargo

hedging contract, and a corresponding increase in value of the chartered-in contract would be recognised when the cargo is delivered.

Interest rate fluctuations

As of 31 December 2024, the Group’s net interest-bearing floating rate debt was approximately US$942 million. As a result of

the net floating rate borrowings, an increase in interest rates would cause an increase in the amount of interest payments affecting the

results of operations of the Group, see “Item 3. Key Information — 3.D. Risk Factors — Risks Related to Financing and Market

Risk — Derivative contracts used to hedge the Group’s exposure to fluctuations in interest rates could result in reductions in its

shareholder’s equity as well as charges against its profit.”

Seasonality

The markets in which the Group operates have historically experienced seasonal variations in demand. In recent years, the VLGC

shipping market has been subject to several seasonal drivers that have impacted earnings. These include, but are not limited to, colder

than expected temperatures in key importing regions, which in turn could result in higher demand for LPG used for heating purposes.

Furthermore, colder temperatures in the United States could limit the amount of LPG available for exports. As a result, the Group’s

revenue has historically been higher during the quarters ended 31 December and 31 March and lower during the quarters ended 30

June and 30 September. See “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Group’s Operations — The

Group’s operating results may be subject to seasonal fluctuations and weather conditions.”

Cyclicality

In the past, the market for shipping LPG has been highly cyclical and volatile. For a discussion of certain factors that affect

supply and demand for gas transportation, see “Item 3. Key Information — 3.D. Risk Factors — Risks Related to the Industry in Which

the Group Operates — The highly cyclical nature of the LPG shipping industry may lead to volatility in the Group’s results of

operations.”

Utilisation

The Group’s utilisation rates are calculated as (365 days less technical offhire and commercial waiting time days) / 365 days,

where “technical offhire” is defined as the unavailability of a vessel due to drydock, maintenance and repairs and where “commercial

waiting time” is defined as the period when the vessel is waiting for orders or canal transits and the period that is not covered under an

employment contract.

The following table presents the utilisation of the Group’s owned VLGCs and time chartered-in VLGCs in the years ended 31

December 2024 and 2023.

Utilisation

2024

2023

BW VLGC utilisation

Force majeure events, sea conditions, port and canal congestion, shipping disruptions, unavailability of cargo at ports of loading,

delays at discharge ports and ports of loading and other similar events could increase commercial waiting time, resulting in lower

utilisation rates.

Generally, a vessel is placed on offhire, and is accordingly unable to generate revenue, due to drydocking and routine

maintenance and repair, which results in lower utilisation. Four and five vessels went into drydock in 2024 and 2023, respectively,

which negatively impacted utilisation.

Lower utilisation rates result in fewer revenue generating vessel days, which may generally result in lower profitability. However,

in an environment of lower freight rates, when the cost of commercial waiting time is lower than the cost of employing vessels, lower

utilisation may result in higher profitability.

Vessel operating expenses

Vessel operating expenses include manning costs, vessel running expenses (such as insurance, expenses relating to repairs and

maintenance, the cost of spares and consumable stores, lube oils and communication expenses), tonnage taxes and other miscellaneous

expenses. Insurance costs are affected by general pricing trends in the insurance market, the size, age and composition of the fleet and

the Group’s claims track record. The Group’s maintenance costs tend to increase or decrease as the average age of its vessels increases

or decreases. Costs for maintenance are expensed as incurred.

General and administrative expenses

General and administrative expenses comprise employee compensation, external statutory and professional fees, as well as fees

paid to related companies for the provision of corporate service functions (such as finance, tax, legal, insurance, IT, human resources

and facilities) to the Group.

Charter hire expenses

Charter hire expenses include (i) charter rates under short-term chartered-ins that the Company has elected to recognise as

expenses, and (ii) variable lease payments under three long-term chartered-ins that are recognised as right-of-use vessels. Variable

lease payments are made pursuant to profit share arrangements, whereby an increase in market freight rates above a certain contracted

freight rate are equally shared with the ship owner.

Depreciation

The cost of the Group’s vessels is depreciated on a straight-line basis over the estimated remaining economic useful life of each

vessel. Depreciation is based on the cost of the vessel less its estimated residual value. To comply with industry certification or

governmental requirements, the Group’s vessels are required to undergo planned drydocking for major repairs and maintenance,

which cannot be carried out while the vessels are operating. The Group recognises costs associated with drydockings and expenses for

vessel upgrades in the carrying amount of vessels, and depreciates these costs on a straight-line basis over the duration of the

drydocking cycle or based on the Group’s assessment of the useful lives of the upgrades.

Impairment

Vessel values can fluctuate substantially over time. The Group assesses at each balance sheet date whether there is any indication

that a vessel’s value may be impaired. If any such indication exists, the Group will estimate the recoverable amount of the vessel, and

write down the vessel to the recoverable amount through the income statement. See “Item 3. Key Information — 3.D. Risk Factors —

Risks Related to the Group — Over time, vessel values may fluctuate substantially and this may result in impairment charges and the

Group could also incur a loss if these values are lower at a time when the Group is attempting to dispose of a vessel.”

Income tax

The income tax expense for each period comprises current and deferred tax. Tax is recognised as income or expense in profit or

loss, except to the extent that it relates to items recognised in other comprehensive income in which case the tax is also recognised in

other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date

in the countries where the Group operates and generates taxable income. Positions taken in tax returns are evaluated periodically, with

respect to situations in which applicable tax regulations is subject to interpretation, and provisions are established where appropriate,

on the basis of amounts expected to be paid to the tax authorities. The Group operates in several jurisdictions and under several tax

regimes.

Results of Operations

Results of operations by segment

Shipping

The table below sets forth the TCE income — Shipping for the years ended 31 December 2024 and 2023.

Year ended

31 December

US$’000

2024

2023

Shipping

Revenue from spot voyages

773,039

1,059,024

Inter-segment revenue

78,130

175,528

Voyage expenses

(383,798)

(509,340)

Inter-segment expense

(49,501)

(112,211)

Net income from spot voyages

417,870

613,001

Revenue from time charter voyages

189,764

184,494

Inter-segment revenue

562

—

TCE income – Shipping

608,196

797,495

TCE income — Shipping decreased by US$189.3 million, or 23.7%, from US$797.5 million for the year ended 31

December 2023 to US$608.2 million for the year ended 31 December 2024. This was primarily driven by a reduction in revenue from

spot voyages, which decreased by US$286.0 million, or 27.0%, from US$1,059.0 million for the year ended 31 December 2023 to

US$773.0 million for the year ended 31 December 2024, largely attributed to a 29.9% decline in average LPG spot rates.

The decrease in revenue from spot voyages was partly offset by a decrease in voyage expenses of US$125.5 million, or 24.6%,

from US$509.3 million for the year ended 31 December 2023 to US$383.8 million for the year ended 31 December 2024 due to a

number of factors: (i) a decrease of US$54.7 million in pool distribution expenses due to three fewer vessels being placed into the BW

LPG pool by external participants in the year ended 31 December 2024, (ii) a US$21.3 million reduction in bunker expenses as a

result of lower average bunker prices, and (iii) a US$28.0 million reduction in canal dues. Additionally, inter-segment expenses

related primarily to pool distribution expenses for Product Services also decreased by US$62.7 million in the year ended 31

December 2024, due to the removal of two vessels from the BW LPG pool, further mitigating the decline in revenue from spot

voyages.

Conversely, revenue from time charter voyages for the year ended 31 December 2024 increased by US$5.3 million, or 2.9% year-

over-year, driven by higher time charter rates.

TCE income — Shipping per calendar day (total) for the entire fleet was US$47,390 per day for the year ended 31

December 2024, a decrease of 23.1% from US$61,630 per day for the year ended 31 December 2023. The decrease was primarily

attributed to lower LPG spot rates. The calendar days (total) remained relatively stable at 12,833 days for the year ended 31

December 2024 and 12,940 days for the year ended 31 December 2023.

TCE income — Shipping per available day for the entire fleet was US$48,300 per day for the year ended 31 December 2024, a

decrease of 23.3% from US$63,010 per day for the year ended 31 December 2023. The decrease was primarily attributed to lower

LPG spot rates. The available days remained relatively stable at 12,593 days for the year ended 31 December 2024 and 12,657 days

for the year ended 31 December 2023.

Product Services

The table below sets forth the Group’s revenue in Product Services for the years ended 31 December 2024 and 2023.

Year ended

31 December

In US$’000

2024

2023

Product Services

Revenue from Product Services

2,600,944

1,722,820

Inter-segment revenue

49,501

112,211

Cost of cargo and delivery expenses

(2,390,929)

(1,547,059)

Inter-segment expense

(78,692)

(194,526)

Depreciation

(35,991)

(67,609)

Gross profit – Product Services

144,833

25,837

Revenue from Product Services increased by US$878.1 million from US$1,722.8 million for the year ended 31 December 2023 to

US$2,600.9 million for the year ended 31 December 2024. The increase was primarily driven by a rise in LPG cargoes traded and

delivered, which were 67% higher year-on-year, totalling approximately 5.4 million metric tonnes for the year ended 31

December 2024 compared to 3.2 million metric tonnes for the year ended 31 December 2023. Additionally, there was an increase in

derivative gains of US$75.8 million in the year ended 31 December 2024. However, the overall increase in revenue from Product

Services in the year ended 31 December 2024 was partially offset by a decrease in inter-segment revenue of US$62.7 million, mainly

due to the removal of two vessels from the BW LPG pool.

Alongside the increase in LPG traded volumes, cargo and delivery expenses rose by US$843.9 million, increasing from

US$1,547.0 million for the year ended 31 December 2023 to US$2,390.9 million for the year ended 31 December 2024. Inter-segment

expense related to internal freight charters from the BW LPG pool decreased by US$115.8 million, largely due to a reduction in

internal freight arrangements and lower LPG spot rates for the year ended 31 December 2024. Furthermore, depreciation for the

Product Services division also decreased by US$31.6 million as a result of lower charter-in rates as compared to the year ended 31

December 2023, which had included depreciation based on the uplifted fair values on the VLGC leases acquired from Vilma Oil in

November 2022.

These factors collectively contributed to an increase of US$119.0 million in gross profit for Product Services in the year ended 31

December 2024 compared to the prior year.

