Odfjell Drilling Ltd : Notice of Special General Meeting

ODFJELL DRILLING LTD

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS-16 May, 2018

NOTICE IS HEREBY given that a Special General Meeting of Shareholders of OdfjellDrilling Ltd (the "Company") will be held on16 May, 2018 at 09.00 a.m. (local time), at Clarendon House, 2 Church Street, Hamilton, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement:

A G E ND A

• Opening of the meeting by Kirk L. Davis, Director, in the absence of the Company Chairman.

• Confirmation of notice and quorum.

• Election of a meeting chairman.

• Presentation of private placement of new common shares.

• Presentation of contemplated subsequent offering of new common shares.

Resolutions:

Proposal 1:To approve an increase of the authorized share capital of the Company from US$2,300,000 to US$2,800,000 by the creation of an additional 50,000,000 common shares of par value US$0.01 each rankingpari-passuwith the existing common shares of the Company.

Proposal 2

To authorize the Board of Directors to issue up to 38,000,000 new common shares in connection with the private placement of new common shares of the Company.

Proposal 3:To authorize the Board of Directors to issue up to 4,327,778 new common shares in connection with the contemplated subsequent offering of new common shares of the Company.

Proposal 4:To authorize the Board of Directors to issue to the Chief Executive Officer of the Company, Simen Lieungh, up to 960,000 options to purchase an aggregate of 960,000 common shares of Company, on such terms as the Board of Directors may determine in its sole discretion, and to authorize the Board of Directors to issue up to 960,000 common shares of the Company on exercise of such options.

Please refer to Appendix A for a full explanation of the Proposals set out herein.

BY ORDER of the Board of Directors C.J. Lymbery, for Conyers Corporate Services (Bermuda) Limited, SecretaryDated: 20 April, 2018

Notes:

• 1. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy is received by DNB Bank ASA, Registrars Department, Oslo no later than14 May, 2018, 12:00 hours Central European Time.The address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the proxy by e-mail to e-mail address:vote@dnb.nowithin the aforementioned date and time.

• 2. A Form of Proxy is enclosed for use by holders of common shares held through the Norwegian Central Securities Depository (VPS) in connection with the business set out above.

• 3. Odfjell Drilling Ltd is an exempted company limited by shares incorporated under the laws of Bermuda. As of the date of this notice, the Company has an authorized share capital of 230,000,000 common shares, of which 198,736,900 common shares are in issuance and outstanding. Each common share represents one voting right. The common shares do also in other respects carry equal rights. As of the date of this notice, the Company does not own any treasury shares for which voting rights cannot be exercised.

APPENDIX A

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS (THE

"SPECIAL GENERALMEETING") OF ODFJELL DRILLING LTD TO BE HELD ON 16 May, 2018. -------------------------------------------------------------------------------------------------------------------------------

PRIVATE PLACEMENT OF NEW COMMON SHARES AND CONTEMPLATED SUBSEQUENT OFFERING OF NEW COMMON SHARES

On 19 April, 2018, the Company announced that it had carried out a private placement of 38,000,000 common shares to raise gross proceeds of approximately USD 175 million. The background for the private placement is further set out in the said announcement. The issuance of the new common shares requires the prior approval of the shareholders of the Company by a simple majority of votes cast.

Settlement of the common shares allocated to investors in the private placement will be carried out by way of shares borrowed from Odfjell Partners Ltd., and the new common shares to be issued by the Company in connection with the private placement following the approval at the Special General Meeting will be used for redelivery to Odfjell Partners Ltd. to settle the share lending arrangement.

In the announcement made on 19 April, 2018, the Company also announced a contemplated subsequent offering of up to 4,327,778 common shares directed towards shareholders of the Company not participating in the private placement (with the exception of Odfjell Partners Ltd. having waived its right to participate in the two offerings), to raise gross proceeds of up to approximately USD 20,000,000. The background for the contemplated subsequent offering is further set out in the said announcement. The issuance of the new common shares in the contemplated subsequent offering requires the prior approval of the shareholders of the Company by a simple majority of votes cast.

