Shelf Drilling, Ltd. Notice of Extraordinary General Meeting

17 Dec 2024 19:10 CET

SHELF DRILLING, LTD. (THE “COMPANY”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Company (the
“Meeting”) will be held on Tuesday, January 7, 2025 at the offices of Conyers
Dill & Pearman, SIX, 2nd Floor, Cricket Square, 171 Elgin Ave, George Town,
Grand Cayman, Cayman Islands at 9:00 am (Cayman Islands time) for the purpose of
considering and, if thought fit, passing the resolutions in items 1 to 3 below.

Following engagement with certain of its major shareholders, the Company is
proposing certain changes to its governance practices related to the Board of
Directors, executive management compensation, and general meeting procedures.
Such changes align with the Norwegian Code of Practice for Corporate Governance
and aim to establish a balanced and transparent approach that aligns with the
Company's business strategy and long-term interests. The major shareholders
involved in the process have confirmed their intention to vote in favor of all
proposals.

1. AMENDING MEMORANDUM AND ARTICLES OF ASSOCIATION

That, as Special Resolution, the existing Eleventh Amended and Restated
Memorandum and Articles of Association of the Company currently in effect, be
amended and restated by their deletion in their entirety and substituted in
their place the Twelfth Amended and Restated Memorandum and Articles of
Association of the Company annexed hereto.

Reference is made to the redline comparison document annexed hereto as Annexure
1 showing the proposed changes to the Eleventh Amended and Restated Memorandum
and Articles of Association.

A summary of the key changes to the Memorandum and Articles of Association are
set out below:

1. Changes to practices related to the board

a. The Chair of the board of Directors shall be elected by the general meeting,
and Directors shall be elected annually at the annual general meeting.

b. The Company shall have a Nomination Committee who are elected by the general
meeting. The Nomination Committee shall make recommendations for the
election/remuneration of Directors and members of the Nomination Committee. The
Nomination Committee may not be comprised of any executive of the Company, nor
any Director who is standing for re-election to the board of Directors.

c. Directors who have a conflict of interest may not participate in board
discussions or votes on the relevant matter.

d. The provisions granting a Principal Shareholder special rights to appoint
Directors and observers are removed.

2. Changes to practices related to executive compensation

a. The board of Directors shall put in place comprehensive and transparent
guidelines for the compensation of the CEO, key executives, and Directors as
outlined in a “Remuneration Statement”, which is subject to shareholder approval
at the general meeting.

b. An annual “Remuneration Report” detailing the compensation given to senior
executives and Directors according to the Remuneration Statement shall be
prepared by the board of Directors. This report shall be presented for a
non-binding advisory vote by shareholders at each annual general meeting.

3. Changes to practices related to the general meeting

a. The role of chairman for general meetings may now be appointed by the
shareholders in the general meeting itself by Ordinary Resolution.

b. Minutes from the Company's general meetings shall be made publicly accessible
on the Company's website.

2. REMUNERATION REPORT AND REMUNERATION STATEMENT

Subject to and conditional upon the passing of the above Special Resolution, as
Ordinary Resolution:

A. The board of Directors shall prepare a comprehensive Remuneration Report as
set out in Article 46 of the Company's Twelfth Amended and Restated Memorandum
and Articles of Association for the fiscal year 2023, and publish such report no
later than 60 calendar days following the date of the EGM.

B. The board of Directors shall publicly announce a proposal for a Remuneration
Statement as outlined in Article 45 of the Company's Twelfth Amended and
Restated Memorandum and Articles of Association at the latest 21 calendar days
prior to the Annual General Meeting in 2025.

3. NOMINATION COMMITTEE CANDIDATES

Subject to and conditional upon the passing of the above Special Resolution, as
Ordinary Resolution, that the following individuals be appointed as members of
the Company's Nomination Committee in accordance with Article 37.3 of the
Company's Twelfth Amended and Restated Memorandum, with effect from the date of
the EGM: (i) Ryan E. Schedler (Chair); (ii) Manuel Garcia; and (iii) David A.
Castle.

Biographies of the candidates are set forth below:

Mr. Schedler is a partner, and Portfolio Manager of Condire Investors, LLC, a
firm he founded in 2012. He has spent 30 years in the Natural Resource and
related industries primarily in Texas and New York. He started his career as a
field engineer, and received a Chemical Engineering degree from Lafayette
College and an MBA from Harvard Business School.

Mr. Garcia is currently a Managing Director of Anchorage Capital Advisors, L.P.
("Anchorage") and has been with the firm since 2019. Mr. Garcia is responsible
for the firm's investments across various sectors, including Industrials and
Financials. Prior to joining Anchorage, Mr. Garcia was a Partner at Gladwyne
Investments in London. Before that, Mr. Garcia was a Managing Director of
Goldman Sachs, where he spent 14 years in various investing roles in London and
New York.

Mr. Castle is a senior officer of both Castle Harlan and Branford Castle. He is
a graduate of the Cornell Law School and is licensed to practice law in New
York. He graduated Phi Beta Kappa from Skidmore College and has served on its
board. He has been in the private equity business since the 1990s and is 58
years old.

By Order of the Board.

Kate Weir
Secretary

Date: December 17, 2024

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