Capital Drilling AR-AGM15.indd Capital Drilling Limited Notice of Annual General Meeting

This year's Annual General Meeting ("Meeting") of Capital Drilling Ltd. (the "Company") will be held at 61 Kim Yam Road,

239362, Singapore on 29 April 2015 at 10:00 am (UK time).

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 9 will be proposed as ordinary resolutions and resolutions 10 to 12 will be proposed as special resolutions.

Ordinary Resolutions

1. To receive and adopt the Directors' Report and Accounts for the year ended 31 December 2014 and the auditor's report thereon.

2. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2014.

3. To approve a final dividend of US1.9 cents per common share in respect of the year ended 31 December 2014 in favour of shareholders who are on the register of members at 5.00 pm (UK time) on the record date of 1 May 2015.

4. To re-elect as Director Jamie Boyton, who retires by rotation1.

5. To re-elect as Director Craig Burton, who retires by rotation1.

6. To re-elect as Director Mark Parsons, who was first appointed on 1 April 20151.

7. To re-appoint Deloitte & Touche as the Company's auditor.

8. To authorise the directors to agree the auditor's remuneration.

9. THAT the Directors be generally and unconditionally authorised to allot and issue Common Shares (or in the case of treasury shares, to transfer) and to make offers or agreements to allot and issue Common Shares in the Company or grant rights to subscribe for or to convert any security into Common Shares or any other shares in the Company (or in the case of treasury shares, transfer) (together "Equity Securities") up to an aggregate nominal amount of US$4,441.92 (representing approximately 33 per cent of the existing issued share capital of the Company as at the date of this notice), provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the next annual general meeting of the Company or, if earlier, on the date which is 15 months after the date upon which this resolution is passed (the "Prescribed Period"), except that the Company may, before such expiry, make offers or agreements which would or might require Equity Securities to be allotted and issued and the Directors may allot and issue Equity Securities in pursuance of such offer or agreement as if the authority conferred by this resolution has not expired.

Special Resolutions

10. THAT, subject to the passing of the resolution 9, the Directors be generally empowered to allot and issue Equity Securities for cash (or in the case of treasury shares, transfer) pursuant to the authority conferred by resolution 9, provided that this power shall:

a. be limited to the allotment of Equity Securities up to an aggregate nominal amount of US$673.02 (representing approximately 5 per cent of the existing issued share capital of the Company as at the date of this notice); and

b. expire at the end of the Prescribed Period, except that the Company may, before such expiry, make offers or agreements which would or might require Equity Securities to be allotted and issued and the Directors may allot and issue Equity Securities in pursuance of such offer or agreement as if the authority conferred by this resolution has not expired.

11. THAT the Company be generally and unconditionally authorised to make market purchases of Common Shares in accordance with the Companies Act 1981, the Listing Rules of the UK Listing Authority and on such other terms and in such manner as the Board may from time to time determine provided that:

a. the maximum aggregate number of Common Shares that may be purchased is 13,460,368;

1 Biographical details of directors offering themselves for re-election or re-appointment are set out in the Annual Report for 2014

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b. the minimum price (excluding expenses) which may be paid for each Common Share is its par value of

US$0.0001;

c. the maximum price (excluding expenses) which may be paid for each Common Share is the higher of:

i. 105 per cent of the average market value of a Common Share in the Company for the five business days prior to the day the purchase is made; and

ii. the value of a Common Share calculated on the basis of the higher of the price quoted for (a) the last independent trade of; and (b) the highest current independent bid for, any number of the Company's Common Shares on the trading venue where the purchase is carried out.

The authority conferred by this resolution 11 shall expire at the end of the Prescribed Period, except that the Company may, before such expiry, make a contract to purchase its own Common Shares which will or may be executed wholly or partly after the expiry of such authority.