ISSUANCE OF OPTIONS TO PURCHASE COMMON SHARES TO THE CHIEF EXECUTIVE OFFICER

The Board of Directors of the Company propose that the Company incentivize the Chief Executive Officer of the Company, Simen Lieungh, by granting 960,000 options to him with each option to provide the right to subscribe for one common share of the Company at the same price as set in the private placement mentioned above, and with the options to be issued in three tranches of 320,000 options each, with the first tranche being exercisable on and from the second anniversary of the completion of the private placement mentioned above, the second tranche being exercisable on and from the third anniversary of the completion of the private placement mentioned above and the third tranche being exercisable on and from the fourth anniversary of the completion of the private placement mentioned above. The issuance of the options, and the common shares of the Company on exercise of the options, requires prior approval of the shareholders of the Company by a simple majority of the votes cast.

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COMPANY PROPOSALS

PROPOSAL 1-TO APPROVE AN INCREASE OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY

Based on the recommendation of the Board of Directors, it is proposed that the authorized share capital of the Company be increased from US$2,300,000 to US$2,800,000 by the creation of an additional 50,000,000 common shares of par value US$0.01 each rankingpari-passuwith the existing common shares of the Company.

PROPOSAL 2-TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE NEW COMMON SHARES IN CONNECTION WITH THE

PRIVATE PLACEMENT

Based on the recommendation of the Board of Directors, it is proposed that the Board of Directors be authorized to issue up to 38,000,000 new common shares in connection with the private placement of new common shares of the Company.

PROPOSAL 3-TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE NEW COMMON SHARES IN CONNECTION WITH THE

CONTEMPLATED SUBSEQUENT OFFERING

Based on the recommendation of the Board of Directors, it is proposed that the Board of Directors be authorized to issue up to 4,327,778 new common shares in connection with the contemplated subsequent offering of new common shares of the Company.

PROPOSAL 4-TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE TO THE CHIEF EXECUTIVE OFFICER OPTIONS TO PURCHASE COMMON SHARES OF THE COMPANY, AND TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE COMMON

SHARES OF THE COMPANY ON EXERCISE OF SUCH OPTIONS

Based on the recommendation of the Board of Directors, it is proposed that the Board of Directors be authorized to issue to the Chief Executive Officer of the Company, Simen Lieungh, up to 960,000 options to purchase an aggregate of 960,000 common shares of Company, on such terms as the Board of Directors may determine in its sole discretion, and to authorize the Board of Directors to issue up to 960,000 common shares of the Company on exercise of such options.

OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Special General Meeting other than that stated in the Notice of Special General Meeting.

The Board of Directors of the Company has determined that shareholders of record at the close of business on 19 April, 2018 as registered in the shareholder register in VPS on 23 April 2018 will be entitled to vote at the aforesaid meeting and at any adjournments thereof.

By Order of the Board of Directors

C.J. Lymbery for Conyers Corporate Services (Bermuda) Limited Company Secretary

20 April, 2018 Hamilton, Bermuda

FORM OF PROXY

Odfjell Drilling Ltd (the "Company")

Proxy Solicited for Special General Meeting 16 May, 2018.

The undersigned hereby authorizes, constitutes and appoints ______________________________________ or the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, to represent the undersigned at the Special General Meeting of shareholders of the Company to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda on 16 May, 2018 at 09.00 a.m. (local time) or any adjournment thereof, for the purposes set forth below and in the Notice of Special General Meeting issued by the Company on 20 April, 2018.

Please mark your votes as in this example.

Alternatively:

I will attend the Special General Meeting in person and vote my/our shares.

Name of shareholder in block letters: ________________________________________________________________

Signature(s)_________________________________________________________Date:________________________

Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.

No Shareholder shall be entitled to attend (in person or by proxy) unless this Proxy is received by DNB Bank ASA, Registrars Department, Oslo, not later than14 May, 2018, 12:00 hours Central European Time.The address of DNB is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. If delivery by hand, the address is: DNB Bank ASA, Registrars Dept., Dronning Eufemias gate 30, 0191 Oslo, Norway. Alternatively, send the Proxy by e-mail to e-mail address:vote@dnb.nowithin the aforementioned date and time.