Exhibit
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Description
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Press release dated August 22, 2019.
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Notice of Annual General Meeting and Form of Proxy.
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Borr Drilling Limited
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By:
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/s/ Rune Magnus Lundetræ
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Rune Magnus Lundetræ
Chief Financial Officer
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Redline of Proposed Bye-Laws (http://borrdrilling.com/wp-content/uploads/2019/08/2019-Byelaws-for-approval-at-AGM.pdf)
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Borr Drilling Limited — 2018 Annual Report (http://borrdrilling.com/wp-content/uploads/2019/04/Annual-Report-2018-Borr-Drilling-Limited.pdf)
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1. |
To set the maximum number of Directors to be not more than seven.
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2. |
To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit.
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3. |
To re-elect Tor Olav Trøim as a Director of the Company.
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4. |
To re-elect Jan Ake Ingmar Rask as a Director of the Company.
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5. |
To re-elect Patrick Arnold Henk Schorn as a Director of the Company.
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6. |
To re-elect Alexandra Kate Blankenship as a Director of the Company.
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7. |
To re-elect Georgina E. Sousa as a Director of the Company.
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8. |
To elect Pål Kibsgaard as a Director of the Company.
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9. |
To approve the increase of the Company’s authorized share capital from US$6,250,000 divided into 125,000,000 common shares of US$0.05 par value each to US$6,875,000 divided into 137,500,000 common shares of US$0.05 par value each by
the authorization of an additional 12,500,000 common shares of US$0.05 par value each.
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10. |
To amend the Company’s Bye-laws in order to ensure conformity with revisions to the Bermuda Companies Act 1981, as amended, and to update the Bye-laws governing General meetings, Delegation of the Board’s powers and Proceedings of
the Board.
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11. |
To appoint PricewaterhouseCoopers LLP as auditors and to authorise the Directors to determine their remuneration.
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12. |
To approve remuneration of the Company’s Board of Directors of a total amount of fees not to exceed US$800,000 for the year ended December 31, 2019.
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1. |
The Board of Directors has fixed the close of business on August 20, 2019, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any
adjournment thereof.
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2. |
No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is
signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the meeting.
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3. |
Each of the resolutions set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a majority of the votes cast.
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4. |
A Form of Proxy is enclosed for use by holders of shares registered in Norway in connection with the business set out above. Holders of shares registered in the United States should use the separate Form
of Proxy provided.
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Name
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Age
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Director since
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Position with the Company
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Tor Olav Trøim
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56
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2016
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Chairman of the Board and Director
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Jan Ake Ingmar Rask
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64
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2017
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Director, Governance and Nomination Committee Member
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Patrick Arnold Henk Schorn
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51
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2018
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Director, Compensation and Benefits Committee Member
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Alexandra Kate Blankenship
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54
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2019
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Director, Audit Committee Member and Compensation and Benefits Committee Member
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Georgina E. Sousa
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69
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2019
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Director and Company Secretary
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Pål Kibsgaard
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52
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Proposals
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For
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Against
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Abstain
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1.
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To set the maximum number of Directors to be not more than seven
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2.
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To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit.
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3.
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To re-elect Tor Olav Trøim as a Director of the Company.
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4.
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To re-elect Jan Ake Ingmar Rask as a Director of the Company.
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5.
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To re-elect Patrick Arnold Henk Schorn as a Director of the Company.
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6.
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To re-elect Alexandra Kate Blankenship as a Director of the Company.
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7.
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To re-elect Georgina E. Sousa as a Director of the Company.
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8.
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To elect Pål Kibsgaard as a Director of the Company.
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9.
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To approve the increase of the Company’s authorized share capital.
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10.
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To approve amending the Company’s Bye-laws.
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11.
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To appoint PricewaterhouseCoopers LLP as auditors and to authorise the Directors to determine their remuneration.
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12.
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To approve remuneration of the Company’s Board of Directors of a total amount of fees not to exceed US$800,000 for the year ended December 31, 2019.
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Date
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Signature
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1. |
A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
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2. |
Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
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3. |
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose,
seniority is determined by the order in which the names stand in the Register of Members.
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4. |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
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5. |
If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration
initialled.
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6. |
This proxy should be completed and sent to the following address by not later than 48 hours before the time for holding the meeting.
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