SHELF DRILLING, LTD. (THE "COMPANY")

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of the Company (the
"Meeting") will be held on Wednesday, June 12, 2024 at the offices of Conyers
Dill & Pearman, SIX, 2nd Floor, Cricket Square, 171 Elgin Ave, George Town,
Grand Cayman, Cayman Islands at 8:00 am (Cayman Islands time) for the purpose of
noting item 1 and considering and, if thought fit, passing the resolutions in
items 2 to 4:

1. Presentation of Financial Statements and Annual Report
In accordance with the Company's Articles of Association, the audited
consolidated financial statements of the Company for the year ended December 31,
2023 will be presented at, and laid before, the Meeting. These statements have
been approved by the Directors of the Company. There is no requirement under
Cayman Islands law that such statements be approved by shareholders, and no such
approval will be sought at the Meeting.

As ordinary resolutions:
2. Election of David Mullen
That, with effect from August 14, 2024, being the date that he steps down as
Chief Executive Officer, David Mullen is elected as a Director and Executive
Chair of the Company until such time as such Director resigns or is removed from
office in accordance with the Articles of Association of the Company in effect
from time to time.

Reference is made to the announcement by the Company on February 7, 2024
regarding the transition plan where David Mullen will step down from the role of
Chief Executive Officer (CEO) and assume that of Executive Chair and Greg
O'Brien, current Executive Vice President & Chief Financial Officer, will be
appointed as CEO.

3. Increase authorised share capital
That, the Company's authorised share capital be increased from US$ 2,340,634.73
divided into 234,063,473 shares of a nominal or par value of US$ 0.01 each to
US$ 2,780,634.73 divided into 278,063,473 shares of a nominal or par value of
US$ 0.01 each, by the creation of an additional 44,000,000 shares of nominal or
par value US$ 0.01 each.

Shareholders are advised that the additional authorised but unissued share
capital is intended for the following purposes:

(i) for the Company's 2017 Long Term Incentive Programme or such other
management long term incentive programme approved by the Board from time to
time; and
 
(ii) for the general corporate purposes of the Company including, but not
limited to, the issuance of shares in connection with any merger or acquisition
opportunities, to take advantage of any business opportunities more generally,
or to generate additional working capital through one or more offerings, in each
case as may arise and upon terms decided by the Board,

in each case in such proportions as the Board may determine to be in the
interests of the Company.

As a special resolution:
4. Amending Memorandum and Articles of Association
That, the existing Tenth Amended and Restated Memorandum and Articles of
Association of the Company be and are hereby replaced in their entirety with the
Eleventh Amended and Restated Memorandum and Articles of Association of the
Company, a copy of which is annexed hereto as Annexure 1. 

Reference is made to the redline comparison document annexed hereto as Annexure
2 showing the proposed changes to the Tenth Amended and Restated Memorandum and
Articles of Association.  

A summary of the key changes to the Memorandum and Articles of Association are
set out below:
(i) updating the authorised share capital of the Company in accordance with
resolution 3 above; 
 
(ii) incorporating changes from prior separate duly approved amendments to the
Articles of Association of the Company that have not yet been incorporated into
an amended and restated version;

(iii) deleting references to prior major shareholders CHAMP and Lime Rock who
have since sold their shares in the Company;

(iv) deleting provisions relating to the Preferred Share class and ancillary
terms;

(v) changing the fixed number of Directors from eleven to provide more
flexibility for the Company to have any number of Directors between three and
eleven Directors; and

(vi) including provisions to permit unanimous written resolutions of the
Directors (in lieu of a meeting). 


By Order of the Board.

Ernie Danner 
Chairman of the Board

Date: May 15, 2024

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