UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 20-F

☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition periods from ______________________ to______________________

OR

☐			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ..................

____________________________________________

Commission File Number: 001-39007

____________________________________________

Borr Drilling Limited

(Exact name of registrant as specified in its charter)

____________________________________________

Bermuda

(Jurisdiction of incorporation or organization)

S.E. Pearman Building

2nd Floor 9 Par-la-Ville Road

Hamilton HM11 Bermuda

+1 (441) 542-9234

(Address of principal executive offices)

Mi Hong Yoon

2nd Floor 9 Par-la-Ville Road

Hamilton HM11 Bermuda

+1 (441) 542-9234

James A. McDonald

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London EC2N 4BQ England

+44 (0)20 7519 7183

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

____________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common shares of par value $0.10 per share			BORR			The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2024, there were 244,926,821 common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒     Accelerated filer ☐     Non-accelerated filer ☐         Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.    ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.         ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒			International Financial Reporting Standards as issued by the International Accounting Standards Board ☐			Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 ☐  Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

---

TABLE OF CONTENTS

PART I									6
ITEM 1.						IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			6
ITEM 2.						OFFER STATISTICS AND EXPECTED TIMETABLE			6
ITEM 3.						KEY INFORMATION			6
A.						[RESERVED]			6
B.						CAPITALIZATION AND INDEBTEDNESS			6
C.						REASONS FOR THE OFFER AND USE OF PROCEEDS			6
D.						RISK FACTORS			7
ITEM 4.						INFORMATION ON THE COMPANY			39
A.						HISTORY AND DEVELOPMENT OF THE COMPANY			39
B.						BUSINESS OVERVIEW			40
C.						ORGANIZATIONAL STRUCTURE			54
D.						PROPERTY, PLANTS AND EQUIPMENT			54
ITEM 4A.						UNRESOLVED STAFF COMMENTS			54
ITEM 5.						OPERATING AND FINANCIAL REVIEW AND PROSPECTS			55
A.						OPERATING RESULTS			63
B.						LIQUIDITY AND CAPITAL RESOURCES			66
C.						RESEARCH & DEVELOPMENT, PATENTS AND LICENSES, ETC.			70
D.						TREND INFORMATION			70
E.						CRITICAL ACCOUNTING ESTIMATES			70
ITEM 6.						DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			71
A.						DIRECTORS AND SENIOR MANAGEMENT			71
B.						COMPENSATION			73
C.						BOARD PRACTICES			74
D.						EMPLOYEES			75
E.						SHARE OWNERSHIP			76
F.						DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION			78
ITEM 7.						MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			78
A.						MAJOR SHAREHOLDERS			78
B.						RELATED PARTY TRANSACTIONS			79
C.						INTERESTS OF EXPERTS AND COUNSEL			80
ITEM 8.						FINANCIAL INFORMATION			80
A.						CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION			80
B.						SIGNIFICANT CHANGES			80
ITEM 9.						THE OFFER AND LISTING			80
A.						OFFER AND LISTING DETAILS			80
B.						PLAN OF DISTRIBUTION			80
C.						MARKETS			80
D.						SELLING SHAREHOLDERS			80
E.						DILUTION			81
F.						EXPENSES OF THE ISSUE			81
ITEM 10.						ADDITIONAL INFORMATION			81
A.						SHARE CAPITAL			81
B.						MEMORANDUM AND ARTICLES OF ASSOCIATION			81
C.						MATERIAL CONTRACTS			85
D.						EXCHANGE CONTROLS			85

---

E.						TAXATION			85
F.						DIVIDENDS AND PAYING AGENTS			89
G.						STATEMENT BY EXPERTS			89
H.						DOCUMENTS ON DISPLAY			89
I.						SUBSIDIARY INFORMATION			90
J.						ANNUAL REPORT TO SECURITY HOLDERS			90
ITEM 11.						QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			90
ITEM 12.						DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			91
A.						DEBT SECURITIES			91
B.						WARRANTS AND RIGHTS			91
C.						OTHER SECURITIES			91
D.						AMERICAN DEPOSITORY SHARES			91
PART II									92
ITEM 13.						DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			92
ITEM 14.						MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			92
ITEM 15.						CONTROLS AND PROCEDURES			92
ITEM 16.						[RESERVED]			93
ITEM 16A.						AUDIT COMMITTEE FINANCIAL EXPERT			93
ITEM 16B.						CODE OF ETHICS			93
ITEM 16C.						PRINCIPAL ACCOUNTANT FEES AND SERVICES			93
ITEM 16D.						EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES			94
ITEM 16E.						PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS			94
ITEM 16F.						CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			94
ITEM 16G.						CORPORATE GOVERNANCE			94
ITEM 16H.						MINE SAFETY DISCLOSURE			94
ITEM 16I.						DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS			94
ITEM 16J.						INSIDER TRADING POLICIES			95
ITEM 16K.						CYBERSECURITY			95
PART III									96
ITEM 17.						FINANCIAL STATEMENTS			96
ITEM 18.						FINANCIAL STATEMENTS			96
ITEM 19.						EXHIBITS			97

NOTE ON THE PRESENTATION OF INFORMATION

We have prepared this annual report using a number of conventions, which you should consider when reading the information contained herein. In this annual report, unless the context otherwise requires, (i) references to “Borr Drilling Limited,” “Borr Drilling,” the “Company,” the “Registrant,” “we,” “us,” “Group,” “our” and words of similar import refer to Borr Drilling Limited and its consolidated subsidiaries, (ii) references to our “Board” or “Board of Directors” refer to the board of directors of Borr Drilling Limited and “Director” or “Directors” refers to a member or members of the Board, as applicable, (iii) references to “Borr Drilling Management UK” refers to our subsidiary Borr Drilling Management (UK) Ltd, (iv) references to our “Memorandum,” or the “Bye-Laws,” each provision thereof a “Bye-Law,” refer to the memorandum of association and the amended and restated bye-laws of Borr Drilling Limited, respectively, each as in effect from time to time, (v) references to “Magni” or “Magni Partners” refers to Magni Partners Limited, (vi) references to “Drew” refer to Drew Holdings Ltd., (vii) references to our “2028 Notes” refer to our senior secured notes due 2028, (viii) references to our “2030 Notes” refer to our senior secured notes due 2030, (ix) references to “Notes” refer to the 2028 Notes and 2030 Notes together, (x) references to the “Convertible Bonds” refer to our convertible bonds due in 2028, (xi) references to our “Super Senior Credit Facility” refer to our $195 million super senior credit facility, comprised of a $150 million Revolving Credit Facility and a $45 million Guarantee Facility, with DNB Bank ASA and Citibank N.A, Jersey Branch, (xii) references to “Mexican JVs” refers to Perforaciones Estrategicas e Integrales Mexicana S.A. de C.V. (“Perfomex”) and Perforaciones Estrategicas e Integrales Mexicana II, SA de CV (“Perfomex II”) as the context may require, (xiii) references to “Paragon” refer to Paragon Offshore Limited, (xiv) references to “Seatrium” and “PPL” refer to the shipyards Seatrium New Energy Limited (formerly known as Keppel FELS Limited) and PPL

---

Shipyard Pte Ltd., respectively, including their respective subsidiaries and affiliates as the context may require and (xv) references to our “Shares” refer to our outstanding common shares, par value $0.10 per share.

References in this annual report to (i) the "SEC" refer to the US Securities and Exchange Commission and (ii) "U.S. GAAP" refer to the accounting principles generally accepted in the United States of America.

PRESENTATION OF FINANCIAL INFORMATION

We prepare financial statements in accordance with U.S. GAAP and all financial information included in this annual report is derived from our U.S. GAAP consolidated financial statements, except as otherwise indicated.

Our consolidated financial statements included in this annual report comprise our consolidated statements of operations, comprehensive income/(loss), changes in shareholders’ equity, and cash flows for the years ended December 31, 2024, 2023 and 2022 and consolidated balance sheets as of December 31, 2024 and 2023 (“Audited Consolidated Financial Statements”). We present our consolidated financial statements in U.S. dollars.

Unless otherwise indicated, all references to “U.S.$” and “$” in this annual report are to, and amounts are presented in, U.S. dollars. All references to “€,” “EUR,” or “Euros” are to the single currency of the European Monetary Union, all references to “£,” or “Pounds” are to pounds sterling.

NON-U.S. GAAP FINANCIAL INFORMATION

In this annual report, we present Adjusted EBITDA, as defined under "Item 5. Operating and Financial Review and Prospects", which is a non-GAAP financial measure. This measure is an important measure that we use to assess financial performance. Adjusted EBITDA as used herein represents net income adjusted for: depreciation of non-current assets; (loss) / income from equity method investments; total financial expenses, net; and income tax expense. During 2024, we changed our definition of Adjusted EBITDA to exclude the adjustment for amortization of deferred mobilization and contract preparations costs as well as the adjustment for amortization of deferred mobilization, demobilization and other revenue. We believe that this change enables us to be more closely aligned with the calculation methodology used by many of our industry peers. Adjusted EBITDA for all periods presented has been updated as per the definition above. We present Adjusted EBITDA because we believe that it and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance. We believe Adjusted EBITDA provides meaningful information about the performance of our business and therefore we use it to supplement our U.S. GAAP reporting. Moreover, our management uses Adjusted EBITDA in presentations to our Board to provide a consistent basis to measure operating performance of our business, as a measure for planning and forecasting overall expectations, for evaluation of actual results against such expectations and in communications with our shareholders, lenders, bondholders, rating agencies and others concerning our financial performance. We believe that Adjusted EBITDA improves the comparability of year-to-year results and is more representative of our underlying performance, although Adjusted EBITDA has significant limitations, including not reflecting taxes, debt service or the cost of replacement of a rig at the end of its useful life. Non-GAAP financial measures may not be comparable to similarly titled measures of other companies and have limitations and should not be considered in isolation or as a substitute for analysis of our net income or other operating results as reported under U.S. GAAP.

MARKET AND INDUSTRY DATA

In this annual report, we present certain market and industry data. Certain information contained in this annual report regarding our industry and the markets in which we operate is based on our own internal estimates and research. This information is based on third party services which we believe to be reliable. Unless otherwise indicated, the basis for any statements regarding our competitive position in this annual report is based on our own assessment and knowledge of the market in which we operate. Forward-looking information obtained from third party sources is subject to the same qualifications and the uncertainties regarding the other forward-looking statements in this annual report.

Market data and statistics are inherently predictive and subject to uncertainty and do not necessarily reflect actual market conditions. As a result, investors should be aware that statistics, statements and other information relating to markets, market sizes, market shares, market positions and other industry data set forth in this annual report, including in the section entitled “Item 4.B. Business Overview—Industry Overview” (and any projections, assumptions and estimates based on such data) may not be reliable indicators of our future performance and the future performance of the offshore drilling industry. See the sections entitled “Item 3.D. Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

3

---

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” "goals,", “intend,” “plan,” "projection", “believe,” “should,” “continue,” “likely to,” "target", "outlook" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, liquidity requirements, strategy and financial needs. These forward-looking statements appear in a number of places in this annual report and include statements about:

•plans, objectives, goals, strategies,

•outlook, prospects, future events or performance, underlying assumptions,

•expected industry trends, including the attractiveness of shallow water drilling and activity levels in the jack-up rig and oil industry,

•day rates, market outlook, contract backlog, expected contracting and operation of our jack-up rigs,

•drilling contracts and contract terms,

•demand for and expected utilization of rigs, and tender activity and new tenders,

•oil and gas price trends,

•plans regarding rig deployment,

•expected commencement date and duration of new contracts, including for our two newbuilds,

•our fleet and its prospects,

•expected financial results and performance,

•dividend policy,

•our share repurchase program,

•our JVs, including plans and strategy and expected payments from our JVs’ customers,

•climate change matters and energy transition, our commitment to safety and the environment,

•competitive advantages and business strategy, including our growing industry footprint, strengthening of our drilling industry relationships, our aim to establish ourselves as the preferred provider in the industry,

•compliance with laws and regulations,

•expected sources of liquidity and funding, statements about funding requirements,

•factors affecting results of operations,

•expected adoption of new accounting standards and their expected impact,

•the statements in the sections entitled “Item 4.B. Business Overview—Industry Overview” and “Item 5.D. Trend Information,” and

•other non-historical statements, which are other than statements of historical or present facts or conditions.

The forward-looking statements in this annual report are based upon current estimates, expectations, beliefs and various assumptions, many of which are based, in turn, upon further assumptions, including management’s examination of historical operating trends, data contained in our records and other data available from third parties. These assumptions are inherently subject to significant risks, uncertainties, contingencies and factors that are difficult or impossible to predict and are beyond our control, and that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Numerous factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements including:

•risks relating to our industry and business, including risks relating to industry conditions, supply and demand, tendering activity, and day rates,

•risks relating to customer drilling programs including potential suspensions or delays,

•the impact of new or reactivated rigs on the market, contract awards, rig mobilization and contract backlog,

•costs of maintenance and the impact of special periodic surveys on the performance of our drilling rigs,

•risks relating to our liquidity, including the risk that we may not be able to meet our liquidity requirements from cash flows from operations, and through issuance of additional debt or equity or sale of assets,

•risks relating to our debt instruments or the ability to obtain adequate financing for our business plans and debt service and other liquidity requirements, including risks relating to our ability to comply with covenants and obtain any necessary waivers and the risk of cross defaults, risks relating to our ability to meet or refinance our significant debt

4

---

obligations including debt maturities and our other obligations as they fall due, risks relating to our Convertible Bonds maturing in 2028 and the Notes maturing in 2028 and 2030, risks relating to future financings including the risk that future financings may not be completed when required and future equity financings will dilute shareholders and the risk that the foregoing would result in insufficient liquidity to continue our operations or to operate as a going concern,

•fluctuations in oil prices,

•changes in governmental regulations that affect the Company or the operations of the Company's fleet,

•fluctuations in interest rates or exchange rates,

•changes in tax laws, treaties and regulation, tax assessments and liabilities for tax issues, legal and regulatory matters in the jurisdictions in which we operate,

•competition in the offshore drilling industry and regulation by competent authorities,

•risks related to climate change, including climate-change or greenhouse gas related legislation or regulations and the impact on our business from climate-change related physical changes or changes in weather patterns, and the potential impact of new regulations relating to climate-change and the potential impact on the demand for oil and gas,

•the impact of global economic and financial market conditions and inflation,

•global health threats, pandemics and epidemics,

•risks relating to the military action in Ukraine and the Middle East, and any related sanctions, and their impact on our business,

•our ability to successfully complete and realize the intended benefits of any mergers, acquisitions or divestitures,

•the risk of delays in payments to our JVs and consequent payments to us,

•risks relating to delay in payment from customers or the risk that our customers do not comply with their contractual obligations,

•our ability to maintain relationships with suppliers, customers, employees and third parties, the cancellation of drilling contracts currently included in reported contract backlog, losses on impairment of long-lived fixed assets, shipyard works and other delays, limitations on insurance coverage, and our ability to attract and retain skilled personnel on commercially reasonable terms,

•the occurrence of cybersecurity incidents or other breaches to our information technology systems including our rig operating systems, and

•and other risks described in “Item 3.D. Risk Factors.”

Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

Any forward-looking statements that we make in this annual report speak only as of the date of such statements and we caution readers of this annual report not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this annual report should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. You should read this annual report, and each of the documents filed as exhibits to the annual report, completely, with this cautionary note in mind, and with the understanding that our actual future results may be materially different from what we expect.

5

---

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.[RESERVED]

B.CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C.REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

6

---

D.RISK FACTORS

Our business, financial condition, results of operations and liquidity can suffer materially as a result of any of the risks described below. While we have described all of the risks we consider material, these risks are not the only ones we face. We are also subject to the same risks that affect many other companies, such as technological obsolescence, labor relations, geopolitical events, climate change and risks related to conducting international operations. Additional risks not known to us or that we currently consider immaterial may also adversely impact our business. Our business routinely encounters and addresses risks, some of which may cause our future results to be different—sometimes materially different—than we presently anticipate.

SUMMARY OF KEY RISKS

•Risk factors related to our industry

▪The offshore drilling industry and jack-up drilling market historically has been highly cyclical, with periods of low demand and/or over-supply that could result in adverse effects on our business.

▪The offshore drilling industry and the jack-up drilling market are highly competitive, with periods of excess rig availability which reduce dayrates and could result in adverse effects on our business.

▪The success of our business largely depends on the level of activity in the oil and gas industry, which can be significantly affected by volatile oil and natural gas prices.

▪Global geopolitical tensions and instability may rise and create heightened volatility in the oil and natural gas prices that could result in adverse effects on our business.

▪Global, international and national trends in renewable energy based infrastructure and power supply and generation may cause long-term demand for our customers products and services to fall, and in turn affect the demand for our services.

▪Down-cycles in the offshore drilling industry and other factors may affect the market value of our jack-up rigs.

▪Growing importance of Artificial Intelligence (AI) in the oil and gas industry.

•Risk factors related to our business

▪We may not be able to renew contracts as they expire, and our customers may seek to cancel, suspend or renegotiate their contracts.

▪We may be unable to obtain favorable contracts for our jack-up rigs.

▪Our Total Contract Backlog may not be realized.

▪We may be obligated to fund cash calls from our joint ventures in Mexico in order to fund working capital, capital expenditure outlays or any shortfalls, due to delays in invoices being approved and paid by customers.

▪We have experienced net losses for most years since inception.

▪We are exposed to the risk of default or material non-performance by customers.

▪We are reliant on positive cash flow generation from our joint ventures, and we may not receive funds in a timely manner.

▪Our drilling contracts contain fixed terms and dayrates, and consequently we may not fully recoup our costs in the event of a rise in expenses, including operating and maintenance costs.

▪We incur expenses, such as preparation costs, relocation costs, operating costs and maintenance costs, which we may not fully recoup from our customers, including where our jack-up rigs incur idle time between assignments.

▪Inflation may adversely affect our operating results.

▪The limited availability of qualified personnel in the locations in which we operate may result in higher operating costs as the offshore drilling industry demands increase.

▪If we are unable to attract and retain highly skilled personnel who are qualified and able to work in the locations in which we operate it could adversely affect our operations.

▪We are exposed to the risk of default or material non-performance by subcontractors.

7

---

▪The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition, results of operations and cash flows.

•Risk factors related to our financing arrangements

▪We have significant debt maturities in the coming years.

▪Future cash flows may be insufficient to meet obligations under the terms of our existing bonds and loans and could impact our ability to operate our business.

▪Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, growth and prospects.

▪As a result of our significant cash flow needs, we may be required to raise funds through the issuance of additional debt or equity, and in the event of lost market access, we may not be successful in doing so.

▪We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

▪We may require additional financing for working capital or other requirements from time to time and we may not be able to arrange the required or desired financing.

•Risk factors related to applicable laws and regulations

▪Compliance with, and breach of, the complex laws and regulations governing international drilling activity and trade could be costly, expose us to liability and adversely affect our operations.

▪Local content requirements may increase the cost of, or restrict our ability to, obtain needed supplies or hire experienced personnel, or may otherwise affect our operations.

▪We are subject to complex environmental laws and regulations that can adversely affect us.

▪Data protection and regulations related to privacy, data protection and information security could increase our costs, and our failure to comply could result in fines, sanctions or other penalties, as well as have an impact on our reputation.

▪Change in tax laws and other regulations may adversely affect our financial results.

▪Climate change and the regulation of greenhouse gases could have a negative impact on our business.

▪Increasing attention to sustainability, environmental, social and governance matters and climate change may impact us.

•Risk factors related to our common shares

▪The price of our common shares has fluctuated widely, and you could lose all or part of your investment.

▪Future sales of our equity securities in the public market, or the perception that such sales may occur, could reduce our share price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

▪We voluntarily delisted our shares from the Oslo Stock Exchange ("OSE") which could reduce the liquidity and market price of our shares.

8

---

RISK FACTORS RELATED TO OUR INDUSTRY

The offshore drilling industry and jack-up drilling market historically has been highly cyclical, with periods of low demand and/or over-supply that could result in adverse effects on our business.

The jack-up drilling market historically has been highly cyclical, with activity primarily related to the demand for, and the available supply of, jack-up rigs. Demand for jack-up rigs is directly related to the regional and worldwide levels of offshore exploration and development spending by oil and gas companies, which is beyond our control. It is not unusual for jack-up rigs to be unutilized or underutilized for significant periods of time and subsequently resume full or near full utilization when business cycles improve as evidenced by industry trends in recent years. During historical industry periods of high utilization and high dayrates, industry participants have ordered new jack-up rigs, which has resulted in an over-supply of jack-up rigs worldwide. During periods of supply exceeding demand, jack-up rigs may be contracted at or near cash breakeven operating rates for extended periods of time, and in recent years oversupply has resulted in "stacking" of rigs until dayrates increase when the supply/demand balance is restored. In prior years there has been an oversupply of jack-up rigs, which impacted utilization and dayrates, and while this oversupply has eased recently, we may again face an oversupply of jack-up rigs in the event demand declines. Offshore exploration and development spending may fluctuate substantially from year-to-year and from region-to-region. Most of the newbuild jack-up rigs under construction do not have drilling contracts in place. Demand for our contract drilling services and the dayrates for those services impacts our operations and operating results, and any industry downturn would adversely affect our business, financial condition, results of operations and cash flows.

Volatility in the oil price impacts demand in the offshore drilling industry. The industry downturn in recent years has resulted in many operators idling rigs and a number of our rigs were not in operation for significant periods in 2021, which in turn impacted dayrates for those rigs that were active. Since the downturn, the Company has experienced an increase in the number of contracted/committed rigs, which stood at 21 on December 31, 2022 22 on December 31, 2023 and 22 on December 31, 2024. However, several of these contracts are short term in nature, and the number of working and contracted rigs could reduce in the event that industry conditions deteriorate and/or the Company fails to maintain existing drilling contracts, renew or secure further contracts for these rigs or in the event of suspensions of, or terminations of drilling contracts. A prolonged period of reduced demand and/or excess jack-up rig supply may require us to idle or dispose of jack-up rigs or to enter into low dayrate contracts or contracts with unfavorable terms. Any decline in demand for services of jack-up rigs, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The offshore drilling industry and the jack-up drilling market are highly competitive, with periods of excess rig availability which reduce dayrates and could result in adverse effects on our business.

Our industry is highly competitive, and our contracts are traditionally awarded on a competitive bid basis. Pricing, rig age, safety records and competency are key factors in determining which qualified contractor is awarded a job. Competitive factors include: rig availability, rig location, rig operating features and technical capabilities, pricing, workforce experience, operating efficiency, condition of equipment, contractor experience in a specific area, reputation and customer relationships. If we are not able to compete successfully, our revenues and profitability may be impacted.

A decline in demand could reduce utilization and dayrates. Eight, nine, six and eight newbuild jack-up rigs were delivered during 2021, 2022, 2023 and 2024, respectively, representing an approximate 2.0%, 2.4%, 1.86% and 1.04% increase in the total worldwide fleet of competitive offshore jack-up drilling rigs since the end of such years. As of December 31, 2024, there were approximately 10 newbuild jack-up rigs reported to be on order or under construction.

The success of our business largely depends on the level of activity in the oil and gas industry, which can be significantly affected by volatile oil and natural gas prices.

The success of our business largely depends on the level of activity in offshore oil and natural gas exploration, development and production, which may be affected by oil and gas prices and conditions in the worldwide economy. Oil and natural gas prices, and market expectations of potential changes in these prices, significantly affect the level of drilling activity. Historically, when drilling activity and operator capital spending decline, utilization and dayrates also decline and drilling may be reduced or discontinued, resulting in an oversupply of drilling rigs. Over the past decade, crude oil prices have been volatile and started to steeply decline in late 2014, after reaching prices of over $100 per barrel in 2014, and dropped to as low as approximately $19 per barrel in April 2020 driven by the impact on demand resulting from the COVID-19 pandemic. Oil prices have recovered since then but have remained volatile. Oil prices ranged from approximately $71.03 to $97.10 in 2023 to approximately $70.31 to $93.12 in 2024. Oil prices have continued to experience significant volatility in part due to global inflation, global economic downturn and volatility in global financial markets, actions of the Organization of the Petroleum Exporting Countries (“OPEC”) and other oil and gas producers and production cuts, the Russian invasion of Ukraine and the conflicts in and around Israel. In

9

---

addition, increases in oil prices do not necessarily translate into increased drilling activity because our customers take into account a number of considerations when they decide to invest in offshore oil and gas resources, including expectations regarding future oil prices and demand for hydrocarbons, which typically have a greater impact on demand for our rigs. The level of oil and gas prices has had, and may have in the future, a material effect on demand for our rigs.

We may experience insufficient demand if long-term oil prices decline below current levels and/or rig supply remains at or increases above current levels. A continued volatility in oil and natural gas prices or price reductions may cause our customers to reduce their level of activity and capital spending, in which case demand for our services may decline and our results of operations may be adversely affected through lower rig utilization and/or low dayrates. Numerous factors may affect oil and natural gas prices and demand for our services, including:

•current and expected regional and global economic conditions and changes therein, including the effects of inflation and volatility in financial markets;

•oil and natural gas supply and demand;

•expectations regarding future energy prices;

•the ability or willingness of OPEC, and other non-member nations, to reach further agreements to set and maintain production levels and pricing and to implement existing and future agreements, the decisions of OPEC, including any decision of OPEC and other non-member nations to abandon production quotas and/or member-country quota compliance within OPEC agreements;

•the level of production by non-OPEC countries;

•a reduction of capital spending and activities in the oil and gas sector by our customers as they are starting to allocate resources to green energy projects, leading to less focus on oil and natural gas production growth;

•inventory levels, and the cost and availability of storage and transportation of oil, gas and their related products;

•capital allocation decisions by our customers, including the relative economics of offshore development versus onshore prospects;

•the occurrence or threat of epidemic or pandemic diseases and any government response to such occurrence or threat, on global economic activity and therefore on oil prices, cross border restrictions, employees’ ability and willingness to work, oil supply and demand, and resource owners' ability to deliver future projects;

•advances in exploration and development technology;

•costs associated with exploration, developing, producing and delivering oil and natural gas;

•the rate of discovery of new oil and gas reserves and the rate of decline of existing oil and gas reserves;

•trade policies and sanctions imposed on oil-producing countries or the lifting of such sanctions, including sanctions resulting from the Russian military invasion of Ukraine;

•laws and government regulations that limit, restrict or prohibit exploration and development of oil and natural gas in various jurisdictions, or materially increase the cost of such exploration and development;

•the further development, use or success of shale technology to exploit oil and gas reserves;

10

---

•available pipeline and other oil and gas transportation capacity;

•the development and exploitation of alternative fuels;

•laws and regulations relating to environmental matters, including those addressing alternative energy sources and the risks of global climate change such as the variety of tax credits contained in the U.S. Inflation Reduction Act of 2022, to promote the use of renewable energy sources;

•increased demand for alternative energy and increased emphasis on decarbonization;

•changes in tax laws, regulations and policies;

•merger, acquisition and divestiture activity among exploration and production companies;

•the availability of, and access to, suitable locations from which our customers can explore and produce hydrocarbons;

•activities by non-governmental organizations to restrict the exploration, development and production of oil and gas in light of environmental considerations;

•disruption to exploration and development activities due to hurricanes and other severe weather conditions and risks related thereto;

•natural disasters or incidents resulting from operating hazards inherent in offshore drilling, such as oil spills;

•the worldwide social and political environment, including uncertainty or instability resulting from changes in political leadership and environmental policies;

•geopolitical-social views toward fossil fuels and renewable energy and changes in investors’ expectations regarding environmental, social and governance matters; and

•the worldwide military and political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities, including the Russian military invasion of Ukraine, tensions in the Middle East and between the U.S., Russia and China, or other instability or crises in oil or natural gas producing areas or geographic areas in which we operate, or acts of terrorism.

The industry has experienced significant volatility in capital spending and drilling activity, including declines in capital spending and cancelled or deferred drilling programs by many operators from 2015 to 2021, coupled with declining oil prices to its lowest level in April 2020. Oil prices have increased since the lows reached in 2020, however oil and gas prices have remained volatile. In addition, higher oil and gas prices may not necessarily translate into sustained increased activity, and even during periods of high oil and gas prices, customers may cancel, suspend or curtail their drilling programs, or reduce their levels of capital expenditures for exploration and production for a variety of reasons, including their lack of success in exploration efforts. Although, historically, higher sustained commodity prices have generally resulted in increases in offshore drilling activity, short-term or temporary increases in the price of oil and gas will not necessarily result in a sustained increase in offshore drilling activity or a sustained increase in the market demand for our rigs as the timing of commitment to offshore activity in a cycle depends on project deployment times, reserve replacement needs, availability of capital and alternative options for resource development, among other things. Timing can also be affected by availability, access to, and cost of equipment to perform work.

Any increase or decrease in drilling activity by our customers may not be uniform across different geographic regions. Locations where costs of drilling and production are relatively higher may be subject to greater reductions in activity or may recover more slowly. Such variation between regions may lead to the relocation of drilling rigs, concentrating drilling rigs in regions with relatively fewer reductions in activity leading to greater competition.

11

---

Advances in onshore exploration and development technologies, particularly with respect to onshore shale, could also result in our customers allocating more of their capital expenditure budgets to onshore exploration and production activities and less to offshore activities.

Moreover, there has historically been a strong link between the development of the world economy and the demand for energy, including oil and gas. An extended period of adverse conditions or developments in the outlook for the world economy could reduce the overall demand for oil and gas and therefore demand for our services. Supply chain disruptions, inflation, high interest rates, global economic conditions and volatility in the financial markets, the Russian invasion of Ukraine and related sanctions, the conflicts in and around Israel and related hostilities in the Middle East including the attacks to marine vessels in the Red Sea by the Houthi movement, which controls parts of Yemen and other impacts have caused, or may cause, significant adverse impacts on the global economy and we do not know when this trend will improve or how long an improving trend will last.

These factors could impact our revenues and profits, our future growth prospects as well as our liquidity and ability to meet debt repayment obligations or to comply with covenants in debt instruments. Any significant decline in dayrates or utilization of our rigs could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, these risks could increase instability in the financial and insurance markets and make it more difficult for us to access capital and obtain insurance coverage that we consider adequate or are otherwise required by our contracts.

Global geopolitical tensions and instability, supply disruptions, inflation, global economic conditions and volatility in the financial markets create heightened volatility in the oil and natural gas prices that could result in adverse effects on our business.

Global geopolitical tensions and instability, including from the Russian military invasion of Ukraine and the conflicts in and around Israel and related hostilities in the Middle East, supply disruptions, inflation, concerns of a global recession and volatility in financial markets, have, and may continue to, result in continued or even higher levels of volatility in the oil and gas prices that impact our business, as we largely depend on the level of activity in the oil and gas industry and such volatility, including market expectations of potential changes in these prices, significantly affects the level of drilling activity. The Russian invasion of Ukraine and the conflicts in and around Israel and related hostilities in the Middle East, coupled with supply disruptions and high interest rates, have and may continue to exacerbate, inflation and significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions. The sanctions and other penalties imposed on Russia by the U.S., E.U. and other countries including restricting imports of Russian oil, liquefied natural gas and coal have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in oil prices, and inflation and may trigger a recession in the U.S., Europe and China, among other areas. This could have a material adverse effect on our business, financial condition, results of operations and cash flow along with our operating costs, making it difficult to meet our debt repayment obligations and other liquidity requirements. The tensions arising from the invasion of Ukraine and the conflicts in and around Israel, including related hostilities in the Middle East, could also increase other political tensions and impact international trade and other relations, with a further effect on world oil and gas markets, the supply of jack-up rigs worldwide, regional and worldwide levels of offshore exploration and development spending by oil and gas companies, and reduce our utilization, dayrates and our revenue. In addition, sanctions imposed as a result of the military actions and related tensions could impose restrictions on our business and increase risk of non-compliance. In addition, any increase in the price of oil resulting from this and other conflicts and related sanctions may not result in increased demand for drilling services or any increase may not be sustained and may only contribute to the volatility in oil prices.

Global, international and national trends in renewable energy based infrastructure and power supply and generation may cause long- term demand for our customers' products and services to fall, and in turn affect the demand for our services.

Various global and transnational initiatives exist, and continue to be proposed by governments, non-governmental organizations and power suppliers in particular, which are intended to hasten the long-term transition from fossil fuels to low or zero carbon alternatives, such as wind, water or hydrogen based power or fuel sources. We provide drilling services to customers who own and produce fossil fuels, and therefore where low or zero-based carbon policies are implemented in territories in which we operate or may be capable of operating in the future, there exists a risk that demand for our customers' services falls or fails to increase, and in turn the demand for our rigs and services falls or fails to increase.

Current and future regulations or initiatives relating to low or zero carbon alternatives and renewable energy transition may also result in increased compliance costs or additional operating restrictions on our business. Furthermore, such initiatives have resulted in adverse publicity for the oil and gas industry, including for customers to whom we provide services, and could in turn cause damage to our reputation.

Failure to effectively and timely respond to the impact of energy rebalancing could adversely affect us.

12

---

Our long-term success depends on our ability to effectively respond to the impact of energy rebalancing, which could require adapting our fleet and business to potentially changing government requirements, customer preferences and customer base, as well as engaging with existing and potential customers and suppliers to develop or implement solutions designed to reduce or to decarbonize oil and gas operations or to advance renewable and other alternative energy sources. If the energy rebalancing landscape changes faster than anticipated or in a manner that we do not anticipate, demand for our services could be adversely affected. Furthermore, if we fail to, or are perceived not to, effectively implement an energy rebalancing strategy, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted.

Down-cycles in the offshore drilling industry and other factors may affect the market value of our jack-up rigs.

Trends in the price of oil impact the spending for the services of jack-up rigs. Continued volatility in oil prices or further oil price down-cycles, may negatively impact customer demand. Adverse developments in the offshore drilling industry including negative movements in the price of oil, can cause the fair market value of our jack-up rigs to decline. In addition, the fair market value of the jack-up rigs that we own or may acquire in the future, may decrease depending on a number of factors, including:

•the general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies;

•developments in the global economy including oil prices and demand in the shallow-water offshore drilling industry, as well as any resurgence of pandemics impacting our ability to operate rigs;

•the types, sizes and ages of our jack-up rigs;

•the supply and demand for our jack-up rigs;

•the costs of newbuild jack-up rigs;

•prevailing drilling services contract dayrates;

•government or other regulations; and

•technological advances.

If jack-up rig values fall significantly, we may have to record an impairment in our financial statements, which could affect our results of operations. Additionally, if we sell one or more of our jack-up rigs at a time when drilling rig prices have fallen, we may incur a loss on disposal and a reduction in earnings.

Our operations involve risks due to their international nature.

We operate in various regions throughout the world. As a result of our international operations, we are exposed to political and other uncertainties, including risks of:

•terrorist acts;

•armed hostilities, war and civil disturbances;

•acts of piracy, which have historically affected marine assets;

•significant governmental influence over many aspects of local economies;

•the seizure, nationalization or expropriation of property or equipment;

•uncertainty of outcome in court proceedings in any jurisdiction where we may be subject to claims;

13

---

•the repudiation, nullification, modification or renegotiation of contracts;

•limitations on insurance coverage, such as war risk coverage, in certain areas;

•political unrest;

•the occurrence or threat of epidemic or pandemic diseases or any governmental or industry response to such occurrence or threat, which could impact demand for, and our ability to conduct, our operations;

•monetary policy and foreign currency fluctuations and devaluations;

•an inability to repatriate income or capital;

•complications associated with repairing and replacing equipment in remote locations;

•import-export quotas or tariffs, wage and price controls, and the imposition of trade barriers by the United States or other countries;

•imposition of, or changes in, local content laws and their enforcement, particularly in West Africa and South East Asia, where the legislatures are active in developing new legislation;

•sanctions or trade embargoes;

•compliance with various jurisdictional regulatory or financial requirements;

•compliance with and changes to tax laws and interpretations;

•other forms of government regulation and economic conditions that are beyond our control; and

•government corruption.

In addition, international drilling operations are subject to various laws and regulations of the countries in which they operate, including laws and regulations relating to repatriation of foreign earnings, taxation of offshore earnings and the earnings of expatriate personnel and use and compensation of local employees and suppliers by foreign contractors.

It is difficult to predict whether, and if so, when the risks referred to above may come to fruition and the impact thereof. Future governmental regulations or government enforcement could adversely affect the international drilling industry. Failure to comply with, or adapt to, applicable laws, regulations, actions of governments or other disturbances as they occur may subject us to criminal sanctions, civil remedies or other increases in costs, including fines, the denial of export privileges, injunctions and seizures of assets. In addition, applicable laws and regulations and government actions may result in an inability to repatriate income, capital or foreign earnings or to otherwise remove a jack-up rig from the country in which it operates.

We have from time to time been subject to limitations on repatriation of cash derived from earnings in certain of the countries in which we operate. Such limitations may result in a material adverse effect on our business, financial condition, results of operations and cash flow and our ability to service our indebtedness, including the Notes.

Growing importance of Artificial Intelligence (AI) in the oil and gas industry.

The increasing adoption of artificial intelligence (“AI”) technologies in the oil and gas industry may significantly impact our business operations, competitive position, and profitability. AI is becoming critical in areas such as predictive maintenance, reservoir management, drilling optimization, and supply chain logistics. Companies that successfully integrate AI into their operations may gain a competitive advantage through improved operational efficiency, reduced costs, and enhanced decision-making capabilities.

If we are unable to keep pace with advancements in AI technology, or if we fail to effectively integrate AI into our operations, our ability to compete could be adversely affected. Additionally, significant investments in AI technology may be required, including hiring skilled personnel, updating existing systems, and acquiring or developing proprietary algorithms. Failure to secure the necessary resources or expertise could delay or prevent the successful implementation of AI initiatives.

14

---

The reliance on AI also introduces additional risks, such as potential system failures, inaccuracies in AI-generated insights, and increased exposure to cybersecurity threats. Regulatory scrutiny over AI technologies, including concerns about data privacy, algorithmic transparency, and ethical usage, may further complicate our efforts to leverage AI. Non-compliance with evolving AI-related regulations could result in fines, penalties, or reputational harm.

Finally, the rapid evolution of AI may disrupt traditional operational practices, potentially leading to workforce displacement or resistance to technological change within our organization. If we fail to adapt our workforce to these changes, it could adversely affect employee morale, productivity, and retention.

Realization of the foregoing risks could have an adverse effect on our business, financial condition, and results of operations.

RISK FACTORS RELATED TO OUR BUSINESS

We may not be able to renew contracts as they expire, and our customers may seek to cancel, suspend or renegotiate their contracts, particularly in response to unfavorable industry conditions.

Many jack-up drilling contracts are short-term, and oil and natural gas companies tend to reduce activity levels quickly in response to declining oil and natural gas prices. Our jack-up drilling contracts, including our bareboat contracts, typically range from two months to four years in duration. During periods of volatility in oil prices, our customers may be unwilling to commit to long-term contracts.

In difficult market conditions, some of our customers may seek to suspend or terminate their agreements with us or to renegotiate our contracts using various techniques, including threatening breaches of contract, relying on force majeure clauses, and applying commercial pressure. Some of our customers have the right to terminate their drilling contracts without cause in return for payment of an early termination fee or compensation to us for costs incurred up to termination. The general principle under our arrangements with customers typically is that any such early termination payment, where applicable, should compensate us for lost revenues less operating expenses for the remaining contract period. This typically results in approximately 50% to 100% of the outstanding backlog days becoming due upon early termination; however, in some cases, any such payments may not fully compensate us for the loss of the drilling contract. Under certain circumstances, our contracts may permit customers to terminate contracts early without any termination payment either for convenience or as a result of non-performance, periods of downtime or impaired performance caused by equipment or operational issues (typically after a specified remedial period), or sustained periods of downtime due to force majeure events beyond our control. In addition, state-owned oil company customers may seek to rely on special termination rights by law. Our customers themselves may have contracts terminated by their customer based on similar contractual provisions, putting pressure on our customers to terminate or renegotiate their agreements with us.

We are subject to the risk of (i) our customers choosing not to renew short-term contracts or drill option wells, (ii) our customers repudiating contracts or seeking to terminate contracts on grounds including extended force majeure circumstances or on the basis of assertions of non-compliance by us of our contractual obligations, (iii) our customers seeking to renegotiate their contracts to reduce the agreed dayrates and not complying with their payment or other obligations, (iv) cancellation of drilling contracts for convenience (with or without early termination payments) and (v) our customers issuing temporary suspensions notices, which has occurred on multiple occasions recently. The Company has experienced such terminations or renegotiations in the past, and in the event of termination of a contract, early termination payments may not compensate the Company for the loss of the anticipated revenue from the relevant terminated drilling contract. For instance, in the spring of 2020, the Company experienced early terminations, suspensions and cancellation of contracts for six rigs. We also received a temporary suspension notice for one rig in the second quarter and one rig in the fourth quarter of 2024, which contracts were subsequently terminated. In addition, in the first quarter of 2025, we received a suspension notice for three rigs. Loss of contracts may have a material adverse effect on our business, financial condition, results of operations and cash flow.

We may be unable to obtain favorable contracts for our jack-up rigs.

If we are unable to secure contracts for our jack-up rigs, as contracts expire, or for our newbuild rigs, we may idle or stack these rigs, which means such rigs will not produce revenues but will require cash expenditures for crews, fuel, insurance, berthing and associated items. There is no assurance that we will secure drilling contracts for our newbuild rig, Var, which remains uncontracted, or our other rigs as contracts expire, and the drilling contracts that we do secure may be at unattractive dayrates.

If new contracts are entered into at dayrates substantially below the existing dayrates or on terms otherwise less favorable compared to existing contract terms among our then-active fleet, our business could be adversely affected. We may also be required to accept more risk in areas other than price to secure a contract and we may be unable to push this risk down to other contractors or be unable or unwilling at competitive prices to insure against this risk, which will mean that we will need to bear

15

---

this risk. Accepting such increased risk could lead to significant losses or us being unable to meet our liabilities in the event of a catastrophic event affecting any rig contracted on this basis.

Our Total Contract Backlog may not be realized.

The Total Contract Backlog presented in this annual report is only an estimate. Some of our contracts are short-term. As of December 31, 2024, our Total Contract Backlog, excluding backlog from joint venture operations and mobilization and demobilization revenues, was approximately $1,382.8 million and relates to 23 contracts, letters of intent and letters of award with firm terms expiring between 2025 and 2029. Actual expiry dates could be earlier or later.

The actual amount of revenues earned and the actual periods during which revenues are earned will be different from our Total Contract Backlog projections due to various factors, including shipyard and maintenance projects, downtime and other events within or beyond our control. We do not adjust our Total Contract Backlog for expected or unexpected downtime. In addition, some of our customers have the right to terminate their drilling contracts without cause upon the payment of an early termination fee or compensation for costs incurred up to termination. Under certain circumstances, our contracts may permit customers to suspend contracts without payment or with reduced payment, or terminate contracts early without any termination payment either for convenience or as a result of non-performance, periods of downtime or impaired performance caused by equipment or operational issues (typically after a specified remedial period), or sustained periods of downtime due to force majeure events beyond our control. In addition, state-owned oil company customers may seek to rely on special termination rights by law. If we or our customers are unable to perform under our or their contractual obligations or if customers exercise termination or suspension rights, this could lead to results that vary significantly from those contemplated by our Total Contract Backlog.

We may be obligated to fund cash calls from our joint ventures in Mexico in order to fund working capital, capital expenditure outlays or any shortfalls, due to delays in invoices being approved and paid by customers.

We own a 51% interest in two Mexico-based joint ventures, Perfomex and Perfomex II. We previously provided five jack-up rigs on bareboat charters to these joint ventures. These joint ventures previously provided dayrate drilling services to Opex Perforadora S.A. de C.V. (“Opex”) and Perforadora Profesional AKAL I, SA de CV (“Akal”), which both provide integrated well services to Petróleos Mexicanos (“Pemex”). Opex and Akal are wholly owned by Operadora Productora y Exploradora Mexicana, S.A. de C.V. (“Operadora”), a fully owned subsidiary of Proyectos Globales de Energia y Servicos CME, S.A. DE C.V. (“CME”). CME owns the remaining 49% interest in Perfomex and Perfomex II.

Effective January 1, 2024, Perfomex and Opex agreed to terminate the Drilling and Technical Services Agreements ("DTSAs") for the jack-up rigs "Grid" and "Gersemi" and effective April 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Galar", "Odin" and "Njord". The associated bareboat charter agreements between Perfomex and owners of the Borr jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" were also terminated. Effective the same dates as the termination dates referenced above, the owners of the Borr jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord", plus owners of the third-party owned jack-up rigs "CME I" and "CME II" entered into new fixed rate bareboat charter agreements with Irish Energy Drilling Assets, DAC ("Irco"). Irco, in turn, entered into sub-charter agreements for the Borr jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord", plus third-party owned jack-up rigs "CME I" and "CME II" with Perforadora Ircomex, S.A. DE C.V. ("Ircomex"). The new bareboat charter agreements and the sub-charter agreements are in effect until December 31, 2025.

Irco and Ircomex have agreed to continue to provide the Borr jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" and accompanying operational services to Opex, to service its integrated well services contract with Pemex.

As a 51% shareholder in Perfomex, we are obligated to fund any capital shortfalls associated with any cash calls to the shareholders, under the provisions of the shareholder agreements. If Perfomex does not have sufficient working capital to operate the rigs, due to delays in invoice approval and payments from customers or other reasons, we may be required to fund working capital or capital expenditure outlays for the operation of our five jack-up rigs. Historically we have experienced delays in invoices being approved and paid by Pemex, the ultimate customer, which can have a significant impact on our liquidity. If Opex or Akal are unable to receive payment from Pemex in a timely fashion going forward, we may be required to fund working capital or capital expenditure outlays to Perfomex as shareholders, or we may not be paid distributions in a timely manner or at all. This could have a significant adverse effect on our operations and liquidity, including our ability to service our debt.

We have experienced net losses for most years since inception.

We are continuing to establish and strengthen our history as an operator of jack-up rigs and as a result, the revenue and income potential of our business is still developing. We have experienced net losses in each of our fiscal years since inception other than in the fiscal years ending December 31, 2023 and December 31, 2024, and may experience losses in the future. We may not be able to generate significant additional revenues in the future. We will be subject to the risks, uncertainties and difficulties

16

---

frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so may have a material adverse effect on our business, financial condition, results of operations and cash flow.

We rely on a limited number of customers.

We have a limited number of customers and potential customers for our services. Mergers among oil and gas exploration and production companies have further reduced the number of available customers, which may increase the ability of potential customers to achieve pricing terms favorable to them as the jack-up drilling market recovers. Our five largest customers by revenue, Irish Energy Drilling Assets, Saudi Arabian Oil Company, ENI S.p.A, Fieldwood Energy and PTT Exploration and Production Public Company Limited comprised 55% of our revenue, including related party revenue, for the year ended December 31, 2024. As a result, loss of one or more customers could have a significant adverse effect on our business.

Additionally, corporate consolidations among our competitors and customers could significantly alter industry conditions and competition within the industry. As a result, the acquisition of one or more of our primary customers or consolidations among our competitors may have a significant adverse impact on our business, results of operations, financial condition and cash flows. We are unable to predict what effect consolidations in the industry may have on prices, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers or our ability to negotiate favorable agreements with our customers.

We are exposed to the risk of default or material non-performance by customers.

We are subject to the risk of late payment, non-payment or non-performance by our customers. Certain of our customers may be highly leveraged and subject to their own operating and regulatory risks and liquidity risk, and such risks could lead them to seek to cancel, repudiate or renegotiate our drilling contracts or fail to fulfill their commitments to us under those contracts. These risks are heightened in periods of depressed market conditions. If we experience payment delays or non-payments, we may be unable to make scheduled payments under our debt instruments. We have experienced delays in payments from our customers, for example in connection with our joint venture in Mexico.

Our drilling contracts provide for varying levels of indemnification and allocation of liabilities between our customers and us, including with respect to (i) well-control, reservoir liability and pollution, (ii) loss or damage to property, (iii) injury and death to persons arising from the drilling operations we perform and (iv) each respective parties’ consequential losses, if any. Apportionment of these liabilities is generally dictated by standard industry practice and the particular requirements of a customer. Under our drilling contracts, liability with respect to personnel and property customarily is generally allocated so that we and our customers each assume liability for our respective personnel and property, or a “knock-for-knock” basis but that may not always be the case.

Customers have historically assumed most of the responsibility for, and agreed to indemnify contractors from, any loss, damage or other liability resulting from pollution or contamination, including clean-up and removal and third-party damages arising from operations under the contract when the source of the pollution originates from the well or reservoir; damages resulting from blow-outs or cratering of the well; and regaining control of, or re-drilling, the well and any associated pollution. However, there can be no assurance that these customers will be willing, or financially able, to indemnify us against all these risks, due to financial, legal or other reasons. Customers may seek to cap or otherwise limit indemnities or narrow the scope of their coverage, reducing our level of contractual protection. Under the laws of certain jurisdictions, such indemnities may not be enforceable in all circumstances, for example if the cause of the damage was our gross negligence or willful misconduct. If that were the case, we may incur liabilities in excess of those agreed in our contracts. Although we maintain certain insurance policies of the types and in the amounts that we believe to be customary in the industry, the policy may not apply, or insurance proceeds, if paid, may not fully compensate us in the event any key customers or potential customers default on their indemnity obligations to us. Our insurance policies do not cover damages arising from the willful misconduct or gross negligence of our personnel (which may include our subcontractors in some cases). In the event of a default or other material non-payment or non-performance by any customers, our business, financial condition, results of operations and cash flow could be adversely affected.

In addition, customers tend to request that we assume a limited amount of liability for pollution damage when such damage originates from our jack-up rigs and/or equipment above the surface of the water or is caused by our negligence, which liability generally has caps for ordinary negligence, with much higher caps or unlimited liability where the damage is caused by our gross negligence or willful misconduct, respectively. We may also be exposed to a risk of liability for reservoir or formation damage or loss of hydrocarbons when we provide, directly or indirectly (for example through our participation in joint ventures where there are parent company guarantees granted to the ultimate customer), integrated well services.

17

---

Historically we have been reliant on positive cash flow generation from our joint ventures and from PEMEX, and we may not receive funds in a timely manner.

The timing of payments made by PEMEX to suppliers, including to Opex and Akal, has historically often been later than contractual terms and this has impacted our liquidity and continues to do so. Should PEMEX continue to not pay Opex and Akal in a timely manner, Perfomex in turn will continue to not be able to settle receivable balances with us in a timely manner which would continue to adversely affect our working capital, and may necessitate seeking additional funding and there is no assurance that we will be able to obtain such funding on reasonable terms or at all.

Our drilling contracts contain fixed terms and dayrates, and consequently we may not fully recoup our costs in the event of a rise in expenses, including operating and maintenance costs.

Our operating costs are generally related to the number of rigs in operation and the cost level in each country or region where the rigs are located, which may increase depending on the circumstances. In contrast, the majority of our contracts have dayrates that are fixed over the contract term. These provisions allow us to adjust the dayrates based on stipulated cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable indices. In addition, the adjustments are typically performed on a semi-annual or annual basis. For these reasons, the timing and amount awarded as a result of such adjustments may differ from our actual cost increases, which could result in us being unable to recoup incurred costs.

Some long-term drilling contracts may contain rate adjustment provisions based on market dayrate fluctuations rather than cost increases. In such contracts, the dayrate could be adjusted lower during a period when costs of operation rise, which could adversely affect our financial performance. Shorter-term contracts normally do not contain escalation provisions. In addition, although our contracts typically contain provisions for either fixed or dayrate compensation during mobilization, these rates may not fully cover our costs of mobilization, and mobilization may be delayed for reasons beyond our control, increasing our costs, without additional compensation from the customer.

We incur expenses, such as preparation costs, relocation costs, operating costs and maintenance costs, which we may not fully recoup from our customers, including where our jack-up rigs incur idle time between assignments.

Our operating expenses and maintenance costs depend on a variety of factors, including crew costs, provisions, equipment, insurance, maintenance and repairs, and shipyard costs, many of which are beyond our control. Operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues and are affected by many factors, including inflation. In connection with new contracts or contract extensions, we incur expenses relating to preparation for operations, particularly when a jack-up rig moves to a new geographic location. These expenses may be significant. Expenses may vary based on the scope and length of such required preparations and the duration of the contractual period over which such expenditures are amortized. In addition, equipment maintenance costs fluctuate depending upon the type of activity that the jack-up rig is performing and the age and condition of the equipment. In situations where our jack-up rigs incur idle time between assignments, the opportunity to reduce the size of our crews on those jack-up rigs is limited, as the crews will be engaged in preparing the rig for its next contract, which could affect our ability to make reductions in crew costs, provisions, equipment, insurance, maintenance and repairs or shipyard costs.

When a jack-up rig faces longer idle periods, reductions in costs may not be immediate as some of the crew may be required to prepare the jack-up rig for stacking and maintenance in the stacking period. When idled or stacked, jack-up rigs do not earn revenues, but continue to require cash expenditures for crews, fuel, insurance, berthing and associated items. These expenses may be significant. Should units be idle for a longer period, we may be unable to reduce these expenses. This could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We incur activation and reactivation costs, which we may not fully recoup from our customers.

We have incurred, and may further incur, significant costs activating, reactivating and mobilizing our rigs. In connection with contract commencement of any of our newbuild jack-up rigs, we will incur costs relating to the activation of such newbuild rigs. These costs are significant and historically have been in the range of $11 million to $20 million per newbuild jack-up rig activated and may be higher depending upon the circumstances of the rig activation. Costs for reactivation and mobilization vary based on the scope and length of such required preparations and fluctuate depending upon the type of activity that the rig is intended to perform. Further, additional costs related to mobilization and demobilization will be incurred when rigs move between contracts. Historically, the Company has not been able to recoup all these costs and may not be able to do so in the future. Extensive capital expenditure related to the commencement of contracts has, and could continue to have, an effect on our cash flow.

18

---

In addition, construction of any newbuild jack-up rigs we may acquire in the future and maintenance of our active fleet are subject to risks of delay or cost overruns, including inherent cost in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, the failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, the inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes, and work stoppages and other labor disputes. Other risks include adverse weather conditions or any other events such as yard closures due to epidemics or pandemics, terrorist acts, war, piracy or civil unrest (which may or may not qualify as force majeure events in the relevant contract). Significant cost overruns or delays could have a material adverse effect on our business, financial condition, results of operations and cash flow. Additionally, failure to deliver a newbuild rig or to reactivate a rig on time may result in the delay of revenue from that rig. Newbuild jack-up rigs and recently reactivated rigs may also experience difficulties following delivery or reactivation or other unexpected operational problems that could result in uncompensated downtime or the cancellation or termination of drilling contracts, which could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Inflation may adversely affect our operating results.

Inflationary factors such as increases in labor costs, material costs and overhead costs may adversely affect our operating results. Headline inflation rates have started slowing across the globe in 2024 but underlying inflationary pressures persist, which impact our costs, as well as the global economy which can therefore impact oil prices and therefore demand for our services. Additionally, our customers may also be affected by inflation and the rising costs of goods and services used in their businesses, which may adversely affect their ability to engage our services, which in turn could have a material adverse impact on our revenue and profitability. Although we do not believe that inflation has had a material impact on our results of operations to date, persistent core inflation and regional disparities may have an adverse effect on our ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue, and can impact overall demand for drilling services if our dayrates do not increase with these increased costs.

The limited availability of qualified personnel in the locations in which we operate may result in higher operating costs as the offshore drilling industry demands increase.

Competition for labor, both skilled and other, required for our drilling operations will continue to increase as the number of rigs that are activated or added to worldwide fleets continues to grow. In some regions, the limited availability of qualified personnel in combination with local regulations focusing on crew composition are expected to further impact the supply of qualified offshore drilling crews.

Personnel salaries across the jack-up drilling market are affected by the cyclical nature of the offshore drilling industry, particularly during industry up-cycles. As the jack-up drilling market grows, the tightness of labor supply within the industry creates upward pressure on wages and makes it more difficult or costly for us to staff and service our rigs. Inflation levels can exacerbate the impact on wages. As a result of any increased competition for qualified personnel, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents. Such developments could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Offshore drilling personnel (both employees and contractors) in certain regions, including those personnel who are employed on rigs operating for example in West Africa, the Middle East, Mexico and Europe, are represented by collective bargaining agreements. Pursuant to these agreements, we are required to contribute certain amounts to retirement funds and pension plans and are restricted in our ability to terminate employment. In addition, individuals covered by these collective bargaining agreements may be working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel or other increased costs or increased operating restrictions.

If we are unable to attract and retain highly skilled personnel who are qualified and able to work in the locations in which we operate it could adversely affect our operations.

We require highly skilled personnel in the right locations to operate and provide technical services and support for our business globally. At a minimum, all offshore personnel are required to complete Basic Offshore Safety Induction and Emergency Training (“BOSIET”) or a similar offshore survival and training course. We may also require additional training certifications prior to employment with us, depending on the position of each personnel, location of the drilling and related technical requirements. In addition to direct costs associated with BOSIET, other training courses and required training materials, there may be indirect costs to personnel (such as travel costs and opportunity costs) which have the effect of limiting the flow of new qualified personnel into the offshore drilling industry.

19

---

In addition to the technical certification requirements, our ability to operate worldwide depends on our ability to obtain the necessary visas and work permits for such personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits. This includes local content laws which restrict or otherwise affect our crew composition. If we are not able to obtain visas and work permits for the employees we need for operating our rigs on a timely basis, or for third-party technicians needed for maintenance or repairs, we might not be able to perform our obligations under our drilling contracts, which could allow our customers to cancel the contracts. These factors could increase competition for highly-skilled personnel throughout the offshore drilling industry, which may indirectly affect our business, financial condition, results of operations and cash flow. Furthermore, the unexpected loss of members of management, qualified personnel or a significant number of employees due to disease, disability or death, could have a material adverse effect on us.

We have established, and may from time to time be a party to certain joint venture or other contractual arrangements with partners that introduce additional risks to our business.

We have established, and may again in the future establish, relationships with partners, whether through the formation of joint ventures with local participation or through other contractual arrangements. For example, in Mexico, some of our operations have been structured through our joint ventures Perfomex and Perfomex II, which provide management, operations and maintenance services for some of our jack-up rigs operating in the region.

We believe that additional opportunities involving partners may arise from time to time and we may enter into such arrangements. We may not realize the expected benefits of any such arrangements and such arrangements may introduce additional risks to our business. In order to establish or preserve our relationship with our partners, we may agree to bear risks and make contributions of resources that are proportionately greater than the returns we could receive, which could reduce our income and return on our investment in such arrangements and increase our risks and costs. In certain joint ventures or other contractual relationships with our partners, we may transfer certain ownership stakes in one or more of our rig-owning subsidiaries and/or accept having less control over decisions made in the ordinary course of business. In certain arrangements with our local partners we may guarantee the performance of their obligations under the relevant contract and we may not be able to enforce any contractual indemnifications we obtain from such parties. Any reduction in our ownership of our rig-owning subsidiaries and/or control over decisions made in the ordinary course of business could significantly reduce our income and return on our investment in such arrangements.

Our operations involving partners are subject to risks, including (i) disagreement with our partner as to how to manage the drilling operations being conducted; (ii) inability of our partner to meet their obligations to us, the joint venture or our customer, as applicable; (iii) litigation between our partner and us regarding joint-operational matters and (iv) failure of a partner to comply with applicable laws, including sanctions and anti-money laundering laws and regulations, and indemnity obligations. The occurrence of any of the foregoing events may have a material adverse effect on our business, financial condition, results of operations and cash flow.

In addition, we rely on the internal controls and financial reporting controls of our subsidiaries and if any of our subsidiaries, including joint ventures which are subsidiaries, fail to maintain effective controls or to comply with applicable standards, this could make it difficult to comply with applicable reporting and audit standards. For example, the preparation of our consolidated financial statements requires the prompt receipt of financial statements from each of our subsidiaries and associated companies, some of whom rely on the prompt receipt of financial statements from each of their subsidiaries and associated companies. Additionally, in certain circumstances, we may be required to file with our annual report on Form 20-F, or a registration statement filed with the SEC, financial information of significant associated companies which has been audited in conformity with SEC rules and regulations and applicable audit standards. If we are unable for any reason to procure such financial statements, audited financial statements or financial information, as applicable, from our subsidiaries and associated companies, we may be unable to comply with applicable SEC reporting standards.

We are exposed to the risk of default or material non-performance by subcontractors.

In order to provide drilling services to our customers, we rely on subcontractors to perform certain services. We may be liable to our customers in the event of non-performance by any such subcontractor. Our back-to-back arrangements with our subcontractors, contractual indemnities or insurance arrangements may not provide adequate protection for the risks we face. To the extent that there is any back-to-back arrangement, contractual indemnity and/or receipt of evidence of insurance from a subcontractor, there can be no assurance that our subcontractors will be in a financial position to honor such arrangements in the event a claim is made against us by a customer and we seek to pass on the related damages to the subcontractor. In addition, under

20

---

the laws of certain jurisdictions, there may be circumstances in which such indemnities are not enforceable. The foregoing could result in us having to assume liabilities in excess of those agreed in our contracts, which may have a material adverse effect on our business, financial condition, results of operations and cash flow.

The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Public health crises, pandemics, epidemics and fear of an outbreak or resurgence of such events have adversely impacted and may in the future adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for oil and natural gas and the level of demand for our services. Other effects of such public health crises, pandemics as well as epidemics have included and, in the event of an outbreak or resurgence, may in the future include significant volatility and disruption of the global financial markets, continued volatility of crude oil prices and related uncertainties around OPEC+ production, disruption of our operations, including suspension of drilling activities, impact on costs, loss of workers, labor shortages, supply chain disruptions or equipment shortages, logistics constraints, lower customer demand for our services and industry demand generally, capital spending by oil and natural gas companies, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, asset impairments and other accounting changes, certain of our customers experiencing bankruptcy or otherwise becoming unable to pay vendors, including us, and employee impacts from illness, travel restrictions, including border closures and other community response measures. Such public health crises, pandemics and epidemics are continuously evolving and the extent to which our business operations and financial results have been affected and may continue to be affected depends on various factors beyond our control, such as the duration, severity and sustained geographic resurgence or emergence of such public health crises, pandemic and the impact and effectiveness of governmental actions to contain and treat such outbreaks.

We rely on a limited number of suppliers and may be unable to obtain needed supplies on a timely basis or at all.

We rely on certain third parties to provide supplies and services necessary for our offshore drilling operations, including drilling equipment suppliers, catering and machinery suppliers. There is a limited number of available suppliers throughout the offshore drilling industry and past consolidation among suppliers may result in a shortage of supplies and services, thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time.

With respect to certain items, such as blow-out preventers and drilling packages, we are dependent on the original equipment manufacturer for repair and replacement of the item or its spare parts. We maintain a limited inventory of spare parts and other items, and sourcing such items may involve long-lead times (six months or longer). Standardization across our fleet assists with our inventory management, however an inability to obtain certain items may be exacerbated if such items are required on multiple jack-up rigs simultaneously. Furthermore, our suppliers may experience disruptions and delays in light of the current global geopolitical tensions and instabilities, which could result in delays in receipt of supplies and services and/or force majeure notices.

If we are unable to source certain items from the original equipment manufacturer for any reason, including as a result of disruptions experienced by our suppliers, or if our inventory is rendered unusable by the original equipment manufacturer due to safety concerns, resulting delays could have a material adverse effect on our results of operations and result in rig downtime and delays in the repair and maintenance of our jack-up rigs or renegotiation or cancellation of contracts by our customers, which may cause loss of revenue and an increase in our operating costs. In addition, we may be unable to activate or reactivate our jack-up rigs in response to market opportunities.

We may be unable to obtain, maintain and/or renew the permits necessary for our operations or experience delays in obtaining such permits, including the class certifications of rigs.

The operation of our jack-up rigs requires certain governmental approvals, the number and prerequisites of which vary, depending on the jurisdictions in which we operate our jack-up rigs. Depending on the jurisdiction, these governmental approvals may involve public hearings and costly undertakings on our part. We may not be able to obtain such approvals or such approvals may not be obtained in a timely manner. If we fail to secure the necessary approvals or permits in a timely manner, our customers may have the right to terminate or seek to renegotiate their drilling contracts to our detriment.

Offshore drilling rigs, although not self-propelled units, are nevertheless registered in international shipping or maritime registers and are subject to the rules of a classification society, which allows such rigs to be registered in an international shipping or maritime register. The classification society certifies that a drilling rig is “in-class,” signifying that such drilling rig has been built and maintained in accordance with the rules of the relevant classification society and complies with applicable rules and regulations of the drilling rig’s country of registry, or flag state, and the international conventions to which that country is a party.

21

---

In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

Our jack-up rigs are built and maintained in accordance with the rules of a classification society, currently being American Bureau of Shipping. The class status varies depending on a jack-up rig’s status (stacked or in operation). Operational rigs are certified by the relevant classification society as being in compliance with the mandatory requirements of the relevant national authorities in the countries in which our jack-up rigs are flagged and other applicable international rules and regulations. If any jack-up rig does not maintain the appropriate class certificates for its present status, fails any periodic survey or special survey and/or fails to comply with mandatory requirements of the relevant national authorities of its flag state, the jack-up rig may be unable to carry on operations and, depending on its status, may not be insured or insurable. Any such inability to carry on operations or be insured could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We are a holding company and are dependent upon cash flow from subsidiaries to meet our obligations. If our operating subsidiaries or equity method investments experience sufficiently adverse changes in their financial conditions or results of operations, we may become unable to satisfy our debt or other obligations as they become due.

We are a holding company with no independent business operations and no significant assets and our only material assets are our interests in our subsidiaries. We conduct our operations through, and all of our assets are owned by, our subsidiaries and our operating revenues and cash flow are generated by our subsidiaries. As a result, cash we obtain from our subsidiaries is the principal source of liquidity that we use to meet our obligations and we are dependent upon cash flow from our subsidiaries in the form of intercompany loans, dividends or other distributions or payments to meet our obligations. Given our international operations, we have a large number of subsidiaries, which individually contribute to our results. The amounts of dividends and distributions or loans and contributions available to us will depend on the profitability and cash flow of the operating subsidiaries and the ability of each of those operating subsidiaries to declare dividends. Contractual provisions and/or local laws, as well as our subsidiaries’ financial condition, operating requirements and debt requirements, may limit our ability to obtain cash from subsidiaries that we require to pay our expenses or otherwise meet our obligations when due.

Applicable tax laws may also subject such payments to us by subsidiaries to further taxation. Applicable law as well as profit and loss transfer agreements between subsidiaries may also limit the amounts that some of our subsidiaries will be permitted to pay as dividends or distributions on their equity interests, or even prevent such payments. In particular, the ability of our holding companies’ subsidiaries to pay dividends to the relevant holding company will generally be limited to the amount of distributable reserves available to each of them and the ability to pay their respective debt when due.

If we are unable to transfer cash from our subsidiaries, then even if we have sufficient resources on a consolidated basis to meet our obligations when due, we may not be permitted to make the necessary transfers from our subsidiaries to meet our debt and other obligations when due.

Our business and operations involve numerous operating hazards.

Our operations are subject to hazards inherent in the drilling industry, such as blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, punch-throughs, craterings, fires, explosions and pollution. Contract drilling and well servicing require the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees, customers, subcontractors and third parties. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by jack-up rig personnel, third parties or customers and suspension of operations. Our fleet is also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from or due to severe weather, including hurricanes, and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. We customarily provide contractual indemnities to our customers and subcontractors for claims that could be asserted by us relating to damage to or loss of our equipment, including rigs, and claims that could be asserted by us or our employees relating to personal injury or loss of life.

Damage to the environment could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals and substances used in drilling operations, or extensive uncontrolled fires. We may also be subject to fines and penalties and to property, environmental, natural resource and other damage claims, and we may not be able to limit our exposure through contractual indemnities, insurance or otherwise.

22

---

Consistent with standard industry practice, customers have historically assumed, and indemnified contractors against, any loss, damage or other liability resulting from pollution or contamination when the source of the pollution originates from the well or reservoir, including damages resulting from blow-outs or cratering of the well, regaining control of, or re-drilling, the well and any associated pollution. However, as mentioned above, there can be no assurance that these customers will be willing or financially able to indemnify us against all these risks. Customers may seek to cap indemnities or narrow the scope of their coverage, reducing a contractor’s level of contractual protection. In addition, customers tend to request that contractors assume (i) limited liability for pollution damage above the water when such damage has been caused by the contractor’s jack-up rigs and/or equipment and (ii) liability for pollution damage when pollution has been caused by the negligence or willful misconduct of the contractor or its personnel. Consistent with standard industry practice, we may therefore assume a limited amount of liability for pollution damage when such damage originates from our jack-up rigs and/or equipment above the surface of the water or is caused by our negligence, in which case such liability generally has caps for ordinary negligence, with much higher caps or unlimited liability where the damage is caused by our gross negligence or willful misconduct, respectively. When we provide integrated well services, we may also be exposed to a risk of liability for reservoir or formation damage or loss of hydrocarbons.

