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EGM - Odfjell Drilling Ltd - Notice of Annual General Meeting - Attachment: Odfjell Drilling Ltd - 2025 AGM Notice _ Proxy - 16 June 2025.pdf

Company: Odfjell Drilling Date: 2025-05-26 Language: English Register to download
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# **Odfjell Drilling Ltd**

# **NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS – 16 June 2025**

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:

# A G E N D A

- 1. Opening the meeting.
- 2. Confirmation of notice and quorum.
- 3. Election of a meeting chair.
- 4. Presentation of Auditors' Report and consolidated financial statements for the year ended 31 December 2024. The audited financial statements, approved by the board of directors, are posted on the Company's website at [www.odfjelldrilling.com](http://www.odfjelldrilling.com/) under "Investor Relations".

#### **Proposals:**

- Proposal 1: To re-elect Helene Odfjell, Simen Lieungh, Harald Thorstein, Knut Hatleskog and Alasdair Shiach as Directors of the Company to hold office until the next Annual General Meeting of the Company or until their respective successors have been elected or appointed or their office is otherwise vacated.
- Proposal 2: To appoint KPMG as the auditors of the Company and to authorise the Company's Board of Directors to determine their remuneration.
- Proposal 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.
- Proposal 4: To approve the Executive Remuneration Report 2024 which was included in the Annual Report for the year ended 31 December 2024.

# *Please refer to Appendix A for a full explanation of the Proposal set out herein.*

BY ORDER of the Board of Directors Dated: 26 May 2025 James McGlone, for Conyers Corporate Services (Bermuda) Limited Company Secretary

Notes:

- *1. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy is received by DNB Carnegie, Issuer and Investor Services, Oslo no later than 12 June 2025 at 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: [vote@dnb.no](mailto:vote@dnb.no) within the aforementioned date and time.*
- *2. A Form of Proxy is enclosed for use by holders of shares held through the Norwegian Central Securities Depository (VPS) in connection with the business set out above.*
- 3. *Odfjell Drilling Ltd is an exempted company limited by shares, incorporated under the laws of Bermuda. As per the date of this notice, the Company has an authorised voting share capital of 280,000,000 common shares, of which 239,807,088 common shares are in issuance and outstanding. Each share represents one voting right. The common shares do also carry equal rights in other respects. As per the date of this notice, the Company does not own any treasury shares for which voting rights cannot be exercised.*

# **APPENDIX A**

# **INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") OF ODFJELL DRILLING LTD TO BE HELD on 16 June 2025**

**-------------------------------------------------------------------------------------------------------------------------------**

#### **PRESENTATION OF FINANCIAL STATEMENTS**

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](http://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: [IR@odfjelldrilling.com](mailto:IR@odfjelldrilling.com)

#### **COMPANY PROPOSALS**

#### **PROPOSAL 1 – TO RE-ELECT THE BOARD OF DIRECTORS**

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 |

#### **PROPOSAL 2 – APPOINTMENT OF INDEPENDENT AUDITORS**

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.

#### **PROPOSAL 3 – TO APPROVE DIRECTORS' FEES**

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.

### **PROPOSAL 4 – TO APPROVE THE EXECUTIVE REMUNERATION REPORT**

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.

#### **OTHER BUSINESS**

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

## **FORM OF PROXY**

# **Odfjell Drilling Ltd** (the "Company")

# **Proxy Solicited for Annual General Meeting on 16 June 2025**

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<br>as a Director of the Company                                                                                                 |     |         |         |
| 1 (b) | To re-elect Simen Lieungh as a Director of the Company                                                                                                     |     |         |         |
| 1 (c) | To re-elect Harald Thorstein<br>as a Director of the Company                                                                                               |     |         |         |
| 1 (d) | To re-elect Knut Hatleskog<br>as a Director of the Company                                                                                                 |     |         |         |
| 1 (e) | To re-elect Alasdair Shiach<br>as a Director of the Company                                                                                                |     |         |         |
| 2     | To appoint KPMG<br>AS as the auditors of the Company and to<br>authorise the Company's Board of Directors to determine their<br>remuneration               |     |         |         |
| 3     | To approve the remuneration of the Company's Board of<br>Directors up to a total amount of fees not to exceed US\$300,000<br>for the year to 30 June 2025. |     |         |         |
| 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[: vote@dnb.no](mailto:vote@dnb.no) within the aforementioned date and time.