Results of operations of the Group

Revenue — Shipping

Revenue — Shipping decreased by US$261.7 million, or 21.4%, from US$1,224.5 million for the year ended 31 December 2023

to US$962.8 million for the year ended 31 December 2024. See “Results of operations by segment — Shipping — Year ended 31

December 2024 compared to the year ended 31 December 2023” above for detail.

Revenue — Product Services

Revenue — Product Services increased by US$878.1 million, or 51.0% from US$1,722.8 million for the year ended 31

December 2023 to US$2,600.9 million for the year ended 31 December 2024. See “Results of operations by segment — Product

Services — Year ended 31 December 2024 compared to the year ended 31 December 2023” above for detail.

Cost of cargo and delivery expenses — Product Services

Cost of cargo and delivery expenses — Product Services increased by US$843.8 million, or 54.5% from US$1,547.1 million for

the year ended 31 December 2023 to US$2,390.9 million for the year ended 31 December 2024. See “Results of operations by

segment — Product Services — Year ended 31 December 2024 compared to the year ended 31 December 2023” above for detail.

Voyage expenses — Shipping

Voyage expenses — Shipping decreased by US$125.5 million, or 24.6%, from US$509.3 million for the year ended 31

December 2023 to US$383.8 million for the year ended 31 December 2024. See “Results of operations by segment —

Shipping — Year ended 31 December 2024 compared to the year ended 31 December 2023” above for detail.

Vessel operating expenses

Vessel operating expenses remained relatively stable for the years ended 31 December 2024 and 2023, increasing by US$2.8

million, or 3.4%, from US$82.2 million for the year ended 31 December 2023 to US$85.0 million for the year ended 31

December 2024.

Time charter contracts (non-lease components)

Time charter contracts (non-lease components) remained relatively stable for the years ended 31 December 2024 and 2023,

decreasing by US$0.7 million, or 3.3%, from US$20.4 million for the year ended 31 December 2023 to US$19.7 million for the year

ended 31 December 2024.

General and administrative expenses

General and administrative expenses rose by US$14.3 million, or 25.2%, from US$56.8 million for the year ended 31

December 2023 to US$71.1 million for the year ended 31 December 2024. This increase was primarily driven by a US$16.4 million

rise in employee expenses, attributable to the expanded workforce resulting from the establishment of the Group’s Dubai office, aimed

at advancing Infrastructure projects. Additionally, the Product Services team experienced growth in both existing and new markets in

response to rising trading volumes. The increase in salary and benefits expenses was further driven by higher bonus provisions in

Product Services, commensurate with the increase in realised profits within the Product Services segment.

Charter hire expenses

Charter hire expenses decreased by US$29.7 million from US$30.7 million for the year ended 31 December 2023 to US$1.0

million for the year ended 31 December 2024. This reduction was primarily driven by profit sharing of US$19.5 million for three

chartered-in vessels, which was due to higher freight rates in the year ended 31 December 2023, compared to the year ended 31

December 2024. Additionally, the decline in charter hire expenses for the year ended 31 December 2024 was also attributed to the

expiration of two chartered-in vessels, which had been classified as short-term leases in the year ended 31 December 2023, amounting

to expenses of US$7.9 million in the year ended 31 December 2023.

Other operating income/(expense) — net

Other operating income/(expense) — net amounted to income of US$1.3 million for the year ended 31 December 2024, compared

to an expense of US$1.0 million for the year ended 31 December 2023.

Depreciation

Depreciation decreased by US$15.8 million, or 7.3%, from US$217.1 million for the year ended 31 December 2023 to US$201.3

million for the year ended 31 December 2024. This decrease was primarily driven by a US$31.6 million decrease in depreciation of

right-of-use assets (vessels) within the Product Services segment. See “Results of operations by segment — Product Services — Year

ended 31 December 2024 compared to the year ended 31 December 2023” above for detail. However, this decrease in depreciation in

the Product Services segment was offset by a US$15.8 million increase in Depreciation – Shipping segment which was due to the

following reasons: (i) a US$11.8 million increase in depreciation of right-of-use assets (vessels), primarily related to one new

chartered-in VLGC, and (ii) a US$4.0 million increase in depreciation of owned vessels, largely attributable to the acquisition of 12

VLGCs from Avance Gas by the Shipping segment for the year ended 31 December 2024.

Gain on disposal of vessels

Gain on disposal of vessels was US$42.4 million for the year ended 31 December 2023 and US$20.4 million for the year ended

31 December 2024. These gains were attributable to the sale of three vessels in the year ended 31 December 2023 and one vessel in

the year ended 31 December 2024, respectively.

Operating profit

For the reasons discussed above, operating profit decreased by US$90.0 million, or 17.2%, from US$523.7 million for the year

ended 31 December 2023 to US$433.7 million for the year ended 31 December 2024.

Interest income

Interest income increased by US$5.5 million from US$10.1 million for the year ended 31 December 2023 to US$15.6 million for

the year ended 31 December 2024. This increase was primarily driven by higher interest income generated from increased bank

balances during the year ended 31 December 2024, compared to the prior year.

Interest expense

Interest expense decreased by US$7.5 million, or 27.3%, from US$27.3 million for the year ended 31 December 2023 to US$19.8

million for the year ended 31 December 2024. This decrease was primarily attributed to reduced bank borrowings during the year

ended 31 December 2024, as the Group continued to pay down its term loans, with a significant portion of this occurring in the first

quarter of 2024. However, the Group drew down on its revolving credit facilities and on a shareholder bridging loan later in 2024 to

finance the acquisition of 12 VLGCs from Avance Gas, resulting in a net decrease in interest expenses from bank borrowings of

US$9.4 million. This reduction was offset partially by a net decrease in interest rate swap receipts of US$2.6 million compared to

the year ended 31 December 2023.

Finance expenses — net

For the reasons discussed above, finance expenses — net decreased by US$11.0 million, or 55.9%, from US$19.8 million for

the year ended 31 December 2023 to US$8.7 million for the year ended 31 December 2024.

Income tax expense

Income tax expense increased by US$19.1 million, rising from US$11.0 million for the year ended 31 December 2023 to US$30.1

million for the year ended 31 December 2024. This increase was primarily driven by higher tax provisions within the Product Services

segment, which rose by US$14.6 million to US$21.7 million for the year ended 31 December 2024, reflecting the increased net profit

before tax in that segment. Additionally, the Group incurred higher tax expenses of US$4.6 million due to withholding taxes related to

dividends and interest income repatriated from subsidiaries in foreign jurisdictions.

Profit after tax

For the reasons discussed above, profit after tax decreased by US$98.1 million from US$493.0 million for the year ended 31

December 2023 to US$394.9 million for the year ended 31 December 2024.

Please refer to Item 5.A “Operating and Financial Review and Prospects—Operating Results” in the Group’s registration

statement on Form 20-F for a comparative discussion of the Group’s operating results for the year ended 31 December 2023 compared

to the year ended 31 December 2022.

5.B. LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

As of 31 December 2024, the Group had cash and cash equivalents of US$279.7 million, compared to US$287.5 million as of 31

December 2023. The Group has financed its capital requirements with cash flows from operations as well as bank borrowings.

Financing for the Group has historically been provided through intercompany current accounts to meet the working capital

requirements of the Group. External debt is primarily held by BW LPG Holding Pte Ltd, a wholly-owned subsidiary of the Company,

where interest rates are hedged using interest rate swaps, and foreign exchange is hedged using foreign exchange forward contracts.

The Group’s principal sources of funds for its liquidity needs are cash flows from operations, and bank borrowings constitute

further support to cash flows from operations as an additional source of funding. The Group’s main uses of funds have been

expenditures for drydockings and other vessel maintenance expenditures, acquisition of new and second-hand vessels, voyage

expenses, vessel operating expenses, general and administrative costs, expenses incurred to ensure the Group’s vessels comply with

international and regulatory standards, purchases of cargoes, finance expenses and repayment of borrowings, trust receipts and margin

calls.

The Group invested approximately US$40 million in infrastructure projects in India during the year ended 31 December 2024.

See “Item 4. Information on the Company — 4.B. Business Overview — Infrastructure Projects.”

There are no material legal or economic restrictions on the ability of subsidiaries to transfer funds to the Company in the form of

cash dividends, loans or advances.

The management of the Group believes that cash flows from operations and undrawn funds available under bank borrowings and

trade finance facilities will be sufficient to support its growth strategy, which may involve the potential purchase of vessels,

acquisition of subsidiaries, related investments or increase in cargo trades. Management also expects to use the funds in accordance

with the Group’s capital return policy. Depending on market conditions in the LPG maritime transportation industry and acquisition

opportunities that may arise, the Group may seek to obtain additional debt or equity financing.

The Group uses cash to fund dividend payments in accordance with its dividend policy. See “Item 8. Financial Information —

8.A. Consolidated Statements and Other Financial Information — Dividend Policy.”

The Group also uses cash to fund share repurchases. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated

Purchasers.”

The Company is of the opinion that the working capital available for the Group is sufficient for its present purposes.

Cash Flows

The following table summarises the Group’s historical cash flows under IFRS and is extracted from the Financial Statements.

Year ended 31 December

US$’000

2024

2023

Net cash from operating activities

749,144

513,363

Net cash (used in) / from investing activities

(541,214)

68,568

Net cash used in financing activities

(138,067)

(645,290)

Net increase / (decrease) in cash and cash equivalents

69,863

(63,359)

Cash and cash equivalents at the beginning of the financial year

162,037

225,396

Cash and cash equivalents at the end of the financial year

231,900

162,037

Net cash from operating activities

Net cash from operating activities increased by US$235.8 million, or 45.9%, rising from an inflow of US$513.4 million for

the year ended 31 December 2023 to an inflow of US$749.1 million for the year ended 31 December 2024. This increase was

primarily driven by a US$335.9 million enhancement from changes in working capital for the year ended 31 December 2024, due to

the following factors: (i) US$144.1 million resulting from the release of restricted cash used for margin maintenance and

(ii) US$191.8 million attributable to net favourable changes in working capital balances, including inventories, trade receivables,

payables and derivative financial instruments. This increase was partially offset by a US$85.8 million decrease in cash flow from

operating activities, after adjusting for non-cash income or expenses for the year ended 31 December 2024, compared to the year

ended 31 December 2023.