In addition, a court may decide that certain indemnities in our current or future contracts are not enforceable.

If a significant accident or other event occurs that is not fully covered by our insurance or an enforceable or recoverable indemnity from a customer, the occurrence could adversely affect us. Moreover, pollution and environmental risks generally are not totally insurable.

Our insurance policies and contractual rights to indemnity may not adequately cover losses, and we do not have insurance coverage or rights to indemnification for all risks. In addition, where we do have such insurance coverage, the amount recoverable under insurance may be less than the related impact on enterprise value after a loss or not cover all potential consequences of an incident and include annual aggregate policy limits. As a result, we retain the risk through self-insurance for any losses in excess of these limits or that are not insurable. Any such lack of reimbursement may cause us to incur substantial costs or may otherwise result in losses. We may not be able to maintain adequate insurance in the future at rates that we consider reasonable, and we may not be able to obtain insurance against certain risks. In addition, we could decide to retain more risk through self-insurance in the future. This self-insurance results in a higher risk of losses, which could be material.

Our business could be materially and adversely affected by severe or unseasonable weather where we have operations.

Our business could be materially and adversely affected by severe weather, particularly in the Gulf of Mexico and the North Sea. Many experts believe global climate change could increase the frequency and severity of extreme weather conditions.

Repercussions of severe or unseasonable weather conditions may include:

•evacuation of personnel and inoperability of equipment resulting in curtailment of services;

•weather-related damage to offshore drilling rigs resulting in suspension of operations;

•weather-related damage to our facilities and project work sites;

•inability to deliver materials to jobsites in accordance with contract schedules;

•fluctuations in demand for oil and natural gas, including possible decreases during unseasonably warm winters; and

•loss of productivity.

In addition, acute or chronic physical impacts of climate change, such as sea level rise, coastal storm surge and hurricane-strength winds may damage our jack-up rigs. Any such extreme weather events may result in increased operating costs or decreases in revenue, which could adversely affect our financial condition, results of operations and cash flow.

Our information technology systems are subject to cybersecurity risks and threats and failure to protect these systems could have a material adverse effect on us.

23

---

We increasingly depend on digital technology systems that we manage, and other systems that our third parties, such as our service providers, vendors, and equipment providers, manage, including critical systems to conduct our offshore and onshore operations, collect payments from customers and pay vendors and employees.

Our data protection measures and measures taken by our customers and vendors may not prevent unauthorized access to information technology systems, and when such unauthorized access occurs, we, our customer or vendors may not detect the incident in time to prevent harm or damage. Threats to our information technology systems and the systems of our customers and vendors, associated with cybersecurity risks or attacks continue to grow. Such threats may derive from human error, power outages, computer and telecommunication failures, natural disasters, fraud or malice, social engineering or phishing attacks, viruses or malware, and other cyberattacks, such as denial-of-service or ransomware attacks. Our drilling operations or other business operations could also be targeted by individuals or groups including cybercriminals, competitors, and nation state actors seeking to sabotage, disable or disrupt our information technology systems and networks, or to steal data. A successful cyberattack could materially disrupt our operations, including the safety of our operations, or lead to an unauthorized release of information or alteration of information on our systems. In addition, breaches to our systems and systems of our customers and vendors could go unnoticed for some period of time. A breach could also originate from, or compromise, our customers’ and vendors’ or other third-party networks outside of our control. A breach may also result in legal claims or proceedings against us by our shareholders, employees, customers, vendors and governmental authorities, both U.S. and non-U.S. Any such attack or other breach of our information technology systems, or failure to effectively comply with applicable laws and regulations concerning privacy, data protection and information security, could have a material adverse effect on our business and financial results.

We have been subject to cyberattacks. For example, we have been targeted by parties using fraudulent “spoof” and “phishing” emails and other means to misappropriate information or to introduce viruses or other malware through “trojan horse” programs to our computers. In response to these attacks and to prevent future attacks, we have engaged, and may in the future engage, third party vendors to review and supplement our defensive measures and assist us in our effort to eliminate, detect, prevent, remediate, mitigate or alleviate cyber or other security problems, although such measures may not be effective. Remote working increases the risk of cyber security issues as it enables employees to work outside of our physical corporate offices and, in some cases, use their own personal devices.

Given the increasing sophistication and evolving nature of the above mentioned threats, we cannot rule out the possibility of them occurring in the future. The costs to us to detect, prevent, remediate, mitigate or alleviate cyber or other security problems, viruses, worms, malicious software programs, phishing schemes and security vulnerabilities could be significant and our efforts to address these problems may not be successful. We continue to face the risk of cybersecurity attacks or breaches which could disrupt our operations and result in downtime, loss of revenue, harm to the Company’s reputation, or the loss, theft, corruption or unauthorized release of our critical data or of those with whom we do business, as well as result in higher costs to correct and remedy the effects of such incidents, including potential extortion payments associated with ransomware or ransom demands and may have a material impact on us and could have a material impact on our business or operations.

In addition, laws and regulations governing, or proposed to govern, cybersecurity, data privacy and protection, and the unauthorized disclosure of confidential or protected information, including the U.K. Data Protection Act, the GDPR (as defined herein), Bermuda Personal Information Protection Act 2016, the California Consumer Privacy Act, the Cyber Incident Reporting for Critical Infrastructure Act, and other similar legislation in domestic and international jurisdictions pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.

We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on us.

We are from time to time involved in various litigation matters, and we anticipate that we will be involved in litigation matters from time to time in the future. The operating hazards inherent in our business expose us to litigation, including personal injury and employment-dispute litigation, environmental and climate change litigation, contractual litigation with customers, subcontractors and/or suppliers, intellectual property litigation, litigation regarding historical liabilities of acquired companies, tax or securities litigation and maritime lawsuits, including the possible arrest of our jack-up rigs. Risks associated with litigation include potential negative outcomes, the costs associated with asserting our claims or defending against such litigation, and the diversion of management’s attention to these matters. Accordingly, current and future litigation and the outcome of such litigation could adversely affect our business, financial condition, results of operations and cash flow.

We may be subject to claims related to Paragon and the financial restructuring of its predecessor.

24

---

Paragon was incorporated on July 18, 2017 as part of the financial restructuring of its predecessor, Paragon Offshore plc, which commenced proceedings under Chapter 11 of the U.S. Bankruptcy Code on February 14, 2016. We believe that substantially all of the material claims against Paragon Offshore plc that arose prior to the date of the bankruptcy filing were addressed during the Chapter 11 proceedings and have been resolved in accordance with the plan of reorganization and the order of the Bankruptcy Court confirming such plan. If, however, we are subject to claims that are attributable to Paragon Offshore plc, or any of its subsidiary undertakings, including in accordance with certain litigation arrangements in place prior to the acquisition of Paragon, our business, financial condition, results of operations and cash flow could be adversely affected.

RISK FACTORS RELATED TO OUR FINANCING ARRANGEMENTS

We have significant debt maturities in the coming years.

As of December 31, 2024, all of our debt, totaling $2,179.6 million in principal amount, has scheduled final maturity dates between 2028 and 2030. In addition, under our Notes, we have amortization payments of approximately $134.7 million per year at a price of 105% of principal amount, plus accrued interest and an excess cash flow repayment offer requirement, starting from 2024. We do not expect we will have cash resources to pay this debt at final maturity so we expect we will need to refinance or extend this debt prior to maturity, and any refinancing could be at higher rates or subject to more onerous restrictions and if we are unable to extend or refinance our secured debt this could result in enforcement by creditors and insolvency for us.    

Future cash flow may be insufficient to meet obligations under the terms of our existing bonds and loans and could impact our ability to operate our business.

As of December 31, 2024, we had $2,179.6 million in principal amount of debt outstanding (excluding deferred finance charges, debt discounts and debt premiums), representing 63.7% of our assets. As of December 31, 2024, our principal debt instruments included the following:

•$1,940.2 million outstanding under our Senior Secured Notes, consisting of $1,279.6 million principal amount of 10% senior secured notes due 2028 and $660.6 million aggregate principal amount of 10.375% senior secured notes due 2030 (of which $134.7 million is due annually on these notes pursuant to amortization provisions in the notes);

•$239.4 million outstanding under our Convertible Bonds due in 2028.

In addition, the Company has available a $195 million Super Senior Credit Facility, comprised of a $150 million Revolving Credit Facility ("RCF") and a $45 million Guarantee Facility (following an increase of the Guarantee Facility from $30 million to $45 million in August 2024). As of December 31, 2024, $41.1 million was drawn under the Guarantee Facility, and the $150 million under the RCF was undrawn.

The Notes are guaranteed by the Company and most of its subsidiaries and secured on a first-priority basis by liens on substantially all of the assets of the Company and Subsidiary Guarantors, including 23 of our 24 jack-up rigs, pledges over shares of our rig-owning subsidiaries, assignment of certain receivables, earnings and insurances held by the subsidiary guarantors.

Our RCF and the Guarantee Facility are guaranteed by the Company and its subsidiaries that guarantee the Notes and are secured on a super senior basis by the same security that secures the Notes.

The Convertible Bonds are unsecured and not guaranteed by any subsidiary of the Company.

Our 2028 Notes mature on November 15, 2028, our 2030 Notes mature on November 15, 2030 and our Convertible Bonds mature on February 8, 2028.

A substantial portion of our debt falls due in 2028 and we will need to refinance that debt. There is no assurance that we will be able to refinance our debt before it falls due on reasonable terms, or at all. In addition, we have annual amortization payments due under our Notes and, starting in 2025, an obligation to use certain excess cash flow to offer to repay our Notes. Please see – “Item 5.B. Liquidity and Capital Resources – Our Existing Indebtedness.”

These obligations will require significant cash payments, or we will need to refinance such debt. Our future cash flow, which depends on many factors beyond our control, may be insufficient to meet all of these debt obligations and contractual commitments and we do not expect to have sufficient cash to repay all of these facilities at their currently scheduled due dates. Future cash flows may also be insufficient to meet our other obligations or to fund our other liquidity needs, or have future borrowings available under the RCF. We expect we will need to refinance at least some of these facilities, and if we are unable to

25

---

repay or refinance our debt and make other debt service payments as they fall due, we would face defaults under such debt instruments which could result in cross-defaults under other debt instruments.

Our ability to fund planned expenditures and amortization payments and cash sweep obligations under our Notes is dependent upon our operating performance and ability to generate sufficient cash, which is subject, to some extent, to the success of our business strategy, prevailing economic conditions, industry cycles and financial, business, regulatory and other factors affecting our operations, many of which are beyond our control. We also experience seasonal fluctuations in our cash flow.

We expect that a significant portion of our cash flow from operations will be dedicated to the payment of interest and principal on our debt, and consequently will not be available for other purposes. We cannot assure that our business will generate sufficient cash flow from operations, that anticipated revenues growth, cost savings and operating improvements will be realized and will be sufficient to enable us to pay our debts when due. If we are unable to repay our indebtedness as it becomes due (including pursuant to amortization and cash sweep provisions in our Notes), we may need to refinance our debt, raise new debt, sell assets or repay the debt with the proceeds from equity offerings—however, covenants in certain of our existing bonds and loans limit our ability to take some of these actions without consent, subject to several exceptions and qualifications. If we are not able to borrow additional funds, raise other capital or utilize available cash on hand, a default could occur under certain or all of our existing bonds and loans. If we are able to refinance our debt or raise new debt or equity financing, such financing might not be on favorable terms and could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business, financial condition, results of operations and cash.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, growth and prospects.

We are largely dependent on cash generated by our operations, cash on hand, borrowings under our RCF and potential issuances of equity or long-term debt to cover our operating expenses, capital expenses, service our indebtedness (including interest, amortization and cash sweep requirements) and fund our other liquidity needs. The level of cash available to us depends on numerous factors, including the dayrates we are paid by our customers and demand for our services and the level of utilization of our drilling rigs, which are impacted by the price of oil and global economic conditions, our ability to control and reduce costs, our access to capital markets and amounts available to us under our RCF and amounts received from our joint ventures. One or more of such factors could be negatively impacted and our sources of liquidity could be insufficient to fund our operations and service our obligations such that we may require capital in excess of the amount available from those sources. Our access to funding sources in amounts adequate to finance our operations and planned capital expenditures and repay our indebtedness on terms that are acceptable could be impaired by factors such as negative views and expectations about us, the oil and gas industry or the economy in general and disruptions in the financial markets.

Our financial flexibility will be severely constrained if we experience a significant decrease in cash generated from our operations or are unable to maintain our access to or secure new sources of financing. In such case, where additional financing sources are unavailable, or not available on reasonable terms, our financial condition, growth and future prospects could be materially adversely affected, and we may be unable to meet our debt service obligations. As such, we cannot assure you that cash flow generated from our business and other sources of cash, including future borrowings under our RCF and any new debt and equity financings, will be sufficient to enable us to pay our indebtedness and to fund our other liquidity needs.

We are currently subject to a minimum liquidity covenant in our RCF. Please see “Item 5.B. Liquidity and Capital Resources – Our Existing Indebtedness.” for further details of the agreed terms. We have significant debt maturities in 2028 and 2030 and amortization payments due each year and cash sweep repayment offer provisions applicable from 2025 which may require us to raise additional financing and/or extend maturities and there is no assurance that we will be able to do so.

As a result of our significant cash flow needs, we may be required to raise funds through the issuance of additional debt or equity, and in the event of lost market access, we may not be successful in doing so.

Our cash flow needs, both in the short-term and long-term, include:

•normal recurring operating expenses;

•planned and discretionary capital expenditures; and

•repayment of debt and interest including amortization payments and amounts payable under the cash sweep repayment offer provisions in our Notes.

26

---

We may require additional financing in order to meet our capital expenditure commitments and further execute on our planned capital expenditure program and to meet interest and principal payments due under our existing bonds and loans.

We have significant debt maturities in 2028 and 2030, as well as amortization and cash sweep payments (if applicable), capital expenditures and other payment requirements applicable before then. These maturities and other payment obligations may require us to raise additional financing.

We may seek to raise additional capital in a number of ways, including accessing capital markets, obtaining additional lines of credit or disposing of assets. We may also issue additional securities and our subsidiaries may also issue securities in order to fund working capital, capital expenditures, such as activation, reactivation and mobilization costs, or other needs. Any such equity issuance would have the effect of diluting our existing shareholders. We can provide no assurance that any of these options will be available to us on acceptable terms, or at all. Capital market conditions as well as industry conditions and our debt levels could make it very difficult or impossible to raise capital until conditions improve. The current global economic conditions and related concerns of a global economic recession, instability in the global financial markets, financial turmoil and the current military action in Ukraine and sanctions implemented in response to that, in addition to the related global tensions, and the conflicts in and around Israel and related hostilities in the Middle East have impacted capital markets and this may continue.

We may delay or cancel discretionary capital expenditures as a result of our cash flow needs or otherwise, which could have certain adverse consequences, including delaying upgrades or equipment purchases that could make the affected rigs less competitive, adversely affect customer relationships and negatively impact our ability to contract such rigs.

We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

Our existing bonds and loans impose operating and financial restrictions on us, including, among other things, our ability to:

•incur or guarantee additional indebtedness;

•pay dividends or make other distributions or purchase or redeem our shares, make investments or other restricted payments;

•enter into agreements that restrict the ability of certain of our subsidiaries to pay dividends;

•transfer or sell assets;

•engage in transactions with affiliates;

•create liens on assets to secure indebtedness; and

•merge or consolidate with or into another company.

Even though all of these limitations are subject to significant exceptions and qualifications, they could still limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest.

Furthermore, under certain circumstances, the RCF requires us to comply with a number of financial covenants. Our ability to comply with these financial covenants may be affected by events beyond our control, and we cannot assure you that we will comply with such financial covenants. A default under the RCF, could lead to an acceleration of amounts due thereunder and a cancellation of available funds under the facility which could lead to an event of default and acceleration under other debt instruments that contain cross default or cross acceleration provisions, including the indenture governing the Notes, which has a cross acceleration provision.

We may require additional financing for working capital or other requirements and we may not be able to arrange the required or desired financing.

27

---

Our business is capital intensive and to the extent we do not generate sufficient cash from operations and to the extent we are unable to draw under our credit facilities, we may need to raise additional funds through public or private debt or equity offerings or through bank, shipyard or other financing arrangements to fund our capital expenditures, and in industry down cycles, our operating expenses. We may need to borrow from time to time to fund working capital, debt service costs including amortization and cash sweep payments and capital expenditures, such as activation, reactivation and mobilization costs and/or to fund the issuance of guarantees required for temporary import of rigs, customs bonds, performance guarantees or other needs, subject to compliance with the covenants in our existing bonds and loans. We may not be able to raise additional indebtedness as this is dependent on numerous factors as set out below. Any additional indebtedness which we are able to raise may include additional revolving credit facilities, term loans, bonds, refinancing of our existing bonds and RCF or other forms of indebtedness. We may also issue additional common shares or other securities and our subsidiaries may also issue securities in order to fund working capital, capital expenditures, such as activation, reactivation and mobilization costs, or other needs. Any such equity issuance would have the effect of diluting our existing shareholders.

Our ability to incur additional indebtedness or refinance our existing bonds and loans will depend on a number of factors, including the general condition of the lending markets and capital markets, credit availability from banks and other financial institutions, investors' confidence in us, and our financial position at such time, our financial performance, cash flow generation, our indebtedness and compliance with covenants in debt agreements, among others. Any additional indebtedness or refinancing of our existing bonds and loans may result in higher interest rates or further encumbrances on our jack-up rigs and may require us to comply with more onerous covenants, which could further restrict our business operations. Increases in interest rates will increase interest costs on our variable interest rate debt instruments (i.e. our RCF), which would reduce our cash flow. If we are not able to maintain a level of cash flow sufficient to operate our business in the ordinary course according to our business plan and are unable to incur additional indebtedness or refinance our existing bonds and loans, our business and financial condition would be adversely affected.

An economic downturn could have an adverse effect on our ability to access the capital markets.

Negative developments in worldwide financial and economic conditions could impact our ability to access the lending and capital markets, which could impact our ability to react to changing economic and business conditions. Worldwide economic conditions could impact lenders' willingness to provide credit facilities to us, or our customers, causing them to fail to meet their obligations to us. Global economic conditions, instability in the global financial markets, financial turmoil and military action in Ukraine and sanctions implemented in response as well as the related global tensions, and the conflicts in and around Israel and related hostilities in the Middle East, coupled with rising inflation and interest rates, have impacted capital markets and lending markets. This impact may continue, which could impact our ability to refinance our significant indebtedness which falls due in the coming years.

A renewed period of adverse development in the outlook for the financial stability of European, Middle Eastern or other countries, or market perceptions concerning these and related issues, could reduce the overall demand for oil and natural gas and for our services and thereby could affect our business, financial condition, results of operations and cash flow. Brexit, or similar events in other jurisdictions, can impact global markets, which may have an adverse impact on our ability to access the capital markets. In addition, turmoil and hostilities in various geographic areas and countries around the world add to the overall risk picture.

We are subject to fluctuations in exchange rates and limitations on repatriation of earnings which could negatively impact us.

We use the U.S. dollar as our functional currency because the majority of our revenues and expenses are denominated in U.S. dollars. Our reporting currency is also the U.S. dollar. As a result of our international operations, we may be exposed to fluctuations in foreign exchange rates due to revenues being received and operating expenses paid in currencies other than U.S. dollars. Notably, with respect to jack-up drilling contracts in the North Sea, revenues may be received, and salaries generally paid, in Euros or Pounds. In addition, we may receive revenue or incur expenses in other currencies, including the Malaysian Ringgit, Mexican Pesos, Thai Baht, Central African CFA Franc (the common currency of the trading bloc of the Central African Economic and Monetary Community ("CEMAC") and the Saudi Riyal. Accordingly, we may experience currency exchange losses if we have not hedged, or adequately hedged our exposure to a foreign currency. Moreover, we may experience adverse tax consequences attributable to currency fluctuations. As we earn revenues and incur expenses in currencies other than our reporting currency, there is a risk that currency fluctuations could have an adverse effect on our statements of operations and cash flow.

Additionally, given the evolving and strict regulatory environment in some regions, notably within the CEMAC region, we may face challenges in repatriating our contract revenues, including foreign exchange regulations imposed by certain central banks of the countries in which we operate. Regulations, such as those imposed by the Bank of Central African States, may introduce substantial hurdles in transferring money out of our bank accounts in the CEMAC region. This could affect our liquidity and operational flexibility. We have from time to time been subject to limitations on repatriating cash derived from income, capital or

28

---

foreign earnings in certain of the countries in which we operate. Such limitations may result in a material adverse effect on our financial condition and cash flow and our ability to service our indebtedness.

RISK FACTORS RELATED TO APPLICABLE LAWS AND REGULATIONS

Compliance with, and breach of, the complex laws and regulations governing international drilling could be costly, expose us to liability and adversely affect our operations.

We are directly affected by the adoption and entry into force of national and international laws and regulations that, for economic, environmental or other policy reasons, curtail, or impose restrictions, obligations or liabilities in connection with, exploration and development drilling for oil and gas in the geographic areas in which we operate. If legislative, regulatory or other governmental action is taken that restricts or prohibits offshore drilling in our current or anticipated future areas of operation we could be materially and adversely affected. Given the long-term trend towards increasing regulation, we may be required to make significant capital expenditures or operational changes to comply with governmental laws and regulations. It is also possible that these laws and regulations may add significantly to our operating costs or significantly limit drilling activity.

The laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Import activities are governed by unique customs laws and regulations in each of the countries of operation. Shipments can be delayed and denied export or entry for a variety of reasons, some of which are outside our control and some of which may result from the failure to comply with existing legal and regulatory regimes. Delays or denials of shipments of parts and equipment that we need could cause unscheduled operational downtime. Future earnings may be negatively affected by compliance with any such new legislation or regulations.

The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, economic sanctions, anti-boycott laws, exchange controls or new barriers to entry, could adversely affect our business, financial condition and results of operations.

Any failure to comply with applicable legal and regulatory trading obligations, including as a result of changed or amended interpretations or enforcement policies, could also result in administrative, criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, the seizure of shipments, the loss of import and export privileges and the suspension or termination of operations. New laws, the amendment or modification of existing laws and regulations or other governmental actions that prohibit or restrict offshore drilling or impose additional environmental protection requirements that result in increased costs to the oil and gas industry, in general, or to the offshore drilling industry, in particular, could adversely affect our performance.

Local content requirements may increase the cost of, or restrict our ability to, obtain needed supplies or hire experienced personnel, or may otherwise affect our operations.

Local content requirements are policies imposed by governments that require companies who operate within their jurisdiction to use domestically supplied goods and services or work with a domestic partner in order to operate within the jurisdiction. Governments in some countries in which we operate, or may operate in the future, have become increasingly active in the requirements with respect to the ownership of drilling companies, local content requirements for equipment used in operations within the country and other aspects of the oil and gas industries in their countries. In addition, national oil companies may impose restrictions on the submission of tenders, including eligibility criteria, which effectively require the use of domestically supplied goods and services or a local partner.

Some foreign governments and/or national oil companies favor or effectively require (i) the awarding of drilling contracts to local contractors or to drilling rigs owned by their own citizens, (ii) the use of a local agent or (iii) foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. For example, in Mexico, where we have significant activities, there are no foreign investment restrictions for the operation of jack-up rigs for drilling operations in Mexico but the particular tender rules or the nature of the contractual obligations may make it necessary or prudent for these activities to be performed with a Mexican partner. We conduct our activities in Mexico through joint venture entities with a local Mexican partner experienced in providing services to PEMEX and use local labor and resources in order to comply with the contractual obligations to PEMEX. These practices may adversely affect our ability to compete in those regions and could result in increased costs and impact our ability to effectively control and operate our jack-up rigs, which could have a material impact on our earnings, operations and financial condition in the future.

29

---

As a company limited by shares incorporated under the laws of Bermuda with subsidiaries in certain offshore jurisdictions, our operations are subject to economic substance requirements.

Certain of our subsidiaries may from time to time be organized in other jurisdictions identified by the Code of Conduct Group for Business Taxation of the European Union (the “COCG”), based on global standards set by the Organization for Economic Co-operation and Development ("OECD") with the objective of preventing low-tax jurisdictions from attracting profits from certain activities, as non-cooperative jurisdictions or jurisdictions having tax regimes that facilitate offshore structures that attract profits without real economic activity.

Beginning in 2017, following an assessment of the tax policies of various countries by the COCG, economic substance laws and regulations were enacted in these jurisdictions requiring that certain entities carrying out particular activities comply with an economic substance test whereby the entity must show, for example, that it (i) carries out activities that are of central importance to the entity from the jurisdiction, (ii) has held an adequate number of its board meetings in the jurisdiction when judged against the level of decision-making required and (iii) has an adequate (a) amount of operating expenditures, (b) physical presence and (c) number of full-time employees in the jurisdiction.

If we fail to comply with our obligations under applicable economic substance legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials in related jurisdictions and may be struck from the register of companies in that jurisdiction. Any of these actions could have a material adverse effect on our business, financial condition, results of operations and cash flow.

The obligations of being a public company, including compliance with the reporting requirements of the Exchange Act and New York Stock Exchange (“NYSE”) Listed Company Manual, require certain resources and has caused us to incur additional costs.

Following completion of the delisting of our shares on the Oslo Stock Exchange, we are solely subject to reporting and other requirements as a result of our listing on the NYSE. As a result of this listing, we incur significant costs associated with corporate governance and reporting requirements that are applicable to us as a public company, including the Securities Act and the Exchange Act, rules of the NYSE and the rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010 and other regulations. We are also subject to the emissions disclosure regulations enacted by the SEC; these rules have been stayed subject to litigation, and the outcome of this litigation and whether and when these rules may become effective is unclear. These rules and regulations result in significant accounting, legal and financial compliance costs and make some activities more time consuming. We may be subject to new rules and regulations in the future that could result in higher costs, burdens on our organization and potential liability.

We are obligated to maintain effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our common shares may be negatively affected.

As a public company whose common shares are listed in the U.S., we are subject to an extensive regulatory regime, requiring us, among other things, to maintain internal control over financial reporting and to prepare and file periodic and current reports and statements. Complying with these requirements is costly and time consuming. In the event that we are unable to comply with our obligations as a public company, or are unable to produce timely or accurate financial statements, we may be subject to sanctions or investigations by regulatory authorities and investors may lose confidence in our operating results, and the price of our common shares could decline.

We have lost our status as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) because as of December 31, 2023, we are deemed a “large accelerated filer”.

As a result of losing our “emerging growth company” status, we are no longer entitled to the exemption provided in the JOBS Act and pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting on an annual basis. Our compliance with Section 404 requires us to incur additional costs and expend significant management efforts.

Our testing, or the subsequent attestation by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. If our independent registered public accounting firm identifies any deficiencies in connection with the issuance of their attestation report, we may encounter problems or delays in completing the appropriate remediation.

30

---

If we identify one or more material weaknesses in our internal control over financial reporting, our management will be unable to conclude that our internal control over financial reporting is effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common shares to decline. Internal control deficiencies could also result in a restatement of our financial results or restrict our access to the capital markets.

We are subject to complex environmental laws and regulations that can adversely affect us.

Our business is subject to international, national and local, environmental and safety laws, regulations, treaties and conventions in force from time to time including:

•the United Nation’s International Maritime Organization’s, or the “IMO,” International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended, including the designation of Emission Control Areas thereunder;

•the IMO International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended;

•the International Convention on Civil Liability for Bunker Oil Pollution Damage;

•the International Convention for the Safety of Life at Sea of 1974, as from time to time amended;

•the IMO International Convention on Load Lines, 1966, as from time to time amended;

•the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, February 2004;

•the Code for the Construction and Equipment of Mobile Offshore Drilling Units, 2009;

•the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal, as from time to time amended, or the “Basel Convention”;

•the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009; and

•certain regulations of the European Union, including Regulation (EC) No 1013/2006 on Shipments of Waste and Regulation (E.U.) No 1257/2013 on Ship Recycling.

Compliance with applicable laws, regulations and conventions may require us to incur capital costs or implement operational changes and may affect the value or useful life of our jack-up rigs which could have a material adverse effect on our profitability. A failure to comply with applicable laws, regulations and conventions may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Conventions, laws and regulations are often revised and may only apply in certain jurisdictions and we are subject to costs of complying with them and we face risks in connection with their impact on the value or useful lives of our rigs. New conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and that may materially adversely affect our operations.

Environmental laws often impose strict liability for the remediation of spills and releases of oil and hazardous substances, which could subject us to liability irrespective of any negligence or fault on our part. Under the U.S. Oil Pollution Act of 1990, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the U.S. If we were to operate in these areas, an oil or chemical spill could result in us incurring significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages, which could have a material adverse effect on our business, financial condition, results of operations and cash flow. Furthermore, future major environmental incidents involving the offshore drilling industry, such as the 2010 Deepwater Horizon Incident (to which we were not a party) may result in further

31

---

regulation of the offshore industry and modifications to statutory liability schemes, thus exposing us to further potential financial risk in the event of any such oil or chemical spill in areas in which we operate.

Our jack-up rigs could cause the release of oil or hazardous substances. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations, and to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Any releases may be large in quantity, above permitted limits or occur in protected or sensitive areas where public interest groups or governmental authorities have special interests. Any releases of oil or hazardous substances could result in fines and other costs to us, such as costs to upgrade our jack-up rigs, clean up the releases, compensate for natural resource damages and comply with more stringent requirements in our permits. Moreover, such releases may result in our customers or governmental authorities suspending or terminating our operations in the affected area, which could have a material adverse effect on our business, results of operations and financial condition.

Our jack-up rigs are owned by separate single-purpose subsidiaries, but certain obligations of these subsidiaries are and may in the future be guaranteed by the parent company.

Even if we are able to obtain contractual indemnification from our customers against pollution and environmental damages in our contracts, such indemnification may not be enforceable in all instances or the customer may not be financially able to comply with its indemnity obligations in all cases. We do not have full contractual indemnification under all of our current contracts, and we may not be able to obtain such indemnification agreements in the future. In addition, a court may decide that certain indemnities in our current or future contracts are not enforceable.

Although we have insurance to cover certain environmental risks, there can be no assurance that such insurance will cover any losses and if it does, that the proceeds will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flow and financial condition.

In the future, insurance coverage protecting us against damages incurred or fines imposed as a result of our violation of applicable environmental laws may not be available or we may choose not to obtain such insurance, and this could have a material adverse effect on our business, results of operations and financial condition.

Future government regulations may adversely affect the offshore drilling industry.

International contract drilling operations are subject to various laws and regulations of the countries in which we operate, including laws and regulations relating to:

•the equipping and operation of drilling rigs;

•exchange rates or exchange controls;

•oil and gas exploration and development;

•the taxation of earnings;

•the ability to receive drilling contract revenue outside the country of operation;

•the ability to move earnings or capital;

•the environment and climate change;

•the taxation of the earnings of expatriate personnel; and

•the use and compensation of local employees and suppliers by foreign contractors.

It is difficult to predict what government regulations may be enacted in the future that could adversely affect the offshore drilling industry. Failure to comply with applicable laws and regulations, including those relating to sanctions and export restrictions, may

32

---

subject us to criminal sanctions or civil remedies, including fines, the denial of export privileges, injunctions or the seizures of assets.

Data protection and regulations related to privacy, data protection and information security could increase our costs, and our failure to comply could result in fines, sanctions or other penalties, as well as have an impact on our reputation.

We rely on information technology systems and networks in our operations and administration of our business and are bound by national and international regulations related to privacy, data protection and information security.

Regulatory enforcement and litigation activity in the areas of privacy, data protection and information security, in the U.S., the European Union and other relevant jurisdictions are increasing. The General Data Protection Regulations of the European Union (“GDPR”), which became enforceable in all 27 E.U. member states as of May 25, 2018, requires us to undertake enhanced data protection safeguards, with fines for noncompliance up to 4% of global total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the breach. Compliance with current or future privacy, data protection and information security laws could significantly impact our current and planned privacy, data protection and information security related practices, our collection, use, sharing, retention and safeguarding of customer and/or employee information, and some of our current or planned business activities.

As our business grows, our compliance costs may increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place and adapted to development in the laws and regulations in all of the relevant jurisdictions. Failure to comply with applicable privacy, data protection and information security laws could affect our results of operations and overall business, as well as have an impact on our reputation.

Changes in Tax Laws and Other Regulations May Adversely Affect Our Financial Results.

We operate through subsidiaries and branches in multiple countries, subjecting us to complex and evolving tax laws, regulations, and treaties. These frameworks are frequently revised and reinterpreted, creating uncertainty in our tax profile and financial results.

Global tax reforms, including the OECD initiatives such as the Base Erosion and Profit Shifting (BEPS) project, aim to address profit allocation to low-tax jurisdictions. A key outcome is the implementation of a 15% global minimum tax under Pillar Two of the BEPS project, with many jurisdictions adopting these rules as of January 1, 2024. Similarly, Bermuda enacted the Corporate Income Tax 2023, imposing a 15% corporate income tax effective for taxable years beginning on or after January 1, 2025. These developments could significantly impact our effective tax rate, financial position, and cash flows.

In Mexico, tax reforms introduced in 2020 could materially increase our tax expense. Additionally, some jurisdictions tax gross revenues or deemed profits rather than net income, limiting adjustments to our effective tax rate based on profitability.

Uncertainty in tax law interpretation, tax disputes and other tax risks could adversely impact us.

Our tax expense is determined by interpreting applicable laws at the time it is incurred. However, tax authorities may challenge our positions, including intercompany pricing policies, operational structures, or the taxable presence of our subsidiaries. Adverse outcomes from these challenges or unfavorable changes in tax laws or treaties could lead to higher tax liabilities and effective tax rates on global earnings.

In addition, the mobility of our rigs between jurisdictions introduces additional complexity. Rig movements may require ownership transfers within our group, potentially triggering transfer taxes. Variations in the tax bases of operating companies and frequent shifts in the jurisdictions where we operate may lead to substantial fluctuations in our effective income tax rate.

Our income tax filings are subject to audits by tax authorities in jurisdictions where we operate. Disputes or challenges with respect to our tax filing positions may result in double taxation, penalties, or interest, negatively affecting our earnings and cash flows. A material loss in a tax dispute or adverse changes to tax laws or treaty interpretations could significantly increase our tax obligations, impacting our ability to fund operations, service debt, or distribute dividends.

We continuously monitor global and local tax developments to assess their potential impact and adapt our tax strategies accordingly. Despite these efforts, the dynamic nature of tax laws and their interpretation may materially affect our financial performance.

33

---

Climate change and the regulation of greenhouse gases could have a negative impact on our business.

Due to concern over the risk of climate change, a number of countries, the European Union and the IMO (as defined herein) have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions in the shipping industry. For example, as of January 1, 2013, all ships (including jack-up rigs) must comply with mandatory requirements adopted by the IMO’s Maritime Environment Protection Committee in July 2011 relating to greenhouse gas emissions. In April 2018, the IMO adopted a strategy to, among other things, reduce the 2008 level of greenhouse gas emissions from the shipping industry by 50% by the year 2050. Other governmental bodies may also begin regulating greenhouse gas emissions from shipping sources in the future, but the future of such regulations is difficult to predict. Compliance with existing regulations and changes in laws, regulations and obligations relating to climate change could increase our costs to operate and maintain our assets, reduce our return on investment and might also require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Any passage of climate control legislation or other regulatory initiatives by the IMO, the European Union, the U.S. or other jurisdictions in which we operate, or any treaty or agreement adopted at the international level, such as the Kyoto Protocol, Glasgow Climate Pact or the 2015 Paris Agreement, which restricts emissions of greenhouse gases could require us to make significant financial expenditures. For example, in the United States, presidents have certain powers to issue executive orders that can have the effect of the enactment of new laws. In January 2025, President Biden issued a Memorandum of Withdrawal that could have had the effect of preventing future leasing by the federal government (and therefore oil and gas exploration) of the lands underlying federal waters offshore the U.S. East Coast, the eastern Gulf of Mexico, the Pacific Ocean off the coasts of Washington, Oregon, and California, and additional portions of the Northern Bering Sea in Alaska. Also in January 2025, President Trump in turn overturned President Biden’s Memorandum of Withdrawal and issued a series of executive orders that signal a shift in the United States’ energy and climate change policies. Future administrations may, however, pursue executive orders similar to, or more restrictive than, those put in place by predecessor administrations.

Additionally, adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for the use of alternative energy sources. In addition, parties concerned about the potential effects of climate change have directed their attention at sources of funding for energy companies, which has resulted in certain financial institutions, funds and other sources of capital, restricting or eliminating their investment in or lending to oil and gas activities. Any material adverse effect on the oil and gas industry relating to climate change concerns could have a significant adverse financial and operational impact on our business and operations.

Finally, the impacts of severe weather, such as hurricanes, monsoons and other catastrophic storms, resulting from climate change could cause damage to our equipment and disruption to our operations and cause other financial and operational impacts, including impacts on our major customers.

Increasing attention to sustainability, environmental, social and governance matters and climate change may impact us.

Companies across all industries are facing increasing scrutiny relating to their sustainability policies, including their Environmental, Social and Governance (“ESG”) policies. Governments across the globe and investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on sustainability and ESG practices and in recent years have placed growing importance on the implications and social cost of their investments. There have been efforts within the investment community (including investment advisors, investment fund managers, sovereign wealth funds, public pension funds, universities and individual investors) to promote the divestment of, or limit investment in, the stock of companies in the oil and gas industry, which, if successful, could limit our ability to access capital markets. The increased focus and activism related to sustainability and ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or not to commit capital as a result of their assessment of a company’s sustainability and ESG practices, or rating agencies may screen companies such as ours for ESG disclosures and performance before rating our securities. Companies that do not adapt to or comply with governmental, investor, lender or other industry shareholder rules, expectations and standards, as applicable, which are evolving, or which are perceived to have not responded appropriately to the growing concern for sustainability and ESG issues, whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition or share price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be

34

---

required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude companies engaged in the fossil fuel industry, such as us, from their investing or loan portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing those markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to refinance our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide-ranging ESG requirements and goals, targets or objectives set in connection therewith. Similarly, these policies may negatively impact the ability of other businesses in our supply chain to access debt and capital markets. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Any violation of anti-bribery or anti-corruption laws and regulations could have a negative impact on us.

We operate in a number of countries around the world. We are subject to the risk that we or, our affiliated entities or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (the “FCPA”), the United Kingdom Bribery Act 2010 (the “UK Bribery Act”), the Bermuda Bribery Act 2016 or other anti-bribery laws to which we may be subject (together, the “ABC Legislation”) and similar laws in other countries. Any violation of the ABC Legislation or other applicable anti-corruption laws could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in certain jurisdictions, and might adversely affect our business, financial condition, results of operations and cash flow. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

If our jack-up rigs are located in countries that are subject to, or targeted by, economic sanctions, export restrictions or other operating restrictions imposed by the United States or other governments, our reputation and the market for our debt and common shares could be adversely affected.

The U.S. and other governments may impose economic sanctions against certain countries, persons and other entities that restrict or prohibit transactions involving such countries, persons and entities. U.S. sanctions in particular are targeted against countries (such as Russia, Venezuela, Iran and others) that are heavily involved in the petroleum and petrochemical industries, which includes drilling activities. In connection with the Russian military actions across Ukraine, the United States, U.K. and the European Union have imposed aggressive sanctions against Russia and certain Russian controlled regions of Ukraine. U.S. and other economic sanctions change frequently, and enforcement of economic sanctions worldwide is increasing. Subject to certain limited exceptions, U.S. law continues to restrict U.S.-owned or -controlled entities from doing business with Iran and Cuba, and various U.S. sanctions have certain other extraterritorial effects that need to be considered by non-U.S. companies. Moreover, any U.S. persons who serve as officers, directors or employees of our subsidiaries would be fully subject to U.S. sanctions. Other governments are more frequently implementing and enforcing sanctions regimes.

From time to time, we may be party to drilling contracts with countries or government-controlled entities that become subject to sanctions and embargoes imposed by the U.S. government and/or identified by the U.S. government as state sponsors of terrorism. Even in cases where the investment would not violate U.S. law, potential investors could view any such contracts negatively, which could adversely affect our reputation and the market for our common shares.

There can be no assurance that we will be in compliance with all applicable economic sanctions and embargo laws and regulations, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Rapid changes in the scope of global sanctions may also make it more difficult for us to remain in compliance. Any violation of applicable economic sanctions could result in civil or criminal penalties, fines, enforcement actions, legal costs, reputational damage or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our common shares or other securities. Additionally, some investors may decide to divest their interest, or not to invest, in our common shares and other securities simply because we may do business with companies that do business in sanctioned countries. Moreover, our drilling contracts may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us, or our jack-up rigs, and those violations could in turn negatively affect our reputation. Investor perception of the value of our common shares and other securities may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

35

---

Changing laws and reporting requirements could have an adverse impact on our business.

We may face greater reporting obligations and compliance requirements as a result of changing laws, regulations and standards such as the UK Modern Slavery Act 2015 and GDPR. We have invested in, and intend to continue to invest in, reasonable resources to address evolving standards and to maintain high standards of corporate governance and disclosure, including our Whistleblowing Policy and Procedures. Non-compliance with such regulations could result in governmental or other regulatory claims or significant fines that could have an adverse effect on our business, financial condition, results of operations, cash flow, and ability to make distributions.

RISK FACTORS RELATED TO OUR COMMON SHARES

The price of our common shares has fluctuated widely, and you could lose all or part of your investment.

The market price of our common shares has fluctuated widely and may continue to do so as a result of many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, and economic trends. The following is a non-exhaustive list of factors that could affect our share price:

•our operating and financial performance;

•quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;

•the public reaction to our press releases, our other public announcements and our filings with the SEC;

•strategic actions by our competitors;

•our failure to meet revenue or earnings estimates by research analysts or other investors;

•changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

•speculation in the press or investment community;

•the failure of research analysts to cover our common shares;

•sales of our common shares by us or shareholders, or the perception that such sales may occur;

•changes in accounting principles, policies, guidance, interpretations or standards;

•additions or departures of key management personnel;

•actions by our shareholders;

•general market conditions, including fluctuations in oil and gas prices;

•economic, legal and regulatory factors unrelated to our performance; and

•the realization of any risks described in this section “Item 3.D. Risk Factors.”

In addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common shares.

36

---

We are permitted to follow certain home country practices in relation to our corporate governance instead of certain NYSE rules, which may afford you less protection.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to our corporate governance matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.

As an issuer whose shares are listed on the NYSE, we are subject to corporate governance listing standards of the NYSE. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in Bermuda, which is our home country, may differ significantly from NYSE corporate governance listing standards. We follow certain home country practices instead of the relevant NYSE rules. See the section entitled “Item 16.G. Corporate Governance.” Therefore, our shareholders may be afforded less protection than they otherwise would have under NYSE corporate governance listing standards applicable to U.S. domestic issuers.

Future sales of our equity securities in the public market, or the perception that such sales may occur, could reduce our share price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

In light of current market conditions, and the trading price of our common shares, any issuance of new equity securities could be at prices that are significantly lower than the purchase price of such common shares by other investors, thereby resulting in dilution of our existing shareholders.

We have 244,926,821 common shares outstanding, and the Related Parties (as defined below) collectively owned 19,400,286 of our common shares or approximately 7.9% of our total outstanding common shares. Such common shares, as well as common shares held by our employees and others are eligible for sale in the U.S. under Rule 144 under the Securities Act. In addition, our two largest shareholders Granular Capital Ltd and Capital International Investors, in the aggregate, hold 27.6% of our outstanding common shares.

Future issuances by us and sales of common shares by significant shareholders may have a negative impact on the market price of our common shares. In particular, sales of substantial amounts of our common shares (including common shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common shares.

We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Our shareholders include Drew and affiliates thereof, including Magni Partners (collectively, the “Related Parties”). We maintain commercial relationships with our Related Parties, including advisory arrangements that are currently in place and under which services continue to be provided to us. Certain of our Related Parties have, in the past, provided foundational loans to us.

The chairman of our Board, Mr. Tor Olav Trøim, also serves as a director of one of our Related Parties. This position may lead to potential conflicts of interest with his duties as one of our directors regarding business dealings and other matters between each of the Related Parties and us. Our Directors owe fiduciary duties to both us and each respective Related Party and may have conflicts of interest. The resolution of these conflicts may not always be in our or our shareholders’ best interests.

Please see the section entitled “Item 7.B. Related Party Transactions” for more information, including information on the commercial arrangements between us and the Related Parties.

If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our common shares could decline.

The trading market for our common shares may depend in part on the research reports that securities or industry analysts publish about us or our business. We may never obtain significant research coverage by securities and industry analysts. If limited securities or industry analysts continue coverage of us, the trading price for our common shares and other securities would be negatively affected. In the event we obtain significant securities or industry analyst coverage, and one or more of the analysts who covers us downgrades our securities, the price of our common shares would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our common shares could decrease, which could cause the price of our common shares and other securities and their trading volume to decline.

37

---

We cannot guarantee we will pay dividends/cash distributions in any specified amounts or particular frequency or at all.

Under out Bye-Laws, any dividends/cash distributions declared will be in the sole discretion of our Board and will depend upon earnings, market prospects, current capital expenditure programs and investment opportunities, although the payment of certain dividends is restricted by the covenants in certain of our existing bonds and loans. Under Bermuda law, we may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (a) we are, or would after the payment be, unable to pay our liabilities as they become due or (b) the realizable value of our assets would thereby be less than our liabilities. In addition, since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends/cash distributions will depend on our subsidiaries distributing to us their earnings and cash flow and liquidity.

Our Board declared a cash distribution of $0.10 per share for the first and second quarters of 2024 respectively and a cash distribution of $0.02 per share for the third and fourth quarter of 2024. Any future declaration, amount and payment of dividends/cash distributions will be at our sole discretion and depend upon factors, such as our results of operations, financial condition, earnings, capital requirements, restrictions in our debt instruments (including the indenture for our Notes, which restricts dividends) and legal requirements. Although we currently intend to pay regular quarterly dividends/cash distributions, we cannot provide any assurances that any such regular dividends/cash distributions will be paid in any specified amount or at any particular frequency, or at all. Additionally, a reduction in the amount of dividends/cash distributions payments or non-payment of dividends/cash distributions may result in a decline in the price of our common shares.

Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.

We are incorporated under the laws of Bermuda, and substantially all of our assets are located outside of the U.S. In addition, most of our Directors and Officers generally are or will be nonresidents of the U.S., and all or a substantial portion of the assets of these nonresidents are located outside the U.S. As a result, it may be difficult or impossible for you to effect service of process on these individuals in the U.S. or to enforce in the U.S. judgments obtained in U.S. courts against us or our Directors and Officers based on the civil liability provisions of applicable U.S. securities laws.

You should not assume that courts in the countries in which we are incorporated or where our assets are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. securities laws or (2) would enforce, in original actions, liabilities against us based on those laws.

If we are a “passive foreign investment company” for U.S. federal income tax purposes for any taxable year, U.S. Holders of our common shares may be subject to adverse tax consequences.

A non-U.S. corporation, such as the Company, will be treated as a “passive foreign investment company”, or “PFIC”, for U.S. federal income tax purposes for a taxable year if either (1) at least 75% of its gross income for such taxable year consists of certain types of “passive income” or (2) at least 50% of the value of the corporation’s assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. For purposes of these tests, “passive income” includes dividends, interest, net gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business but does not generally include income derived from the performance of services. In addition, a non-U.S. corporation is treated as holding directly and receiving directly its proportionate share of the assets and income of any other corporation in which it directly or indirectly owns at least 25% (by value) of such corporation’s stock.

Based on the composition of our income and assets, we believe we were not a PFIC for the taxable year ended December 31, 2024 and we do not anticipate being a PFIC for the current taxable year or foreseeable future taxable years. There can be no assurance, however, that we were not a PFIC for the taxable year ended December 31, 2024 or that we will not be a PFIC for the current taxable year or foreseeable future taxable years. The application of the PFIC rules is subject to uncertainty in several respects, and we must make a separate determination after the close of each taxable year as to whether we were a PFIC for such year. Moreover, we believe that any income we receive from offshore drilling service contracts should not be treated as passive income under the PFIC rules and that the assets we own and utilize to generate this income should not be treated as passive assets. Because there are uncertainties in the application of the relevant rules, however, it is possible that the U.S. Internal Revenue Service may challenge our classification of such income or assets as non-passive, which could cause us to become classified as a PFIC for the current or subsequent taxable years.

38

---

If we were treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E. Taxation—U.S. Federal Income Tax Considerations—General”) held a common share, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10.E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” for a more comprehensive discussion.

Potential Adverse Impacts of Delisting from the Oslo Stock Exchange and Maintaining a Sole Listing on the NYSE.

The Company filed a delisting application with the OSE on October 2, 2024 which was approved by the OSE on November 1, 2024. The Company completed the delisting of its shares from the OSE on December 30, 2024 and now maintains a sole listing on the NYSE. While this decision is intended to streamline our listing structure and align with the geographic distribution of our investor base, it may expose us to certain risks and adverse consequences, including the following:

•delisting from the OSE may result in a reduction in the overall liquidity of our shares, as investors who primarily or exclusively trade on the OSE may be unable or unwilling to transition to trading on the NYSE. Non-U.S. investors, particularly those in Europe who previously relied on the OSE, may find it less convenient or less attractive to invest in our shares. European institutional investors may also face internal or regulatory barriers to investing in an exclusively U.S. listed company. This could reduce our investor base and demand for our stock, which could reduce the trading volume and market price for our shares, and potentially increase price volatility for our shares;

•any reduction in our investor base or market price of our shares as a result of the delisting from the OSE could negatively impact our ability to raise equity financing;

•with a sole listing on the NYSE, the trading of our shares are concentrated in one market, which may expose us to risks related to the market-specific regulatory framework, trading hours, and investor preferences in the U.S. Additionally, events affecting U.S. markets or the NYSE specifically could have a disproportionately large impact on the trading of our shares;

•the delisting could be perceived negatively by certain stakeholders or investors, potentially leading to adverse effects on our share price or valuation. Stakeholders may interpret the delisting as a shift away from our historical European investor base or as a signal of declining commitment to the Norwegian or broader European markets; and

•following the delisting, our shares will primarily trade in U.S. dollars on the NYSE. Investors previously trading in Norwegian Kroner or Euros may be exposed to additional foreign exchange risk, which could deter participation in our shares.

ITEM 4. INFORMATION ON THE COMPANY

A.HISTORY AND DEVELOPMENT OF THE COMPANY

Borr Drilling Limited was incorporated in Bermuda on August 8, 2016, pursuant to the Companies Act 1981 of Bermuda (the “Companies Act”), as an exempted company limited by shares. On December 19, 2016, our shares were introduced to the Norwegian OTC market and on August 30, 2017, our shares were listed on the Oslo Stock Exchange under the symbol “BDRILL” which was subsequently changed to "BORR" on November 30, 2020. On July 31, 2019, our shares were listed on the New York Stock Exchange under the symbol “BORR.”

On December 30, 2024, we delisted from the Oslo Stock Exchange and as such, we currently maintain a listing only on the New York Stock Exchange.

Our current agents for service of process in the U.S. are Puglisi & Associates and Borr Finance LLC.

Our principal executive offices are located at S. E. Pearman Building, 2nd Floor, 9 Par-la-Ville Road, Hamilton HM11, Bermuda and our telephone number is +1 (441) 542-9234.

For further information on important events in the development of our business, please see the section entitled “Item 4.B. Business Overview—Our Business.” For further information on our principal capital expenditures and divestitures, including the distribution of these investments geographically and the method of financing, please see the section entitled “Item 5.B. Liquidity and Capital Resources.” We have not been the subject of any public takeover offers by any third party.

The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Our internet address is http://

39

---

www.borrdrilling.com. The information contained on our website is not incorporated by reference and does not form part of this annual report.

B.BUSINESS OVERVIEW

We are an offshore shallow-water drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership, contracting and operation of jack-up rigs for operations in shallow-water areas (i.e., in water depths up to approximately 400 feet), including the provision of related equipment and work crews to conduct oil and gas drilling and workover operations for exploration and production customers. We currently own 24 premium jack-up rigs all of which were delivered from the yard in 2000 or later, of which two were delivered in 2024.

We are one of the largest international operators of drilling rigs within the jack-up segment and the shallow-water market is our operational focus. Jack-up rigs can, in principle, be used to drill (i) exploration wells, i.e. explore for new sources of oil and gas or (ii) new production wells in an area where oil and gas is already produced; the latter activity is referred to as development drilling and constitutes the vast majority of current activity. Shallow-water oil and gas production is generally a lower-cost production, in terms of cost per barrel of oil, as compared to other offshore production. As a result, and due to the shorter period from investment decision to cash flow, E&P Companies have an incentive to invest in shallow-water developments over other offshore production categories.

We contract our jack-up rigs primarily on a dayrate basis to drill wells for our customers, including integrated oil companies, state-owned national oil companies and independent oil and gas companies. During 2024, our top five customers in terms of revenue were Saudi Arabian Oil Company, ENI S.p.A, PTT Exploration and Production Public Company Limited, Irish Energy Drilling Assets and Fieldwood Energy. A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells, or covering a stated term. Our Total Contract Backlog (excluding backlog from joint venture operations) was $1,382.8 million as of December 31, 2024 and $1,206.5 million as of December 31, 2023. We currently operate in significant oil-producing geographies throughout the world, including the Middle East, the North Sea, Latin America, West Africa and South East Asia. We continue to operate our business with a competitive cost base, driven by a strong and experienced organizational culture, commitment to safety and an actively managed capital structure.

The following chart illustrates the development in our fleet since inception:

			2024			2023			2022			2021			2020			2019			2018			2017
Total fleet as of January 1,			22			22			23			24			28			27			13			—
Jack-up rigs acquired (1)			—			—			—			—			—			1			23			12
Newbuild jack-up rigs delivered from shipyards			2			—			—			—			2			2			9			1
Jack-up rigs disposed			—			—			(1)			(1)			(6)			(2)			(18)			—
Total fleet as of December 31,			24			22			22			23			24			28			27			13
Newbuild jack-up rigs not yet delivered as of December 31, (2)			—			2			5			5			5			7			9			13
Total fleet as of December 31,			24			24			27			28			29			35			36			26

(1) Includes the acquisition of one semi-submersible rig in 2018 which was subsequently sold in 2020.

(2) During the year ended December 31, 2022, the Company agreed to sell three newbuild rigs which the Company had previously agreed to purchase from Seatrium to an undisclosed third-party.

Our History

Important events in the development of our business include the following.

(i) Acquisition of Hercules Rigs

On December 2, 2016, we agreed to purchase two premium jack-up rigs (the “Hercules Rigs”) from Hercules British Offshore Limited (“Hercules”). The transaction was completed on January 23, 2017 (the “Hercules Acquisition”). The Hercules Rigs,

40

---

“Frigg” (in 2023 renamed "Arabia III") and “Ran,” were acquired for a total price of $130.0 million. Each rig is a premium jack-up rig.

(ii) Acquisition from Transocean

On March 15, 2017, we signed a letter of intent with Transocean Inc. (“Transocean”) for the purchase of certain Transocean subsidiaries owning 10 jack-up rigs and the rights under five newbuilding contracts (the “Transocean Transaction”). On May 31, 2017, we completed the Transocean Transaction for a total price of $1,240.5 million. Since the acquisition closed, four of the rigs under the newbuilding contracts have been delivered, “Saga”, “Skald”, "Vale" (in 2024 renamed "Vali") and "Var" and one rig under newbuilding contract "Tivar" was sold in the fourth quarter of 2022. Of the rigs initially delivered at closing, four were standard jack-up rigs and six were premium jack-up rigs. Since the closing of the Transocean Transaction, we have divested all of the four standard jack-up rigs and two cold stacked premium jack-up rigs, as there was no economic incentive to reactivate these rigs.

(iii) Acquisition from PPL

On October 6, 2017, we entered into a master agreement with PPL for six premium jack-up drilling rigs and three premium jack-up drilling rigs under construction at its yard in Singapore (together, the “PPL Rigs”). The consideration in the transaction with PPL (the “PPL Acquisition”) was $1,300 million, of which $55.8 million was paid per rig on October 31, 2017, and we entered into loans for delivery financing for a portion of the purchase price equal to $87.0 million per rig from PPL. All of the PPL Rigs have been delivered and one rig, "Gyme", was sold in 2022.

(iv) Acquisition of Paragon

On March 29, 2018, we concluded the Paragon Transaction, subsequently acquiring the majority of the remaining shares in July 2018. At the closing of the Paragon Transaction, Paragon owned two premium jack-up rigs, 20 standard jack-up rigs (built before 2000) and one semi-submersible (built in 1979) (the “Paragon Rigs”). As part of the acquisition, Paragon became a subsidiary of Borr Drilling. Subsequent to the acquisition, we divested all standard jack-up rigs and the one semi-submersible rig in the Paragon Transaction as there was no economic incentive to reactivate these rigs.

(v) Acquisition from Seatrium

On May 16, 2018, we entered into an agreement with Seatrium to acquire five premium jack-up rigs under construction from Seatrium (the “Seatrium Acquisition”). The purchase price for the Seatrium Rigs was $742.5 million. We took delivery of the newbuild jack-up rigs “Heimdal”, "Hermod" (in 2022 renamed "Arabia I" and "Arabia II"), and “Hild” in October 2019, January 2020 and April 2020, respectively. We were due to take delivery of the remaining two newbuild jack-up rigs "Huldra" and "Heidrun" under the agreement in 2020, however, the delivery of these rigs was initially deferred to 2022 and subsequently to 2023. In the fourth quarter of 2022, we sold "Huldra" and "Heidrun" to a third party, and in 2023 the rigs were delivered to the buyer.

(vi) Acquisition of Seatrium’s Hull B378

In March 2019, we entered into an assignment agreement with BOTL Lease Co. Ltd. for the assignment of the rights and obligations under a construction contract to take delivery of one KFELS Super B Bigfoot premium jack-up rig identified as Seatrium’s Hull No. B378 from Seatrium for a purchase price of $122.1 million. The construction contract was, at the same time, novated to our subsidiary, Borr Jack-Up XXXII Inc., and amended. We took delivery of the jack-up rig on May 9, 2019 and the rig was subsequently renamed “Thor.”

Divestments

From time to time we consider opportunities to sell our jack-up rigs. Set forth below is an overview of the rig divestments since the beginning of 2022.

In September 2022, we entered into an agreement with a third party to sell the three rigs under construction "Tivar", "Heidrun" and "Huldra" for total consideration of $320.0 million. The Company and Seatrium agreed to novate the rights and obligations under the newbuilding contracts for the three rigs from the Company to the buyer, thereby releasing the Company from all obligations under these contracts. The "Tivar" was delivered to the buyer in November 2022, and the "Huldra" and "Heidrun" were delivered to the buyer in July 2023 and October 2023, respectively.

41

---

In November 2022, we sold the "Gyme" for a price of $120.0 million, pursuant to an undertaking by the Company under its most recent refinancing with PPL completed in October 2022.

OUR BUSINESS

Our Competitive Strengths

We believe that our competitive strengths include the following:

One of the largest jack-up drilling rig contractors with one of the youngest fleets

We have one of the youngest and largest fleets in the jack-up drilling market. All of our rigs were built in or after 2011 and, as of December 31, 2024, the average age of our premium fleet was 7.4 years (implying an average building year of 2017), which we believe is among the lowest average fleet age in the industry. New and modern rigs that offer technically capable, operationally flexible, safe and reliable contracting are increasingly preferred by customers. We compete for and secure new drilling contracts from new tenders as well as privately negotiated transactions. We believe, based on our young fleet and growing operational track record, that we are better placed to secure new drilling contracts as offshore drilling demand rises, than our competitors who operate older, less modern fleets.

Largely uniform and modern fleet

As our fleet is one of the youngest and largest jack-up drilling fleets, and the operating capability of our jack-up rigs is largely uniform, we have the capacity to bid for multiple contracts simultaneously, including those requiring active employment of multiple rigs over the same period. We have acquired a fleet of premium jack-up rigs from shipyards with a reputation for quality and reliability. Moreover, the uniformity of the jack-up rigs in our fleet, enables us to achieve operational and administrative efficiencies.

Commitment to safety and the environment

We are focused on continuing to develop a strong quality, health, safety and environment ("QHSE"), culture and performance history. We believe that the combination of quality jack-up rigs and experienced and skilled employees contributes to the safety and effectiveness of our operations. Our commitment to strong QHSE culture and performance is reflected in our Technical Utilization rate, excluding our joint venture operations, of 98.9% in 2024 (98.3% in 2023), and our excellent safety record over the same period. We believe our focus on providing safe and efficient drilling services will enhance our growth prospects as we work towards becoming one of the preferred providers in the industry.

Strong and diverse customer relationships

We have strong relationships with our customers rooted in our employees’ expertise, reputation and history in the offshore drilling industry, as well as our growing operational track record and the quality of our fleet. Our customers are oil and gas E&P Companies, including integrated oil companies, state-owned national oil companies and independent oil and gas companies. For the year ended December 31, 2024, our five largest customers in terms of revenue were Saudi Arabian Oil Company, ENI S.p.A, PTT Exploration and Production Public Company Limited, Irish Energy Drilling Assets and Fieldwood Energy. We believe that we are responsive and flexible in addressing our customers’ specific needs and seek collaborative solutions to achieve customer objectives. We focus on strong operational performance and close alignment with our customers’ interests, which we believe provides us with a competitive advantage and will contribute to contracting success and rig utilization.

Management team and Board members with extensive experience in the drilling industry

Our management team and Board of Directors have extensive experience in the oil and gas industry in general and in the drilling industry in particular. In addition, members of our management team have extensive experience with drilling companies and companies in the oil and gas industry operating in the jack-up drilling market. Members of our management team and Board of Directors have held leadership positions at prominent offshore drilling and oilfield services companies, including Schlumberger Limited, Marine Drilling Companies, Inc., Seadrill Limited, Noble Corporation, Valaris Limited and North Atlantic Drilling Ltd and have experience which complements one another and have assisted, and continue to assist, in our ongoing development.

Our Business Strategies

42

---

We intend to continue to strive to meet our primary business objective of continuing to be a preferred operator to our customers in the jack-up drilling market while also maximizing the return to our shareholders. To achieve this, our strategies include the following:

Deploy high-quality rigs to service the industry

We have one of the leading jack-up rig fleets in the industry. We believe that shallow-water drilling, as performed by our jack-up rigs, has a shorter lifecycle between exploration and first oil and lower capital expenditure than other forms of drilling performed by mobile offshore drilling units, such as drillships. We believe this makes shallow-water drilling more attractive than deep-water projects in the current economic and industry climates, and we have established a substantial footprint in the industry. Between April 1, 2018, and December 31, 2024, (excluding backlog from joint venture) we signed 90 contracts (76 as at December 31, 2023) for drilling services with an aggregate value of approximately $3,108.7 million ($2,445.7 million as at December 31, 2023), including 44 (39 as at December 31, 2023) with new customers. During this period, we also signed fourteen extensions and have had 46 options exercised. As of March 17, 2025, 21 of our rigs are under contract or committed for future contracts and three are warm stacked. Our Economic Utilization, which reflects the proportion of the potential full contractual dayrate that each contracted jack-up rig actually earned each day, excluding joint venture operations, for the year ended December 31, 2024 was 97.7% (97.9% in 2023).

Be a preferred provider in the industry

We have established strong and long-term relationships with key participants and customers in the offshore drilling industry, and we seek to deepen and strengthen these relationships as part of our strategy. This involves identifying value add services for our customers. Based on our premium, young and largely uniform fleet, our experienced team and a solid industry network, we believe that we are well-positioned to continue to capitalize on improving trends as we seek to continue to establish ourselves as a preferred provider to these customers.

Establish high-quality, cost-efficient operations

We are continuing to establish ourselves as a leading offshore shallow-water drilling company by operating with a competitive cost base while continuing to grow our reputation as a high-quality contractor. Our key objective is to deliver the best operations possible— both in terms of Technical Utilization and QHSE culture and performance while maximizing deployment of our rigs and maintaining a competitive cost structure.

To facilitate our strategy, we have one of the most modern and uniform fleets in the industry, with experienced and skilled individuals across the organization and on our Board. We believe we have an advantage with regard to operating expenditures as a result of our largely standardized fleet.

Our Fleet

We believe that we have one of the most modern jack-up fleets in the offshore drilling industry. Our drilling fleet currently consists of 24 rigs, of which all are premium jack-up rigs. We define premium jack-up rigs as rigs built in 2000 or later and which are suitable for operations in water depths up to 400 feet with an independent leg cantilever design. All but one of our rigs were built after 2013 and as of December 31, 2024, the average age of our fleet was 7.4 years.

Jack-up rigs are mobile, self-elevating drilling platforms equipped with legs that are lowered to the seabed. A jack-up rig is towed to the drill site with its hull riding in the water and its legs raised. At the drill site, the jack-up rigs' legs are lowered until they penetrate the seabed. Its hull is then elevated (jacked-up) until it is above the surface of the water. After the completion of drilling operations at a drill site, the hull is lowered until it rests on the water and the legs are raised at which point the rig can then be relocated to another drill site. Jack-up rigs typically operate in shallow water, generally in water depths of less than 400 feet and with crews of 90 to 150 people. We believe that our modern fleet allows us to enjoy better utilization and higher daily rates for our jack-up rigs than competitors with older rigs.

Each rig in our fleet is certified by the American Bureau of Shipping ("ABS"), enabling universal recognition of our equipment as qualified for international operations. The key characteristics of our rigs owned but not under contract which may yield differences in their marketability or readiness for use include age of the rig, geographic location, technical specifications and whether such rigs are warm stacked or cold stacked.

43

---

The following table sets forth additional information regarding our consolidated jack-up rig fleet as of March 17, 2025:

PREMIUM JACK-UP RIGS

Rig Name

Rig Design

Rig Water Depth (ft)

Year Built

Customer/Status

Contract Start

Contract End

Location

Comments

Arabia I(1)

KFELS B Class

400 ft

2020

Petrobras(2)

Mar 2025

Mar 2029

Brazil

Committed with option to extend

Arabia II(3)

KFELS B Class

400 ft

2019

Dec 2024

Bahrain

Warm stacked

Arabia III(4)

KFELS Super A Class

400 ft

2013

Saudi Arabian Oil Company

Sept 2023

Sept 2028

Saudi Arabia

Operating with option to extend

Galar

PPL Pacific Class 400

400 ft

2017

PEMEX(5)

Apr 2024

Dec 2025

Mexico

Contracted (temporary suspension)

Gerd

PPL Pacific Class 400

400 ft

2018

ENI

Dec 2024

May 2025

Congo

Operating

Undisclosed

Jun 2025

Sept 2025

West Africa

LOA

Gersemi

PPL Pacific Class 400

400 ft

2018

PEMEX(5)

Jan 2024

Dec 2025

Mexico

Contracted (temporary suspension)

Grid

PPL Pacific Class 400

400 ft

2018

PEMEX(5)

Jan 2024

Dec 2025

Mexico

Contracted (temporary suspension)

Groa

PPL Pacific Class 400

400 ft

2018

Qatar Energy

Apr 2022

Apr 2026

Qatar

Operating

Gunnlod

PPL Pacific Class 400

400 ft

2018

Exxon Mobil

Nov 2024

June 2025

Malaysia

Operating

Hild

KFELS Super B Class

400 ft

2020

Fieldwood Energy

Oct 2023

Mar 2026

Mexico

Operating with option to extend

Idun

KFELS Super B Bigfoot Class

350 ft

2013

PTTEP

Feb 2024

Feb 2026

Thailand

Operating

Mist

KFELS Super B Bigfoot Class

350 ft

2013

Valeura Energy

Dec 2023

Aug 2026

Thailand

Operating with option to extend

Natt

PPL Pacific Class 400

400 ft

2018

ENI

Aug 2024

Dec 2025

Congo

Operating

Njord

PPL Pacific Class 400

400 ft

2019

PEMEX(5)

Apr 2024

Dec 2025

Mexico

Operating

Norve

PPL Pacific Class 400

400 ft

2011

BW Energy

Dec 2022

Feb 2025

Gabon

Operating

Marathon Oil

Mar 2025

June 2025

Equatorial Guinea

Committed

Vaalco Energy

July 2025

April 2026

Gabon

Committed with option to extend

44

---

PREMIUM JACK-UP RIGS

Odin

KFELS Super B Bigfoot Class

350 ft

2013

PEMEX(5)

April 2024

Dec 2025

Mexico

Operating

Skald

KFELS Super B Bigfoot Class

400 ft

2018

PTT Exploration and Production Public Company Limited ("PTTEP")

July 2024

Sept 2025

Thailand

Operating with option to extend

Prospector 1 (6)

F&G, JU2000E

400 ft

2013

Undisclosed

Dec 2024

Mar 2025

Netherlands

Operating

One Dyas

Apr 2025

July 2025

UK/Netherlands

Committed with option to extend

Prospector 5 (6)

F&G, JU2000E

400 ft

2014

ENI

Apr 2024

May 2026

Congo

Operating

Ran (6)

KFELS Super A Class

400 ft

2013

February 2025

Mexico

Warm stacked

Saga

KFELS Super B Bigfoot Class

400 ft

2018

Brunei Shell Petroleum

Nov 2022

Nov 2026

Brunei

Operating with option to extend

Thor

KFELS Super B Bigfoot Class

400 ft

2019

Nov 2024

April 2025

Singapore

Warm stacked

Undisclosed

May 2025

June 2025

South East Asia

Committed

Vali(7)

KFELS Super B Bigfoot Class

400 ft

2024

Mellitah Oil and Gas

Mar 2025

July 2026

Malta/Libya

Committed with option to extend

Var

KFELS Super B Bigfoot Class

400 ft

2024

Jan 2025

Singapore

Commissioning

(1) Rig previously known as 'Heimdal'

(2) Rig provided through a charter arrangement, with the ultimate customer being Petrobras

(3) Rig previously known as 'Hermod'

(4) Rig previously known as 'Frigg''

(5) Rigs provided through Bareboat Charter arrangements, with the ultimate customer being PEMEX. Additional services are provided via Drilling, Operation and Management agreements by Borr Drilling or our joint venture Perfomex, with the ultimate customer being PEMEX.

