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Vantage Drilling International — Proxy Solicitation & Information Statement 2026
Jun 3, 2026
8202_rns_2026-06-03_00fb2c28-3a76-4e03-8afa-90f69ff4b820.pdf
Proxy Solicitation & Information Statement
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VANTAGE
NOTICE OF SPECIAL GENERAL MEETING OF THE COMPANY
to be held 18 June 2026
To the Shareholders of Vantage Drilling International Ltd.:
The Special General Meeting (the "SGM") of Vantage Drilling International Ltd., a Bermuda exempted company limited by shares ("Vantage" or the "Company"), will be held at the law offices of Conyers Dill & Pearman Limited, located at Richmond House, Ground Floor, 12 Par-la-ville Road, Hamilton HM08, Bermuda on 18 June 2026, at 11am Atlantic time.
The purpose of the SGM, as more fully described in the attached Notes to the Agenda for the Special General Meeting, is:
- to approve that the bye-laws of the Company be amended in the manner following, namely by deleting bye-law 164 and replacing it in its entirety with new bye-law 164:
"164. MERGER AND AMALGAMATION"
In respect of any merger or amalgamation of the Company with any other company or corporation, wherever incorporated, which the Companies Act requires to be approved by the Shareholders, the necessary quorum for such general meeting shall be two or more persons throughout the meeting that are collectively representing in person or by proxy one-third of the issued shares of the Company, and the requisite Shareholders' approval shall be the affirmative votes of a majority of the votes cast in accordance with these Bye-laws",
with such amendment to the bye-laws of the Company to be adopted and to take immediate effect upon approval of such amendment ("Proposal 1");
-
to approve the agreement and plan of merger (the "Agreement and Plan of Merger") by and among the Company, Eldorado Drilling AS, a Norwegian private limited company ("Parent"), and Eldorado Drilling Merger Sub Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Merger Sub"), and the related statutory merger agreement in accordance with Section 105 of the Companies Act 1981 of Bermuda, as amended (the "Statutory Merger Agreement", and together with the Agreement and Plan of Merger, the "Merger Agreements") by and between the Company and Merger Sub, pursuant to which Merger Sub shall merge with and into the Company, with the Company being the surviving company thereof (the "Merger") and that the Company be authorized to perform all obligations, acts and things in connection with the Merger and the Merger Agreements ("Proposal 2");
-
to approve any adjournment of the special general meeting, if necessary or appropriate, to permit, among other things, further solicitation of proxies to approve Proposal 1 and/or Proposal 2 ("Proposal 3").
VANTAGE
A copy of the Agreement and Plan of Merger and the form of Statutory Merger Agreement are attached to the Notes to the Agenda for Special General Meeting at Enclosure 2 and Enclosure 3, respectively.
The Board of Directors of the Company has for the purposes of section 106(2)(b)(i) of the Companies Act 1981 (the "Act") determined the fair value of the ordinary shares of the Company as US$19.00 per share.
Pursuant to section 106(6) of the Act, any shareholder who does not vote in favour of the Merger and is not satisfied that he or she has been offered the fair value for his or her shares may, within one month of the giving of this Notice of the SGM, apply to the Supreme Court of Bermuda (the "Court") to have the Court appraise the fair value of his or her shares of the Company.
This notice is being sent to holders of record of the Company's issued and outstanding ordinary shares, par value $0.001 per share (the "Shares"), at the close of business Bermuda Time on 29 May 2026 (the "Record Date"). Only Shareholders entered on the Register of Members of the Company as of the Record Date will be entitled to attend and vote at the SGM in respect of the number of Shares registered in their name at that time. Each such holder has the right to vote at the SGM or any adjournment or postponement in accordance with the Company's Bye-Laws. As of the close of business on the Record Date, there were 13,559,017 Shares issued and outstanding. On a poll vote, each Share is entitled to one vote on the proposals contained therein.
Whether or not you plan to attend the SGM, please complete, date and sign the enclosed proxy and return it in the envelope provided or complete and submit the proxy online or by telephone following the instruction included on the enclosed proxy. You may revoke your proxy at any time before its exercise by (i) delivering to the Secretary of the Company a revocation of proxy or (ii) delivering a new proxy bearing a later date. If you are present at the SGM and vote your Shares during the meeting, then this will have the effect of revoking any previously submitted proxies.
By Order of the Board of Directors,
Signed by:

Sarah French
General Counsel, Chief Compliance Officer & Secretary
29 May 2026
Hamilton, Bermuda