Pre-Annual General Meeting Information • May 26, 2025
Pre-Annual General Meeting Information
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NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of Odfjell Drilling Ltd (the "Company") will be held on 16 June 2025 at 9:00 a.m. (local time), at Prime View, Prime Four Business Park, Kingswells, Aberdeen AB15 8PU, Scotland, for the following purposes, all of which are more completely set forth in the accompanying information statement:
BY ORDER of the Board of Directors Dated: 26 May 2025 James McGlone, for Conyers Corporate Services (Bermuda) Limited Company Secretary
Notes:
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In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended 31 December 2024 will be presented at, and laid before, the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.
The Company's audited consolidated financial statements contained in its Annual Report 2024 are available on the Company's website at www.odfjelldrilling.com under "Investor Relations". If you would like to receive a hard copy of the Annual Report 2024, please request a copy by email to: [email protected]
Based on the recommendation of the Board of Directors, it is proposed that the following persons be re-elected to the Company's Board of Directors:
| Helene Odfjell | Director |
|---|---|
| Simen Lieungh | Director |
| Harald Thorstein | Director |
| Knut Hatleskog | Director |
| Alasdair Shiach | Director |
Based on the recommendation of the Board of Directors, it is proposed that KPMG be reappointed as the auditors of the Company and that the Company's Board of Directors be authorised to determine their remuneration.
Based on the recommendation of the Board of Directors, it is proposed that the remuneration of the Company's Board of Directors be authorised up to a total amount of fees not to exceed US\$300,000 for the year to 30 June 2025.
Based on the recommendation of the Board of Directors, it is proposed that the Executive Remuneration Report 2024 be approved. The independent auditor's assurance report on the report on salary and other remuneration to directors is enclosed as Appendix B.
Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting.
The Board of Directors of the Company has determined that Members of record at 11:00 GMT +1 on 11 June 2025 will be entitled to vote at the aforesaid meeting and at any adjournment thereof.
By Order of the Board of Directors James McGlone for Conyers Corporate Services (Bermuda) Limited Company Secretary
26 May 2025 Hamilton, Bermuda
The undersigned hereby authorise, constitute and appoint ______________________________________ or the Chair of the Meeting, or failing him or her, any individual duly appointed by the Chair of the Meeting, to represent the undersigned at the Annual General Meeting of shareholders of the Company to be held at Prime View, Prime Four Business Park, Kingswells, Aberdeen AB15 8PU, Scotland, United Kingdom on 16 June 2025 at 9:00 a.m. (local time),or at any adjournment thereof, for the purposes set forth below.
X Please mark your votes as in this example.
| Item | Resolutions | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|
| 1 (a) | To re-elect Helene Odfjell as a Director of the Company |
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| 1 (b) | To re-elect Simen Lieungh as a Director of the Company | |||
| 1 (c) | To re-elect Harald Thorstein as a Director of the Company |
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| 1 (d) | To re-elect Knut Hatleskog as a Director of the Company |
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| 1 (e) | To re-elect Alasdair Shiach as a Director of the Company |
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| 2 | To appoint KPMG AS as the auditors of the Company and to authorise the Company's Board of Directors to determine their remuneration |
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| 3 | To approve the remuneration of the Company's Board of Directors up to a total amount of fees not to exceed US\$300,000 for the year to 30 June 2025. |
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| 4 | To approve the Executive Remuneration Report 2024. |
Alternatively:
I will attend the Annual General Meeting in person and vote my/our shares.
Name of shareholder in block letters: ________________________________________________________________
Signature(s)_________________________________________________________Date:________________________
Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.
No Shareholder shall be entitled to attend (in person or by proxy) unless this Proxy is received by DNB Carnegie, Issuer and Investor Services, Oslo, not later than 12 June 2025, 12:00 hours Central European Time. The address of DNB is: DNB Carnegie, Issuer and Investor Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Carnegie, Issuer and Investor Services, Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the Proxy by e-mail to e-mail address: [email protected] within the aforementioned date and time.
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