Net cash (used in) / from investing activities

Net cash used in investing activities consisted of an outflow of US$541.2 million in the year ended 31 December 2024, compared

to an inflow of US$68.6 million in the year ended 31 December 2023. Net cash used in investing activities primarily reflected the

acquisition of 12 VLGCs from Avance Gas during the year ended 31 December 2024. The aggregate consideration for the acquisition

was US$1,050.0 million, including a cash payment of US$588.3 million, net of US$129.1 million amount of borrowings assumed

from the seller, and US$332.6 million settled through the issuance of the Company’s ordinary shares to Avance Gas. Additionally,

during the year ended 31 December 2024, the Group invested US$30.2 million for a 8.5% non-controlling stake in CPIL, a company

listed on the National Stock Exchange of India.

Net cash used in financing activities

Net cash used in financing activities decreased by US$507.2 million from an outflow of US$645.3 million for the year ended 31

December 2023 to an outflow of US$138.1 million for the year ended 31 December 2024. This decrease in net cash used in financing

activities was primarily driven by a US$538.8 million increase in the drawdown of the Group’s revolving credit facilities and a

shareholder bridging loan, which were mainly utilised to finance the cash payment for the acquisition of vessels from Avance Gas.

Additionally, in the year ended 31 December 2023, the Group spent US$23.7 million to repurchase treasury shares, which did not

occur in the year ended 31 December 2024. These reductions in cash used in financing activities were partially offset by a US$41.5

million net increase in cash outflows related to financing activities for the Product Services segment for the year ended 31

December 2024, compared to 31 December 2023.

Please refer to Item 5.B “Operating and Financial Review and Prospects—Liquidity and Capital Resources” in the Group’s

registration statement on Form 20-F for a comparative discussion of the Group’s cash flows for the year ended 31 December 2023

compared to the year ended 31 December 2022.

Capital Resources and Indebtedness

As of 31 December 2024, the Group had entered into the following secured term loan facilities and revolving credit facilities:

Principal

Undrawn

amount

Facility agreement

facility amount

outstanding

Interest rate

Maturity date

US$’000

US$250,600,000 Term and Revolving Credit Facilities

K-Sure facility

Tranche A

10,644

SOFR + 1.41

May 2028

Tranche B

11,423

SOFR + 1.41

October 2028

Tranche C

11,471

SOFR + 1.41

October 2028

Tranche D

11,200

SOFR + 1.41

January 2029

Total (K-Sure facility)

44,738

Commercial facility

Tranche A

300

18,100

SOFR + 1.96

May 2028

Tranche B

17,500

SOFR + 1.96

October 2028

Tranche C

17,500

SOFR + 1.96

October 2028

Tranche D

16,800

SOFR + 1.96

January 2029

Total (Commercial facility)

52,100

18,100

Additional commercial facility

Tranche A

7,900

SOFR + 1.91

(1)

May 2028

Tranche B

8,000

SOFR + 1.91

(1)

October 2028

Tranche C

8,000

SOFR + 1.91

(1)

October 2028

Tranche D

8,000

SOFR + 1.91

(1)

January 2029

Total (Additional commercial facility

247

31,900

US$458,500,000 Senior Secured Term Loan and Revolving Credit

Facility

133,600

SOFR + 1.91

May 2026

US$198,412,500 Senior Secured Term Loan

Tranche A

26,409

SOFR + 2.06

June 2026

Tranche B

73,666

SOFR + 2.06

November 2026

US$460,000,000 Revolving Credit Facility

15,000

445,000

SOFR + 1.25

November 2031

US$250,000,000 BW Group Unsecured Revolving Credit Facility

(2)

170,000

80,000

SOFR + 2.20

August 2025

(1) There is a sustainability margin adjustment mechanism for the additional commercial facility to receive a 0.05% increase or

reduction in the margin based on the sustainability score of the Group’s owned vessels. For 2024, the Group has achieved the

0.05% reduction in the margin since the Group’s vessels have met the sustainability criteria.

(2) All amounts outstanding under this facility were repaid in January 2025.

US$250,600,000 Term and Revolving Credit Facilities

In April 2016, the Group entered into a US$220.8 million secured term loan to finance four of its VLGC newbuilds. The facility

comprised of a tranche insured by Korea Trade Insurance Corporation (“K-Sure”) of up to US$147.2 million and a commercial

tranche of up to US$73.6 million. The facility has an amortisation profile of 18 years and is secured by mortgages on the four VLGCs.

On 21 December 2021, the facility was upsized with a US$40.0 million sustainability-linked reducing revolving credit facility to

finance the installation of the dual-fuel LPG propulsion engines on the four VLGC vessels. Simultaneously, US$70.2 million of the

commercial loan was converted to a revolving credit facility and repaid. All other terms remained unchanged.

US$458,500,000 Senior Secured Term Loan and Revolving Credit Facility

In May 2019, the Group entered into a US$458.5 million facility comprising of US$258.5 million senior secured term loan and

US$200.0 million revolving credit facility to refinance its US$800.0 million facility maturing in November 2020. The loan has an

amortisation profile of 11 years and is secured by mortgages on 14 of the Group’s owned vessels.

On 28 February 2020, the Group amended the facility to convert US$100.0 million of the US$238.5 million outstanding term loan

into revolving credit facility with all other terms unchanged.

On 31 August 2021, the then outstanding term loan amount of US$67.0 million was early repaid.

As of 31 December 2024, there was no drawdown from the revolving credit facility and three vessels remained mortgaged under

the facility.

US$198,412,500 Senior Secured Term Loan

In May 2021, the Group entered into a US$198.4 million secured term loan to refinance the purchase of eight second-hand

VLGCs. The loan, which is secured by the eight second-hand vessels, has an amortisation profile of 7.5 years.

US$460,000,000 Revolving Credit Facility

On 1 November 2024, BW LPG Holding Pte. Ltd., as borrower, entered into a US$460 million revolving credit facility with BNP

Paribas, Oversea-Chinese Banking Corporation Limited, DBS Bank Ltd., United Overseas Bank Limited and MUFG Bank, Ltd.,

Singapore Branch as arrangers, certain banks and financial institutions listed therein as lenders, BNP Paribas as agent and security

agent and BW LPG as guarantor, to support its business activities, including the acquisition of new vessels by any subsidiary of the

borrower and the repayment of maturing loans, as well as general corporate and working capital purposes.

The facility is secured by eight second-hand VLGCs and has an amortisation profile of 13 years, maturing on 28 November 2031.

The borrower’s obligations under the facilities agreement are guaranteed by BW LPG.

Drawdowns under the revolving credit facility bear interest at a compounded reference rate calculated by the agent in accordance

with the methodology described in the facilities agreement.

As of the date of this annual report, the outstanding amount under the revolving credit facility was US$454.343 million.

US$250,000,000 BW Group Revolving Credit Facility

On 28 August 2024, the Group entered into a US$250 million unsecured revolving credit facility with BW Group to fund the

acquisition of VLGCs from Avance Gas. This facility can be utilised until one month before its maturity date on 30 August 2025. As

of 31 December 2024, the Group had utilised US$80 million under this facility. The Group fully repaid the amount outstanding under

this facility in January 2025.

Interest rate swaps

The Group holds interest rate swaps to hedge the interest rate risk on bank borrowings. As of 31 December 2024, the Group had

interest rate swaps with total notional principal amounting to US$179.1 million and mature between March 2025 and July 2029.

Hedge accounting was adopted for these contracts.

The Group’s interest rate swaps are governed by contracts based on the International Swaps and Derivatives Association

(“ISDA”) master agreements. All of the Group’s interest rate swaps have transitioned to SOFR fixing, with some of them transitioned

to a five-day lookback and a credit adjustment spread of 26 basis points and the rest of them using the fallback of the ISDA 2020

IBOR Fallbacks Protocol (i.e., two-day lookback and credit adjustment spread of 26 basis points).

Trade finance facilities

As of 31 December 2024, the Group via its subsidiary BW LPG Product Services Pte Ltd, has entered into various uncommitted

trade finance facilities totalling US$796 million to support its LPG trading activities. Trade finance facilities are secured against the

underlying LPG cargoes and related receivables, with further support from a corporate guarantee from BW LPG Limited. As of 31

December 2024, borrowings under these facilities bear interest at floating interest rates ranging from 5.0% to 7.0%.

Financial Covenants

Certain of the Group’s bank facilities contain financial covenants requiring the Company as the guarantor under the facilities

agreements to ensure that, among other things:

• the Group has liquidity (including undrawn available lines of credit with a maturity exceeding six months) on a consolidated

basis of no less than US$50 million and at least US$20 million of cash and cash equivalents;

• the Group’s adjusted equity on a consolidated basis on the last day of any fiscal quarter is no less than US$350 million; and

• the Group’s adjusted equity on a consolidated basis is at all times no less than 25% of the sum of the Group’s liabilities and

adjusted equity.

Restrictive Covenants

The Group is required to deliver compliance certificates, which include valuations of the vessels securing the applicable facility

from two independent ship brokers. Upon delivery of the valuation, if the market value of the collateral vessels is less than 125% of

the outstanding indebtedness under the applicable facilities, the Group must either provide additional collateral and/or prepay part of

the loan to ensure compliance, as applicable.

Other than as stated, the Group’s compliance with the financial covenants listed above is measured as of the end of the second and

fourth fiscal quarter of each year. As of 31 December 2024, the Group was in compliance with all covenants under the secured term

loan facilities and revolving credit facilities.

Capital Expenditures

The Group’s main capital expenditures arise from drydockings and other vessel maintenance expenditures and acquisition of

second-hand vessels.

The following table sets forth information on the Group’s capital expenditures for the periods indicated:

For the year ended

31 December

2024

2023

US$’000

Purchase of secondhand vessels

1,049,212

102,021

Drydocking and vessel upgrades

14,332

13,931

Total

1,063,544

115,952

The Group invested approximately US$40 million in infrastructure projects in India during the year ended 31 December 2024.

See “Item 4. Information on the Company — 4.B. Business Overview — Infrastructure Projects.”

