SHELF DRILLING, LTD. (THE "COMPANY")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the Company (the
"Meeting") will be held on Wednesday, June 12, 2024 at the offices of Conyers
Dill & Pearman, SIX, 2nd Floor, Cricket Square, 171 Elgin Ave, George Town,
Grand Cayman, Cayman Islands at 8:00 am (Cayman Islands time) for the purpose of
noting item 1 and considering and, if thought fit, passing the resolutions in
items 2 to 4:
1. Presentation of Financial Statements and Annual Report
In accordance with the Company's Articles of Association, the audited
consolidated financial statements of the Company for the year ended December 31,
2023 will be presented at, and laid before, the Meeting. These statements have
been approved by the Directors of the Company. There is no requirement under
Cayman Islands law that such statements be approved by shareholders, and no such
approval will be sought at the Meeting.
As ordinary resolutions:
2. Election of David Mullen
That, with effect from August 14, 2024, being the date that he steps down as
Chief Executive Officer, David Mullen is elected as a Director and Executive
Chair of the Company until such time as such Director resigns or is removed from
office in accordance with the Articles of Association of the Company in effect
from time to time.
Reference is made to the announcement by the Company on February 7, 2024
regarding the transition plan where David Mullen will step down from the role of
Chief Executive Officer (CEO) and assume that of Executive Chair and Greg
O'Brien, current Executive Vice President & Chief Financial Officer, will be
appointed as CEO.
3. Increase authorised share capital
That, the Company's authorised share capital be increased from US$ 2,340,634.73
divided into 234,063,473 shares of a nominal or par value of US$ 0.01 each to
US$ 2,780,634.73 divided into 278,063,473 shares of a nominal or par value of
US$ 0.01 each, by the creation of an additional 44,000,000 shares of nominal or
par value US$ 0.01 each.
Shareholders are advised that the additional authorised but unissued share
capital is intended for the following purposes:
(i) for the Company's 2017 Long Term Incentive Programme or such other
management long term incentive programme approved by the Board from time to
time