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Vantage Drilling International Proxy Solicitation & Information Statement 2026

Jun 3, 2026

8202_rns_2026-06-03_38ed4e57-ed22-485c-b9b0-0293b4b2bc41.pdf

Proxy Solicitation & Information Statement

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PROXY

VANTAGE DRILLING INTERNATIONAL LTD. (the "Company")

Proxy Solicited for Special General Meeting of the Company (the "Meeting") on 18 June 2026

The undersigned holder(s) of [INSERT NUMBER OF SHARES] ordinary shares of the Company, hereby authorise(s), constitute(s) and appoint(s) Sarah French or the Chairman of the Meeting or Jennifer Panchaud of Conyers Dill & Pearman Limited, the Company's Bermuda counsel, with full power of substitution to act as their proxy at the Special General Meeting of the Company to 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 or any adjournment or postponement thereof, and to vote on their behalf as directed below.

The undersigned desire(s) their votes to be cast on the resolutions proposed at the Special General Meeting of the Company (as set out in full in the Notice of Special General Meeting of the Company issued by the Company on 29 May 2026 and accompanying information statement) as indicated below.

☑ Please mark your votes as in this example.

Item 1 AMENDMENT OF COMPANY'S BYE-LAWS FOR AGAINST ABSTAIN
To approve that the bye-laws of the Company be amended in the manner following, namely by deleting existing 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 amendments to the bye-laws of the Company to be adopted and to take immediate effect upon approval of such amendment ("Proposal 1"). | | | |
| Item 2 | MERGER | | | |
| | 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"). | | | |


Item 3 ADJOURNMENT – SOLICITATION
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").

Alternatively:

☐ I will attend the general meeting in person and vote my/our shares.

Signature(s) ____ Date: __

Note: Please sign exactly as name appears below, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.

Name of Shareholder(s) in block letters: _____


NOTES

  1. Your proxy is to be received by DNB Bank ASA, Issuer Services, Oslo, not later than 16 June 2026 at 12:00 noon CEST. The P.O. Box address is: DNB Bank ASA, Issuer Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Alternatively, send the proxy as PDF to [email protected] within the aforementioned date and time.

  2. The Board of Directors has fixed the close of business Bermuda Time on 29 May 2026 as the record date for the determination of the shareholders entitled to attend and vote at the Special General Meeting of the Company or any adjournment or postponement thereof.

  3. If properly executed, the ordinary shares of the Company represented by this Proxy (the "Shares") will be voted by the proxy holder in the manner directed by the shareholder on this Proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to proposals duly made at the Special General Meeting of the Company or any postponement or adjournment thereof. If no direction is given, the Shares will be voted in favour of the proposals as recommended by the Board (including amendments thereto approved by the Board) when duly presented at the Special General Meeting of the Company or any postponement or adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters as may otherwise properly come before the Special General Meeting of the Company or any postponement or adjournment thereof.

  4. This Proxy must be completed, signed and dated by the shareholder or an attorney validly appointed by the shareholder. If signed by an attorney pursuant to a power of attorney or other authority, a notarial certified copy of such power of attorney or authority must be returned with this Proxy in accordance with Note 1 thereof.

  5. Proxy holders are entitled to vote on a show of hands, or, if properly demanded in accordance with the Bye-laws, on a poll at the Special General Meeting of the Company or any postponement or adjournment thereof.

  6. The shareholder (or attorney) shall place an "X" in the box for each Resolution above, indicating the way in which their vote is to be cast.

  7. If the shareholder is a corporation or company, this Proxy should be signed either by a duly authorised officer or attorney (in accordance with Note 3 hereof) of such corporation or company or be completed under its common seal. If shares are held jointly, each joint holder shall sign their name.

  8. If the shareholder wishes to vote "for" or "against" or to "abstain" from voting on the appointment of one or more of the directors, the shareholder shall place an "X" indicating the director(s) for whom such shareholder is voting "for" or "against" or on whose appointment the shareholder is electing to "abstain" from voting, as the case may be, in the appropriate space(s).

  9. Any alterations to this Proxy should be initialled by the shareholder (or attorney).

  10. The completion and return of this Proxy will not preclude the shareholder from attending the Special General Meeting of the Company and voting in person.