Borr Drilling — AGM Information 2018

Sep 3, 2018

BORR DRILLING LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS SEPTEMBER 25, 2018

NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of Borr Drilling Limited (the "Company") will be held on September 25, 2018 at 9:00 a.m. at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, for the following purposes, all of which are more completely set forth in the accompanying information statement:

To confirm quorum and approve of the notice of the meeting.

To receive the financial statements of the Company for the year ended December 31, 2017.

To consider the following Company proposals:

• 1. To set the maximum number of directors of the Company until the next Annual General Meeting of the Company at 7.
• 1. To re-elect Tor Olav Trøim as a Director of the Company.
• 1. To re-elect Fredrik Halvorsen as a Director of the Company.
• 1. To re-elect Jan A. Rask as a Director of the Company.
• 1. To re-elect Patrick Schorn as a Director of the Company.
• 1. To authorize the Board to fill any casual vacancies in the Board.
• 1. To approve remuneration of the Company's Board of Directors of a total amount of fees not to exceed USD 800,000.00 for the period from the general meeting until the annual general meeting in 2019.

By Order of the Board of Directors

Quinelle Kumalae Company Secretary

Dated: September 3, 2018.

Notes:

• 1. The Board of Directors has fixed the close of business on August 31, 2018, as the record date for the determination of the shareholders who shall be entitled to attend and vote at the Annual General Meeting or any adjournment thereof.
• 2. 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 notarially-certified copy of that power of attorney, is received by the Company's registrar, DNB Bank ASA, no later than by close of business (in Oslo, Norway) on September 20, 2018.
• 3. Each of the proposals set forth above shall be settled by an Ordinary Resolution, approval of which will require the affirmation vote of a majority of the votes cast.
• 4. A Form of Proxy is enclosed for use by Shareholders in connection with the business set out above.

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") OF BORR DRILLING LIMITED TO BE HELD ON SEPTEMBER 25, 2018

PRESENTATION OF FINANCIAL STATEMEMENTS

_________________________________________________________________________________

In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended December 31, 2017 will be presented at 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 audited consolidated financial statements of the Company for the year ended December 31, 2017 are available on the Company's website at www.borrdrilling.com. Shareholders can request a hard copy free of charge upon request by writing to us at: Thistle House, 4 Barnaby Street, Hamilton, HM11, Bermuda, or send an e-mail to: borrdrilling@borrdrilling.com

COMPANY PROPOSALS

PROPOSALS 1, 2, 3, 4, 5 and 6 - ELECTION OF DIRECTORS

The Board proposes that the number of directors is set at 7, that the unfilled seats are deemed casual vacancies and that the Board is authorized to fill them if and when suitable candidates are identified, the aim being to supplement the Board's overall competence and experience.

The Board has nominated the four persons listed below for selection as Directors of the Company. All nominees are presently members of the Board of Directors.

All of the nominees meet the independence standard for directors recommended by the Norwegian Code of Corporate Governance and the Oslo Stock Exchange (on which the Company's share is listed).

As provided in the Company's Bye-laws, each Director shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

Nominees for Election to the Company's Board of Directors

Name	Age	Director since	Position with the Company
Tor Olav Trøim	55	2016	Director
Fredrik Halvorsen	44	2016	Director
Jan A. Rask	63	2017	Director
Patrick Schorn	50	2017	Director

Tor Olav Trøim has served as a director of the Company since its incorporation in August 2016 and is currently chairman of the board. Mr Trøim graduated with a M.Sc Naval Architect from the University of Trondheim, Norway in 1985. He was formerly an Equity Portfolio Manager with Storebrand ASA (1987- 1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS (1992-1995). Mr Trøim was a director of Seatankers Management in Cyprus from 1995 until September 2014. Mr Trøim has served as a director of a number of public companies including Frontline Limited, Golden Ocean Group Limited, Archer Limited, Marine Harvest ASA and SapuraKencana Petroleum Berhad. He currently holds controlling interests in Magni Partners (Bermuda) Ltd. and Magni Partners Limited. He also serves as a director in Stolt-Nielsen Limited and Vålerenga Fotball AS.