(6) HD/HE Capability

(7) Rig previously known as 'Vale''

45

---

Customer and Contract Backlog

Our customers are oil and gas exploration and production companies, including integrated oil companies, state-owned national oil companies and independent oil and gas companies. For the year ended December 31, 2024, our largest customers in terms of revenue were Saudi Arabian Oil Company, ENI S.p.A, PTT Exploration and Production Public Company Limited, Irish Energy Drilling Assets and Fieldwood Energy . Our jack-up rigs are contracted to customers for periods between a couple of months, to several years.

As of December 31, 2024, we had 22 operating or committed jack-up rigs in total, including six in South East Asia, two in the Middle East, four in West Africa, eight in Latin America, and two in Europe. The Technical Utilization and Economic Utilization for our drilling fleet was 98.9% and 97.7%, respectively, during 2024.

During the year ended December 31, 2024, we entered into a number of new contracts, letters of award and options exercises, increasing our total contract backlog, excluding the backlog of our joint venture operations in Mexico, to $1,382.8 million as at December 31, 2024, an increase from $1,206.5 million as at December 31, 2023. In addition, backlog as of December 31, 2024 captures the impact of contract terminations for Arabia I and Arabia II, which resulted in the reduction of $111.5 million in contract backlog at the point of contract termination. Amounts of actual revenues earned and the periods for which revenues are earned may be different from those implied by the Total Contract Backlog due to several factors, including shipyard and maintenance projects, downtime or standby time, and various other factors which may result in lower revenues than implied by our total contract backlog. For example, downtime, caused by unscheduled repairs, maintenance, weather and other operating factors, may result in lower applicable daily rates than the full contractual operating daily rate.

Contractual Terms

Our drilling contracts are individually negotiated and vary in their terms and provisions. We obtain most of our drilling contracts through competitive bidding against other contractors and direct negotiations with operators.

Our drilling contracts provide for payment on a dayrate basis, with higher rates for periods while the jack-up rig is operating. A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term. We currently only have dayrate contracts for which the customer bears substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, dayrate contracts may provide for a lump sum amount or dayrate for mobilizing or demobilizing the rig to and from the operating location, which is usually lower than the contractual dayrate for uptime services, and a reduced dayrate when drilling operations are interrupted or restricted by equipment breakdowns, adverse weather conditions or other conditions beyond our control.

Certain of our drilling contracts contain terms which allow them to be terminated at the option of the customer, in most cases upon payment of an early termination fee or compensation for costs incurred up to termination. Any such payments, however, may not fully compensate us for the loss of the contract. Contracts also customarily provide for either automatic termination or termination at the option of the customer, typically without any termination payment, in certain circumstances such as non-performance, in the event of extended downtime or impaired performance caused by equipment or operational issues or periods of extended downtime due to other conditions beyond our control, of which there are many. A number of our customers have contractual rights to terminate their contracts with us if performance is prevented for a prolonged period due to force majeure events. We may also be affected by force majeure provisions in contracts between our customers or suppliers and third parties. We may also face contract suspension due to prevailing market conditions.

The contract term in some instances may be extended by the customer exercising options for the drilling of additional wells or for an additional term. Our contracts also typically include a provision that allows the customer to extend the contract to finish drilling a well-in-progress. During periods of depressed market conditions, our customers may seek to renegotiate firm drilling contracts to reduce the term of their obligations or the average dayrate through term extensions, or may seek to suspend, terminate or repudiate their contracts. If our customers cancel some of our contracts and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our business, financial condition and results of operations. See "Item 5. Operating and Financial Review and Prospects—Material Factors Affecting Results of Operations and Future Results" for more information.

Consistent with standard industry practice, our customers generally assume, and indemnify us against, well control and subsurface risks under dayrate drilling contracts. Under all of our current drilling contracts, our customers, as the operators, indemnify us for

46

---

pollution damages in connection with reservoir fluids stemming from operations under the contract and we indemnify the operator for pollution from substances in our control that originate from the rig, such as diesel used onboard the rig or other fluids stored onboard the rig and above the water surface. In addition, under all of our current drilling contracts, the operator indemnifies us against damage to the well or reservoir and loss of subsurface oil and gas and the cost of bringing the well under control. However, our drilling contracts are individually negotiated, and the degree of indemnification we receive from the operator against the liabilities discussed above can vary from contract to contract, based on market conditions and customer requirements existing when the contract is negotiated. In some instances, we have contractually agreed upon certain limits to our indemnification rights and can be responsible for damages up to a specified maximum dollar amount. The nature of our liability and the prevailing market conditions, among other factors, can influence such contractual terms. In most instances in which we are indemnified for damages to the well, we have the responsibility to redrill the well at a reduced dayrate as the customer’s sole and exclusive remedy if such well damages are due to our negligence. Notwithstanding a contractual indemnity from a customer, there can be no assurance that our customers will be financially able to indemnify us or will otherwise honor their contractual indemnity obligations.

Although our drilling contracts are the result of negotiations with our customers, our drilling contracts may also contain, among other things, the following commercial terms: (i) payment by us of the operating expenses of the drilling rig, including crew labor and incidental rig supply costs; (ii) provisions entitling us to adjustments of dayrates (or revenue escalation payments) in accordance with published indices, changes in law or otherwise; (iii) provisions requiring us to provide a performance guarantee; and (iv) provisions permitting the assignment to a third party with our prior consent, such consent not to be unreasonably withheld.

Joint Venture and Partner Relationships

In some areas of the world, local content requirements or customs and practices, necessitate the formation of joint ventures with local participation. Local laws or customs or customer requirements in some jurisdictions also effectively mandate the establishment of a relationship with a local agent or partner. For more information regarding certain local content requirements that may be applicable to our operations from time to time, please see the section entitled “Item 4.B. Business Overview — Regulation — Environmental and Other Regulations in the Offshore Drilling Industry — Local Content Requirements.” When appropriate in these jurisdictions, we will enter into agency or other contractual arrangements. We may or may not control these joint ventures. We participate in joint venture drilling operations in Mexico and may participate in additional joint venture drilling operations in the future. We may also enter into joint ventures even if not required, where we seek to partner with another party.

Mexico

From 2019 we have held an equity ownership in two Mexico-based joint ventures, Perfomex and Perfomex II. Effective August 4, 2021, we have held a 51% equity ownership interest in both of these joint ventures. These joint ventures previously provided dayrate drilling services under Drilling and Technical Services Agreements ("DTSAs") to Opex Perforadora S.A. de C.V. (“Opex”) and Perforadora Profesional AKAL I, SA de CV (“Akal”), which both provide integrated well services to Petróleos Mexicanos (“Pemex”). Opex and Akal are wholly owned by Operadora Productora y Exploradora Mexicana, S.A. de C.V. (“Operadora”), a fully owned subsidiary of Proyectos Globales de Energia y Servicos CME, S.A. DE C.V. (“CME”). CME owns the remaining 49% interest in these joint ventures.

Effective October 20, 2022, all five jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" were contracted to Perfomex on bareboat charters by the Company, thereby consolidating activities for Perfomex's provision of traditional dayrate drilling and technical services to Opex. Effective from this date, Perfomex II continued to provide technical services to Opex, in addition to rig management services to external parties.

Effective January 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Grid" and "Gersemi" which triggered a termination fee payable by Opex to Perfomex of $14 million, or $7 million per Borr jack-up rig operated by Perfomex. Effective April 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Galar", "Odin" and "Njord" which triggered a further termination fee payable by Opex to Perfomex of $21 million, or $7 million per Borr jack-up rig. The associated bareboat charter agreements between Perfomex and the Company were also terminated. Effective the same dates as the termination dates referenced above, the Company entered into new fixed rate bareboat charter agreements for the jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" with Irish Energy Drilling Assets, DAC ("Irco"). The new bareboat charter agreements remain in effect until December 31, 2025.

In addition, effective January 1, 2024, Perfomex entered into new Drilling, Operation and Management Agreements ("DO&M Agreements") with Perforadora Ircomex, S.A. DE C.V. ("Ircomex") to provide drilling, operations and management services for

47

---

the Borr jack-up rigs "Grid" and "Gersemi", plus third-party owned jack-up rigs "CME I" and "CME II". Effective April 1, 2024, DO&M Agreements were also entered into by Borr Drilling Contracting S. de R.L. de C.V., a wholly owned subsidiary of the Company, with Ircomex, to provide drilling, operations and management services for the Borr jack-up rigs "Galar", "Odin" and "Njord". These DO&M Agreements are based on a cost-plus pricing model and remain in effect until December 31, 2025.

Irco and Ircomex will continue to provide the jack-up rigs "Grid","Gersemi","Galar", "Odin" and "Njord" and accompanying operational services to Opex, to service its integrated well services contract with Pemex.

Our Mexican Joint Ventures may be used to provide drilling services utilizing other rigs owned by our subsidiaries and/or subsidiaries of CME or other external parties. If we enter into further contracts with Pemex to provide drilling services, we may enter into other joint venture structures with CME in order to provide such services.

Geographical Focus

We bid for contracts globally, however our current geographical focus is the Middle East, South East Asia, Europe, Latin America, and West Africa. This is based on our current assessment of potential contracting opportunities, including, pre-tender and tender activity. Several countries within these regions, such as Malaysia, have laws that regulate operations and/or ownership of rigs operating within their jurisdiction, including local content and/or local partner requirements. In order to comply with these regulations, and successfully secure contracts to operate in these regions, we have employed personnel with significant experience in countries within these regions. Adapting to the above-mentioned factors is, and will continue to be, part of our business. See Note 4 - Segments of our Audited Consolidated Financial Statements included herein for the amount of operating revenues earned by each geographical region for the years ended December 31, 2024, 2023 and 2022.

Suppliers

Our material supply needs include labor agencies, insurance brokers, maintenance providers, shipyard access and drilling equipment. Our senior management team has extensive experience in the oil and gas industry in general, and in the offshore drilling industry in particular, and has built an extensive industry network. We believe that our relationships with our key suppliers and service providers is critical as it allows us to benefit from economies of scale in the procurement of goods and services and sub-contracting work.

Competition

The shallow-water offshore contract drilling industry is highly competitive. We compete on a worldwide basis and competition varies by region at any particular time. Our competition ranges from large international companies offering a wide range of drilling and other oilfield services to smaller, locally owned companies. Some of our competitors’ fleets comprise a combination of offshore, onshore, shallow, midwater and deepwater rigs. We seek to differentiate our company from most of our competitors, which have mixed fleets, by exclusively focusing on shallow-water drilling which we believe allows us to optimize our size and scale and achieve operational efficiency.

Drilling contracts are traditionally awarded on a competitive basis, whether through tender or private negotiations. We believe that the principal competitive factors in the markets we serve are pricing, technical capability of service and equipment, condition and age of equipment, rig availability, rig location, safety record, crew quality, operating integrity, reputation, industry standing and customer relations. We have made significant equity investments in our jack-up rigs and have built a fleet consisting of premium jack-up rigs with proven design and quality equipment, acquired at what we believe are attractive prices. We believe that our fleet of high-quality jack-up rigs allows us to competitively bid on industry tenders on the basis of the modern technical capability, condition and age of our jack-up rigs. In addition, we believe our focus on QHSE performance will complement our modern fleet, further allowing us to competitively bid for drilling contracts.

Seasonality

In general, seasonal factors do not have a significant direct effect on our business. However, we have operations in certain parts of the world where weather conditions during parts of the year could adversely impact the operational utilization of the rigs and our ability to relocate rigs between drilling locations, and as such, limit contract opportunities in the short term. Such adverse weather could occur during, among other times, the winter season in the North Sea, hurricane season in the Gulf of Mexico and the monsoon season in South East Asia.

Risk of Loss and Insurance

48

---

Our operations are subject to hazards inherent in the drilling of oil and gas wells, including blowouts, punch through, loss of control of the well, abnormal drilling conditions, mechanical or technological failures, seabed cratering, fires and pollution, which could cause personal injury, suspend drilling operations, or seriously damage or destroy the equipment involved. Offshore drilling contractors such as us are also subject to hazards particular to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Litigation arising from such an event may result in us being named a defendant in lawsuits asserting large claims.

As is customary in the drilling industry, we attempt to mitigate our exposure to some of these risks through indemnification arrangements and insurance policies. We carry insurance coverage for our operations in line with industry practice and our insurance policies provide insurance cover for physical damage to the rigs, loss of income for certain rigs and third-party liability, including:

Physical Damage Insurance: Hull and Machinery Insurance

We purchase hull and machinery insurance for our entire fleet and all of our fleet equipment to cover the risk of physical damage to a rig. The level of coverage for each rig reflects its agreed value when the insurance is placed. We effectively self-insure part of the risk as any claim we make under our insurance will be subject to a deductible. The deductible for each rig is currently $1.0 million per claim.

War Risk Insurance

We maintain war risk insurance for our rigs up to a maximum amount of $225 million per rig depending on the value of the protection and indemnity and hull and machinery insurance policies for each rig and subject to certain coverage limits, deductibles and exclusions. The terms of our war risk policies include a provision whereby underwriters can, upon service of seven days’ prior written notice to the insured, cancel the policies in the event that the insured has or may have breached sanctions. Further, the policies will automatically terminate after the outbreak of war, or war-like conditions, between two or more of China, the United States, the United Kingdom, Russia and France.

Protection and Indemnity Insurance

We purchase protection and indemnity insurance and excess umbrella liability insurance. Our protection and indemnity insurance covers third-party liabilities arising from the operation of our rigs, including personal injury or death (for crew and other third-parties), collisions, damage to fixed and floating objects and statutory liability for oil spills and the release of other forms of pollution, such as bunkers, and wreck removal. The protection and indemnity insurance policies, together with our excess umbrella policy, cover claims up to the maximum of the agreed total claim amount, but not exceeding the maximum of $510 million (for our operational rigs) or $210 million (for our stacked rigs), as applicable, depending on contractual obligations and area of operation. The excess umbrella insurance policy referred to above covers an additional $100 million to $200 million per event, in addition to our protection and indemnity insurance policies, as part of our overall combined maximum insurance coverage. If the aggregate value of a claim against one of our rig-owning subsidiaries under a protection and indemnity insurance policy exceeds the maximum of $210 million or $310 million (for our rigs in Mexico), the excess umbrella insurance policy will cover an additional agreed amount. We are self-insured for costs in excess of the overall combined maximum limit of coverage, or $210 million for stacked rigs and the agreed aggregate limit between $310 million and $510 million for an operational rig, as agreed. If the aggregate value of a claim against one of our subsidiaries under a protection and indemnity insurance policy exceeds $210 million or $310 million, the excess umbrella policy will for rigs that are not laid-up cover an additional sum between $100 million and $200 million as agreed for each rig, but maximum $510 million combined, meaning that we are self-insured for costs in excess of the total combined limit, as agreed. We retain the risk for the deductible of up to $25,000 per claim relating to protection and indemnity insurance or up to $250,000 for claims made in the United States.

We also maintain insurance policies and excess insurance policies against general liability and public liability for onshore statutory and contractual risks, mainly related to employment, tenant, warehouses and other on-shore activities. The insured value under each individual policy is between $1 million and $5 million and is complemented by the excess umbrella policy which provides for an additional aggregate excess limit of $50 million per annum.

Management's determination of the appropriate level of insurance coverage is made on an individual asset basis taking into account several factors, including the age, market value, cash flow value and replacement value of our jack-up rigs, their location and operational status.

49

---

LEGAL PROCEEDINGS

We are from time to time involved in civil litigation, and we anticipate that we will be involved in such litigation matters from time to time in the future. The operating hazards inherent in our business expose us to a wide range of legal claims including claims arising from personal injury; environmental issues; claims from and against contractual counterparties such as customers, suppliers, partners and agents; intellectual property litigation; tax or securities claims and maritime claims, including the possible arrest of our jack-up rigs. Risks associated with litigation include the risk of having to make a payment to satisfy a judgment against us, legal and other costs associated with asserting our claims or defending lawsuits, and the diversion of management’s attention to these matters. Even if successful, we may not be able to recover all of our costs.

REGULATION

We are registered under the laws of Bermuda and our principal executive offices are located in Bermuda. Our operational headquarters are located in London and Dubai and we have business operations in five main regions; Europe, South East Asia, West Africa, the Middle East and Latin America, as well as in various countries where our rigs are operating or stacked. As a result of this organizational structure and the scope of our operations, we are subject to a variety of laws in different countries, including those related to the environment, health and safety, personal privacy and data protection, content restrictions, telecommunications, intellectual property, advertising and marketing, labor, foreign exchange, competition and taxation. These laws and regulations are constantly evolving and may be interpreted, implemented or amended in a manner that could harm our business. It also is likely that if our business grows and evolves and our rigs and services are used in more countries, we will become subject to laws and regulations in additional jurisdictions. This section sets forth the summary of material laws and regulations relevant to our business operations.

Environmental and Other Regulations in the Offshore Drilling Industry

Our operations are subject to numerous QHSE laws and regulations in the form of international treaties and maritime regimes, flag state requirements, national environmental laws and regulations which may include laws or regulations pertaining to climate change, carbon emissions or energy use, navigation and operating permits requirements, local content requirements, and other national, state and local laws and regulations in force in the jurisdictions in which our jack-up rigs operate or are registered, which can significantly affect the ownership and operation of our jack-up rigs. See the section entitled “Item 3.D. Risk Factors — Risk Factors Related to Applicable Laws and Regulations — We are subject to complex environmental laws and regulations that can adversely affect us.”

Class and Flag State Requirements

Each of our rigs is subject to regulatory requirements of its flag state. Flag state requirements reflect international maritime requirements and are in some cases further interpolated by the flag state itself. These include engineering, safety and other requirements related to offshore industries generally. In addition, in order to be permitted to operate, each of our jack-up rigs must be certified by a classification society as being “in-class,” which provides evidence that the jack-up rig was built, and is maintained, in accordance with the rules of the relevant classification society and complies with applicable rules and regulations of the flag state as well as the international conventions to which that country is a party. Maintenance of class certification has a significant cost and although dry docking is not necessary for the five year special periodic survey, underwater inspections are required every thirty months. This is required to verify the integrity of our jack-up rigs and maintain compliance with class requirements. Moreover, we could be required to take a jack-up rig out of service for repairs or modifications. Our jack-up rigs are certified as being “in-class” by ABS and we are subject to the mandatory requirements of the national authorities in the countries in which our jack-up rigs operate. In addition, classification societies are authorized to issue statutory certificates on the basis of delegated authority from the flag states for some of the internationally required certifications, such as the Code for the Construction and Equipment of Mobile Offshore Drilling Units certificate.

International Maritime Regimes

Applicable international maritime regime requirements include, the International Convention for the Prevention of Pollution from Ships ("MARPOL"), the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001 (ratified in 2008), the International Convention for the Safety of Life at Sea of 1974 as amended, the Code for the Construction and Equipment of Mobile Offshore Drilling Units, 2009 and the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, effective as of 2017 (the “BWM Convention”). These conventions have been widely adopted by United Nation member countries, and in some jurisdictions in which we operate, these regulations have been expanded upon. These various conventions regulate air emissions

50

---

and other discharges to the environment from our jack-up rigs worldwide, and we may incur costs to comply with these regimes and continue to comply with these regimes as they may be amended in the future. In addition, these conventions impose liability for certain discharges, including strict liability in some cases.

Annex VI to MARPOL sets limits on sulfur dioxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances. Annex VI applies to all ships and, among other things, imposes a global cap on the sulfur content of fuel oil and allows for specialized areas to be established internationally with even more stringent controls on sulfur emissions. For vessels 400 gross tons and greater, platforms and drilling rigs, Annex VI imposes various survey and certification requirements. Moreover, Annex VI regulations impose progressively stricter limitations on sulfur emissions from ships. Since January 1, 2015, these limitations have required that fuels of vessels in covered ECAs, including the Baltic Sea, North Sea, North America and United States Caribbean Sea ECAs, contain no more than 0.1% sulfur. For non-ECA-areas, a global cap on sulfur content of no more than 0.5% entered into force on January 1, 2020. Annex VI also established new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation.

The BWM Convention required for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with a requirement for mandatory ballast water treatment. The BWM Convention entered into force on September 8, 2017. Under its requirements, for jack-up rigs with a ballast water capacity of more than 5,000 cubic meters that were constructed in 2011 or before, only ballast water treatment will be accepted by the BWM Convention.

Environmental Laws and Regulations

We are subject to laws which govern discharge of materials into the environment or otherwise relate to environmental protection, including complying with regulations on the transit and safe recycling of hazardous materials which are relevant when we retire rigs from the international fleet. In certain circumstances, these laws may impose strict liability, rendering us liable for environmental and natural resource damages without regard to negligence or fault on our part. Implementation of new environmental laws or regulations that may apply to jack-up rigs may subject us to increased costs or limit the operational capabilities of our rigs and could materially and adversely affect our operations and financial condition. Applicable environmental laws and regulations for our current operations include the Basel Convention, the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (when it enters into force) as well as European Union regulations, including the E.U. Directive 2013/30 on the Safety of Offshore Oil and Gas Operations, Regulation (EC) No 1013/2006 on Shipments of Waste and Regulation (E.U.) No 1257/2013 on Ship Recycling. Were we to operate in other regions, such as the US, additional environmental laws and regulations would apply to our operations. We have entered into a contract commencing in 2025 in Brazil and our operations will then become subject to the applicable environmental law and regulations in Brazil.

Safety Requirements

Our operations are subject to special safety regulations relating to drilling and to the oil and gas industry in many of the countries where we operate. Other countries are also undertaking a review of their safety regulations related to our industry. These safety regulations may impact our operations and financial results by adding to the costs of exploring for, developing and producing oil and gas in offshore settings. The rule contains a number of other requirements, including third-party verification and certifications, real-time monitoring of deepwater and certain other activities, and sets criteria for safe drilling margins. If material spill events were to occur in the future, certain countries could elect to again issue directives to temporarily cease drilling activities and, in any event, may from time-to-time issue additional safety and environmental laws and regulations regarding offshore oil and gas exploration and development. The E.U. has also undertaken a significant revision of its safety requirements for offshore oil and gas activity through the issuance of the E.U. Directive 2013/30 on the Safety of Offshore Oil and Gas Operations.

Navigation and Operating Permit Requirements

Numerous governmental agencies issue regulations to implement and enforce the laws of the applicable jurisdiction, which often involve lengthy permitting procedures, impose difficult and costly compliance measures, particularly in ecologically sensitive areas, and subject operators to substantial administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. Some of these laws contain criminal sanctions in addition to civil penalties.

Local Content Requirements

Governments in some countries have become increasingly active in local content requirements on the ownership of drilling companies, local content requirements for equipment utilized in operations within the country and other aspects of the oil and gas

51

---

industries in their countries. These regulations include requirements for participation of local investors in our local operating subsidiaries, including in Mexico. Some foreign governments favor or effectively require (i) the awarding of drilling contracts to local contractors or to drilling rigs owned by their own citizens, (ii) the use of a local agent or (iii) foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. In addition, national oil companies may impose restrictions on the submission of tenders, including eligibility criteria, which effectively require the use of domestically supplied goods and services or a local partner.

Data Protection Laws and Regulations

We are subject to rules and regulations governing protection of personal data including the GDPR, repealing the 1995 European Data Protection Directive (Directive 95/46/EC) and any national laws within the European Economic Area (“EEA”) supplementing the GDPR. Data protection legislation, including the GDPR, regulates the manner in which we may hold, use and communicate personal data of our employees, customers, vendors and other third parties. Data protection is a sector of significant regulatory focus with scrutiny of cybersecurity practices and the collection, storage, use and sharing of personal data increasing around the world. As a consequence, there is uncertainty associated with the legal and regulatory environment relating to privacy, e-privacy and data protection laws, which continue to develop in ways we cannot predict. Changes in applicable data protection and cybersecurity legislation could materially and adversely affect our business.

The companies within our Group which are employers are “data controllers” for the purposes of the GDPR, meaning that, among other obligations, they are required to ensure that personal data collected for instance from our employees is safely stored, that its accuracy is maintained (meaning that inaccurate data is corrected) and that personal data is only stored for as long as necessary further to the purpose for which it was collected. With respect to transfers of our employees’ personal data that is subject to the GDPR, whether externally to third parties or internally within our Group, the GDPR requires that we establish safeguards to ensure that personal data is safely transferred and that the rights of the data subject are respected and upheld.

The companies within our Group which communicate with vendors and other third parties, in connection with contracts or otherwise, may be “data controllers” or “data processors” for the purposes of the GDPR and are required to handle any personal data received from vendors and other third parties in accordance with the provisions of the GDPR.

The GDPR applies primarily to our companies established in the EEA but may also apply to other companies in the Group to the extent that their business involves personal data of persons located within the EEA. Noncompliance with the GDPR can lead to the imposition of government enforcement actions and prosecutions, private litigation (including class actions) and administrative fines, currently up to the greater of €20 million and 4% of our global turnover in the financial year preceding the imposition of the fine, as well as an obligation to compensate the relevant individual(s) for financial or non-financial damages claimed under Article 82 of the GDPR. Any such compromise could also result in damage to our reputation and a loss of confidence in our security and privacy or data protection measures. A breach of the GDPR (or other applicable data protection legislation) could have a material adverse effect on our business, financial condition and results of operations.

Other Laws and Regulations

In addition to the requirements described above, our international operations in the offshore drilling segment are subject to various other international conventions and laws and regulations in countries in which we operate, including laws and regulations relating to the importation of, and operation of, jack-up rigs and equipment, cabotage rules, currency conversions and repatriation, oil and gas exploration and development, taxation of offshore earnings, taxation of the earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors, duties on the importation and exportation of our rigs and other equipment, local community development and social corporate responsibility requirements. There is no assurance that compliance with current laws and regulations or amended or newly adopted laws and regulations can be maintained in the future or that future expenditures required to comply with all such laws and regulations in the future will not be material.

INDUSTRY OVERVIEW

We operate in the global offshore contract drilling industry, which is a part of the international oil industry, and within the global offshore contract drilling industry we operate jack-up rigs in shallow-water. The activity and pricing within the global offshore contract drilling industry is driven by a multitude of demand and supply factors, including expectations regarding oil and gas prices, anticipated oil and gas production levels, worldwide demand for oil and gas, the availability of quality reservoirs, exploration success, availability of qualified drilling rigs and operating personnel, relative production costs, the availability of or lead time required for drilling and production equipment, the stage of reservoir development and political and regulatory environments.

52

---

One fundamental demand driver is the level of investment by E&P Companies and their associated capital expenditures. Historically, the level of upstream capital expenditures has primarily been driven by future expectations regarding the demand and price of oil and natural gas.

Overview of the Global Offshore Contract Drilling Market

The offshore contract drilling industry provides drilling, workover and well construction services to E&P Companies through the use of Mobile Offshore Drilling Units ("MODUs"). Historically, the offshore drilling industry has been highly cyclical. Offshore spending by E&P Companies has fluctuated substantially on an annual basis depending on a variety of factors. See “Item 3.D. Risk Factors—Risk Factors Related to Our Industry.”

The profitability of the offshore contract drilling industry is largely determined by the balance between supply and demand for MODUs. Offshore drilling contractors can mobilize MODUs from one region of the world to another, or reactivate stacked rigs in order to meet demand in various markets.

Offshore drilling contractors typically operate their MODUs under contracts received either by submitting proposals in competition with other contractors or following direct negotiations. The rate of compensation specified in each contract depends on, among other factors, the number of available rigs capable of performing the work, the nature of the operations to be performed, the duration of work, the amount and type of equipment and services provided, the geographic areas involved and other variables. Generally, contracts for drilling services specify a daily rate of compensation and can vary significantly in duration, from weeks to several years. Competitive factors include, among others: price, rig availability, rig operating features, workforce experience, operating efficiency, condition of equipment, safety record, contractor experience in a specific area, reputation and customer relationships.

Periods of high demand are typically followed by a shortage of rigs and consequently higher dayrates which, in turn, makes it advantageous for industry participants to place orders for new rigs. After difficult market conditions in 2020 and 2021, we have seen market recovery which began in 2022. As of March 17, 2025, 21 of our rigs are under contract or committed for future contracts and three are warm stacked.

The Jack-Up Rig Segment

Jack-up rigs can be used to drill (i) exploration wells, i.e. explore for new sources of oil and gas or (ii) new production wells in an area where oil and gas is already produced; the latter activity is referred to as development drilling and constitutes the vast majority of current demand. Shallow-water oil and gas production is generally a low-cost production, in terms of cost per barrel of oil. Shallow-water development offers E&P Companies a shorter period from investment decision to cash flow over other offshore production categories.

The jack-up drilling market is characterized by a highly competitive and fragmented supplier landscape, with market participants ranging from large international companies to small, locally owned companies and rigs owned by National Oil Companies ('"NOCs") (the latter are referred to as owner-operated rigs). The operations of the largest players are generally dispersed around the globe due to the high mobility of most MODUs. Although the cost of moving MODUs from one region to another and/or the availability of rig-moving vessels may cause a short-term imbalance between supply and demand in one region, significant variations between regions do not exist in the long-term due to MODU mobility.

There are several sub-segments within the jack-up drilling segment based on different attributes of the rigs, typically water depth capability, age, hook load capacity, cantilever reach and environmental conditions a rig can operate in. The sub-segment classification varies across market participants, third parties (researchers, consultants etc.), classification societies and others. In this annual report, we have used the following classification of the jack-up sub-segments, which are as follows:

•“modern” or “premium” – rigs delivered in 2000 or later; and

•“standard” – rigs delivered prior to 2000.

In recent years, the jack-up drilling market has experienced a shift in demand towards modern jack-up rigs. In line with this trend, several drilling contractors are renewing their fleets through both newbuildings and rig acquisitions.

53

---

C.ORGANIZATIONAL STRUCTURE

A full list of our management, operating and rig-owning subsidiaries is shown in Exhibit 8.1 to this annual report and the following diagram depicts our simplified organizational and ownership structure. Our subsidiaries depicted below are 100% owned by Borr Drilling Limited either directly or indirectly, unless specifically noted otherwise.

Our subsidiary Borr Mexico Ventures Limited holds a 51% interest in two Mexican entities Perfomex and Perfomex II, and a subsidiary of our local operating partner in Mexico holds the remaining 49% interest.

D.PROPERTY, PLANT AND EQUIPMENT

We do not own any material interest in real estate. Our principal executive office is located in Bermuda and our operational headquarters are located in London and Dubai. Our principal lease is the rental of approximately 16,206 sq ft of office space in Aberdeen, UK, under a ten year lease which began in 2019. In addition we rent office space in Oslo, Stavanger, Singapore, Kuala Lumpur, Kuala Belait, Doha, Bangkok, London, Dubai, Mexico City, Al-Khobar, Pointe Noire and Port Gentil, however we do not consider these as material leases. In addition to office space, we also rent storage, yard facilities and apartments to support our operations in the countries we operate in.

We own a modern fleet of premium jack-up rigs. See “Item 4.B. Business Overview - Our Business - Our Fleet” for a summary of our consolidated fleet of jack-up rigs as of March 17, 2025.

A number of our rig-owning subsidiaries' shares and assets are pledged to secure loan facilities. See "Item 5.B. Liquidity and Capital Resources - Our Existing Indebtedness" for more information.

We are subject to several international, national, and local environmental laws, regulations, treaties and conventions which may affect the utilization of our rigs. In addition, other environmental issues may influence the Company's use of property, plant and equipment. See "Item 3.D. Risk Factors - Risk Factors Related to Applicable Laws and Regulations" and "Item 4.B. Business Overview - Regulation" above.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

54

---

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Audited Consolidated Financial Statements included herein and the related notes thereto included elsewhere in this annual report. The discussion and analysis below contain certain forward-looking statements about our business and operations that are subject to the risks, uncertainties and other factors described in the section entitled “Item 3.D. Risk Factors,” and elsewhere in this annual report. These risks, uncertainties and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. See the section entitled “Special Note Regarding Forward-Looking Statements.”

Overview of Financial Information Presented

We are an offshore shallow-water drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership, contracting and operation of jack-up rigs for operations in shallow-water areas (i.e., in water depths up to approximately 400 feet), including the provision of related equipment and work crews to conduct oil and gas drilling and workover operations for exploration and production customers.

The shallow-water market is our operational focus as it has a shorter lifecycle between exploration and first oil and lower capital expenditure than other forms of drilling performed by mobile offshore drilling units, such as drillships. We contract our jack-up rigs and associated offshore crews, primarily on a dayrate basis, to drill wells for our customers, including integrated oil companies, state-owned national oil companies and independent oil and gas companies. A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term. Our Total Contract Backlog (excluding backlog from joint venture operations) was $1,382.8 million as of December 31, 2024 and $1,206.5 million as of December 31, 2023. We currently operate in significant oil-producing geographies throughout the world, including the North Sea, Latin America, West Africa, the Middle East and South East Asia. We operate our business with a competitive cost base, driven by a strong and experienced organizational culture and a carefully managed capital structure.

From our initial acquisition of rigs in early 2017, we have become one of the world’s largest international offshore jack-up drilling contractors by number of jack-up rigs, with an average fleet age among the lowest in the industry. The summary in “Item 4.B. Business Overview” illustrates the development in our fleet since our inception.

How We Evaluate Our Business

During the years ended December 31, 2024 and 2023, we had one operating segment consisting of operations performed under our dayrate model (which includes rig charters and ancillary services).

We evaluate our business based on a number of operational and financial measures that we believe are useful in assessing our historical and expected future performance throughout the commodity-price cycles that have characterized the offshore drilling industry since our inception. These operational and financial measures include the following:

Operational Measures

Total Contract Backlog

Our Total Contract Backlog includes only firm commitments for contract drilling services represented by definitive agreements.

Total Contract Backlog (in $ millions) is calculated as the maximum contract drilling dayrate revenue that can be earned from a drilling contract based on the contracted operating dayrate. Total Contract Backlog excludes revenue resulting from mobilization and demobilization fees, contract preparation, capital or upgrade reimbursement, recharges, bonuses and other revenue sources and is not adjusted for planned out-of-service periods during the contract period. Total Contract Backlog excludes backlog from joint venture operations.

Total Contract Backlog (in contracted rig years) is calculated as our total number of contracted rig years based on drilling contracts, which illustrates the time it would take one jack-up rig to perform the obligations under all agreements for all rigs consecutively.

55

---

The contract period excludes additional periods that may result from the future exercise of extension options under our contracts, and such extension periods are included only when such options are exercised. The contract operating dayrate may temporarily change due to, among other factors, mobilization, weather or repairs.

Our Total Contract Backlog (excluding backlog from joint venture operations), expressed in U.S. dollars and in number of years, as of December 31, 2024, 2023 and 2022, were as follows:

			As of December 31,
			2024			2023			2022
Total Contract Backlog (in $ millions)(1)			$1,382.8			$1,206.5			$929.8
Total Contract Backlog (in contracted rig years)(1)			26			25			24

(1) The table assumes no exercise of extension options or renegotiations under our current contracts.

Technical Utilization

Technical Utilization is the efficiency with which we perform well operations without stoppage due to mechanical, procedural or other operational events that result in down, or zero, revenue time. Technical Utilization is calculated as the technical utilization of each rig in operation for the period, divided by the number of rigs in operation for the period, with the technical utilization for each rig calculated as the total number of hours during which such rig generated dayrate revenue, divided by the maximum number of hours during which such rig could have generated dayrate revenue, expressed as a percentage measured for the period. Technical Utilization is calculated only with respect to rigs in operation for the relevant period and is not calculated on a fleet-wide basis. Technical Utilization is a measure of efficiency of rigs in operation and is not a measurement of utilization of our fleet overall.

Economic Utilization

Economic Utilization is the dayrate revenue efficiency of our operational rigs and reflects the proportion of the potential full contractual dayrate that each operating jack-up rig actually earns each day. Economic Utilization is affected by reduced rates for standby time, repair time or other planned out-of-service periods. Economic Utilization is calculated as the economic utilization of each rig in operation for the period, divided by the number of rigs in operation for the period, with the economic utilization of each rig calculated as the total revenue, excluding bonuses, as a proportion of the full operating dayrate multiplied by the number of days on contract in the period. Economic Utilization is calculated only with respect to rigs in operation for the relevant period and is not calculated on a fleet-wide basis. Economic Utilization is a measure of efficiency of rigs in operation and is not a measurement of utilization of our fleet overall.

Rig Utilization

Rig Utilization is calculated as the weighted average number of operating rigs divided by the weighted average number of rigs owned for each period.

Total Recordable-Incident Frequency (TRIF)

TRIF is a measure of recordable workplace injuries and illness. TRIF, as defined by the International Association of Drilling Contractors, is derived by multiplying the number of recordable incidents during the twelve-month period by 1,000,000 and dividing the value with the total man hours for that period.

An incident is considered as “recordable incident” if it results in a work related injury/illness treatment that extends beyond First Aid. A recordable incident includes Fatality, Lost Time Incident, Restricted Work Case, or Medical Treatment Case as well as a confirmed diagnosis of a work-related illness by a suitable and licensed healthcare professional. Medical observation and/or diagnostic testing where no medical treatment beyond first aid is given is not considered to be recordable.

Weighted Average Number of Operating Rigs

Weighted Average Number of Operating Rigs describes the number of jack-up rigs operating, which may be compared to our total available jack-up fleet. We define operating rigs as all of our jack-up rigs that are currently operating on firm commitments for contract drilling services, represented by definitive agreements. This excludes our jack-up rigs which are stacked, undergoing

56

---

reactivation programs and newbuild rigs under construction. The Weighted Average Number of Operating Rigs is the aggregate number of revenue days during the period from contract drilling services, divided by the number of days in the applicable period.

Our Technical Utilization and Economic Utilization (both excluding joint venture operations), Rig Utilization, TRIF and Weighted Average Number of Operating Rigs for the years ended December 31, 2024, 2023 and 2022 were as follows:

			Year Ended December 31,
			2024			2023			2022
Technical Utilization (in %)			98.9			98.3			98.9
Economic Utilization (in %)			97.7			97.9			98.1
Rig Utilization (in %)			90.8			92.4			72.3
TRIF (number of incidents)			2.31			0.65			1.68
Weighted Average Number of Operating Rigs			20.1			20.1			15.9

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to disclosing financial results in accordance with U.S. GAAP, this report includes the non-GAAP financial measure, Adjusted EBITDA. We believe that this non-GAAP financial measure provides useful supplemental information about the financial performance of our business, enables comparison of financial results between periods where certain items may vary independent of business performance, and allows for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.

The non-GAAP financial measure should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP. Non-GAAP measures are not uniformly defined by all companies and may not be comparable with similarly titled measures and disclosures used by other companies.

During the year ended December 31, 2024, the Company changed its definition of Adjusted EBITDA to exclude the adjustment for amortization of deferred mobilization and contract preparations costs as well as the adjustment for amortization of deferred mobilization, demobilization and other revenue. We believe that this change enables us to be more closely aligned with the calculation methodology used by many of our industry peers. Adjusted EBITDA for all periods presented has been updated as per the definition below.

Non-GAAP Measure			Closest Equivalent to GAAP Measure			Definition			Rationale for Presentation of this non-GAAP Measure
Adjusted EBITDA			Net income attributable to shareholders of Borr Drilling Limited			Net income adjusted for: depreciation of non-current assets; (loss) / income from equity method investments; total financial expenses, net; and income tax expense.			Increases the comparability of total business performance from period to period and against the performance of other companies by excluding the results of our equity investments and removing the impact of depreciation, financing and tax items.

We believe that Adjusted EBITDA improves the comparability of year-to-year results and is representative of our underlying performance, although Adjusted EBITDA has significant limitations, including not reflecting our cash requirements for capital or deferred costs, rig reactivation costs, newbuild rig activation costs, contractual commitments, taxes, working capital or debt service. Non-GAAP financial measures may not be comparable to similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP.

Significant Events in 2024

Issuance of Additional Senior Secured Notes Due 2028

57

---

In March 2024 and August 2024, the Company issued $200.0 million and $150.0 million principal amount of additional 10% Senior Secured Notes due in 2028, respectively, (together, "the Additional 2028 Notes and the Further Additional 2028 Notes") under the same indenture and with the same terms and conditions as the $1,025.0 million 2028 Notes issued in November 2023.

Issuance of Additional Senior Secured Notes Due 2030

In November 2024, the Company issued $175.0 million principal amount of additional 10.375% Senior Secured Notes due in 2030 ("Additional 2030 Notes" and, together with the existing 2028 Notes and the 2030 Notes, the "Notes") under the same indenture and with the same terms and conditions as the $515.0 million 2030 Notes issued in November 2023.

Amendment to the Super Senior Revolving Credit Facility

In November 2023, the Company entered into a $180.0 million Super Senior Revolving Credit Facility, comprised of a $150.0 million Revolving Credit Facility and a $30.0 million Guarantee Facility. In August 2024, the Company increased the $30.0 million Guarantee Facility to $45.0 million, bringing the total Super Senior Revolving Credit Facility to $195.0 million.

See Note 19 - Debt of our audited Consolidated Financial Statements included herein, for further information on the financing facilities described above.

Delisting from the Oslo Stock Exchange

In October 2024, at a Special General Meeting of the Company, a resolution was passed to approve the delisting of the Company's common shares from the OSE, and to authorize the Board of Directors to take the necessary steps to implement the delisting, including filing an application with the OSE. The Company filed the delisting application with the OSE on October 2, 2024 which was approved by the OSE on November 1, 2024. The last day of trading of the Company's common shares on the OSE was December 30, 2024.

Share Repurchase Program

In December 2023, the Company announced that its Board of Directors approved a share repurchase program for the Company's shares, to be purchased in the open market and limited to a total amount of $100.0 million. The approval does not have a fixed expiration and the repurchase program may be suspended or discontinued at any time. On November 6, 2024 the board authorized the commitment to repurchase $20 million of shares under this plan before December 31, 2024. In November 2024 we acquired 2,466,281 shares on both NYSE and OSE for an aggregate price of $10.0 million and in December 2024, we acquired a further 2,620,505 shares on the NYSE and OSE at an aggregate cost of $9.9 million.

See Note 26 - Stockholders' Equity of our audited Consolidated Financial Statements included herein, for further information.

Cash Distributions

The Company approved and paid cash distributions as follows:

Date of Cash Distribution Declaration			Date of Payment to Shareholder (1)			Cash Distribution per Share ($)
December 22, 2023			January 22, 2024			$0.05
February 22, 2024			March 18, 2024			$0.05
May 22, 2024			June 17, 2024			$0.10
August 14, 2024			September 6, 2024			$0.10
November 6, 2024			December 16, 2024			$0.02
February 19, 2025			March 19, 2025			$0.02

(1) Date on or around payment to shareholders.

See Note 26 - Stockholders' Equity of our audited Consolidated Financial Statements included herein, for further information.

Recent Developments

58

---

In January 2025, the Company entered into an agreement with its major Mexican customer to receive payment settlement for approximately $125.0 million related to its outstanding receivables for an agreed financing fee.

Key Components of Our Results of Operations

See Note 2 - Basis of Preparation and Accounting Policies of our audited Consolidated Financial Statements included herein, for further information on our accounting policies.

Operating revenues

We earn revenues primarily by performing the following activities: (i) providing our jack-up rigs, work crews, related equipment and services necessary to operate our jack-up rigs; (ii) delivering our jack-up rigs by mobilizing to and demobilizing from the drill location; and (iii) performing certain pre-operating activities, including rig preparation activities or equipment modifications required for our contracts.

We recognize revenues earned under our drilling contracts based on variable dayrates, which range from a full operating dayrate to lower rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities we perform during the contract. The total transaction price is determined for each individual contract by estimating both fixed and variable consideration expected to be earned over the firm term of the contract and may include the blending of rates when a contract has operating dayrates that change over the firm term of the contract and probable liquidated damages. Such dayrate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore, is recognized as we perform the services.

We recognize revenues earned in relation to contract management agreements where we provide rig operational and maintenance support services to third parties based either on a cost-plus or dayrate basis. Such consideration is attributed to the distinct time period to which it relates within the contract term, and therefore is recognized as we perform the services.

We recognize revenues earned in relation to certain bareboat charter agreements where we lease our owned rigs to third parties without crews or associated services, based on fixed daily rates, which range from operating rates to stand-by rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities performed during the contract. The total transaction price is determined for each individual contract by estimating both fixed and variable consideration expected to be earned over the firm term of the contract and may include the blending of rates when a contract has fixed daily rates that change over the firm term of the contract. Such fixed daily rate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore is recognized as we perform the services.

We recognize reimbursement revenues and the corresponding costs as we provide the customer-requested goods and services, when such reimbursable costs are incurred while performing drilling operations. Prior to performing drilling operations, we may receive pre-operating revenues, on either a fixed lump sum or variable dayrate basis, for mobilization, contract preparation, customer-requested goods and services or capital upgrades, which we recognize on a straight-line basis over the estimated firm contract period. We recognize losses related to contracts as such losses are incurred.

We may receive fees (on either a fixed lump-sum or variable dayrate basis) for the demobilization of our rigs. Demobilization revenue expected to be received upon contract completion is estimated as part of the overall transaction price at contract inception and recognized over the term of the contract. In most of our contracts, there is uncertainty as to the likelihood and amount of expected demobilization revenue to be received as the amount may vary dependent upon whether or not the rig has additional contracted work following the contract. Therefore, the estimate for such revenue may be constrained, depending on the facts and circumstances pertaining to the specific contract. We assess the likelihood of receiving such revenue based on past experience and knowledge of the market conditions.

We previously provided corporate support services, secondment of personnel and management services to our equity method investments under management and service agreements. The services are based on costs incurred in the period with appropriate margins and have been recognized under Related party revenue with associated costs included within Rig operating and maintenance expenses in our Consolidated Statements of Operations.

We previously leased rigs on bareboat charters to our equity method investments, Perfomex and Perfomex II. We expected lease revenue earned under the bareboat charters to be variable over the lease term, as a result of the contractual arrangement which assigned the bareboat a value over the lease term equivalent to residual cash after payments of operating expenses and other fees. We, as a lessor, do not recognize a lease asset or liability on our balance sheets at the time of the formation of the entities nor as a

59

---

result of the lease. Revenue was recognized when management was able to reasonably predict the expected underlying bareboat rate over the contract term. Effective April 1, 2024, we do not provide rigs on a bareboat basis to Perfomex (see Note 7 - Equity Method Investments and Note 15 - Leases).

Gains or losses on disposals

From time to time we may sell, or otherwise dispose of, our jack-up rigs and/or other fixed assets to external parties. In addition, assets, including certain jack-up rigs, may be classified as “held for sale” on our balance sheets when, among other things, we are committed to a plan to sell such assets and consider a sale probable within twelve months. We may recognize a gain or loss on any such disposal depending on whether the fair value of the consideration received is higher or lower than the carrying value of the asset.

Operating expenses

Our operating expenses primarily include jack-up rig operating and maintenance expenses, depreciation and impairment, general and administrative expenses.

Rig operating and maintenance expenses are the costs associated with owning a jack-up rig that may from time to time be either in operation or stacked, including:

•Rig personnel expenses: compensation, transportation, training, as well as catering costs while the crew are on the jack-up rig. Such expenses vary from country to country and reflect the combination of expatriate and national, local market rates, unionized trade arrangements, local law requirements regarding social security, payroll charges and end of service benefit payments.

•Rig maintenance expenses: expenses related to maintaining our jack-up rigs in operation, including the associated freight and customs duties, which are not capitalized or deferred. Such expenses do not directly extend the rig life or increase the functionality of the rig.

•Other rig-related expenses: all remaining operating expenses such as supplies, insurance costs, professional services, equipment rental, other miscellaneous costs and new provisions and recoveries of previous provisions for expected credit losses.

Depreciation costs are based on the historical cost of our jack-up rigs, less impairment charges. Rigs are recorded at historical cost less accumulated depreciation and impairment. Jack-up rigs and related equipment acquired as part of business combinations are stated at fair market value as of the date of the acquisition. The cost of these assets, less estimated salvage values, are depreciated on a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful life of our jack-up rigs, when new, is 30 years and jack up rig equipment and machinery three to 20 years. We evaluate the carrying value of our jack-up rigs on a quarterly basis to identify events or changes in circumstances that indicate that the carrying value of such jack-up rigs may not be recoverable. If the carrying value of the asset is not recoverable, an impairment loss is recognized as the difference between the carrying value of the asset and its fair value. Costs related to periodic surveys are capitalized as part of drilling units and amortized over the anticipated period covered by the survey which is up to five years. These costs are primarily shipyard costs and the costs related to employees directly involved in the work. Amortization costs for periodic surveys are included in depreciation expense.

Our general and administrative expenses primarily include all office personnel costs and other miscellaneous expenses incurred by the operational headquarters as well as share-based compensation expenses and fees payable to certain Related Parties under a management agreement for providing business, organizational, strategic, financial and other advisory services.

Material Factors Affecting Results of Operations

Our results of operations have a number of key components and are primarily affected by the number of jack-up rigs under contract, the contractual dayrates we earn and the associated operating and maintenance expenses. Our future results may not be comparable to our historical results of operations for the periods presented. In addition, when evaluating our historical results of operations and assessing our prospects in the periods under review, you should consider the following factors:

Acquisitions and Disposals

60

---

Since our inception in 2016, we have acquired more than 50 jack-up rigs through both the purchase of existing jack-up rigs, companies owning jack-up rigs and contracts for newbuild jack-up rigs, of which we have sold 30 and one semi-submersible. This increase in jack-up rigs and related expansion of operations resulting from an increased number of jack-up rigs under contract has had a significant impact on our results of operations and our balance sheets during the periods presented in our Audited Consolidated Financial Statements included herein. The key characteristics of our rigs owned but not under contract which may yield differences in their marketability or readiness for use, include the age of the rig, the geographic location, the technical specifications and whether such rigs are warm stacked or cold stacked; please see our fleet status report in “Item 4.B. Business Overview—Our Business—Our Fleet” for further information regarding these features by rig. For more information on our acquisitions and disposals, please see the section entitled “Item 4.B. Business Overview—Our History”.

The table below sets forth information relating to our acquisitions and disposals since our formation:

Transaction (Closing Date)

Transaction Value (In $ millions)

Rigs Purchased (1)

Rig Status at Acquisition

Rig Status as of December 31, 2024(2)

Hercules Acquisition (January 23, 2017)

$130.0

Premium jack-up rigs: 2

Warm stacked: 2

Under contract: 2

Transocean Transaction (May 31, 2017)

$1,240.5

Premium jack-up rigs: 6 Standard jack-up rigs: 4 Contracts for NB jack-up rigs: 5

Warm stacked: 7 Under legacy contract: 3 Under construction: 5

Under contract: 7 Disposed: 7 Warm stacked: 1

PPL Acquisition (October 6, 2017)

$1,300

Contracts for NB jack-up rigs: 9

Under construction: 9

Under contract: 8 Disposed: 1

Paragon Transaction (March 29, 2018)

$241.3

Premium jack-up rigs: 2 Standard jack-up rigs: 20 Semi-submersible: 1

Warm stacked:16 Under legacy contract: 7

Under contract: 2 Disposed: 21

Seatrium Acquisition (May 16, 2018)

$742.5

Contracts for NB jack-up rigs: 5

Under construction: 5

Under contract: 2 Disposed: 2 Warm stacked: 1

Seatrium Hull B378 Acquisition (March 29, 2019)

$122.1

Contract for a NB jack-up rig: 1

Under construction: 1

Warm stacked: 1

(1) NB denotes Newbuilding

(2) Jack-up rigs “Under Contract” include those rigs which are operating or being prepared or mobilized, or are otherwise awaiting the commencement of drilling operations under the relevant contract.

Acquisitions and Disposals

In September 2023, we entered into an agreement with Seatrium, to amend the Construction Contracts for the rigs “Vali” and “Var” and give notice to expedite their delivery dates, on a best efforts basis, to August 15, 2024 and November 15, 2024, respectively, in consideration for an additional payment of $12.5 million (“acceleration costs”) per rig on each respective delivery date. In August 2024, we took delivery of the "Vali" and in November 2024, we took delivery of the "Var" and paid the delivery installment of $159.9 million per rig.

We have made and may consider in the future acquisitions and disposals of jack-up rigs. Acquisitions or disposals of our jack-up rigs are likely to impact our revenue as well as our operating and maintenance expenses. For details of acquisitions or disposals see “Item 4.B. Business Overview—Our History—Divestments”.

Other Factors Affecting Results of Operations

In addition to the factors identified above, you should consider the following facts when evaluating our results of operations for the periods presented:

•Revenues: Our revenues are primarily affected by the number of jack-up rigs under contract from time to time and the dayrates we are able to charge our customers, which vary from time to time. To a significant extent, the dayrates we charge our customers depend on the market cycle of the jack-up drilling market at a given point in time. Historically,

61

---

when oil prices decrease, capital spending and drilling activity decline, which leads to an oversupply of drilling rigs and reduced dayrates. Conversely, higher oil prices, increased capital spending and drilling activity and limited supply of drilling rigs have historically led to higher dayrates. In addition, the number of jack-up rigs under contract from time to time is affected by, among other factors, our relationships with new and existing customers and suppliers, which have grown substantially since our inception in 2016. Our revenues may also be affected by other situations, including when our jack-up rigs cease operations due to technical failures and other situations where we do not collect revenue from our customers. Our ability to keep our jack-up rigs operational when under contract is monitored by our Board and management with Technical Utilization statistics.

•Nature of Our Operating and General and Administrative Expenses: Our operating expenses in 2024 and 2023 reflect expenses relating to operating and non-operating rigs (e.g. costs relating to warm stacking of rigs). The nature of our operating expenses has shifted to include primarily expenses related to the ongoing operation of our jack-up rigs. In such case, our operating expenses will depend on various factors, including expenses related to operating our jack-up rigs, maintenance projects, downtime, weather and other operating factors. In addition, we incur direct, incremental general and administrative expenses as a result of our being a publicly traded company in the United States and (until our delisting from the Oslo Stock Exchange in December 2024) Norway, including costs associated with personnel for positions created as a result of our public company status, publishing annual and interim reports to shareholders, expenses relating to compliance with the rules and regulations of the SEC, listing standards of the NYSE and the costs of independent director compensation as well as professional and legal fees incurred in the ordinary course of business. On December 30, 2024, we delisted from the Oslo Stock Exchange and as such, we currently maintain a listing only on the NYSE.

•Financing Arrangements and Investments in Securities: The financial income and expenses reflected in our Audited Consolidated Financial Statements included herein may not be indicative of our future financial income and expenses and may, along with other line items related to our financing arrangements and historical financing arrangements detailed in the section entitled “Item 5.B. Liquidity and Capital Resources—Our Existing Indebtedness,” change as the number of our jack-up rigs under contract changes. As we took delivery of the newbuild rigs we had agreed to purchase, we financed a portion of the purchase price and thus our debt levels and finance expense increased. We refinanced substantially all of our debt in 2023 with the issuance of the Notes and issued additional Notes in 2024, and such issuances have significantly impacted our financing expenses. In addition, from time to time, we may make and hold investments in other companies in our industry that own/operate offshore drilling rigs with similar characteristics to our fleet of jack-up rigs, subject to compliance with the covenants contained in certain of our financing arrangements which restrict such investments. We also may purchase and hold debt or other securities issued by other companies in the offshore drilling industry from time to time. These financial investments will impact our results of operations.

•Interest Rates and Derivative Values: Following the issuance of the Notes, all of our debt as of December 31, 2024 and 2023 is on fixed interest rates. However, under the RCF we entered to in November 2023, undrawn as of December 31, 2024 and 2023, the interest rate is determined with reference to SOFR plus a specified margin.

•Income Taxes: Income tax expense reflects current tax and deferred taxes related to the operation of our jack-up rigs and may vary significantly depending on the jurisdiction(s) of operation of our subsidiaries, the underlying contractual arrangements and ownership structure and other factors. In most cases, the calculation of tax is based on net income or deemed income in the jurisdiction(s) where our subsidiaries operate. Our income tax expense will be primarily affected by the number of jack-up rigs under contract from time to time and the dayrates we are able to charge our customers as well as the expenses we incur which can vary from time to time. Because taxes are impacted by taxable income of our subsidiaries, our tax expense may not be correlated with our income on a consolidated basis.

62

---

A.OPERATING RESULTS

Year ended December 31, 2024 compared to the year ended December 31, 2023

The following table summarizes our results of operations for the years ended December 31, 2024 and 2023:

			For the Year Ended December 31,
(in $ millions)			2024			2023
Dayrate revenue			848.2			642.0
Bareboat charter revenue			90.8			—
Management contract revenue			36.6			—
Related party revenue			35.0			129.6
Operating revenues			1,010.6			771.6
Gain on disposals			0.4			0.6
Total operating expenses			(636.8)			(521.8)
Operating income			374.2			250.4
(Loss) / income from equity method investments			(1.2)			4.9
Total financial expenses, net			(232.7)			(199.2)
Income tax expense			(58.2)			(34.0)
Net income and total comprehensive income			82.1			22.1

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the years ended December 31, 2024 and 2023:

			For the Year Ended December 31,
(in $ millions)			2024			2023
Net income			82.1			22.1
Depreciation of non-current assets			131.2			117.4
Interest income			(6.4)			(4.9)
Interest expense			211.7			177.2
Foreign exchange loss, net			3.7			2.8
Other financial expenses			23.7			24.1
Income/(loss) from equity method investments			1.2			(4.9)
Income tax expense			58.2			34.0
Adjusted EBITDA			505.4			367.8

Adjusted EBITDA for the year ended December 31, 2023 has been recast as per the updated definition of Adjusted EBITDA. See "Non-GAAP Financial Measures".

Operating Revenues

Total operating revenues increased by $239.0 million to $1,010.6 million for the year ended December 31, 2024 compared to $771.6 million in 2023. The increase is a result of an increase in dayrate revenue of $206.2 million which was principally due to the following increases:

•$123.0 million increase due to an increase in average dayrates;

•$76.0 million increase due to an increase in the number of rigs in operation; and

•$21.3 million increase due to an increase in other revenue, which is primarily comprised of amortization of deferred mobilization and demobilization revenue and reimbursable revenue.

These increases were offset by a $14.1 million decrease due to a decrease in the number of operating days for the rigs that were already in operation during the year ended December 31, 2023.

63

---

The increase in total operating revenues includes the following increases:

•$90.8 million increase in bareboat charter revenue attributable to the execution of new fixed bareboat charger agreements for five of our rigs with an external party during the year ended December 31, 2024; and

•$36.6 million increase in management contract revenue attributable to the execution of new contract management agreements during the year ended December 31, 2024, pursuant to which we provide rig operation and maintenance support services for three of our rigs which are on bareboat contracts with an external party.

These increases were offset by a $94.6 million decrease in related party revenue which is driven by the fact that the five rigs earning bareboat charter revenue during the year ended December 31, 2024 were previously earning related party revenue for the same period in 2023.

Gain on Disposals

Gain on disposals was $0.4 million for the year ended December 31, 2024 compared to $0.6 million in 2023. In 2024 and 2023, the gain on disposals related to the sale of scrap assets.

Total Operating Expenses

Operating expenses include the following items:

			For the Year Ended December 31,
(in $ millions)			2024			2023
Rig operating and maintenance expenses			456.4			359.3
Depreciation of non-current assets			131.2			117.4
General and administrative expenses			49.2			45.1
Total operating expenses			636.8			521.8

Total operating expenses increased by $115.0 million to $636.8 million for the year ended December 31, 2024 compared to $521.8 million in 2023.

Rig operating and maintenance expenses increased by $97.1 million to $456.4 million for the year ended December 31, 2024 compared to $359.3 million in 2023. This was principally due to an increase in the number of rigs in operation as well as a result of the execution of new rig management contracts during the year ended December 31, 2024 pursuant to which we provide rig operational and maintenance support services for three of our rigs which are on bareboat contracts with an external party. The expenses associated with these three rigs were previously recognized in our equity method investment.

Depreciation of non-current assets increased by $13.8 million to $131.2 million for the year ended December 31, 2024 compared to $117.4 million in 2023. The increase is primarily a result of an increase of $7.6 million related to long-term maintenance projects primarily due to additions for the jack-up rigs "Prospector 1", "Odin", "Idun", "Natt" and "Ran" and fleet spares, and an increase of $5.8 million associated with the increase in the asset base primarily due to additions for the jack-up rigs "Arabia III", "Hild" and "Norve" and fleet spares.

General and administrative expenses increased by $4.1 million to $49.2 million for the year ended December 31, 2024 compared to $45.1 million in 2023. This was principally due to an increase of $3.5 million in personnel and associated personnel tax expense as well as various individually insignificant movements associated with general corporate activities, offset partially by a decrease of $0.3 million in share based compensation expense and social security expense associated with our employee share option plan.

(Loss) / Income from Equity Method Investments

(Loss) / income from equity method investments decreased by $6.1 million to a loss of $1.2 million for the year ended December 31, 2024 compared to income of $4.9 million in 2023. This was principally as a result of an increase of $9.5 million in net foreign exchange losses, partially offset by a decrease of $5.5 million in income tax expense.

Total Financial Expenses, net

64

---

Total financial expenses, net, include the following items:

			For the Year Ended December 31,
(in $ millions)			2024			2023
Interest income			(6.4)			(4.9)
Interest expenses			211.7			177.2
Other financial expenses, net			27.4			26.9
Total financial expenses, net			232.7			199.2

Total financial expenses, net increased by $33.5 million to $232.7 million for the year ended December 31, 2024 compared to $199.2 million in 2023.

Interest income increased by $1.5 million to $6.4 million for the year ended December 31, 2024 compared to $4.9 million in 2023. This was principally due to an increase in interest income from cash in bank accounts on term deposits.

Interest expenses increased by $34.5 million to $211.7 million for the year ended December 31, 2024 compared to $177.2 million in 2023. This was principally due to the following increases:

•$37.3 million increase in interest expense associated with the increase in the principal amount of debt outstanding due to the issuance of our Additional and Further Additional 2028 Notes and Additional 2030 Notes;

•$5.8 million increase in amortization of debt discounts; and

•$1.2 million increase in amortization of deferred finance charges.

These increases were offset by a $8.5 million decrease in net loss on debt extinguishment (no loss or gain on debt extinguishment for the year ended December 31, 2024) and a $1.3 million increase in amortization of debt premiums.

Other financial expenses, net, increased by $0.5 million to $27.4 million for the year ended December 31, 2024 compared to $26.9 million in 2023. This was principally due to the following increases:

•$2.3 million increase in relation to the premium paid on Convertible Bonds which the Company repurchased in March 2024;

•$1.9 million increase in relation to the RCF commitment fee;

•$0.9 million increase in foreign exchange losses; and

•$0.7 million increase in relation to various individually insignificant movements associated with financing activities.

These increases were offset by a $5.3 million decrease in yard cost cover expense following the delivery of the "Vali" in August 2024 and the "Var" in November 2024.

Income Tax Expense

Income tax expense increased by $24.2 million to $58.2 million for the year ended December 31, 2024 compared to $34.0 million in 2023. This is principally due to the following:

•$9.3 million increase due to the release of $16.5 million of valuation allowances on deferred tax assets for the year ended December 31, 2023 compared to $7.2 million for 2024;

•$8.9 million increase due to increased operations and profitability in West Africa;

•$7.7 million increase due to utilization of deferred tax assets; and

•$6.8 million increase due to the release of $9.5 million of uncertain tax positions in 2023 offset by $1.3 million of lower expenses related to uncertain tax positions and $1.4 million release in 2024.

These increases were offset by a $4.0 million decrease due to decreased withholding tax on bareboat revenues from Mexico and $0.6 million decrease due to decreased operations in Asia.

Year ended December 31, 2023 compared to the year ended December 31, 2022

For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects A. Operating Results – Year ended December 31, 2023, compared to the

65

---

year ended December 31, 2022” contained in our annual report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 27, 2024.

B.LIQUIDITY AND CAPITAL RESOURCES

Short-Term Liquidity and Cash Requirements

Historically, we have met our liquidity needs principally from offerings of equity, convertible bonds and secured bonds, available funds under our financing arrangements and secured loan facilities, including revolving credit facilities, cash generated from operations, and sale of non-core assets.

Our primary uses of cash during the year ended December 31, 2024 were operating expenses, investing activities including capital expenditures mainly related to activations and re-activations of jack-up rigs and activations of newbuildings, and financing activities including repayment of debt, interest payments, cash distributions and share repurchases. Capital expenditures related to contract preparation, purchase and refurbishment of rig equipment, and other investments are highly dependent on how many jack-up rigs we activate or re-activate, which is in turn dependent on the number of contracts we are able to secure. We funded our 2024 capital expenditures and deferred costs using available cash and cash flows from operations and proceeds from debt financings. We expect our funding sources to be primarily using available cash and cash flows from operations, as well as potential debt and equity financings, although there is no assurance that future equity raises or debt financings will be available.

As of December 31, 2024, we had $61.6 million in cash and cash equivalents and $0.9 million in restricted cash.

Our funding and treasury activities are conducted within our established corporate policies and are intended to maximize investment returns in light of our liquidity requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in various currencies such as Central African CFA Francs, Malaysian Ringgit, Saudi Riyal, Mexican Pesos, United Arab Emirates Dirham, Thai Baht, Bruneian Dollar and Norwegian Kroner. We have not made use of derivative instruments.

We are dependent on cash generated by our subsidiaries which are subject to legal and contractual restrictions. See the section entitled "Item 3.D. Risk Factors—Risk Factors related to our business". We are a holding company and are dependent upon cash flows from subsidiaries and equity method investments to meet our obligations. If our operating subsidiaries or equity method investments experience sufficiently adverse changes in their financial condition or results of operations, or we otherwise become unable to arrange further financing to meet our liquidity requirements to satisfy our debt or other obligations as they become due, we may become subject to insolvency proceedings.

As of the date of this report, we believe that our cash flow from operations, together with our cash and cash equivalents, will meet our anticipated capital expenditure commitments, working capital requirements, our debt obligations and our debt covenants, for the next 12 months.

Equity

As of December 31, 2024, our shares were listed on the NYSE. In October 2024, at a Special General Meeting of the Company, a resolution was passed to approve the delisting of the Company's common shares from the OSE, and to authorize the Board of Directors to take the necessary steps to implement the delisting, including filing an application with the OSE. The Company filed the delisting application with the OSE on October 2, 2024 which was approved by the OSE on November 1, 2024. The last day of trading of the Company's common shares on the OSE was December 30, 2024.

