Clarification in connection with proposals to the Borr Drilling Limited’s Annual General Meeting to be held in Bermuda 25 September 2018, agenda point 6 and 7:
Agenda point 6: Borr Drilling Limited has, some time ago, announced its intention to seek a listing of its shares on another international recognised exchange during the first half of next year. We foresee, but do not know for certain, that an expansion of the board may be required by strengthening the board with a member with strong accounting and legal background and deep experiences from similar listing and reporting processes. Rather than having to take the expense of calling an extraordinary general meeting for the sole purpose of appointing an additional director, we have chosen to authorize the board to make such an appointment. In doing this we are mindful of the fact that such an appointment will be temporary and a confirmation of this board seat will be confirmed in next year’s AGM.
Agenda point 7: Please note that the compensation amount referred to in the proposed resolution is a maximum amount. It is in line with the maximum amount of last year which was unanimously approved by the shareholders. For 2017, Chairman Tor Olav Trøim, Fredrik Halvorsen and Patrick Schorn, who all represent significant shareholders, did not receive any Board fees, to create full alignment with the shareholders. Total board fees in 2017 amounted to USD250k, which was paid all in shares to Jan Rask. Jan Rask is not a large shareholder in the company but has significant experience through being former CEO of 3 drilling companies, which all generated superior return to the shareholders, thus adds significant competence to the board. With the exception of the potential new board member who will have to undertake extensive work in connection with the listing process, we do not foresee any material changes in the compensation to the rest of the members. We thereby expect that total compensation to the board will be significantly lower than the maximum proposed USD800k in the proxy statement.
19 September 2018
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.