Fredrik Halvorsen has served a director since its incorporation in August 2016. He is the founder of Ubon Partners, a private investment company focused on technology and growth companies. He was CEO of Seadrill Limited from October 2012 until July 2013 and worked for Frontline Corporate Services Ltd. from October 2010 until July 2013. Prior to this, Mr Halvorsen held various roles including CEO of Tandberg ASA (until the Company was sold to Cisco Systems), senior positions at Cisco Systems Inc. as well as at McKinsey & Company.

Jan A. Rask has served as a director since August 2017. Mr Rask has worked in the shipping and oil service industries for approximately 30 years. He has held executive positions in TODCO, Pride International, Marine Drilling Companies and Arethusa (Offshore) Limited. Mr Rask holds a Bachelor degree from Stockholm School of Economics and Business Administration.

Patrick Schorn has served as a director since January 2018. Mr Schorn is the Executive Vice President Wells for Schlumberger Limited. Prior to his current role, he held various global management positions (including President of Operations) for Schlumberger Limited. He began his career with Schlumberger in 1991 as a Stimulation Engineer in Europe. Mr Schorn holds a Bachelor of Science degree in Oil and Gas Technology from the University "Noorder Haaks" in Den Helder, the Netherlands.

PROPOSAL 7 – TO APPROVE DIRECTORS' REMUNERATION

At the Meeting the Shareholders will be asked to approve remuneration to the Company's Board of Directors of a total amount not to exceed USD 800,000.00 for the period from the date of the meeting until the annual general meeting in 2019.

OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in this Notice. Should any additional matters come before the Annual General Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgement of the person or persons named in the proxy.

By Order of the Board of Directors

Quinelle Kumalae Company Secretary

September 3, 2018 Hamilton, Bermuda

Borr Drilling Limited (the "Company") Form of Proxy for use at Annual General Meeting to be held on September 25, 2018.

I/We …………………………………………………………………………………………….

of ……………………………………………………………………………………………….

being (a) holder(s) of …………………………… Ordinary Shares of the above-named Company on the record date of August 31, 2018 hereby appoint the duly appointed Chairman of the meeting or ………………………………………………. to act as my/our proxy at the Annual General Meeting of the Company to be held on September 25, 2018 or at any adjournment thereof, and to vote on my/our behalf as directed below.

Proposals		Against	Abstain
1. To set the maximum number of directors of the Company at 7 until the next Annual General Meeting
2. To re-elect Tor Olav Trøim as a Director of the Company
3. To re-elect Fredrik Halvorsen as a Director of the Company
4. To re-elect Jan A. Rask as a Director of the Company
5. To re-elect Patrick Schorn as a Director of the Company
6. To authorize the Board to treat any vacancies in the Board as casual vacancies and to fill such vacancies
7. To approve remuneration of the Company's Board of Directors of a total amount of fees not to exceed USD 800,000.00 for the period from the date of the meeting until the date of the annual general meeting in 2019.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.

Date …………………… Signature ………………………………………………………….

Notes:

• 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.
• 2. Proxies appointed by a single Shareholder need not exercise all such Shareholder's votes in the same manner.
• 3. In the case of joint holders, the vote of the senior 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 Company's Sub-Register of Members in the VPS-system.
• 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.
• 5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place above, reference to the Chairman deleted and the alteration initialed.
• 6. This proxy should be completed and sent to the Company's registrar, DNB Bank ASA, at the following address by close of business in Oslo, Norway, on September 20, 2018 at the latest.

DNB Bank ASA, Issuer Service PO Box 1600 Sentrum 0021 Oslo, Norway Or via e-mail to: issuerservices.no@dnb.no