During the year ended December 31, 2023, in connection with the $250.0 million Convertible Bonds (see "Our Existing Indebtedness"), we entered into a share lending agreement with the intention of making up to 25,000,000 common shares available to lend to DNB for the purposes of allowing the holders of the $250.0 million Convertible Bonds to perform hedging activities on the Oslo Stock Exchange (see Note 26 - Stockholders' Equity). In connection with this arrangement, during the year ended December 31, 2023, we issued 25,000,000 shares at par value, which were repurchased into treasury.

As noted above, upon approval of Company's delisting application by the OSE, the last trading day of the Company's common shares on the OSE was December 30, 2024. Prior to the delisting, the Company sought consent from the bondholders of the Convertible Bonds to amend the bond terms so that effective from the delisting date, the bonds become convertible into shares listed on the NYSE (in lieu of shares listed on the OSE). In addition the Company sought consent from the bondholders to amend the terms of the share lending agreement so that no new or additional share loans be made available and that the aggregate number of shares available to be loaned under the share lending agreement be reduced to the number of shares on loan as at the delisting date.

66

---

As of December 31, 2024, 10,860,689 shares have been issued to DNB Markets by the Company under the share lending agreement for the purpose of allowing the Convertible Bond holders to perform hedging activities. For more information see Note 26 - Stockholders' Equity.

We did not have proceeds from share issuances during the year ended December 31, 2024. For details of the Company's equity offerings for the year ended December 31, 2023, see Note 26 - Stockholders' Equity of our Audited Consolidated Financial Statements included herein.

Long-Term Liquidity and Cash Requirements

Our long-term liquidity and cash requirements are primarily for funding our activation/re-activations, capital expenditures and repaying our debt and interest obligations. Sources of funding for our long-term requirements include cash from operations, refinancing of our existing financing arrangements and equity offerings.

Capital Expenditures Commitments

Historically, our primary commitments for capital expenditures historically related to our newbuild jack-up drilling rigs from Seatrium.

We acquired five newbuildings in connection with the Transocean Transaction, of which two rigs were delivered in 2018 ("Saga", "Skald"), one was sold in 2022 ("Tivar"), and the remaining two were delivered in 2024 ("Vali" and "Var"). We have completed payments for these rigs in November 2024 and have no remaining contracted installments with Seatrium.

As of December 31, 2024, we estimate our capital expenditures in the next twelve months relating to upcoming contracts and rig activations is approximately $50 million. This is based on known contracts as at December 31, 2024, in addition to potential rig activations for which management believes favorable contracting opportunities exist.

We had no off-balance sheet arrangements as of December 31, 2024, other than commitments in the ordinary course of business that we are contractually obligated to fulfill with cash under certain circumstances. These commitments include guarantees towards third parties such as performance guarantees to customers as they relate to our drilling contracts. Obligations under these guarantees are not normally called, as we typically comply with the underlying performance requirement. During the year ended December 31, 2024, we amended our facility with DNB Bank ASA to provide guarantees and letters of credit of up to $45.0 million collateralized by the same security that secures the Notes. As a result, no restricted cash is supporting bank guarantees as at December 31, 2024 and 2023.

Cash Flows

Our cash flows for the years ended December 31, 2024 and 2023 are presented below:

			For the Year Ended December 31,
(In $ millions)			2024			2023
Net cash provided by / (used in) operating activities			77.3			(50.7)
Net cash used in investing activities			(409.4)			(104.2)
Net cash provided by financing activities			292.0			139.0
Net change in cash and cash equivalents and restricted cash			(40.1)			(15.9)

Net cash provided by / (used in) operating activities

Net cash provided by operating activities was $77.3 million during the year ended December 31, 2024, compared to $50.7 million used in operations during the year ended December 31, 2023. The increase of $128.0 million was primarily due to an increase in average dayrates and associated cash receipts from contract drilling services and the timing of working capital movements offset in part by the cash expenditures for contract drilling services. Included within net cash provided by operating activities during the year ended December 31, 2024, are interest payments of $186.9 million and income tax payments of $55.2 million compared with interest payments of $217.4 million and income tax payments of $38.2 million during the year ended December 31, 2023.

Net cash used in investing activities

67

---

Net cash used in investing activities of $409.4 million for the year ended December 31, 2024 is comprised of:

•$354.1 million in additions to newbuildings pertaining to "Vali" and "Var" primarily as a result of the $159.9 million final installment payment for each of the rigs;

•$54.8 million in additions to jack-up rigs primarily as a result of special periodic survey and long-term maintenance, primarily for the jack-up rigs "Prospector 1", "Idun", "Prospector 5", "Gerd", "Arabia III", "Mist" and "Hild"; and

•$0.5 million in purchases of property, plant and equipment.

Net cash used in investing activities of $104.2 million for the year ended December 31, 2023 is comprised of:

•$111.2 million in additions to jack-up rigs primarily as a result of activation and reactivation, primarily for the jack-up rigs "Arabia III", "Hild", "Arabia I" and "Arabia II";

•$1.5 million in purchases of property, plant and equipment; and

•$1.3 million in additions to newbuildings pertaining to "Vali" and "Var".

This was partially offset by $9.8 million in net distributions from our equity method investments as a result of the return of previous shareholder funding.

Net cash provided by financing activities

Net cash provided by financing activities of $292.0 million for the year ended December 31, 2024 is comprised of:

•$201.4 million proceeds, net of transaction costs, from our Additional 2028 Notes issued in March 2024;

•$150.6 million proceeds, net of transaction costs, from our Further Additional 2028 Notes issued in August 2024;

•$175.6 million proceeds, net of transaction costs, from our Additional 2030 Notes issued in November 2024;

•$125.0 million net proceeds from the temporary drawdown of our RCF due to the timing between the delivery of the jack-up rig '"Vali" and the receipt of the proceeds from our Further Additional 2028 Notes issued in August 2024 and the timing between the delivery of the jack-up rig '"Var" and the receipt of the proceeds from our Additional 2030 Notes issued in November 2024;

•$19.4 million proceeds related to pass through accrued interest from our Additional 2028 Notes, Further Additional 2028 Notes and Additional 2030 Notes issued during 2024; and

•$2.3 million proceeds from the exercise of share options.

This was partially offset by the repayment of debt, including repayment of the drawing under our RCF, of $286.1 million, cash distributions paid of $76.3 million and share repurchases of $19.9 million. The repayment of debt of $286.1 million is comprised of the following:

•$125.0 million related to our RCF;

•$100.3 million related to our Senior Secured Notes due in 2028;

•$30.8 million related to Senior Secured Notes due in 2030;

•$19.4 million related to proceeds related to pass through accrued interest from our Additional 2028 Notes, Further Additional 2028 Notes and Additional 2030 Notes issued during 2024; and

•$10.6 million associated with the repurchase of our Convertible Bonds in March 2024

Net cash provided by financing activities of $139.0 million for the year ended December 31, 2023 is comprised of:

•$1,465.2 million proceeds, net of transaction costs from our Notes issued in November 2023;

•$391.3 million proceeds, net of transaction costs from our Convertible Bonds and the $150 million principal amount of Norwegian law senior secured bonds issued in February 2023;

•$48.6 million proceeds, net of transaction costs from our October 2023 $50.0 million equity offering;

•$25.0 million proceeds from the drawdown in April 2023 on our upsized facility with DNB Bank ASA;

•$9.6 million proceeds, net of transaction costs from the sale of shares under our ATM program; and

•$0.8 million proceeds from the exercise of share options.

This was partially offset by the repayment of debt of $1,800.6 million and the purchase of treasury shares of $0.7 million. The repayment of debt of $1,800.6 million is comprised of the following:

•$695.6 million used to repay the PPL shipyard delivery financing arrangement;

68

---

•$350.0 million used to repay the convertible bonds which were due in May 2023;

•$272.7 million used to repay the shipyard delivery financing arrangement with Offshore Partners Pte. Ltd;

•$175.1 million used to repay the facility with DNB Bank ASA;

•$157.2 million used to repay the facility with Hayfin Services LLP, and

•$150.0 million used to repay the principal amount of Norwegian law senior secured bonds.

Our Existing Indebtedness

As of December 31, 2024, we had total outstanding borrowings, gross of capitalized borrowing costs, debt discounts and debt premiums of $2,179.6 million, most of which is secured by, among other things, 23 of our rigs.

Our indebtedness as of December 31, 2024 includes our:

•$1,279.6 million principal amount of Notes due in 2028;

•$660.6 million principal amount of Notes due in 2030; and

•$239.4 million principal amount of Convertible Bonds due in 2028

The Company also has a $195.0 million Super Senior Credit Facility, comprised of a $150 million RCF and a $45 million Guarantee Facility, which, together with our Notes, is also secured by 23 of our rigs. As of December 31, 2024, $42.9 million was drawn under the Guarantee Facility, and the $150 million RCF was undrawn.

Senior Secured Note due in 2028 and 2030

On November 7, 2023, the Company's wholly owned subsidiary Borr IHC Limited, and certain other subsidiaries, issued (i) $1,540.0 million in aggregate principal amount of senior secured notes, consisting of $1,025.0 million principal amount of senior secured notes due in 2028 issued at a price of 97.750% of par, raising proceeds of $1,001.9 million, bearing a coupon of 10% per annum (the "2028 Notes") and (ii) $515.0 million principal amount of senior secured notes due in 2030 issued at a price of 97.000% of par, raising proceeds of $499.5 million, bearing a coupon of 10.375% per annum (the "2030 Notes" and, together with the 2028 Notes, the "Notes"). The 2028 Notes mature on November 15, 2028 and the 2030 Notes mature on November 15, 2030, and interest and amortization on the Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2024.

In March 2024 and August 2024 the Company issued the Additional 2028 Notes and the Further Additional 2028 Notes under the same terms and conditions as the $1,025.0 million notes issued in November 2023. The Additional 2028 Notes were issued at a price equal to 102.5% plus accrued interest, raising gross proceeds of $211.9 million. The Further Additional 2028 Notes were issued at a price equal to 102.5% plus accrued interest, raising gross proceeds of $157.5 million.

In November 2024, the Company issued the Additional 2030 Notes under the same terms and conditions as the $515.0 million notes issued in November 2023. The Additional 2030 Notes were issued at a price equal to 102.5% of par plus accrued interest, raising gross proceeds of $188.1 million.

Super Senior Credit Facility

In November 2023, the Company entered into a $180.0 million Super Senior Revolving Credit Facility, comprised of a $150.0 million Revolving Credit Facility and a $30.0 million Guarantee Facility. In August 2024, the Company increased the $30.0 million Guarantee Facility to $45.0 million, bringing the total Super Senior Revolving Credit Facility to $195.0 million.

Unsecured Convertible Bonds Due in 2028

In February 2023, we raised $250.0 million gross proceeds through the issuance of Convertible Bonds due 2028. The Convertible Bonds bear interest at 5.00% per annum payable semi-annually and had an initial conversion price of $ 7.3471 per share, convertible into 34,027,031 common shares.

In March 2024, we repurchased $10.6 million principal amount of Convertible Bonds. The Company and its subsidiaries may from time to time further repurchase or otherwise trade in their own debt (including the Notes and the Convertible Bonds) in open market transactions, privately negotiated or otherwise.

Following the payment of a $0.05 per share cash distribution in each of January and March 2024, as well as the payment of a $0.10 per share cash distribution in each of June and August 2024, the adjusted conversion price for the convertible bonds is $7.0249 per share, with the current outstanding principal amount of the Convertible Bonds convertible into 34,078,777 shares.

69

---

Various agreements governing our debt restrict and, in some cases may actually prohibit, our ability to move cash within the group.

Management believes that the Company’s liquidity position, cash flows from operations and availability under its Super Senior Credit Facility will be adequate to meet the Company’s working capital requirements, financial commitments and debt obligations, growth, operating and maintenance capital expenditures. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activities.

As of December 31, 2024, we were in compliance with all our covenants under our various loan agreements.

See Note 19 - Debt of our Audited Consolidated Financial Statements included herein for additional information on our borrowings as of December 31, 2024.

C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not applicable.

D.TREND INFORMATION

Offshore Drilling Market

The offshore drilling industry has seen contracting activity and dayrates increase into 2024. In the first quarter of 2024, driven by a desire to halt oil production expansion plans, Saudi Aramco, which remains one of the largest customers for offshore drilling rigs, began suspending jack-up rig contracts. In total, Saudi Aramco has suspended the contracts of over thirty jack-up rigs, many of which have entered the global competitive jack-up rig supply. In addition, Pemex, another large customer for jack-up rigs, announced various rig suspensions commencing late 2024. The impact of the Saudi Aramco suspensions, coupled with recent Pemex suspensions, has had a near-term adverse impact on dayrates.

We remain subject to risks relating to the volatility of our industry and the risk that demand and day rates could decline, including as a result of inflation impacting many major economies and global economic uncertainty.

With a global competitive jack-up rig utilization of approximately 91% in February 2025 based on industry reports (such as S&P Global), which represents an increase of approximately 7% from December 31, 2021, we remain optimistic that the offshore drilling market will improve in the foreseeable future, predicated on continued strength in the demand for hydrocarbons. As of February 2025, there are 295 modern jack-ups contracted, representing an increase of approximately 58 units as compared to recent lows in late 2020. This number is only 15 units lower than the recent highs of 310 last seen in March 2024, prior to the Saudi Aramco suspensions taking effect. During the same period, the number of standard jack-ups contracted has shrunk by approximately 17 units, confirming our view of a continued market bifurcation and operators’ preference for modern rigs.

Despite lower demand in Saudi Arabia and Mexico in the near-term, global demand is expected to rise over the longer term and gradually absorb the excess supply caused by rig suspensions. Growth in rig supply is also anticipated to be restrained. Currently, there are approximately 10 available newbuild rigs under construction. We anticipate that few of these rigs under construction will be able to enter the marketed fleet in the near future due to several being in early stages of completion and due to increasing supply chain pressures which impact construction. The order book of new rigs as a percentage of the current jack-up fleet has reached a 20-year record low and stands at approximately 2%. Only a single jack-up rig has been ordered in the last three years, however this is being built for a specific Saudi Aramco contract by ARO Drilling (a Joint Venture between Saudi Aramco and Valaris Limited). The purchase price for this rig is approximately $300 million (Valaris Limited/ARO Drilling).

We also face risks and trends that could adversely affect our industry and business. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as our customers rebalance their capital investments to include alternative energy sources, as well as respond to the normal cycles that have historically existed in our industry. Nonetheless, the global energy demand may increase over the coming decades, and in this case we expect offshore oil and gas will continue to play an important and sustainable role in meeting this demand for the foreseeable future.

E.CRITICAL ACCOUNTING ESTIMATES

70

---

We prepare our Audited Consolidated Financial Statements in accordance with accounting principles generally accepted in the United Stated of America, which require us to make significant judgements and estimates that are important to our financial position and results of operations. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results may differ from these estimates.

We consider the following to be our critical accounting estimates. For a summary of our significant accounting policies, see Note 2 - Basis of Preparation and Accounting Policies of our Audited Consolidated Financial Statements included herein.

Impairment of jack-up rigs

We continually monitor events and changes in circumstances that could indicate carrying amounts of our jack-up rigs may not be recoverable. At least annually, and additionally if such events or changes in circumstances are present, we assess the recoverability of our jack-up rigs by determining whether the carrying amount of such assets will be recovered through undiscounted cash flows.

In assessing the recoverability of our jack-up rigs' carrying amounts, we make assumptions regarding estimated cash flows. If the total of the undiscounted cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amounts over their respective fair values. Two critical assumptions, utilization and dayrate revenues, are key assumptions utilized in determining the estimated cash flows and are highly market dependent. Other assumptions include estimates in respect of residual or scrap values, operating and maintenance expenses and capital expenditures.

The sensitivity analysis has been performed based on changes in utilization and dayrate revenue critical assumptions on the consolidated jack-up rig and newbuild fleet:

•5% decrease to both utilization and dayrate revenue critical assumptions would not result in impairment charges.

•10% decrease to both utilization and dayrate revenue critical assumptions would not result in impairment charges.

(In $ millions)			Cash Flow Headroom			Impairment Charge
5% decrease to utilization and dayrate revenue			6,125.9			—
10% decrease to utilization and dayrate revenue			4,410.7			—

As of December 31, 2024 and 2023, the carrying amount of our jack-up rigs and newbuildings was $2,823.2 million and $2,583.7 million, respectively. No impairment related to recoverability of our remaining jack-up rigs' carrying amounts was recognized during the years ended December 31, 2024 and 2023.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.DIRECTORS AND SENIOR MANAGEMENT

The following provides information about each of our directors and executive officers as of the date of this annual report.

Name			Age			Position
Tor Olav Trøim			62			Chairman of our Board of Directors and Director
Alexandra Kate Blankenship			60			Director, Audit Committee Chairperson and Compensation Committee Chairperson
Jeffrey R. Currie			58			Director and Nominating and Governance Committee Member
Neil Glass			63			Director, Audit Committee Member and Chair of Nominating and Governance Committee
Dan Rabun			70			Director and Compensation Committee Member
Mi Hong Yoon			54			Director and Company Secretary
Patrick Schorn			56			Director and Chief Executive Officer, Borr Drilling Management DMCC
Magnus Vaaler			41			Chief Financial Officer, Borr Drilling Management AS

Biographies

Certain biographical information about each of our Directors and executive officers is set forth below:

71

---

Tor Olav Trøim has served as a Director on our Board since our incorporation and was our founder. He served as the Chairman of the Board from August 2017 until September 2019 and was appointed Chairman of the Board again in February 2022. Mr. Trøim is the founder and sole shareholder of Magni Partners and is the senior partner (and an employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the UK. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr. Trøim has over 30 years of experience in energy related industries serving in various positions. Before founding Magni Partners in 2014, Mr. Trøim was a director of Seatankers Management Co. Ltd., from 1995 until September 2014 and was the Chief Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. During his employment period for Seatankers, Mr. Troim also held executive positions in affiliated companies. This included being CEO for Seadrill Ltd., Frontline Ltd., Golar LNG., and Ship Finance Ltd. Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985. Other directorships and management positions include Magni Partners (Bermuda) Limited (Founding Partner), Stolt-Nielsen Limited (Director), Magni Sports AS (Director) and Golar LNG Limited (Chairman).

Alexandra Kate Blankenship has served as a Director on our Board and as Chair of our Audit Committee since February 26, 2019 and serves as Chair of our Compensation Committee. Mrs. Blankenship is a member of the Institute of Chartered Accountants in England and Wales and graduated from the University of Birmingham with a Bachelor of Commerce in 1986. Mrs. Blankenship joined Frontline Ltd in 1994 until October 2005. Among other positions, she has served on the board of numerous publicly listed companies, including as Director and Audit Committee Chairperson of North Atlantic Drilling Ltd. from 2011 to 2018, Archer Limited from 2007 to 2018, Golden Ocean Group Limited from 2004 to 2018, Frontline Ltd. from August 2003 to 2018, Avance Gas Holding Limited from 2013 to 2018, 2020 Bulkers Ltd from 2019 to 2024, Ship Finance International Limited from 2003 to 2018, Eagle Bulk Shipping Inc from 2023 to 2024, Seadrill Limited from 2005 to 2018 and Seadrill Partners LLC from 2012 to 2018. Mrs. Blankenship also serves as a Director of International Seaways Inc.

Jeffrey R. Currie has served as a Director on our Board and a member of the Nominating and Governance Committee since October 16, 2023. Mr. Currie is a Chief Strategy Officer of Energy Pathways at The Carlyle Group since February 2024, after his retirement from Goldman Sachs, after working there for 27 years. During his last 15 years he was a Partner and the Global Head of Commodities Research where he was tasked with conducting research on commodity market dynamics, investment strategies, and asset allocation. Mr. Currie is the Chairman of the Advisory Board of The University of Chicago’s Energy Policy Institute and serves on the board of Abaxx Technologies Inc. since October 2, 2023. He also held roles as the European Co-Head of Economics, Commodities and Strategy Research between 2010 and 2012. Prior to joining Goldman Sachs, Mr. Currie taught undergraduate and graduate level courses in microeconomics and econometrics at The University of Chicago and served as the associate editor of Resource and Energy Economics. Mr. Currie also worked as a consulting economist, specializing in energy and other microeconomic issues, and has advised many government agencies. Mr. Currie is a graduate of Pepperdine University, holds a Master of Arts (Economics) and earned a PhD in Economics from The University of Chicago in 1996.

Neil Glass has served as a Director on our Board since December 2019 and also serves as an Audit Committee Member and chairs our Nominating and Governance Committee. Mr. Glass worked for Ernst & Young for 11 years: seven years with the Edmonton, Canada office and four years with the Bermuda office. In 1994, he became General Manager and in 1997 the sole owner of WW Management Limited, tasked with overseeing the day-to-day operations of several international companies. Mr. Glass has over 20 years’ experience as both an executive director and as an independent non-executive director of international companies. Mr. Glass is a member of both the Chartered Professional Accountants of Bermuda and of Alberta, Canada, and is a Chartered Director and Fellow of the Institute of Directors. Mr. Glass graduated from the University of Alberta in 1983 with a degree in Business. Mr. Glass also serves as a Director and Audit Committee Chair of Cool Company Ltd., and served as a Director and Audit Committee Member of 2020 Bulkers Ltd (until August 10, 2022) and Golar LNG Partners LP (until April 15, 2021).

Daniel Rabun has served as a Director on our Board and a member of the Compensation Committee since April 2023. Mr. Rabun joined Ensco plc in March 2006 as President and as a member of the Board of Directors. Mr. Rabun was appointed to serve as Ensco plc’s Chief Executive Officer from January 1, 2007 and was elected Chairman of the Board of Directors in May 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in May 2014 and as Chairman in May 2015. Mr. Rabun serves as a Director of Golar LNG Ltd since February 2015 and was appointed Chairman from September 2015 to September 2017. He also serves on the Audit Committee, Compensation Committee and Nominating Committee. Mr. Rabun has also served as a non-executive director of ChampionX Corporation (“ChampionX”) since 2018, currently is the non-executive Chairman and member of the Compensation Committee, Chairman of the Corporate Governance Committee and Nomination Committee of ChampionX. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. He has been a US Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree from Southern Methodist University. He has also served on the Board of Directors of APA Corporation

72

---

(formerly known as Apache Corporation) as a non-executive director from May 2015 to May 2024, where he was a member of the Corporate Responsibility, Governance and Nominating Committee and the Audit Committee.

Mi Hong Yoon joined the Company as a Director on our Board and as our Company Secretary on March 1, 2022. Ms. Yoon is a Managing Director of Golar Management (Bermuda) Limited since February 2022. Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. She has extensive international legal and regulatory experience and is responsible for the corporate governance and compliance of the Company. Ms. Yoon graduated from the University of New South Wales with a Bachelor of Law degree (LLB) and earned a Master’s degree (LLM) in international economic law from the Chinese University of Hong Kong. She is a member of the Institute of Directors and has held several director positions over the years. Current directorships and management positions include Golar LNG Ltd. (Company Secretary), Himalaya Shipping Ltd. (Director and Company Secretary), Bruton Limited (Director and Secretary) and 2020 Bulkers Ltd. (Company Secretary).

Patrick Schorn has served as Director since October 2023 and has been serving as the Chief Executive Officer of Borr Drilling since September 2020, after serving as a Director since January 2018. Mr. Schorn was previously the Executive Vice President of Wells for Schlumberger Limited. Prior to this role, he held various global management positions including President of Operations for Schlumberger Limited; President Production Group; President of Well Services; President of Completions; and GeoMarket Manager Russia. He began his career with Schlumberger Limited in 1991 as a Stimulation Engineer in Europe and has held various management and engineering positions in France, United States, Russia, US Gulf of Mexico and Latin America. Mr. Schorn is also a director of Bruton Ltd. Mr. Schorn holds a Bachelor of Science degree in Oil and Gas Technology from the University “Noorder Haaks” in Den Helder, the Netherlands.

Magnus Vaaler became the Chief Financial Officer of the Company in December 2020, previously serving as the VP Investor Relations and Treasury. Mr. Vaaler has been working in the Company’s Finance department since January 2018 with Treasury, Finance and Investor relations. Mr. Vaaler brings many years of finance, oil and offshore industry experience from three years as VP Finance at Offshore Merchant Partners, a portfolio company of Hitecvision, and seven years as Treasurer and VP Finance at Frontline Ltd., listed on the NYSE and the OSE. Mr. Vaaler holds a Bachelor of Commerce degree from University College Dublin.

Management of the Company

Our Board is responsible for determining the strategic vision and ultimate direction of our business, determining the principles of our business strategy and policies and promoting our current, short-term and long-term interests in a sustainable manner, taking into account economic, social and environmental conditions. Our Board is responsible for overseeing our business and, subject to our governing documents and applicable law, generally delegates day-to-day management of the Company to our senior management team. Our Board generally oversees risk management and our senior management team generally manage the material risks that we face. The Board must, however, be consulted on all matters of material importance and, or, of an unusual nature and, for such matters, will provide specific authorization to personnel in our senior management to act on its behalf.

The senior management team responsible for our day-to-day management has extensive experience in the oil and gas industry in general and in the offshore drilling area in particular. The Board has defined the scope and terms of the services to be provided by our senior management. Management services are provided to the Group by Borr Drilling Management UK, Borr Drilling Management DMCC and Borr Drilling Management AS, all being subsidiaries of the Company and incorporated in England and Wales, the United Arab Emirates and Norway respectively.

B.COMPENSATION

During the year ended December 31, 2024, we paid our Directors and executive officers aggregate compensation (including bonuses) of $5.8 million. In addition during the year ended December 31, 2024 we recognized an expense of $4.3 million relating to stock options, restricted stock units (RSUs) and performance stock units granted to certain of our Directors and executive officers and immaterial costs related to the provision of pension, retirement or similar benefits to one executive officer, as our remaining executive officer has chosen to opt out of the Company pension scheme.

See "Item 6.E. Share Ownership" for share compensation paid to executive officers during the year ended December 31, 2024.

73

---

C.BOARD PRACTICES

The Company is subject to Bermudian law regarding corporate governance. Our Board currently consists of seven Directors. A Director is not required to hold any shares in our Company by way of qualification. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our Company is required to declare the nature of the interest at a meeting of our Directors. Subject to declaring the interest and any further disclosure required by the Companies Acts, a Director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he or she may be interested therein, and if he or she does so, their vote shall be counted and may be counted in the quorum at any meeting of our Directors at which any such contract or proposed contract or arrangement is considered. The Directors may exercise all of our powers to borrow money, mortgage our undertakings, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any of our obligations or of any third party.

Our Board is elected annually by a vote of a majority of the common shares represented at the meeting at which at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) constitutes a quorum. In addition, the maximum and minimum number of Directors are determined by a resolution of our shareholders, but no less than two Directors shall serve at any given time. Each Director shall hold office until the next annual general meeting following his or her election or until his or her successor is elected.

The Directors may be re-elected. Directors stand for re-election at each annual general meeting but there is no limit on the term of office.

There are no service contracts between the Company and any member of our Board providing for the accrual of benefits, compensation or otherwise, upon termination of their employment or service.

Independence of directors

The NYSE requires that a U.S. listed company maintain a majority of independent directors. As a foreign private issuer, we are exempt from certain rules of the NYSE and are permitted to follow home country practice in lieu of the relevant provisions of the NYSE Listed Company Manual, including this NYSE requirement. As permitted under Bermuda law and our bye-laws, four members of our Board, Mrs. Alexandra Kate Blankenship, Mr. Neil Glass, Mr. Jeffrey Currie, and Mr. Dan Rabun are independent according to the NYSE’s standards for independence.

Board Committees

We have three board committees, being an audit committee, a nominating and governance committee and a compensation committee.

Audit committee

The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members, all of whom must be independent. Additionally, at least one member of the audit committee must have accounting or related financial management expertise. As a foreign private issuer, we are exempt from certain rules of the NYSE and are permitted to follow home country practice in lieu of the relevant provisions of the NYSE Listed Company Manual, including the requirement to have three members on the audit committee. Consistent with our status as a foreign private issuer and the customary practice of the jurisdiction of our incorporation, our audit committee currently consists of two members, Mrs. Alexandra Kate Blankenship and Mr. Neil Glass, who are both independent under US securities laws and NYSE standards and who both qualify as an audit committee financial expert ("ACFE") under SEC regulations relating to audit committees. Under our audit committee charter, the audit committee is responsible for overseeing the audits of the Company's financial statements, overseeing the quality and integrity of our external financial reporting, the nomination, engagement (following approval of the appointment of the auditor by the shareholders at the annual general meeting), appointment, compensation and oversight of our external auditors, reviewing, evaluating and advising the Board concerning the adequacy of our accounting systems, internal controls, compliance with legal and regulatory requirements and cybersecurity oversight.

Compensation committee

The NYSE requires, among other things, that a listed U.S. company have a compensation committee composed entirely of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. Although as a foreign private issuer we are exempt from such rules and permitted to follow home country practice, we have

74

---

established a compensation committee currently consisting of Mrs. Alexandra Kate Blankenship and Mr. Dan Rabun, who are independent Directors according to NYSE's standards for independence. The compensation committee is responsible for establishing general compensation guidelines and policies for executive employees. The compensation committee determines the compensation and other terms of employment for executive employees (including salary, bonus, equity participation, benefits and severance terms) and reviews, from time to time, our compensation strategy and compensation levels in order to ensure we are able to attract, retain and motivate executives and other employees. The compensation committee is also responsible for approving any equity incentive plans or arrangements and any guidelines or policies for the grant of equity incentives thereunder to our employees. It oversees and periodically reviews all annual bonuses, long-term incentive plans, stock options, incentive-based compensation recoupment policy, employee pension and welfare benefit plans and also reviews and makes recommendations to the Board regarding the compensation of Directors for their services to the Board.

Nominating and governance committee

The NYSE requires, among other things, that a listed U.S. company have a nominating and corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. Although as a foreign private issuer we are exempt from such rules and permitted to follow home country practice, we have established a nominating and corporate governance committee consisting of Mr. Neil Glass and Mr. Jeffrey Currie who are independent Directors according to the NYSE’s standards for independence. The nominating and governance committee is appointed by the Board to assist the Board in (i) identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board, (ii) recommending to the Board the Director nominees to stand for election at the next general meeting of shareholders, (iii) developing and recommending to the Board a set of corporate governance principles applicable to our Directors and employees, (iv) recommending committee structure, operations and reporting obligations to the Board, (v) recommending committee assignments for directors to the Board and (vi) overseeing an annual review of Board performance.

Executive sessions

The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that, if such executive sessions include any non-management Directors who are not independent, all independent directors also meet in an executive session at least once a year. Our Directors regularly hold executive sessions without management and our independent directors hold executive sessions when deemed appropriate.

D.EMPLOYEES

Employees

The table below presents our employees and contractors by function:

			As at December 31,
			2024			2023			2022
Rig Based			2,375			2,544			2,236
Shore Based			344			325			268
Total			2,719			2,869			2,504
Company Employees			2,087			1,884			1,504
Contractors			632			985			1,000
Total			2,719			2,869			2,504

These employees and contractors have extensive technical, operational and management experience in the jack-up segment of the shallow-water offshore drilling industry. The increase in the number of Company employees in the year ended December 31, 2024 is primarily a result of our shift in employment strategy in addition to the delivery and activations of our newbuildings. The decrease in the number of contractors is also a result of our shift in employment strategy and conversion to direct hires.

Some of our employees and our contracted labor are represented by collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and

75

---

have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiations. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. We consider our relationships with the various unions as stable, productive and professional.

The table below presents our employees and contractors by function as of December 31, 2024:

			Company Employees			Contractors			Total
Rig-based			1,770			605			2,375
Shore-based			317			27			344
Total			2,087			632			2,719

We seek to employ national employees and contractors wherever possible in the markets in which our rigs operate. This enables us to strengthen customer and governmental relationships, particularly with NOCs, and results in a more competitive cost base as well as relatively lower employee turnover.

E.SHARE OWNERSHIP

The following table sets forth information as of March 17, 2025 with respect to the beneficial ownership of our common shares, share options and restricted share units ("RSUs") by:

•each of our Directors and executive officers; and

•all of our Directors and executive officers as a group

The calculations in the table below are based on 244,926,821 common shares outstanding as of March 17, 2025. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

76

---

Name of Director of Officer			Common Shares Owned			Ownership (%)			Number of Options			Exercise Price ($) (1)			Option Expiry Date			Number of RSUs			RSU Vesting Date
Tor Olav Trøim (2)(3)			17,744,941			7.2%			—			—			—			27,322			September 30, 2025
Alexandra Kate Blankenship (3)			247,553			*			—			—			—			27,322			September 30, 2025
Neil Glass (3)			187,680			*			—			—			—			27,322			September 30, 2025
Dan Rabun (3)			22,556			*			—			—			—			27,322			September 30, 2025
Jeffrey Currie (3)			22,556			*			—			—			—			27,322			September 30, 2025
Patrick Schorn			1,100,000			*			1,200,000			1.66			August 12, 2026			N/A			N/A
Patrick Schorn (4)			—			*			333,334			3.66			September 1, 2027			N/A			N/A
Patrick Schorn (4)			—			*			333,333			4.41			September 1, 2027			N/A			N/A
Patrick Schorn (4)			—			*			333,333			5.16			September 1, 2027			N/A			N/A
Patrick Schorn (3)(4)			—			*			—			—			—			500,000			December 31, 2025
Patrick Schorn (3)(4)			—			*			—			—			—			250,000			December 31, 2026
Magnus Vaaler			75,000			*			550,000			1.66			August 12, 2026			N/A			N/A
Magnus Vaaler			—			*			133,334			3.66			September 1, 2027			N/A			N/A
Magnus Vaaler			—			*			133,333			4.41			September 1, 2027			N/A			N/A
Magnus Vaaler			—			*			133,333			5.16			September 1, 2027			N/A			N/A
Magnus Vaaler			—			*			300,000			6.31			November 17, 2028			N/A			N/A
Magnus Vaaler (5)			—			*			225,000			6.64			August 15, 2029			N/A			N/A
Total Directors and Officers			19,400,286			7.92%			3,675,000									886,610

(*) Represents ownership of less than 1% of our outstanding shares.

(1) Exercise prices are presented net of cash distributions declared.

(2) Represents shares owned by Drew Holding Ltd. which based on the Schedule 13G/A filed on January 30, 2025, is wholly owned by Drew Trust, a non-discretionary trust in which Tor Olav Trøim is the beneficiary.

(3) The following RSUs were granted during the year ended December 31, 2024.

(4) In addition to the shares owned and share options granted, Patrick Schorn was awarded 500,000 performance stock units in 2022 and 250,000 performance stock units in 2024. See below for additional disclosures.

(5) The following options were granted during the year ended December 31, 2024.

Long-term Incentive Program

We have adopted a long-term incentive plan and have authorized the issuance of up to 15,987,000 options pursuant to awards under our long-term incentive program. Any person who is contracted to work at least 20 hours per week in our service, the members of our Board and any person who is a member of the board of any of our subsidiaries are eligible to participate in our long-term incentive plan. The purpose of our long-term incentive program is to align the long-term financial interests of our employees and Directors with those of our shareholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies, and to provide incentives to those individuals who contribute significantly to our long-term performance and growth. To accomplish this, our long-term incentive plan permits the issuance of our shares.

The long-term incentive plan is based on the granting of options to subscribe to new securities. Such options are typically granted with a term of five years. The Board has the authority to set the subscription price, vesting periods and the terms of the options. No consideration is paid by the recipients for the options. When an individual ceases to be eligible to retain options, for example by leaving the group, unvested options lapse. Vested options must, under the same circumstances, be exercised within a certain

77

---

period after the termination date. For further details on share options please refer to Note 22 - Share Based Compensation of our Audited Consolidated Financial Statements included herein.

Performance Stock Units

On August 11, 2022, Patrick Schorn, the Company's Chief Executive Officer was awarded 500,000 performance stock units that will vest in full on September 1, 2025, subject to the Company’s share price reaching $10.00 per share on 75% of the days in the third quarter of 2025, prior to September 1, 2025 and Patrick Schorn's continued service. The Company's share price on the grant date was $3.96.

On May 30, 2024, Patrick Schorn was awarded a further 250,000 performance stock units that will vest in full on December 31, 2026, subject to achieving certain performance criteria linked to the Company's total shareholder return performance in comparison to a certain set of industry peers, in addition to Patrick Schorn's continued service.

Restricted Share Units

On May 30, 2024 the Company issued 750,000 RSUs to Patrick Schorn of which 500,000 RSU's will vest in full on December 31, 2025 and 250,000 will vest on December 31, 2026. The award is conditional upon remaining as an executive of the Company at the date of vesting.

On November 6, 2024 the Company issued 27,322 RSUs to five of our Directors, each, which will vest in full on September 30, 2025 and are conditional upon continuing to serve as a Director of the Company at the date of vesting.

Treasury shares

During the year ended December 31, 2024 we issued 112,780 of our treasury shares to various of our Directors in settlement of RSUs granted in 2023 and which vested in September 2024. See above and “Item 6.B. Compensation”. Of the total treasury shares held at December 31, 2024, we held 5,014,259 treasury shares which may be used for issuances under our long-term incentive program and for other purposes including issuance of shares to Directors as part of their annual compensation.

F.DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable. 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.MAJOR SHAREHOLDERS 

Except as specifically noted, the following table sets forth information as of March 17, 2025 with respect to the beneficial ownership of our common shares by each person known to us to own beneficially more than 5% of our total common shares.

			Common Shares (1)
Owner			Number			Percentage
Granular Capital Ltd (2)			45,165,830			18.4		%
Capital International Investors (3)			22,416,406			9.2		%
The Goldman Sachs Group, Inc. (4)			21,059,984			8.6		%
Drew Holdings Ltd. (5)			17,744,941			7.2		%
Orbis Investment Management Limited (6)			14,345,123			5.9		%
BlackRock, Inc. (7)			14,239,234			5.8		%
JPMorgan Chase & Co (8)			14,076,560			5.7		%
Cobas Asset Management, SGIIC, S.A. (9)			12,573,101			5.1		%

(1) The calculations in the table above are based on 244,926,821 common shares outstanding as of March 17, 2025.

(2) Based solely on information contained in a Schedule 13G filed on November 25, 2024 by Granular Capital Ltd.

78

---

(3) Based solely on information contained in a Schedule 13G filed on November 14, 2024 by Capital International Investors.

(4) This information is based solely on the Oslo Stock Exchange mandatory notification of trades by The Goldman Sachs Group, Inc on December 27, 2024.

(5) Represents shares owned by Drew Holding Ltd which based on Schedule 13G/A filed on January 30, 2025, is wholly owned by Drew Trust, a non-discretionary trust in which Tor Olav Trøim is the beneficiary.

(6) Based solely on information contained in a Schedule 13G filed on February 14, 2025 by Orbis Investment Management Limited.

(7) Based solely on information contained in a Schedule 13G filed on February 5, 2025 by Blackrock, Inc.

(8) This information is based solely on the Oslo Stock Exchange mandatory notification of trades by JPMorgan Chase & Co on December 23, 2024.

(9) Based solely on information contained in a Schedule 13G filed on March 10, 2025 by Cobas Asset Management, SGIIC, S.A.

To our knowledge, as of March 17, 2025, a total of 244,926,821 shares are held by 2 record holders in the United States, including Cede & Co., as nominee for the Depository Trust Company, which is the holder of record of our shares that are traded on the NYSE..

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See the section entitled “Item 10.B. Our Memorandum of Association and Bye-Laws” for historical changes in our shareholding structure.

B.RELATED PARTY TRANSACTIONS

Related party transactions that we were party to for the years ended December 31, 2024, 2023 and 2022 are described in Note 25 - Related Party Transactions of our Audited Consolidated Financial Statements included herein.

Other Relationships

Director participation in equity offering

Some Directors and executive officers of the Company participated in the equity offerings that closed on January 31, 2022, August 25, 2022 and October 24, 2023 on the same terms as other participants.

In addition, Drew Holding Ltd. which is wholly owned by Drew Trust, a non-discretionary trust in which one of our directors, Tor Olav Trøim, is the beneficiary, acquired 400,000 shares in March 2024 and 1,500,000 shares in November 2024.

The following Directors have received shares as part of their compensation in 2024:

Name of Director			December 13, 2024(1)
Tor Olav Trøim			22,556
Alexandra Kate Blankenship			22,556
Neil Glass			22,556
Dan Rabun			22,556
Jeffrey Currie			22,556
Total			112,780

(1) Shares received as settlement of RSU's which formed part of director compensation for the period of November 17, 2023 to September 30, 2024.

For further details of our shares issued as compensation to Directors see Note 26 - Stockholders' Equity of our Audited Consolidated Financial Statements included therein.

79

---

For more information on shareholdings held by all Directors and executive officers of the Company see the section entitled “Item 6.E. Share Ownership”

C.INTERESTS OF EXPERTS AND COUNSEL

Not applicable. 

ITEM 8. FINANCIAL INFORMATION

A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See “Item 18. Financial Statements” for more information on the financial statements filed as a part of this annual report.

See “Item 4.B. Business Overview—Legal Proceedings” for a discussion of legal proceedings. We may, from to time, be involved in legal proceedings and claims that arise in the ordinary course of business. A provision will be recognized in the financial statements when we believe that a liability will be probable for which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.

Dividends/cash distribution policy

Our long-term objective is to pay regular dividends/cash distributions in support of our main objective which is to provide significant returns to our shareholders. The level of our dividends/cash distributions will be guided by current earnings, market prospects, capital expenditure requirements and investment opportunities.

Any future dividends/cash distributions declared will be at the discretion of our Board of Directors and will depend upon our financial condition, earnings and other factors, such as any restrictions in our financing arrangements. Our ability to declare dividends/cash distributions is also regulated by Bermuda law, which prohibits us from paying dividends/cash distributions if, at the time of distribution, we will not be able to pay our liabilities as they fall due or the value of our assets is less than the sum of our liabilities, issued share capital and share premium.

In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and equity method investments through which we conduct our operations, our ability to pay dividends/cash distributions depends on our subsidiaries and equity method investments distributing to us their earnings and cash flows. Some of our debt instruments, including restrictions in the indenture governing the Notes, limit us from making certain distributions.

B.SIGNIFICANT CHANGES 

There have been no significant changes since the date of our Audited Consolidated Financial Statements included in this report, other than as described in Note 27 - Subsequent Events of our Audited Consolidated Financial Statements included herein.

ITEM 9. THE OFFER AND LISTING

A.OFFER AND LISTING DETAILS

Our common shares are listed on the New York Stock Exchange under the symbol “BORR.”

Please see “Item 10.B. Memorandum and Articles of Association” for a description of the rights attaching to our common shares.

B.PLAN OF DISTRIBUTION 

Not applicable. 

C.MARKETS 

Our shares are listed on the New York Stock Exchange under the symbol “BORR”

D.SELLING SHAREHOLDERS

Not applicable.

80

---

E.DILUTION

Not applicable.

F.EXPENSES OF THE ISSUE 

Not applicable. 

ITEM 10. ADDITIONAL INFORMATION

A.SHARE CAPITAL

Not applicable.

B.MEMORANDUM AND ARTICLES OF ASSOCIATION 

We are an exempted company limited by shares incorporated in Bermuda and our corporate affairs are governed by our Memorandum and Bye-Laws, the Companies Act and the common law of Bermuda. 

Our Memorandum of Association and Bye-Laws

The Memorandum of the Company is incorporated by reference as Exhibit 1.1 of this Annual Report.

The Bye-Laws of the Company, as amended, are incorporated by reference as Exhibit 1.2 to this annual report.

The following are summaries of material provisions of our Memorandum and Bye-Laws, insofar as they relate to the material terms of our shares.

Objects of Our Company 

We were incorporated by registration under the Companies Act. Our business objects, as stated in section Six of our Memorandum, are unrestricted and we have all the powers of a natural person. 

Common Shares Ownership 

Our Memorandum and Bye-Laws do not impose any limitations on the ownership rights of our shareholders. The Bermuda Monetary Authority has given a general permission for us to issue shares to nonresidents of Bermuda and for the free transferability of our shares among nonresidents of Bermuda, for so long as our shares are listed on an appointed stock exchange. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares. 

Dividends/Cash Distributions

As a Bermuda exempted company limited by shares, we are subject to Bermuda law relating to the payment of dividends/cash distributions. We may not pay any dividends/cash distributions if, at the time the dividend/cash distribution is declared or at the time the dividend/cash distribution is paid, there are reasonable grounds for believing that, after giving effect to that payment:

•we will not be able to pay our liabilities as they fall due; or

•the realizable value of our assets is less than our liabilities.

In addition, since we are a holding company with no material assets, and conduct our operations through subsidiaries, our ability to pay any dividends/cash distributions to shareholders will depend on our subsidiaries’ distributing to us their earnings and cash flow. Some of our loan agreements currently limit or prohibit our subsidiaries’ ability to make distributions to us and our ability to make distributions to our shareholders. 

Voting Rights 

81

---

Holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by our Bye-Laws, resolutions to be approved by holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present. 

Majority shareholders do not generally owe any duties to other shareholders to refrain from exercising all of the votes attached to their shares. There are no deadlines in the Companies Act relating to the time when votes must be exercised. However, our Bye-Laws provide that where a shareholder or a person representing a shareholder as a proxy wishes to attend and vote at a meeting of our shareholders, such shareholder or person must give us not less than 48 hours’ notice in writing of their intention to attend and vote.

The key powers of our shareholders include the power to alter the terms of our Memorandum and to approve and thereby make effective any alterations to our Bye-Laws made by the directors. Dissenting shareholders holding 20% of our shares may apply to the court to annul or vary an alteration to our Memorandum. A majority vote against an alteration to our Bye-Laws made by the directors will prevent the alteration from becoming effective. Other key powers are to approve the alteration of our capital, including a reduction in share capital, to approve the removal of a director, to resolve that we will be wound up or discontinued from Bermuda to another jurisdiction or to enter into an amalgamation, merger or winding up. Under the Companies Act, all of the foregoing corporate actions require approval by an ordinary resolution (a simple majority of votes cast), except in the case of an amalgamation or merger transaction, which requires approval by 75% of the votes cast, unless our Bye-Laws provide otherwise, which our Bye-Laws do. Our Bye-Laws provide that the Board may, with the sanction of a resolution passed by a simple majority of votes cast at a general meeting with the necessary quorum for such meeting of two persons at least holding or representing 33.33% of our issued shares (or the class of securities, where applicable), amalgamate or merge us with another company. In addition, our Bye-Laws confer express power on the Board to reduce its issued share capital selectively with the authority of an ordinary resolution of the shareholders.

The Companies Act provides that a company shall not be bound to take notice of any trust or other interest in its shares. There is a presumption that all the rights attaching to shares are held by, and are exercisable by, the registered holder, by virtue of being registered as a member of the company. Our relationship is with the registered holder of our shares. If the registered holder of the shares holds the shares for someone else (the beneficial owner), then the beneficial owner is entitled to the shares and may give instructions to the registered holder on how to vote the shares. The Companies Act provides that the registered holder may appoint more than one proxy to attend a shareholder meeting, and consequently where rights to shares are held in a chain the registered holder may appoint the beneficial owner as the registered holder’s proxy.

Meetings of Shareholders

The Companies Act provides that a company must have a general meeting of its shareholders in each calendar year unless that requirement is waived by resolution of the shareholders. Under our Bye-Laws, annual shareholder meetings will be held in accordance with the Companies Act at a time and place selected by the Board, provided that no such meetings can be held in Norway or the United Kingdom. Special general meetings may be called at any time at the discretion of the Board, provided that no such meetings can be held in Norway or the United Kingdom.

Annual shareholder meetings and special meetings must be called by not less than seven days’ prior written notice specifying the place, day and time of the meeting. The Board may fix any date as the record date for determining those shareholders eligible to receive notice of and to vote at the meeting.

The quorum at any annual general shareholder or special meeting is equal to at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) and any questions proposed for consideration at any general or special meeting are decided on by a simple majority of votes cast, except where a greater majority is required by the Companies Act or our Bye-Laws specifically impose special quorum requirements where the shareholders are being asked to approve the modification of rights attaching to a particular class of shares (75%) or an amalgamation or merger transaction in which case a simple majority of votes cast and the quorum necessary for such meeting shall be two persons at least holding or representing by proxy 33.33% of the issued shares of the Company (or the class, where applicable) under our Bye-Laws.

The Companies Act provides shareholders holding 10% of a Company’s voting shares the ability to request that the Board shall convene a meeting of shareholders to consider any business which the shareholders wish to be discussed by the shareholders including (as noted below) the removal of any director. However, the shareholders are not permitted to pass any resolutions relating to the management of our business affairs unless there is a pre-existing provision in the company’s bye-laws which confers such rights on the shareholders. Subject to compliance with the time limits prescribed by the Companies Act, shareholders holding 5% of the voting shares (or alternatively, 100 shareholders) may also require the directors to circulate a written statement

82

---

not exceeding 1,000 words relating to any resolution or other matter proposed to be put before, or otherwise considered during, the annual general meeting of the company.

Election, Removal and Remuneration of Directors 

The Companies Act provides that the directors shall be elected or appointed by the shareholders. A director may be elected by a simple majority vote of shareholders. A person holding more than 50% of the voting shares of the company will be able to elect all of the directors, and to prevent the election of any person whom such shareholder does not wish to be elected. There are no provisions for cumulative voting in the Companies Act or the Bye-Laws. Further, our Bye-Laws do not contain any super-majority voting requirements relating to the appointment or election of directors. The appointment and removal of directors is covered by Bye-Laws 97, 98 and 99.

There are procedures for the removal of one or more of the directors by the shareholders before the expiration of his term of office. Shareholders holding 10% or more of our voting shares may require the Board to convene a shareholder meeting to consider a resolution for the removal of a director. At least 14 days’ written notice of a resolution to remove a director must be given to the director affected, and that director must be permitted to speak at the shareholder meeting at which the resolution for his removal is considered by the shareholders. Any vacancy created by such a removal may be filled at the meeting by the election of another person by the shareholders or in the absence of such election, by the Board.

The Companies Act stipulates that an undischarged bankruptcy of a director (in any country) shall prohibit that director from acting as a director, directly or indirectly, and taking part in or being concerned with the management of a company, except with leave of the court. Bye-Law 100 is more restrictive in that it stipulates that the office of a Director shall be vacated upon the happening of any of the following events:

•If he resigns his office by notice in writing delivered to the registered office or tendered at a meeting of the Board;

•If he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;

•If he becomes bankrupt or compounds with his creditors;

•If he is prohibited by law from being a Director; or

•If he ceases to be a Director by virtue of the Companies Act or is removed from office pursuant to the company’s bye-laws.

Under our Bye-Laws, the minimum number of directors comprising the Board at any time shall be two. The Board currently consists of seven directors. The minimum and maximum number of directors comprising the Board from time to time shall be determined by way of an ordinary resolution of our shareholders. The shareholders may, at the annual general meeting by ordinary resolution, determine that one or more vacancies in the Board be deemed casual vacancies. The Board, so long as a quorum remains in office, shall have the power to fill such casual vacancies. Our directors are not required to retire because of their age, and the directors are not required to be holders of our shares. Directors serve for one year terms, and shall serve until re-elected or until their successors are appointed at the next annual general meeting.

Director Transactions

Our Bye-Laws do not prohibit a director from being a party to, or otherwise having an interest in, any transaction or arrangement with our Company or in which our Company is otherwise interested. Our Bye-Laws provide that a director who has an interest in any transaction or arrangement with us and who has complied with the provisions of the Companies Act and with our Bye-Laws with regard to disclosure of such interest shall be taken into account in ascertaining whether a quorum is present, and will be entitled to vote in respect of any transaction or arrangement in which he is so interested.

Bye-Law 111 provides our Board the authority to exercise all of our powers to borrow money and to mortgage or charge all or any part of our property and assets as collateral security for any debt, liability or obligation. However, under the Companies Act, companies may not lend money to a director or to a person connected to a director who is deemed by the Companies Act to be a director (a “Connected Person”), or enter into any guarantee or provide any security in relation to any loan made to a director or a Connected Person without the prior approval of the shareholders of the company holding in aggregate 90% of the total voting rights in the company.

83

---

Our Bye-Laws provide that no director, alternate director, officer, person or member of a committee, if any, resident representative, or his heirs, executors or administrators, which we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects or defaults of any other such person or any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title to any property acquired by us, or for the insufficiency or deficiency of any security in or upon which any of our monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default or oversight on his part, or for any other loss, damage or other misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, alternate director, officer, person or committee member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee shall be indemnified against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee’s favor, or in which he is acquitted. We are authorized to purchase insurance to cover any liability it may incur under the indemnification provisions of our Bye-Laws. Each shareholder has agreed in Bye-Law 166 to waive to the fullest extent permitted by Bermuda law any claim or right of action he might have whether individually or derivatively in the name of the company against each indemnitee in respect of any action taken by such indemnitee or the failure by such indemnitee to take any action in the performance of his duties to us.

Liquidation

In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.

Redemption, Repurchase and Surrender of Shares

Subject to certain balance sheet restrictions, the Companies Act permits a company to purchase its own shares if it is able to do so without becoming cash flow insolvent as a result. The restrictions are that the par value of the share must be charged against the company’s issued share capital account or a company fund which is available for dividend or distribution or be paid for out of the proceeds of a fresh issue of shares. Any premium paid on the repurchase of shares must be charged to the company’s current share premium account or charged to a company fund which is available for dividend or distribution. The Companies Act does not impose any requirement that the directors shall make a general offer to all shareholders to purchase their shares pro rata to their respective shareholdings. Our Bye-Laws do not contain any specific rules regarding the procedures to be followed by us when purchasing our shares, and consequently the primary source of our obligations to shareholders when we tender for our shares will be the rules of the listing exchanges on which our shares are listed. Our power to purchase our shares is covered by Bye-Laws 7, 8 and 9.

Issuance of Additional Shares 

Bye-Law 3 confers on the directors the right to dispose of any number of unissued shares forming part of our authorized share capital without any requirement for shareholder approval. 

The Companies Act and our Bye-Laws do not confer any pre-emptive, redemption, conversion or sinking fund rights attached to our common shares. Bye-Law 14 specifically provides that the issuance of more shares ranking pari passu with the shares in issue shall not constitute a variation of class rights, unless the rights attached to shares in issue state that the issuance of further shares shall constitute a variation of class rights. 

Inspection of Books and Records

The Companies Act provides that a shareholder is entitled to inspect the register of shareholders and the register of directors and officers of the company. A shareholder is also entitled to inspect the minutes of the meetings of the shareholders of the company, and the annual financial statements of the company. Our Bye-Laws do not provide shareholders with any additional rights to information, and our Bye-Laws do not confer any general or specific rights on shareholders to inspect our books and records.

Implications of Being a Foreign Private Issuer 

84

---

We are considered a “foreign private issuer.” For more information, please see the section entitled "Item 10.H. Additional Information-Documents on Display".

As a foreign private issuer, we have taken advantage of certain reduced reporting and other requirements that apply to U.S. "domestic" companies with shares registered with the SEC. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities. 

Certain Bermuda Company Considerations

Our corporate affairs are governed by our Memorandum and Bye-Laws as described above, the Companies Act and the common law of Bermuda. You should be aware that the Companies Act differs in certain material respects from the laws generally applicable to U.S. companies incorporated in the State of Delaware. Accordingly, you may have more difficulty protecting your interests under Bermuda law in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction, such as the State of Delaware. Please see Exhibit 2.1 to this Annual Report on Form 20-F.

C.MATERIAL CONTRACTS 

For more information concerning our material contracts, see “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects" and “Item 19. Exhibits" of this Annual Report.

D.EXCHANGE CONTROLS

Our common shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act 1972, and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific permission is required from the Bermuda Monetary Authority, or the BMA, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA in its policy dated June 1, 2005 provides that where any equity securities of a Bermuda company, including our common shares, are listed on an appointed stock exchange, general permission is given for the issue and subsequent transfer of any securities of a company from and/or to a nonresident, for as long as any equities securities of such company remain so listed. The NYSE is deemed to be an appointed stock exchange under Bermuda law.

Although we are incorporated in Bermuda, we are classified as a non-resident of Bermuda for exchange control purposes by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into and out of Bermuda or to pay dividends in currency other than Bermuda Dollars to U.S. residents (or other non-residents of Bermuda) who are holders of our common shares.

In accordance with Bermuda law, share certificates may be issued only in the names of corporations, individuals or legal persons. In the case of an applicant acting in a special capacity (for example, as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special capacity, we are not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust. We will take no notice of any trust applicable to any of our shares or other securities whether or not we had notice of such trust.

E.TAXATION

The following discussion of the Bermuda and U.S. federal income tax consequences of an investment in our common shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our common shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than Bermuda and the United States.

Bermuda Taxation

We are not currently subject to taxation under the laws of Bermuda. However, we note that the Bermuda Corporate Income Tax Act 2023 ("Corporate Income Tax Act") was enacted on December 27, 2023 and came into effect on January 1, 2025.

85

---

Subject to certain exceptions, Bermuda entities that are part of a multinational group will be in scope of the provisions of the Corporate Income Tax Act if, with respect a fiscal year, such group has annual revenue of EUR 750 million (equivalent) or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately prior to such fiscal year (“Bermuda Constituent Entity Group”). We expect to be in scope of the tax in 2026.

Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable on a Bermuda Constituent Entity Group for a fiscal year shall be 15% of the net taxable income of the Bermuda Constituent Entity Group, less tax credits applicable under the Corporate Income Tax Act (foreign tax credits).

Distributions we receive from our subsidiaries are also not subject to any Bermuda tax. There is no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax or estate duty or inheritance tax payable by nonresidents of Bermuda in respect of capital gains realized on a disposition of our shares or in respect of distributions they receive from us with respect to our shares. This discussion does not, however, apply to the taxation of persons ordinarily resident in Bermuda. Bermuda shareholders should consult their own tax advisors regarding possible Bermuda taxes with respect to dispositions of, and distributions on, our shares.

We had received from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacted legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, the imposition of any such tax would not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. The Corporate Income Tax Act overrides (explained below) previous assurances given under the Exempted Undertakings Tax Protection Act 1966 with the result that Borr Drilling will be in scope of Bermuda corporate income tax for 2026 onwards if the revenue threshold continues to be met.

The assurance granted by the Minister of Finance pursuant to the Tax Protection Act has been made subject to the application of any taxes payable pursuant to the Corporate Income Tax Act. Amendments were made to the Tax Protection Act by the Corporate Income Tax Act, with the consequence that liability for any taxes payable pursuant to the Corporate Income Tax Act will apply notwithstanding any prior assurance given pursuant to the Tax Protection Act.

The assurance remains applicable to other taxes that may be introduced in Bermuda. It is subject to the proviso that it is not to be construed to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967. The assurance does not exempt us from paying import duty on goods imported into Bermuda. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. We and our subsidiaries incorporated in Bermuda pay annual government fees to the Bermuda government. Bermuda currently has no tax treaties in place with other countries in relation to double-taxation or for the withholding of tax for foreign tax authorities. 

U.S. Federal Income Tax Considerations

The following discussion is a summary of the U.S. federal income tax considerations generally applicable to the ownership and disposition of our common shares by U.S. Holders (as defined below) that hold our common shares as “capital assets” (generally, property held for investment) for U.S. federal income tax purposes. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder (“Regulations”), published positions of the IRS, administrative pronouncements, court decisions and other applicable authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). No ruling has been sought from the IRS with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS would not take, or a court would not sustain, a contrary position.

This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to investors in light of their particular circumstances, or investors subject to special tax rules (including, for example, banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, dealers in securities or foreign currency, traders in securities that elect mark-to-market treatment, tax-exempt organizations (including private foundations), entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders who are not U.S. Holders, U.S. expatriates, holders who own (directly, indirectly or constructively) 10% or more of our stock (by vote or value), holders who acquire their common shares pursuant to any employee share option or otherwise as compensation, investors that hold their common shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes or investors who have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those discussed below). This discussion, moreover, does not address any U.S. state or local

86

---

or non-U.S. tax considerations or any U.S. federal estate, gift tax or alternative minimum tax considerations, or the Medicare tax on net investment income.

U.S. Holders should consult their tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of an investment in our common shares.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has validly elected to be treated as a U.S. person under the Code for U.S. federal income tax purposes.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our common shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our common shares and their partners should consult their tax advisors regarding an investment in our common shares.

Dividends

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” the gross amount of any distributions received by a U.S. Holder on our common shares will generally be subject to tax as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, and will generally be includible in the gross income of such U.S. Holder on the day actually or constructively received. Distributions in excess of our current or accumulated earnings and profits will generally be treated as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in our common shares and thereafter generally treated as capital gain. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay is generally expected to be treated as a “dividend” for U.S. federal income tax purposes.

Individual and other non-corporate U.S. Holders may be subject to tax at the lower capital gains rate applicable to “qualified dividend income,” provided that certain requirements are met, including that (i) they are eligible for the benefits of a comprehensive income tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or our common shares are treated as readily tradable on an established securities market in the United States, (ii) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend is paid and the preceding taxable year, and (iii) certain holding period requirements are met. Our common shares are listed on the New York Stock Exchange, so our common shares are expected to be readily tradable, although there can be no assurance in this regard.

For foreign tax credit purposes, dividends received on our common shares will generally be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex and their application depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under their particular circumstances.

Sale or Other Disposition of our Shares

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of common shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such common shares. Any capital gain or loss will be long-term if the U.S. Holder's holding period in respect of such common shares exceeds one year at the time of disposition and will generally be U.S. source gain or loss for U.S. foreign tax credit purposes.

87

---

Long-term capital gains of individuals and certain non-corporate U.S. Holders are currently eligible for reduced rates of taxation. The deductibility of capital losses may be subject to limitations. U.S. Holders should consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our common shares, including the availability of the foreign tax credit under their particular circumstances. 

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as the Company, will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, if, in any taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. Passive income generally includes, among other things, dividends, interest, rents, royalties and net gains from the disposition of assets that produce such income. However, passive income does not generally include income derived from the performance of services. Passive assets are those which give rise to passive income and include assets held for investment, as well as cash, assets readily convertible into cash, and (subject to certain exceptions) working capital. Our goodwill and other unbooked intangibles are taken into account and may be classified as active or passive depending on the income such assets generate or are held to generate. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly or constructively, at least 25% (by value) of its stock.

Based upon our income and assets, including goodwill and other unbooked intangibles, we believe we were not a PFIC for our most recent taxable year ended December 31, 2024, and we do not expect to be a PFIC for the current taxable year or foreseeable future taxable years. In making this determination, we believe that any income we receive from offshore drilling service contracts should not be treated as passive income under the PFIC rules and that the assets we own and utilize to generate this income should not be treated as passive assets. However, because these determinations are based on the nature of our income and assets from time to time, as well as involving the application of complex tax rules, and because our view is not binding on the courts or the IRS, no assurances can be provided that we will not be considered a PFIC for the current, or any past or future taxable years. While we do not expect to be or become a PFIC in the current or future taxable years, the determination of whether we are or will become a PFIC will depend on our income, assets and activities in each year. No assurance can be given that the composition of our income or assets will not change in a manner that could make us a PFIC in the future. Under circumstances where we determine not to deploy significant amounts of cash for capital expenditures and other general corporate purposes, our risk of becoming classified as a PFIC may substantially increase.

Because the determination of PFIC status is a fact-intensive inquiry made on an annual basis and will depend upon the composition of our assets and income, our goodwill and other unbooked intangibles, no assurance can be given that we are not or will not become classified as a PFIC. If we are classified as a PFIC for any year during which a U.S. Holder holds our common shares, we will generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such U.S. Holder holds our common shares, regardless of whether we continue to meet either of the PFIC tests described above.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our common shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules, regardless of whether we remain a PFIC, with respect to any (i) excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the common shares) and (ii) gain realized on the sale or other disposition, including an indirect disposition such as a pledge, of common shares. Under the PFIC rules:

•the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the common shares;

•amounts allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;

•amounts allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest marginal tax rate in effect for individuals or corporations, as appropriate, for that year; and

•the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

88

---

If we are a PFIC for any taxable year during which a U.S. Holder holds our common shares and any of our non-U.S. subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of each lower-tier PFIC for purposes of the application of these rules. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock. If a U.S. Holder makes a valid mark-to-market election, the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the common shares as of the close of such U.S. Holder’s taxable year over such U.S. Holder’s adjusted basis in such shares. The U.S. Holder is allowed a deduction for the excess, if any, of such U.S. Holder’s adjusted basis in the common shares over their fair market value as of the close of the taxable year. Deductions are allowable, however, only to the extent of any net mark-to-market gains on the common shares included in the U.S. Holder’s income for prior taxable years. Amounts included in the U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the common shares, will be treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the common shares, as well as to any loss realized on the actual sale or disposition of the common shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included in income with respect to such shares. The U.S. Holder’s basis in the common shares will be adjusted to reflect any such income or loss amounts. If a U.S. Holder makes a mark-to-market election, then, in any taxable year for which we are classified as a PFIC, tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us (except that the lower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid mark-to-market election and we subsequently cease to be classified as a PFIC, the U.S. Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter ("regularly traded") on a qualified exchange or other market, as defined in the applicable Regulations. For those purposes, our shares are treated as listed on a qualified exchange or other market since their listing on the New York Stock Exchange. We anticipate that our shares should qualify as being regularly traded, but no assurances may be given in this regard.

Because a mark-to-market election can be made only with respect to marketable stock, such election generally will not be available for any lower-tier PFICs that we may own. Therefore, if we are treated as a PFIC, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our common shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621 or such other form as is required by the U.S. Treasury Department. U.S. Holders should consult their tax advisors regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.

Foreign Financial Asset Reporting

A U.S. Holder may be required to report information relating to an interest in our common shares, generally by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with the U.S. Holder’s federal income tax return. A U.S. Holder may also be subject to significant penalties if the U.S. Holder is required to report such information and fails to do so. U.S. Holders should consult their tax advisors regarding information reporting obligations, if any, with respect to ownership and disposition of our common shares.

F.DIVIDENDS AND PAYING AGENTS

Not applicable.

G.STATEMENT BY EXPERTS

Not applicable. 

H.DOCUMENTS ON DISPLAY

89

---

We will file reports and other information with the Commission. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with it.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file annual reports on Form 20-F and furnish reports on Form 6-K with the SEC. All information filed and furnished with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov.

Our information filed with or furnished to the SEC is available free of charge through our website (www.borrdrilling.com). The information contained on our website is not a part of this annual report.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. While we furnish proxy statements to shareholders, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. Our executive officers, directors and principal shareholders are also exempt from the reporting and short-swing profit recovery provisions contained in section 16 of the Exchange Act. As a foreign private issuer, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with regulation FD, which restricts the selective disclosure of material information. Our audited financial statements are prepared in accordance with U.S. GAAP.

I.SUBSIDIARY INFORMATION

Not applicable. 

J.ANNUAL REPORT TO SECURITY HOLDERS

Not applicable. 

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rate and foreign currency exchange risks. The following section provides qualitative and quantitative disclosures on the effect that these risks could have upon us. The below quantitative analysis provides information regarding our exposure to foreign currency risk.

Interest Rate Risk

As of December 31, 2024, all of our debt obligations are on fixed interest rates, therefore we are currently not exposed to the impact of interest rate changes. Under our RCF, undrawn as of December 31, 2024, we are exposed to the impact of interest rate changes as we are required to make interest payments based on SOFR plus associated margins. Significant increases in interest rates could adversely affect our future results of operations and cash flows should we elect to drawdown on this facility.

We may utilize derivative instruments to manage interest rate risk in the future, but we are not engaged in derivative transactions for speculative or trading purposes.

For disclosure of the fair value of our debt obligations outstanding as of December 31, 2024, refer to Note 24 - Financial Instruments of our Audited Consolidated Financial Statements included herein.

Foreign Currency Risk

The majority of our transactions are denominated in U.S. dollars, our functional currency. Periodically, we may be exposed to foreign currency exchange fluctuations as a result of expenses incurred associated with our international operations. This risk primarily pertains to our rig operating and maintenance expenses and our general and administrative expenses, which includes transactions denominated in primarily Mexican Pesos, British Pounds, Saudi Riyal, Central African CFA Francs, Thai Baht, United Arab Emirates Dirham, Malaysian Ringgit, Euros, Singaporean Dollars and Norwegian Kroner. We do not have any non-U.S. dollar debt and thus are not exposed to currency risk related to debt.

