Capital : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or otherwise transferred all of your shares in Capital Limited, please forward this document as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

Capital Limited

Notice of Annual General Meeting

This year's Annual General Meeting ("Meeting") of Capital Limited (the "Company") will be held at The CORE, 9th Floor, Ébène CyberCity, Mauritius on Wednesday 28 April 2021 at 10:00 am GMT. Please note that arrangements for the Meeting this year are different from those of previous years. As we expect significant restrictions on personal movement to still be in place due to COVID-19, we are utilising the provisions in Clause 21.3 of the Company's Bye-Laws to convene and hold this year's Meeting as a telephone conference meeting, strongly discouraging in person attendance.

Shareholders should note that they will not be able to vote via the conference call and that if they wish to vote on the Resolutions they must vote by proxy.

The Meeting will be convened with the minimum quorum of Shareholders (which will be facilitated by the Company's management) in order to conduct the business of the meeting. Therefore, instead of attending the Meeting, the Board urges Shareholders to vote by proxy on the Resolutions as early as possible. The Board strongly recommends that Shareholders appoint the Chairman of the Meeting as their proxy. In the interests of safety, any proxy who is not the Chairman of the Meeting, or any Shareholder attempting to attend the Meeting in person, may be denied access to the Meeting.

To join the Meeting, please click HEREfor dial-in numbers and Conference Code is 44639574#.

To view a copy of this Notice and the Annual Report online, please visit http://www.capdrill.com/investors/announcements

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 and 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 2020 and the auditor's report thereon.
2. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2020.
3. To re-elect as Director Alexander Davidson.
4. To re-elect as Director David Abery.
5. To re-elect as Director Michael Rawlinson.
6. To re-elect as Director Jamie Boyton.
7. To re-elect as Director Brian Rudd.
8. To re-appoint BDO LLP as the Company's auditor.
9. To authorise the Directors to agree the auditor's remuneration.
10. 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$6,335.16 (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

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allotted and issued (or in the case of treasury shares, transferred) and the Directors may allot and issue (or in the case of treasury shares, transfer) Equity Securities in pursuance of such offer or agreement as if the authority conferred by this resolution has not expired.

Special Resolutions

1. THAT, subject to the passing of resolution 10, 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 10, provided that this power shall:
2. 1. be limited to the allotment (or in the case of treasury shares, transfer) of Equity Securities up to an aggregate nominal amount of US$950.27 (representing approximately 5 per cent of the existing issued share capital of the Company as at the date of this Notice); and
   2. 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 (or in the case of treasury shares, transferred) and the Directors may allot and issue (or in the case of treasury shares, transfer) Equity Securities in pursuance of such offer or agreement as if the authority conferred by this resolution has not expired.
3. THAT the Company be generally and unconditionally authorised to make market purchases of Common Shares in accordance with the Companies Act 1981 (as amended), 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:
4. 1. the maximum aggregate number of Common Shares that may be purchased is 19,005,484;
   2. the minimum price (excluding expenses) which may be paid for each Common Share is its par value of US$0.0001;
   3. the maximum price (excluding expenses) which may be paid for each Common Share is the higher of:
   4. 1. 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
      2. 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 12 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.

Recommendation

The Directors consider that the resolutions set out in this Notice are in the best interests of the Company and shareholders as a whole and recommend that shareholders vote in favour of them. Each Director who holds Common Shares in the Company intends to vote in favour of the resolutions in respect of his own holdings.

By order of the Board	Capital Limited
	Victoria Place, 5th Floor
	31 Victoria Street
	Hamilton HM 10 Bermuda
André Koekemoer	31 March 2021
Company Secretary

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Approval of Directors' Renumeration Report (Resolution 2)

1. The Company is providing shareholders with the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 December 2020. You can find the full details of the Directors Remuneration Report on pages 43 to 52 of the Annual Report. It gives details of the Directors' Remuneration for the year ended 30 December 2020 and explains how the Company intends to apply the Directors' Remuneration Policy for the year ending December 2021.

