ODFJELL DRILLING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS JUNE 18, 2015 NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of Odfjell Drilling Ltd. (the Company ) will be held on June 18, 2015 at 09.00 a.m. (local time), at the Fairmont Hamilton Princess Hotel, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement: A G E N D A Opening the meeting by the Chairman of the Board of the Company. Confirmation of notice and quorum. Election of a meeting chairman. Presentation of Auditors Report and consolidated financial statements for the year ended December 31, 2014. The audited financial statements, approved by the board of directors, are posted on the Company s website at www.odfjelldrilling.com under Investor Relations. Presentation of the Board of Directors guidelines for the remuneration of the executive personnel. Resolutions: Proposal 1-5: To elect the Board of Directors in Proposal 6: Proposal 7: Proposal 8: To approve the dissolution of the Nomination Committee, including amending the bye-laws of the Company accordingly. To appoint PricewaterhouseCoopers AS as the auditor of the Company and to authorize the Company s Directors to determine their remuneration. To approve the remuneration of the Company s Board of Directors up to a total amount of fees not to exceed US$ 250,000.00 for the year ending December 31, 2015. Please refer to Appendix A for a full explanation of the Proposals set out herein. BY ORDER of the Board of Directors Dated: May 26, 2015 C.J. Lymbery, For Codan Services Limited, Secretary Notes: 1. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy is received by DNB Bank ASA, Registrars Department, Oslo no later than June 12, 2015, 12:00 hours Central European Time. The address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the proxy by e-mail to e-mail address: vote@dnb.no within the aforementioned date and time. 2. A Form of Proxy is enclosed for use by holders of shares held through the Norwegian Central Securities Depository (VPS) in connection with the business set out above. 3. Odfjell Drilling Ltd. is a exempted company limited by shares incorporated under the laws of Bermuda. As per the date of this notice, the Company has an authorized share capital of 230,000,000 shares, of which 200,000,000 shares have been issued. Each share represents one voting right. The shares do also in other respects carry equal rights. As per the date of this notice, the Company does not own any treasury shares for which voting rights cannot be exercised.
APPENDIX A INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE MEETING ) OF ODFJELL DRILLING LTD. TO BE HELD ON JUNE 18, 2015. PRESENTATION OF FINANCIAL STATEMENTS In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2014 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting. The Company s audited consolidated financial statements contained in its Annual Report 2014 are available on our website at www.odfjelldrilling.com. Shareholders can request a hard copy free of charge upon request by sending an e-mail to: IR@odfjelldrilling.com. COMPANY PROPOSALS PROPOSAL 1-5 To elect the Board of Directors in The Nomination Committee s recommendation is attached to this notice. The Board of Directors proposed that the general meeting makes the following resolution: Nomination Committee proposes that the following are selected as members of the Board of Directors: Carl-Erik Haavaldsen, Chairman of the Board Helene Odfjell, Director Bengt Lie Hansen, Director Henry Hamilton III, Director Kirk L. Davis, Director The Board of Directors will be elected to serve until the next annual general meeting of the Company. The remuneration to the Board of Directors for the year ended 31.12.2014 shall not exceed US$ 250,000.00 PROPOSAL 6 DISSOLUTION OF NOMINATION COMMITTEE AND AMENDMENT OF COMPANY S BYE-LAWS The Norwegian Code of Practice for Corporate Governance Section 7 recommends that all listed companies shall have a Nomination Committee. According to Bye-Law 39.4 of the Company (set out in full below), the Company shall have a Nomination Committee. The Nomination Committee was elected on 18 June 2014. 39.4 The Company in general meeting shall appoint a nomination committee (the nomination committee ), comprising such number of persons as the Members may determine in general meeting from time to time, and members of the nomination committee shall be appointed by resolution of the Members. Members and the Board may suggest candidates for the election of Directors to the nomination committee provided such suggestions are in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting from time to time and Members, Directors and the nomination committee may also propose any person for election as a Director in accordance with Bye-laws 39.2 and 39.3. The nomination committee may or may not recommend any candidates suggested or proposed by any Member or the Board in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting from time to time. The nomination committee may provide recommendations on the suitability of candidates for the Board, as well as the remuneration of the members of the Board. The Members at any general meeting may stipulate guidelines for the duties of the nomination committee. Due to the current shareholder structure of the Company, the Board of Directors is of the opinion that the Nomination Committee is superfluous. Therefore, it is proposed to amend bye-law 39.4 to read as follows: 39.4 The Company in general meeting may appoint a nomination committee (the nomination committee ), comprising such number of persons as the Members may determine in general meeting from time to time, and members of the