90

---

Our primary currency exchange rate risk management strategy involves structuring certain customer contracts to provide for payment from the customer in a combination of both U.S. dollars and local currency. The payment portion denominated in local currency is based on anticipated local currency requirements over the contract term. Due to various factors, including customer acceptance, local banking laws, other statutory requirements, local currency convertibility and the impact of inflation on local costs, actual local currency needs may vary from those anticipated in the customer contracts, resulting in partial exposure to currency exchange rate risk. Further, we may utilize foreign currency forward exchange contracts to manage foreign exchange risk. We are not engaged in derivative transactions for speculative or trading purposes.

The net foreign currency exchange impact resulting from our international operations has not historically had a material impact on our operating results with a foreign exchange loss of $3.7 million for the year ended December 31, 2024 recognized within "Other financial expenses, net" in our Consolidated Statements of Operations.

For the year ended December 31, 2024, a hypothetical ten percent adverse change in the exchange rates against the U.S. dollar would result in an increase of $19.3 million in our rig operating and maintenance expenses and general and administrative expenses, combined. The sensitivity analysis is based on an average ten percent increase in all foreign exchange currencies applied against the foreign currency transactions for the period thereby assuming foreign exchange rates change in a parallel manner, and assumes unchanged market conditions other than exchange rates, such as volatility and interest rates. For this reason, it is purely indicative.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.DEBT SECURITIES

Not applicable.

B.WARRANTS AND RIGHTS

Not applicable.

C.OTHER SECURITIES

Not applicable.

D.AMERICAN DEPOSITORY SHARES

Not applicable.

91

---

PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13(a)-15(i) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined by Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets, that could have a material effect on the financial statements.

Our management has assessed the effectiveness of internal control over financial reporting as of December 31, 2024 based on the criteria established in "Internal Control—Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment and criteria, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

The Company’s independent registered public accounting firm has issued an attestation report on management's assessment of the effectiveness of the Company’s internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, a United Kingdom entity ("PwC UK"), an independent registered public accounting firm, as stated in their report which appears on page F-2 of our consolidated financial statements included herein.

Changes in Internal Control over Financial Reporting

92

---

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.    [RESERVED]

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

Based on the qualifications and relevant experience described in "Item 6.A. Directors and Senior Management", our board of Directors has determined that Mrs. Alexandra Kate Blankenship and Mr. Neil Glass each qualify as an audit committee financial expert as defined in Item 16A. of Form 20-F under the Exchange Act and are independent in accordance with SEC rule 10A-3 pursuant to Section 10A of the Securities Exchange Act of 1934 and NYSE listed company independence requirements applicable to audit committee members.

ITEM 16B.CODE OF ETHICS

Our Board has established a code of business conduct and ethics applicable to our employees, directors and officers. Any waiver of this code may be made only by our Board and is required to be promptly disclosed pursuant to applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Our code of business conduct and ethics is publicly available on our website at www.borrdrilling.com and is reviewed on an annual basis. We will provide any persons, free of charge, a copy of our code of ethics upon written request to our registered office.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees and services

Effective from their appointment at the Annual General Meeting on September 17, 2019, the Company's shareholders approved the engagement of PwC UK, as the Company's independent registered public accounting firm.

Our audit committee charter requires that all audit and non-audit services provided by our independent registered public accounting firm are pre-approved by our audit committee. In particular, pursuant to our audit committee charter, the chair of the audit committee shall pre-approve all audit services to be provided to Borr Drilling, whether provided by our independent registered public accounting firm or other firms. Any decision of the chair of the audit committee to pre-approve audit or non-audit services shall be presented to the audit committee.

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by PwC UK and other member firms within the PwC network for the years ended December 31, 2024 and 2023:

						Year ended December 31,
(In millions of $)						2024			2023
Audit fees(1)						1.4			1.6
Audit-related fees(2)						0.3			0.7
Tax fees(3)						0.1			0.2
Total						1.8			2.5

(1) Includes fees billed or accrued for professional services rendered by the principal accountant, and member firms in their respective network, for the audit of our annual financial statements, and those of our consolidated subsidiaries, as well as additional services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, except for those not required by statute or regulation.

(2) Audit-related fees for the year ended December 31, 2024, principally related to fees in connection with the review of our quarterly 6-K filings whereas audit-related fees for the year ended December 31, 2023 principally related to fees in connection with the review of our quarterly 6-K filings, fees associated with our debt re-financing and fees in connection with our ATM program.

(3) Tax fees consist of fees for professional services rendered during the fiscal year by the principal accountant mainly for tax compliance and assistance with tax audits and appeals.

93

---

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On December 8, 2023 the Board approved a share repurchase program for the Company’s shares, to be purchased in the open market which was limited to a total amount of $100.0 million. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors including available liquidity and limits under debt instruments and as permitted by securities laws and other legal requirements. The authorization does not have a fixed expiration and the repurchase program may be suspended or discontinued at any time.

Details of shares repurchased under our approved share purchase program during the year ended December 31, 2024:

Period			Total number of shares purchased			Average price paid per share			Total number of shares purchased as part of publicly announced plans or programs (1)			Approximate value of shares that may yet be purchased under the plans or programs
November 1 to November 30, 2024			2,466,281			$	4.06		2,466,281			$	89,213,221
December 1 to December 31, 2024			2,620,505			$	3.75		2,620,505			$	79,377,869
Total			5,086,786			$	3.90		5,086,786			$	79,377,869

(1) On December 8, 2023, the Board approved a share repurchase program for a total amount of $100.0 million.

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G.CORPORATE GOVERNANCE

Pursuant to Section 303A.11 of the NYSE listing standards, as a foreign private issuer, we are permitted to follow our home country (Bermuda) practices in lieu of certain NYSE corporate governance requirements.

Set forth below is a brief summary of the significant differences between our corporate governance practices and those required to be followed by U.S. domestic companies under NYSE rules. 

Audit Committee. NYSE listing standards require, among other things, that a listed U.S. company have an audit committee with a minimum of three members, all of whom are independent. Our audit committee consists of two independent Directors, Alexandra Kate Blankenship and Neil Glass. Our audit committee complies with Rule 10A-3 under the Securities Exchange Act of 1934, and Bermuda law.

Shareholder Approval Requirements. NYSE listing standards require that a listed U.S. company obtain prior shareholder approval for (i) issuances of shares exceeding 20% of the number of shares or voting power outstanding, issuances of shares to certain related parties or entities in which a related party has an interest or approval of equity compensation plans or material revisions thereto, or (ii) the approval of, and material revisions to, equity compensation plans. As permitted under Bermuda law and our bye-laws, we do not seek such shareholder approval prior to such issuances or approval of equity compensation plans or material revisions thereto.

ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

94

---

Not applicable.

ITEM 16J.     INSIDER TRADING POLICIES

We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by our officers, directors, board members, employees (full and part-time), and consultants that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards.

A copy of our Insider Trading Policy is included as Exhibit 11.1 to this Annual Report on Form 20-F.

ITEM 16K.     CYBERSECURITY

Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program designed to safeguard the confidentiality, integrity, and availability of systems, data, and applications. Our cybersecurity risk management program includes processes and controls designed to assess, identify, and manage cybersecurity risks, which is integrated into our overall enterprise risk management system and processes.

We have developed our program in accordance with the standards outlined in the International Organization for Standardization and the International Electrotechnical Commission (ISO/IEC) 27001. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the ISO/IEC standards as guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program includes:

a.Risk Assessment: Defined in the information security management system (ISMS), it is designed to help identify, analyze, and prioritize material cybersecurity risks to our critical systems, information, and our broader enterprise IT environment;

b.External Service Providers: we collaborate with third-party security specialists, where applicable, to enhance the effectiveness of our cybersecurity processes and controls. We have processes to oversee and identify risks associated with third-party service providers embedded as part of our risk management program and following up on due diligence and contractual obligations;

c.Incident Response Plan: a defined plan that include processes and procedures for prevention, detection, mitigation and remediation of our cybersecurity incidents; and

d.Security Awareness Campaigns: Campaigns via various channels (e.g. trainings, direct email, screen savers, etc.) to educate personnel about cybersecurity risks and threat awareness.

Based on the information we have, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition during 2024. However, the scope and impact of any future incident cannot be predicted. See “Item 3D – Risk Factors” for more information on cybersecurity risks.

Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. The Board has delegated the oversight of cybersecurity risk management program to management through the ISMS Forum. The ISMS Forum conducts periodic reviews to assess the performance of our ISMS as part of the ISO/IEC 27001 standards and actively participates in these reviews, where cybersecurity risks and metrics are evaluated amongst other strategic considerations. This approach is intended to ensure that management is actively involved in all matters related to cyber security and is making risk-based decisions.

The ISMS Forum provides updates on a quarterly basis to the Board of Directors on key components of our program and our cybersecurity risks and updates the Board, as necessary, regarding any material cybersecurity incidents.

Our IT organization, which is headed by our IT Director and a member of the ISMS Forum, is responsible for assessing and managing material risks from cybersecurity threats. Our IT Director has over 20 years of IT operational, tactical and strategical experience including IT infrastructure library and ISO 27001 with over 10 years being in the offshore drilling industry. Our IT

95

---

organization cooperates with a third-party cybersecurity partner who provides IT services and support. Our IT organization has primary responsibility for our prevention, detection, mitigation, and remediation of our cybersecurity incidents and our overall cybersecurity risk management program and is supported by a trusted cybersecurity partner. Our IT organization has members with over 15 years of experience in the areas of information security, digital transformation, and enterprise risk management across multiple industries.

PART III

ITEM 17.    FINANCIAL STATEMENTS 

Please see "Item 18. Financial Statements".

ITEM 18.    FINANCIAL STATEMENTS

The following financial statements listed below and set forth on the F-pages filed as part of this Annual Report.

96

---

ITEM 19.    EXHIBITS

Index to Exhibits

Exhibit Number			Description of Document
1.1*			Memorandum of Association of Borr Drilling (incorporated by reference from Exhibit 3.1 of the Registration Statement, filed on Form F-1, dated July 10, 2019)
1.2*			Amended and Restated Bye-Laws adopted on September 27, 2019 (incorporated by reference from Exhibit 1.2 of the Company's Annual Report on Form 20-F for the year ended December 31, 2021)
2.1*			Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference from Exhibit 2.1 of the Company's Annual Report on Form 20-F for the year ended December 31, 2021)
4.1#*			Indenture, dated November 7, 2023, among Borr IHC Limited, the Company and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as security agent (incorporated by reference from Exhibit 4.13 of the Company’s Form 6-K filed with the SEC on November 16, 2023)
4.2#**			First Supplemental Indenture, dated September 27, 2024, among Borr IHC Limited and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee and Wilmington Trust (London) Limited, as security agent
4.3#**			Second Supplemental Indenture, dated October 14, 2024, among Borr IHC Limited and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee and Wilmington Trust (London) Limited, as security agent
4.4#**			Third Supplemental Indenture, dated November 8, 2024, among Borr IHC Limited and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee and Wilmington Trust (London) Limited, as security agent
4.5#**			Fourth Supplemental Indenture, dated December 18, 2024, among Borr IHC Limited and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee and Wilmington Trust (London) Limited, as security agent
4.6#**			Fifth Supplemental Indenture, dated January 7, 2025, among Borr IHC Limited and certain subsidiaries of the Company named therein, BNY Mellon Corporate Trustee Services Limited as trustee and Wilmington Trust (London) Limited, as security agent
4.7#*			Revolving Credit Facility, dated November 7, 2023, among, the Company and Borr IHC Limited (as borrowers and guarantors) and, among others, DNB Bank ASA and Citibank N.A., Jersey Branch (as original lenders), DNB Bank ASA (as facility agent) and Wilmington Trust (London) Limited (as security agent) (incorporated by reference from Exhibit 4.14 of the Company’s Form 6-K filed with the SEC on November 16, 2023)
4.8#**			Amendment Agreement to Revolving Credit Facility, dated July 30, 2024, among, the Company and Borr IHC Limited (as borrowers and guarantors) and, among others, DNB Bank ASA (as facility agent) and Wilmington Trust (London) Limited (as security agent)

97

---

Exhibit Number			Description of Document
4.9*			Bond Terms for Borr Drilling Limited $250,000,000 5% Senior Unsecured Convertible Bonds 2023/2028 (incorporated by reference from Exhibit 4.10 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)
4.10#**			Amendment and Restatement Agreement for the Bond Terms of Borr Drilling Limited $250,000,000 5% Senior Unsecured Convertible Bonds 2023/2028.
8.1**			List of Subsidiaries of Borr Drilling Limited.
11.1**			Insider Trading Policy
12.1**			Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
12.2**			Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
13.1**			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
15.1**			Consent of PricewaterhouseCoopers LLP - Independent Registered Public Accounting Firm
97.1*			Compensation (Clawback) Recovery Policy (incorporated by reference from Exhibit 9.7 of the Company's Annual Report on Form 20-F for the year ended December 31, 2023)
101.INS**			XBRL Instance Document.
101.SCH**			XBRL Taxonomy Extension Schema Document.
101.CAL**			XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**			XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**			XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**			XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

			*			Previously filed.
			**			Filed herewith.
			#			Portions of this exhibit have been omitted because such portions are both not material and the registrant customarily and actually treats the redacted information as private and confidential. The omissions have been indicated by Asterisks (“[***]”).

98

---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

			Borr Drilling Limited
			(Registrant)
			By:			/s/ Magnus Vaaler
			Name:			Magnus Vaaler
Date: March 25, 2025			Title:			Principal Financial Officer

99

---

BORR DRILLING LIMITED

INDEX TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1128)			F-2
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			F-4
Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2024, 2023 and 2022			F-5
Consolidated Balance Sheets as of December 31, 2024 and 2023			F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			F-7
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022			F-9
Notes to the Audited Consolidated Financial Statements			F-10

F-1

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Borr Drilling Limited

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Borr Drilling Limited and its subsidiaries (the “Company”) as of December 31, 2024 and December 31, 2023, and the related consolidated statements of operations, comprehensive income/(loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Jack-up drilling rigs impairment assessment

As described in Notes 2 and 14 to the consolidated financial statements, the carrying amount of the Company’s jack-up drilling rigs as of December 31, 2024, was $2,823.2 million. Management uses judgment in considering if events or changes in circumstances indicate that the carrying amount of jack-up drilling rigs may not be recoverable. When indicators are present, management determines recoverability by comparing the carrying amount of an asset to the estimated undiscounted cash flows of the asset. If the total of the undiscounted cash flows is less than the carrying amount, an impairment loss is recognized as the difference between the carrying amount of the asset and its fair value. In determining estimated cash flows, utilization and dayrate revenues are significant assumptions. Management concluded that indicators of impairment existed for thirteen jack-up rigs and performed a recoverability assessment, however no impairment loss was recognized during the year ended December 31, 2024, as the estimated undiscounted cash flows were higher than the carrying amounts of the associated jack-up rigs.

The principal considerations for our determination that performing procedures relating to the jack-up drilling rigs impairment assessment is a critical audit matter are (i) the significant judgment by management in determining whether any events or circumstances existed which would indicate that the carrying value of the jack-up drilling rigs might not be recoverable and developing the estimated undiscounted cash flows; and (ii) the high degree of auditor judgment, subjectivity and effort in performing audit procedures to evaluate management’s assumptions related to utilization and dayrate revenues.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of indicators of impairment and development of recoverability estimates. These procedures also included, among others, (i) evaluating the appropriateness and completeness of management’s judgments for determining whether indicators of impairment existed; (ii) testing management’s process for developing the jack-up rigs recoverability assessment; (iii) evaluating the appropriateness of the model used by management; (iv) testing the completeness and accuracy of underlying data in the model; and (v) evaluating the reasonableness of significant assumptions related to expected future utilization and dayrate revenues used in the estimated undiscounted cash flows. Evaluating management’s assumptions related to future utilization and dayrate revenues involved evaluating whether the assumptions used by management were reasonable considering past performance of the jack-up drilling rigs, contracted future revenues, macroeconomic conditions, industry forecasts, and management’s historical forecasting accuracy.

/s/ PricewaterhouseCoopers LLP

Watford, United Kingdom

March 25, 2025

We have served as the Company’s auditor since 2019.

F-3

---

BORR DRILLING LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(In $ millions, except per share data)			Notes			2024			2023			2022
Operating revenues
Dayrate revenue			4			848.2			642.0			358.7
Bareboat charter revenue			4,15			90.8			—			—
Management contract revenue			4			36.6			—			—
Related party revenue			4,25			35.0			129.6			85.1
Total operating revenues						1,010.6			771.6			443.8
Gain on disposals			6			0.4			0.6			4.2
Operating expenses
Rig operating and maintenance expenses						(456.4)			(359.3)			(264.9)
Depreciation of non-current assets			14			(131.2)			(117.4)			(116.5)
Impairment of non-current assets			13,14			—			—			(131.7)
General and administrative expenses						(49.2)			(45.1)			(36.8)
Total operating expenses						(636.8)			(521.8)			(549.9)
Operating income / (loss)						374.2			250.4			(101.9)
Other non-operating income						—			—			2.0
(Loss) / income from equity method investments			7			(1.2)			4.9			1.2
Financial income (expenses), net
Interest income						6.4			4.9			5.4
Interest expense			8			(211.7)			(177.2)			(139.2)
Other financial expenses, net			9			(27.4)			(26.9)			(41.9)
Total financial expenses, net						(232.7)			(199.2)			(175.7)
Income / (loss) before income taxes						140.3			56.1			(274.4)
Income tax expense			10			(58.2)			(34.0)			(18.4)
Net income / (loss) attributable to stockholders of Borr Drilling Limited						82.1			22.1			(292.8)
Income / (loss) per share
Basic income / (loss) per share			11			0.33			0.09			(1.64)
Diluted income / (loss) per share			11			0.32			0.09			(1.64)
Weighted-average shares outstanding, basic			11			250,891,106			244,270,405			178,404,637
Weighted-average shares outstanding, diluted			11			254,464,295			248,150,614			178,404,637

The accompanying notes are an integral part of these Audited Consolidated Financial Statements.

F-4

---

BORR DRILLING LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(In $ millions)			Notes			2024			2023			2022
Net income / (loss)						82.1			22.1			(292.8)
Other comprehensive income						—			—			—
Total comprehensive income / (loss)						82.1			22.1			(292.8)
Comprehensive income / (loss) attributable to:
Stockholders of Borr Drilling Limited						82.1			22.1			(292.8)
Total comprehensive income / (loss)						82.1			22.1			(292.8)

The accompanying notes are an integral part of these Audited Consolidated Financial Statements.

F-5

---

BORR DRILLING LIMITED

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023

(In $ millions, except per share data)			Notes			2024			2023
Assets
Current assets
Cash and cash equivalents						61.6			102.5
Restricted cash						0.9			0.1
Trade receivables, net						184.3			56.2
Prepaid expenses						8.4			11.0
Deferred mobilization and contract preparation cost			5			40.6			39.4
Accrued revenue			5			107.7			73.7
Due from related parties			25			85.1			95.0
Other current assets			12			28.0			32.0
Total current assets						516.6			409.9
Non-current assets
Property, plant and equipment						2.8			3.5
Newbuildings			13			—			5.4
Jack-up drilling rigs, net			14			2,823.2			2,578.3
Equity method investments			7			14.5			15.7
Other non-current assets			16			62.5			67.3
Total non-current assets						2,903.0			2,670.2
Total assets						3,419.6			3,080.1
Liabilities and equity
Current liabilities
Trade payables						81.6			35.5
Accrued expenses			17			68.0			77.0
Short-term accrued interest and other items						30.6			42.3
Short-term debt			19			118.1			82.9
Short-term deferred mobilization, demobilization and other revenue			5			27.1			59.5
Other current liabilities			18			84.2			63.2
Total current liabilities						409.6			360.4
Non-current liabilities
Long-term debt			19			1,992.5			1,618.8
Long-term deferred mobilization, demobilization and other revenue			5			21.0			56.6
Other non-current liabilities						3.2			5.8
Onerous contracts			20			—			54.5
Total non-current liabilities						2,016.7			1,735.7
Total liabilities						2,426.3			2,096.1
Commitments and contingencies			21
Stockholders’ equity
Share Capital - Common shares of par value $0.10 per share: authorized 315,000,000 (2023: 315,000,000), issued 264,080,391 (2023: 264,080,391) and outstanding 244,926,821 (2023: 252,582,036) shares			26			26.5			26.5
Treasury shares						(20.9)			(8.9)
Additional paid in capital						340.8			337.2
Contributed surplus						1,923.7			1,988.1
Accumulated deficit						(1,276.8)			(1,358.9)
Total equity						993.3			984.0
Total liabilities and equity						3,419.6			3,080.1

The accompanying notes are an integral part of these Audited Consolidated Financial Statements.

F-6

---

BORR DRILLING LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(In $ millions)			Notes			2024			2023			2022
Cash flows from operating activities
Net income / (loss)						82.1			22.1			(292.8)
Adjustments to reconcile net income / (loss) to net cash provided by / (used in) operating activities:
Non-cash compensation expense related to stock based and directors' compensation			22			9.1			5.6			2.6
Depreciation of non-current assets			14			131.2			117.4			116.5
Impairment of non-current assets			14			—			—			131.7
Amortization of deferred mobilization and contract preparation costs						55.7			44.6			36.7
Amortization of deferred mobilization, demobilization and other revenue						(96.9)			(61.9)			(22.1)
Gain on disposal of assets			6			(0.4)			(0.6)			(4.2)
Amortization of debt discount			8			6.8			1.0			—
Amortization of debt premium			8			(1.3)			—			—
Amortization of deferred finance charges			8			11.5			21.3			7.9
Bank commitment, guarantee and other fees						—			(2.9)			15.7
Effective interest rate adjustments						—			(19.7)			2.8
Loss / (income) from equity method investments			7			1.2			(4.9)			(1.2)
Deferred income tax			10			0.7			(16.5)			(2.1)
Change in assets and liabilities
Amounts due from related parties						4.0			(29.4)			(17.0)
Accrued expenses						(8.9)			2.1			89.8
Accrued interest						(5.4)			(66.1)			(35.8)
Other current and non-current assets						(218.2)			(107.7)			(139.2)
Other current and non-current liabilities						106.1			44.9			173.2
Net cash provided by / (used in) operating activities						77.3			(50.7)			62.5
Cash flows from investing activities
Purchase of property, plant and equipment						(0.5)			(1.5)			(1.8)
Proceeds from sale of fixed assets			6			—			—			0.7
Repayment of loan from equity method investments			7			—			9.8			—
Additions to newbuildings						(354.1)			(1.3)			—
Additions to jack-up drilling rigs						(54.8)			(111.2)			(81.5)
Net cash used in investing activities						(409.4)			(104.2)			(82.6)
Cash flows from financing activities
Proceeds from share issuance, net of issuance costs			26			—			58.1			298.1
Repayment of debt (1)			19			(286.1)			(1,800.6)			(355.5)
Cash distributions paid			26			(76.3)			—			—
Debt proceeds, gross of premium / (net of discount) and issuance costs			19			672.0			1,881.5			150.0
Purchase of treasury shares			26			(19.9)			(0.8)			—
Proceeds from exercise of share options						2.3			0.8			—
Net cash provided by financing activities						292.0			139.0			92.6
Net (decrease) / increase in cash, cash equivalents and restricted cash						(40.1)			(15.9)			72.5
Cash, cash equivalents and restricted cash at beginning of the year						102.6			118.5			46.0
Cash, cash equivalents and restricted cash at end of the year						62.5			102.6			118.5

(1) Included in repayment of debt is the redemption premium on the amortization payments made on our Senior Secured Notes due in 2028 and 2030.

F-7

---

Supplementary disclosure of cash flow information

(In $ millions)			2024			2023			2022
Interest paid			(186.9)			(217.4)			(83.9)
Income taxes paid			(55.2)			(38.2)			(16.2)
Non-cash offset of trade receivables and jack-up rigs			(9.3)			—			—
Non-cash offset of debt and jack-up rigs			—			—			(87.0)
Non-cash offset of accrued interest and jack-up rigs			—			—			(33.0)
Issuance of debt as non-cash settlement of financing fee			—			—			8.2

Supplemental note to the consolidated statements of cash flows

The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:

(In $ millions)			2024			2023			2022			2021
Cash and cash equivalents			61.6			102.5			108.0			34.9
Restricted cash			0.9			0.1			2.5			3.3
Non-current restricted cash			—			—			8.0			7.8
Total cash and cash equivalents and restricted cash			62.5			102.6			118.5			46.0

The accompanying notes are an integral part of these Audited Consolidated Financial Statements.

F-8

---

BORR DRILLING LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(In $ millions, except share numbers)			Number of Outstanding Shares			Share Capital			Treasury Shares			Additional Paid in Capital			Contributed Surplus			Accumulated Deficit						Total Equity
Consolidated balance at January 1, 2022			136,811,842			13.8			(13.7)			1,978.0			—			(1,088.2)						889.9
Issue of common shares			92,046,404			9.2			—			304.6			—			—						313.8
Equity issuance costs			—			—			—			(15.7)			—			—						(15.7)
Stock based compensation			90,822			—			3.9			(1.3)			—			—						2.6
Shares cancelled			(981)			—			—			—			—			—						—
Total comprehensive loss			—			—			—			—			—			(292.8)						(292.8)
Consolidated balance at December 31, 2022			228,948,087			23.0			(9.8)			2,265.6			—			(1,381.0)						897.8
Issue of common shares			23,260,063			3.5			(1.2)			59.0			—			—						61.3
Equity issuance costs			—			—			—			(1.7)			—			—						(1.7)
Repurchase of treasury shares			(125,000)			—			(0.8)			—			—			—						(0.8)
Convertible debt issuance cost			—			—			—			10.9			—			—						10.9
Reduction in share premium / APIC			—			—			—			(2,000.0)			2,000.0			—						—
Stock based compensation			498,886			—			2.9			3.4			—			—						6.3
Distributions to shareholders			—			—			—			—			(11.9)			—						(11.9)
Total comprehensive income			—			—			—			—			—			22.1						22.1
Consolidated balance at December 31, 2023			252,582,036			26.5			(8.9)			337.2			1,988.1			(1,358.9)						984.0
Movement in treasury shares			(3,582,581)			—			(0.4)			0.4			—			—						—
Repurchase of treasury shares			(5,086,786)			—			(19.9)			—			—			—						(19.9)
Stock based compensation			1,014,152			—			8.3			3.2			—			—						11.5
Distributions to shareholders			—			—			—			—			(64.4)			—						(64.4)
Total comprehensive income			—			—			—			—			—			82.1						82.1
Consolidated balance at December 31, 2024			244,926,821			26.5			(20.9)			340.8			1,923.7			(1,276.8)						993.3

The accompanying notes are an integral part of these Audited Consolidated Financial Statements.

F-9

---

BORR DRILLING LIMITED

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General

Borr Drilling Limited was incorporated in Bermuda on August 8, 2016. We are listed on the New York Stock Exchange ("NYSE") under the ticker “BORR” and we were listed on the Oslo Stock Exchange ("OSE") until December 30, 2024. Borr Drilling Limited is an international offshore drilling contractor providing services to the oil and gas industry. Our primary business is the ownership, contracting and operation of modern jack-up drilling rigs for operations in shallow-water areas (i.e., in water depths of approximately 400 feet), including the provision of related equipment and work crews to conduct drilling of oil and gas wells and workover operations for exploration and production customers. As of December 31, 2024, we had 24 premium jack-up rigs.

As used herein, and unless otherwise required by the context, the terms “Company”, “Borr”, “we,” “Group”, “our” and words of similar nature refer to Borr Drilling Limited and its consolidated companies. The use herein of such terms as “group”, “organization”, “we”, “us”, “our” and “its”, or references to specific entities, is not intended to be a precise description of corporate relationships.

Note 2 - Basis of Preparation and Accounting Policies

Basis of preparation

The audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Amounts are presented in United States Dollars (“U.S. dollar or $”) rounded to the nearest million, unless otherwise stated.

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period's presentation.

Principles of consolidation

A variable interest entity (“VIE”) is defined by the accounting standard as a legal entity where either (a) equity interest holders, as a group, lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to direct the activities that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Investments in entities in which we directly or indirectly hold more than 50% of the voting control and meeting criteria (a) and (b) above in regards to requirements to consolidate a VIE are consolidated in the financial statements. All intercompany balances and transactions are eliminated. The non-controlling interests of subsidiaries are included in the Consolidated Balance Sheets and Consolidated Statements of Operations as “Non-controlling interests".

Foreign currencies

The Company and the majority of its subsidiaries use the U.S. dollar as their functional currency as the majority of their revenues and expenses are denominated in U.S. dollars. Accordingly, the Company’s reporting currency is also U.S. dollars. For subsidiaries that maintain their accounts in currencies other than U.S. dollars, the Company uses the current method of translation whereby the statement of operations is translated using the average exchange rate for the period and the assets and liabilities are translated using the period end exchange rate.

Transactions in foreign currencies are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction. Gains and losses on foreign currency transactions are included in "Other financial (expenses) income, net" in the Consolidated Statements of Operations.

F-10

---

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In assessing the recoverability of our jack-up rigs' carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual or scrap values, utilization, dayrates, operating and maintenance expenses and capital expenditures.

Fair value measurements

We account for fair value measurement in accordance with the accounting standards guidance using fair value to measure assets and liabilities. The guidance provides a single definition for fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

Revenue

The Company performs services that represent a single performance obligation under its drilling contracts. This performance obligation is satisfied over time. The Company earns revenues primarily by performing the following activities: (i) providing the drilling rig, work crews, related equipment and services necessary to operate the rig (ii) delivering the drilling rig by mobilizing to and demobilizing from the drilling location, and (iii) performing certain pre-operating activities, including rig preparation activities or equipment modifications required for the contract.

The Company recognizes revenues earned under drilling contracts based on variable dayrates, which range from a full operating dayrate to lower rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities performed during the contract. The total transaction price is determined for each individual contract by estimating both fixed and variable consideration expected to be earned over the firm term of the contract and may include the blending of rates when a contract has operating dayrates that change over the firm term of the contract. Such dayrate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore is recognized as the Company performs the services.

The Company recognizes revenues earned in relation to contract management agreements where we provide rig operational and maintenance support services to third parties based either on a cost-plus or dayrate basis. Such consideration is attributed to the distinct time period to which it relates within the contract term, and therefore is recognized as the Company performs the services.

The Company recognizes revenues earned in relation to certain bareboat charter agreements where we lease our owned rigs to third parties based on fixed daily rates, which range from operating rates to stand-by rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities performed during the contract. The total transaction price is determined for each individual contract by estimating both fixed and variable consideration expected to be earned over the firm term of the contract and may include the blending of rates when a contract has fixed daily rates that change over the firm term of the contract. Such fixed daily rate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore is recognized as the Company performs the services.

The Company recognizes reimbursement revenues and the corresponding costs, gross, at a point in time, as the Company provides the customer-requested goods and services, when such reimbursable costs are incurred while performing drilling operations. Reimbursable revenues are recognized in “Dayrate revenue” in the Consolidated Statement of Operations.

Prior to performing drilling operations, the Company may receive pre-operating revenues, on either a fixed lump-sum or variable dayrate basis, for mobilization, contract preparation, customer-requested goods and services or capital upgrades or other upfront payments, which the Company recognizes over time in line with the satisfaction of the performance obligation. These activities are not considered to be distinct within the context of the contract and therefore, the associated revenue is allocated to the overall performance obligation and recognized ratably over the expected term of the related drilling contract. We record a contract liability for mobilization fees received, which is amortized ratably to dayrate revenue as services are rendered over the initial term of the related drilling contract.

F-11

---

We may receive fees (on either a fixed lump-sum or variable dayrate basis) for the demobilization of our rigs. Demobilization revenue expected to be received upon contract completion is estimated as part of the overall transaction price at contract inception and recognized over the term of the contract. In most of our contracts, there is uncertainty as to the likelihood and amount of expected demobilization revenue to be received as the amount may vary dependent upon whether or not the rig has additional contracted work following the contract. Therefore, the estimate for such revenue may be constrained, depending on the facts and circumstances pertaining to the specific contract. We assess the likelihood of receiving such revenue based on past experience and knowledge of the market conditions.

Related party revenue

a.Management and services revenue: We provided corporate support services, secondment of personnel and management services to our equity method investments under management and service agreements. The revenue for these services is based on costs incurred in the period, inclusive of an appropriate margin and is recognized under related party revenue in our Consolidated Statement of Operations. The associated costs are included within total operating expenses in our Consolidated Statements of Operations.

b.Bareboat revenue: We leased rigs on bareboat charters to our Equity Method Investments, Perforaciones Estratégicas e Integrales Mexicana, S.A. de C.V. (“Perfomex”) and Perforaciones Estrategicas e Integrales Mexicana II, SA de CV (“Perfomex II”). We expected lease revenue earned under the bareboat charters to be variable over the lease term, as a result of the contractual arrangement which assigned the bareboat a value over the lease term equivalent to residual earnings after operating expenses and other fees. We, as a lessor, did not recognize a lease asset or liability on our balance sheet at the time of the formation of the entities nor as a result of the lease. Revenue was recognized under "Related party revenue" in our Consolidated Statements of Operations.

Contract costs

The Company incurs costs to prepare rigs for contract and deliver or mobilize rigs to drilling locations. The Company defers pre-operating contract preparation and mobilization costs, and recognizes such costs on a straight-line basis, in "Rig operating and maintenance expenses" in the Consolidated Statements of Operations, over the estimated firm period of the drilling contract. Contract preparation and mobilization costs can include costs relating to equipment, labor and rig transportation costs (tugs, heavy lift vessel costs), that are directly attributable to our future performance obligation under each respective drilling contract. Costs incurred for the demobilization of rigs at contract completion are recognized as incurred during the demobilization process.

Related parties

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also related if they are subject to common control or common significant influence.

Rig operating and maintenance expenses

Rig operating and maintenance expenses are costs associated with operating rigs that are either in operation or stacked, and include the remuneration of offshore crews and related costs, rig supplies, inventory, insurance costs, expenses for repairs and maintenance as well as costs related to onshore personnel in various locations where we operate and are expensed as incurred. Stacking costs for rigs are expensed as incurred.

Impairment of long-lived assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets may not be recoverable. If such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amounts over the respective fair values, based on the discounted cash flows. In this assessment of recoverability, we apply a variety of valuation methods, incorporating income, market and cost approaches. We may weight the approaches under certain circumstances. Our estimate of fair value generally requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including assumptions regarding long-term future performance of our asset groups, such as projected revenues and costs, dayrates, utilization and residual values. These projections involve uncertainties that rely on assumptions about demand for our services and future market conditions.

F-12

---

Equity method investments

We account for our ownership interest in certain of our investments as equity method investments. The equity method of accounting is applied when we generally have between 20% and 50% of the voting rights, or over which we have significant influence, but over which we do not exercise control or have the power to control the financial and operational policies. This also extends to entities in which we hold a majority interest, but we do not have control. Under this method, we record our investment at cost and adjust the carrying amount for our share of earnings or losses of the equity method investment in "Income/(loss) from equity method investments" in the Consolidated Statements of Operations. When our share of losses equals or exceeds our interest, we do not recognize further losses, unless we have incurred obligations or made payments on behalf of the equity method investment. Guarantees issued to the equity method investments and in-substance capital contributions and capital contributions are added to the carrying value of the equity method investment in the Consolidated Balance Sheets. Our share of earnings or losses are reflected as a non-cash activity in operating activities in the Consolidated Statements of Cash Flows.

Investments in equity method investments are assessed for other-than-temporary impairment whenever changes in the facts and circumstances indicate that the fair value may be below the carrying value of our investment. Where determined to be other-than-temporary impairment, we will recognize an impairment loss in the period in "Income / (loss) from equity method investments" in the Consolidated Statements of Operations.

Income taxes 

Borr Drilling Limited is a Bermuda company that has a number of subsidiaries, affiliates and branches in various jurisdictions, a number of which have evolving tax laws. On December 27, 2023, Bermuda enacted the Corporate Income Tax Act 2023 ("Corporate Income Tax Act") which introduces a 15% income tax from January 1, 2025. This is consistent with the Global Anti-Base Erosion Model Rules (Pillar 2) published by the Organization for Economic Co-operation and Development (“OECD”) and it overrides previous assurances of tax exemption in Bermuda until 2035. Based on the Corporate Income Tax Act, the Company and its Bermuda subsidiaries will not be subject to Bermuda income tax until such time as Borr achieves consolidated global revenues of USD equivalent of EUR 750 million or more in two of the preceding four fiscal years. This means that under current tax legislation, Bermuda income tax will be applicable to the Company at the same time Pillar 2 becomes applicable to Borr globally. This is expected to be from January 1, 2026. Certain subsidiaries, affiliates and branches operate in other jurisdictions where withholding taxes are imposed. Consequently, income taxes have been recorded in these jurisdictions when appropriate. Our income tax expense is based on our income and statutory tax rates in the various jurisdictions in which we operate. We provide for income taxes based on the tax laws and rates in effect in the countries in which operations are conducted and income is earned.

The determination and evaluation of our annual group income tax provision involves interpretation of tax laws in various jurisdictions in which we operate and requires significant judgment and use of estimates and assumptions regarding significant future events, such as amounts, timing and character of income, deductions and tax credits. There are certain transactions for which the ultimate tax determination is unclear due to uncertainty in the ordinary course of business. We recognize tax liabilities on uncertain tax positions as per US GAAP, including penalties and interest, if applicable, based on our assessment of whether our tax positions are more likely than not sustainable, based solely on the technical merits and considerations of the relevant taxing authority’s widely understood administrative practices and precedence. Changes in tax laws, regulations, agreements, treaties, foreign currency exchange restrictions or our levels of operations or profitability in each jurisdiction may impact our tax liability in any given year. While our annual tax provision is based on the information available to us at the time, a number of years may elapse before the ultimate tax liabilities in certain tax jurisdictions are determined. Current income tax expense reflects an estimate of our income tax liability for the current period, withholding taxes, changes in prior year tax estimates as tax returns are filed, or from tax audit adjustments.

Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.

Deferred tax assets and liabilities are based on temporary differences that arise between carrying values used for financial reporting purposes and amounts used for taxation purposes of assets and liabilities and the future tax benefits of tax loss carry forwards.

Our deferred tax expense or benefit represents the change in the balance of deferred tax assets or liabilities as reflected in the Consolidated Balance Sheets. Valuation allowances are determined to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. To determine the amount of deferred tax assets and liabilities, as well as of the valuation allowances, we must make estimates and certain assumptions regarding future taxable

F-13

---

income, including assumptions regarding where our jack-up rigs are expected to be deployed, the expected contracting dayrate, as well as other assumptions related to our future tax position. Only firm contracts are taken into account for these assessments. A change in such estimates and assumptions, along with any changes in tax laws, could require us to adjust the deferred tax assets, liabilities, or valuation allowances. The amount of deferred tax provided is based upon the expected manner of settlement of the carrying amount of assets and liabilities, using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted.

Earnings per share

Basic earnings/(loss) per share (“EPS”) is calculated based on the income/(loss) for the period available to common shareholders divided by the weighted average number of shares outstanding. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments which for the Company includes share options, performance stock units, restricted stock units and convertible bonds. The determination of dilutive EPS may require us to make adjustments to net income/(loss) and the weighted average shares outstanding used to compute basic EPS unless anti-dilutive.

Onerous contracts

When we acquire newbuild jack-up drilling rigs there may exist instances whereby the fair value of the rig being constructed is less than the present value of the remaining contractual commitments for the rig. Such contracts are recorded as a liability when the difference is identified.

Cash and cash equivalents

Cash and cash equivalents consist of cash, bank deposits and highly liquid financial instruments with original maturities of three months or less.

Restricted cash

Restricted cash consists of bank deposits which have been pledged as collateral for guarantees issued by banks in relation to rig operating contracts or minimum deposits which must be maintained in accordance with credit agreements. Restricted cash amounts with maturities longer than one year are classified as non-current assets.

Allowance for credit losses

Financial assets recorded at amortized cost reflect an allowance for current expected credit losses ("credit losses") over the lifetime of the instrument. The allowance for credit losses reflects a deduction to the net amount expected to be collected on the financial asset. Amounts are written off against the allowance when management believes the balance is uncollectible. Expected recoveries will not exceed amounts previously written-off or current credit loss allowances by financial asset category. We estimate expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Specific calculation of our credit allowances is included in the respective accounting policies included herein; all other financial assets are assessed on an individual basis calculated using the method we consider most appropriate for each asset.

Trade receivables

Trade receivables are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Trade receivables are presented net of allowances for expected credit losses. The allowances for expected credit losses are calculated using a loss rate applied against an aging matrix and is recorded in "Rig operating and maintenance expenses" in the Consolidated Statements of Operations, as and when they occur.

Contract assets and contract liabilities

Contract asset balances consist primarily of accrued revenue relating to work performed in the period, however which is yet to be invoiced. When the right to consideration becomes unconditional based on the contractual billing schedule, accrued revenue is recognized. At the point that accrued revenue is billed, trade accounts receivables are recognized. Contract asset balances also include amounts recognized in advance of amounts invoiced due to the blending of rates when a contract has operating dayrates that increase over the firm term of the contract.

F-14

---

Contract liabilities include payments received for mobilization as well as rig preparation and upgrade activities which are allocated to the overall performance obligation and recognized ratably over the initial term of the contract in "Total operating revenues" in the Consolidated Statements of Operations.

Investment in marketable equity securities

Investment in marketable equity securities with readily determinable fair values are measured at fair value each reporting period with the related gains and losses, including unrealized, recognized in “Other financial expenses, net” in the Consolidated Statements of Operations.

We classify our investment in marketable equity securities as current assets because the securities are available to be sold to meet liquidity needs if necessary, even if it is not the intention to dispose of the securities in the next twelve months.

Jack-up drilling rigs

Jack-up rigs and related equipment are recorded at historical cost less accumulated depreciation and impairment. Jack-up rigs and related equipment acquired as part of asset acquisitions are stated at fair market value as of the date of acquisition. The cost of our jack-up rigs and related equipment are depreciated on a straight-line basis, after deducting salvage values, over their estimated remaining economic useful lives. Depreciation commences when an asset is placed into service, and available for its intended use.

Useful lives applied in depreciation are as follows:

Jack-up rigs                        30 years

Jack-up rig equipment and machinery            3 to 20 years

All costs incurred in connection with the acquisition, construction, major enhancement and improvement of assets are capitalized, including allocations of interest incurred during periods that our jack-up rigs are under construction or undergoing major enhancements or improvements. Costs incurred to place an asset into service are capitalized, including costs related to the initial mobilization of a newbuild jack-up rig. Expenditures that do not improve the operating efficiency or extend the useful lives of jack-up rigs or related equipment are expensed as incurred.

We use judgement in considering if events or changes in circumstances indicate that the carrying amount of such jack-up rigs may not be recoverable. This assessment is done on a quarterly basis. When indicators are present, recoverability is determined by comparing the carrying amount of an asset to the estimated undiscounted cash flows of the asset. If the total of the undiscounted cash flows is less than the carrying amount, an impairment loss is recognized as the difference between the carrying amount of the asset and its fair value. Jack-up rigs and related equipment held-for-sale are recorded at the lower of net book value or fair value.

Interest cost capitalized

Interest costs are capitalized on all qualifying assets that require a period of time to get them ready for their intended use. Qualifying assets consist of newbuilding rigs under construction. The interest costs capitalized are calculated using the weighted average cost of borrowings, from commencement of the asset development until substantially all the activities necessary to prepare the asset for its intended use are complete. We do not capitalize amounts beyond the actual interest expense incurred in the period.

Newbuildings

Jack-up rigs under construction are capitalized, classified as newbuildings and presented as non-current assets. All costs directly incurred in connection with the construction of newbuildings are capitalized, including allocations of interest incurred during periods that our newbuildings are under construction. Costs incurred to place an asset into service are capitalized, including costs related to the initial mobilization of a newbuild jack-up rig. We do not recognize depreciation on our jack-up rigs under construction.

Capitalized costs are reclassified from newbuildings to jack-up rigs when the assets are available for their intended use.

F-15

---

Leases

The following sets out the lease accounting policy for all leases with the exception of short-term leases (less than 12 months) for which we have elected to recognize the lease payments in our Consolidated Statements of Operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

Lessee: When we enter into a new contract, or modify an existing contract, we evaluate whether that contract has a finance or operating lease component. We do not have, nor expect to have any leases classified as finance leases. We determine the lease commencement date by reference to the date the leased asset is available for use and transfer of control has occurred from the lessor. At the lease commencement date, we measure and recognize a lease liability and a right of use ("ROU") asset in the Consolidated Balance Sheets. The lease liability is measured at the present value of the lease payments not yet paid, discounted using the estimated incremental borrowing rate ("IBR") at lease commencement. The ROU asset is measured at the initial measurement of the lease liability, plus any lease payments made to the lessor at or before the commencement date, minus any lease incentives received, plus any initial direct costs incurred by us.

After the commencement date, we adjust the carrying amount of the lease liability by the amount of payments made in the period as well as the unwinding of the discount over the lease term using the straight-line interest method. After commencement date, we amortize the ROU asset by the amount required to keep total lease expense including interest constant (straight-line over the lease term).

Absent an impairment of the ROU asset, the single lease cost is calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. The Company assesses a ROU asset for impairment and recognizes any impairment loss in accordance with the accounting policy on impairment of long-lived assets.

We applied the following assumptions and judgments in accounting for our leases.

•We apply judgment in determining whether a contract contains a lease or a lease component as defined by Topic 842.

•We have elected to combine leases and non-lease components. As a result, we do not allocate our consideration between leases and non-lease components.

•The discount rate applied to our operating leases is our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

•Within the terms and conditions of some of our operating leases we have options to extend or terminate the lease. In instances where we are reasonably certain to exercise available options to extend or terminate, then the option is included in determining the appropriate lease term to apply. Options to renew our lease terms are included in determining the ROU asset and lease liability when it is reasonably certain that we will exercise that option.

Lessor: When we enter into a new contract, or modify an existing contract, we identify whether that contract has a sales-type, direct financing or operating lease. We do not have, nor expect to have any leases classified as sales-type or direct financing. For our operating lease, the underlying asset remains on our Consolidated Balance Sheets and we record periodic depreciation expense and lease revenue.

Interest-bearing debt

Interest-bearing debt is recognized initially at fair value less directly attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings related to delivery financing are stated at amortized cost.

Premiums and discounts related to the issuance of term debt are deferred and amortized over the term of the relevant debt using the straight-line method as this approximates the effective interest method. Amortization of premiums and discounts is included in "Interest expense" in the Consolidated Statements of Operations. Premiums and discounts are presented as an adjustment to the corresponding liability in the Consolidated Balance Sheets.

Deferred charges

Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant loan using the straight-line method as this approximates the effective interest method. Amortization of loan costs is

F-16

---

included in "Interest expense" in the Consolidated Statements of Operations. If a loan is repaid early, any unamortized portion of the related deferred charge is charged against income in the period in which the loan is repaid. Deferred charges are presented as either a gross asset or as a deduction from the corresponding liability in the Consolidated Balance Sheets.

Debt extinguishments and modifications

Costs associated with debt extinguishments are included in determining the debt extinguishment gain or loss which is included in "Interest expense" in the Consolidated Statements of Operations. Costs associated with debt modifications are accounted for as deferred charges. See Deferred charges accounting policy.

Convertible bonds

We account for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component.

Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to separate the bond into the liability and equity components.

Equity issuance costs

Equity issuance costs are recorded as a reduction of additional paid-in-capital and charged to shareholders' equity.

Pensions

Defined benefit pension costs, assets and liabilities requires significant actuarial assumptions to be adjusted annually to reflect current market and economic conditions. We fair value, using level 3 inputs, our plan assets and projected benefit obligation.

Defined contribution pension costs represent the contributions payable to the scheme in respect of the accounting period and are recorded in the Consolidated Statements of Operations.

Treasury shares

Treasury shares are recognized at cost as a component of shareholders’ equity. When we re-issue treasury stock at an amount greater/ (less) than the current price of the share (based on a first in first out policy), we realize a gain/ (loss) on the re-issuance of the shares. A gain on re-issuance of treasury shares is credited to additional paid-in-capital whereas a loss on re-issuance of treasury shares may be debited to additional paid-in-capital to the extent that previous net gains from sales or retirements of the same class of stock are included in additional paid-in-capital. Any losses in excess of that amount are charged to retained earnings.

Share-based compensation 

Our stock-based compensation includes stock options, performance stock units ("PSUs") and restricted stock-units ("RSUs").

The fair value of stock options is estimated using the Black-Scholes Option pricing method, the fair value of the PSUs is estimated using the Monte Carlo option pricing model and the fair value of RSUs is estimated using the fair value of the Company's common stock at grant date.

F-17

---

We expense the fair value of stock-based compensation over the period the stock options, PSUs or RSUs vest. We amortize stock-based compensation awards on a straight-line basis over the period during which the individuals are required to provide service in exchange for the reward - the requisite service (vesting) period. No compensation cost is recognized for stock-based compensation for which the individuals do not render the requisite service. We account for forfeitures as they occur.

Contingencies

We assess our contingencies on an ongoing basis to evaluate the appropriateness of our liabilities and disclosures for such contingencies. We recognize a liability when we believe that a loss is probable and the amount of loss can be reasonably estimated, based upon the information available before the issuance of the financial statements.

Segment reporting

A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker ("CODM") (our Board of Directors), and which are subject to risks and rewards that are different from those of other segments. We have identified one reportable segment: our dayrate segment.

Note 3 - Recently Issued Accounting Standards

Adoption of new accounting standards

In June 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and require the following disclosures for equity securities subject to contractual sale restrictions: 1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; 2) the nature and remaining duration of the restriction(s) and 3) the circumstances that could cause a lapse in the restriction(s). These amendments are effective for the Company from January 1, 2024. There was no impact resulting from these amendments on our Audited Consolidated Financial Statements or related disclosures.

In March 2023, the FASB issued ASU 2023-01 Leases (Topic 842): Common Control Arrangements. The amendments provide a practical expedient for private companies and not-for-profit entities that are not conduit bond obligors to use the written terms and conditions of a common control arrangement to determine whether a lease exists and, if so, the classification of and accounting for that lease. If no written terms and conditions exist (including in situations in which an entity does not document existing unwritten terms and conditions in writing upon transition to the practical expedient), an entity is prohibited from applying the practical expedient and must evaluate the enforceable terms and conditions to apply Topic 842. Also, the amendments require that leasehold improvements associated with common control leases be: 1) amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease. However, if the lessor obtained the right to control the use of the underlying asset through a lease with another entity not within the same common control group, the amortization period may not exceed the amortization period of the common control group; and 2) accounted for as a transfer between entities under common control through an adjustment to equity (or net assets for not-for-profit entities) if, and when, the lessee no longer controls the use of the underlying asset. Additionally, those leasehold improvements are subject to the impairment guidance in Topic 360, Property, Plant, and Equipment. These amendments are effective for the Company from January 1, 2024. There was no impact resulting from these amendments on our Audited Consolidated Financial Statements or related disclosures.

In March 2023, the FASB issued ASU 2023-02 Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). The amendments permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). These amendments are effective for the Company from January 1, 2024. There was no impact resulting from these amendments on our Audited Consolidated Financial Statements or related disclosures.

F-18

---

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update: 1) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss; 2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; 3) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; 4) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements; 5) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; 6) Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280. These amendments are effective for the Company for annual periods beginning from January 1, 2024 and interim periods beginning January 1, 2025. Our updated disclosures are included in Note 4 - Segments.

Accounting pronouncements that have been issued but not yet adopted

Standard			Description			Date of Adoption			Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2023-05 Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement			The amendments in this Update address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to: (1) provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements; and (2) reduce diversity in practice. To reduce diversity in practice and provide decision-useful information to a joint venture’s investors, the Board decided to require that a joint venture apply a new basis of accounting upon formation, resulting in a joint venture, upon formation, being required to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).			January 1, 2025			No material impact expected
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures			The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant.			January 1, 2025			Impact to our related disclosures expected

F-19

---

ASU 2024-01: Compensation—Stock Compensation (Topic 718)			The amendments in this Update improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. The fact patterns in the illustrative example focus on the scope conditions in paragraph 718-10-15-3. The illustrative example is intended to reduce (1) complexity in determining whether a profits interest award is subject to the guidance in Topic 718 and (2) existing diversity in practice.			January 1, 2025			No material impact expected
ASU 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)			The amendments in this Update require disclosure, in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information.			January 1, 2027			Impact to our related disclosures expected
ASU 2024-04: Debt—Debt with Conversion and Other Options (Subtopic 470-20)			The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments do not change the other criteria that are required to be satisfied to account for a settlement transaction as an induced conversion. The amendments in this Update also make additional clarifications to assist stakeholders in applying the guidance.			January 1, 2026			Under evaluation

The FASB have issued further updates not included above. We do not currently expect any of these updates to have a material impact on our Audited Consolidated Financial Statements and related disclosures either on transition or in future periods.

F-20

---

Note 4 - Segments

During 2024, Perfomex and Opex agreed to terminate the DTSAs for the five jack-up rigs, "Grid", "Gersemi", "Galar", "Odin" and "Njord" operating under our Mexico JV structure. The associated bareboat charter agreements between Perfomex and the Company were also terminated. Effective the same dates as the termination dates, the Company entered into new fixed rate bareboat charter agreements for the five jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" with an unrelated party (see Note 7 - Equity Method Investments). In light of these changes, the information provided to our CODM, the Board of Directors, was adapted to reflect the updated operational structure. As a result, we view our operations and manage our business as a single operating segment, using Operating income/(loss) as presented in our Consolidated Statements of Operations. The significant segment expense categories regularly provided to our CODM include our Rig operating and maintenance expenses and our General and administrative expenses, as presented on our Consolidated Statements of Operations. Other segment items included in our Operating income/(loss) include Gain on disposals, Depreciation of non-current assets, and Impairment of non-current assets

Geographic data

Revenues are attributed to geographical location based on the country of operations for drilling activities, and thus the country where the revenues are generated.

The following presents our revenues by geographic area:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Latin America (1)			289.6			191.2			95.9
South East Asia			285.9			233.0			154.5
Middle East			210.9			147.8			37.7
West Africa			187.8			168.6			106.9
Europe			36.4			31.0			48.8
Total			1,010.6			771.6			443.8

The following presents the net book value of our jack-up rigs by geographic area:

			As of December 31,
(In $ millions)			2024			2023
Latin America (1)			961.0			815.4
South East Asia			809.9			673.4
West Africa			434.8			444.8
Middle East			366.6			553.0
Europe			250.9			91.7
Total			2,823.2			2,578.3

(1) Latin America covers Mexico and Brazil. As of December 31, 2023, all of our jack-up rigs in this category were located in Mexico. For the years ended December 31, 2024, 2023 and 2022, all revenues generated in Latin America were generated in Mexico.

Asset locations at the end of a period are not necessarily indicative of the geographical distribution of the revenue or operating profits generated by such assets during the associated periods.

Major customers

The following customers accounted for more than 10% of our dayrate revenues:

F-21

---

			For the Years Ended December 31,
(In % of operating revenues)			2024			2023			2022
Saudi Arabian Oil Company			14		%	14		%	4		%
Eni S.p.A			13		%	14		%	10		%
PTT Exploration and Production Public Company Limited			12		%	5		%	11		%
Perfomex			3		%	17		%	14		%
Total			42		%	50		%	39		%

Note 5 - Contracts with Customers

Contract Assets and Liabilities

When the right to consideration becomes unconditional based on the contractual billing schedule, accrued revenue is recognized. At the point that accrued revenue is billed, trade accounts receivable are recognized. Payment terms on invoice amounts are typically 30 days.

Deferred mobilization, demobilization and contract preparation revenue includes revenues received for rig mobilization as well as preparation and upgrade activities, in addition to demobilization revenues expected to be received upon contract commencement and other lump-sum revenues relating to the firm periods of our contracts. These revenues are allocated to the overall performance obligation and recognized on a straight-line basis over the initial firm term of the contracts.

The following presents our contract assets and liabilities from our contracts with customers:

			As of December 31,
(In $ millions)			2024			2023
Accrued revenue (1)			107.7			73.7
Current contract assets			107.7			73.7
Non-current accrued revenue (2)			1.5			2.3
Non-current contract assets			1.5			2.3
Total contract assets			109.2			76.0
Current deferred mobilization, demobilization and contract preparation revenue			(27.1)			(59.5)
Current contract liability			(27.1)			(59.5)
Non-current deferred mobilization, demobilization and contract preparation revenue			(21.0)			(56.6)
Non-current contract liability			(21.0)			(56.6)
Total contract liability			(48.1)			(116.1)

(1) Accrued revenue includes $20.4 million ($7.3 million as of December 31, 2023) related to the current portion of blended rate revenue, $1.0 million ($1.1 million as of December 31, 2023) pertaining to the current portion of deferred demobilization revenue and nil ($1.2 million as of December 31, 2023) related to the current portion of liquidated damages associated with a known delay in the operational start date of two of our contracts.

(2) Non-current accrued revenue includes $1.5 million ($1.5 million as of December 31, 2023) pertaining to the non-current portion of deferred demobilization revenue and nil ($0.8 million as of December 31, 2023) related to non-current portion of liquidated damages associated with a known delay in the operational start date of two of our contracts. Non-current accrued revenue is included in "Other non-current assets" in our Consolidated Balance Sheets (see Note 16 - Other Non-Current Assets).

Total movement in our contract assets and contract liabilities balances during the years ended December 31, 2024 and 2023 are as follows:

F-22

---

(In $ millions)			Contract assets			Contract liabilities
Balance as of December 31, 2022			61.2			126.0
Performance obligations satisfied during the reporting period			62.6			—
Amortization of revenue			—			(61.9)
Unbilled demobilization revenue			0.4			—
Unbilled variable rate revenue			11.9			—
Performance obligations to be satisfied over time			—			0.4
Cash received, excluding amounts recognized as revenue			—			51.6
Amount invoiced against the contract asset balance			(60.1)			—
Balance as of December 31, 2023			76.0			116.1
Performance obligations satisfied during the reporting period			94.1			—
Amortization of revenue			—			(96.9)
Unbilled demobilization revenue			(0.1)			—
Unbilled mobilization revenue			0.6			—
Unbilled variable rate revenue			13.1			—
Performance obligations to be satisfied over time			—			(0.1)
Cash received, excluding amounts recognized as revenue			—			29.0
Amount invoiced against the contract asset balance			(74.5)			—
Balance as of December 31, 2024			109.2			48.1

Timing of revenue

The Company derives its revenue from contracts with customers for the transfer of goods and services, from various activities performed both at a point in time and over time, under the output method.

			For the years ended December 31,
(In $ millions)			2024			2023			2022
Over time			978.0			743.0			418.6
Point in time			32.6			28.6			25.2
Total			1,010.6			771.6			443.8

Revenue on existing contracts, where performance obligations are unsatisfied or partially unsatisfied at the balance sheet date, is expected to be recognized as follows as at December 31, 2024:

			For the years ending December 31,
(In $ millions)			2025			2026			2027			2028 onwards
Dayrate revenue			882.2			266.7			111.0			102.5
Other revenue (1)			46.4			25.4			14.7			13.9
Total			928.6			292.1			125.7			116.4

(1) Other revenue represents lump sum revenue associated with contract preparation and mobilization and is recognized ratably over the initial firm term of the associated contract in "Dayrate revenue" in the Consolidated Statements of Operations.

Contract Costs

Deferred mobilization and contract preparation costs relate to costs incurred to prepare a rig for contract and delivery or to mobilize a rig to the drilling location. We defer pre‑operating costs, such as contract preparation and mobilization costs, and

F-23

---

recognize such costs on a straight‑line basis, over the estimated firm period of the drilling contract. Costs incurred for the demobilization of rigs at contract completion are recognized as incurred during the demobilization period.

			As of December 31,
(In $ millions)			2024			2023
Current deferred mobilization and contract preparation costs			40.6			39.4
Non-current deferred mobilization and contract preparation costs (1)			39.5			42.6
Total deferred mobilization and contract preparation asset			80.1			82.0

(1) Non-current deferred mobilization and contract preparation costs are included in "Other non-current assets" in our Consolidated Balance Sheets (see Note 16 - Other Non-Current Assets).

For the year ended December 31, 2024, total deferred mobilization and contract preparation costs decreased by $1.9 million, as a result of additional deferred costs of $53.8 million primarily relating to the contract preparation and mobilization costs of the rigs "Arabia I", "Vali", "Gerd", "Hild", "Idun", "Thor" and "Ran", offset by amortization of $55.7 million.

For the year ended December 31, 2023, total deferred mobilization and contract preparation costs increased by $26.5 million, as a result of additional deferred costs of $71.1 million primarily relating to the contract preparation and mobilization costs of the rigs "Arabia III", "Hild", "Gerd", "Ran", "Arabia I", "Arabia II" and "Saga", offset by amortization of $44.6 million.

Note 6 - Gain on Disposals

We recognized the following gain on disposal for the year ended December 31, 2024:

			Year Ended December 31, 2024
(in $ millions)			Net proceeds			Book value on disposal			Gain on disposal
Rig Related Equipment			0.4			—			0.4
Total			0.4			0.0			0.4

We recognized the following gain on disposal for the year ended December 31, 2023:

			Year Ended December 31, 2023
(in $ millions)			Net proceeds			Book value on disposal			Gain on disposal
Rig Related Equipment			0.6			—			0.6
Total			0.6			0.0			0.6

We recognized the following loss and gain on disposals for the year ended December 31, 2022:

			Year Ended December 31, 2022
(in $ millions)			Net proceeds			Book value on disposal			(Loss) / gain on disposal
Gyme (1)			119.5			119.7			(0.2)
Newbuildings (2)			11.3			7.6			3.7
Rig Related Equipment			0.7			—			0.7
Total			131.5			127.3			4.2

(1) Of the proceeds from the sale of the "Gyme", $87.0 million was used to directly repay the outstanding debt and back-end fee with PPL pertaining to the Gyme, and $33.0 million was used to directly repay accrued interest associated with the "Gyme" and the eight other rigs financed by PPL.

(2) Net proceeds from the sale were used to directly settle certain liabilities and future commitments with Seatrium New Energy Limited (formerly known as Keppel FELS Limited), pertaining to the rigs "Tivar", "Huldra" and "Heidrun".

F-24

---

Note 7 - Equity Method Investments

We hold a 51% equity ownership interest in Perfomex and Perfomex II, two Mexico-based joint ventures. We previously provided five jack-up rigs on bareboat charters to these joint ventures. These joint ventures previously provided dayrate drilling services to Opex Perforadora S.A. de C.V. (“Opex”) and Perforadora Profesional AKAL I, SA de CV (“Akal”), which both provide integrated well services to Petróleos Mexicanos (“Pemex”). Opex and Akal are wholly owned by Operadora Productora y Exploradora Mexicana, S.A. de C.V. (“Operadora”), a fully owned subsidiary of Proyectos Globales de Energia y Servicos CME, S.A. DE C.V. (“CME”). CME owns the remaining 49% interest in our joint ventures, Perfomex and Perfomex II.

Effective January 1, 2024, Perfomex and Opex agreed to terminate the Drilling and Technical Services Agreements ("DTSAs") for the jack-up rigs "Grid" and "Gersemi" which triggered a termination fee payable by Opex to Perfomex of $14 million, or $7 million per Borr jack-up rig operated by Perfomex. Effective April 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Galar", "Odin" and "Njord" which triggered a further termination fee payable by Opex to Perfomex of $21 million, or $7 million per Borr jack-up rig. The associated bareboat charter agreements between Perfomex and the Company were also terminated. Effective the same dates as the termination dates referenced above, the Company entered into new fixed rate bareboat charter agreements for the jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" with Irish Energy Drilling Assets, DAC ("Irco"). The new bareboat charter agreements remain in effect until December 31, 2025.

In addition, effective January 1, 2024, Perfomex entered into new Drilling, Operation and Management Agreements ("DO&M Agreements") with Perforadora Ircomex, S.A. DE C.V. ("Ircomex") to provide drilling, operations and management services for the Borr jack-up rigs "Grid" and "Gersemi", plus third-party owned jack-up rigs "CME I" and "CME II". Effective April 1, 2024, DO&M Agreements were also entered into by Borr Drilling Contracting S. de R.L. de C.V., a wholly owned subsidiary of the Company, with Ircomex, to provide drilling, operations and management services for the Borr jack-up rigs "Galar", "Odin" and "Njord". These DO&M Agreements are based on a cost-plus pricing model and remain in effect until December 31, 2025.

Irco and Ircomex will continue to provide the jack-up rigs "Grid", "Gersemi", "Galar", "Odin" and "Njord" and accompanying operational services to Opex, to service its integrated well services contract with Pemex.

As we hold a 51% equity ownership in Perfomex and Perfomex II, we have assessed whether the investments in Perfomex and Perfomex II joint ventures results in the need to consolidate these entities under US GAAP. The significant judgements are whether the joint ventures are variable interest entities (VIEs) and, if so, whether Borr is the primary beneficiary. We concluded that the joint ventures are VIEs; however, we do not have the power to direct the decisions which most significantly impact the economic performance of the joint ventures. As such, we are not considered to be the primary beneficiary of the variable interest entities and we continue to account for our interests in Perfomex and Perfomex II as equity method investments in accordance with ASC 323, Investment - Equity Method and Joint Ventures and record the investments in "Equity method investments" in the Consolidated Balance Sheets.

The below tables set forth the summarized results from these entities on a 100% basis for the years ended December 31, 2024, 2023 and 2022:

			Year ended December 31, 2024
In $ millions			Perfomex			Perfomex II
Revenue			118.4			9.2
Operating expenses			(115.7)			(8.3)
Net loss			—			(2.4)

			Year ended December 31, 2023
In $ millions			Perfomex			Perfomex II
Revenue			290.9			21.3
Operating expenses			(284.9)			(21.0)
Net income			3.8			5.7

F-25

---

			Year ended December 31, 2022
In $ millions			Perfomex			Perfomex II
Revenue			157.9			83.4
Operating expenses			(154.6)			(81.7)
Net income			—			2.4

As of December 31, 2024, Perfomex and Perfomex II had $59.7 million of receivables from Opex and Akal, of which $53.2 million was outstanding and $6.5 million was unbilled. As of December 31, 2024, Perfomex had receivables from Ircomex of $91.2 million, of which $86.5 million was outstanding and $4.7 million was unbilled.

As of December 31, 2023, Perfomex and Perfomex II had $164.9 million of receivables from Opex and Akal, of which $131.7 million was outstanding and $33.2 million was unbilled.

Summarized balance sheets, on a 100% basis of the Company's equity method investees are as follows:

			As at December 31, 2024
In $ millions			Perfomex			Perfomex II
Cash and restricted cash (1)			5.0			—
Total current assets			192.3			16.2
Total non-current assets			18.8			2.1
Total assets			211.1			18.3
Total current liabilities			192.9			7.5
Total non-current liabilities			—			—
Equity			18.2			10.8
Total liabilities and equity			211.1			18.3

(1) As of December 31, 2024, Perfomex had restricted cash of $2.1 million.

			As at December 31, 2023
In $ millions			Perfomex			Perfomex II
Cash and restricted cash			11.4			0.5
Total current assets			271.4			35.1
Total non-current assets			12.3			2.1
Total assets			283.7			37.2
Total current liabilities			257.2			23.8
Total non-current liabilities			8.3			0.2
Equity			18.2			13.2
Total liabilities and equity			283.7			37.2

The following presents our investments in equity method investments as at December 31, 2024 and December 31, 2023:

In $ millions			Perfomex			Perfomex II			Total
Balance as of January 1, 2023			16.9			3.7			20.6
Funding received from shareholder loan (1)			(9.8)			—			(9.8)
Income on a percentage basis			2.0			2.9			4.9
Balance as of December 31, 2023			9.1			6.6			15.7
Loss on a percentage basis			—			(1.2)			(1.2)
Balance as of December 31, 2024			9.1			5.4			14.5

F-26

---

(1) During the year ended December 31, 2023, $9.8 million funding provided by shareholders loans was repaid by Perfomex, settling the outstanding balance.

Note 8 - Interest expense

Interest expense is comprised of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Debt interest expense			(194.7)			(157.4)			(125.4)
Amortization of deferred finance charges			(11.5)			(10.3)			(7.9)
Amortization of debt discount			(6.8)			(1.0)			—
Amortization of debt premium			1.3			—			—
Loss on debt extinguishment (1)			—			(19.4)			(7.8)
Gain on debt extinguishment (2)			—			10.9			1.9
Total			(211.7)			(177.2)			(139.2)

(1) Loss on debt extinguishment for the year ended December 31, 2023 relates to the $15.5 million loss associated with the repayment of the $150m Secured Bonds and the $3.9 million loss associated with the repayment of the Hayfin Debt Facility. Loss on debt extinguishment for the year ended December 31, 2022 relates to the $2.9 million loss associated with the refinancing of the Hayfin Debt Facility and the $4.9 million loss on the repayment of the Syndicated Senior Secured Credit Facilities and New Bridge Facility, of which DNB Bank was one of the lenders of the syndicate.

