Borr Drilling — AGM Information 2018

Mar 23, 2018

BORR DRILLING LIMITED NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS 5 April 2018

NOTICE IS HEREBY given that a Special General Meeting of the Shareholders of Borr Drilling Limited (the "Company") will be held on 5 April 2018 at 10 a.m., at Thistle House, 4 Burnaby Street, Hamilton, Bermuda for the following purposes and to consider and, if thought fit, pass with or without any amendments, the following resolution:

RESOLUTION: PROPOSED INCREASE IN THE COMPANY'S AUTHORISED SHARE CAPITAL

That, with effect from 12 p.m. (Bermuda time) on 5 April 2018, the authorised share capital of the Company of USD 5,250,000 divided into 525,000,000 ordinary shares of par value USD 0.01 each shall be increased by the creation of 100,000,000 ordinary shares of par value USD 0.01 each, to rank pari passu with the existing ordinary shares in the Company, such that the authorised share capital of the Company thereafter will be USD $6,250,000$ comprised of $625,000,000$ ordinary shares of par value 0.01 each.

The proposal is made by the directors of the Company. The background for the proposal is that the Company's board, at present, has no authorised, unissued shares at its disposal. The board believes that it will be in the best interest of the Company that the board has authority to issue new shares on short notice should an opportunity to make further investments on short notice arise.

By Order of the Board of Directors

Tracy Lange For and on behalf of Quorum Services Limited Secretary

Dated: 23 March 2018

Notes:

• 1. The Board of Directors has fixed the close of business on 23 March 2018 as the record date for the determination of the shareholders entitled to attend and vote at the Special General Meeting or any adjournment thereof.
• 1. No Shareholder as of the record date shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with a power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, has reached the Registered Office by not later than 48 hours before the time for holding the meeting.
• 1. A Form of Proxy is enclosed for use in connection with the business set out above.
• 1. The resolution set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a majority of the votes cast.

VOTING DIRECTION AND PROXY IN RESPECT OF THE MATTER TO BE RESOLVED AT THE SPECIAL GENERAL MEETING OF MEMBERS OF BORR DRILLING LIMITED (THE "COMPANY") TO BE HELD ON 5 APRIL 2018

$|X|$ Please mark your direction

The undersigned, being the beneficial holder(s) of shares in the Company, hereby authorize and instruct DNB Bank ASA to constitute and appoint Jeremy Leese his true and lawful agent and proxy with full power of substitution, to represent the undersigned and vote all of the shares registered in my/our name as indicated below at the Special General Meeting of the Company to be held on 5 April 2018 and at any adjournment or postponement thereof.

		For		Against	Abstain
Proposal:	To increase the authorised share capital of the Company of USD 5,250,000 divided into 525,000,000 ordinary shares of par value USD 0.01 each by the creation of 100,000,000 ordinary shares of par value USD 0.01 each, to rank pari passu with the existing ordinary shares in the Company, such that the authorised share capital of the Company will then be USD $6,250,000$ comprised of $625,000,000$ ordinary shares of par value USD 0.01 each.

If this Voting Direction and Proxy is signed and timely returned to DNB Bank ASA but no specific direction as to vote is marked above as to a proposal, the undersigned shall be deemed to have directed DNB Bank ASA to give voting instructions "FOR" the unmarked proposal.

Please be sure to sign and date this Voting Direction and Proxy.

Please sign your name to this Voting Direction and Proxy exactly as printed. When signing in a fiduciary capacity or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting instructions executed by a company should be in full corporate name by a duly authorized officer with full title as such.

Signature(s) Date: 2018

Print Name:

Name of beneficial shareholder in block letters:

To be valid, this voting direction and proxy must be completed, signed and returned to DNB Bank ASA, by E-mail to vote@dnb.no or by ordinary mail to: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway, or if delivery by hand to: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway by no later than 12 noon Central European Time on 3 April 2018.