See Note 21 to the Financial Statements for details on material cash requirements from known contractual obligations.

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The Group does not undertake any significant expenditure on research and development and have no significant interests in

patents or licences.

5.D. TREND INFORMATION

Key trends that are reasonably likely to impact the Group’s business, results of operations and financial condition include the

following:

• Geopolitical events and political instability, including increased trade protectionism and tariffs may impact the Group’s

business and operations. The war in Ukraine and the armed conflict in Yemen have impacted and may continue to impact the

Group’s operations and charter rates and costs. The Group is currently redirecting its vessels to avoid the areas affected by

the war in Ukraine and the armed conflict in Yemen as uncertainty and risk of damage remains high.

• LPG production in the United States increased in 2024 and is expected to continue growing in 2025. Export growth in

subsequent years is expected to see support from new LPG export terminals (source: NGLS, January 2025).

• Most of the exports from the United States are to the Far East. China’s LPG imports have continued to grow in 2024. The

PDH capacity in China, which is a driver of LPG demand, has grown significantly since 2021 and is expected to continue

growing in 2025 (source: Fearnleys, February 2025).

Restored water levels at the Panama Canal’s main water reservoir have enabled more vessels to transit the canal when sailing

between the US Gulf and the Far East, which contributed to lower day rates during certain periods in 2024. With the canal currently

operating near full capacity, the likelihood for higher transit fees and waiting time will likely increase going forward. See “Item 4.

Information on the Company — 4.B. Business Overview — Market Overview — Key LPG shipping demand drivers & — VLGC

supply” for more detail.

5.E. CRITICAL ACCOUNTING ESTIMATES

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. DIRECTORS AND SENIOR MANAGEMENT

Directors

The directors and their principal functions within the Company, together with a brief description of their management experience

and expertise and principal business activities outside the Company, are set out below.

Name

Position

Age

Andreas Sohmen-Pao

Chairman, Non-Executive Director

Anne Grethe Dalane

Non-Executive Director

Sonali Chandmal

Non-Executive Director

Luc Gillet

Non-Executive Director

Sanjiv Misra

Non-Executive Director

Andrew E. Wolff

Non-Executive Director

The following is a brief biography of each of the Company’s directors.

Andreas Sohmen-Pao

Andreas Sohmen-Pao is Chairman of the Company and chairman of BW Group, BW Offshore, Hafnia, BW Epic Kosan, BW

Energy and Cadeler. He is also chairman of the Global Centre for Maritime Decarbonisation and a trustee of the Lloyd’s Register

Foundation. Mr. Sohmen-Pao was previously chairman of the Singapore Maritime Foundation and has served as a non-executive

director of The Hongkong and Shanghai Banking Corporation Ltd, London P&I Club, Esplanade Co Ltd, National Parks Board

Singapore, Sport Singapore and the Maritime and Port Authority of Singapore amongst others. Mr. Sohmen-Pao graduated from

Oxford University in England with an honours degree in Oriental Studies and holds an MBA from Harvard Business School.

Anne Grethe Dalane

Anne Grethe Dalane has served on the Board of Directors since 21 November 2013 as an independent director. She is the Chair of

the Audit Committee. Ms. Dalane currently serves on the board of directors of Petroleum Geo-Services and Arendals Fossekompani.

Her board experience includes Hafslund, EDB Business Partners and Prosafe. Ms. Dalane has held various senior management

positions at Yara International and Norsk Hydro in the areas of human resources, corporate strategy and finance. Ms. Dalane is a

certified financial analyst and holds an MBA from the Norwegian School of Economics.

Sonali Chandmal

Sonali Chandmal has served on the Board of Directors since 20 May 2020 as an independent director. She is currently a partner at

A Lamot Incobel & Co, an advisory firm focused on private equity opportunities and funding in Europe, India and America.

Ms. Chandmal serves on the board of directors and renumeration committee of Ageas SA/NV, the board of directors and renumeration

committee chair of Ageas Portugal Holding SGPS S.A. and the board of directors, audit and sustainability committees of Medicover

AB. Additionally, she is also on the board of directors of Ackermans & van Haaren SA/NV, the Harvard Club of Belgium and

Chapter Zero Brussels. From 1997 to 2017, she worked at Bain & Company, a leading global strategy and management consulting

firm, at its offices in San Francisco, London and Brussels. Prior to that, Ms. Chandmal worked at Robertson Stephens & Company, an

investment bank specialising in high technology IPOs and mergers & acquisitions. Ms. Chandmal holds a BA in Economics from the

University of California at Berkeley, and an MBA at the Harvard University Graduate School of Business Administration.

Luc Gillet

Luc Gillet has served on the Board of Directors since 15 May 2023 as an independent director. Mr. Gillet started his career in

1982 with ETPM and joined Bureau Veritas in 1983 where he held various management positions. Mr. Gillet joined TotalEnergies in

2003, he was named Senior Vice President Shipping in 2008 and served until 2022. Mr. Gillet currently serves as an independent

director of GTT and Orion Global Transport France (OGTF). Mr. Gillet is a graduated engineer from Ecole Nationale Supérieure de

Techniques avancées (1980) and holds an EMBA of HEC (1991).

Sanjiv Misra

Sanjiv Misra has served on the Board of Directors since 14 February 2024 as an independent director. Mr. Misra is Chairman of

Clifford Capital Holdings and Bayfront Infrastructure Management Pte Ltd, a Non-Executive Director of Partners Capital Group, and

a member of the BW Group Supervisory Board. He is also an Independent Advisor and Chairman of the Asia Pacific Advisory Board

for Apollo Global Management and President of Phoenix Advisers Pte Ltd, a boutique consulting and principal investing firm.

Mr. Misra began his investment banking career with Goldman Sachs & Co in 1986, spanning over a decade in New York, Hong Kong,

and Singapore. In 1997, he joined Citigroup, where he served as the Head of the Asia Pacific Corporate Bank, CEO of Global

Corporate and Investment Banking Group (Singapore and Brunei), and Country Officer for Singapore. He was also the Citigroup

Head of Asia Pacific Investment Banking, and Head of Equity Capital Markets for Asia-Pacific. Mr. Misra was previously an

independent director at Olam International, EDBI, OUE Hospitality REIT Management, Edelweiss Financial Services Ltd, the

National University Health System and Singapore Symphonia Company Pte Ltd, amongst others. He was a board member and trustee

of the Singapore Management University. Mr. Misra holds a Bachelor of Arts in Economics from Delhi University, a Post-Graduate

Diploma in Management from the Indian Institute of Management, and a Master of Management from Kellogg School of

Management at Northwestern University.

Andrew E. Wolff

Andrew E. Wolff has served on the Board of Directors since 20 May 2020 as an independent director. He was most recently

Global Co-Head of the Merchant Banking Division (“MBD”), Head of MBD International and Global Co-Head of Private Equity for

Goldman Sachs. He was the Co-Chief Investment Officer of the flagship Merchant Banking private equity funds. Mr. Wolff was a

member of the European Management Committee, Corporate Investment Committee, Infrastructure Investment Committee, and co-

chairman of the Growth Equity Investment Committee. Mr. Wolff joined Goldman Sachs in 1998 in the Principal Investment Area

and was named Managing Director in 2005 and Partner in 2006. He has experience investing across global markets and has served on

the boards of companies in the United States, Canada, Argentina, Brazil, Japan, China, Korea, the United Kingdom, France, Norway

and Denmark. Mr. Wolff earned a BA in Philosophy from Yale University in 1991 and a JD and MBA from Harvard Law School and

Harvard Business School, respectively, in 1998.

Senior Management

The current members of the senior executive team with responsibility for day-to-day management of the Group’s business are set

out below.

Name

Position

Age

Kristian Sørensen

Chief Executive Officer

Samantha Xu

Chief Financial Officer

Prodyut Banerjee

Vice President and Head of Operations

Knut-Helge Knutsen

Vice President and Head of Technical

Iver Baatvik

Vice President and Head of Corporate Development

Leona Leo

Vice President and Head of Human Resources

The management experience and expertise of the Senior Management is set out below.

Kristian Sørensen

Kristian Sørensen has over 20 years of experience in the LPG shipping industry where he has held several commercial and

management positions. He started his career as a shipbroker in Lorentzen & Stemoco in 2002 before joining Inge Steensland AS

(today Steem1960) in 2004 as a broker and later partner and Head of Gas department. From 2010-2013, he was responsible for

expanding and heading its Singapore office. In 2016 he became CEO of Norwegian broking house Fearnleys, and also served as

Deputy Group CEO for the Astrup Fearnley Group until 2021, when he joined Avance Gas as CEO. Mr. Sørensen joined BW LPG as

Deputy CEO and Head of Strategy in September 2022. Mr. Sørensen spent two years in the Royal Norwegian Navy as a graduate of

the Junior Naval Academy and holds a “Siviløkonom” degree from the Norwegian School of Economics (NHH).

Samantha Xu

Samantha Xu has more than 20 years of international finance experience in the shipping and energy sectors. Samantha started her

career with A. P. Moller-Maersk Group as management trainee, and worked in its headquarters in Copenhagen, Denmark as financial

controller upon graduation. She also headed the finance team for Odfjell SE in the Middle East before joining J. Lauritzen Singapore

as its CFO in 2012. In 2019, she joined Royal Vopak, a leading independent terminal company, as its Finance Director managing their

terminal portfolio in Asia and the Middle East. Her career primarily focuses on board governance, risk management, project

investment and M&A. Ms. Xu holds a Global Executive MBA and a Corporate Governance Certificate from INSEAD, and an

Accredited Senior Director of Singapore Institute of Directors.

Prodyut Banerjee

Captain Prodyut Banerjee has more than 18 years of experience in Global Operations in the maritime industry. He has held

various leadership positions with BW Group since 2005. Prior to joining BW Group, he worked with ExxonMobil for over 15 years,

serving on vessels at sea and in shore positions in the United Kingdom. He has an MBA from the National University of Singapore.