(2) Gain on debt extinguishment for the year ended December 31, 2023 relates to the $7.2 million gain associated with the repayment of the Seatrium Delivery Financing Facility, the $2.8 million gain associated with the repayment of the New DNB Facility and the $0.9 million gain associated with the repayment of the PPL Delivery Financing Facility. Gain on debt extinguishment for the year ended December 31, 2022 relates to the gain on extinguishment of the debt associated with the jack-up rig "Gyme". Upon sale of the rig, part of the proceeds were used to repay the outstanding amount under its facility, which was financed by PPL.

Note 9 - Other Financial Expenses, net

Other financial expenses, net is comprised of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Yard cost cover expense			(16.8)			(22.1)			(28.2)
Bank commitment, guarantee and other fees (1)			(4.9)			(2.3)			(12.7)
Foreign exchange loss			(3.7)			(2.8)			(0.9)
Other financial (expenses) / income, net (2)			(2.2)			0.3			(0.1)
Realized changes in value of financial instruments (3)			0.2			—			—
Total			(27.4)			(26.9)			(41.9)

(1) Bank commitment, guarantee and other fees include $10.7 million in financing fees for the year ended December 31, 2022 (nil for the years ended December 31, 2024 and December 31, 2023).

(2) Other financial (expenses) / income includes $2.3 million of premium paid related to the Convertible Bonds repurchased in March 2024 for the year ended December 31, 2024 (nil for the years ended December 31, 2023 and December 31, 2022).

(3) Unrealized and realized changes in value of financial instruments relates to shares purchased in another listed entity. In July 2024, we sold the shares and we no longer hold any investment in marketable equity securities.

F-27

---

Amortization of deferred finance charges for the year ended December 31, 2022 of $7.9 million has been presented in Interest expense in the Consolidated Statements of Operations, to conform to the current period's presentation. See Note 8 - Interest expense.

Note 10 - Taxation

Borr Drilling Limited is a Bermuda company not currently required to pay taxes in Bermuda on ordinary income or capital gains under a tax exemption granted by the Minister of Finance in Bermuda until March 31, 2035. However, the Bermuda Corporate Income Tax Act was enacted on December 27, 2023 and applies from January 1, 2025 to Bermuda entities that are part of a multinational group with annual revenues of at least EUR 750 million in two of the previous four fiscal years. The Corporate Income Tax Act overrides previous tax exemptions and applies a 15% tax rate to net taxable income of Bermuda entities. We expect to be in scope of the tax in 2026, at the same time as becoming subject to the 15% global minimum tax introduced by the Global Anti-Base Erosion Model Rules (Pillar Two) initiative of the Organization for Economic Co-operation and Development (OECD). We operate through various subsidiaries, affiliates and branches in numerous countries throughout the world and are subject to tax laws, policies, treaties and regulations, as well as the interpretation or enforcement thereof, in jurisdictions in which we or any of our subsidiaries, affiliates and branches operate, were incorporated, or otherwise considered to have a tax presence. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred.

Total pre-tax income / (loss) is comprised of the following by jurisdiction:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Bermuda			(97.3)			(92.2)			(44.1)
Foreign			237.6			148.3			(230.3)
Total			140.3			56.1			(274.4)

All income tax expense is attributable to foreign jurisdictions and is comprised of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Current tax expense			57.5			50.5			20.5
Change in deferred tax			0.7			(16.5)			(2.1)
Total			58.2			34.0			18.4

Our annual effective tax rate for the year ended December 31, 2024 was approximately 41.48%, on a pre-tax income of $140.3 million. Changes in our effective tax rate from period to period are primarily attributable to changes in the profitability or loss mix of our operations in various jurisdictions. As our operations continually change among numerous jurisdictions, and methods of taxation in these jurisdictions vary greatly, there is minimal direct correlation between the income tax expense / benefit and income / (loss) before taxes. The year ended December 31, 2024 was also impacted by the release of a valuation allowance against certain deferred tax assets in the U.K.

A reconciliation of the Bermuda statutory tax rate to our effective rate is shown below:

			For the Years Ended December 31,
			2024			2023			2022
Bermuda statutory income tax rate			—		%	—		%	—		%
Tax rates which are different from the statutory rate			51.03		%	101.25		%	(7.20)		%
Adjustment attributable to prior years			(3.49)		%	3.39		%	0.67		%
Change in valuation allowance			(5.13)		%	(29.41)		%	—		%
Adjustments to uncertain tax positions			(0.93)		%	(14.62)		%	(0.18)		%
Total			41.48		%	60.61		%	(6.71)		%

F-28

---

The components of the net deferred taxes are as follows:

			As of December 31,
(In $ millions)			2024			2023
Deferred tax assets
Net operating losses			153.5			114.5
Excess of tax basis over book basis of property, plant and equipment			39.3			36.8
Other			11.5			20.5
Deferred tax asset			204.3			171.8
Less: valuation allowance			(164.7)			(130.4)
Net deferred tax assets (1)			39.6			41.4
Deferred tax liabilities
Deferred tax liabilities			(21.0)			(22.1)
Net deferred tax asset			18.6			19.3

(1) Net deferred tax assets are recognized in "Other non-current assets" in the Consolidated Balance Sheets (see Note 16 - Other Non-Current Assets).

The net deferred tax assets related to our net operating losses were generated in the United Kingdom ($9.1 million net operating losses at December 31, 2024) and do not expire. Deferred tax liabilities of $21.0 million and $22.1 million as at December 31, 2024 and December 31, 2023, respectively, relate to book-tax basis differences on certain UK owned rigs. There is also $96.1 million of net operating loss in a legacy Paragon subsidiary in the United States and this has a full valuation allowance. The valuation allowance for deferred tax assets as of December 31, 2024, was $164.7 million. The net change in the total valuation allowance for the year ended December 31, 2024, was an increase of $34.3 million. This change was primarily due to the recognition of the Bermuda deferred tax asset of $45.2 million and its related full valuation allowance and the release of $7.2 million related to United Kingdom as discussed below.

We recognize a valuation allowance for deferred tax assets when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized. The amount of deferred tax assets considered realizable could increase or decrease in the near-term if estimates of future taxable income change. In 2024, we partially reduced our valuation allowance previously recorded against the gross deferred tax assets in the United Kingdom. Due to existing contracts as of December 31, 2024, we determined that these tax attributes would likely be utilized. The release of this valuation allowance reduced our income tax provision by $7.2 million.

In 2024, we recognized a deferred tax asset of $45.2 million on Bermuda net operating losses for the first time. This asset is fully offset by a valuation allowance. The asset was calculated at 15% of the total Bermuda net operating loss since January 1, 2021 (gross amount $301.7 million). The recognition reflects our assessment that it is more likely than not we will be subject to Bermuda corporate income tax from January 1, 2026 and that we will elect to apply the five year look-back period.

We conduct business globally and, as a result, we file income tax returns, or are subject to withholding taxes, in various jurisdictions. In the normal course of business, we are generally subject to examination by taxation authorities throughout the world, including major jurisdictions in which we operate or used to operate.

F-29

---

The following is a reconciliation of the liabilities related to our uncertain tax positions:

(In $ millions)			2024			2023
Unrecognized tax benefits, including interest and penalties, at January 1,			3.2			11.3
Additions for tax positions of prior year			—			0.3
Reduction in tax positions of prior years			(1.4)			(9.5)
Unrecognized tax benefits, excluding interest and penalties, at December 31,			1.8			2.1
Interest and penalties			0.1			1.1
Unrecognized tax benefits, including interest and penalties, at December 31,			1.9			3.2

The liabilities summarized in the table above are presented within "Other non-current liabilities" in the Consolidated Balance Sheets.

We include, as a component of our income tax provision, potential interest and penalties related to liabilities for our unrecognized tax benefits within our global operations. Interest and penalties resulted in an income tax expense of $0.1 million, $1.1 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For the year ended December 31, 2024, we reduced our liability for uncertain tax positions, and our income tax provision, by $1.4 million.

As of December 31, 2024, the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $1.9 million, and if recognized, would reduce our income tax provision by $1.9 million. As of December 31, 2023, the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $3.2 million, and if recognized, would reduce our income tax provision by $3.2 million. It is reasonably possible that our existing liabilities related to our unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. While the amounts provided are an estimate and subject to revision, we are not aware of any circumstances currently that would result in a material increase to the amounts provided for the risks identified at this time.

Note 11 - Earnings per Share

The computation of basic income/(loss) per share ("EPS") is based on the weighted average number of shares outstanding during the period.

			For the Years Ended December 31,
			2024			2023			2022
Basic income / (loss) per share			0.33			0.09			(1.64)
Diluted income/ (loss) per share			0.32			0.09			(1.64)
Issued ordinary shares at the end of the year			264,080,391			264,080,391			229,263,598
Weighted average number of shares outstanding during the year, basic			250,891,106			244,270,405			178,404,637
Dilutive effect of share options and RSU (1)			3,573,189			3,880,209			—
Weighted average number of shares outstanding during the year, diluted			254,464,295			248,150,614			178,404,637

(1) For the year ended December 31, 2024 6,231,669 share options using the treasury stock method have been included as they are dilutive. For the year ended December 31, 2023 8,559,698 share options and 112,780 restricted stock units using the treasury stock method have been included as they are dilutive.

The weighted average number of shares outstanding includes 10,860,689 and 14,443,270 shares as of December 31, 2024 and December 31, 2023 shares, respectively, which have been issued as part of a share lending arrangement relating to the Company's issuance of $250.0 million Convertible Bonds in 2023 (see Note 26 - Stockholders' Equity).

F-30

---

The following potential share issuances effects of our convertible bonds due in May 2028 (the 'Convertible Bonds'), share options, RSUs and performance units have been excluded from the calculation of diluted EPS for each of the periods presented because the effects were anti-dilutive.

			2024			2023			2022
Convertible bonds			34,078,777			34,260,413			5,540,079
Share options			6,406,667			2,160,000			9,445,006
Performance stock units			750,000			500,000			500,000
Restricted share units			886,610			—			88,584

For the year ended December 31, 2024, the impact of 6,406,667 share options, 750,000 performance share units and 886,610 restricted share units were anti-dilutive as using the treasury stock method as the exercise price was higher than the average share price, and therefore have been excluded from the calculation. For the year ended December 31, 2024, 34,078,777 shares issuable upon exercise of our Convertible Bonds with a conversion price of $7.0249 per share, have been excluded as they are anti-dilutive.

For the year ended December 31, 2023, the impact of 2,160,000 share options and 500,000 performance share units were anti-dilutive as using the treasury stock method as the exercise price was higher than the average share price, and therefore have been excluded from the calculation. For the year ended December 31, 2023, 34,260,413 shares issuable upon exercise of our Convertible Bonds with a conversion price of $7.2971 per share, have been excluded as they are anti-dilutive.

Diluted EPS for the year ended December 31, 2022 does not include the effect of the assumed conversion of potentially dilutive instruments listed above, due to loss sustained in this years as this is deemed to have an anti-dilutive effect on our EPS.

Note 12 - Other Current Assets

Other current assets are comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
VAT receivable			10.5			16.5
Other tax receivables			8.0			4.7
Client rechargeables			5.0			5.3
Other receivables			3.6			4.5
Deferred financing fee			0.5			0.5
Right-of-use lease asset (1)			0.4			0.5
Total			28.0			32.0

(1) The right-of-use lease asset pertains to our office and yard leases (see Note 15 - Leases).

Note 13 - Newbuildings

The table below sets forth the carrying value of our newbuildings:

			For the Years Ended December 31,
(In $ millions)			2024			2023
Balance as of January 1,			5.4			3.5
Additions			359.5			1.9
Reclassification from onerous contract			(54.5)			—
Transfers to jack-up rigs (note 14)			(310.4)			—
Total newbuildings			—			5.4

F-31

---

During the year ended December 31, 2024, we took delivery of the newbuilding rigs "Vali" and "Var" and paid the remaining contract installments of $159.9 million per rig, which included a payment of $12.5 million per rig to accelerate the delivery dates of the two rigs. Upon delivery, we reclassified the respective onerous contract amount of $26.9 million for "Vali" and $27.6 million for "Var" to newbuildings (see Note 20 - Onerous Contracts). During the three months ended December 31, 2024, the rigs were transferred from newbuildings to jack-up drilling rigs as it was concluded that the rigs were available for use (see Note 14 - Jack-Up Drilling Rigs, net).

No rigs were delivered to the Company in the year ended December 31, 2023.

Disposals

During the year ended December 31, 2022 the Company entered into a letter of intent ("LOI") for the sale of three newbuilding jack-up rigs for $320.0 million, subject to various conditions, including entering into an agreement to give effect to the LOI. As a result of the potential sale of the three newbuilding rigs, we performed an impairment assessment in June 2022 and concluded that, based on management's best estimate of the most likely outcome, an impairment charge of $124.4 million was required to reflect the difference between the best estimate of the sales amount less costs to sell and the sum of the current capitalized cost and the expected cost to complete (level 3 fair value). In the quarter ended September 30, 2022, we entered into a sales agreement, giving effect to the previously executed LOI. The sales agreement was conditional upon various closing conditions, and the sales agreement provided that upon closing, the final proceeds from the sale would be used to pay the delivery installments of the three newbuilding jack-up rigs. During the quarter ended December 31, 2022, the sale of the three rigs was agreed and the Company recognized a gain on sale of $3.7 million (see Note 6 - Gain on Disposals).

The calculation of the impairment charge recognized during the year ended December 31, 2022 is as follows:

(In $ millions)
Three newbuildings considered in the LOI carrying value			132.0
Estimated cost to complete and respective onerous provision, net			312.4
Total			444.4
Potential sale price			320.0
Impairment charge			(124.4)
Carrying Value			7.6

Note 14 - Jack-Up Drilling Rigs, net

Set forth below is the carrying value of our jack-up rigs:

			As of December 31,
(In $ millions)			2024			2023
Opening balance as of January 1,			2,578.3			2,589.1
Additions			64.6			104.7
Depreciation			(130.1)			(115.5)
Transfers from newbuildings (note 13)			310.4			—
Ending balance as of December 31,			2,823.2			2,578.3

Accumulated depreciation related to jack-up rigs as at December 31, 2024 is $728.2 million (as at December 31, 2023 is $598.1 million).

Depreciation of property, plant and equipment

In addition to the depreciation in the above table, the Company recognized depreciation of $1.1 million for the year ended December 31, 2024 related to property, plant and equipment ($1.9 million in 2023 and $1.6 million in 2022). Accumulated depreciation related to property, plant and equipment as at December 31, 2024 is $8.2 million (as at December 31, 2023 is $7.1 million).

Disposals

F-32

---

During the year ended 2022, the Company concluded that the jack-up rig "Gyme" met the criteria for assets held for sale as at September 30, 2022. During October 2022, the Company entered into an agreement to sell the "Gyme" for $120.0 million, pursuant to an undertaking by the Company under its most recent refinancing with PPL Shipyard which was completed in October 2022. The sale of the "Gyme" was completed during the quarter ended December 31, 2022 and the Company recognized a loss on sale of $0.2 million (see Note 6 - Gain on Disposals). The proceeds from the sale were applied to all outstanding amounts owed on the rig, and excess amounts were applied to accrued interest for the eight other rigs financed by PPL. This disposal was within our dayrate segment.

Impairment

During the years ended December 31, 2024 and December 31, 2023 no impairment was recognized. During the year ended December 31, 2022, we recognized an impairment loss of $7.3 million for the jack-up rig "Gyme" as the rig was written down to its expected sales value.

During the year ended December 31, 2024, we considered whether indicators of impairment existed that could suggest that the carrying amounts of our jack-up rigs may not be recoverable as of December 31, 2024. We concluded that impairment indicators existed for thirteen rigs and performed a recoverability assessment, however no impairment loss was recognized during the year ended December 31, 2024 as the estimated undiscounted net cash flows were higher than the carrying amounts of our jack-up rigs. In making this determination, day rate revenues and utilization were key assumptions in determining the estimated future cash flows. We concluded that a severe, yet plausible scenario, with a 10% decrease in day rates and utilization used when estimating undiscounted cash flows would not result in a shortfall between the undiscounted cash flow and carrying amount for our jack-up drilling rigs.

We will continue to monitor developments in the markets in which we operate for indications that the carrying amounts of our long-lived assets may not be recoverable.

Note 15 - Leases

We have various operating leases, principally for office space, storage facilities and operating equipment, which expire at various dates. Supplemental balance sheet information related to leases is as follows:

			As of December 31,
(In $ millions)			2024			2023
Operating leases right-of-use assets			1.2			1.6
Current operating lease liabilities			0.4			0.5
Non-current operating lease liabilities			0.8			1.1

The current portion of the right-of-use assets of $0.4 million are recognized within "Other current assets" (see Note 12 - Other Current Assets) and the non-current portion of the right-of-use assets of $0.8 million are recognized within "Other non-current assets" (see Note 16 - Other Non-Current Assets) in the Consolidated Balance Sheets. The current operating lease liabilities are recognized within "Other current liabilities" (see Note 18 - Other Current Liabilities) and the non-current operating lease liabilities are recognized within "Other non-current liabilities" in the Consolidated Balance Sheets. Our weighted average remaining lease term for our operating leases is 3.5 years. Our weighted-average discount rate applied for the majority of our operating leases is 6.5%.

Components of lease expenses are comprised of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023
Operating lease expense			15.2			12.5
Total operating lease expense			15.2			12.5

For the years ended December 31, 2024 and 2023, of the total operating lease expense, $13.1 million and $10.7 million is recognized as "Rig operating and maintenance expenses", respectively and $2.1 million and $1.8 million is recognized as "General and administrative expenses" in the Consolidated Statements of Operations, respectively.

F-33

---

The future minimum leases payments under the Company's non-cancellable operating leases as at December 31, 2024 are as follows:

(In $ millions)
2024			0.6
2025			0.3
2026			0.3
2027			0.3
Thereafter			—
Total Minimum Lease Payments			1.5
Less: Imputed interest			(0.3)
Present value of operating liabilities			1.2

Rental income

Effective January 1, 2024, as part of a restructuring of our operations under our joint venture in Mexico, the Company entered into new fixed external bareboat charter agreements for two jack-up rigs and effective April 1, 2024 we entered into further fixed external bareboat charter agreements for three jack-up rigs, which continue to service Opex's contract with Pemex (see Note 7 - Equity Method Investments). Future revenues are based on a blended rate, in line with our revenue recognition policy, as the contract includes daily rates that change over the firm term of the contract.

Revenues from operating leases for the year ended December 31, 2024 of $90.8 million have been recognized on a straight-line basis as “Bareboat charter revenue” in the Consolidated Statements of Operations. There were nil revenues from operating leases for the year ended December 31, 2023 or 2022.

The minimum future revenues to be received under the Company's operating leases on its jack-up rigs as of December 31, 2024, are as follows:

(In $ millions)			December 31, 2024
2025			106.9
Total minimum contractual future revenues			106.9

The cost and accumulated depreciation of jack-up rigs leased to third parties as of December 31, 2024 were $754.5 million and $174.8 million, respectively. There were no jack-up rigs leased to third parties as of December 31, 2023.

Note 16 - Other Non-Current Assets

Other non-current assets are comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
Deferred mobilization and contract preparation costs (1)			39.5			42.6
Deferred tax asset			18.6			19.3
Deferred demobilization revenue (2)			1.5			1.5
Deferred financing fee			1.2			1.7
Prepayments			0.9			0.3
Right-of-use lease asset, non-current (3)			0.8			1.1
Liquidated damages (4)			—			0.8
Total			62.5			67.3

(1) Non-current deferred mobilization and contract preparation costs relates to the non-current portion of contract mobilization and preparation costs for the jack-up rigs "Idun", "Saga", "Arabia III", "Hild", "Vali", and "Arabia I" (see Note 5 - Contracts with Customers).

F-34

---

(2) Non-current deferred demobilization revenue relates to demobilization revenue for two of our jack-up rigs, which will be billed upon contract completion.

(3) The right-of-use lease asset pertains to our office leases (see Note 15 - Leases).

(4) Relates to the non-current portion of liquidated damages associated with a known delay in the operational start date of two of our contracts, as at December 31, 2023, which is amortized over the firm contract terms and recognized as reduction of "Dayrate revenue" in the Consolidated Statements of Operations.

Note 17 - Accrued Expenses

Accrued expenses are comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
Accrued goods and services received, not invoiced			14.2			19.7
Accrued payroll and bonus			13.2			12.3
Other accrued expenses (1)			40.6			45.0
Total			68.0			77.0

(1) Other accrued expenses includes professional fees, management fees and other accrued expenses related to rig operations.

Note 18 - Other Current Liabilities

Other current liabilities are comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
VAT payable			28.2			17.5
Other current taxes payable (1)			19.6			19.7
Advances from customers (2)			15.9			—
Corporate income taxes payable			14.3			6.7
Accrued payroll and severance			1.4			0.8
Operating lease liability, current			0.4			0.5
Other current liabilities			4.4			6.1
Cash distributions payable (3)			—			11.9
Total other current liabilities			84.2			63.2

(1) Other current taxes payable includes withholding tax, payroll tax and other indirect tax related liabilities.

(2) Advances from customers relates to an advance on one of our contracts which is to be offset against future invoices.

(3) On December 22, 2023, the Company declared a cash distribution of $0.05 per share, corresponding to a total of $11.9 million, which was paid to our shareholders on January 22, 2024.

Note 19 - Debt

F-35

---

Short-term debt is comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
2028 Notes			75.0			75.0
Additional 2028 Notes and Further Additional 2028 Notes			26.0			—
2030 Notes			25.0			25.0
Additional 2030 Notes			8.7			—
Principal Outstanding			134.7			100.0
Deferred finance charges (1)			(12.5)			(10.3)
Debt discount			(6.8)			(6.8)
Debt premium			2.7			—
Carrying Value Short-Term Debt (2)			118.1			82.9

F-36

---

Long-term debt is comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
2028 Notes			875.0			950.0
2030 Notes			465.0			490.0
Additional 2028 Notes and Further Additional 2028 Notes			303.6			—
$250m Convertible Bonds (3)			239.4			250.0
Additional 2030 Notes			161.9			—
Principal Outstanding			2,044.9			1,690.0
Deferred finance charges(1)			(37.7)			(40.5)
Debt discount			(23.9)			(30.7)
Debt premium			9.2			—
Carrying Value Long-Term Debt (2)			1,992.5			1,618.8

(1) As at December 31, 2024, deferred finance charges include the unamortized legal and bank fees associated with the 2028 Notes, Additional 2028 Notes, Further Additional 2028 Notes, 2030 Notes, Additional 2030 Notes, Convertible Bonds, our undrawn $150 million revolving credit facility as well as the unamortized debt issuance cost associated with the fair value of the Share Lending Agreement (see Note 26 - Stockholders' Equity). As at December 31, 2023, deferred finance charges include the unamortized legal and bank fees associated with the 2028 Notes, 2030 Notes, Convertible Bonds, our undrawn $150 million revolving credit facility as well as the unamortized debt issuance cost associated with the fair value of the Share Lending Agreement.

(2) Carrying amounts in the table above include, where applicable, deferred financing fees, debt discounts and debt premiums.

(3) In March 2024 we repurchased $10.6 million principal amount of the Convertible Bonds at an average price of 120.88% of par for a total consideration of $12.9 million, inclusive of accrued interest, and recognized a loss in "Other financial expenses, net" of $2.3 million. The convertible bonds have been presented net of the bonds owned.

At December 31, 2024 the scheduled maturities of our debt were as follows:

(In $ millions)			December 31, 2024
2025			134.7
2026			134.7
2027			134.7
2028			1,249.7
2029			33.7
Thereafter			492.1
Total			2,179.6

Our Long Term Debt

As of December 31, 2024, our indebtedness consists of our $1.94 billion principal amount of senior secured notes due in 2028 and 2030, which are secured by 23 of our owned rigs and our $239.4 million of unsecured Convertible Bonds due in 2028. We also have a $195 million Super Senior Credit Facility, comprised of a $150 million RCF and a $45 million Guarantee Facility, which is also secured by 23 of our rigs. As of December 31, 2024, $41.5 million were drawn under the Guarantee Facility, and the $150 million RCF was undrawn (See Note 21 - Commitments and Contingencies).

Set forth below is a description of our outstanding bonds and our existing credit facility.

Senior Secured Notes

On November 7, 2023, the Company's wholly owned subsidiary Borr IHC Limited, and certain other subsidiaries, issued (i) $1,540.0 million in aggregate principal amount of senior secured notes, consisting of $1,025.0 million principal amount of senior

F-37

---

secured notes due in 2028 issued at a price of 97.750% of par, raising proceeds of $1,001.9 million, bearing a coupon of 10% per annum (the "2028 Notes") and (ii) $515.0 million principal amount of senior secured notes due in 2030 issued at a price of 97.000% of par, raising proceeds of $499.5 million, bearing a coupon of 10.375% per annum (the "2030 Notes" and, together with the 2028 Notes, the "Notes"). The 2028 Notes mature on November 15, 2028 and the 2030 Notes mature on November 15, 2030, and interest and amortization on the Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2024.

In March 2024 and August 2024, the Company issued $200.0 million and $150.0 million principal amount of additional senior secured notes due in 2028, respectively (the "Additional 2028 Notes" and the "Further Additional 2028 Notes", and together with the 2028 Notes and the 2030 Notes, the "Notes"), under the same indenture as the $1,025.0 million notes issued in November 2023. The Additional 2028 notes were issued at a price of 102.5% plus accrued interest, raising gross proceeds of $211.9 million. The Further Additional 2028 notes were issued at a price of 102.5% plus accrued interest, raising gross proceeds of $157.5 million.

In November 2024, the Company issued $175.0 million principal amount of additional senior secured notes due in 2030, (the "Additional 2030 Notes", and together with the 2028 Notes and the 2030 Notes, the "Notes"), under the same indenture as the $515.0 million notes issued in November 2023. The Additional 2030 notes were issued at a price of 102.5% of par plus accrued interest, raising gross proceeds of $188.1 million.

Super Senior Revolving Credit Facility

On November 7, 2023, the Company and Borr IHC Limited (as borrowers and guarantors) entered into the Super Senior Revolving Credit Facility Agreement with DNB Bank ASA and Citibank N.A., Jersey Branch (as original lenders), DNB Bank ASA (as facility agent) (the “RCF Facility Agent”) and Wilmington Trust (London) Limited (as security agent). This facility was comprised of a $150 million RCF and a $30 million Guarantee Facility. In August 2024, the Company increased the $30.0 million Guarantee Facility to $45.0 million, bringing the total Super Senior Revolving Credit Facility to $195.0 million.

Borrowings are available to be used for general corporate and/or working capital purposes, provided that any amounts borrowed may not be used to fund any dividend or other distribution.

The Super Senior Credit Facility is secured on a super-senior basis by the same security that secures the Notes.

The interest rate on loans under the RCF is the applicable margin plus Term SOFR, subject to a zero floor. The initial margin is 3.25% per annum. Subject to certain conditions, the margin will be adjusted in accordance with a margin ratchet.

A commitment fee is payable on the aggregate undrawn and uncancelled amount of the RCF from November 7, 2023 until the last day of the availability period for the facility at the rate of 40% of the then applicable margin.

The termination date for the Super Senior Credit Facility will be the earlier of the date falling (i) 54 months after the Closing Date (as defined in the Super Senior Credit Facility Agreement); and (ii) six months prior to the final maturity of the Notes.

In August 2024, the Company drew down and subsequently repaid $85.0 million of the RCF to facilitate the delivery of the jack-up rig '"Vali" due to the timing between the delivery of the rig and the proceeds received from the Further Additional 2028 notes issued in August 2024. Further, in November 2024, the Company drew down and subsequently repaid $40.0 million of the RCF to facilitate the delivery of the jack-up rig '"Var" due to the timing between the delivery of the rig and the proceeds received from the Additional 2030 notes issued in November 2024.

Unsecured Convertible Bonds due 2028

In February 2023, we issued $250.0 million of unsecured convertible bonds, which mature in February 2028. The initial conversion price was $ 7.3471 per share, convertible into 34,027,031 common shares. In March 2024 we repurchased $10.6 million principal amount of the Convertible Bonds at an average price of 120.88% of par for a total consideration of $12.9 million, inclusive of accrued interest, and recognized a loss in "Other financial expenses, net" of $2.3 million. Following the payment of a $0.05 per share cash distribution in each of January and March 2024 as well as a $0.10 per share cash contribution in each of June and September 2024, the adjusted conversion price is $7.02490 per share, with the current amount of the convertible bonds convertible into 34,078,777 shares. The convertible bonds have a coupon of 5% per annum payable semi-annually in arrears in equal installments. The terms and conditions governing our convertible bonds contain customary events of default, including failure to pay any amount due on the bonds when due, and certain restrictions, including, among others, restrictions on disposal of assets and our ability to carry out any merger or corporate reorganization, subject to exceptions.

F-38

---

As a result of the voluntary delisting of the Company's common shares from the OSE, with a last trading date of December 30, 2024, the Company received approval from the bondholders of the Convertible Bonds, to amend the bond terms so that effective from the delisting date, the Convertible Bond becomes convertible into shares listed on the NYSE (in lieu of shares listed on the OSE) (see Note 26 - Stockholders' Equity).

For a description of our outstanding debt facilities as at December 31, 2023, see Note 21 - Debt, in our annual report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 27, 2024.

Interest

The weighted average nominal interest rate for all of our interest-bearing debt was 9.7% for the year ended December 31, 2024 (2023: 9.5%). Excluding our Convertible Bonds, the weighted average interest rate for our interest-bearing debt was 10.3% for the year ended December 31, 2024 (2023: 10.6%).

Note 20 - Onerous Contracts

Onerous contracts are comprised of the following:

			As of December 31,
(In $ millions)			2024			2023
Onerous rig contract "Vali"			—			26.9
Onerous rig contract "Var"			—			27.6
Total			—			54.5

Onerous contracts related to the estimated excess of remaining shipyard installments to be made to Seatrium over the fair value estimate at the time of acquisition of the newbuild contracts for the jack-up drilling rigs "Vali" and "Var" in 2017.

In September 2023, we entered into an agreement with Seatrium New Energy Limited to amend the Construction Contract for the "Vali" and the "Var" to expedite their delivery dates, on a best efforts basis, to August 2024 and November 2024, respectively. In August 2024, we took delivery of the "Vali" and in November 2024, we took delivery of the Var. We reclassified the respective onerous contract amounts to Newbuildings (see Note 13 - Newbuildings).

Note 21 - Commitments and Contingencies

Transocean Transaction

On March 15, 2017, the Company entered into an agreement to acquire fifteen high specification jack-up drilling rigs from Transocean Inc ("Transocean"). The transaction consisted of Transocean's entire jack-up fleet, comprising eight rig owning companies in Transocean's fleet and five newbuildings under construction at Seatrium, Singapore.

In September 2023, we entered into an executed agreement with Seatrium New Energy Limited to amend the Construction Contract for the two remaining newbuildings, "Vali" and "Var", to expedite their delivery dates, on a best efforts basis only, to August 2024 and November 2024, respectively, in consideration for an additional payment of $12.5 million (acceleration costs) per rig on each respective delivery date, resulting in a total commitment of $159.9 million per rig. In August 2024, we took delivery of the "Vali" and in November 2024, we took delivery of the "Var". As of December 31, 2024 there are no longer any contracted installments remaining ($319.8 million as of December 31, 2023).

Acquisition of Seatrium Rigs

In May 2018, the Company signed a master agreement to acquire five premium newbuild jack-up drilling rigs from Seatrium. In October 2019, January 2020 and April 2020, we took delivery of the new jack-up rigs “Hermod”, "Heimdal" and "Hild", respectively. In 2022 the delivery dates of the two remaining rigs were amended to 2023 and subsequently, the rigs "Huldra" and "Heidrun" were sold. The remaining contracted installments for these two rigs under construction, payable on delivery are nil as of December 31, 2024 and 2023.

F-39

---

The Company had the following delivery installment commitments:

			As of December 31,
(In $ millions)			2024			2023
Delivery installments for jack-up drilling rigs			—			319.8
Total			—			319.8

Other commercial commitments

We have other commercial commitments which contractually obligate us to settle with cash under certain circumstances. Bank and parent company guarantees entered into between certain customers and governmental bodies guarantee our performance regarding certain drilling contracts, customs import duties and other obligations in various jurisdictions.

The Company has the following guarantee commitments:

			As of December 31,
(In $ millions)			2024			2023
Bank guarantees, letters of credit and performance bonds(1)			42.9			29.0
Total			42.9			29.0

(1) In November 2023, the Company entered into a new facility with DNB Bank ASA (in connection with the entry into the RCF) to provide guarantees and letters of credit of up to $30.0 million and in August 2024, the Company increased the $30.0 million Guarantee Facility to $45.0 million collateralized by the same security that secures the Notes. As a result, no restricted cash is supporting bank guarantees as at December 31, 2024 and as at December 31, 2023.

As of December 31, 2024, the expected expiration dates of these obligations are as follows:

(In $ millions)			Less than 1 year			2-3 years			4-5 years			Thereafter			Total
Bank guarantees, letters of credit and performance bonds			13.7			23.7			5.0			0.5			42.9

Assets pledged as collateral

			As of December 31,
(In $ millions)			2024			2023
Book value of jack-up rigs pledged as collateral for debt facilities			2,671.7			2,578.3

Note 22 - Share Based Compensation

Share Options

We have adopted a long-term Share Option Scheme (the "Borr Scheme"). The Borr Scheme permits the board of directors, at its discretion, to grant options to acquire shares in the Company, to employees and directors of the Company or its subsidiaries. Options granted under the Borr Scheme will vest at a date determined by the board at the date of the grant. The options granted under the plan to date have five-year terms and have various vesting profiles, which range over one year to four year periods. The total number of shares authorized by the Board to be issued under the Borr Scheme is 15,987,000.

Share-based payment charges for the years ended December 31, 2024, 2023 and 2022 were as follows:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Share-based payment charge			6.1			4.6			2.1

F-40

---

Details regarding share option issuances for the year ended December 31, 2024, 2023 and 2022 are as follows:

Grant Date			Number of Share Options Issued			Exercise Price (1)			Share Price Grant Date
September 2024			2,990,000			6.68			6.07
November 2023			2,100,000			6.65			6.19
September 2022			1,333,334			4.00			3.96
September 2022			1,333,333			4.75			3.96
September 2022			1,333,333			5.50			3.96

(1) Exercise price at grant date.

The fair values of the options issued in 2024, 2023 and 2022 were calculated at $5.6 million, $5.5 million and $8.0 million respectively, and are recognized as "General and administrative expenses" or "Rig operating and maintenance expenses" over the vesting period, based on the employee's profit center, in the Consolidated Statements of Operations.

The table below sets forth the number of share options and weighted average fair value price for the years ended December 31, 2024, 2023 and 2022:

			2024						2023						2022
			Number			Weighted Avg. Fair Value Price (in $)			Number			Weighted Avg. Fair Value Price (in $)			Number			Weighted Avg. Fair Value Price (in $)
Outstanding at January 1			10,689,698			1.48			9,445,006			1.19			5,670,000			0.64
Granted during the year			2,990,000			1.88			2,100,000			2.63			4,000,000			2.00
Exercised during the year			(901,372)			1.08			(410,302)			0.47			—			—
Forfeited during the year			(80,000)			0.53			(217,506)			0.88			(11,250)			2.68
Expired during the year			(60,000)			1.29			(227,500)			2.29			(213,744)			1.78
Outstanding at December 31			12,638,326			1.61			10,689,698			1.48			9,445,006			1.19

The fair value of equity settled options are measured at grant date using the Black Scholes option pricing model using the following inputs:

			2024			2023			2022
Expected future volatility			45		%	59		%	76		%
Expected dividend rate			—		%	—		%	—		%
Risk-free rate			3.8% to 4.0%			4.3% to 4.8%			3.4% to 3.5%
Expected life after vesting			3.0 years			3.3 years			3.5 years

In February 2024, the Company retrospectively amended its Borr Scheme to reduce the exercise price by the amount of dividends or other capital distributions declared by the Company on a per share basis, effectively offering option holders with dividend protection resulting in zero expected dividend rate.

The volatility was derived by using an average of the (i) historic volatility of the Company’s shares since listing on the Oslo Stock Exchange, (ii) peer group volatility and (iii) Oslo Energy sector index volatility.

F-41

---

The table below sets forth the number of share options granted and weighted average exercise price during the years ended December 31, 2024, 2023 and 2022:

			2024						2023						2022
			Number			Weighted Avg. Exercise Price (in $)			Number			Weighted Avg. Exercise Price (in $)			Number			Weighted Avg. Exercise Price (in $)
Outstanding at January 1			10,689,698			4.11			9,445,006			4.48			5,670,000			5.66
Granted during the year			2,990,000			6.68			2,100,000			6.65			4,000,000			4.75
Exercised during the year			(901,372)			2.42			(410,302)			2.00			—			—
Forfeited during the year			(80,000)			1.68			(217,506)			3.77			(11,250)			48.70
Expired during the year			(60,000)			34.68			(227,500)			46.92			(213,744)			38.47
Outstanding at December 31			12,638,326			4.44			10,689,698			4.11			9,445,006			4.48
Exercisable at December 31			3,291,676			2.28			1,313,036			3.51			271,250			45.00

The aggregate intrinsic value for the outstanding share options as of December 31, 2024 and 2023 is $8.9 million and $36.3 million, respectively. The aggregate intrinsic value for the exercisable share options as of December 31, 2024 and 2023 is $5.3 million and $6.7 million, respectively. The total intrinsic value for the share options exercised during the year ended December 31, 2024 and 2023 was $3.2 million and $2.2 million, respectively.

Weighted average remaining life for the vested options as at December 31, 2024, 2023 and 2022 were 1.96 years, 2.54 years and 0.71 years respectively.

Performance Stock Units

Pursuant to the Long Term Incentive Plan ("LTIP"), we granted 250,000 Performance Stock Units ("PSUs") to our Chief Executive Officer ("CEO") during the year ended December 31, 2024. The PSUs will vest in full on December 31, 2026 depending on the total shareholder return performance of the Company over the period between award and vesting versus a certain set of industry peers and are conditional on the recipient continuing to serve as an executive at the date of vesting.

We granted 500,000 PSUs to our CEO during the year ended December 31, 2022. The PSUs will vest in full on September 1, 2025 depending on certain performance criteria linked to the closing share price. Pay out of the award is subject to reaching $10.00 per share on 75% of the days in the third quarter of 2025, prior to September 1, 2025 and are conditional on the recipient continuing to serve as an executive at the date of vesting.

PSUs expense for the year ended December 31, 2024, 2023 and 2022 was $0.8 million, $0.3 million and $0.1 million, respectively.

The table below sets forth the number of PSUs and weighted average fair value price for the years ended December 31, 2024 and 2022:

			2024						2022
			Number			Weighted Avg. Fair Value Price (in $)			Number			Weighted Avg. Fair Value Price (in $)
Non-vested at January 1			500,000			2.02			—			—
Granted during the year			250,000			8.64			500,000			2.02
Vested during the year			—			—			—			—
Forfeited during the year			—			—			—			—
Expired during the year			—			—			—			—
Non-vested at December 31			750,000			4.23			500,000			2.02

F-42

---

No PSUs were granted during the year ended December 31, 2023.

The fair values of the PSUs issued in 2024 and 2022 were calculated at $2.2 million and $1.0 million, respectively, and are recognized in "General and administrative expenses" over the vesting period in the Consolidated Statements of Operations.

The fair value of PSUs is measured at grant date using the Monte Carlo simulation model using the following inputs:

			2024			2022
Expected future volatility			52		%	81		%
Share price at valuation date			$6.81			$3.96
Expected dividend rate			6.2		%	—		%
Risk-free rate			4.23		%	3.54		%

The 2024 volatility was derived by using an average of the (i) historic volatility of the Company’s shares since listing on the New York Stock Exchange and (ii) peer group volatility. The 2022 volatility was derived by using an average of the (i) historic volatility of the Company’s shares since listing on the New York Stock Exchange, (ii) peer group volatility and (iii) Oslo Energy sector index volatility.

Restricted Stock Units

We granted 136,610 Restricted Stock Units ("RSUs") to our directors and 750,000 to our CEO for a total of 886,610 RSUs during the year ended December 31, 2024. The directors' RSUs will vest in full on September 30, 2025 and are conditional on the recipients continuing to serve as a director at the date of vesting and the CEO's RSUs will vest in December 31, 2025 and December 31, 2026 and are conditional on the recipient continuing to serve as an executive at the date of vesting. We granted 112,780 RSUs to our directors during the year ended December 31, 2023 and these RSUs vested in full on September 30, 2024. We granted 88,584 RSUs to our directors during the year ended December 31, 2022 and these RSUs vested in full on September 30, 2023.

RSUs expense for the years ended December 31, 2024, 2023 and 2022 was $2.2 million, $0.5 million and $0.1 million, respectively.

The table below sets forth the number of RSUs and weighted average fair value price for the years ended December 31, 2024, 2023 and 2022:

			2024						2023						2022
			Number			Weighted Avg. Fair Value Price (in $)			Number			Weighted Avg. Fair Value Price (in $)			Number			Weighted Avg. Fair Value Price (in $)
Non-vested at January 1			112,780			6.19			88,584			5.08			—			—
Granted during the year			886,610			5.79			112,780			6.19			88,584			5.08
Vested during the year			(112,780)			6.19			(88,584)			5.08			—			—
Non-vested at December 31			886,610			5.79			112,780			6.19			88,584			5.08

The aggregate intrinsic value for the non-vested RSUs as of December 31, 2024 and 2023 is $3.5 million and $0.8 million, respectively. The total intrinsic value for the RSUs vested during the year ended December 31, 2024 and 2023 was $0.4 million and $0.6 million, respectively.

The fair value of the RSUs issued in 2024, 2023 and 2022 is calculated at $5.1 million, $0.7 million and $0.5 million and is recognized in "General and administrative expenses" over the vesting period in the Consolidated Statements of Operations.

The fair value of the RSUs is estimated using the closing market price of our stock at grant date adjusted by the expected dividend rate.

F-43

---

Note 23 - Pensions

Defined Benefit Plans

As part of the Paragon acquisition, on March 29, 2018, the Company acquired two defined benefit pension plans.

As of December 31, 2024, the Company sponsored two non-U.S. noncontributory defined benefit pension plans, the Paragon Offshore Enterprise Ltd and the Paragon Offshore Nederland B.V. pension plans, which cover certain Europe-based salaried employees. As of January 1, 2017, all active employees under the defined benefit pension plans were transferred to a defined contribution pension plan related to their future service. The accrued benefits under the defined benefit plans were frozen and all employees became deferred members.

As of December 31, 2024, assets of the Paragon Offshore Enterprise Ltd and Paragon Offshore Nederland B.V. pension plans were invested in instruments that are similar in form to a guaranteed insurance contract. The plan assets are based on surrender values, and represent the present value of the insured benefits. Surrender values are calculated based on the Dutch Central Bank interest curve. This yield curve is based on inter-bank swap rates. There are no observable market values for the assets (Level 3); however, the amounts listed as plan assets were materially similar to the anticipated benefit obligations under the plans.

As of December 31, 2024, our pension obligations represented an aggregate liability of $114.6 million and an aggregate asset of $114.6 million, representing the fully funded status of the plans. In the year ended December 31, 2024, aggregate periodic benefit costs showed an interest cost of $2.6 million and an expected return on plan assets of $2.6 million. Our defined benefit pension plans are recorded at fair value.

A reconciliation of the changes in projected benefit obligations (“PBO”) for our pension plans are as follows:

			As of December 31,
(In $ millions)			2024			2023
Benefit obligation at beginning of period			114.3			106.9
Interest cost			2.6			2.7
Actuarial loss			7.2			2.6
Benefits paid			(2.4)			(2.1)
Foreign exchange rate changes			(7.1)			4.2
Benefit obligation at end of period			114.6			114.3

A reconciliation of the changes in fair value of plan assets is as follows:

			As of December 31,
(In $ millions)			2024			2023
Fair value of plan assets at beginning of period			114.3			106.9
Actual return on plan assets			9.8			5.3
Benefits paid			(2.4)			(2.1)
Foreign exchange rate changes			(7.1)			4.2
Fair value of plan assets at end of period			114.6			114.3

Both plans were fully funded as of December 31, 2024 and December 31, 2023 and as such, no amounts are recognized in our Consolidated Statements of Operations as of December 31, 2024 and December 31, 2023.

Benefit cost includes the following components:

			For the Years Ended December 31,
(In $ millions)			2024			2023
Interest cost			2.6			2.7
Expected return on plan assets			(2.6)			(2.7)
Net benefit cost			—			—

No benefit cost was recognized in our Consolidated Statement of Operations during 2024 and 2023.

F-44

---

Defined Benefit Plans – Key Assumptions

The key assumptions for the plans are summarized below:

			As of December 31,
Weighted Average Assumptions Used to Determine Benefit Obligations			2024			2023
Discount rate			2.17% to 2.30%			2.33% to 2.47%

			For the Years Ended December 31,
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost			2024			2023
Discount rate			2.33% to 2.47%			2.54% to 2.93%
Expected long-term return on plan assets			2.33% to 2.47%			2.54% to 2.93%

The discount rates used to calculate the net present value of future benefit obligations are determined by using a yield curve of high-quality bond portfolios with an average maturity approximating that of the liabilities.

The assets are based on the surrender value of vested benefits within the Nationale Nederlanden contract. This value is based on the projected future cash flows discounted with a (contractually specified) interest rate term structure (spot rates by term). The single interest equivalent of this interest rate term structure has been set as the expected return on plan assets.

Defined Benefit Plans – Cash Flows

No contributions were made to the plans in 2024 or 2023. The Company does not expect to make contributions to the plan in the next year.

The following table summarizes the benefit payments at December 31, 2024 estimated to be paid within the next ten years by the issuer of the guaranteed insurance contract:

						Payments by Period
			Total			2025			2026			2027			2028			2029			Five Years Thereafter
Estimated benefit payments			38.2			2.7			3.0			3.2			3.5			3.7			22.1

Defined Contribution Plans

The Company operates a number of defined contribution plans, allowing employees to make tax-deferred contributions to the plans. Under these plans the Company matches contributions up to certain defined percentages, depending on the plan. Matching contributions totaled $1.3 million, $2.2 million and $2.4 million for the years ended December 31, 2024, 2023 and 2022 respectively.

Note 24 - Financial Instruments

Concentration of credit risk

There is a concentration of credit risk with respect to cash and cash equivalents to the extent that substantially all of the amounts are carried with DNB Bank ASA, Saudi Awwal Bank and Citibank, however we believe this risk is remote, as they are established and reputable establishments with no prior history of default.

Interest rate risk

As of December 31, 2024, all of our outstanding debt obligations are on fixed interest rates, therefore we are currently not exposed to the impact of interest rate changes, however, under our RCF, which was undrawn as of December 31, 2024 but utilized during the year ended December 31, 2024, we are exposed to the impact of interest rate changes as we are required to make interest payments based on SOFR plus associated margins. Significant increases in interest rates could adversely affect our future results of operations and cash flows should we elect to drawdown on this facility. The Company is exposed to changes in long-term market interest rates if and when maturing debt is refinanced with new debt.

F-45

---

In certain situations, the Company may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. The Company is not engaged in derivative transactions for speculative or trading purposes and has not entered into derivative agreements to mitigate the risk of these fluctuations.

Foreign exchange risk management

The majority of the Company's gross earnings are receivable in U.S dollars. The majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency, however, we incur certain expenditures in other currencies. There is a risk that currency fluctuations, primarily relative to the U.S. dollar will have a negative effect on the value of our cash flows. The Company has not entered into derivative agreements to mitigate the risk of these fluctuations.

Fair values of financial instruments

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data

The carrying value and estimated fair value of our financial instruments at December 31, 2024 and December 31, 2023 were as follows:

						As of December 31, 2024						As of December 31, 2023
(In $ millions)			Hierarchy			Fair Value			Carrying Value			Fair Value			Carrying Value
Assets
Cash and cash equivalents(1)			1			61.6			61.6			102.5			102.5
Restricted cash(1)			1			0.9			0.9			0.1			0.1
Trade receivables(1)			1			184.3			184.3			56.2			56.2
Other current assets (excluding deferred costs and right-of-use lease asset)(1)			1			27.1			27.1			31.5			31.5
Due from related parties(1)			1			85.1			85.1			95.0			95.0
Liabilities
Trade payables(1)			1			81.6			81.6			35.5			35.5
Accrued expenses(1)			1			68.0			68.0			77.0			77.0
Short-term accrued interest and other items (1)			1			30.6			30.6			42.3			42.3
Other current liabilities(1)			1			84.2			84.2			63.2			63.2
Short-term debt (2) (3)			2			134.8			134.7			104.4			100.0
Long-term debt (2) (4)			2			2,038.1			2,044.9			1,818.0			1,690.0

(1) The carrying values approximate the fair values due to their near term expected receipt of cash.

(2) Short-term and long-term debt excludes debt discounts, debt premiums and deferred finance charges.

(3) This relates to our 10% Notes due in 2028 and 10.375% Notes due in 2030. These are fair valued using observable market-based inputs.

(4) This relates to our 10% Notes due in 2028 and 10.375% Notes due in 2030 and our $250 million Convertible Bond due in 2028. These are fair valued using observable market-based inputs.

Share Lending Agreement

In addition, during the year ended December 31, 2023, the Company recognized a deferred finance charge in the amount of $12.4 million in relation to our Share Lending Framework Agreement ("SLFA"), which was fair valued using observable market-based inputs and is amortized over the term of the $250.0 million Convertible Bonds. As of December 31, 2024, the unamortized

F-46

---

amount of the issuance costs associated with the SLFA was $2.5 million ($2.5 million as at December 31, 2023) included in "Short-term debt" and $5.2 million ($7.6 million as at December 31, 2023) included in "Long-term debt" in our Consolidated Balance Sheets. See Note 26 - Stockholders' Equity.

Note 25 - Related Party Transactions

a) Transactions with entities over which we have significant influence

We provided three rigs on a bareboat basis to Perfomex to service its contract with Opex and two rigs on a bareboat basis to Perfomex II to service its contract with Akal. Perfomex and Perfomex II provided the jack-up rigs under traditional dayrate and technical service agreements ("DTSAs") to Opex and Akal, respectively. This structure enabled Opex and Akal to provide bundled integrated well services to Pemex. Effective October 20, 2022 until December 31, 2023, we provided all five rigs on a bareboat basis to Perfomex, to service its contracts with Opex. The bareboat revenue from these contracts was recognized as "Related party revenue" in the Consolidated Statements of Operations.

Effective January 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Grid" and "Gersemi" and effective April 1, 2024, Perfomex and Opex agreed to terminate the DTSAs for the jack-up rigs "Galar", "Odin" and "Njord". The associated bareboat charter agreements between Perfomex and the Company were also terminated. Effective the same dates as the termination dates referenced above, the Company entered into new fixed rate bareboat charter agreements for the jack-up rigs with an unrelated party, which has agreed to provide the five rigs to service Opex's contract with Pemex. As such, effective April 1, 2024, we do not provide rigs on a bareboat basis to Perfomex (see Note 7 - Equity Method Investments and Note 15 - Leases).

Bareboat revenues from our related parties for the years ended December 31, 2024, 2023 and 2022 consisted of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Bareboat Revenue - Perfomex			35.0			129.6			60.2
Bareboat Revenue - Perfomex II			—			—			24.9
Total			35.0			129.6			85.1

The bareboat revenue for the year ended December 31, 2024 consisted primarily of bareboat revenue until March 31, 2024 and amortization of deferred revenue during the three months ended June 30, 2024 associated with the acceleration of amortization of the deferred performance fee associated with the jack-up rigs "Galar", "Odin" and "Njord" as a consequence of the termination of the bareboat charter agreements between Perfomex and the Company, effective April 1, 2024.

Perfomex provides onshore operational and technical support services to the Company for two rigs operating in Mexico. These expenses were recognized as "Rig operating and maintenance expenses" in the Consolidated Statements of Operations and for the years ended December 31, 2024, 2023 and 2022 consisted of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Onshore Operational and Technical Support - Perfomex			3.6			1.6			0.4
Total			3.6			1.6			0.4

Repayment of loans from our equity method investments for the years ended December 31, 2024, 2023 and 2022 consisted of the following (1):

			As of December 31,
(In $ millions)			2024			2023			2022
Perfomex			—			(9.8)			—
Total			—			(9.8)			—

(1) Repayment of loans from our equity method investments is included in "Equity method investments" in the Consolidated Balance Sheets (see Note 7 - Equity Method Investments).

F-47

---

Receivables: The balances with the joint ventures as of December 31, 2024 and 2023 consisted of the following:

			As of December 31,
(In $ millions)			2024			2023
Perfomex			85.1			92.4
Perfomex II			—			2.6
Total			85.1			95.0

b) Transactions with Other Related Parties

Additional paid in capital: The transactions with other related parties for the years ended December 31, 2024, 2023 and 2022 consisted of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Magni Partners Limited (1)			—			0.6			1.6
Total			—			0.6			1.6

(1) The above relates to fees directly attributable to the Company's Equity Offerings in October 2023 and August 2022 and have been recognized in "Additional paid in capital" in our Consolidated Balance Sheets.

Expenses: The transactions with other related parties for the years ended December 31, 2024, 2023 and 2022 consisted of the following:

			For the Years Ended December 31,
(In $ millions)			2024			2023			2022
Front End Limited Company (1)			3.4			2.7			—
Magni Partners Limited (2)			—			0.6			0.5
Drew Holdings Limited (3)			—			1.0			—
Total			3.4			4.3			0.5

(1) Front End Limited Company ("Front End") owns 3% of Borr Arabia Well Drilling LLC, an entity that is consolidated by Borr Drilling Limited and incorporated in the Kingdom of Saudi Arabia (the "KSA"). Front End is an agent and party to a Management Agreement with Borr Arabia Well Drilling LLC to provide management services in the KSA, for which it receives a management fee.

(2) Magni Partners Limited ("Magni") is a party to a Corporate Services Agreement with the Company, pursuant to which it provides strategic advice and assists in sourcing investment opportunities, financing and other such services as the Company wishes to engage, at the Company's option. There is both a fixed and variable element of the agreement, with the fixed cost element representing Magni's fixed costs and any variable element being at the Company's discretion. Mr. Tor Olav Trøim, the Chairman of our Board, is the sole owner of Magni. Effective January 1, 2024, the fixed element of the agreement was terminated, while the remaining terms of the agreement continue to remain in force.

(3) Drew Holdings Limited ("Drew") is wholly owned by Drew Trust, a non-discretionary trust established in Bermuda in which Mr. Tor Olav Trøim, the Chairman of our Board, is the beneficiary. In January 2023 Drew entered into a Share Lending Framework Agreement ("SLFA") with the Company and DNB Markets for the purposes of facilitating investors’ hedging activities in connection with the $250.0 million Senior Unsecured Convertible bonds due in 2028. In order to make the Company's shares available for lending, and only until a certain number of new shares were issued by the Company in connection with such lending arrangement, Drew made up to 15 million shares available to DNB Markets under the SLFA to facilitate such lending to the convertible bond investors requiring such hedging activities. Under the terms of the SLFA, the Company incurred fees payable to Drew for the shares available for lending. As at December 31, 2023, Drew was no longer a party to the SLA (see Note 26 - Stockholders' Equity).

F-48

---

In addition, in January 2023, the Company recognized $1.3 million payable to Magni under a Call-off Contract to cover direct costs related to assistance in relation to the Unsecured Convertible Bonds and Secured Bonds completed in February 2023 and in November 2023, the Company recognized $1.0 million payable to Magni under a Call-off Contract to cover direct costs related to assistance in relation to 2028 and 2030 Notes completed in November 2023. As these costs are directly attributable to the issuance of these bonds, these amounts were recognized as deferred finance charges, presented as a reduction to the carrying value of the associated facilities and are amortized over the term of the facilities as "Interest Expense" in the Consolidated Statements of Operations.

Note 26 - Stockholders' Equity

As of December 31, 2024, our shares were listed on the NYSE. In October 2024, at a Special General Meeting of the Company, a resolution was passed to approve the delisting of the Company's common shares from the OSE, and to authorize the Board of Directors to take the necessary steps to implement the delisting, including filing an application with the OSE. The Company filed the delisting application with the OSE on October 2, 2024 which was approved by the OSE on November 1, 2024. The last day of trading of the Company's common shares on the OSE was December 30, 2024.

Authorized share capital

(number of shares of $0.10 each)			2024			2023
Authorized shares: Balance at the start of the year			315,000,000			255,000,000
Increases:
February 23,2023			—			60,000,000
Authorized shares: Balance at the end of the year			315,000,000			315,000,000

Issued Share Capital

(number of shares of $0.10 each)			2024			2023
Issued : Balance at the start of the year			264,080,391			229,263,598
Shares issued (1)			—			8,816,793
Share issued and subsequently repurchased (2)			—			26,000,000
Issued shares: Balance at the end of the year(3)			264,080,391			264,080,391

Outstanding Share Capital

(number of shares of $0.10 each)			2024			2023
Issued shares			264,080,391			264,080,391
Treasury shares			19,153,570			11,498,355
Outstanding shares			244,926,821			252,582,036

(1) No shares were issued for the years ended December 31, 2024, details of shares issued in December 31, 2023 are as follows:

Date of Issue			Type of Listing			Exchange			Shares Issued			Price per Share ($)			Gross Proceeds ($ millions)
October 24, 2023			Private placement			Oslo			7,522,838			6.65			50.1
Various (ATM Sales) (4)			US public offering			NYSE			1,293,955			7.53			9.7
									8,816,793						59.8

(2) During the year ended December 31, 2023, the Company issued 15.0 million shares, 10.0 million shares and 1.0 million of shares, of par value $0.10 each on January 31, 2023, February 24, 2023 and August 16, 2023 respectively, which were subsequently repurchased into treasury.

(3) As of December 31, 2024, our shares were listed on the NYSE. As at December 31, 2023, our shares were listed on the OSE and NYSE.

F-49

---

(4) In July 2021, the Company entered into an Equity Distribution Agreement with Clarksons for the offer and sale of up to $40.0 million of common shares of the Company through an ATM program. During the year ended December 31, 2023, the Company issued 1,293,955 shares raising gross proceeds of $9.7 million and net proceeds of $9.6 million, with compensation paid by the Company to Clarksons of $0.1 million.

Treasury Shares

(number of shares of $0.10 each)			2024			2023
Treasury shares : Balance at the start of the year			11,498,355			315,511
Share issued and subsequently repurchased			—			26,000,000
Shares bought back (1)			5,086,786			125,000
Shares returned / (lent) under the Share Lending Agreement (2)			3,582,581			(14,443,270)
Shares issued on exercise of share options(3)			(901,372)			(410,302)
Shares issued as compensation (4)			(112,780)			(88,584)
Treasury shares : Balance at the end of the year			19,153,570			11,498,355

(1) On December 8, 2023 the board approved a share repurchase program for the Company’s shares, to be purchased in the open market and limited to a total amount of $100 million. On November 6, 2024 the board authorized the commitment to repurchase $20 million of shares under this plan before December 31, 2024. In November we acquired 2,466,281 shares on both NYSE and OSE for an aggregate price of $10.0 million and in December 2024, we acquired a further 2,620,505 shares on the NYSE and OSE at an aggregate price of $9.9 million. In December 2023, we acquired an aggregate of 125,000 shares on the NYSE at an aggregate price of $0.8 million.

(2) As of December 31, 2024, the Company had loaned 10,860,689 shares (December 31, 2023: 14,443,270 shares) to DNB for the purposes of allowing the holders of the New Convertible Bonds to perform hedging activities on the OSE (see "Share Lending Agreement").

(3) The Company issued 1.0 million shares of par value $0.10 each on August 16, 2023, which were subsequently repurchased into treasury to be used solely for issuances in connection with the exercise of share options under the Company’s existing share option program. The Company has issued 589,698 and 410,302 of these treasury shares in the years ended December 31, 2024 and 2023, respectfully, in connection with our Borr Scheme (see Note 22 - Share Based Compensation) following the exercise of a similar number of share options. During the year ended December 31, 2024 a further 311,674 shares were issued from Treasury shares which had been bought back between 2018 and 2023. The book value of the shares bought back to settle share options was $7.4 million, we received exercise proceeds of $0.7 million and the fair value of the these share options issued was $0.2 million which was recognized in "General and administrative expenses" and "Rig operating and maintenance expenses" in the Consolidated Statements of Operation (see Note 22 - Share Based Compensation as it relates to the 2021 and 2022 stock option plans). We recognized the loss on issuance of these treasury shares of $6.5 million as a reduction in "Additional Paid in Capital" in the Consolidated Balance Sheets as at December 31, 2024.

(4) During the years ended December 31, 2024 and December 31, 2023, the Company issued 112,780 and 88,584 common shares in relation to Director compensation. The value on the date of issuance of $0.7 million and $0.5 million, respectively, has been recognized in "General and Administrative expenses" in the Consolidated Statements of Operations (see Note 22 - Share Based Compensation as it relates to the 2024 and 2023 issuance of common shares in settlement of RSUs). The book value of the treasury shares issued was $0.6 million and $2.8 million respectively, as these shares had been bought back in 2023 and 2018. The gain on issuance of the treasury shares of $0.1 million for the year ended December 31, 2024 and the loss on issuance of the treasury shares of $2.4 million for the year ended December 31, 2023 has been recognized as an increase/reduction in "Additional Paid in Capital" in the Consolidated Balance Sheets as at December 31, 2024 and December 31, 2023.

Share Lending Agreement

In connection with the $250.0 million Convertible Bonds (see Note 19 - Debt), in January 2023, the Company entered into a SLFA with DNB Markets ("DNB") and Drew Holdings Limited ("Drew") with the intention of making up to 25.0 million common shares ("Issuer Lending Shares") available to lend to DNB for the purposes of allowing the holders of the New Convertible Bonds to perform hedging activities on the OSE. The SLFA contains a provision that the Issuer Lending Shares be available only for trading on the OSE. At the date of the execution of the SLFA, the Company did not have a sufficient number of

F-50

---

common shares available for trading on the OSE and therefore began the process of issuing new shares and making them available for trading on the OSE by way of a listing prospectus (the “Prospectus Event”).

The Company and Drew, a shareholder of the Company, separately entered into a Share Loan Agreement (“SLA”) in which Drew would make up to 15.0 million of its shares available to DNB (“Drew Shares”) until the Prospectus Event. During this period, the Company would lend to Drew 15.0 million of its shares that were not yet available for trading on the OSE. On April 19, 2023, Drew returned such shares back to Borr. In addition, DNB borrowed an equivalent amount of Drew Shares from Borr to redeliver these shares back to Drew (the “Settlement”). Upon the Settlement, Drew ceased to be a party to the SLA.

The "Loan Period" of the SLFA is defined as the earlier of (a) the date the SLFA is terminated (b) any date the convertible bonds are either redeemed or converted into the Company’s shares in full and (c) the maturity date of the convertible bond in 2028. At the expiration of the Loan Period, DNB must return all of the Issuer Lending Shares back to Borr. During the Loan Period, if an investor returns any lending share to DNB, DNB shall return such lending shares back to the Company immediately. The Company receives no proceeds from lending out the Issuer Lending Shares to DNB. DNB charges each investor a lending fee of a maximum of 0.5% per annum in which for the first six months from the date of the SLFA, the Company agreed to Compensate DNB so that the lending fee DNB receives in total is 1.0% per annum. There are no dividends paid to DNB as a result of lending out the Issuer Lending Shares.

At issuance, the share lending agreement was accounted for under ASC 470-20 as a "Deferred Finance Charge" of the $250.0 million Convertible Bonds, with an offset to "Additional Paid in Capital" in the Consolidated Balance Sheets. The share lending agreement was measured at a fair value in accordance with ASC 820 at inception and the Company recognized $12.4 million accordingly.

Under the terms of the SLA, the Company incurs fees payable to Drew which are calculated based on the market-based value of the borrowed shares by DNB from Drew at the interest rate of the New Convertible Bonds. During the year ended December 31, 2023 fees of $1.0 million were incurred (see Note 25 - Related Party Transactions).

As noted above, upon approval of Company's delisting application by the OSE, the last trading day of the Company's common shares on the OSE was December 30, 2024. Prior to the delisting, the Company sought consent from the bondholders of the unsecured convertible bond due in 2028 to amend the bond terms so that effective from the delisting date, the bond become convertible into shares listed on the NYSE (in lieu of shares listed on the OSE) (see Note 19 - Debt). In addition the Company sought consent from the bondholder to amend the terms of the SLFA so that no new or additional share loans be made available under the SLFA and that the aggregate number of shares available to be loaned under the SLFA be reduced to the number of shares on loan as at the delisting date.

As of December 31, 2024 and December 31, 2023, the Company had loaned 10,860,689 and 14,443,270 shares, respectfully to DNB for the purposes of allowing the holders of the New Convertible Bonds to perform hedging activities.

As of December 31, 2024, the unamortized amount of the issuance costs associated with the SLFA was $2.5 million ($2.5 million as at December 31, 2023) included in "Short-term debt" and $5.2 million ($7.6 million as at December 31, 2023) included in "Long-term debt" in our Consolidated Balance Sheets. During the year ended December 31, 2024 and December 31, 2023 $2.5 million and $2.3 million of amortization of issuance costs associated with the SLFA was recognized in "Interest expense" in the Consolidated Statements of Operations.

Contributed Surplus

On December 22, 2023, at a Special General Meeting, pursuant to the Bermuda Companies Act, the Company's shareholders approved a reduction of the Share Premium (Additional Paid in Capital "APIC") account of the Company from $2,290,578,712 to $290,578,712 by the transfer of $2,000,000,000 of the Share Premium (APIC) to the Company’s Contributed Surplus account, with effect from December 22, 2023. The Contributed Surplus account, as defined by Bermuda law, consists of amounts previously recorded as Share Premium (APIC).

F-51

---

Cash Distributions

During the years ended December 31, 2024 and December 31, 2023, the Company declared the following cash distributions from the Company's contributed surplus account.

Date of Cash Distribution Declaration			Date of Payment to Shareholder (1)			Cash Distribution per Share ($)			Total Cash Distributions  ($ millions)
December 22, 2023			January 22, 2024			0.05			11.9
February 22, 2024			March 18, 2024			0.05			11.9
May 22, 2024			June 17, 2024			0.10			23.9
August 14, 2024			September 6, 2024			0.10			23.9
November 6, 2024			December 16, 2024			0.02			4.7
Total						0.32			76.3

(1) Date on or around payment to shareholders.

No cash distributions were declared for the year ended December 31, 2022.

Note 27 - Subsequent Events

In January 2025, the Company entered into an agreement with its major Mexican customer to receive payment settlement for approximately $125 million related to outstanding receivables for an agreed financing fee.

On February 19, 2025, the Company declared a cash distribution of $0.02 per share, which was paid to our shareholders in March 2025.

Following the payment of a $0.02 per share cash distribution in each December 2024 and March 2025, the adjusted conversion price for the convertible bonds is $6.9376 per share, with the current outstanding principal amount of the Convertible Bonds convertible into 34,507,611 shares.