12. THAT the Company's bye-laws be and are hereby amended by add the following wording to the end of bye-law

24.7:

"In the case of independent directors (as defined in the UK Listing Rules), their appointment or re-appointment must be approved by Ordinary Resolution, such approval to include a majority of votes cast by the independent shareholders (as defined in the UK Listing Rules) who voted on that Ordinary Resolution. If any such Ordinary Resolution to appoint or re-appoint an independent director is not so approved, the Company may propose a further Ordinary Resolution to appoint or re-appoint the relevant independent director which (i) may not be voted upon within 90 days of the date of the original resolution to appoint or re-appoint that director, (ii) must be voted on within 30 days from the end of the period referred to in (i), and (ii) must be passed as an Ordinary Resolution."

By order of the Board

Capital Drilling Ltd.

22 Victoria Street Cannon's Court Hamilton HM12

Bermuda

Uno Makotsvana

Company Secretary

2 April 2015

Notes to the Notice of Annual General Meeting
References to Common Shares
1. All references to Common Shares, Equity Securities, shares and treasury shares in this Notice shall be deemed to include any corresponding depository interests.
Entitlement to attend and vote
2. Only those members registered on the Company's register of members at:

6.00 pm (UK time) on 24 April 2015; or

if this Meeting is adjourned, at 6.00 pm (UK time) on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting.

Website giving information regarding the Meeting
3. Information regarding the Meeting, including the information required by Bye-Law 20.2 of the Company's Bye-Laws, is available at www.capdrill.com/investor-relations.
Attending in person
4. If you wish to attend the Meeting in person, please be in a position to confirm your identity by showing your passport, driving licence or other acceptable official photographic ID.
Form of instruction for holders of depository interests
5. If you hold your interest in the Company by way of depository interests rather than Common Shares you will not receive a proxy form. Instead you will receive a form of instruction which is similar to a proxy form and will enable you to exercise your voting rights in the Company as a depository interest holder. Please follow the instructions on the form of instruction if you wish to exercise your voting rights in this way.
Appointment of proxies
6. If you are a member of the Company at the time set out in note 2 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

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7. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights under Bye-Law 43.1, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
8. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.
9. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact Uno Makotsvana either by telephone on +65 6227 9050 or by email at uno.makotsvana@capdrill.com.
10. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your 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.
Appointment of proxy using hard copy proxy form
11. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:

completed and signed;

sent or delivered to Uno Makotsvana at Capital Drilling Ltd. 61 Kim Yam Road, 239362, Singapore; and received no later than 48 hours before the time appointed for holding the Meeting.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxies by email
12. As an alternative to completing the hard copy proxy form, you can appoint a proxy electronically by emailing a completed and signed copy of your proxy form to uno.makotsvana@capdrill.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 48 hours before the time appointed for holding the Meeting.
Appointment of proxies through CREST
13. CREST members who wish to vote appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https:// www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID) no later than 72 hours before the time appointed for the holding of the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Appointment of proxy by joint members
14. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
15. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

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Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Uno Makotsvana either by telephone on +65 6227 9050 or by email at uno.makotsvana@capdrill. com.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
16. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:

By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Uno Makotsvana at Capital Drilling Ltd. 61 Kim Yam Road, 239362, Singapore. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

By sending an e-mail to uno.makotsvana@capdrill.com.

In either case, the revocation notice must be received by no later than 3 hours before the time appointed for the holding of the
Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
Corporate representatives
17. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
18. As at the date of this notice of Meeting, the Company's issued share capital comprised 134,603,681 Common Shares of US$0.0001 each. Each Common Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company is 134,603,681.
The website referred to in note 3 will include information on the number of shares and voting rights.
Questions at the Meeting
19. Under Bye-Law 22.13, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:

answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

the answer has already been given on a website in the form of an answer to a question; or

it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Nominated persons
20. If you are a person who has been nominated under Bye-Law 43 to enjoy information rights ("Nominated Person"):
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the Meeting.
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
Documents on display
21. Copies of the letters of appointment of the non-executive directors of the Company will be available for inspection at Company's office at 61 Kim Yam Road, 239362, Singapore until the time of the Meeting and at the Meeting venue itself for at least 15 minutes prior to the Meeting until the end of the Meeting.
Board's present intentions
22. As at the date of this notice the board has no present intention of exercising either (i) the authority to allot shares in resolution 10, or (ii) the authority to buy-back shares in resolution 11.

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