Knut-Helge Knutsen

Knut-Helge Knutsen is a seasoned maritime professional with 30 years of experience in the shipping industry, including more

than 20 years in leadership roles. Before joining BW LPG in 2013, he was Regional Manager at Veritas Petroleum Services for

six years and was with DNV for 11 years where he led various technical departments related to ship building in Norway and South

Korea. Mr. Knutsen is also a member of LIoyd’s Nordic Committee and DNV Nordic Safety Committee. He has a Master’s degree in

Marine Engineering from the Norwegian University of Science and Technology and Global Business Leadership qualifications from

the IMD Business School in Switzerland.

Iver Baatvik

Iver Baatvik is a seasoned finance professional with over a decade of investment banking experience at ABN AMRO and

Sissener. before joining BW LPG in 2018. Mr. Baatvik has a Master’s Degree in Economics from the University of Oslo and a

Bachelor’s degree in Business and Administration from Pacific Lutheran University in Tacoma, Washington.

Leona Leo

Leona Leo brings more than 18 years of experience in the oil and energy industry. She began her career in Accenture Singapore

as a consultant in organization change management. She then spent 15 years with Chevron in several senior HR positions, including a

two-year assignment at Chevron’s HQ in California. Thereafter, she moved to Shell to lead HR for the chemical manufacturing

business unit. Before joining BW LPG, she was Global HR business partner to the COO and CFO at Maxeon Solar. She has an MBA

and a Bachelor of Business degree with First Class Honors from Nanyang Technological University (NTU) in Singapore.

6.B. COMPENSATION

Directors’ Remuneration

The shareholders of the Company at the Annual General Meeting (“AGM”) of the Company determine the remuneration of the

Board. The remuneration of the directors reflects their competence, level of activity, responsibility, use of resources and the

complexity of the business activities. The remuneration of the directors is not linked to the Company’s performance and the directors

do not receive profit-related remuneration, share options or retirement benefits from the Company.

2024

2023

2022

US$’000

Directors’ Remuneration

Directors’ fees

585

376

Senior Management’s Remuneration

The Board has established guidelines that set out the main principles applied in determining the salary and other remuneration of

the Senior Management. They are communicated at the AGM and are also made available on the Company’s website. Remuneration

of the Senior Management is reviewed annually and approved by the Board based on recommendations by the Remuneration

Committee. The Remuneration Committee considers the performance of the Senior Management and gathers information from

comparable companies before making its recommendation to the Board.

2024

2023

US$’000

Senior Management’s Remuneration

Salaries and other short-term employee benefits

3,500

3,333

Post-employment benefits – contribution to defined contribution Plans

1,692

1,859

Total

5,192

In addition, the Senior Management has been granted options pursuant to the share-based compensation plans (see “Item 6.

Directors, Senior Management and Employees — 6.E. Share Ownership — Senior Management’s Share Ownership”).

Share-Based Compensation Plans

The Company operates an equity-settled, share-based compensation plan: the five-year long-term management share option plan

launched on 1 March 2022 (“LTIP 2022”). Under LTIP 2022, at the end of the vesting periods between February 2025 and

February 2029, 3,500,000 Shares may be acquired by certain employees from the Company at a predetermined strike price. The

Company also operated a five-year long-term management share option plan launched on 21 April 2017 (“LTIP 2017”). Under LTIP

2017, at the end of the vesting periods between February 2020 and February 2024, 2,083,424 Shares were acquired by certain

employees from the Company at a predetermined strike price.

Under LTIP 2017, members of senior management of the Company were awarded share options on an annual basis for a period of

five years. The total number of options that were awarded under LTIP 2017 was 568,000 for 2017 and 2018, and 1,515,424 from

2019 to 2021, where each option gives the holder the right to acquire one Share from the Company. The options (i.e. 284,000 options

for 2017 and 2018, 568,000 for 2019, 470,304 for 2020 and 477,120 for 2021) were awarded each year in connection with the

publication of the quarterly report for the fourth quarter for the preceding year, except for 2017 in which the options were awarded on

21 April 2017. The strike price for the options is equal to the sum of (i) the volume weighted average share price (“VWAP”) quoted

on the OSE on the first five trading days following the announcement of such quarterly report, and (ii) 16% of the VWAP. The strike

price for the options awarded on 21 April 2017 was NOK 48.15; on 28 February 2018, NOK 42.98; on 28 February 2019, NOK 30.75;

on 6 March 2020, NOK 61.64; and on 1 March 2021, NOK 56.98.

Under LTIP 2022, members of senior management and certain employees of the Company will, on an annual basis for a period of

five years, be awarded share options. The total number of options that will be awarded under LTIP 2022 is 3,500,000 (adjusted in

2023 from 3,548,500 when it was set in 2022), where each option will give the holder the right to acquire one Share from the

Company. The total number of options that were awarded under LTIP 2022 was 624,536 in 2022, 709,700 in 2023, and 631,963 in

2024. The options (i.e. 709,700 options) will be awarded each year in connection with the publication of the quarterly report for the

fourth quarter of the preceding year. The strike price for the options shall be equal to the sum of (i) the VWAP quoted on the OSE on

the first five trading days following the announcement of such quarterly report, and (ii) 16% of the VWAP. The strike price for the

options awarded on 1 March 2022 was NOK 63.15; on 28 February 2023, NOK 109.77; and on 29 February 2024, NOK 142.32.

The LTIP 2017 and LTIP 2022 options will have a vesting period of three years from being awarded, and may then be exercised

during the course of a period of three additional years. The LTIP 2017 and LTIP 2022 options are non-tradable and conditional upon

the option holder being employed by the Company or its subsidiaries and not having resigned or being terminated for cause prior to

the vesting date.

Defined Contribution Plans

The Company provides defined contribution plans for all employees (including Senior Management), which are post-employment

benefit plans under which the Company pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis.

The total amount the Company contributed to the defined contribution plans for the year ended 31 December 2024, 2023 and 2022

was US$874,000, US$731,000 and US$418,000, respectively.

6.C. BOARD PRACTICES

Board of Directors

The Company’s Board of Directors consists of six directors. All the directors were re-elected at the 2024 AGM on 12 June 2024

for a term until the next annual general meeting in 2025.

Board Committees

The Board of Directors has an audit committee (“Audit Committee”) and a remuneration committee (“Remuneration

Committee”). Each committee’s members and functions are described below.

Audit Committee

The Board of Directors has established the Audit Committee as a preparatory and advisory committee for the Board, consisting of

three members, all of which are also members of the Board. Anne Grethe Dalane, Sonali Chandmal and Sanjiv Misra serve as

members of the Audit Committee. Anne Grethe Dalane serves as the Chair of the Audit Committee. All members of the Audit

Committee are independent.

The responsibilities of the Audit Committee include but are not limited to: (i) receiving and reviewing compliance and internal

audit reports on a quarterly basis; (ii) monitoring and reviewing internal audit activities, reports and findings; (iii) reviewing annual

supervisory plan for internal audit work; (iv) reviewing and monitoring internal controls in connection with quarterly reviews of the

Company’s financial reporting; and (v) reviewing the Company’s internal control procedures with the Board and the auditor.

Remuneration Committee

The Board of Directors has established the Remuneration Committee in order to ensure thorough and independent preparation of

matters relating to compensation paid to the Senior Management. The Remuneration Committee consists of two members, both of

which are also members of the Board of Directors. Andreas Sohmen-Pao and Luc Gillet serve as members of the Remuneration

Committee. Andreas Sohmen-Pao serves as the Chair of the Renumeration Committee and is not independent of the largest

shareholder of the Company.

The responsibilities of the Remuneration Committee include but are not limited to considering the performance of the Senior

Management and gathering information from comparable companies to make remuneration recommendation to the Board of

Directors. Such recommendation aims to ensure convergence of the financial interests of the Company’s Senior Management and

shareholders. Sustainability performance objectives are integrated into the variable remuneration of the Senior Management.

6.D. EMPLOYEES

The total number of Company personnel as of the end of the respective years is provided below.

Category

2024

2023

2022

Crew

(1)

1,310

1,444

1,507

Employee

119

102

Singapore

Norway

Madrid

Dubai

—

Houston

Total

1,429

1,546

1,601

(1) Number of crew includes those on both company-owned and BW India vessels. They are not employed by BW LPG but they are

part of the workforce.

6.E. SHARE OWNERSHIP

Directors’ Share Ownership

None of the Company’s directors hold shares in the Company. BW Group Limited owns 48,407,126 Shares of the Company,

representing 31.94% of the outstanding Shares as of 31 December 2024. BW Group is owned by a company controlled by corporate

interests associated with the Sohmen family. Andreas Sohmen-Pao is a member of the Sohmen family.

Senior Management’s Share Ownership

As of 14 March 2025, Kristian Sørensen owns 7,000 Shares, Samantha Xu owns 2,000 Shares and Iver Baatvik owns 24,840

Shares. No other members of Senior Management own Shares. For information regarding issuance of share capital, please refer to

“Item 6. Directors, Senior Management and Employees — 6.B. Compensation.”

As of 14 March 2025, the number of options granted to the Senior Management pursuant to the share-based compensation plans is

set out in the following table.

Number of options

granted as of 31

Name

14 March 2025

Kristian Sørensen

661,941

Samantha Xu

170,000

Prodyut Banerjee

152,436

Knut-Helge Knutsen

152,436

Iver Baatvik

124,464

Leona Leo

50,812

6.F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. MAJOR SHAREHOLDERS

The information below describes the beneficial ownership of the Company’s Shares by each person or entity that beneficially own

5% or more of the Company’s 159,282,000 issued Shares, as of 14 March 2025.

Percentage of

Outstanding

Beneficial Owners

Shares Owned

Issued Shares

(1)

BW Group Limited

48,407,126

30.39

31.92

Hemen Holding Limited

14,757,491

9.27

9.73

Folketrygdfondet

9,185,652

5.77

6.06

BW LPG Limited

(2)

7,622,910

4.79

N/A

(

1) The number of outstanding Shares excludes 7,622,910 treasury shares.

(2) Treasury shares

None of the above shareholders hold voting rights which are different from those that are held by the Company’s other

shareholders, except on a resolution to change the Company’s name to remove the reference to “BW,” where BW Group has requested

such a resolution in accordance with the Company’s Constitution, where the Shares held by BW Group and its affiliates shall be

deemed to have the number of votes equalling a multiple of ten times the entire number of Shares represented at such meeting.