F-52

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of September 27, 2024 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), and Borr Finance LLC, a Delaware limited liability company (“FinanceCo”), Borr Natt Inc., a Marshall Islands corporation, Borr West Africa Assets Inc. a Marshall Islands corporation and Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041 (together with FinanceCo, the “Co-Issuers” and, together with the Issuer, the “Issuers”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers, the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”) and on such date, the Issuers issued $1,025,000,000 principal amount of 2028 and $515,000,000 principal amount of 2030 Notes; and WHEREAS, on March 12, 2024, the Issuers issued an additional $200,000,000 principal amount of 2028 Notes; and WHEREAS, on August 16, 2024, the Company issued an additional $155,696,000 principal amount of the 2028 Notes, reflecting $155,696,000 principal amount of original 2028 Notes minus $5,696,195 of deemed amortization payments in respect of May 15, 2024 amortization payment, resulting in $149,999,805 principal amount outstanding on the issue date of these additional 2028 Notes (such issuance, the “August 2028 Notes Issuance”); and WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, (i) secure the Notes, add to the covenants of the Issuers or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor; (ii) make any change that would provide any additional rights or benefits to the Holders of Notes or make any change that does not materially adversely affect the rights of any Noteholder; and (iii) grant any Lien for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes, in any property or assets, including any in which a Lien is required to be granted to or for the benefit of the Security Agent pursuant to the Indenture, any of the Security Documents, the Intercreditor Agreement or otherwise; and WHEREAS, in connection with the August 2028 Notes Issuance, the Issuers agreed to pledge Hull B 367, expected to be named “VALI” (the “Vali Rig”), and the pledge of the Vali Rig will require certain corresponding changes to be made to the Indenture in accordance with Section 9.01 of the Indenture, including removing the Vali Rig from the definition of “Excluded Rigs” in Section 1.01 of the Indenture; and PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 WHEREAS, the Issuers confirm that the execution and delivery hereof have been in all respects duly authorized and, pursuant to Section 9.01 of the Indenture, the Issuers, the Trustee and the Security Agent are authorized to execute and deliver this First Supplemental Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this First Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The parties to this First Supplemental Indenture agree to amend the Indenture in accordance with this Section 2 with effect on and from the date hereof: (a) The definition of “Excluded Rigs” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows (for convenience of the reader, new text is shown in bold underline): ““Excluded Rigs” means: (1) Hull B 367, expected to be named “VALE”, which as of the date hereof is under construction pursuant to a construction agreement with Seatrium New Energy Limited (formerly known as Keppel FELS Limited), provided that from the time Hull B 367 is pledged to secure the Notes, it shall no longer constitute an Excluded Rig; (2) Hull B 368, expected to be named “VAR”, which as of the date hereof is under construction pursuant to a construction agreement with Seatrium New Energy Limited (formerly known as Keppel FELS Limited); and (3) any Vessel acquired by a Restricted Subsidiary, other than a Guarantor, after the Issue Date.” (b) Except as explicitly amended by this First Supplemental Indenture, the provisions of the Indenture shall continue unmodified and in full force and effect. Section 3. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be applicable in respect of this First Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable

---

 

3 law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This First Supplemental Indenture is an amendment to the Indenture, and the Indenture and this First Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]

---

 

[Signature page to Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written. Borr IHC Limited By: Name: Title: Mi Hong Yoon Director [***] [***]

---

 

[Signature page to Supplemental Indenture] Borr Finance LLC By: Name: Title: Mi Hong Yoon Director

---

 

[Signature page to Supplemental Indenture] Borr Natt Inc. By: Name: Title: Mi Hong Yoon Director

---

 

[Signature page to Supplemental Indenture] Borr West Africa Assets Inc. By: Name: Title: Mi Hong Yoon Director

---

 

[Signature page to Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: Title: Mi Hong Yoon Director

---

 

[***] [***]

---

 

[Signature page to Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: Daniel Wynne, Authorised Signatory[***] [***]

---

 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of October 14, 2024 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), and Borr Finance LLC, a Delaware limited liability company (“FinanceCo”), Borr Natt Inc., a Marshall Islands corporation, Borr West Africa Assets Inc. a Marshall Islands corporation and Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041 (together with FinanceCo, the “Co-Issuers” and, together with the Issuer, the “Issuers”), Borr Natt Limited, a Mauritius limited company (the “Undersigned”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers, the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Original Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), as amended by the first supplemental indenture dated as of September 27, 2024 among the Issuers, the Trustee and the Security Agent (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”); WHEREAS, it is intended that Natt, an Issuer and the owner of the rig “Natt” will transfer the rig “Natt” to Borr Natt Limited, which is a Restricted Subsidiary and currently not an Issuer (the “Rig Transfer”). The Rig Transfer will be conducted in a manner that qualifies as a “Permitted Reorganization” under the Indenture. In connection with the Rig Transfer Borr Natt Limited will accede to the Indenture as a Co-Issuer of the Notes in accordance with Section 9.01 of the Indenture, which provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, add additional Co-Issuers of the Notes; and WHEREAS, the Issuer has requested that the Trustee and the Security Agent execute this Second Supplemental Indenture in accordance with Section 9.06 of the Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The Undersigned, by its execution of this Second Supplemental Indenture, agrees to be a Co-Issuer under the Indenture and to be bound by the terms of the Indenture applicable to Co-Issuers, and upon execution of this Second Supplemental Indenture, shall be a Co-Issuer. PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 Section 3. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be applicable in respect of this Second Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This Second Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and the Undersigned and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]

---

 

[Signature Page to Second Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written. Borr IHC Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to Second Supplemental Indenture] Borr Finance LLC By: Mi Hong Yoon Name: Borr IHC Limited Title: Sole Managing Member [***] [***] [***]

---

 

[Signature Page to Second Supplemental Indenture] Borr Natt Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to Second Supplemental Indenture] Borr West Africa Assets Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to Second Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to Second Supplemental Indenture] Borr Natt Limited By: Name: Title: Mi Hong Yoon Director

---

 

[***] [***]

---

 

[Signature page to Second Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: [***] [***]

---

 

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of November 8, 2024 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), and Borr Finance LLC, a Delaware limited liability company (“FinanceCo”), Borr Natt Inc., a Marshall Islands corporation, Borr West Africa Assets Inc. a Marshall Islands corporation and Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041, Borr Natt Limited, a Mauritius limited company (together with FinanceCo, the “Co-Issuers” and, together with the Issuer, the “Issuers”), Borr Gerd Limited, a Mauritius limited company (the “Undersigned”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers (other than Borr Natt Limited), the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Original Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), as amended by the first supplemental indenture dated as of September 27, 2024 among the Issuers, the Trustee and the Security Agent (the “First Supplemental Indenture”) and as further amended by the second supplemental indenture, dated as of October 14, 2024, among the Issuers, Borr Natt Limited, the Trustee and the Security Agent (the “Second Supplemental Indenture” and, together with the Original Indenture and the First Supplemental Indenture, the “Indenture”); WHEREAS, it is intended that Borr Gerd Inc., a Guarantor and the owner of the rig “Gerd” will transfer the rig “Gerd” to Borr Gerd Limited, which is a Restricted Subsidiary and currently not a Guarantor (the “Rig Transfer”). The Rig Transfer will be conducted in a manner that complies with Section 5.02 of, and qualifies as a “Permitted Reorganization” under, the Indenture. In connection with the Rig Transfer Borr Gerd Limited will accede to the Indenture as a Guarantor of the Notes in accordance with Section 9.01 of the Indenture, which provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, add Guarantees with respect to the Notes; and WHEREAS, the Issuer has requested that the Trustee and the Security Agent execute this Third Supplemental Indenture in accordance with Section 9.06 of the Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Third Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The Undersigned, by its execution of this Third Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 applicable to Guarantors, and upon execution of this Third Supplemental Indenture, shall be a Guarantor. Section 3. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be applicable in respect of this Third Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This Third Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This Third Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Third Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and the Undersigned and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]

---

 

[Signature Page to the Third Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written. Borr IHC Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] Borr Finance LLC By: Name: Mi Hong Yoon for Borr IHC Limited Title: Sole Managing Member [***] [***]

---

 

[Signature Page to the Third Supplemental Indenture] 1850575-LONSR01A - MSW Borr Natt Inc. By: Name:Mi Hong Yoon Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] Borr West Africa Assets Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: Andreas Lavik Lie Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] Borr Natt Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] Borr Gerd Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Third Supplemental Indenture] BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee By: Name: Title: Digitally signed by Michael Lee [***]

---

 

[Signature Page to the Third Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: Daniel Wynne, Authorised Signatory [***] [***]

---

 

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), entered into as of December 18, 2024 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), Borr Finance LLC, a Delaware limited liability company (“FinanceCo”), Borr Natt Inc., a Marshall Islands corporation (“Natt”), Borr West Africa Assets Inc. a Marshall Islands corporation (“BWA”), Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041 (“PR5”) and Borr Natt Limited, a Mauritius limited company (“BNL” and, together with FinanceCo, Natt, BWA and PR5, the “Co-Issuers” and, together with the Issuer, the “Issuers”), Borr Vale Inc., a Marshall Islands corporation with registration number 89741 (the “Undersigned”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers (other than BNL), the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Original Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), as amended by (i) the first supplemental indenture, dated as of September 27, 2024, among the Issuers (other than BNL), the Trustee and the Security Agent (the “First Supplemental Indenture”), (ii) the second supplemental indenture, dated as of October 14, 2024, among the Issuers, the Trustee and the Security Agent (the “Second Supplemental Indenture”) and (iii) the third supplemental indenture, dated as of November 8, 2024, among the Issuers, Borr Gerd Limited, the Trustee and the Security Agent (together with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”); WHEREAS, on August 16, 2024, the Issuers issued an additional $155,696,000 principal amount of the 2028 Notes, reflecting $155,696,000 principal amount of original 2028 Notes minus $5,696,195 of deemed amortization payments in respect of a May 15, 2024 amortization payment on the 2028 Notes, resulting in $149,999,805 principal amount outstanding on the issue date of such additional 2028 Notes (such issuance of additional 2028 Notes, the “August 2028 Notes Issuance”); WHEREAS, in connection with the August 2028 Notes Issuance, the Issuers agreed to pledge Hull B 367 named “VALI” (the “Vali Rig”) to secure the payment and performance of, among others, the Notes; WHEREAS, it is intended that pursuant to Section 5(h) of the note purchase agreement, dated as of August 9, 2024, among the Issuers (other than BNL), Borr Drilling Limited, the Guarantors listed therein and the purchasers listed therein, relating to the August 2028 Notes Issuance, the Undersigned, which is the owner of the Vali Rig and currently not a Guarantor, accedes to the Indenture as a Guarantor of the Notes in accordance with Section 9.01 of the Indenture, which provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, add Guarantees with respect to the Notes; and PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 WHEREAS, the Issuer has requested that the Trustee and the Security Agent execute this Fourth Supplemental Indenture in accordance with Section 9.06 of the Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Fourth Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The Undersigned, by its execution of this Fourth Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, and upon execution of this Fourth Supplemental Indenture, shall be a Guarantor. Section 3. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be applicable in respect of this Fourth Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This Fourth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This Fourth Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Fourth Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and the Undersigned and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]

---

 

[Signature Page to the Fourth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written. Borr IHC Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fourth Supplemental Indenture] Borr Finance LLC By: Name: Mi Hong Yoon for Borr IHC Limited Title: Sole Managing Member [***] [***]

---

 

[Signature Page to the Fourth Supplemental Indenture] Borr Natt Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fourth Supplemental Indenture] Borr West Africa Assets Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fourth Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: Andreas Lavik Lie Title: Director

---

 

[Signature Page to the Fourth Supplemental Indenture] Borr Natt Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fourth Supplemental Indenture] Borr Vale Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[***] [***]

---

 

[Signature Page to the Fourth Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: Daniel Wynne, Authorised Signatory [***] [***]

---

 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), entered into as of January 7, 2025 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), Borr Finance LLC, a Delaware limited liability company (“FinanceCo”), Borr Natt Inc., a Marshall Islands corporation (“Natt”), Borr West Africa Assets Inc. a Marshall Islands corporation (“BWA”), Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041 (“PR5”) and Borr Natt Limited, a Mauritius limited company (“BNL” and, together with FinanceCo, Natt, BWA and PR5, the “Co-Issuers” and, together with the Issuer, the “Issuers”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers (other than BNL), the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Original Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), as amended by (i) the first supplemental indenture, dated as of September 27, 2024, among the Issuers (other than BNL), the Trustee and the Security Agent (the “First Supplemental Indenture”), (ii) the second supplemental indenture, dated as of October 14, 2024, among the Issuers, the Trustee and the Security Agent (the “Second Supplemental Indenture”), (iii) the third supplemental indenture, dated as of November 8, 2024, among the Issuers, Borr Gerd Limited, a Mauritius limited company, the Trustee and the Security Agent (the “Third Supplemental Indenture”), and (iv) the fourth supplemental indenture, dated as of December 18, 2024, among the Issuers, Borr Vale Inc., a Marshall Islands corporation, the Trustee and the Security Agent (together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”); WHEREAS, on November 8, 2024, the Issuers issued an additional $179,353,000 aggregate principal amount of the 2030 Notes, reflecting $179,353,000 principal amount of the original 2030 Notes minus $4,353,228 of deemed amortization payments in respect of a May 15, 2024 amortization payment on the 2030 Notes, resulting in $174,999,772 principal amount outstanding on the issue date of such additional 2030 Notes (such issuance of additional 2030 Notes, the “November 2030 Notes Issuance”); WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, (i) secure the Notes, add to the covenants of the Issuers or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor; (ii) make any change that would provide any additional rights or benefits to the Holders of Notes or make any change that does not materially adversely affect the rights of any Noteholder; and (iii) grant any Lien for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes, in any property or assets, including any in which a Lien is required to be granted to or for the benefit of the Security Agent pursuant to the Indenture, any of the Security Documents, the Intercreditor Agreement or otherwise; and PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 WHEREAS, in connection with the November 2030 Notes Issuance, the Issuers agreed to pledge Hull B 368 named “VAR” (the “Var Rig”), and the pledge of the Var Rig will require certain corresponding changes to be made to the Indenture in accordance with Section 9.01 of the Indenture, including removing the Var Rig from the definition of “Excluded Rigs” in Section 1.01 of the Indenture; and WHEREAS, the Issuers confirm that the execution and delivery hereof have been in all respects duly authorized and, pursuant to Section 9.01 of the Indenture, the Issuers, the Trustee and the Security Agent are authorized to execute and deliver this Fifth Supplemental Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Fifth Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The parties to this Fifth Supplemental Indenture agree to amend the Indenture in accordance with this Section 2 with effect on and from the date hereof: (a) The definition of “Excluded Rigs” in Section 1.01 of the Indenture is hereby amended and restated in its entirety as follows (for convenience of the reader, new text is shown in bold underline): ““Excluded Rigs” means: (1) Hull B 367, expected to be named “VALE”, which as of the date hereof is under construction pursuant to a construction agreement with Seatrium New Energy Limited (formerly known as Keppel FELS Limited), provided that from the time Hull B 367 is pledged to secure the Notes, it shall no longer constitute an Excluded Rig; (2) Hull B 368, expected to be named “VAR”, which as of the date hereof is under construction pursuant to a construction agreement with Seatrium New Energy Limited (formerly known as Keppel FELS Limited), provided that from the time Hull B 368 is pledged to secure the Notes, it shall no longer constitute an Excluded Rig; and (3) any Vessel acquired by a Restricted Subsidiary, other than a Guarantor, after the Issue Date.” (b) Except as explicitly amended by this Fifth Supplemental Indenture, the provisions of the Indenture shall continue unmodified and in full force and effect. Section 3. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be

---

 

3 applicable in respect of this Fifth Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This Fifth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This Fifth Supplemental Indenture is an amendment to the Indenture, and the Indenture and this Fifth Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]

---

 

[Signature Page to the Fifth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written. Borr IHC Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fifth Supplemental Indenture] Borr Finance LLC By: Name: Mi Hong Yoon for Borr IHC Limited Title: Sole Managing Member [***] [***]

---

 

[Signature Page to the Fifth Supplemental Indenture] Borr Natt Inc. By: Name:Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fifth Supplemental Indenture] Borr West Africa Assets Inc. By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fifth Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: Andreas Lavik Lie Title: Director

---

 

[Signature Page to the Fifth Supplemental Indenture] Borr Natt Limited By: Name: Mi Hong Yoon Title: Director

---

 

[Signature Page to the Fifth Supplemental Indenture] BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee By: Name: Title: Digitally signed by Michael Lee [***]

---

 

[Signature Page to the Fifth Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: Daniel Wynne, Authorised Signatory [***] [***]

---

 

Execution Version AMENDMENT AGREEMENT dated ______________ 2024 relating to the super senior revolving facility agreement originally dated 7 November 2023 made between BORR DRILLING LIMITED as Company DNB BANK ASA as Agent WILMINGTON TRUST (LONDON) LIMITED as Security Agent AND OTHERS MILBANK LLP London 30 July PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

CONTENTS Clause Page 1. Definitions and Interpretation ................................................................................................... 2 2. Conditions Precedent ................................................................................................................ 3 3. Amendments ............................................................................................................................. 3 4. Representations ......................................................................................................................... 5 5. Guarantee and Security Confirmations ..................................................................................... 5 6. Ancillary Facility Designation .................................................................................................. 6 7. Miscellaneous ........................................................................................................................... 7 8. Governing law ........................................................................................................................... 7 Schedule 1 Existing Obligors ...................................................................................................... 8 Schedule 2 Supplemental Security Providers .............................................................................. 9 Schedule 3 Conditions Precedent to the Effective Date ............................................................ 11 Schedule 4 Liberia and Vanuatu Rig Mortgages....................................................................... 14

---

 

2 THIS AGREEMENT is dated ______________ 2024 and made between: (1) Borr Drilling Limited, an exempted company limited by shares and incorporated under the laws of Bermuda, with registration number 51741 (the “Company”); (2) The Subsidiaries of the Company named in Schedule 1 (together with the Company, the “Existing Obligors”); (3) Wilmington Trust (London) Limited as security trustee for the Secured Parties (the “Security Agent”); and (4) DNB Bank ASA for itself and as agent for the other Finance Parties excluding the Security Agent (the “Agent”), (each a “Party” and, together, the “Parties”) BACKGROUND (A) The Parties to this Agreement are party to a revolving facility agreement originally dated 7 November 2023 (as amended and/ or amended and restated from time to time) (the “Existing Facility Agreement”). (B) The requisite Finance Parties have consented to certain amendments to the Existing Facility Agreement to be effected pursuant to this Agreement in accordance with clause 41 (Amendments and Waivers) of the Existing Facilities Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement (including its Recitals): “Amended Facility Agreement” means the Existing Facility Agreement as amended by this Agreement. “Effective Date” means the date on which the Agent gives the Company the confirmation contemplated by Clause 2.1(Conditions precedent to the effective date). “Supplemental Security Providers” means the security providers named in Schedule 2 (Supplemental Security Providers) entering into Transaction Security Documents in connection with the Amendment Agreement. 1.2 Incorporation of defined terms Terms defined or to be construed in a particular manner when used in the Amended Facility Agreement shall have the same meanings and be construed in the same manner when used herein. 30 July

---

 

3 2. CONDITIONS PRECEDENT 2.1 Conditions precedent to the effective date The amendments to the Existing Facility Agreement contemplated by this Agreement are conditional on the Agent confirming to the Company that it has received (or waived receipt of) all the documents and evidence specified in Schedule 3 (Conditions Precedent to the Effective Date) in form and substance satisfactory to it (acting on the instructions of the Majority Lenders, acting reasonably). The Agent shall promptly notify the Company, the Security Agent and the other Finance Parties upon being so satisfied. 2.2 Long stop date If the Effective Date has not occurred on or before 15 August 2024 (or such later date as the Company and the Agent may agree), then Clause 3 (Amendments) will lapse. 2.3 Agent’s confirmation In accordance with clause 27.11(c) of the Existing Facility Agreement, the Agent unconditionally confirms on behalf of the Majority Lenders to the Security Agent that: (a) this Agreement is in agreed from; and (b) each of the Transaction Security Documents referred to in paragraph 2 of Schedule 3 (Conditions Precedent to the Effective Date) to this Agreement are in agreed form (with it being confirmed by the Agent that the Majority Lenders have received and approved the final execution versions of such Transaction Security Documents). 2.4 Company’s confirmation The Company confirms each of the proposed amendments to the Existing Facility Agreement, as set out in Clause 3 of this Agreement, are not prohibited by any of the Debt Documents (as defined in the Intercreditor Agreement). 3. AMENDMENTS With effect from and including the Effective Date, and in consideration of the mutual obligations of the Parties set out herein, the Existing Facility Agreement shall be amended as follows: (a) the second to last paragraph of the definition of “Permitted Collateral Liens” in Part C (Definitions) of Schedule 16 (Incurrence Covenants) of the Existing Facilities Agreement, shall be deleted and replaced in full by the following paragraph: “Debt (together with any Guarantees thereto) (x) Incurred under paragraph (b)(ii) of the definition of “Permitted Debt” in Section 1 (Limitation on Debt and Issuance of Preferred Stock) and (y) constituting Hedging Obligations Incurred under paragraph (b)(xv) of the definition of “Permitted Debt” in Section 1 (Limitation on Debt and Issuance of Preferred Stock), together in aggregate in an amount not exceeding $180.0 million, or if greater, 6% of Total Assets of the Company (provided that, with respect to clause (x) above, the Company shall use commercially reasonable efforts to include a bank(s) as lender(s) providing such Debt) may, in each case, receive priority as to the

---

 

4 receipt of proceeds from enforcement of, and certain distressed Disposals of, the Collateral on terms not materially less favorable to the Lenders (taken as a whole) pursuant to the Intercreditor Agreement. Nothing in this definition shall prevent lenders under any Credit Facilities from providing for any ordering or payments and/or recoveries under multiple tranches of such Credit Facilities.”; (b) a new definition of “First Effective Date” shall be inserted immediately following the definition of “Financial Year” and immediately prior to the definition of “GAAP”: “First Effective Date” has the meaning given to the term “Effective Date” in the amendment agreement dated on or about ___ July 2024 between, among others, the Company, the Agent and the Security Agent which amended this Agreement.; (c) the definition of “Total Original Revolving Facility Commitments” shall be deleted and replaced in full with the following new definition of “Total Original Revolving Facility Commitments”: “Total Original Revolving Facility Commitments” means the aggregate of the Original Revolving Facility Commitments, being USD 195,000,000 at the date of the First Effective Date.”; (d) the definition of “DNB Guarantee Facility” shall be deleted and replaced with the following new definition of “DNB Guarantee Facility”: “DNB Guarantee Facility” means the USD 45,000,000 guarantee facility made available by DNB Bank ASA to the Company pursuant to the guarantee facility agreement originally dated 7 November 2023 between the Company and DNB Bank ASA (as amended on or about the First Effective Date, and as further amended from time to time).; and (e) Part B (The Original Lenders) of Schedule 1 (The Original Parties) shall be deleted and replaced with the following: Name of Original Lender Original Revolving Facility Commitment Non-Acceptable LC Lender (Yes/No) Treaty Passport scheme reference number and jurisdiction of tax residence DNB Bank ASA USD 145,000,000 No 58/D/305668/DTTP Norway Citibank N.A., Jersey Branch USD 50,000,000 No 13/C/62301/DTTP USA

---

 

5 Name of Original Lender Original Revolving Facility Commitment Non-Acceptable LC Lender (Yes/No) Treaty Passport scheme reference number and jurisdiction of tax residence TOTAL USD 195,000,000 3.2 Continuing Effect (a) Except as varied by the terms of this Agreement, the Existing Facility Agreement and the other Finance Documents shall remain in full force and effect and, on and from the Effective Date, the Existing Facility Agreement and this Agreement shall be read and construed as one document. (b) With effect from and including the date of this Agreement, any reference in the Finance Documents to the Existing Facility Agreement or to any provision of the Existing Facility Agreement shall be construed as a reference to the Amended Facility Agreement. 4. REPRESENTATIONS Each Existing Obligor makes the Repeating Representations (as defined in the Amended Facility Agreement) to each Finance Party on the date of this Agreement and on the Effective Date: (a) as if each reference in those representations to “this Agreement” or “the Finance Documents” includes a reference to (i) this Agreement and (ii) the Amended Facility Agreement; and (b) by reference to the facts and circumstances then existing. 5. GUARANTEE AND SECURITY CONFIRMATIONS 5.1 Guarantee confirmations Each Existing Obligor confirms, with effect from and including the Effective Date that the guarantees and indemnities set out in clause 23 (Guarantee and Indemnity) of the Amended Facility Agreement shall: (a) continue in full force and effect on the terms of the Existing Facility Agreement as amended by this Agreement; and (b) extend to all liabilities and obligations of each Existing Obligor under the Finance Documents (including the Existing Facility Agreement as amended by this Agreement), subject to the guarantee limitations set out in that clause and any other guarantee limitations set out in any Accession Deed pursuant to which an Existing Obligor became an Obligor or any other Finance Document.

---

 

6 5.2 Security confirmations Each Existing Obligor confirms, with effect from and including the Effective Date that: (a) the Transaction Security that it has granted continues in full force and effect and will continue to do so on and after the Effective Date; and (b) all of the Existing Obligors’ liabilities and obligations arising under the Finance Documents (including the Existing Facility Agreement as amended by this Agreement) form part of (but do not limit) the Secured Obligations (as defined in each Transaction Security Document) which are secured by the Transaction Security that it has granted, subject to any applicable limitations included in the relevant Finance Documents; and (c) the Security created under the Transaction Security Documents continues in full force and effect on the terms of the respective Transaction Security Documents. 6. ANCILLARY FACILITY DESIGNATION 6.1 The Company hereby notifies the Agent that the existing DNB Guarantee Facility (provided in an aggregate principal amount equal to USD 30,000,000) has been increased by an aggregate principal amount equal to USD 15,000,000 (the “Increased Amount”) (pursuant to the amendment agreement dated on or about the date of this Agreement, in relation to the DNB Guarantee Facility (the “Guarantee Facility Amendment”) delivered as a condition precedent to the Effective Date hereunder), and that the Company intends for the Increased Amount of the DNB Guarantee Facility to be made available as an Ancillary Facility with effect from the Effective Date and to be established with the Ancillary Lender specified below (which has agreed to do so) on the following terms: Facility in relation to which the Ancillary Facility shall be established: The Original Revolving Facility. Ancillary Commencement Date: The Effective Date. Ancillary Borrower(s): The Company (and any entity that becomes an Obligor under the DNB Guarantee Facility Agreement unless it has ceased to be an Obligor under the DNB Guarantee Facility Agreement). The proposed expiry date of the Ancillary Facility: The Termination Date in respect of the Original Revolving Facility. Type of Ancillary Facility: Guarantee facility. Ancillary Lender: DNB Bank ASA. Proposed Ancillary Commitment: USD 15,000,000.

---

 

7 Currency: USD and any other currency agreed by the Ancillary Lender. 6.2 For the avoidance of doubt, the DNB Guarantee Facility (in the amount immediately prior to the Guarantee Facility Amendment) continues to be an Ancillary Facility and, notwithstanding the requirements of any other provision of the Amended Facility Agreement (including the requirements of Clause 9.2(b) (Availability)), with effect on and from the Effective Date, the Increased Amount in relation to the DNB Guarantee Facility will be designated as an Ancillary Facility. 7. MISCELLANEOUS 7.1 The Company and the Agent designate this Agreement as a “Finance Document” for the purposes of the Existing Facility Agreement and the Amended Facility Agreement. 7.2 Each Existing Obligor confirms that the Company in its capacity as Obligor’s Agent may sign the Guarantee Facility Amendment. 7.3 The provisions of Clauses 1.2 (Construction), 1.7 (Third Party Rights), 22.2 (Amendment Costs), 39 (Partial Invalidity) and 46 (Enforcement) of the Existing Facility Agreement shall be incorporated into this letter as if set out in full in this letter and as if references in those clauses to “this Agreement” are references to this letter. 7.4 If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way. 7.5 The amendments pursuant to this Agreement are made strictly on the basis of the terms of this Agreement and without prejudice to any of the rights of the Finance Parties under the Amended Facility Agreement or any other Finance Document. Nothing in this Agreement shall be deemed to constitute a waiver of any Event of Default or any consent under any Finance Document (other than, for the avoidance of doubt, to the amendment of the Existing Facility Agreement pursuant to this Agreement) and the Finance Parties reserve all their rights and remedies in respect of any breach of, or Default under, any Finance Document. 7.6 This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 8. GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. This Agreement has been entered into on the date specified at the beginning of this Agreement.

---

 

8 Schedule 1 Existing Obligors 1. Borr IHC Limited 2. Borr Galar (UK) Limited 3. Borr Njord (UK) Limited 4. Borr Arabia III (UK) Limited 5. Borr Ran (UK) Limited 6. Borr Hild (UK) Limited 7. Borr Gersemi (UK) Limited 8. Borr Grid (UK) Limited 9. Borr Odin (UK) Limited 10. Borr Gerd Inc. 11. Borr Gunnlod Inc. 12. Borr Groa Inc. 13. Borr Natt Inc. 14. Borr Heimdal Inc. 15. Borr Hermod Inc. 16. Borr Saga Inc. 17. Borr Skald Inc. 18. Borr Jack-Up XXXII Inc. 19. Borr West Africa Assets Inc. 20. Borr Idun Limited 21. Prospector Rig 1 Contracting Company Limited 22. Prospector Rig 5 Contracting Company Limited 23. Borr Mist Limited 24. Borr Drilling Management DMCC

---

 

9 Schedule 2 Supplemental Security Providers 1. The Company 2. Borr Arabia III (UK) Limited 3. Borr Arabia Well Drilling LLC 4. Borr Drilling Contracting S. de R.L. de C.V. 5. Borr Drilling Land Support Limited 6. Borr Drilling Services LLC 7. Borr Eastern Peninsula Pte. Ltd. 8. Borr Galar (UK) Limited 9. Borr Gerd Inc. 10. Borr Gersemi (UK) Limited 11. Borr Grid (UK) Limited 12. Borr Groa Inc. 13. Borr Gunnlod Inc. 14. Borr Heimdal Inc. 15. Borr Hermod Inc. 16. Borr Hild (UK) Limited 17. Borr Holdings Limited 18. Borr Idun Limited 19. Borr IHC Limited 20. Borr Jack-Up XXXII Inc. 21. Borr Mexico Ventures Limited 22. Borr Mist Limited 23. Borr Natt Inc. 24. Borr Njord (UK) Limited 25. Borr Odin (UK) Limited 26. Borr Ran (UK) Limited 27. Borr Saga Inc. 28. Borr Sea Operations Inc.

---

 

10 29. Borr Skald Inc. 30. Borr West Africa Assets Inc. 31. Paragon Offshore (Netherlands) B.V. 32. Prospector Rig 1 Contracting Company Limited 33. Prospector Rig 5 Contracting Company Limited 34. Borr (UK) Holdings Limited

---

 

11 Schedule 3 Conditions Precedent to the Effective Date 1. Existing Obligors and Supplemental Security Providers (a) Constitutional documents and registers: a copy of the constitutional documents and up-to-date statutory registers of each of the Existing Obligors and the Supplemental Security Providers and, in respect of the Existing Obligors and the Supplemental Security Providers incorporated in Bermuda only: (i) a copy of the Bermuda Monetary Authority’s “No Objection” to the incorporation of the company or “Foreign Exchange Letter”, as applicable; and (ii) a copy of the Tax Assurance issued by the Registrar of Companies for the Minister of Finance, or, if an Existing Obligor or Supplemental Security Provider has previously delivered its constitutional documents in connection with the Existing Facility Agreement, a certificate of an authorised signatory of that Existing Obligor or Supplemental Security Provider certifying that the constitutional documents so delivered (or, if applicable, the most recent versions so delivered) are correct, complete and up to date as at the date of this Agreement. (b) Certificate of Good Standing: a copy of an up-to-date certificate of compliance and/or good standing in respect of each of the Existing Obligors and the Supplemental Security Providers incorporated in Bermuda or Cayman Islands (dated within 28 days of the date of this Agreement). (c) Corporate approvals: a copy of the resolutions of the board of directors and/ or (if required by law) of the shareholders of each of the Existing Obligors and the Supplemental Security Providers approving the terms of this Agreement and the Transaction Security Documents entered into in connection with this Agreement (as applicable) and authorising specified persons to execute this Agreement and the Transaction Security Documents (as applicable). (d) Specimen signatures: specimen signatures for the person(s) authorised in the resolutions referred to above. (e) Director’s certificates: a customary formalities certificates from each of the Existing Obligors certifying that: (i) each copy document referred in paragraphs (a) and (c) above is correct, complete and in full force and effect and has not been amended or superseded; and (ii) confirming that borrowing or guaranteeing or securing the Total Commitments would not cause any borrowing or guaranteeing or securing or similar limit binding on the Existing Obligors (as applicable) to be exceeded.

---

 

12 2. Transaction Security Documents A copy of the following Transaction Security Documents duly executed by the parties thereto: (a) English law supplemental debenture in relation to the debenture originally dated 13 December 2023 between, amongst others, the companies listed therein as “Chargors” and the Security Agent. (b) Norwegian law security confirmation and amendment agreement in respect of the account charge agreement originally dated 7 November 2023 (as confirmed and amended on 12 March 2024) and made between the Company and the Security Agent. (c) Bermuda law deed of confirmation in relation to the debenture dated 7 November 2023 between the Company as “Chargor” and the Security Agent as “Security Agent”. (d) Bermuda law deed of confirmation in relation to the share charge over the shares in the capital of Borr IHC Limited dated 7 November 2023 between the Company as “Chargor” and the Security Agent as “Chargee”. (e) Scots law supplemental restricted asset bond and floating charge (over shares in Borr Gersemi (UK) Limited, Borr Grid (UK) Limited and Borr Odin (UK) Limited) between Borr Mexico Ventures Limited and the Security Agent. (f) Scots law supplemental unperfected share pledge (over shares in Borr Gersemi (UK) Limited, Borr Grid (UK) Limited, and Borr Odin (UK) Limited) between Borr Mexico Ventures Limited and the Security Agent. (g) Cayman Islands law supplemental security deed in relation to the charge over shares in Prospector Rig 1 Contracting Company Limited originally dated 13 December 2023 between Borr Holdings Limited and the Security Agent. (h) Cayman Islands law supplemental security deed in relation to the charge over shares in Prospector Rig 5 Contracting Company Limited originally dated 13 December 2023 between Borr Holdings Limited and the Security Agent. (i) Cayman Islands law supplemental security deed in relation to the charge over shares in Borr Idun Limited originally dated 13 December 2023 between Borr IHC Limited and the Security Agent. (j) Cayman Islands law supplemental security deed in relation to the charge over shares in Borr Mist Limited originally dated 13 December 2023 between Borr IHC Limited and the Security Agent. (k) Marshall Islands law security confirmation in respect of the pledge of shares in Borr Gerd Inc., Borr Groa Inc., Borr Gunnlod Inc., Borr Heimdal Inc., Borr Hermod Inc., Borr Jack-Up XXXII Inc., Borr Natt Inc., Borr Saga Inc., Borr Skald Inc., and Borr West Africa Assets Inc., originally dated 13 December 2023, given by Borr IHC Limited in favour of the Security Agent.

---

 

13 (l) an amendment No. 2 to each of the first preferred rig mortgages each originally dated 13 December 2023 (each, as further described in Schedule 4, a “Rig Mortgage” and collectively, the “Rig Mortgages”) over each of the Liberian and Vanuatu flag vessels listed in Schedule 4, made between the respective Rig Owner (as set out in Schedule 4) in favour of the Security Agent as mortgagee, duly recorded with the Liberian ship registry; (m) Amendment of Mortgage, relating to the First Naval Mortgage dated 13 December 2023, covering the vessel named “NATT” of Panama flag (the “Amendment of Mortgage”). The Amendment of Mortgage shall be preliminarily registered with the Public Registry of Vessels of the Panama Maritime Authority, on the same day or, at the latest, one (1) business day after closing, and definitively registered within sixty (60) days after closing. 3. Guarantee Facility Amendment A copy of the Guarantee Facility Amendment, duly executed by the parties thereto. 4. Legal opinions Legal opinions of: (a) Milbank LLP, legal advisers to the Arrangers and the Agent, as to English law and addressed to the Agent and the Security Agent; (b) Appleby (Bermuda) Limited, legal advisers to the Arrangers and the Agent, as to Bermudan law and addressed to the Agent and the Security Agent; (c) Ogier (Cayman) LLP, legal advisers to the Arrangers and the Agent, as to Cayman Islands law and addressed to the Agent and the Security Agent. (d) Advokatfirmaet Thommessen AS, legal advisers to the Arrangers and the Agent, as to Norwegian law and addressed to the Agent and the Security Agent; (e) Burness Paull LLP, legal advisers to the Arrangers and the Agent, as to Scottish law and addressed to the Agent and the Security Agent; (f) Poles, Tublin, Stratakis & Gonzalez, LLP, legal advisers to the Arrangers and the Agent, as to Liberian law and addressed to the Agent and the Security Agent. (g) Poles, Tublin, Stratakis & Gonzalez, LLP, legal advisers to the Arrangers and the Agent, as to Marshall Islands law and addressed to the Agent and the Security Agent. (h) Poles, Tublin, Stratakis & Gonzalez, LLP, legal advisers to the Arrangers and the Agent, as to Vanuatu law and addressed to the Agent and the Security Agent. (i) Arias, Fabrega & Fabrega, legal advisers to the Arrangers and the Agent, as to Panamanian law and addressed to the Agent and the Security Agent. (j) Al Tamimi & Company, legal advisers to the Company, as to UAE law and addressed to the Agent and the Security Agent.

---

 

14 Schedule 4 Liberia and Vanuatu Rig Mortgages Mortgage Description Owner Rigs: Official No. First Preferred Vanuatuan Mortgage Borr Gerd Inc. GERD (“Rig 1”) 2504 First Preferred Vanuatuan Mortgage Borr Groa Inc. GROA (“Rig 2”) 2505 First Preferred Vanuatuan Mortgage Borr West Africa Assets Inc. NORVE (“Rig 3”) 1932 First Preferred Vanuatuan Mortgage Borr Idun Limited IDUN (“Rig 4”) 2107 First Preferred Vanuatuan Mortgage Borr Mist Limited MIST (“Rig 5”) 2108 First Preferred Vanuatuan Mortgage Prospector Rig 1 Contracting Company Limited PROSPECTOR 1 (“Rig 6”) 2152 First Preferred Vanuatuan Mortgage Prospector Rig 5 Contracting Company Limited PROSPECTOR 5 (“Rig 7”) 2161 First Preferred Liberian Mortgage Borr Galar (UK) Limited GALAR (“Rig 8”) 19535 First Preferred Liberian Mortgage Borr Njord (UK) Limited NJORD (“Rig 9”) 19616 First Preferred Liberian Mortgage Borr Arabia III (UK) Limited ARABIA III (“Rig 10”) 15839 First Preferred Liberian Mortgage Borr Ran (UK) Limited RAN (“Rig 11”) 15838 First Preferred Liberian Mortgage Borr Hild (UK) Limited HILD (“Rig 12”) 19909 First Preferred Liberian Mortgage Borr Gersemi (UK) Limited GERSEMI (“Rig 13”) 19260 First Preferred Liberian Mortgage Borr Grid (UK) Limited GRID (“Rig 14”) 19259

---

 

15 First Preferred Liberian Mortgage Borr Odin (UK) Limited ODIN (“Rig 15”) 19726 First Preferred Liberian Mortgage Borr Gunnlod Inc. GUNNLOD (“Rig 16”) 19736 First Preferred Liberian Mortgage Borr Heimdal Inc. ARABIA I (“Rig 17”) 19272 First Preferred Liberian Mortgage Borr Hermod Inc. ARABIA II (“Rig 18”) 19273 First Preferred Liberian Mortgage Borr Saga Inc. SAGA (“Rig 19”) 19403 First Preferred Liberian Mortgage Borr Skald Inc. SKALD (“Rig 20”) 19404 First Preferred Liberian Mortgage Borr Jack-Up XXXII Inc. THOR (“Rig 21”) 19303

---

 

[Signature pages to follow] [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] r ject oatyard F psize) – i ature age A endment gre ent] i ature ages f l ]

---

 

For and on behalf of BORR DRILLING LIMITED By: Name: Mi Hong Yoon Title: Director [Project Boatyard (RCF Upsize) - Signaiure Page to SFA Amendment Agreement]

---

 

For and on behalf of BORR DRILLING MANAGEMENT DMCC wn By: C) Name: Joseph Tobing Title: Director Address: S.E. Pearman Building, 2™ Floor, 9 Par-la-Ville Road, Hamilton HM11 Bermuda Email: dmcewan@borrdrilling.com Attention: Mi Hong Yoon / Xiomara Maddocks [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***] [***] [***]

---

 

For and on behalf of BORR IHC LIMITED By: Name: Mi Hong Yoon Title: Director [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement|

---

 

For and on behalf of BORR MIST LIMITED as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Director Witness’s Signature....../... yn Oa ae Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MA01, Bermuda [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement| [***]

---

 

For and on behalf of BORR IDUN LIMITED as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Witness’s Signature...../...\p.W4). Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of PROSPECTOR RIG 1 CONTRACTING COMPANY LIMITED as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Director Witness’s Signature... /...\JAL IY Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of PROSPECTOR RIG 5 CONTRACTING COMPANY LIMITED as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Director Witness’s Signature..... f..! MYL, Weceeseeeeeees Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of BORR RAN (UK) LIMITED as Existing Obligor, acting by Joseph Tobing, a director in the presence of: Director [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR ARABIA III (UK) LIMITED 7 ae as Existing Obligor, acting by Joseph Tobing, a director in the presence of: ss csanscngiennecnornnedtSee danscenpusenennenecenranenensatesmneaeenen Director Witness’s Signature ...0../.....ceeciieeeeeseesensesees MATE KIRALY Name! __ssaxescuesacawtsiwavaxsscuewenuswrsauvssasonsaansseens [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR GALAR (UK) LIMITED gi LF as Existing Obligor, acting by Joseph cr Tobing, adirectorinthe presence off heaeeeseenees Name: AGATE 7 —_- ae FACS cesteeesees Address: 7. S7evenon a } Tace, Aap en / ABS 2 JAR_ [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR NJORD (UK) LIMITED as Existing Obligor, acting by Valerio De Rossi, a director in the presence of: Director Witness’s Signature...............o:tissssseseeeeees MATEY KLIEALS Name: —s_-sacantedictscestonssSinaecacesenncesnesicciss Address: z. STevengen Face , ap </p 0, ABSD CFR SRO e ede eee neweenesewereeeseeeeeteseeetemeseeeenesees [Project Boatyard (RCF Upsize} — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR HILD (UK) LIMITED po as Existing Obligor, acting by Joseph Tobing, adirector inthe presence Of: ——sacesesscessesaessesseesecseeracsarseseccersnesrecsstacenenenseeenens Director [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR SAGA INC. as Existing Obligor, acting by Mi Hong Yoon. a director in the presence off PPP eer e treet ie errr rrere trier errr etree rire ee rer) Witness’s Signature.....4.) sy ANQ. seseeeeees Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MA01, Bermuda [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR SKALD INC. rae — as Existing Obligor, acting by Joseph O) Tobing, adirector inthe presence Of: ——ceseacesescescscenspecessesscseesessnsstentenesneensnasenenaeesearees Director Witness’s Signature MATE KI RALY Name: nec liceccccssssescesecvercereeeeceessneQes Address: Zz Slevensen Fac c, Papel , ARID JAR. [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR JACK-UP XXXII INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: 1 Witness’s Signature....../..\\ Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of BORR NATT INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Witness’s Signature Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MA01, Bermuda mm - an pmo: oo . n ones [***]

---

 

For and on behalf of BORR GERD INC. hy —— as Existing Obligor, acting by Doug McEwan, a director in the presence of: Witness’s sieneure._..M Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of BORR WEST AFRICA ASSETS INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda rx am tena ek oe n wea [***]

---

 

For and on behalf of BORR GUNNLOD INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: 4 Witness’s Signature..... K Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda mm + n penommrr s ov n ones [***]

---

 

For and on behalf of BORR GROA INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Witness’s sgmtue..Ay Name: Xiomara Maddocks Director Address: 20 Victoria Place, 2 Cockburn Road, Sandys MAO1, Bermuda [***]

---

 

For and on behalf of BORR HEIMDAL INC. as Existing Obligor, acting by Mi Hong Yoon, adirector inthe presence Of: — aaesacnsoeaedphlalsesececeverceaeerscsenessceeessersssetesessnseees Witness’s seanwe Xi ; Name: Xiomara Maddocks Director Address: 20 Victoria Place, 2 2 Cockburn Road, Sandys MA01, Bermuda cn n rman \ o n onma4 t . 4 a [***]

---

 

For and on behalf of BORR HERMOD INC. as Existing Obligor, acting by Mi Hong Yoon, a director in the presence of: Witness’s Signature... ¥ Name: Xiomara Maddocks Address: 20 Victoria Place, 2 Cockburn Road, Sandys MA01, Bermuda [***]

---

 

For and on behalf of BORR ODIN (UK) LIMITED oz Ie as Existing Obligor, acting by Joseph Tobing, a director inthe presence of: ——avessastnsenssvagPlonsnsensveabenssssibcicieenscueccecumucesetiateants Name: [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR GRID (UK) LIMITED as Existing Obligor, acting by Joseph e Tobing, a director in the presence of: N@Me: —accccsccecscvsssvssressecerseceeseceeeccrseeaccnerene Address: 2... everson, Face, Dapeln, ABBI BAR. [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of BORR GERSEMI (UK) LIMITED Pre = as Existing Obligor, acting by Joseph { ) a Tobing, a director in the presence Of: casesssscesenAseessesssacacesenseacacesencescneeseeseneeeaeeeeaees Director Name: —eecccliccecescesesessseesAcrocercnnevecuctvaccaes [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement] [***]

---

 

For and on behalf of DNB BANK ASA as Agent ' us 7 Signature: <7 Name: Anne Engen senior Advisor Q Title: By: Signature: ie : P la = Name: Linda Aarts Advisor Title: [Project Boatyard (RCF Upsize) — Signature Page to SFA Amendment Agreement]

---

 

[***] [***] [***]

---

 

AMENDMENT AND RESTATEMENT AGREEMENT between BORR DRILLING LIMITED as Issuer and NORDIC TRUSTEE AS as Bond Trustee in respect of the bond terms originally dated 6 February 2023 for the Borr Drilling Limited USD 250,000,000 5.00 per cent. senior unsecured convertible bonds 2023/2028 with ISIN NO0012828187 20 December 2024 Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)

---

 

2 THIS AMENDMENT AND RESTATEMENT AGREEMENT (the "Agreement") is made on 20 December 2024 by and between: (1) BORR DRILLING LIMITED, a Bermuda exempted company having registration number 51741 and LEI code 213800J2JPCTXLHQ5R78 (the "Issuer"); and (2) NORDIC TRUSTEE AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85 (the "Bond Trustee"), the parties referred to above are jointly referred to herein as the "Parties". 1 BACKGROUND (A) Pursuant to a bond terms agreement originally dated 6 February 2023, for the Borr Drilling Limited USD 250,000,000 5.00 per cent. senior unsecured convertible bonds 2023/2028 with ISIN NO0012828187 (the "Original Bond Terms"), made between the Issuer and the Bond Trustee (on behalf of the Bondholders), the Bondholders have made available to the Issuer a convertible bond financing in the aggregate maximum amount of USD 250,000,000, subject to the terms and conditions of the Original Bond Terms. (B) On 2 October 2024, the Bond Trustee summoned for a Written Resolution (the "October 2024 Written Resolution") in which the Issuer put forward to the Bondholders a proposal (the "Proposal") to, among other things, make certain amendments to the Original Bond Terms (the "Summons") in connection with the Issuer's intention to apply for a delisting of its Shares on Euronext Oslo Børs ("OSE") (the “Delisting”) and maintain a single listing on the New York Stock Exchange. The Proposal was approved by the Bondholders in the October 2024 Written Resolutions on 17 October 2024. (C) This Agreement amends and restates the Original Bond Terms as approved by the Bondholders in the October 2024 Written Resolutions. 2 DEFINITIONS AND INTERPRETATION 2.1 In this Agreement, the following terms shall have the following meanings: "Amended and Restated Bond Terms" means the Original Bond Terms as amended and restated by this Agreement in the form set out in Schedule 1 (Amended and Restated Bond Terms). "Effective Date" means the date on which the Bond Trustee confirms to the Issuer that it has received each of the documents and other evidence listed in Schedule 2 (Conditions Precedent), in form and substance satisfactory to the Bond Trustee. 2.2 Words and expressions used herein shall have the same meaning when used herein as set out in the Amended and Restated Bond Terms and/or the Summons (as applicable) unless expressly set out otherwise herein or the context otherwise requires (whether or not the Effective Date has occurred). 2.3 The provisions of Clause 1.2 (Construction) of the Amended and Restated Bond Terms apply to this Agreement as if they were set out herein in their entirety, except that references to the Amended Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

3 and Restated Bond Terms shall be construed as references to this Agreement and any other logical adjustments being made. 3 CONDITIONS PRECEDENT 3.1 Subject as set out below, on the Effective Date the provisions of Clause 4 (Amendments to and restatement of the Original Bond Terms) shall be implemented and take effect. 3.2 The Original Bond Terms will not be amended by this Agreement unless the Bond Trustee notifies the Issuer that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Bond Trustee. The Bond Trustee must give this notification as soon as reasonably practicable. 3.3 If the Bond Trustee fails to give the notification under paragraph 3.2 above by the date falling 120 Business Days after the date of Summons (or such later date which the Bond Trustee and the Issuer may agree) by reason of the Bond Trustee not having received all the documents and evidence set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Bond Trustee, the Original Bond Terms will not be amended in the manner contemplated by this Agreement. 4 AMENDMENTS TO AND RESTATEMENT OF THE ORIGINAL BOND TERMS 4.1 Subject to satisfaction or waiver of the conditions precedent set out in Schedule 2 (Conditions Precedent), the Parties agree that on and with effect from the Effective Date the Original Bond Terms shall be supplemented, amended and restated by this Agreement so that the Parties' rights and obligations are governed by the provisions of the Amended and Restated Bond Terms. 5 REPRESENTATIONS 5.1 Save for the information disclosed to the Bondholders in the Summons, each of the Issuer and the Parent confirms that the representations and warranties set out in Clause 7 (Representations and Warranties) of the Amended and Restated Bond Terms are correct. 5.2 The above representations and warranties are made: (i) on the date of this Agreement; and (ii) on the Effective Date, by reference to the facts and circumstances existing at such dates. 5.3 The Issuer acknowledges that the Bond Trustee has entered into this Agreement in full reliance on the representations and warranties made by them pursuant to this Clause 5. 6 NO OTHER CHANGES 6.1 The Issuer confirms that, notwithstanding the amendments effected by this Agreement: (i) each Finance Document (save for the amendments described above) to which it or any other Obligor is a party shall continue in full force and effect and shall extend to the liabilities and the obligations of the Obligors under the Original Bond Terms as amended by this Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

4 Agreement and the other Finance Documents; and (ii) any reference in any Finance Document to the Original Bond Terms shall be construed as a reference to the Original Bond Terms as amended by this Agreement. 6.2 As expressly modified by this Agreement, all terms and provisions of the Original Bond Terms shall remain in full force and effect and are hereby ratified and confirmed in all respects by the Parties as if herein set forth in their entirety. All references in the Original Bond Terms to "these Bond Terms", "hereof", "hereby", "hereto", and the like shall, from the Effective Date, mean the Original Bond Terms as hereby amended and restated. 7 MISCELLANEOUS 7.1 This Agreement is a Finance Document for the purpose of the Amended and Restated Bond Terms. 7.2 This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 7.3 The provisions of Clause 22 (Governing law and jurisdiction) of the Original Bond Terms shall apply mutatis mutandis to this Agreement. [Separate signature pages follow.] Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

5 SIGNATORIES The Issuer: BORR DRILLING LIMITED By: ________________________________ Name: Title: The Bond Trustee: NORDIC TRUSTEE AS By: ________________________________ Name: Title: Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B Lars Erik Lærum Mi Hong Yoon[***] [***] [***] [***]

---

 

6 SCHEDULE 1 AMENDED AND RESTATED BOND TERMS [Separate document to be attached.] Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

1 AMENDED AND RESTATED BOND TERMS FOR Borr Drilling Limited USD 250,000,000 5.00 per cent. senior unsecured convertible bonds 2023/2028 ISIN NO0012828187 ISIN NO0012829730 (Temporary Bonds) Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

2 Contents Clause Page 1. INTERPRETATION ............................................................................................... 4 2. THE BONDS ......................................................................................................... 25 3. THE BONDHOLDERS ......................................................................................... 26 4. ADMISSION TO LISTING OR TRADING ......................................................... 26 5. REGISTRATION OF THE BONDS ..................................................................... 27 6. CONDITIONS FOR DISBURSEMENT............................................................... 27 7. REPRESENTATIONS AND WARRANTIES ..................................................... 28 8. PAYMENTS IN RESPECT OF THE BONDS ..................................................... 30 9. INTEREST ............................................................................................................. 33 10. REDEMPTION AND REPURCHASE OF BONDS ............................................ 33 11. PURCHASE AND TRANSFER OF BONDS ....................................................... 37 12. CONVERSION TERMS ....................................................................................... 37 13. ADJUSTMENT OF THE CONVERSION PRICE ............................................... 43 14. MERGER ............................................................................................................... 55 15. INFORMATION UNDERTAKINGS ................................................................... 55 16. GENERAL UNDERTAKINGS ............................................................................ 57 17. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS ................ 58 18. BONDHOLDERS’ DECISIONS .......................................................................... 61 19. THE BOND TRUSTEE ......................................................................................... 66 20. AMENDMENTS AND WAIVERS ...................................................................... 69 21. MISCELLANEOUS .............................................................................................. 70 22. GOVERNING LAW AND JURISDICTION ........................................................ 72 ATTACHMENT 1 COMPLIANCE CERTIFICATE Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

3 IMPORTANT NOTICE THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES. SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS’ TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS’ TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS. THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. THE NOTES MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003, THE EXCHANGE CONTROL ACT 1972 AND THE COMPANIES ACT 1981 AND REGULATIONS PROMULGATED THEREUNDER, WHICH REGULATE THE SALE OF SECURITIES IN BERMUDA. ADDITIONALLY, NON-BERMUDIAN PERSONS (INCLUDING COMPANIES) MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE PERMITTED TO DO SO UNDER APPLICABLE BERMUDA LEGISLATION. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

4 BOND TERMS between ISSUER: Borr Drilling Limited, a Bermuda exempted company having registration number 51741 and LEI-code 213800J2JPCTXLHQ5R78; and BOND TRUSTEE: Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85. DATED: Originally dated 6 February 2023, as subsequently amended and restated by an amendment and restatement agreement dated 20 December 2024. These Bond Terms shall remain in effect for so long as any Bonds remain outstanding. 1. INTERPRETATION 1.1 Definitions The following terms will have the following meanings: “Additional Cash Amount” shall have the meaning given to it in Clause 13.3 (Retroactive Adjustments). “Additional Shares” shall have the meaning ascribed to such term in Clause 13.3 (Retroactive Adjustments). “Affiliate” means, in relation to any person: (a) any person which is a Subsidiary of that person; (b) any person with Decisive Influence over that person (directly or indirectly); and (c) any person which is a Subsidiary of an entity with Decisive Influence over that person (directly or indirectly). “Annual Financial Statements” means the audited consolidated annual financial statements of the Issuer for any financial year, prepared in accordance with GAAP, such financial statements to include a profit and loss account, balance sheet, cash flow statement and report of the board of directors. “Applicable Date” means (i) in respect of any exercise of Conversion Rights, the Conversion Date in respect of such exercise of Conversion Rights, and (ii) in respect of any exercise of Settlement Rights, the Settlement Notice Date in respect of such exercise of Settlement Rights. “Applicable Reference Date” shall have the meaning given to it in Clause 13.3 (Retroactive Adjustments). Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

5 “Attachment” means any schedule, appendix or other attachment to these Bond Terms. “Bond Currency” means the currency in which the Bonds are denominated, as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds). “Bond Terms” means these terms and conditions, including all Attachments which form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time. “Bond Trustee” means the company designated as such in the preamble to these Bond Terms, or any successor, acting for and on behalf of the Bondholders in accordance with these Bond Terms. “Bond Trustee Fee Agreement” means the agreement entered into between the Issuer and the Bond Trustee relating, among other things, to the fees to be paid by the Issuer to the Bond Trustee for the services provided by the Bond Trustee relating to the Bonds. “Bondholder” means a person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to Clause 3.3 (Bondholders’ rights). “Bondholder Redemption Option” shall have the meaning ascribed to such term in Clause 10.2 (Redemption at the option of a Bondholder due to a Change of Control Event). “Bondholder Taxes” shall have the meaning ascribed to such term in Clause 12.2 (Procedure for exercise of Conversion Rights). “Bondholders’ Meeting” means a meeting of Bondholders as set out in Clause 18 (Bondholders’ Decisions). “Bonds” means the debt instruments issued by the Issuer pursuant to these Bond Terms. “Business Day” means a day on which both the relevant CSD settlement system is open, and the relevant settlement system for the Bond Currency is open. “Business Day Convention” means that if the last day of any Interest Period originally falls on a day that is not a Business Day, no adjustment will be made to the Interest Period. “Calculation Agency Agreement” means the calculation agency agreement dated 3 February 2023 and entered into by the Issuer and the Calculation Agent whereby the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. “Calculation Agent” means Conv-Ex Advisors Limited and such expression shall include any successor as calculation agent under the Calculation Agency Agreement. “Cash Settled Shares” means, in respect of any exercise of (i) a Settlement Right by a Bondholder, the number of Shares determined by dividing the Nominal Amount of the relevant Bonds by the Conversion Price (or, where the provisions of paragraph (c) of Clause 10.3 (Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions) apply following the occurrence of a Change of Control Event, the relevant Change of Control Conversion Price) in effect on the relevant Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

6 Settlement Notice Date; or (ii) the Conversion Right by a Bondholder in respect of which a Cash Settlement Election is made by the Issuer, such number of Shares (which shall be a whole number of Shares and not exceed the number of Reference Shares) as is specified by the Issuer in its sole discretion in the relevant Cash Settlement Election Notice in accordance with Clause 12.7. “Cash Settlement Amount” means, in respect of any exercise of a Settlement Right by a Bondholder or any exercise of the Conversion Right by a Bondholder in respect of which a Cash Settlement Election is made by the Issuer, an amount in USD (rounded to the nearest whole multiple of USD 0.01 (with USD 0.005 being rounded upwards)) determined by the Calculation Agent in accordance with the following formula and which shall be payable by the Issuer to a Bondholder in respect of the relevant Cash Settled Shares: 𝐶𝐶𝐶𝐶𝐶𝐶 = � 1 𝑁𝑁 𝑁𝑁 1 × 𝐶𝐶 × 𝑃𝑃𝑛𝑛 where: (i) CSA is the Cash Settlement Amount. (ii) S is the Cash Settled Shares. (iii) Pn is the Volume Weighted Average Price of a Share (converted into USD at the Prevailing Rate) on the nth Dealing Day of the Cash Settlement Calculation Period; and (iv) N is 20, being the number of Dealing Days in the Cash Settlement Calculation Period, provided that: (A) if any Dividend or other entitlement in respect of the Shares is announced whether on or prior to or after the relevant Applicable Date in circumstances where (i) the record date or other due date for the establishment of entitlement in respect of such Dividend or other entitlement shall be on or after the relevant Applicable Date, and (ii) if on any Dealing Day in the Cash Settlement Calculation Period the price determined as provided above is based on a price ex- such Dividend or other entitlement, then such price shall be increased by an amount equal to the Fair Market Value of any such Dividend or other entitlement per Share as at the Ex-Date relating to such Dividend or entitlement, provided that where such Fair Market Value as aforesaid cannot be determined in accordance with these Bond Terms before the second Business Day before the date on which payment of the Additional Cash Amount is to be made, the relevant Volume Weighted Average Price as aforesaid shall be adjusted in such manner as determined in good faith to be appropriate by an Independent Adviser no later than such second Business Day before such payment date as aforesaid; (B) if any Additional Cash Amount is due in respect of the exercise of Settlement Rights or Conversion Rights, as the case may be, in respect of which the Cash Settlement Amount is being determined, any Volume Weighted Average Price Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

7 on any Dealing Day falling in the relevant Cash Settlement Calculation Period but before the Applicable Reference Date shall be multiplied by the adjustment factor (as determined pursuant to these Bond Terms) applied to the Conversion Price in respect of the relevant Retroactive Adjustment, all as determined in good faith by the Calculation Agent, provided that where such adjustment factor as aforesaid cannot be determined in accordance with these Bond Terms before the second Business Day before the date on which payment of the Additional Cash Amount is to be made, the relevant Volume Weighted Average Price as aforesaid shall be adjusted in such manner as determined in good faith to be appropriate by an Independent Adviser no later than such second Business Day before such payment date as aforesaid; and (C) if any doubt shall arise as to the calculation of the Cash Settlement Amount or if such amount cannot be determined as provided above, the Cash Settlement Amount shall be equal to such amount as is determined in such other manner as an Independent Adviser shall consider in good faith to be appropriate to give the intended result. “Cash Settlement Calculation Period” means: (i) in respect of any exercise of a Settlement Right by a holder, a period of 20 consecutive Dealing Days commencing on the second Dealing Day following the relevant Settlement Notice Date; or (ii) in respect of any exercise of the Conversion Right by a Bondholder in respect of which a Cash Settlement Election is made by the Issuer, a period of 20 consecutive Dealing Days commencing on the second Dealing Day following the relevant Cash Settlement Election Date. “Cash Settlement Date” shall have the meaning ascribed to such term in Clause 10.3 (Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions). “Cash Settlement Election” shall have the meaning provided in Clause 12.7 (Cash Settlement Election). “Cash Settlement Election Date” means the second Dealing Day following the relevant Conversion Date. “Cash Settlement Election Notice” shall have the meaning provided in Clause 12.7 (Cash Settlement Election). “Cash Settlement Ratio” means, in respect of an exercise of Conversion Rights that is the subject of a Cash Settlement Election, such number as is equal to (x) the Cash Settled Shares in respect of such exercise of Conversion Rights, divided by (y) the Reference Shares in respect of such exercise of Conversion Rights. “Chairperson” shall have the meaning ascribed to such term in Clause 18.2 (Procedure for arranging a Bondholders’ Meeting). “Change of Control Conversion Price” shall have the meaning ascribed to such term in Clause 10.2 (Redemption/conversion at the option of a Bondholder due to a Change of Control Event). Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

8 “Change of Control Event” means a person or group of persons acting in concert, directly or indirectly (including purchase, merger etc.) have acquired the right to cast, at a general meeting of shareholders of the Issuer, more than 50 per cent. of the voting rights of the Issuer. “Change of Control Period” means the period commencing on the date on which a Change of Control Event occurs and ending 60 calendar days following such date or, if later, 60 calendar days following the notification of a Change of Control Event (cf. paragraph (j) of Clause 15.4 (Information: Miscellaneous)). “Change of Control Put Date” means the settlement date for the Bondholder Redemption Option pursuant to Clause 10.2 (Redemption at the option of a Bondholder due to a Change of Control Event), being the fifth Business Day following the end of the Change of Control Period. “Clean-up Redemption Date” means the settlement date for the Issuer’s Redemption Option determined by the Issuer pursuant to Clause 10.5 (Redemption at the option of the Issuer due to low aggregate Nominal Amount outstanding - Clean-up call), or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds. “Closing Price” means, in respect of a Share or any Security, Spin-Off Security, option, warrant or other right or asset on any Dealing Day in respect thereof, the closing price on the Relevant Stock Exchange on such Dealing Day of a Share or, as the case may be, such Security, Spin-Off Security, option, warrant or other right or asset published by or derived from Bloomberg page HP (or any successor ticker page) (using the setting “Last Price”, or any other successor setting and using values not adjusted for any event occurring after such Dealing Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page, or any successor or similar setting, switched off) in respect of such Share, Security, Spin-Off Security, option, warrant or other right or asset (all as determined by the Calculation Agent) (and for the avoidance of doubt such Bloomberg page for the Shares as at the Issue Date is BORR NO Equity HP), if available or, in any other case, such other source (if any) as shall be determined in good faith to be appropriate by an Independent Adviser on such Dealing Day, provided that: (a) if on any such Dealing Day (for the purpose of this definition, the “Original Date”) such price is not available or cannot otherwise be determined as provided above, the Closing Price of a Share, Security, option, warrant, or other right or asset, as the case may be, in respect of such Dealing Day shall be the Closing Price, determined by the Calculation Agent as provided above, on the immediately preceding such Dealing Day on which the same can be so determined, provided however that if such immediately preceding Dealing Day falls prior to the fifth day before the Original Date, the Closing Price in respect of such Dealing Day shall be considered to be not capable of being determined pursuant to this paragraph (a); and (b) if the Closing Price cannot be determined as aforesaid, the Closing Price of a Share, Security, option, warrant, or other right or asset, as the case may be, shall be determined as at the Original Date by an Independent Adviser in such manner as it shall determine in good faith to be appropriate, and the Closing Price determined as aforesaid on or as at any such Dealing Day shall, if not in the Relevant Currency, be translated into the Relevant Currency at the Prevailing Rate on such Dealing Day. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

9 “Compliance Certificate” means a statement substantially in the form as set out in Attachment 1 hereto. “Conversion Date” shall have the meaning ascribed to such term in Clause 12.2 (Procedure for exercise of Conversion Rights). “Conversion Notice” shall have the meaning ascribed to such term in Clause 12.2 (Procedure for exercise of Conversion Rights). “Conversion Period” means, subject to the Shareholder Resolution being duly passed at the SGM, the period commencing on (and including) the Conversion Right Start Date and ending on (and including) the 10th Business Day prior to the Maturity Date (or, if earlier, ending on (and including) the 10th Business Day prior to any earlier date fixed for redemption of the Bonds). “Conversion Price” shall have the meaning ascribed to such term in Clause 12.1 (Conversion Period and Conversion Price). “Conversion Right” shall have the meaning ascribed to such term in Clause 12.1 (Conversion Period and Conversion Price). “Conversion Right Conditions” means that on or before the Longstop Date (i) the Shareholder Resolution has been duly passed at the SGM; and (ii) the net proceeds of a new senior secured bond issue with gross proceeds of at least USD 100,000,000 have been released to the Issuer. “Conversion Right Start Date” shall have the meaning ascribed to such term in Clause 15.4 (Information: Miscellaneous). “CSD” means the central securities depository in which the Bonds are registered, being Verdipapirsentralen ASA (VPS). “CSD Account” means an account with the CSD in the name of the Issuer in which the Rollover Bonds will be held until disbursement of the funds from the Escrow Account (upon which the Rollover Bonds will be discharged), blocked and pledged in favour of the Bond Trustee (on behalf of the Bondholders holding Temporary Bonds). “CSD Account Pledge” means the first priority pledge over the Rollover Bonds held in the CSD Account. “Current Market Price” means, in respect of a Share at a particular date, the arithmetic average of the daily Volume Weighted Average Price of a Share on each of the 5 consecutive Dealing Days ending on the Dealing Day immediately preceding such date, as determined by the Calculation Agent, provided that: (a) for the purposes of determining the Current Market Price pursuant to paragraphs (d) or (f) of Clause 13.1 (Adjustments) in circumstances where the relevant event relates to an issue of Shares, if at any time during the said 5 Dealing Day period (which may be on each of such five Dealing Days) the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex- any other entitlement) and/or during some other part of that period (which may be on each of such five Dealing Days) the Volume Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

10 Weighted Average Price shall have been based on a price cum-Dividend (or cum- any other entitlement), in any such case which has been declared or announced, then: (i) if the Shares to be so issued do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Shares shall have been based on a price cum-Dividend (or cum- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Share as at the Ex-Date in respect of such Dividend or entitlement (or, where on each of the said five Dealing Days the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum-any other entitlement), as at the date of first public announcement of such Dividend or entitlement), in any such case, determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit; or (ii) if the Shares to be so issued do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Shares shall have been based on a price ex-Dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by an amount equal to the Fair Market Value of any such Dividend or entitlement per Share as at the Ex-Date in respect of such Dividend or entitlement, in any such case, determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit, (b) for the purposes of any calculation or determination required to be made pursuant to paragraphs (a)(i) or (a)(ii) of the definition of “Dividend”, if on any of the said five Dealing Days the Volume Weighted Average Price shall have been based on a price cum the relevant Dividend or capitalisation giving rise to the requirement to make such calculation or determination, the Volume Weighted Average Price on any such Dealing Day shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of the relevant cash Dividend as at the Ex- Date in respect of such Dividend, as determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit; and (c) for any other purpose, if any day during the said five Dealing Day period was the Ex- Date in relation to any Dividend (or any other entitlement) the Volume Weighted Average Prices that shall have been based on a price cum- such Dividend (or cum- such entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Share as at the Ex-Date in respect of such Dividend or entitlement. “Dealing Day” means a day on which the Relevant Stock Exchange is open for business and on which Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets (as the case may be) may be dealt in (other than a day on which the Relevant Stock Exchange is scheduled to or does close prior to its regular weekday closing time) provided that, unless otherwise specified or the context otherwise requires, references to “Dealing Day” shall be a dealing day in respect of the Shares. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

