Shelf Drilling, Ltd. Notice of Extraordinary General Meeting

09 Nov 2022 16:16 CET

SHELF DRILLING, LTD. (THE “COMPANY”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the Company proposes to hold an Extraordinary
General Meeting of the Company to be held on November 30, 2022 at the offices of
Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9001, Cayman Islands
at 8:00 am (Cayman Islands time) for the purpose of passing the following
resolutions:

As special resolutions:

1. That, notwithstanding anything set out in the Articles of Association of the
Company (the "Articles") and pursuant to section 40B of the Companies Act (as
amended) of the Cayman Islands (the "Statute"), the Company is authorised to
evidence and transfer title to listed shares (as defined in the Companies Act)
of the Company in accordance with the laws applicable to and the rules and
regulations of the Exchange (as defined in the Articles) or any other stock
exchange on which the shares may be listed from time to time.

2. That the Articles be and are hereby amended as follows:

The definition of "Register of Members" in Article 1.1 of the Articles be and is
hereby amended by inserting the words in CAPS as follows:

"Register of Members" means the register of Members maintained in accordance
with the Statute and includes (except where otherwise stated) any branch or
duplicate register of Members OR ANY LISTED SHARES REGISTER (AS DEFINED IN THE
STATUTE).

Article 13 of the Articles be and is hereby amended by inserting the words in
CAPS as follows:

13.1 Except as provided in these Articles (including the provisions hereof
relating to the Preferred Shares), and any rules or regulations applicable to
any Common Shares traded on the Exchange, Shares are transferable subject to the
consent of the Directors who may, in their absolute discretion, decline to
register any transfer of Shares without giving any reason; provided that the
Directors shall consent to any transfer made in accordance with the terms of
these Articles relating to the transfer of Preferred Shares, and any COMMON
SHARES (OR ANY beneficial rights to Common Shares) traded on the Exchange. If
the Directors refuse to register a transfer they shall notify the transferee
within 20 days of such refusal. For the avoidance of doubt, nothing in this
Article 13.1 shall permit the Directors to decline to give full effect to a
transfer of Preferred Shares that complies with the provisions of Article 8 or
to a transfer of COMMON SHARES (OR ANY beneficial rights to Common Shares) that
are traded on the Exchange.

13.2 The instrument of transfer of any Share, other than COMMON SHARES (OR ANY
beneficial rights to Common Shares) traded on the Exchange, shall be in writing
and shall be executed by or on behalf of the transferor (and if the Directors so
require, signed by or on behalf of the transferee). The transferor shall be
deemed to remain the holder of a Share until the name of the transferee is
entered in the Register of Members. Transfers of COMMON SHARES (OR ANY
beneficial rights to Common Shares) traded on the Exchange shall be effected in
accordance with any rules or regulations applicable to such Shares.

The EU Central Securities Depository Regulation ("CSDR") has recently become
effective under Norwegian law through provisions in the new Norwegian Central
Securities Depository Act. As a consequence of CSDR, the Company's current
set-up with depository receipts is no longer permitted. The Company has a
transitional period until December 31, 2022 to change the registration form in
VPS (Euronext Securities Oslo). The Company has decided to opt for a primary
recording in VPS by way of a "listed shares register", with the consequence that
all shareholders in the Company will be direct owners of Common Shares, and not
depository receipts. The above amendments to the Company's Articles are made in
order to facilitate the change from the current depository receipts being traded
on the Oslo Stock Exchange, to Common Shares being traded on the Oslo Stock
Exchange. Please be informed that the shareholders of the Company do not need to
take any action in connection with the mentioned change.

By Order of the Board.

David Mullen
Director

Date: November 9, 2022

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575203_Shelf Drilling Notice of Extraordinary General Meeting Nov 2022.pdf