Based on the information in the Company’s shareholder register and other sources available to the Company, as of 14

March 2025, there were 1,961 record holders of the Shares in the United States, representing 11.71% of the Company’s outstanding

Shares. Since a certain number of the Shares were held by brokers or other nominees, the number of record holders of the Shares in

the US may not be representative of the number of beneficial holders or of their country of residence.

BW Group owns 31.9% of the outstanding Shares of the Company as of 14 March 2025. Accordingly, BW Group is able to

exercise significant influence over outcome of matters on which the Company’s shareholders are entitled to vote, including the

election of Board of Directors and other significant corporate actions. See “Item 3. Key Information — 3.D. Risk Factors — Risks

Related to the Shares — BW Group is the largest shareholder of the Group and has significant voting power and the ability to

influence matters requiring shareholder approval.”

The Company is not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.

7.B. RELATED PARTY TRANSACTIONS

The Group’s largest shareholder is BW Group Limited. BW Group Limited is owned by a company controlled by corporate

interests associated with the Sohmen family. The Group’s chair, Andreas Sohmen-Pao, is a member of the Sohmen family. The Group

is not affiliated with any other entities in the shipping industry other than those that are members of the BW Group.

From time to time, the Group enters into agreements with BW Group Limited and companies within the BW Group and other

related parties. The Group may enter into transactions with BW Group Limited and companies within the BW Group and other related

parties from time to time in the future.

On 25 February 2022, the Group made a convertible loan of US$267,801.5 to Alpha Ori Technology Holdings Pte Ltd (“Alpha

Ori”) repayable on 28 February 2023 with an interest rate of 3% per annum. The Group, via its subsidiary BW LPG Technologies Pte

Ltd (“BW LPGT”), is a shareholder of Alpha Ori. BW Maritime Pte Ltd and Hafnia SG Pte. Ltd., related parties of the Group through

the common shareholder BW Group, are shareholders of Alpha Ori. On 30 June 2022, the outstanding amount, including interest

accrued until 30 June 2022, was converted into equity via the issuance of ordinary fully paid shares in Alpha Ori. Due to the debt to

equity conversion, the Group was allocated an additional 154 ordinary shares of Alpha Ori and owned approximately 5.4% shares in

Alpha Ori as at 30 June 2022.

On 15 May 2023, Alpha Ori issued a convertible promissory note (the “2023 Promissory Note”) to BW LPGT pursuant to which

Alpha Ori promised to pay to BW LPGT the principal sum of US$160,622 (together with interest thereon from 15 May 2023, with

interest accruing at a rate of 180-day average SOFR plus 3.0% per annum). On 30 October 2023, BW LPGT, amongst others, entered

into a share purchase agreement (the “SPA”) with ZeroNorth A/S (“ZN”). Pursuant to the SPA, BW LPGT agreed to sell and ZN

agreed to acquire all of BW LPGT’s shares in Alpha Ori in consideration for the issuance of 19,804 ordinary and 9,750 preference

shares in ZN. The transactions under the SPA completed on 19 February 2024.

On 26 January 2024, Alpha Ori issued a second convertible promissory note (the “2024 Promissory Note”) to BW LPGT

pursuant to which Alpha Ori promised to pay to BW LPGT the principal sum of US$352,869 (together with interest thereon from the

date of disbursement by BW LPGT until, and including, 19 February 2024, calculated at a rate of 8.0% per annum).

On 19 February 2024, the 2023 Promissory Note was novated from Alpha Ori to ZN pursuant to the terms of a Promissory

Note Novation and Capitalisation Deed dated on or about 19 February 2024. As of 31 December 2024, the 2023 Promissory

Note remains outstanding.

On 28 August 2024, the Group entered into a US$250 million unsecured revolving credit facility with BW Group to fund the

acquisition of VLGCs from Avance Gas. See “Item 5. Operating and Financial Review and Prospects – 5.B Liquidity and Capital

Resources – Capital Resources and Indebtedness - US$250,000,000 BW Group Revolving Credit Facility”.

7.C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Please refer to pages F-1 through F-55 of this Form 20-F.

Legal Proceedings

The Company is not involved in any material legal proceedings.

Dividend Policy

The dividend policy of the Company is reviewed and approved by the Board of Directors and disclosed on the Company’s

website. The Company intends to provide a quarterly dividend payout, subject to the discretion of the Board of Directors and the

profits of the Company, as described below. As a guideline for declaring dividends, the Board of Directors generally aims for an

annual payout ratio of 50% of Shipping NPAT, which may be enhanced to 75% and 100% of Shipping NPAT when the net leverage

ratio is below 30% and 20%, respectively. Shipping NPAT is calculated as Profit attributable to equity holders of the Company, minus

the Company’s share of BW LPG Product Services Pte. Ltd.’s Net profit/(loss) after tax (see Note 25 to the Financial Statements). See

“Item 5. Operating and Financial Review and Prospects — 5.A. Operating Results — Key performance indicators and non-IFRS

financial measures” for the definition of and calculation of the net leverage ratio.

The declaration and payment of dividends is subject to the discretion of the Board of Directors and the profits of the Company,

and the final amount of any dividends is determined by the Board of Directors. The Board of Directors may adjust the dividend payout

for extraordinary items, such as vessel impairment or write-backs of impairment) and may also consider other factors in determining

the payment and amount of any dividends, such as the following:

• BW LPG Product Services Pte. Ltd.’s performance, as measured by, among other things, the amount of dividends distributed

by BW LPG Product Services Pte. Ltd. to the Company;

• the Group’s capital expenditure plans; and

• the Group’s financing requirements, financial flexibility, and anticipated cash flows of the business. There can be no

assurance that the Board of Directors will declare a dividend payment in any period.

8.B. SIGNIFICANT CHANGES

Other than as disclosed in Note 27 to the Financial Statements beginning on page F-55, no significant change has occurred since

31 December 2024.

ITEM 9. THE OFFER AND LISTING

9.A. OFFER AND LISTING DETAILS

The Shares have traded on the OSE under the symbol “BWLPG” since 21 November 2013. The Shares have traded on the NYSE

under the symbol “BWLP” since 29 April 2024. As of 31 December 2024, the Company has 151,538,443 Shares issued and

outstanding (excluding 7,743,557 treasury shares).

9.B. PLAN OF DISTRIBUTION

Not applicable.

9.C. MARKETS

The Shares are currently traded on the OSE under the symbol “BWLPG” and on the NYSE under the symbol “BWLP.”

Norwegian securities laws

Set out below is a summary of certain aspects of securities trading in Norway and the possible implications for shareholders of

owning shares in a company that is trading on the OSE in addition to trading on the NYSE. Shareholders, whether they trade their

shares through the NYSE or the OSE, who wish to clarify the aspects of securities trading in Norway and/or its impact on shareholders

trading their shares in the United States should consult with and rely upon their own advisors.

The summary is based on the rules and regulations in force in Norway as at the date of this annual report, which may be subject to

changes occurring after such date. This summary does not purport to be a comprehensive description of securities trading in Norway.

Introduction

The OSE and Euronext Expand are the only regulated markets for securities trading in Norway, being part of Euronext and

operated by Oslo Børs ASA. Oslo Børs ASA is 100% owned by Euronext Nordics Holding AS, a holding company established by

Euronext N.V. Euronext is a pan-European stock exchange with its registered office in Amsterdam and corporate headquarters at La

Défense in Greater Paris. Euronext owns seven regulated markets across Europe, including Amsterdam, Brussels, Dublin, Lisbon,

Milan, Oslo and Paris.

Information, control and surveillance

Under Norwegian law, the OSE is required to perform a number of surveillance and control functions. The surveillance and

corporate control unit of the OSE monitors all market activity on a continuous basis. Market surveillance systems are largely

automated, promptly warning department personnel of abnormal market developments.

The Financial Supervisory Authority of Norway controls the issuance of securities in both the equity and bond markets in Norway

and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to

carry out the issuance.

Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must

promptly release any inside information directly concerning the company (i.e., any information of a precise nature relating directly or

indirectly to financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the

relevant financial instruments or related financial instruments, and which has not been made public or is commonly known in the

market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided

that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public.

The OSE may levy fines on companies violating these requirements.

Disclosure obligations

If a person’s, entity’s or consolidated ‘group’s proportion of the total issued shares and/or rights to shares in a company listed on a

regulated market in Norway (with Norway as its home state, which is the case for the Company) reaches, exceeds or falls below the

respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the

person, entity or group in question has an obligation under the Norwegian Securities Trading Act of 29 June 2007 no. 75, as amended

(the “Norwegian Securities Trading Act”) to notify the OSE and the issuer immediately. The same applies if the disclosure

thresholds are passed due to other circumstances, such as a change in the company’s share capital.

In addition, the Company’s Constitution requires shareholders to make such notifications to the Company regarding their interest

in securities in the Company as they are required to make under all applicable rules and regulations to which the Company is subject.

See “Item 10. Additional Information — 10.B. Constitution” for more information on the disclosure obligations set forth in our

Constitution.

Insider trading

According to Norwegian law, subscription for, purchase, sale, exchange or other acquisitions or disposals of financial instruments

that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not

be undertaken by anyone who has inside information and thereby uses that information, as defined in Article 7 of Regulation (EU) No

596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and as implemented in Norway in

accordance with Section 3-1 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange

of options or futures/forward contracts or similar rights (including financial derivatives) whose value or price either depends on or has

an effect on the price or value of such financial instruments or incitement to such dispositions.

Mandatory offer requirements

The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares

representing more than one-third (or more than 40% or 50%) of the voting rights of a company listed on a Norwegian regulated

market (with the exception of certain foreign companies) to, within four weeks, make an unconditional general offer for the purchase

of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to

become the owner of shares that, together with the party’s own shareholding, represent more than one-third (or more than 40% or 50%

as applicable) of the voting rights in the company and the OSE decides that this is regarded as an effective acquisition of the shares in

question.

The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that

exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the OSE and

the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining

shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be

retracted. The offer and the offer document required are subject to approval by the OSE before the offer is submitted to the

shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month

period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price

prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer

must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four

weeks, the OSE may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails

to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in

a general meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its

rights to dividends in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the

OSE may impose a cumulative daily fine that runs until the circumstance has been rectified.

Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a company listed on a

Norwegian regulated market (with the exception of certain foreign companies) is obliged to make an offer to purchase the remaining

shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of

shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated

group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer

obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant

threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated group that at the time of listing of the company had a shareholding above any of the above-

mentioned thresholds may increase its shareholding up to the next applicable threshold (if any) without triggering the mandatory bid

obligation.

Any person, entity or consolidated group that following listing of the company has passed any of the above-mentioned thresholds

in such a way as not to trigger the mandatory bid obligation and has therefore not previously made an offer for the remaining shares in

the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a

subsequent acquisition of shares in the company.

9.D. SELLING SHAREHOLDERS

Not applicable.

9.E. DILUTION

Not applicable.

9.F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10.A. SHARE CAPITAL

Not applicable.

10.B. CONSTITUTION

The information required by this section, including a summary of certain material provisions of the Company’s Constitution and

of the Singapore Companies Act, in effect as of the date of this annual report insofar as they relate to the material terms of the

Company’s Shares, is included in Exhibit 2.2 “Description of securities registered under section 12 of the Exchange Act” to this

annual report. A copy of the complete text of the Company’s Constitution is filed as Exhibit 1.1 to this annual report.

10.C. MATERIAL CONTRACTS

Heads of Agreement between Avance Gas Holding Ltd and the Company – Acquisition of 12 VLGCs from Avance Gas

The Company, as buyer, and Avance Gas Holding Ltd, as seller, entered into a Heads of Agreement on 15 August 2024, which

sets forth the overarching and coordinating terms and conditions for the sale by the seller and purchase by the buyer of 12 VLGCs.

The total consideration payable by the buyer for the purchase of the 12 VLGCs is US$1,050,000,000, which shall be settled by

way of (i) the transfer from the buyer to the seller of 19,282,000 shares in the Company, and (ii) the payment of US$717,385,000 in

cash by the buyer to the seller, subject to terms and conditions set out therein and established in separate memoranda of agreement for

each vessel entered into on the date of signing of the Heads of Agreement and in agreements made between the parties and the lessor

for the novation of the bareboat charters relating to two of the vessels.

Pursuant to the Heads of Agreement, the 12 VLGCs will be delivered between the date of agreement and 31 December 2024. On

or prior the delivery of each VLGC, the buyer shall pay the purchase price for each vessel as follows:

• The buyer shall pay the cash portion relating to that vessel to the seller, and

• The buyer shall transfer the ownership to the consideration shares, having a value of the number of consideration shares times

the share price of US$17.25, to the seller.

Facility agreement for US$460,000,000 revolving credit facility

See “Item 5. Operating and Financial Review and Prospects – 5.B Liquidity and Capital Resources –Capital Resources and

Indebtedness – US$460,000,000 Revolving Credit Facility”.

Shareholder Rights Agreement

In connection with the Listing, the Company has entered into the Shareholder Rights Agreement with BW Group.

Pursuant to the Shareholder Rights Agreement, BW Group has the right to designate members to the Board of Directors as

follows:

• until the date on which BW Group and its controlled affiliates cease to beneficially own at least 10% of the outstanding

shares in the Company, BW Group is entitled to designate one designee to be nominated by the Company to the Board of

Directors;

• until the date on which BW Group and its controlled affiliates cease to beneficially own at least 20% of the outstanding

shares in the Company, BW Group is entitled to designate a total of two designees to be nominated by the Company to the

Board of Directors; and

• until the date on which BW Group and its controlled affiliates cease to beneficially own at least 30% of the outstanding

shares in the Company, BW Group is entitled to designate a proportionate number of nominees to be presented for election

by the Company’s shareholders, as follows: (i) when the total number of directors on the Board of Directors is even, BW

Group may designate a number of directors equal to one-half of the total number of directors minus one, and (ii) when the

total number of directors on the Board of Directors is odd, BW Group may designate a number of directors equal to the total

number of directors minus one multiplied by 0.5.

Further, pursuant to the terms of the Shareholder Rights Agreement, BW Group has agreed that it shall not, and shall cause its

controlled affiliates not to, transfer any shares of voting securities of the Company without the prior written consent of the Company

to (i) any person or any shareholder group in an amount constituting 15% or more of the voting securities of the Company then

outstanding or (ii) any person or shareholder that, immediately following such transfer, would beneficially own in the aggregate 15%

or more of the voting securities of the Company then outstanding.

BW Group also has the following demand and piggyback registration rights with respect to its Shares pursuant to the Shareholder

Rights Agreement:

• BW Group and its controlled affiliates have the right, subject to certain conditions and exceptions, to request that the

Company file a registration statement with the SEC for the sale and offer of all or part of the Shares held by BW Group and

its controlled affiliates, and the Company shall use commercially reasonable efforts to cause any such registration statement

to become effective as promptly as practicable; and

• If the Company proposes to file a registration statement under the Securities Act in connection with a public offering of its

equity securities, the Company shall offer BW Group and its controlled affiliates the opportunity to register such number of

Shares as BW Group and its controlled affiliates may request, subject to certain conditions and exceptions.

All expenses of registration under the Shareholder Rights Agreement, including the legal fees of counsel retained by BW Group

and its controlled affiliates, will be paid by the Company.

The Shareholder Rights Agreement requires the Company to provide a standard indemnity to BW Group and its controlled

affiliates against any claims relating to any untrue statement of a material fact (or omission of a material fact) in any registration

statement or prospectus. The Shareholder Rights Agreement also requires BW Group and its controlled affiliates to indemnify the

Company with respect to any untrue statement of a material fact (or omission of a material fact) in any registration statement or

prospectus, if such statement or omission was made in reliance upon and in conformity with written information furnished to the

Company by BW Group and its controlled affiliates specifically for the use therein.

The registration rights are subject to customary restrictions such as the number of registrations, minimum offering sizes, blackout

periods and, if a registration is underwritten, any limitations on the number of Shares to be included in the underwritten offering as

advised by the managing underwriter.

The Shareholder Rights Agreement will terminate, unless provided otherwise therein, on the earlier of the date that BW Group

and its controlled affiliates collectively beneficially own less than 10% of the total issued and outstanding common shares of the

Company or are free to sell their common shares without restriction under Rule 144 of the Securities Act.

Other than as described above, as of 31 December 2024, the Group has not entered into any material contracts other than in the

ordinary course of business.

10.D. EXCHANGE CONTROLS

Generally, there are currently no exchange control restrictions applicable in Singapore.

10.E. TAXATION

Material Singapore Tax Considerations

The following discussion is a summary of material Singapore income tax, goods and services tax (“GST”) and stamp duty

considerations relevant to the acquisition, ownership and disposition of the Shares.

The statements made herein regarding taxation are general in nature and based upon certain aspects of the current tax laws of

Singapore and administrative guidelines issued by the relevant authorities in force as of the date hereof and are subject to any changes

in such laws or administrative guidelines or the interpretation of such laws or guidelines occurring after such date, which changes

could be made on a retrospective basis. The statements made herein do not purport to be a comprehensive or exhaustive description of

all of the tax considerations that may be relevant to a decision to acquire, own or dispose of the Shares and do not purport to deal with

the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special

rules. Prospective shareholders are advised to consult their own tax advisers as to the Singapore or other tax consequences of the

acquisition, ownership of or disposal of the Shares, taking into account their own particular circumstances. The statements below are

based upon the assumption that the Company is a tax resident in Singapore for Singapore income tax purposes after the

redomiciliation and the Company (including its subsidiaries) do not own any Singapore residential properties. It is emphasized that

neither the Company nor any other persons involved in this annual report accepts responsibility for any tax effects or liabilities

resulting from the redomiciliation, the acquisition, holding or disposal of the Shares.

Income Taxation Under Singapore Law

Dividends or Other Distributions with Respect to Shares

Singapore does not impose withholding tax on dividend distributions for both resident and non-resident shareholders. Under the

one-tier corporate tax system, dividends paid by a Singapore tax resident company will be tax exempt in the hands of a shareholder,

whether or not the shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident.

Generally, a company is regarded as tax resident in Singapore if the control and management of the company’s business is

exercised in Singapore. Control and management is defined as the making of decisions on strategic matters, such as those concerning

the company’s policy and strategy. Usually, the location of the company’s board of directors meetings where strategic decisions are

made determines where the control and management is exercised. However, under certain scenarios, holding board of directors

meetings in Singapore may not be sufficient and the IRAS will consider other factors to determine if the control and management of

the business is indeed exercised in Singapore.

Capital Gains upon Disposition of Shares

Under current Singapore tax laws, there is generally no tax on capital gains while gains of an income nature would be subject to tax at

the prevailing income tax rate. There are no specific laws or regulations which deal with the characterization of whether a gain is

income or capital in nature. Gains arising from the disposal of the Shares may be construed to be of an income nature and subject to

Singapore income tax, if they arise from activities which may be regarded as the carrying on of a trade or business in Singapore (the

IRAS would look at the various factors such as the motive, the holding period, the frequency of transactions, the nature of the subject

matter, the circumstances of realization, the mode of financing and other factors to determine the nature of the trade). Such gains, even

if they do not arise from an activity in the ordinary course of trade or business or from an ordinary incident of some other business

activity, may also be considered gains or profits of an income nature if the investor had the intention or purpose of making a profit at

the time of acquisition of the Shares. As the circumstances of each prospective investor will vary from one another, each prospective

investor should consult an independent tax advisor on the Singapore income tax and other tax consequences that will apply to their

individual circumstances.

Subject to specified exceptions, under section 13W of the Singapore Income Tax Act, there is a safe harbour rule where there is

exempt from tax any gains or profits derived by a divesting company the disposal of ordinary shares in an investee company which are

legally and beneficially owned by the divesting company immediately before the disposal, being a disposal (a) during the period

between 1 June 2012 to 31 December 2027 (both dates inclusive); and (b) after the divesting company has, at all times during a

continuous period of at least 24 months ending on the date immediately prior to the date of disposal of such shares, legally and

beneficially owned at least 20% of the ordinary shares in that investee company. The safe harbour rule only applies if the divesting

company provides, at the time of lodgement of its return of income for the year of assessment relating to the basis period in which the

disposal occurs, or within such further time as the IRAS may allow, such information and supporting documents as may be specified

by the IRAS. The Singapore Minister for Finance has announced in Budget 2025 that, inter alia, the temporary safe harbour rule will

be made permanent by removing the sunset date of December 31, 2027, and that the assessment of the shareholding threshold

condition will be allowed to be done “on a group basis” for disposal gains derived on or after 1 January 2026.

