Oslo, 17 November 2025: Reference is made to the stock exchange announcement made by Dolphin Drilling AS (the "Company") on 11 November 2025 regarding the private placement of 13,774,772,727 new shares in the Company at a subscription price of NOK 0.011 per share (the "Subscription Price"), raising gross proceeds of approximately NOK 151.5 million, equivalent to approximately USD 15 million (the "Private Placement").
The Company's board of directors (the "Board") hereby calls for an extraordinary general meeting to be held on 1 December 2025 at 11:00 CET (the "EGM") in order to, inter alia, approve (i) the issuance of new shares in the Private Placement; (ii) granting an authorisation to the Board to issue new shares as compensation to the underwriters in the Private Placement; (iii) authorise the Board to issue shares to facilitate a reverse share split; (iv) a reverse share split in the ratio of 300:1; and (v) election of members to the Board. It is proposed that the Board is authorised to set the relevant key dates for the proposed reverse share split, such as last day including, ex-date and record date. In connection with the reverse share split, it will also be necessary to change the ISIN of the Company's shares. Further information about key dates and the change of ISIN will be given through stock exchange announcements at a later time.
Shareholders who, as of the date of implementation of the reverse share split (i.e. the record date for the reverse share split), own a number of shares that does not result in a whole number when divided by 300 will have their shareholding rounded down to the nearest number of shares that results in a whole number when divided by 300. No fractional shares will be issued, and the shareholders will not be compensated for the rounding. Shareholders who own fewer than 300 shares will have their shareholding rounded down to zero. The Board proposes that every fractional share will be added together to whole shares and sold on Euronext Growth Oslo, and that the net proceeds from the sale are donated to a charitable purpose as determined by the Board.
The EGM notice, including the Board's proposed resolutions, the notice of attendance and proxy forms, are attached to this notice and will be made available on the Company's website https://www.dolphindrilling.com/investor-relations.
The EGM will be held electronically. Shareholders are encouraged to attend the EGM by casting their votes in advance or granting a proxy to the chair of the Board within 27 November 2025 at 23:59 CET. Further details are found in the attached notice.
For environmental and cost reasons, the Company will send future messages to shareholders, including notices of general meetings, electronically through the VPS (see page 2 of the attached notice). To receive information electronically, please visit your online bank or https://investor.vps.no/garm/auth/login, or contact your VPS account manager.
For further information, please contact:
Ingolf Gillesdal, CFO
Mob: +47 920 45 320
Mail: Ingolf.gillesdal@dolphindrilling.com
About Dolphin Drilling AS:
Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which owns and operates a fleet of harsh environment mid-water & deep-water semisubmersible drilling rigs, capable of working worldwide.