ALLOCATION TO PRIMARY INSIDERS IN THE RIGHTS ISSUE

19 July 2016

This announcement is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan.

This announcement is not an offer of securities for sale in the United States. The new shares to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States.

BW OFFSHORE: ALLOCATION TO PRIMARY INSIDERS IN THE RIGHTS ISSUE

19 July 2016: Reference is made to the stock exchange announcement made by BW Offshore Limited (the "Company") on 18 July 2016 regarding the final results of the fully underwritten rights issue (the "Rights Issue") by the Company of 8,559,810,000 new common shares of USD 0.01 each (the "Offer Shares") at a subscription price of NOK 0.10 per Offer Share (the "Subscription Price").

The following shareholder represented on the Board of Directors of the Company and the following primary insiders/close relatives of primary insiders of the Company have been allocated Offer Shares in the Rights Issue at the Subscription Price in accordance with the terms set out in the prospectus dated 30 June 2016 and the supplemental prospectus dated 8 July 2016:

BW Group Limited (represented on the Board of Directors of the Company by Andreas Sohmen-Pao (Chairman) and Carsten Mortensen (Board member)) has been allocated 4,274,329,915 Offer Shares and will hold 4,616,642,163 shares in the Company (representing approximately 49.9214% of the votes and shares in the Company) following completion of the Rights Issue.

Christophe Pettenati-Auzière (member of the Board of Directors) has been allocated 9,000,000 Offer Shares and will hold 10,000,000 shares in the Company following completion of the Rights Issue.

Maarten Scholten (member of Board of Directors) has been allocated 7,442,037 Offer Shares and will hold 8,038,037 shares in the Company following completion of the Rights Issue.

Carl Krogh Arnet (Chief Executive Officer) has been allocated 93,638,327 Offer Shares and will hold 101,137,408 shares in the Company following completion of the Rights Issue. In addition, close relatives of Carl Krogh Arnet will hold 4,019,018 shares in the Company following the Rights Issue (ref below). Carl Krogh Arnet and his close relatives will accordingly in total hold 105,156,426 shares in the Company following completion of the Rights Issue.

Hilde Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has been allocated 3,121,660 Offer Shares and will hold 3,371,660 shares in the Company following completion of the Rights Issue.

Johan Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has been allocated 412,059 Offer Shares and will hold 445,059 shares in the Company following completion of the Rights Issue.

Tarald Arnet (a close relative of the Chief Executive Officer Carl K. Arnet) has been allocated 187,299 Offer Shares and will hold 202,299 shares in the Company following completion of the Rights Issue.

Knut Sæthre (CFO) has been allocated 10,836,803 Offer Shares and will hold 10,836,803 shares in the Company following completion of the Rights Issue.

Marco Beenen (Chief Operation Officer) has been allocated 1,300,000 Offer Shares and will hold 1,400,000 shares in the Company following completion of the Rights Issue.

Magda Vakil (Head of Legal) and a close associate of her have been allocated 574,384 and 112,379 Offer Shares, respectively. Following completion of the Rights Issue, Magda Vakil and her close associate will respectively hold 620,384 and 121,379 shares in the Company (741,763 shares in total).

Rune Bjorbekk (Chief Commercial Officer) has been allocated 6,700,000 Offer Shares and will hold 7,000,000 shares in the Company following completion of the Rights Issue.

Ståle Andreassen (SVP Finance) has been allocated 10,613,644 Offer Shares and will hold 11,463,644 shares in the Company following completion of the Rights Issue.

Ketil Eik (SVP Treasury) has been allocated 2,029,730 Offer Shares and will hold 2,179,730 shares in the Company following completion of the Rights Issue.

Christina Chu (Manager Office Management & Administration) has been allocated 26,708 Offer Shares and will hold 28,847 shares in the Company following completion of the Rights Issue.

For further information, please contact:

Knut R. Sæthre, Chief Financial Officer, +47 911 17 876

About BW Offshore:

BW Offshore is a leading global provider of floating production services to the oil and gas industry. BW Offshore has a fleet of 14 owned FPSOs and one FSO represented in all major oil & gas regions world-wide. The company also operates two additional FPSOs. BW Offshore has a long track record on project execution and operations. In more than 30 years of production, BW Offshore has executed 38 FPSO and FSO projects. The company is listed on the Oslo Stock Exchange.

Further information is available on www.bwoffshore.com.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of BW Offshore Limited. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of BW Offshore Limited referred to in this announcement should be based exclusively on the prospectus published by BW Offshore Limited for such purpose.

This announcement and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or publications with a general circulation in the United States. This announcement does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The new shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the new shares in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of BW Offshore Limited and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. BW Offshore Limited assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.