1. |
To set the maximum number of Directors to be not more than eight.
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2. |
To elect Mr. Thiago Mordehachvili as Director of the Company, subject to the adoption of Proposal 1.
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3. |
To approve the increase of the Company’s authorized share capital from US$31,500,000.00 divided into 315,000,000 common shares of US$0.10 par value each to US$36,500,000.00 divided into 365,000,000 common shares
of US$0.10 par value each by the authorization of an additional 50,000,000 common shares of US$0.10 par value each.
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Dated:
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July 8th, 2025
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1. |
The Board of Directors has fixed the close of business on July 14th, 2025, as the record date for the determination of the shareholders entitled to attend and vote at the Special General Meeting or
any adjournment thereof.
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2. |
Information concerning solicitation and voting for the SGM, in connection with the business proposals and a Form of Proxy voting for the SGM are available on the Company’s website at www.borrdrilling.com/
under “Investor Relations”. Shareholders can request hard copies free of charge upon request by writing to us at: 2nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda,
or send an e-mail to: ir@borrdrilling.com.
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3. |
No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person* or by proxy, together with the power of attorney or other authority (if any) under which it is
signed, or a copy of that power of attorney certified by a notary public, is sent to the Company Secretary at myoon@borrdrilling.com, to reach the Registered Office by not later than 48 hours before the time for holding the SGM.
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4. |
If a Shareholder chooses to attend the SGM remotely, please contact the Company Secretary at ir@borrdrilling.com no later than 48 hours prior to the SGM, who will provide the Microsoft Teams link and dial in
numbers in advance of the SGM. Additionally, please pre-submit any questions to the Board and these will be answered at the SGM.
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5. |
Approval of the resolutions set out above will require the affirmative vote of a majority of the votes cast.
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6. |
A Form of Proxy is enclosed for use by holders of shares held through the VPS in Norway in connection with the business set out above. All holders of shares registered in the United States should use the
separate Form of Proxy provided.
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Proposals
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For
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Against
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Abstain
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1.
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To set the maximum number of Directors to be not more than eight. | |||
2.
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To elect Mr. Thiago Mordehachvili as Director of the Company, subject to the adoption of Proposal 1. | |||
3.
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To approve the increase of the Company’s authorized share capital from US$31,500,000.00 divided into 315,000,000 common shares of US$0.10 par value each to US$36,500,000.00
divided into 365,000,000 common shares of US$0.10 par value each by the authorization of an additional 50,000,000 common shares of US$0.10 par value each.
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Date
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Signature
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1. |
A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him/her.
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2. |
Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
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3. |
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose,
seniority is determined by the order in which the names stand in the Register of Members.
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4. |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
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5. |
If it is desired to appoint by proxy any person other than the Chairperson of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairperson deleted and the alteration
initialed.
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6. |
This proxy should be completed and sent to the following address by not later than 48 hours before the time for holding the meeting.
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