OSE Delisting Q&A

On October 1, 2024, Borr Drilling Limited’s (Borr) Special General Meeting approved the delisting. On November 1, 2024, following Borr’s delisting application, Oslo Børs approved the delisting of Borr’s shares from the Oslo Stock Exchange (OSE) as from December 31, 2024. The last day of trading on OSE will be on December 30, 2024. Borr will continue to be listed solely on the New York Stock Exchange (NYSE), aligning with its strategy to streamline operations and focus on a single market listing. The delisting means that Borr’s shares can no longer be traded over OSE after 30 December 2024.

We believe that maintaining a single listing on the NYSE aligns with the best interests of Borr and its shareholders, supporting our efforts to streamline operations. Delisting the shares from OSE will reduce regulatory overlap, simplify compliance, and lower costs associated with managing a dual-listing structure. The delisting of the shares from OSE will not compromise shareholder protections or access to information. The NYSE listing, together with the regulations of the U.S. Securities and Exchange Commission (SEC), offer safeguards for shareholder interests through securities laws and disclosure and governance requirements.

The last day for trading shares on OSE will be on December 30, 2024, after which Borr’s shares will trade exclusively on the NYSE. Shareholders with shares listed on the OSE, held through Euronext Securities Oslo (VPS), can, in advance of the delisting, choose to sell their shares or work with their bank or broker to transfer them to the NYSE. This process involves registering the shares with the Depository Trust Company (DTC) and typically takes some business days to complete, with a nominal administrative fee. Shareholders who wish to sell their shares recorded in VPS must do so before December 30, 2024, as trading on the OSE will cease on this date. After this date, shares can only be traded “over-the-counter” or transferred to the NYSE for trading.

Where possible, Borr encourages shareholders to contact their bank or broker to transfer their shares from the OSE to the NYSE. While there is no obligation to complete this conversion, it is necessary for those who want to continue trading their shares on the open market, and Borr encourages shareholders not transferring their shares to NYSE to sell their shares over OSE within 30 December 2024.

Borr will retain its registration with the Euronext Securities Oslo (VPS) for at least 12 months following the delisting, enabling shareholders who wish to keep their shares registered with the VPS to trade with other investors through a Norwegian broker.

Holders of shares recorded in the VPS can sell their shares on OSE until the delisting. For assistance, please contact your bank, broker, or financial adviser. If you choose not to sell your shares recorded in the VPS before the delisting, your shares will become illiquid, and trades can only be made through manual transfers between brokers, or by transferring the shares to NYSE for sale.

If holders of shares recorded in VPS wish to retain publicly tradable shares after the delisting, they must transfer their shares currently registered in the VPS to a US securities account, either before or after the delisting date. To initiate the transfer, shareholders must instruct their financial intermediary (bank or broker) to contact DNB Registrar, Borr’s Norwegian transfer agent  at kuau@dnb.no or +47 23 26 80 16. Several banks and brokers (including Nordnet and DNB) are already offering free transfer services for existing shareholders, and Borr encourages investors to reach out to their financial intermediaries for guidance.

The transfer process may take some trading days to complete. To receive NYSE shares, shareholders must have access to a U.S. securities account capable of receiving shares issued through The Depository Trust Company (DTC). Many financial intermediaries offer such accounts. Shareholders should also inquire with their financial intermediary about any fees for transferring shares recorded in the VPS to US registered NYSE shares and the costs associated with holding and trading DTC-registered shares on the NYSE. These fees are the responsibility of the individual shareholder.

You can transfer your VPS registered shares into US registered NYSE shares at any time, even after the delisting takes effect, provided the Company maintains its registration with the Euronext Securities Oslo (VPS). The Company plans to retain this registration for at least 12 months following the delisting date, but encourages shareholders to complete the transfer as quickly as possible.

Borr NYSE shares and shares traded on the OSE carry identical dividend and voting rights. The key difference lies in their trading and currency features: Borr NYSE shares are traded on the NYSE in USD and receive dividends in USD, while shares recorded in VPS are traded on the OSE in NOK and receive dividends in NOK.

Shareholders may choose to retain their shares recorded in VPS without taking any action. However, after the delisting, these shares will no longer be traded or listed on the OSE, rendering them illiquid. As a result, holders of these shares will no longer be able to sell them on the OSE. To sell their shares after the delisting date, shareholders will likely need to transfer them to the US for trading on NYSE.

Shareholders can transfer their VPS registered shares into NYSE shares after the delisting, subject to certain fees, provided that the Company maintains its registration with the Euronext Securities Oslo (VPS), which it intends to do for at least 12 months following the delisting. Following the 12-month period, Borr cannot guarantee that the right to transfer the VPS registered shares to OSE will remain available, and transferring the shares to NYSE after such date might involve significantly higher costs for the shareholders. Banks or brokers may have specific policies regarding delisted shares and could require transfers to NYSE shares. Shareholders are encouraged to contact their bank, broker, or financial adviser for assistance.

All other shareholder rights associated with the shares recorded in VPS – such as the right to vote at general meetings and receive dividends – will remain unchanged.