Awilco Drilling : AWDR EGM Notice December 2022

Company number: 07114196

NOTICE OF GENERAL MEETING

AWILCO DRILLING PLC

(the "Company")

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company will be held at Company's offices of 2 Kingshill Park, Venture Drive, Westhill, Aberdeen AB32 6FL on 8 December

2022 at 12:00 noon (UK time) to consider, and if thought fit, pass the following resolutions:

• Resolutions 1 to 3 as Ordinary Resolutions; and
• Resolutions 4 to 6 as Special Resolutions.

ORDINARY RESOLUTIONS

1. THAT, in accordance with section 618 of the Companies Act 2006, every 100 ordinary shares of £0.0065 each in the capital of the Company be consolidated into one ordinary share of £0.65 ("New Ordinary Share"), such New Ordinary Shares having the same rights and being subject to the same restrictions as the ordinary shares currently in issue and as set out in the Company's articles of association, provided that, where such consolidation results in any shareholder being entitled to a fraction of a New Ordinary Share, such fraction shall be dealt with by the directors of the Company as they see fit pursuant to the powers available to them under the Company's articles of association.

1. THAT, the directors of the Company be and are hereby authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £7,000,000 in connection with one or more placings of shares, such authority to expire on the date falling five years from the date this resolution is passed.
2. THAT, in substitution for all existing authorities (other than the authority created by virtue of Resolution 2), the directors of the Company be and are hereby authorised generally and unconditionally to exercise all the powers of the Company (in accordance with section 551 of the Companies Act 2006) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £7,000,000, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTIONS

1. THAT, conditional upon the passing of Resolution 2 above, the directors of the Company be and are hereby empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 1 above as if section 561(1) of that Act did not apply to any such allotment.
2. THAT, conditional upon the passing of Resolution 3 above, the directors of the Company be and are hereby empowered to allot equity securities (as defined in section 560 of the

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Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of that Act did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £7,000,000 and to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power conferred by this resolution had not expired.

1. THAT the Company be and is hereby authorised to make an application to the Oslo Stock Exchange pursuant to Rule 2.11.2 (3) of the Oslo Stock Exchange Rule Book II to delist the Company's ordinary shares (in the form of registered beneficial interests) from the Oslo Stock Exchange, and that the directors of the Company be authorised to take all action reasonable or necessary to effect such delisting.
2. THAT, with effect from the conclusion of this general meeting, the articles of association produced to the meeting and initialled by the chair of the meeting for the purpose of identification be adopted as the articles of association of the Company (the "Articles") in substitution for, and to the exclusion of, the existing Articles.

Please refer to the Company's web pages - http://awilcodrilling.com/ - for further information about the background for the proposed resolutions.

As of the date of this notice the share capital of the Company is £354,779.75 and the number of issued shares is 54,581,500, each with a nominal value of GBP 0.0065. Each share carries one vote.

50 Broadway London SW1H 0BL United Kingdom

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NOTES TO THE NOTICE OF GENERAL MEETING

Euronext Securities Oslo (ESO) Shareholders

1. As your beneficial entitlement to shares of the Company is registered with Euronext Securities Oslo (the "ESO") and such shares are registered in the name of Nordic Issuer Services AS ("NIS") (on behalf of the ESO Register) in the Company's register of members located in the United Kingdom, attending, voting and speaking at the above-mentioned general meeting of the shareholders of the Company to be held on 8 December 2022 (the "Meeting") will have to be executed through NIS.

Important notice:

Note 1 above does not constitute any recommendation or advice on behalf of, or from, NIS. You are recommended to seek legal and/or financial advice from your preferred advisor should you have any questions related to note 1 and/or to the information contained in documents to which this notice is attached. You or your advisor may contact the issuer of the documents for guidance; this is including, but not limited to, any exercise of (indirect) shareholder rights you may have and/or should want to exercise. NIS may on direct request give technical guidance on how to retire your interest in the issuer of the documents to which this notice is attached from the ESO for the purpose of you being entered into the Register of Members, i.e. the primary register of the issuer referred to, in order for you to exercise any shareholder rights, as applicable, directly against the issuer, or any other third parties, including, but not limited to, any compulsory buy-out ("squeeze out") proceedings or any other legal or litigation proceedings.

Voting Instructions

1. You may either:
2. 1. instruct NIS to appoint someone of your choosing as proxy to exercise rights to attend, speak and vote at the Meeting on your behalf and in accordance with your instructions; or
   2. authorise NIS to appoint a proxy of their choosing to exercise rights to attend, speak and vote at the Meeting on your behalf and in accordance with your instructions.
3. You should have received a Voting Instruction Form with this notice of the Meeting. You can only issue Voting Instructions in accordance with note 2 above using the procedures set out in these notes and the notes to the Voting Instruction Form.
4. To provide instructions using the Voting Instruction Form, the form must be:
5. • completed and signed;
   • delivered to NIS as a PDF file by email sent to info@nordicissuer.com (or alternatively by mail to address: Nordic Issuer Services AS, S-T Strom, Billingstadsletta 13, 1396, Billingstad, Norway) and
   • received by NIS no later than 12:00 noon (UK time) on 6 December.
6. If you do not give an indication of how to vote on any resolution, the proxy will vote your shares in favour. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. If you do not return a Voting Instruction Form within the deadline set out in note 4 above, neither NIS nor a proxy will exercise any rights to attend, speak and vote at the Meeting on your behalf in respect of the shares to which you are beneficially entitled.
7. In the case of a beneficial owner which is a company, the Voting Instruction Form must be

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executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

7. Any power of attorney or any other authority under which the Voting Instruction Form is signed (or a duly certified copy of such power or authority) must be included with the Voting Instruction Form.

Changes to Voting Instruction Form

1. To change your Voting Instructions simply submit a new Voting Instruction Form using the methods set out above. Note that the latest time for receipt of Voting Instruction Forms (see note 4 above) also apply in relation to amended instructions; any amended Voting Instruction Form received after such time will be disregarded.
2. If you submit more than one valid Voting Instruction Form, the appointment received last before the latest time for the receipt will take precedence.

Termination of Voting Instruction Form

1. In order to revoke a Voting Instruction Form you will need to inform NIS by sending a signed hard copy notice clearly stating your intention to revoke your Voting Instruction Form.
2. The revocation notice must be received by NIS no later than 12:00 noon (UK time) on 6 December. If you attempt to revoke your Voting Instruction Form but the revocation is received after the time specified then your Voting Instruction Form will remain valid.

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GENERAL MEETING

VOTING INSTRUCTION FORM

AWILCO DRILLING PLC (the "Company")

Before completing this form, please read the explanatory notes.

(*Please complete in BLOCK CAPITALS)

I/We ____________________________________________________________ (insert name)* of

_________________________________________________________________ (insert address)*

being beneficially entitled to _____________ (insert number)* ordinary shares ("Voting Shares")

of the Company hereby instruct Nordic Issuer Services AS in accordance with:

Please indicate selected option with an 'X'

Voting Option A

Voting Option B

VOTING OPTION A

I/We instruct Nordic Issuer Services AS to appoint the following proxy:

Name: ____________________________________________________________ (insert name)*

to vote in respect of the Voting Shares on the resolutions to be proposed at the General Meeting of the Company to be held on 8 December 2022 and at any adjournment thereof (the "Meeting") as I/we have indicated in the Voting Instructions below.

VOTING OPTION B

I/We instruct Nordic Issuer Services AS to appoint a proxy of their choosing to vote in respect of the Voting Shares on the resolutions to be proposed at the Meeting as I/we have indicated in the Voting Instructions below.

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