For shareholders who are subject to Singapore income tax treatment under section 34A or 34AA of the Singapore Income Tax

Act in relation to the adoption of Financial Reporting Standard 39 (Financial Instruments: Recognition and Measurement) (“FRS 39”),

Financial Reporting Standard 109 (Financial Instruments) (“FRS 109”), or Singapore Financial Reporting Standard (International) 9

(Financial Instruments) (“SFRS(I) 9”) for accounting purposes, they may be required to recognize for Singapore income tax purposes

gains or losses (not being gains or losses in the nature of capital) even though no sale or disposal of the Shares has been made.

Shareholders who may be subject to such provisions should consult their own accounting and tax advisers regarding the Singapore

income tax consequences of their acquisition, ownership and disposition of the Shares arising from the adoption of FRS 39, FRS 109,

or SFRS(I) 9.

Notwithstanding the above, foreign investors may claim that the gains from disposition of their Shares are not sourced or received

in Singapore (so that such gains will not be subject to Singapore income tax) if (i) the foreign investor is not a tax resident in

Singapore, (ii) the foreign investor does not maintain a permanent establishment in Singapore, to which the disposition gains may be

effectively connected, and (iii) the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.)

leading up to the actual acquisition and sale of the Shares is performed outside of Singapore.

However, it should be noted that under section 10L of the Singapore Income Tax Act, gains from the sale or disposal by an entity

of a relevant group (hereinafter referred to as a “seller entity”) of any movable or immovable property situated outside Singapore at

the time of such sale or disposal (hereinafter referred to as a “foreign asset”), and received in Singapore from outside Singapore on or

after 1 January 2024 will be treated as income chargeable to income tax under specific circumstances including where such gains are

derived by a seller entity without adequate economic substance in Singapore. A foreign asset includes any shares issued by a company

which is incorporated outside Singapore. The Shares may be regarded as a “foreign asset” under section 10L. The gains from the sale

or disposal of any foreign asset are treated as received in Singapore from outside Singapore if: (a) any amount of such gains is

remitted to, transmitted or brought into, Singapore; (b) any amount of such gains is applied towards satisfaction of any debt incurred

in respect of a trade carried in Singapore; or (c) any amount of such gains is applied to the purchase of any moveable property which

is brought into Singapore. A seller entity which may be subject to section 10L should consult their own tax advisers regarding the

Singapore tax consequences of the sale or disposal of the Shares arising from the introduction of section 10L. It should also be noted

that section 10L overrides the safe harbour rule under section 13W of the Singapore Income Tax Act 1947.

Singapore has implemented the Income Inclusion Rule (“IIR”) and the Domestic Top-up Tax (“DTT”) under Pillar Two of the

OECD BEPS 2.0 initiative through the enactment of the Multinational Enterprise (Minimum Tax) Act 2024. The IIR imposes a top-up

tax on a relevant Singapore parent entity of a multinational enterprise (“MNE”) group with respect to its ownership interests in a low-

taxed constituent entity that has an effective tax rate (determined for the MNE group on a jurisdictional basis) that is below 15%. The

DTT tops up the effective tax rate of in-scope MNE groups in respect of the profits of their group entities that are operating in

Singapore to 15%. Both the DTT and the IIR will apply to business profits of MNE groups with annual group revenue of at least €750

million, as reflected in the consolidated financial statements of the ultimate parent entity, for financial years starting on or after 1

January 2025. The Singapore Ministry of Finance has reserved its position on the Undertaxed Profits Rule, and stated that this will be

considered at a later stage as it focuses on implementing the IIR and the DTT for the time being.

Goods and Services Tax

Issuance and transfer of ownership of shares is exempt from GST. Services such as brokerage and handling services rendered by a

GST-registered person to an investor belonging in Singapore in connection with the investor’s purchase or transfer of the Shares will

be subject to GST at the prevailing standard-rate (currently at 9.0%). Similar services rendered contractually to and directly for the

benefit of an investor belonging outside Singapore should be zero-rated (i.e. charged at 0% GST) provided that the investor is not

physically present in Singapore at the time the services are performed.

Stamp Duty

Where the Shares are evidenced in certificated forms are transferred and an instrument of transfer is executed (whether physically

or in the form of an electronic instrument) in Singapore or outside Singapore and which is received in Singapore, stamp duty is

payable on the instrument of their transfer at the rate of 0.2% of the consideration or market value of the Shares, whichever is higher.

The Singapore stamp duty is typically borne by the purchaser unless there is an agreement to the contrary.

Where an instrument of transfer (including electronic documents) is executed outside Singapore, stamp duty may be payable if the

instrument of transfer is executed outside Singapore and is received in Singapore. The stamp duty is borne by the purchaser unless

there is an agreement to the contrary. An electronic instrument that is executed outside Singapore is considered received in Singapore

if (a) it is retrieved or accessed by a person in Singapore; (b) an electronic copy of it is stored on a device (including a computer) and

brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore. Stamp duty is payable within 14 days of

the date of execution of the instrument, if it is executed in Singapore or within 30 days after receiving the instrument in Singapore, if it

was executed elsewhere.

Tax Treaties regarding Withholding Taxes

There is no comprehensive avoidance of double taxation agreement between the United States and Singapore.

Material US Federal Income Tax Considerations

The following is a summary of material US federal income tax considerations that are likely to be relevant to the purchase,

ownership and disposition of the Shares by a US Holder (as defined below).

This summary is based on provisions of the Code, and regulations, rulings and judicial interpretations thereof, in force as of the

date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in US federal income tax

consequences that may be different from those summarised below.

This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s

decision to purchase, hold or dispose of Shares. In particular, this summary is directed only to US Holders that hold Shares as capital

assets and does not address particular tax consequences that may be applicable to US Holders who may be subject to special tax rules,

such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life

insurance companies, tax-exempt entities, regulated investment companies, entities or arrangements that are treated as partnerships for

US federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of the Company’s stock

by vote or value, persons holding Shares as part of a hedging or conversion transaction or a straddle, or US persons whose functional

currency is not the US dollar. Moreover, this summary addresses only US federal income tax consequences, and does not address

consequences arising under state, local or foreign tax laws, the US federal estate or gift tax laws, the Medicare contribution tax

applicable to net investment income of certain non-corporate US Holders, or alternative minimum tax consequences of acquiring,

holding or disposing of Shares.

For purpose of this summary, a “US Holder” is a beneficial owner of Shares that is a citizen or resident of the United States or a

US domestic corporation or that otherwise is subject to US federal income taxation on a net income basis in respect of such Shares.

You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the Shares,

including the relevance to your particular situation of the considerations discussed below and any consequences arising under

foreign, state, local or other tax laws.

Taxation of Dividends

Subject to the discussion below under “— Passive Foreign Investment Company Status,” the gross amount of any distribution of

cash or property with respect to the Shares that is paid out of the Company’s current or accumulated earnings and profits (as

determined for US federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on

the day on which you receive the dividend and will not be eligible for the dividends-received deduction allowed to corporations under

the Code.

The Company does not expect to maintain calculations of its earnings and profits in accordance with US federal income tax

principles. US Holders therefore should expect that distributions generally will be treated as dividends for US federal income tax

purposes.

The US dollar amount of dividends received by an individual with respect to the Shares will be subject to taxation at a preferential

rate if the dividends are “qualified dividends.” Subject to certain exceptions for short-term positions, dividends paid on the Shares will

be treated as qualified dividends if:

• the Shares are readily tradable on an established securities market in the United States; and

• the Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the

dividend is paid, a PFIC.

The Shares are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so

long as they are so listed. Based on the Financial Statements and relevant market and shareholder data, the Group believes that the

Company was not treated as a PFIC for US federal income tax purposes with respect to its 2024 or 2023 taxable years. In addition,

based on the Financial Statements and the Group’s current expectations regarding the value and nature of its assets, the sources and

nature of its income, and relevant market and shareholder data, the Group does not anticipate the Company becoming a PFIC for the

current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the availability of the

reduced dividend tax rate in light of their own particular circumstances.

Dividend distributions will constitute income from sources without the United States and, for US Holders that elect to claim

foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.

US Holders that receive distributions of additional shares or rights to subscribe for shares as part of a pro rata distribution to all

the shareholders generally will not be subject to US federal income tax in respect of the distributions, unless the US Holder has the

right to receive cash or property, in which case the US Holder will be treated as if it receives cash equal to the fair market value of the

distribution.

Taxation of Dispositions of Shares

Subject to the discussion below under “— Passive Foreign Investment Company Status,” upon a sale, exchange or other taxable

disposition of the Shares, US Holders will realise gain or loss for US federal income tax purposes in an amount equal to the difference

between the amount realised on the disposition and the US Holder’s adjusted tax basis in the Shares, as determined in US dollars.

Such gain or loss will be capital gain or loss, and will generally be long-term capital gain or loss if the Shares have been held for more

than one year. Long-term capital gain realised by a US Holder that is an individual generally is subject to taxation at a preferential

rate. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Status

Special US federal income tax rules apply to a US Holder that holds stock in a foreign corporation classified as a passive foreign

investment company, or a PFIC, for US federal income tax purposes. In general, the Company will be treated as a PFIC with respect

to a US Holder if, for any taxable year in which such US Holder held the Shares, either:

• at least 75% of the Company’s gross income for such taxable year consists of passive income (e.g. dividends, interest, capital

gains and rents derived other than in the active conduct of a rental business), or

• at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the

production of, passive income.

For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and owning its

proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the

value of the subsidiary’s stock. Income earned, or deemed earned, by the Company in connection with the performance of services

would generally not constitute passive income. By contrast, rental income would generally constitute passive income unless the

Company is treated under specific rules as deriving its rental income in the active conduct of a trade or business.