Atlantica Tender Drilling : ATDL) Notice of Annual General Meeting

Atlantica Tender Drilling Ltd.

(Company)

N O T I C E

YOU ARE HEREBY NOTIFIED that the 2020 Annual General Meeting (AGM) of the Company will be held at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda, on: 10 November 2020 at 10:00 a.m. (BDA time) being 3:00 p.m. (CET) for the transaction of the following business:

A G E N D A

1. Elect a Chairman.
2. Confirm notice of the meeting.
3. Confirm the quorum.
4. To consider and, if thought fit, waive presentation of audited financial statements of the Company in respect of the financial period ended 31 December 2019.
5. To consider and, if thought fit, receive and adopt the consolidated audited financial statements for the year ended 31 December 2019. The financials are available on www.atlanticatd.com or from the Company by request to Reese Mc Neel at [e-mail].
6. To consider and, if thought fit, approve:
7. 1. the appointment of an auditor, and
   2. that the Board be authorised to determine the auditors' remuneration
8. To consider and, if thought fit, approve the election of Directors as follows:
9. 1. elect Directors for the ensuing year; and
   2. resolve fees payable to the Directors and Officers
10. To consider and, if thought fit, authorise Ocorian (Bermuda) Limited (Ocorian) to act on behalf of the Company.

The Shareholders are encouraged to participate by signing and submitting the Form of Proxy attached as Appendix 1 to:

DNB Bank ASA, Registrars Dept., address: Dronning Eufemias gate 30, 0191 Oslo, Norway, or [e-mail] ON OR PRIOR TO 9 November 2020, 12.00 HOURS (NOON) CENTRAL EUROPEAN TIME

BY ORDER OF THE BOARD

Secretary

Dated: 30 October 2020

To: DNB Bank ASA

Cc: Erling Lind

Alf C Thorkildsen

Pål Reiulf Olsen

Kristan Bodden

Registered Office: Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda

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APPENDIX 1

FORM OF PROXY

Atlantica Tender Drilling Ltd.

IN ORDER TO PARTICIPATE IN THE ANNUAL GENERAL MEETING OF Atlantica Tender Drilling Ltd. TO BE HELD AT VICTORIA PLACE, 5TH FLOOR, 31 VICTORIA STREET, HAMILTON HM 10, BERMUDA, AT 10:00 A.M. (BDA TIME) BEING 3.00 P.M. (CET) ON 10 NOVEMBER 2020. THE SHAREHOLDERS MUST COMPLETE AND ENSURE THAT BY 09 NOVEMBER 2020 AT 12P.M. (NOON) CET THIS FORM OF PROXY IS RECEIVED BY DNB BANK ASA, REGISTRARS DEPT., ADDRESS: DRONNING EUFEMIAS GATE 30, 0191 OSLO, NORWAY, OR [e-mail]

DNB Bank ASA, being a member of the above-named Company, hereby appoints the following

person(s) (not required to be filled out by the Shareholders):

Any one of Alison Dyer-Fagundo, Philip Anderson, or Janita Burke

……………………………………………………………

or, failing whom, the Chairman of the Meeting as our proxy to attend and, on a poll, to vote on our behalf at the annual general meeting of the Company to be held at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM10, Bermuda at 10:00 a.m. BDA time being 3:00 pm CET on 10 November 2020(or at any adjournment thereof). We direct that our proxy will vote (or abstain from voting) on a poll on the resolutions set out in the Notice of annual general meeting as indicated below:

RESOLUTIONS

For

Against Abstain

To approve that pursuant to the provisions of Section 88(1) of the Companies Act 1981 and it having been agreed by all the Directors, that in respect of the financial year ended 31 December 2019, no financial statements or auditor's report thereon of the Company as a stand-alone entity need be laid before the Company in General Meeting.

To receive, approve and adopt the audited consolidated financial statements for the financial year ended 31 December 2019 as available on the Company's web-site www.atlanticatd.com or from the Company by request to [e-mail].

To approve that:

(a) BDO USA, LLP be and are hereby appointed auditor of the Company to hold office until the close of the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-Laws, at a remuneration to be determined by the Board; and

1. the Board be authorised to determine the auditor's remuneration.

To approve that:

(a) the following persons be and are hereby elected to serve as Directors of the Company until the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-laws of the Company:

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Erling Lind (re-elected)

Pål Reiulf Olsen (re-elected)

Alf C Thorkildsen (re-elected)

Kristan Bodden (re-elected)

1. remuneration payable to the officers and members of the Board of Directors of the Company for the financial year ended 31 December 2020 shall be as follows:

Chairman: USD 75,000

Board member: USD 25,000

Additional compensation to members of audit committee or compensation committee: USD 10,000

To approve that:

1. any Director and/or Officer of the Company (whether acting individually or together with another or others) be and they are hereby authorised to do all acts and things and to agree all fees as might in his sole discretion be necessary and desirable and to give, make, sign, execute and deliver in the name of and on behalf of the Company, whether under hand or under seal, all other notes, deeds, agreements and other documents as the individual(s) acting may in his absolute discretion consider necessary or desirable in connection with the foregoing resolutions, such approval to be conclusively evidenced by his execution thereof; and
2. Estera be and is hereby authorised and directed to attend to such further statutory formalities under the Companies Act 1981, as amended, to accomplish the foregoing.

Please note that a vote to "abstain" is not a vote in law and will not be counted in the calculation of the votes cast for and against the resolution.

PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED

Signature of shareholder or common seal/signature of duly authorised officer of corporate shareholder

…….....................................................……………..……………………………………………………

Print Name:

Date:

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Notes:

1. A proxy need not be a member of the Company but must attend the Meeting to represent you. You may appoint as your proxy a person of your own choice by inserting his name in the space provided. If no name is inserted in the space provided the Chairman will be deemed appointed as the proxy.
2. Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the special general meeting (including any motion to withdraw any resolution on the recommendation of the Board, to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion.
3. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by DNB Bank ASA, Registrars Dept., address: Dronning Eufemias gate 30, 0191 Oslo, Norway, or [e-mail], on or prior to 09 November 2020, 12.00 hours (noon) Central European Time.
4. In the case of a corporate shareholder, this Form of Proxy should be executed by a Director or a duly authorised officer or other person authorised to sign the same.