nomination committee shall, in such case, be appointed by resolution of the Members. Members and the Board may suggest candidates for the election of Directors to the nomination committee provided such suggestions are in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting from time to time and Members, Directors and the nomination committee may also propose any person for election as a Director in accordance with Bye-laws 39.2 and 39.3. The nomination committee may or may not recommend any candidates suggested or proposed by any Member or the Board in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting from time to time. The nomination committee may provide recommendations on the suitability of candidates for the Board, as well as the remuneration of the members of the Board. The Members at any general meeting may stipulate guidelines for the duties of the nomination committee. Further to this, the proposal to dissolve the Nomination Committee also implies that the Code of Conduct for the Nomination Committee should no longer be in force and effective. The Board of Directors proposes that the general meeting makes the following resolution: The Nomination Committee is dissolved, and bye-law 39.4 of the Bye-laws of the Company is amended accordingly. Further to this, the Code of Conduct for the Nomination Committee, as adopted by the General Meeting on 18 June 2014, shall no longer be in force and effective. PROPOSAL 7 APPOINTMENT OF INDEPENDENT AUDITORS At the Meeting, the Board will ask the Shareholders to approve the appointment of PricewaterhouseCoopers AS as the Company's independent auditors and to authorize the Board of Directors to determine the auditors remuneration. PROPOSAL 8 TO APPROVE DIRECTORS FEES At the Meeting, the Board will ask the Shareholders to approve the remuneration of the Company s Board of Directors up to a total amount of fees not to exceed US$ 250,000.00 for the year ending December 31, 2015. OTHER BUSINESS Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting. By Order of the Board of Directors C.J. Lymbery for Codan Services Limited Company Secretary May 26, 2015 Hamilton, Bermuda
APPENDIX B RECOMMENDATION FROM THE NOMINATION COMMITTEE TO THE ANNUAL GENERAL MEETING 1. TASKS AND ACTIVITIES OF THE NOMINATION COMMITTEE Pursuant to Bye-law 39.4 of the Bye-laws of Odfjell Drilling Ltd. (the Company ), the Nomination Committee shall propose candidates to be appointed as Directors and make recommendations to the Company s general meeting on remuneration for the Directors. The Nomination Committee complies with the Code of Conduct for the Nomination Committee as adopted on 18 June 2014 and further aims to comply with the Norwegian Code of Practice for Corporate Governance, as last revised on 30 October 2014. The members of the Nomination Committee that were elected at the general meeting held on 18 June 2014 were Bengt Lie Hansen as Chairman of the Nomination Committee and Helene Odfjell. All current members of the Board of Directors have fulfilled their term on the Board since their appointment on 27 September 2013 and subsequently, their positions are up for election. The members are as follows: Carl-Erik Haavaldsen Helene Odfjell Bengt Lie Hansen Henry Hamilton III Kirk L. Davis Chairman of the Board All five members are willing to be reelected for another term on the Board, with their term of office until the next annual general meeting of the Company. The Nomination Committee has considered and concluded that the existing Board as a whole is suited in terms of the required expertise, capacity and diversity to act independently of the management of the Company and to exercise the proper supervision of the management of the Company and its operations. The current Board has a majority of Directors that are independent of the Company s executive personnel and material business connection of the Company. Furthermore, a majority of the Board are independent of the Company s major shareholder(s), as defined in the Corporate Governance Code adopted by the Board of Directors on 14 April 2015. 2. THE RECOMMENDATION IN RESPECT OF THE BOARD OF DIRECTORS After due consideration of the above, the Nomination Committee makes the following unanimous recommendation; Carl-Erik Haavaldsen Helene Odfjell Bengt Lie Hansen Henry Hamilton III Kirk L. Davis Chairman of the Board The Nomination Committee proposed that the annual general meeting makes the following resolution: Nomination Committee proposes that the following are selected as members of the Board of Directors: Carl-Erik Haavaldsen, Chairman Helene Odfjell, Director Bengt Lie Hansen, Director Henry Hamilton III, Director Kirk L. Davis, Director The Board of Directors will be elected to serve until the next annual general meeting of the Company. The remuneration to the Board of Directors for the year ended 31.12.2014 shall not exceed US$ 250,000.00
FORM OF PROXY Odfjell Drilling Ltd. (the Company ) Proxy Solicited for Annual General Meeting June 18, 2015. The undersigned hereby authorize, constitute and appoint or the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, to represent the undersigned at the Annual General Meeting of shareholders of the Company to be held at the Fairmont Hamilton Princess Hotel at 09.00 a.m.(local time) or any adjournment thereof, for the purposes set forth below and in the Notice of Annual General Meeting issued by the Company on May 26, 2015. X Please mark your votes as in this example. Item Resolutions FOR AGAINST ABSTAIN 1. To elect Carl-Erik Haavaldsen as Chairman of the Board of Directors in 2. To elect Helene Odfjell as member of the Board of Directors in 3. To elect Bengt Lie Hansen as member of the Board of Directors in 4. To elect Henry Hamilton III as member of the Board of Directors in 5. To elect Kirk L. Davis as member of the Board of Directors in 6. To dissolve the Nomination Committee and amend bye-law 39.4 of the Company 7. To appoint PricewaterhouseCoopers AS as auditors and to authorize the Board of Directors to determine their remuneration 8. To approve the remuneration of the Company s Board of Directors up to a total amount of fees not to exceed US$ 250,000.00 for the year ending December 31, 2015. Alternatively: I will attend the Annual General Meeting in person and vote my/our shares. Name of shareholder in block letters: Signature(s) Date: Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such. No Shareholder shall be entitled to attend (in person or by proxy) unless this Proxy is received by DNB Bank ASA, Registrars Department, Oslo, not later than June 12, 2015, 12:00 hours Central European Time. The address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the Proxy by e-mail to e-mail address: vote@dnb.no within the aforementioned date and time.