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 onWednesday, June 12, 2024 at the offices ofConyers Dill & Pearman , SIX, 2nd Floor,Cricket Square ,171 Elgin Ave ,George Town, Grand Cayman ,Cayman Islands at8:00 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 endedDecember 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 underCayman Islands law that such statements be approved by shareholders, and no such approval will be sought at the Meeting. As ordinary resolutions: 2. Election ofDavid Mullen That, with effect fromAugust 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 ofAssociation of the Company in effect from time to time. Reference is made to the announcement by the Company onFebruary 7, 2024 regarding the transition plan whereDavid Mullen will step down from the role of Chief Executive Officer (CEO) and assume that of Executive Chair andGreg 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 fromUS$ 2,340,634.73 divided into 234,063,473 shares of a nominal or par value ofUS$ 0.01 each toUS$ 2,780,634.73 divided into 278,063,473 shares of a nominal or par value ofUS$ 0.01 each, by the creation of an additional 44,000,000 shares of nominal or par valueUS$ 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; and (ii) for the general corporate purposes of the Company including, but not limited to, the issuance of shares in connection with any merger or acquisition opportunities, to take advantage of any business opportunities more generally, or to generate additional working capital through one or more offerings, in each case as may arise and upon terms decided by the Board, in each case in such proportions as the Board may determine to be in the interests of the Company. As a special resolution: 4. Amending Memorandum and Articles of Association That, the existing Tenth Amended and Restated Memorandum and Articles ofAssociation of the Company be and are hereby replaced in their entirety with the Eleventh Amended and Restated Memorandum and Articles ofAssociation of the Company , a copy of which is annexed hereto as Annexure 1. Reference is made to the redline comparison document annexed hereto as Annexure 2 showing the proposed changes to the Tenth Amended and Restated Memorandum and Articles of Association. A summary of the key changes to the Memorandum and Articles of Association are set out below: (i) updating the authorised share capital of the Company in accordance with resolution 3 above; (ii) incorporating changes from prior separate duly approved amendments to the Articles ofAssociation of the Company that have not yet been incorporated into an amended and restated version; (iii) deleting references to prior major shareholders CHAMP and Lime Rock who have since sold their shares in the Company; (iv) deleting provisions relating to the Preferred Share class and ancillary terms; (v) changing the fixed number of Directors from eleven to provide more flexibility for the Company to have any number of Directors between three and eleven Directors; and (vi) including provisions to permit unanimous written resolutions of the Directors (in lieu of a meeting). By Order of the Board.Ernie Danner Chairman of the Board Date:May 15, 2024
Click here for more information
© Oslo Bors ASA, source