Re-election of Directors (Resolutions 3-7)

2. In accordance with the UK Corporate Governance Code published by the Financial Reporting Council in July 2018, at this year's AGM all Directors will offer themselves up for re-election. Biographical details of all the Directors and their continuing contribution to the Company are set out on pages 16 and 17 in the Annual Report for 2020.

The Board has considered the individual skills, experience and attributes of each Director and considers that the composition of the Board is well balanced; it therefore recommends the re-appointment of each Director at the Meeting.

Authority to allot Equity Securities (Resolution 10)

3. This resolution complies with guidance issued by the Pension and Lifetime Savings Association ("PLSA") and Investment Association ("IA") and will, if passed, authorise the Directors to allot Equity Securities up to a maximum nominal amount of US$6,335.16, which represents approximately one third of the Company's issued share capital as at 31 March 2021, being the latest practicable date before the publication of this Notice.

As at close of business on 31 March 2021, the Company did not hold any treasury shares.

The authority granted by this resolution will expire on the date of the next annual general meeting of the Company or, if earlier, 15 months from the date on which this resolution is passed. The Directors have no present intention to exercise this authority.

Market purchases of Common Shares (Resolution 13)

4. This resolution allows the Company to make market purchases of Common Shares in accordance with the Companies Act 1981 (as amended), 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 the maximum aggregate number of Common Shares that may be purchased is 19,005,484; the minimum price (excluding expenses) which may be paid for each Common Share is its par value of US$0.0001; the maximum price (excluding expenses) which may be paid for each Common Share is the higher of: 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 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 Common Shares on the trading venue where the purchase is carried out.

The authority granted by this resolution will expire on the date of the next annual general meeting of the Company or, if earlier, 15 months from the date on which this resolution is passed.

The Directors have no present intention to exercise this authority.

Entitlement to attend and vote

5. Only those members registered on the Company's register of members at:

• 6.00 pm (UK time) on 26 April 2021; 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.

References to Common Shares

6. All references to Common Shares, Equity Securities, shares and treasury shares in this Notice shall be deemed to include any corresponding depository interests.

Website giving information regarding the Meeting

7. Information regarding the Meeting, including the information required by Bye-Law 20.2 of the Company's Bye-Laws, is available athttp://www.capdrill.com/investors/announcements

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Attending in person

8. Due to the impact of covid-19, Shareholders are encouraged not to attend the Meeting in person. In light of the prevailing guidance in relation to the COVID-19 outbreak and specifically the restrictions on unnecessary travel and large gatherings, the Meeting will be convened with the minimum quorum of Shareholders (which will be facilitated by the Company's management) in order to conduct the business of the meeting. In the interests of safety, any proxy who is not the Chairman of the Meeting, or any Shareholder attempting to attend the Meeting in person, may be denied access to the Meeting. The Company will continue to closely monitor the developing impact of COVID-19, including the latest guidance. Should it become appropriate to revise the current arrangements for the Meeting, any such changes will be notified to Shareholders through our website at www.capdrill.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

Form of instruction for holders of depository interests

9. 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

1. If you are a member of the Company at the time set out in note 5 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.
2. 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.
3. 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. The Board strongly recommends that Shareholders appoint the Chairman of the Meeting as their proxy. In the interests of safety, any proxy who is not the Chairman of the Meeting, or any Shareholder attempting to attend the Meeting in person, may be denied access to the Meeting.
4. 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 André Koekemoer either by telephone on [phone] or by email at [e-mail].
5. 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

15. 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;
• mailed to André Koekemoer at Capital Limited, The CORE, 9th Floor, Ébène CyberCity Mauritius; 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

16. 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 [e-mail]. 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.

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Appointment of proxies through CREST

17. 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. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

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

18. 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

19. 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.

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 André Koekemoer either by telephone on [phone] or by email at [e-mail].

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

20. 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 André Koekemoer at Capital Limited, The CORE, 9th Floor, Ébène CyberCity Mauritius. 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 [e-mail].

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.

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