Pre-Annual General Meeting Information • Jul 1, 2025
Pre-Annual General Meeting Information
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NOTICE IS HEREBY given that a Special General Meeting of Shareholders of Odfjell Drilling Ltd (the "Company") will be held on 22 July 2025 at 1:00 p.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: 1 July 2025 James McGlone, for Conyers Corporate Services (Bermuda) Limited Company Secretary
Notes:
LEGAL - 26393927.1
Based on the recommendation of the Board of Directors, it is proposed that the Executive Remuneration Policy amendments to include a share option program for directors be approved. The amended Executive Remuneration Policy is enclosed at Appendix B.
The basis for the awards is, amongst other, the recipients' position in the Company. Any options awarded will, subject to the participant's continued appointment as Chair of the Board of the Company, and will vest in equal instalments over a period of 3 years after grant.
Delivery of shares by exercising the options will take place from the Company's pool of treasury shares or by issuing additional shares within the Company's authorised share capital, or if an insufficient number of treasury shares exist, it will be settled by cash payment of an equivalent value.
The purpose of the long-term incentive plan is to further align the interests of the Company, its subsidiaries and its shareholders with the interests of officers of the Company who can contribute materially to the success and profitability of the Company. Such awards will recognise individual contributions and give participants in the plan an interest in the Company parallel to that of the shareholders, thus enhancing the proprietary and personal interest in the Company's continued success and progress.
The Board of Directors has allocated options according to the plan to the following insider in the Company:
Simen Lieungh, Chair of the Board, has been awarded 250,000 options in the Company.
WHEREAS, it is proposed that the Company amend the Executive Remuneration Policy to include a share option program for directors, the form of which was presented to this meeting and is annexed hereto as Appendix "B".
RESOLVED THAT the amended Executive Remuneration Policy, be and is hereby authorised and approved.
WHEREAS, it is proposed that pursuant to the amended Executive Remuneration Policy, the Company authorise a grant of 250,000 share options to Simen Lieungh.
RESOLVED THAT the grant of 250,000 share options to Simen Lieungh, be and are hereby authorised and approved.
James McGlone for Conyers Corporate Services (Bermuda) Limited Company Secretary
1 July 2025 Hamilton, Bermuda
LEGAL - 26393927.1
Executive Remuneration Policy
LEGAL - 26393927.1
(the "Company")
The undersigned hereby authorise, constitute and appoint ______________________________________
or the Chair of the Meeting, or failing him/her, any individual duly appointed by the Chair of the Meeting, to represent the undersigned at the Special General Meeting of shareholders of the Company to be held at Prime View, Prime Four Business Park, Kingswells, Aberdeen AB15 8PU, Scotland on 22 July 2025 at 1:00 p.m. (local time),or at any adjournment thereof, for the purposes set forth below and in the Notice of Special General Meeting issued by the Company on 1 July 2025.
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X Please mark your votes as in this example.
| Item | Resolutions | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|
| 1 | RESOLVED THAT the amended Executive Remuneration Policy, be and is hereby authorised and approved. |
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| 2 | RESOLVED THAT the grant of 250,000 share options to Simen Lieungh, be and are hereby authorised and approved. |
Alternatively:
I will attend the Annual General Meeting in person and vote my/our shares.
Name of shareholder in block letters: ________________________________________________________________
| Signature(s)_ | |
|---|---|
| --------------- | -- |
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 DNB Carnegie, Issuer and Investor Services, Oslo, not later than 18 July 2025, 10:00 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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