11 “Decisive Influence” means a person having, as a result of an agreement or through the ownership of shares or interests in another person (directly or indirectly): (a) a majority of the voting rights in that other person; or (b) a right to elect or remove a majority of the members of the board of directors of that other person. “Default Notice” means a written notice to the Issuer as described in Clause 17.2 (Acceleration of the Bonds). “Default Repayment Date” means the settlement date set out by the Bond Trustee in a Default Notice requesting early redemption of the Bonds. “Defeasance Account” shall have the meaning ascribed to such term in Clause 21.4 (Defeasance). “Defeasance Amount” shall have the meaning ascribed to such term in Clause 21.4 (Defeasance). “Defeasance Pledge” shall have the meaning ascribed to such term in Clause 21.4 (Defeasance). “Dividend” means any dividend or distribution to Shareholders (including a Spin-Off) whether of cash, assets or other property, and however described and whether payable out of a share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to Shareholders upon or in connection with a reduction of capital (and for these purposes a distribution of assets includes without limitation an issue of Shares or other Securities credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that: (a) where: (i) a Dividend in cash is announced which may at the election of a Shareholder or Shareholders be satisfied by the issue or delivery of Shares or other property or assets, or where an issue of Shares or other property or assets to Shareholders by way of a capitalisation of profits or reserves (including any share premium account or capital redemption reserve) is announced which may at the election of a Shareholder or Shareholders be satisfied by the payment of cash, then the Dividend or capitalisation in question shall be treated as a cash Dividend of an amount equal to the greater of (A) the Fair Market Value of such cash amount and (B) the Current Market Price of such Shares or, as the case may be, the Fair Market Value of such other property or assets, in any such case as at the Ex-Date in respect of the relevant Dividend or capitalisation (or, if later, the Dividend Determination Date), save that where a Dividend in cash is announced which may at the election of a Shareholder or Shareholders be satisfied by the issue or delivery of Shares or an issue of Shares to Shareholders by way of capitalisation of profits or reserves is announced which may at the election of a Shareholder or Shareholders be satisfied by the payment of cash where the number of Shares which may be issued or delivered is to be determined at a date or during a period following the last day on which such election can be made as aforesaid and is to be determined by Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

12 reference to a publicly available formula based on the closing price or volume weighted average price or any like or similar pricing benchmark of the Shares, without factoring in any discount or premium to such price or benchmark, then such Dividend shall be treated as a cash Dividend in an amount equal to the Fair Market Value of such cash amount on such date as such cash amount is determined as aforesaid; or (ii) there shall (other than in circumstances subject to paragraph (i) above) (A) be any issue of Shares or other property or assets to Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) where such issue or delivery is or is expressed to be in lieu of a Dividend in cash (whether or not a cash Dividend equivalent amount is announced) or a Dividend in cash is announced that is to be satisfied by the issue or delivery of Shares or other property or assets, or (B) any issue or delivery of Shares or other property or assets by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) that is to be satisfied by the payment of cash, then, in the case of (A) the capitalisation or Dividend in question shall be treated as a cash Dividend of an amount equal to the Current Market Price of such Shares or, as the case may be, the Fair Market Value of such other property or assets as at the Ex-Date in respect of the relevant capitalisation (or, if later, the Dividend Determination Date), and, in the case of (B), the capitalisation in question shall be treated as a cash Dividend of an amount equal to the Fair Market Value of such cash amount as at the Ex-Date in respect of the relevant capitalisation (or, if later, the Dividend Determination Date), save that where an issue of Shares by way of capitalisation of profits or reserves is announced where such issue is or is expected to be in lieu of a Dividend in cash (in circumstances where the cash amount thereof is announced) or an issue of Shares by way of capitalisation of profits or reserves is announced that is to be satisfied by the payment of cash where the number of Shares to be issued or delivered or the amount of such payment of cash is to be determined at a date or during a period following such announcement and is to be determined by reference to a publicly available formula based on the closing price or volume weighted average price or any like or similar pricing benchmark of the Shares, without factoring in any discount or premium to such price or benchmark, then such capitalisation shall be treated as a cash Dividend in an amount equal to the Fair Market Value of such cash amount on such date as such cash amount is announced or determined as aforesaid; (b) any issue of Shares falling within paragraphs (a) or (b) of Clause 13.1 (Adjustments) shall be disregarded; (c) a purchase or redemption or buy back of share capital of the Issuer by or on behalf of the Issuer or any of its Subsidiaries shall not constitute a Dividend unless, in the case of a purchase, redemption or buy back of Shares by or on behalf of the Issuer or any of its Subsidiaries, the weighted average price per Share (before expenses) on any day (a “Specified Share Day”) in respect of such purchases, redemptions or buy backs (translated, if not in the Relevant Currency, into the Relevant Currency at the Prevailing Rate on such day), exceeds by more than 5 per cent. the Current Market Price of a Share: (i) on the Specified Share Day; or (ii) where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buy backs approved by Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

13 a general meeting of Shareholders or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Shares at some future date at a specified price or where a tender offer is made, on the date of such announcement or, as the case may be, on the date of first public announcement of such tender offer (and regardless of whether or not a price per Share, a minimum price per Share or a price range or a formula for the determination thereof is or is not announced at such time), in which case such purchase, redemption or buy back shall be deemed to constitute a Dividend in the Relevant Currency in an amount equal to the amount by which the aggregate price paid (before expenses) in respect of such Shares purchased, redeemed or bought back by or on behalf of the Issuer or, as the case may be, any of its Subsidiaries (translated where appropriate into the Relevant Currency as provided above) exceeds the product of (i) 105 per cent. of such Current Market Price and (ii) the number of Shares so purchased, redeemed or bought back; (d) if the Issuer or any of its Subsidiaries (or any person on its or their behalf) shall purchase, redeem or buy back any depositary or other receipts or certificates representing Shares, the provisions of paragraph (c) above shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Adviser; (e) where a dividend or distribution is paid or made to Shareholders pursuant to any plan or arrangement implemented by the Issuer for the purpose of enabling Shareholders to elect, or which may require Shareholders, to receive dividends or distributions in respect of the Shares held by them from a person other than (or in addition to) the Issuer, such dividend or distribution shall for the purposes of these Bond Terms be treated as a dividend or distribution made or paid to Shareholders by the Issuer, and the foregoing provisions of this definition and the provisions of these Bond Terms shall be construed accordingly; (f) where a Dividend in cash is declared which provides for payment by the Issuer to Shareholders in the Relevant Currency or an amount in cash is or may be paid in the Relevant Currency, whether at the option of Shareholders or otherwise, it shall be treated as a Dividend in cash in the amount of such Relevant Currency or, as the case may be, an amount in such Relevant Currency, and in any other case it shall be treated as a Dividend in cash or, as the case may be, an amount in cash in the currency in which it is payable by the Issuer; (g) a dividend or distribution that is a Spin-Off shall be deemed to be a Dividend paid or made by the Issuer, and any such determination shall be made in good faith by the Calculation Agent or where specifically provided, an Independent Adviser and, in either such case, on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit. “Dividend Determination Date” means, for the purposes of the definition of “Dividend”, the date on which the number of Shares or, as the case may be, amount of other property or assets, which may be issued or delivered is, or is capable of being, determined, and where determined by reference to prices or values or the like on or during a particular day or during a particular Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

14 period, the Dividend Determination Date shall be deemed to be such day or the last day of such period, as the case may be. “Escrow Account” means an account in the name of the Issuer, blocked and pledged on first priority as security for the Issuer’s obligations under the Finance Documents. “Escrow Account Pledge” means the pledge over the Escrow Account, where the Escrow Bank has waived any set-off rights. “Escrow Bank” means DNB Bank ASA. “Event of Default” means any of the events or circumstances specified in Clause 17.1 (Events of Default). “Ex-Date” means, in relation to any Dividend (including without limitation any Spin-Off), capitalisation, redesignation, reclassification, sub-division, consolidation, issue, grant, offer or other entitlement, unless otherwise defined herein, the first Dealing Day on which the Shares are traded ex- the relevant Dividend, capitalisation, redesignation, reclassification, sub- division, consolidation, issue, grant, offer or other entitlement on the Relevant Stock Exchange (or, in the case of a Dividend which is a purchase, redemption or buy back of Shares (or, as the case may be, any depositary or other receipts or certificates representing Shares) pursuant to paragraph (c) (or, as the case may be, paragraph (d)) of the definition of “Dividend”, the date on which such purchase, redemption or buy back is made). “Exchange” means a securities exchange or other reputable market place for securities having satisfactory requirements as to listing and trading, where the Bonds and/or the Shares are listed or to which an application for listing of the Bonds and/or the Shares has been submitted. “Existing Bonds” means the Issuer’s existing USD 350,000,000 3.875 per cent. senior unsecured convertible bonds 2018/2023 (ISIN NO0010822935). “Fair Bond Value” means, in respect of each Bond, as determined by an Independent Adviser, the arithmetic average (rounded to the nearest whole multiple of USD 1, with USD 0.5 being rounded upwards) of the fair market values (as determined by such Independent Adviser to be appropriate on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including (without limitation) the market price per Share, the dividend yield of a Share, the volatility of such market price, prevailing interest rates, the credit spread on other relevant bonds of the Issuer (if any) and the terms of the Bonds, and assuming for this purpose that the Shareholder Resolution had been duly passed at the SGM prior to the start of the Fair Bond Value Calculation Period) of such Bond at the close of business on each Dealing Day during the Fair Bond Value Calculation Period. “Fair Bond Value Calculation Period” means the period of 5 consecutive Dealing Days commencing on (and including) the second Dealing Day following the date on which the Mandatory Redemption Event Notice is given. “Fair Market Value” means, on any date (the “FMV Date”): Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

15 (a) in the case of a cash Dividend, the amount of such cash Dividend, as determined in good faith by the Calculation Agent; (b) in the case of any other cash amount, the amount of such cash, as determined in good faith by the Calculation Agent; (c) in the case of Securities (including Shares), Spin-Off Securities, options, warrants or other rights or assets that are publicly traded on a Relevant Stock Exchange of adequate liquidity (as determined in good faith by the Calculation Agent or an Independent Adviser), the arithmetic mean of: (i) in the case of Shares or (to the extent constituting equity share capital) other Securities or Spin-Off Securities, for which a daily Volume Weighted Average Price (disregarding for this purpose paragraph (b) of the definition of “Volume Weighted Average Price”) can be determined, such daily Volume Weighted Average Price of the Shares or such other Securities or Spin-Off Securities; and (ii) in any other case, the Closing Price of such Securities, Spin-Off Securities, options, warrants or other rights or assets, in the case of both paragraphs (i) and (ii) during the period of 5 Dealing Days for such Securities, Spin-Off Securities, options, warrants or other rights or assets commencing on such FMV Date (or, if later, the date (the “Adjusted FMV Date”) which falls on the first such Dealing Day on which such Securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, provided that where such Adjusted FMV Date falls after the fifth day following the FMV Date, the Fair Market Value of such Securities, Spin-Off Securities, options, warrants or other rights or assets shall instead be determined pursuant to paragraph (d) below, and no such Adjusted FMV Date shall be deemed to apply) or such shorter period as such Securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, all as determined in good faith by the Calculation Agent; and (d) in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets that are not publicly traded on a Relevant Stock Exchange of adequate liquidity (as aforesaid) or where otherwise provided in paragraph (c) above to be determined pursuant to this paragraph (d), an amount equal to the fair market value of such Securities, Spin- Off Securities, options, warrants or other rights or assets as determined in good faith by an Independent Adviser, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per Share, the dividend yield of a Share, the volatility of such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or other rights or assets, and including as to the expiry date and exercise price or the like (if any) thereof. Such amounts shall (if not expressed in the Relevant Currency on the FMV Date (or, as the case may be, the Adjusted FMV Date)) be translated into the Relevant Currency at the Prevailing Rate on the FMV Date (or, as the case may be, the Adjusted FMV Date), all as determined in good faith by the Calculation Agent. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

16 In addition, in the case of paragraphs (a) and (b) above, the Fair Market Value shall be determined on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit. “Finance Documents” means these Bond Terms, the Bond Trustee Fee Agreement, the Calculation Agency Agreement, the Escrow Account Pledge, the CSD Account Pledge and any other document designated by the Issuer and the Bond Trustee as a Finance Document. “Financial Indebtedness” means any indebtedness for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, including the Bonds; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be capitalised as an asset and booked as a corresponding liability in the balance sheet; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under GAAP are met); (f) any derivative transaction entered into and in connection with protection against or benefit from fluctuation in any rate or price and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account); (g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition; (h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under GAAP; (i) any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply; (j) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under GAAP; and Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

17 (k) without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above. “Financial Reports” means the Annual Financial Statements and the Interim Accounts. “GAAP” means generally accepted accounting practices and principles in the country in which the Issuer is incorporated including generally accepted accounting practices and principles in the United States, and, if applicable, IFRS. “Group” means the Issuer and its Subsidiaries from time to time. “Group Company” means any person which is a member of the Group. “IFRS” means the International Financial Reporting Standards and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof) in force from time to time and to the extent applicable to the relevant financial statement. “Independent Adviser” means an independent financial institution or financial adviser with appropriate expertise, which may be the Calculation Agent (acting in such Independent Adviser capacity), appointed by the Issuer at its own expense and (other than where the initial Calculation Agent is appointed) approved in writing by the Bond Trustee or, if the Issuer fails to make such appointment and such failure continues for a reasonable period (as determined by the Bond Trustee) and the Bond Trustee is indemnified and/or secured as to costs to its satisfaction against the costs, fees and expenses of such adviser, appointed by the Bond Trustee following notification to the Issuer, which appointment shall be deemed to be made by the Issuer. “Initial Nominal Amount” means the nominal amount of each Bond as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds). “Insolvent” means that a person: (a) is unable or admits inability to pay its debts as they fall due; (b) suspends making payments on any of its debts generally; or (c) is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its centre of main interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency proceedings (as amended from time to time). “Interest Payment Date” means the last day of each Interest Period, the first Interest Payment Date being 8 August 2023 and the last Interest Payment Date being the Maturity Date. “Interest Period” means, subject to adjustment in accordance with the Business Day Convention, the periods between 8 February and 8 August each year, provided however that an Interest Period shall not extend beyond the Maturity Date. “Interest Rate” means 5.00 percentage points per annum. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

18 “Interim Accounts” means the unaudited consolidated quarterly financial statements of the Issuer for the quarterly period ending on 31 March, 30 June, 30 September and 31 December in each year, prepared in accordance with GAAP. “ISIN” means International Securities Identification Number. “Issue Date” means 8 February 2023. “Issuer” means the company designated as such in the preamble to these Bond Terms. “Issuer’s Bonds” means any Bonds which are owned by the Issuer or any Affiliate of the Issuer. “Issuer’s Redemption Option” shall have the meaning ascribed to such term in Clause 10.5 (Redemption at the option of the Issuer due to low aggregate Nominal Amount outstanding - Clean-up call). “Longstop Date” means 20 April 2023. “Managers” means Clarksons Platou Securities AS, DNB Markets and Pareto Securities AS. “Mandatory Redemption Date” means the 10th Business Day following the last Dealing Day of the Fair Bond Value Calculation Period. “Mandatory Redemption Event” means that the Conversion Right Conditions have not been satisfied on or before the Longstop Date. “Mandatory Redemption Event Notice” shall have the meaning ascribed to such term in Clause 10.4 (Redemption upon a Mandatory Redemption Event). “Mandatory Redemption Event Notice Deadline” means the 10th Business Day after the Longstop Date. “Material Adverse Effect” means a material adverse effect on: (a) the ability of the Issuer to perform and comply with its obligations under the Finance Documents; and/or (b) the validity or enforceability of the Finance Documents. “Material Subsidiary” means a Subsidiary of the Issuer: (a) whose total assets or total revenue (unconsolidated where that Subsidiary itself has Subsidiaries) as at the date of which its latest financial statements were prepared or, as the case may be, for the financial period to which those financial statements relate, account for 10.00 per cent. or more of the consolidated total assets or total revenue of the Group (each as calculated by reference to the latest Annual Financial Statements); or (b) to which is transferred (whether in a single transaction or a series of transactions (whether related or not)) all or substantially all of the assets of a Subsidiary which immediately prior to such transaction(s) was a Material Subsidiary. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

19 For the purposes of this definition: (a) if a Subsidiary becomes a Material Subsidiary under paragraph (b) above, the Material Subsidiary by which the relevant transfer was made shall, subject to paragraph (a) above, cease to be a Material Subsidiary; (b) if a Subsidiary is acquired by the Issuer after the end of the financial period to which the latest Annual Financial Statements relate, those financial statements shall be adjusted as if that Subsidiary had been shown in them by reference to its then latest audited financial statements until Annual Financial Statements for the financial period in which the acquisition is made have been prepared; (c) if, in the case of any Subsidiary, the latest Annual Financial Statements do not cover such Subsidiary, then the determination of whether or not such Subsidiary is a Material Subsidiary shall be determined by reference to the relevant Subsidiary’s unaudited annual financial statements (if any) or on the basis of pro forma financial statements (consolidated or, as the case may be, unconsolidated); and (d) if the latest annual financial statements of any Subsidiary are not prepared on the basis of the same accounting principles, policies and practices as the latest Annual Financial Statements, then the determination of whether or not such Subsidiary is a Material Subsidiary shall be based on pro forma financial statements or, as the case may be, consolidated financial statements of such Subsidiary prepared on the same accounting principles, policies and practices as adopted in the latest consolidated audited financial statements of the Issuer, or an appropriate restatement or adjustment to the relevant financial statements of each Subsidiary. “Maturity Date” means 8 February 2028, adjusted according to the Business Day Convention. “Net Proceeds” means the proceeds from the issuance of the Bonds (net of fees and legal cost of the Manager and, if required by the Bond Trustee, the Bond Trustee fee, and any other cost and expenses incurred in connection with the issuance of the Bonds). “Nominal Amount” means the nominal value of each Bond at any time. The Nominal Amount may be amended pursuant to paragraph (j) of Clause 19.2 (The duties and authority of the Bond Trustee). “Outstanding Bonds” means any Bonds not redeemed, converted or otherwise discharged. “Overdue Amount” means any amount required to be paid by the Issuer under any of the Finance Documents but not made available to the Bondholders on the relevant Payment Date or otherwise not paid on its applicable due date. “Par Value” means, at any time, the par value of the Shares. “Partial Payment” means a payment that is insufficient to discharge all amounts then due and payable under the Finance Documents. “Paying and Conversion Agent” means the legal entity appointed by the Issuer to act as its paying and conversion agent with respect to the Bonds in the CSD. “Payment Date” means any Interest Payment Date or any Repayment Date. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

20 “Prevailing Rate” means, in respect of any pair of currencies on any day, the spot mid-rate of exchange between the relevant currencies prevailing as at 12 noon (London time) on that date (for the purpose of this definition, the “Original Date”) as appearing on or derived from Bloomberg page BFIX (or any successor page) in respect of such pair of currencies, or, if such a rate cannot be so determined, the rate prevailing as at 12 noon (London time) on the immediately preceding day on which such rate can be so determined, provided that if such immediately preceding day falls earlier than the fifth day prior to the Original Date or if such rate cannot be so determined (all as determined in good faith by the Calculation Agent), the Prevailing Rate in respect of the Original Date shall be the rate determined in such other manner as an Independent Adviser shall consider appropriate. “Reference Shares” means, in respect of the exercise of Conversion Rights by a Bondholder, the number Shares (rounded down, if necessary, to the nearest whole number) determined in good faith by the Calculation Agent by dividing the aggregate Nominal Amount of the Bonds which are the subject of the relevant exercise of Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to paragraphs (a), (b), (c), (d), (e), or (i) of Clause 13.1 (Adjustments) but on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then provided the Issuer is able to confer the benefit of the relevant consolidation, reclassification, redesignation or subdivision, Dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Shares to be issued or transferred and delivered to such Bondholder in respect of the relevant exercise of Conversion Rights, the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made. “Relevant Currency” means, at any time, the currency in which the Shares are quoted or dealt in at such time on the Relevant Stock Exchange. “Relevant Jurisdiction” means the country in which the Bonds are issued, being Norway. “Relevant Record Date” means the date on which a Bondholder’s ownership of Bonds shall be recorded in the CSD as follows: (a) in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; or (b) for the purpose of casting a vote with regard to Clause 18 (Bondholders’ Decisions), the date falling on the immediate preceding Business Day to the date of that Bondholders’ decision being made, or another date as accepted by the Bond Trustee. “Relevant Stock Exchange” means: (a) in respect of the Shares, the Oslo Stock Exchange or, if at the relevant time, the Shares are not at that time listed and admitted to trading on the Oslo Stock Exchange, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in; and Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

21 (b) in respect of any Securities (other than Shares), Spin-Off Securities, options, warrants or other rights or assets, the principal stock exchange or securities market on which such Securities, Spin-Off Securities, options, warrants or other rights or assets are then listed, admitted to trading or quoted or dealt in, where “principal stock exchange or securities market” shall mean the stock exchange or securities market on which such Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets are listed, admitted to trading or quoted or dealt in, provided that if such Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets are listed, admitted to trading or quoted or dealt in (as the case may be) on more than one stock exchange or securities market at the relevant time, then “principal stock exchange or securities market” shall mean that stock exchange or securities market on which such Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets are then traded as determined by the Calculation Agent (if the Calculation Agent determines that it is able to make such determination) or (in any other case) by an Independent Adviser by reference to the stock exchange or securities market with the highest average daily trading volume in respect of such Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets. “Repayment Date” means any Cash Settlement Date, any Change of Control Put Date, the Clean-Up Redemption Date, the Default Repayment Date, the Mandatory Redemption Date, the Tax Redemption Date or the Maturity Date. “Representative” shall have the meaning ascribed to such term in Clause 18.2 (Procedure for arranging a Bondholders’ Meeting). “Retroactive Adjustment” shall have the meaning given to it in Clause 13.3 (Retroactive Adjustments). “Rollover Bonds” means the Existing Bonds which shall be used as payment for the Temporary Bonds (in kind). “Securities” means any securities including, without limitation, Shares and other shares in the capital of the Issuer, restricted stock units, or options, warrants or other rights to subscribe for or purchase or acquire Shares or any other shares in the capital of the Issuer. “Securities Trading Act” means the Securities Trading Act of 2007 no. 75 of the Relevant Jurisdiction. “Security” means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. “Settlement Notice” shall have the meaning ascribed to such term in Clause 10.3 (Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions). “Settlement Notice Date” shall have the meaning ascribed to such term in Clause 10.3 (Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions). Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

22 “Settlement Period” means the period commencing on the first Business Day in the Change of Control Period following the occurrence of a Change of Control Event and ending on (and including) the earlier of: (a) the last Business Day of the Change of Control Period; (ii) the last Business Day prior to the day on which the Conversion Right Conditions have been satisfied; and (iii) the Longstop Date. “Settlement Right” shall have the meaning ascribed to such term in Clause 10.3 (Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions). “SGM” means a special general meeting of Shareholders of the Issuer to be held not later than the Longstop Date called for the purpose of seeking approval of the Shareholder Resolution. “Shareholder” means a holder of a Share. “Shareholder Resolution” means the resolution of the Shareholders of the Issuer to approve the increase of the Issuer's authorized share capital to USD 28,000,000 divided into 280,000,000 common shares of USD 0.10 par value each. “Shares” means fully paid common shares of the Issuer listed on the NYSE and with a par value of USD 0.10 each, including such common shares of the Issuer which, pursuant to the terms and conditions of these Bond Terms, shall be issued following any Bondholder’s exercise of its Conversion Right. “Specified Taxes” shall have the meaning ascribed to such term in Clause 12.2 (Procedure for exercise of Conversion Rights). “Spin-Off” means: (a) a distribution of Spin-Off Securities by the Issuer to Shareholders as a class; or (b) any issue, transfer or delivery of any property or assets (including cash or shares or securities of or in or issued or allotted by any entity) by any entity (other than the Issuer) to Shareholders as a class, pursuant in each case to any arrangements with the Issuer or any of its Subsidiaries. “Spin-Off Securities” means equity share capital of an entity other than the Issuer or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Issuer. “Subsidiary” means a company over which another company has Decisive Influence. “Summons” means the call for a Bondholders’ Meeting or a Written Resolution as the case may be. “Tax Redemption Date” means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.6 (Redemption at the option of the Issuer for taxation reasons). “Temporary Bonds” has the meaning ascribed to such term in Clause 2.2 (Temporary Bonds). Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

23 “Volume Weighted Average Price” means, in respect of a Share, Security or, as the case may be, a Spin-Off Security, on any Dealing Day in respect thereof, the volume weighted average price on such Dealing Day on the Relevant Stock Exchange of a Share, Security or, as the case may be, a Spin-Off Security, as published by or derived from Bloomberg page HP (or any successor page) (using the setting “Weighted Average Line” or any other successor setting and using values not adjusted for any event occurring after such Dealing Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page, or any successor or similar setting, switched off) in respect of such Share, Security, or, as the case may be, Spin-Off Security (and for the avoidance of doubt such Bloomberg page for the Shares as at the Issue Date is BORR NO Equity HP) if any or, in any such case, such other source (if any) as shall be determined in good faith to be appropriate by an Independent Adviser on such Dealing Day provided that: (a) if on any such Dealing Day (for the purposes of this definition, the “Original Date”) such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a Share, Security or Spin-Off Security, as the case may be, in respect of such Dealing Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding such Dealing Day on which the same can be so determined, provided however that if such immediately preceding Dealing Day falls prior to the fifth day before the Original Date, the Volume Weighted Average Price in respect of such Dealing Day shall be considered to be not capable of being determined pursuant to this paragraph (a); and (b) if the Volume Weighted Average Price cannot be determined as aforesaid, the Volume Weighted Average Price of a Share, Security or Spin-Off Security, as the case may be, shall be determined as at the Original Date by an Independent Adviser in such manner as it shall determine in good faith to be appropriate, and the Volume Weighted Average Price determined as aforesaid on or as at any such Dealing Day shall, if not in the Relevant Currency, be translated into the Relevant Currency at the Prevailing Rate on such Dealing Day. References to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders other than Shareholders to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant. For the purposes of Clause 12.1 (Conversion Period and Conversion Price), 12.3 (Ranking and entitlement in respect of Shares), 13.1 (Adjustments) and 13.3 (Retroactive Adjustments) only, (i) references to the “issue” of Shares or Shares being “issued” shall include the transfer and/or delivery of Shares, whether newly issued and allotted or previously existing or held by or on behalf of the Issuer or any of its Subsidiaries and (ii) Shares held by or on behalf of the Issuer or any of its Subsidiaries (and which, in the case of paragraphs (d) and (f) of Clause 13.1 (Adjustments), do not rank for the relevant right or other entitlement) shall not be considered as or treated as “in issue” or “issued”, or entitled to receive the relevant Dividend, right or other entitlement. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

24 In making any calculation or determination of Closing Price, Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made in good faith and as the Calculation Agent considers appropriate to reflect any consolidation or sub-division of the Shares or any issue of Shares by way of capitalisation of profits or reserves, or any like or similar event. “Voting Bonds” means the Outstanding Bonds less the Issuer’s Bonds. “Voting Period” shall have the meaning ascribed to such term in Clause 18.5 (Written Resolutions). “Written Resolution” means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 18.5 (Written Resolutions). 1.2 Construction In these Bond Terms, unless the context otherwise requires: (a) headings are for ease of reference only; (b) words denoting the singular number will include the plural and vice versa; (c) references to Clauses are references to the Clauses of these Bond Terms; (d) references to a time are references to Central European Time unless otherwise stated; (e) references to a provision of “law” are a reference to that provision as amended or re- enacted, and to any regulations made by the appropriate authority pursuant to such law; (f) references to a “regulation” includes any regulation, rule, official directive, request or guideline by any official body; (g) references to a “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality; (h) references to Bonds being “redeemed” means that such Bonds are cancelled and discharged in the CSD in a corresponding amount, and that any amounts so redeemed may not be subsequently re-issued under these Bond Terms; (i) references to Bonds being “purchased” or “repurchased” by the Issuer means that such Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer’s purchase of Bonds); (j) references to persons “acting in concert” shall be interpreted pursuant to the relevant provisions of the Securities Trading Act; and (k) an Event of Default is “continuing” if it has not been remedied or waived. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

25 2. THE BONDS 2.1 Amount, denomination and ISIN of the Bonds (a) The Issuer has resolved to issue a series of Bonds in the amount of USD 250,000,000. (b) The Bonds are denominated in US Dollars (USD), being the legal currency of the United States of America. (c) The Initial Nominal Amount of each Bond is USD 200,000. (d) The ISIN of the Bonds is set out on the front page. These Bond Terms apply with identical terms and conditions to (i) all Bonds issued under this ISIN and (ii) any Overdue Amounts issued under one or more separate ISIN in accordance with the regulations of the CSD from time to time. (e) Holders of Overdue Amounts related to interest claims will not have any other rights under these Bond Terms than their claim for payment of such interest claim which claim shall be subject to paragraph (b) of Clause 18.1 (Authority of the Bondholders’ Meeting). 2.2 Temporary Bonds (a) Any bonds issued with temporary ISIN NO0012829730 pursuant to these Bond Terms and settled in kind by delivery of Existing Bonds, shall constitute temporary bonds (the “Temporary Bonds”). (b) The Temporary Bonds will be merged with the Bonds upon satisfaction of the Conversion Right Conditions. The CSD, the Paying and Conversion Agent and the Bond Trustee are authorised to carry out the aforesaid in the best practical way. 2.3 Tenor of the Bonds The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date. 2.4 Use of proceeds The Issuer will use the Net Proceeds from the issuance of the Bonds for refinancing of the Existing Bonds and, following the redemption and cancellation in full of the Existing Bonds, for general corporate purposes of the Group. 2.5 Status of the Bonds The Bonds will constitute direct, unconditional, unsubordinated and unsecured debt obligations of the Issuer. The Bonds will rank pari passu between themselves and at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application). 2.6 Transaction security (a) The Escrow Account Pledge shall be granted in favour of the Bond Trustee on behalf of the Bondholders holding Bonds other than Temporary Bonds and the CSD Account Pledge shall be granted in favour of the Bond Trustee on behalf of the Bondholders holding Temporary Bonds. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

26 (b) Except for the Escrow Account Pledge and the CSD Account Pledge, the Bonds are unsecured. 3. THE BONDHOLDERS 3.1 Bond Terms binding on all Bondholders (a) By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. (b) The Bond Trustee is always acting with binding effect on behalf of all the Bondholders. 3.2 Limitation of rights of action (a) No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures, or take other legal action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including the right to exercise any Bondholder Redemption Option. (b) Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request. 3.3 Bondholders’ rights (a) If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee. (b) A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 (Bondholders’ rights) and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary. 4. ADMISSION TO LISTING OR TRADING The Issuer intends to make an application to have the Bonds admitted to trading on an internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market within 60 days of the Issue Date. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

27 5. REGISTRATION OF THE BONDS 5.1 Registration in the CSD The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD. 5.2 Obligation to ensure correct registration The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation. 5.3 Country of issuance The Bonds have not been issued under any other country’s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction. 6. CONDITIONS FOR DISBURSEMENT 6.1 Conditions precedent for disbursement to the Issuer (a) Payment of the Net Proceeds from the issuance of the Bonds to the Escrow Account and transfer of the Rollover Bonds (delivered as payment in-kind for Temporary Bonds) to the CSD Account shall be conditional on the Bond Trustee having received in due time (as determined by the Bond Trustee) prior to the Issue Date each of the following documents, in form and substance satisfactory to the Bond Trustee: (i) evidence that the Issuer has received or will receive the net proceeds of a new senior secured bond issue with gross proceeds of at least USD 100,000,000; (ii) these Bond Terms duly executed by all parties hereto; (iii) copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents to which it is a party; (iv) a copy of a power of attorney (unless included in the corporate resolutions) from the Issuer to relevant individuals for their execution of the Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of the Issuer; (v) copies of (i) the memorandum of association and bye-laws of the Issuer, (ii) the Certificate of Incorporation or other similar official document of the Issuer, and (iii) a Certificate of Compliance from the Registrar of Companies in Bermuda in relation to the Issuer; (vi) the Escrow Account Pledge and the CSD Account Pledge duly executed by all parties thereto and perfected in accordance with applicable law; (vii) copies of the Issuer’s latest Financial Reports (if any); Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

28 (viii) confirmation that the applicable prospectus requirements (ref the EU prospectus regulation (2017/1129 EC)) concerning the issuance of the Bonds have been fulfilled; (ix) confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for the Bonds); (x) confirmation of acceptance from any process agent; (xi) copies of any written documentation used in marketing the Bonds or made public by the Issuer or the Manager in connection with the issuance of the Bonds; (xii) the Bond Trustee Fee Agreement duly executed by the parties thereto; and (xiii) legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of these Bond Terms and the Finance Documents). (b) The Net Proceeds from the issuance of the Bonds (on the Escrow Account) will not be disbursed to the Issuer and the Rollover Bonds will not be discharged unless the Bond Trustee has received or is satisfied that it will receive in due time (as determined by the Bond Trustee) prior to such disbursement to the Issuer each of the following documents, in form and substance satisfactory to the Bond Trustee: (i) a duly executed release notice from the Issuer, as set out in Attachment 2; and (ii) evidence that the Conversion Right Conditions have been satisfied. (c) The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.1 (Conditions precedent for disbursement to the Issuer), waive the requirements for documentation or decide that delivery of certain documents shall be made subject to an agreed closing procedure between the Bond Trustee and the Issuer. 6.2 Distribution Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond Trustee’s confirmation to the Paying and Conversion Agent that the conditions in Clause 6.1 (Conditions precedent for disbursement to the Issuer) have been either satisfied in the Bond Trustee’s discretion or waived by the Bond Trustee pursuant to paragraph (b) of Clause 6.1 (Conditions precedent for disbursement to the Issuer) above. 7. REPRESENTATIONS AND WARRANTIES The Issuer makes the representations and warranties set out in this Clause 7 (Representations and warranties) in respect of itself to the Bond Trustee (on behalf of the Bondholders) at the following times and with reference to the facts and circumstances then existing: (a) on the date of these Bond Terms; and (b) on the Issue Date. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

29 7.1 Status It is an exempted company, duly incorporated and validly existing and registered under the laws of its jurisdiction of incorporation, and has the power to own its assets and carry on its business as it is being conducted. 7.2 Power and authority It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents. 7.3 Valid, binding and enforceable obligations These Bond Terms and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, and (save as provided for therein) no further registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against it. 7.4 Non-conflict with other obligations The entry into and performance by it of these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with (i) any law or regulation or judicial or official order; (ii) its constitutional documents; or (iii) any agreement or instrument which is binding upon it or any of its assets. 7.5 No Event of Default (a) No Event of Default exists or is likely to result from the making of any disbursement of proceeds or the entry into, the performance of, or any transaction contemplated by, any Finance Document. (b) No other event or circumstance has occurred which constitutes (or with the expiry of any grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is likely to have a Material Adverse Effect. 7.6 Authorisations and consents Subject to the Shareholder Resolution being duly passed at the SGM, all authorisations, consents, approvals, resolutions, licences, exemptions, filings, notarisations or registrations required: (a) to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and (b) to carry on its business as presently conducted and as contemplated by these Bond Terms, have been obtained or effected and are in full force and effect. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

30 7.7 Litigation No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries. 7.8 Financial Reports Its most recent Financial Reports fairly and accurately represent the assets and liabilities and financial condition as at their respective dates, and have been prepared in accordance with GAAP, consistently applied. 7.9 No Material Adverse Effect Since the date of the most recent Financial Reports, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect. 7.10 No misleading information Any factual information provided by it to the Bondholders or the Bond Trustee for the purposes of the issuance of the Bonds was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated. 7.11 No withholdings The Issuer is not required to make any deduction or withholding from any payment which it may become obliged to make to the Bond Trustee or the Bondholders under the Finance Documents. 7.12 Pari passu ranking Its payment obligations under these Bond Terms or any other Finance Document to which it is a party ranks as set out in Clause 2.5 (Status of the Bonds). 7.13 Security No Security exists over any of the present assets of any Group Company in conflict with these Bond Terms. 7.14 Share Conversion Subject to the Shareholder Resolution being duly passed at the SGM, the Issuer will, during the Conversion Period, have the authority to issue and allot, free from pre-emption rights and at the Conversion Price, sufficient Shares to enable the Conversion Rights to be satisfied in full at the Conversion Price. 8. PAYMENTS IN RESPECT OF THE BONDS 8.1 Covenant to pay (a) The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying and Conversion Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying and Conversion Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

31 (b) All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD at the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD. (c) Payment constituting good discharge of the Issuer’s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question. (d) If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open (and Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the Payment Date (or a date for other payments as aforesaid) not being a day on which the relevant CSD settlement system and the relevant currency settlement system for the Bonds are open), unless any provision to the contrary has been set out for such payment in the relevant Finance Document. 8.2 Default interest (a) Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus 3 percentage points per annum. (b) Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full. 8.3 Partial Payments (a) If the Paying and Conversion Agent or the Bond Trustee receives a Partial Payment, such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority: (i) firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee; (ii) secondly, towards accrued interest due but unpaid; and (iii) thirdly, towards any other outstanding amounts due but unpaid under the Finance Documents. (b) Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

32 and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii) secondly, towards accrued interest due but unpaid, in the following situations; (i) if the Bond Trustee has served a Default Notice in accordance with Clause 17.2 (Acceleration of the Bonds); or (ii) if a resolution according to Clause 18 (Bondholders’ decisions) has been made. 8.4 Taxation (a) The Issuer is responsible for withholding any withholding tax imposed by applicable law on any payments to be made by it in relation to the Finance Documents. (b) The Issuer shall, if any tax is withheld in respect of the Bonds under the Finance Documents: (i) gross up the amount of the payment due from it up to such amount which is necessary to ensure that the Bondholders or the Bond Trustee, as the case may be, receive a net amount which is (after making the required withholding) equal to the payment which would have been received if no withholding had been required; and (ii) at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made. (c) Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees. (d) The Bond Trustee shall not have any responsibility to obtain information about the Bondholders relevant for the tax obligations pursuant to these Bond Terms. 8.5 Currency (a) All amounts payable under the Finance Documents shall be payable in the Bond Currency. If, however, the Bond Currency differs from the currency of the bank account connected to the Bondholder’s account in the CSD, any cash settlement may be exchanged and credited to this bank account. (b) Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder’s account in the CSD must be provided by the relevant Bondholder to the Paying and Conversion Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder’s bank and the Paying and Conversion Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

33 8.6 Set-off and counterclaims The Issuer may not apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document. 9. INTEREST 9.1 Calculation of interest (a) Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period. (b) Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each (30/360-days basis), unless: (i) the last day in the relevant Interest Period is the 31st calendar day but the first day of that Interest Period is a day other than the 30th or the 31st day of a month, in which case the month that includes that last day shall not be shortened to a 30– day month; or (ii) the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month. 9.2 Payment of interest Interest shall fall due (i) on each Interest Payment Date for the corresponding preceding Interest Period and (ii) on each Repayment Date (other than a Cash Settlement Date, in respect of which the provisions of paragraph (b) of Clause 10.3 (Redemption at the option of a Bondholder due to a Settlement Right Event prior to satisfaction of the Conversion Right Conditions) shall apply), with respect to unpaid interest accrued up to such Repayment Date on the principal amount then due and payable. 10. REDEMPTION AND REPURCHASE OF BONDS 10.1 Redemption of Bonds The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount. 10.2 Redemption/conversion at the option of a Bondholder due to a Change of Control Event (a) Upon the occurrence of a Change of Control Event, each Bondholder shall at any time during the Change of Control Period be entitled, at its option, either to: (i) require that the Issuer redeems all or some of the Bonds held by that Bondholder at their Nominal Amount (a “Bondholder Redemption Option”) on the Change of Control Put Date; or (ii) exercise Conversion Rights in respect of all or some of the Bonds held by that Bondholder at the “Change of Control Conversion Price”, which shall be calculated by the Calculation Agent as set out below (subject to the Shareholder Resolution being duly passed at the SGM), and it being understood that no adjustment (pursuant to Clause 12 (Conversion Terms) or Clause 13 (Adjustment of the Conversion Price) or otherwise) to the Conversion Price will be made in Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

34 respect of such Change of Control Event other than pursuant to this Clause 10.2 and that the Conversion Price so adjusted shall be applicable solely to any such exercise of the Conversion Right during the Change of Control Period: CoCCP = CP 1 + �IP × c t� where: (A) CoCCP is the Change of Control Conversion Price (rounded down to the nearest whole multiple of USD0.0001); (B) CP is the Conversion Price in effect on the relevant Conversion Date provided that for the purpose of this definition only, if in accordance with paragraph (a) of Clause 13.6 (Rounding down and notice of adjustment to the Conversion Price) any adjustment was not required to be made to the Conversion Price and/or the Conversion Price was rounded down in respect of an adjustment pursuant to such paragraph (a) of Clause 13.6 (Rounding down and notice of adjustment to the Conversion Price), the Conversion Price in effect on the relevant Conversion Date shall be the Conversion Price that would have been in effect at such time if such adjustment which was not made had actually been made at the relevant time and/or, as the case may be, if such rounding down had not been made; (C) IP means 32.50 per cent.; (D) c is the number of calendar days from (and including) the date the Change of Control Event occurs to (but excluding) the Maturity Date; and (E) t is the number of calendar days from (and including) the Issue Date to (but excluding) the Maturity Date, provided that if, but for the operation of this proviso, the Change of Control Conversion Price so calculated shall be less than the Par Value, the Change of Control Conversion Price shall be instead equal to such Par Value and the Issuer undertakes that it shall not take any action, and shall ensure that no action is taken, that would otherwise result in the Change of Control Conversion Price to be equal to any amount which is below such Par Value. (b) Upon the occurrence of a Change of Control Event, where a Conversion Date falls within the Change of Control Period, the Conversion Price for the purpose of such exercise shall be the Change of Control Conversion Price. (c) For the avoidance of doubt, the aforesaid is an option exercisable at the sole discretion of each Bondholder, and each Bondholder may elect not to exercise such option and to continue to hold its Bonds. (d) The Bondholders’ rights in accordance with paragraph (a) of this Clause 10.2 will not fall away due to subsequent events related to the Issuer. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

35 10.3 Redemption at the option of a Bondholder due to a Change of Control Event prior to satisfaction of the Conversion Right Conditions (a) If a Change of Control Event occurs at a time when the Conversion Right Conditions have not yet been satisfied, then each Bondholder shall have the right, during the Settlement Period, to require the Issuer to redeem all or some of its Bonds in cash at the relevant Cash Settlement Amount (the “Settlement Right”). (b) The provisions of Clause 12.4 (Interest on conversion) shall apply mutatis mutandis in respect of an exercise of Settlement Rights, save that for the purpose of this paragraph (b) references therein to “Conversion Rights” shall be construed as references to Settlement Rights, and “Conversion Date” shall be construed as references to Settlement Notice Date. (c) Upon the occurrence of a Change of Control Event, if the Settlement Notice Date in respect of any exercise of Settlement Rights falls during the Change of Control Period, the provisions of paragraphs (a)(ii) and (b) of Clause 10.2 (Redemption/conversion at the option of a Bondholder due to a Change of Control Event) shall apply mutatis mutandis to any such exercise of Settlement Rights (save that for the purpose of this paragraph (c) references therein to “Conversion Rights” shall be construed as references to Settlement Rights, and “Conversion Date” shall be construed as references to Settlement Notice Date, and disregarding the words “(subject to the Shareholder Resolution being duly passed at the SGM)”), such that the number of Cash Settled Shares shall be determined based on the Change of Control Conversion Price in effect on the relevant Settlement Notice Date. (d) Settlement Rights may be exercised by a Bondholder (via its account manager) during the Settlement Period by delivering the relevant Bond to the Paying and Conversion Agent, during its usual business hours, through the CSD, accompanied by a notice of exercise of the Settlement Right (a “Settlement Notice”) acceptable to the Paying and Conversion Agent. If such delivery is made on a day which is not a Business Day or after the relevant cut-off time (as specified by the Paying and Conversion Agent) on a Business Day, such delivery shall be deemed for purposes of these Bond Terms to have been on the next Business Day following such delivery day. (e) Any determination as to whether any Settlement Notice has been duly completed and properly delivered shall be made by the Paying and Conversion Agent and shall, save in the case of manifest error, be conclusive and binding on the Issuer, the Bond Trustee, the Calculation Agent and the relevant Bondholder. (f) Settlement Rights may only be exercised in respect of the whole of a Bond. (g) A Settlement Notice, once delivered, shall be irrevocable. (h) The deemed date of exercise of the Settlement Right in respect of a Bond (the “Settlement Notice Date”) shall be the Business Day immediately following the date of the delivery (or deemed delivery) of the relevant Bond and the Settlement Notice as provided in this Clause 10.3. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

36 (i) Settlement Rights may not be exercised (i) following the giving of notice by the Bond Trustee pursuant to Clause 17.2 (Acceleration of Bonds) or (ii) in respect of a Bond which the relevant Bondholder has exercised its right to require the Issuer to redeem pursuant to the terms set forth in these Bond Terms. (j) The Issuer shall pay the Cash Settlement Amount, or procure that the Cash Settlement Amount is paid, on or prior to the date falling 30 Business Days after the Settlement Notice Date (the day on which such payment is actually made as aforesaid, the “Cash Settlement Date”). (k) The Issuer may apply any amount standing to the credit of the Escrow Account for payment of the Cash Settlement Amount. 10.4 Redemption upon a Mandatory Redemption Event (a) Upon the occurrence of a Mandatory Redemption Event, the Issuer shall give notice to the Bondholders (the “Mandatory Redemption Event Notice”) that it will redeem all but not some only of the Bonds on the Mandatory Redemption Date, at the greater of (x) 102% of the Nominal Amount of the Bonds and (y) 102% of the Fair Bond Value of the Bonds, whereupon the Bonds will be redeemed, in each case plus accrued interest to (but excluding) the Mandatory Redemption Date. (b) A Mandatory Redemption Event Notice (if any) must be given on any Business Day from (and) including the Longstop Date and no later than the Mandatory Redemption Event Notice Deadline. (c) Upon a Mandatory Redemption Event, each Bondholder that has delivered Rollover Bonds as physical settlement upon issue of Temporary Bonds will receive a corresponding number of Rollover Bonds together with an additional cash amount for each Rollover Bond equal to the difference between the redemption amount set out in paragraph (a) above less the Nominal Amount. (d) The Issuer may apply any amount standing to the credit of the Escrow Account for redemption of Bonds on the Mandatory Redemption Date. 10.5 Redemption at the option of the Issuer due to low aggregate Nominal Amount outstanding – Clean-up call (a) The Issuer may at any time, provided that less than 10 per cent. of the aggregate Nominal Amount of the Bonds issued on the Issue Date remain outstanding, redeem all, but not only some, of the Outstanding Bonds at the Clean-up Redemption Date at a price per Bond equal to the Nominal Amount. (b) Exercise of the Issuer’s Redemption Option shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders not more than 60 nor less than 30 calendar days before the Clean-up Redemption Date. Such notice sent by the Issuer shall specify the Clean-up Redemption Date. 10.6 Redemption at the option of the Issuer for taxation reasons (a) If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in, or amendment to, applicable laws or regulations implemented after the date of these Bond Terms, the Issuer will have the right to redeem Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

37 all, but not only some, of the Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Redemption Date, provided that no such notice shall be given earlier than 40 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due. (b) A Bondholder may, by written notice to the Issuer at any time from receipt of written notice from the Issuer in accordance with paragraph (a) above to and including the day falling ten (10) Business Days prior to the Tax Redemption Date, elect that its Bonds shall not be redeemed and that the provisions of paragraph (a) of Clause 8.4 (Taxation) requiring the Issuer to pay additional amounts shall not apply in respect of any payment of interest to be made on such Bonds which falls due after the relevant Tax Redemption Date, whereupon no additional amounts shall be payable in respect thereof pursuant to paragraph (a) of Clause 8.4 (Taxation) and payment of all amounts under the Finance Documents shall be made subject to the deduction or withholding of any Bermudan taxation required to be withheld or deducted. 11. PURCHASE AND TRANSFER OF BONDS 11.1 Issuer’s purchase of Bonds The Issuer and its Subsidiaries may purchase or repurchase and hold Bonds and such Bonds may be retained, sold or cancelled at the Issuer’s discretion, including with respect to Bonds purchased pursuant to Clause 10.2 (Redemption at the option of a Bondholder due to a Change of Control Event). 11.2 Restrictions (a) Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible to ensure compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense. (b) A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to these Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder. 12. CONVERSION TERMS 12.1 Conversion Period and Conversion Price (a) Subject to the Shareholder Resolution being duly passed at the SGM and as provided in these Bond Terms, each Bond (unless previously converted, redeemed or purchased and cancelled) shall entitle the holder to convert such Bond into new and/or existing Shares as determined by the Issuer, credited as fully paid (a “Conversion Right”). (b) The Conversion Right cannot be separated from the Bond. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

38 (c) The number of Shares to be issued or transferred and delivered on exercise of a Conversion Right shall be equal to the Reference Shares in respect of such exercise. (d) The Issuer will procure that Shares to be issued or transferred and delivered on exercise of Conversion Rights will be issued or transferred and delivered to the relevant Bondholder or his nominee as specified in the relevant Conversion Notice in accordance with the provisions of Clause 12.2 (Procedure for exercise of Conversion Rights). (e) The initial Conversion Price is USD 7.3471 per Share. The Conversion Price is subject to adjustment in the circumstances described in Clause 13 (Adjustment of the Conversion Price). The expression “Conversion Price” shall be construed accordingly. (f) Subject to and as provided in these Bond Terms, the Conversion Right in respect of a Bond may be exercised, at the option of the holder thereof, at any time subject to any applicable fiscal or other laws or regulations and as hereinafter provided during the Conversion Period or, if such Bond is to be redeemed pursuant to Clause 10.5 (Redemption at the Option of the Issuer due to low aggregate Nominal Amount outstanding - Clean-up call) or 10.6 (Redemption at the option of the Issuer for taxation reasons) prior to the Maturity Date, then to (and including) the date falling 10 Business Days prior to the date fixed for redemption thereof pursuant to Clause 10.5 (Redemption at the Option of the Issuer due to low aggregate Nominal Amount outstanding – Clean-up call) or 10.6 (Redemption at the Option of the Issuer for taxation reasons), unless there shall be a default in making payment in respect of such Bond on any such date fixed for redemption, in which event the Conversion Right shall extend to (and including) the date on which the full amount of such payment becomes available for payment and notice of such availability has been given to Bondholders or, if earlier, the Maturity Date or, if the Maturity Date is not a Business Day, the immediately preceding Business Day. (g) Conversion Rights may not be exercised (i) following the giving of a Default Notice by the Bond Trustee pursuant to Clause 17 (Events of Default and acceleration of the Bonds) or (ii) in respect of a Bond in respect of which the relevant Bondholder has exercised its right to require the Issuer to redeem that Bond pursuant to Clause 10.2 (Redemption/Conversion at the Option of a Bondholder due to a Change of Control Event). (h) Save in the circumstances described in Clause 12.4 (Interest on conversion) in respect of any notice given by the Issuer pursuant to Clause 10.5 (Redemption at the Option of the Issuer due to low aggregate Nominal Amount outstanding - Clean-up call) or 10.6 (Redemption at the Option of the Issuer for taxation reasons), Conversion Rights may not be exercised by a Bondholder in circumstances where the relevant Conversion Date would fall during the period commencing on the record date in respect of any payment of interest on the Bonds and ending on the relevant Interest Payment Date (both days inclusive). (i) Fractions of Shares will not be issued or transferred and delivered on exercise of Conversion Rights or pursuant to Clause 13.3 (Retroactive Adjustments) and no cash payment or other adjustment will be made in lieu thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

39 be issued or transferred and delivered on conversion or pursuant to Clause 13.3 (Retroactive Adjustments) are to be registered in the same name, the number of such Shares to be issued or transferred and delivered in respect thereof shall, pursuant and subject to the definition of “Reference Shares”, be calculated by the Calculation Agent on the basis of the aggregate Nominal Amount of such Bonds being so converted and rounded down to the nearest whole number of Shares. (j) The Issuer will procure that Shares to be issued or transferred and delivered on exercise of Conversion Rights will be issued or transferred and delivered to the holder of the Bonds completing the relevant Conversion Notice or his nominee. Such Shares will be deemed to be issued or transferred and delivered as of the relevant Conversion Date. Any Additional Shares to be issued or transferred and delivered pursuant to Clause 13.3 (Retroactive Adjustments) will be deemed to be issued or transferred and delivered as of the relevant Reference Date. 12.2 Procedure for exercise of Conversion Rights (a) Conversion Rights may be exercised by a Bondholder (via its account manager) during the Conversion Period by delivering the relevant Bond to the Paying and Conversion Agent, during its usual business hours, through the CSD, accompanied by a notice of exercise of the Conversion Right (a “Conversion Notice”) acceptable to the Paying and Conversion Agent. Conversion Rights shall be exercised subject in each case to (i) any applicable fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Paying and Conversion Agent to whom the relevant Conversion Notice is delivered is located, and (ii) in accordance with a procedure to be further agreed (in each case) between the account manager (on behalf of the converting Bondholder) and the Paying and Conversion Agent. (b) If such delivery is made on a day which is not a Business Day or after the relevant cut- off time (as specified by the Paying and Conversion Agent) on a Business Day, such delivery shall be deemed for all purposes of these Bond Terms to have been made on the next following such Business Day. (c) Any determination as to whether any Conversion Notice has been duly completed and properly delivered shall be made by the Paying and Conversion Agent and shall, save in the case of manifest error, be conclusive and binding on the Issuer, the Bond Trustee, the Calculation Agent and the relevant Bondholder. (d) Conversion Rights may only be exercised in respect of the whole of a Bond. (e) A Conversion Notice, once delivered, shall be irrevocable. (f) The deemed date of exercise of the Conversion Right in respect of a Bond (the “Conversion Date”) shall be the Business Day immediately following the date of the delivery (or deemed delivery) of the relevant Bond and the Conversion Notice as provided in this Clause 12.2. (g) The Issuer shall pay all capital, stamp, issue and registration and transfer taxes and duties payable in Norway, or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject, in respect of the issue Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

40 or transfer and delivery of any Shares in respect of such exercise (including any Additional Shares) (“Specified Taxes”). If the Issuer shall fail to pay any Specified Taxes, the relevant holder shall be entitled to tender and pay the same and the Issuer as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any penalties payable in respect thereof. (h) Neither the Bond Trustee nor any Paying and Conversion Agent shall be responsible for determining whether any Specified Taxes or Bondholder Taxes are payable or the amount thereof and shall not be responsible or liable for any failure by the Issuer to pay such Specified Taxes or by a Bondholder to pay such Bondholder taxes. (i) A Bondholder exercising Conversion Rights must pay directly to the relevant authorities any capital, stamp, issue, registration and transfer taxes and duties arising on the exercise of Conversion Rights (other than any Specified Taxes). A Bondholder must also pay all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Bond or interest therein in connection with the exercise of Conversion Rights by it. Any such capital, stamp, issue, registration, transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. (j) The Issuer shall (if relevant via the Paying and Conversion Agent) on or prior to the date falling 10 Business Days after a Conversion Date (i) carry the conversion into effect by, at its own discretion, issuing the relevant number of new Shares or transferring existing Shares to the converting Bondholder or his nominee, (ii) ensure the due registration of such Shares in the electronic securities depository at which the Shares are registered and transferred to the account or custodian of the converting Bondholder; and (iii) ensure the listing of such Shares on the Relevant Stock Exchange and any other stock exchange on which the Shares may then be listed or quoted or dealt in (and shall deliver any such documents and do any acts necessary in relation thereto), but this obligation to list such Shares shall not be considered as being breached as a result of a Change of Control Event (whether or not recommended or approved by the board of directors of the Issuer) that causes or gives rise to, whether following the operation of any applicable compulsory acquisition provision or otherwise including at the request of the person or persons controlling the Issuer as a result of the Change of Control Event, a de-listing of the Shares, and (iii) ensure that the Bonds so converted to Shares shall be written down. Upon the issuance or transfer of the Shares on conversion of any Bonds in accordance with the terms of these Bond Terms, the Issuer shall have no further liability in respect of such Bonds. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

41 12.3 Ranking and entitlement in respect of Shares Shares (including any Additional Shares) issued or transferred and delivered on exercise of Conversion Rights will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the relevant Conversion Date or, in the case of Additional Shares, on the relevant Reference Date, and the relevant holder shall be entitled to all rights, distribution or payments the record date or other due date for the establishment of entitlement for which falls on or after the relevant Conversion Date, or as the case may be, the relevant Reference Date, except in any such case for any right excluded by mandatory provisions of applicable law or as otherwise may be provided in these Bond Terms. Such Shares or, as the case may be, Additional Shares will not rank for (or, as the case may be, the relevant holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the relevant Conversion Date or, as the case may be, the relevant Reference Date. 12.4 Interest on conversion (a) Save as provided below, no payment or adjustment shall be made on exercise of Conversion Rights for any interest which otherwise would have accrued on the relevant Bonds since the last Interest Payment Date preceding the Conversion Date relating to such Bonds (or, if such Conversion Date falls before the first Interest Payment Date, since the Issue Date). (b) If any notice requiring the redemption of the Bonds is given pursuant to Clause 10.5 (Redemption at the option of the Issuer due to low aggregate Nominal Amount outstanding - Clean-up call) or 10.6 (Redemption at the Option of the Issuer for taxation reasons) on or after the fifteenth Business Day prior to a record date or other due date for establishment of entitlement which has occurred since the last Interest Payment Date (or in the case of the first Interest Period, since the Issue Date) in respect of any Dividend or distribution payable in respect of the Shares where such notice specifies a date for redemption falling on or prior to the date which is 14 Dealing Days after the Interest Payment Date next following such record date or other due date for establishment of entitlement, interest shall accrue at the rate provided in Clause 9 (Interest) on Bonds in respect of which Conversion Rights shall have been exercised and in respect of which the Conversion Date falls after such record date or other due date for establishment of entitlement and on or prior to the Interest Payment Date next following such record date in respect of such Dividend or distribution, in each case from and including the preceding Interest Payment Date (or, if such Conversion Date falls before the first Interest Payment Date, from the Issue Date) to but excluding such Conversion Date. (c) The Issuer shall pay any such interest by not later than 14 days after the relevant Conversion Date by transfer to a USD account in accordance with instructions given by the relevant Bondholder in the relevant Conversion Notice. 12.5 Purchase or Redemption of Shares The Issuer or any Subsidiary of the Issuer may exercise such rights as they may from time to time enjoy to purchase or redeem or buy back any shares of the Issuer (including Shares) or any depositary or other receipts or certificates representing the same without the consent of the Bondholders. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

42 12.6 No Duty to Monitor Neither the Bond Trustee, the Calculation Agent nor any Paying and Conversion Agent shall be under any duty to monitor whether any event or circumstance has happened or exists or may happen or exist and which requires or may require an adjustment to be made to the Conversion Price or be responsible or liable to any person for any loss arising from any failure by any of them to do so, nor shall the Bond Trustee, the Calculation Agent, or any Paying and Conversion Agent be responsible or liable to any person (other than in the case of the Calculation Agent, to the Issuer strictly in accordance with the relevant provisions of the Calculation Agency Agreement) for any determination of whether or not an adjustment to the Conversion Price is required or should be made nor as to the determination or calculation of any such adjustment. 12.7 Cash Settlement Election (a) Upon exercise of Conversion Rights the Issuer may, in its sole discretion, make an election (a “Cash Settlement Election”) by giving notice (a “Cash Settlement Election Notice”) to the relevant Bondholder by not later than the Cash Settlement Election Date to the address (or, if an email address is provided in the relevant Conversion Notice, that email address) specified for that purpose in the relevant Conversion Notice (with a copy to the Paying and Conversion Agent) to satisfy the exercise of the Conversion Right in respect of the relevant Bonds by (i) where the Cash Settled Shares are less than the Reference Shares in respect of the relevant exercise of Conversion Rights, delivering such number of Shares (if any) as is equal to the Reference Shares minus the Cash Settled Shares and (ii) making payment or procuring payment on its behalf of the Cash Settlement Amount to the relevant Bondholder, together with any other amount payable by the Issuer to such Bondholder pursuant to these Bond Terms in respect of or relating to the relevant exercise of Conversion Rights. (b) A Cash Settlement Election Notice shall specify: (i) the Conversion Price in effect on the relevant Conversion Date and the number of Reference Shares in respect of such exercise of Conversion Rights; (ii) the number of Cash Settled Shares in respect of the relevant exercise of Conversion Rights, and by reference to which the Cash Settlement Amount is to be calculated; and (iii) if the number of Cash Settled Shares is less than the number of Reference Shares in respect of the relevant exercise of Conversion Rights, the number of Shares to be issued by the Issuer to the relevant Bondholder in respect of such exercise. (c) A Cash Settlement Election shall be irrevocable. (d) The Issuer shall pay the Cash Settlement Amount, or procure that the Cash Settlement Amount is paid, together with any other amount as aforesaid by not later than the fifth Business Day following the end of the Cash Settlement Calculation Period by transfer to a USD account of the payee in accordance with instructions contained in the relevant Conversion Notice. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

43 13. ADJUSTMENT OF THE CONVERSION PRICE 13.1 Adjustments Upon the occurrence of any of the events described below, the Conversion Price shall, subject to applicable law (as determined by the Issuer), be adjusted by the Calculation Agent as follows: (a) Consolidation, reclassification, redesignation or subdivision If and whenever there shall be a consolidation, reclassification, redesignation or subdivision affecting the number of Shares in issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: B A where: A is the aggregate number of Shares in issue immediately before such consolidation, reclassification, redesignation or subdivision, as the case may be; and B is the aggregate number of Shares in issue immediately after, and as a result of, such consolidation, reclassification, redesignation or subdivision, as the case may be. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (a), the date on which the consolidation, reclassification, redesignation or sub-division, as the case may be, takes effect. (b) Capitalisation of profits or reserves If and whenever the Issuer shall issue any Shares credited as fully paid to Shareholders by way of capitalisation of profits or reserves, including any share premium account or capital redemption reserve (other than an issue of Shares constituting a cash Dividend pursuant to paragraph (a) of the definition of “Dividend”) the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: B A where: A is the aggregate number of Shares in issue immediately before such issue; and Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

44 B is the aggregate number of Shares in issue immediately after such issue. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (b), the date of issue of such Shares. (c) Dividends If and whenever the Issuer shall declare, announce, make or pay any Dividend to Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: A BA− where: A is the Current Market Price of one Share on the Ex-Date in respect of such Dividend; and B is the portion of the Fair Market Value of the aggregate Dividend attributable to one Share, with such portion being determined by dividing the Fair Market Value of the aggregate Dividend by the number of Shares entitled to receive the relevant Dividend (or, in the case of a purchase, redemption or buy back of Shares or any depositary or other receipts or certificates representing Shares by or on behalf of the Issuer or any Subsidiary of the Issuer, by the number of Shares in issue immediately following such purchase, redemption or buy back, and treating as not being in issue any Shares, or any Shares represented by depositary or other receipts or certificates, purchased, redeemed or bought back). Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (c), the later of (i) the Ex-Date in respect of such Dividend and (ii) the first date upon which the Fair Market Value of the relevant Dividend is capable of being determined as provided herein. For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (a) of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined as at the Ex-Date relating in respect of relevant Dividend. (d) Rights issues If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall issue any Shares to Shareholders as a class by way of rights, or shall issue or grant to Shareholders as a class by way of rights, any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, or any Securities which by their terms of issue carry (directly or indirectly) rights of Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

45 conversion into, or exchange or subscription for, or the right to otherwise acquire, any Shares (or shall grant any such rights in respect of existing Securities so issued), in each case at a consideration receivable per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) which is less than 95 per cent. of the Current Market Price per Share on the Ex-Date in respect of the relevant issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: CA BA + + where: A is the number of Shares in issue on such Ex-Date; B is the number of Shares which the aggregate consideration (if any) receivable for the Shares issued by way of rights, or for the Securities issued by way of rights and upon exercise of rights of conversion into, or exchange or subscription for, or the right to otherwise acquire, Shares, or for the options or warrants or other rights issued by way of rights and for the total number of Shares deliverable on the exercise thereof, would purchase at such Current Market Price per Share; and C is the number of Shares to be issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase or other rights of acquisition in respect thereof at the initial conversion, exchange, subscription, purchase or acquisition price or rate, provided that if on such Ex-Date such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this paragraph (d), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at such Ex-Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on such Ex-Date. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (d), the later of (i) the Ex-Date in respect of the relevant issue or grant and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (d). (e) Issue of Securities to Shareholders If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall (other than in the circumstances the subject of Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

46 paragraph (d) and other than where such issue is determined to constitute a cash Dividend pursuant to paragraph (a) of the definition “Dividend”), issue any Securities to Shareholders as a class by way of rights or grant to Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: A BA− where: A is the Current Market Price of one Share on the Ex-Date in respect of the relevant issue or grant; and B is the Fair Market Value on such Ex-Date of the portion of the rights attributable to one Share. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (e), the later of (i) the Ex-Date in respect of the relevant issue or grant and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (e) (f) Issue of Shares at less than 95 per cent. of the Current Market Price If and whenever the Issuer shall issue (otherwise than as mentioned in paragraph (d) above) wholly for cash or for no consideration any Shares (other than Shares issued on conversion of the Bonds or on the exercise of any rights of conversion into, or exchange or subscription for or purchase of, or rights to otherwise acquire, Shares and other than any issue of Shares constituting a cash Dividend pursuant to paragraph (a) of the definition of “Dividend”) or if and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall issue or grant (otherwise than as mentioned in paragraph (d) above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares (other than the Bonds), in each case at consideration receivable per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) which is less than 95 per cent. of the Current Market Price per Share on the date of first public announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: CA BA + + where: Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

47 A is the number of Shares in issue immediately before the date of first public announcement of the terms of such issue of Shares or issue or grant of options, warrants or other rights as provided above; B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and C is the number of Shares to be issued pursuant to such issue of such Shares or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights; provided that if on the date of first public announcement of the terms of such issue or grant (as used in this paragraph (f), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this paragraph (f), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase, acquisition had taken place on the Specified Date. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (f), the later of (i) the date of issue of such Shares or, as the case may be, the issue or grant of such options, warrants or rights and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (f). (g) Other issues If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall (otherwise than as mentioned in paragraphs (d), (e) or (f) above) issue wholly for cash or for no consideration any Securities (other than where such issue of Securities is determined to constitute a cash Dividend pursuant to paragraph (a) of the definition of “Dividend”) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, purchase of, or rights to otherwise acquire, Shares (or shall grant any such rights in respect of existing Securities so issued) or Securities which by their terms might be reclassified or redesignated as Shares, in each case the consideration per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) receivable upon conversion, exchange, subscription, purchase, acquisition, reclassification or redesignation is less than 95 per cent. of the Current Market Price per Share on the date of first public announcement of the terms of the issue of such Securities (or the terms of such grant), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

48 CA BA + + where: A is the number of Shares in issue immediately before the date of first public announcement of the terms of the issue of such Securities (or the terms of such grant); B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to such Securities or, as the case may be, for the Shares to be issued or to arise from any such reclassification or redesignation would purchase at such Current Market Price per Share; and C is the maximum number of Shares to be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such right of subscription, purchase or acquisition attached thereto at the initial conversion, exchange, subscription, purchase or acquisition price or rate or, as the case may be, the maximum number of Shares which may be issued or arise from any such reclassification or redesignation, provided that if on the date of first public announcement of the terms of the issue of such Securities (or the terms of such grant) (as used in this paragraph (g), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or, as the case may be, such Securities are reclassified or redesignated or at such other time as may be provided), then for the purposes of this paragraph (g), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition, reclassification or, as the case may be, redesignation had taken place on the Specified Date. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (g), the later of (i) the date of issue of such Securities or, as the case may be, the grant of such rights and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (g). (h) Modification of rights If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any Securities (other than the Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

49 exchange or subscription for, or the right to otherwise acquire, any Shares (other than in accordance with the terms (including terms as to adjustment) applicable to such Securities upon issue) so that following such modification the consideration per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) receivable upon conversion, exchange, subscription, purchase or acquisition has been reduced and is less than 95 per cent. of the Current Market Price per Share on the date of first public announcement of the terms for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: CA BA + + where: A is the number of Shares in issue immediately before the date of first public announcement of the terms for such modification; B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to the Securities so modified would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange, subscription, purchase or acquisition price or rate of such Securities; and C is the maximum number of Shares which may be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as the Calculation Agent shall consider appropriate for any previous adjustment under this paragraph (h) or paragraph (g) above; provided that if on the date of first public announcement of the terms of such modification (as used in this paragraph (h), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or at such other time as may be provided), then for the purposes of this paragraph (h), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date. Such adjustment shall become effective on the Effective Date. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

50 “Effective Date” means, in respect of this paragraph (h), the later of (i) the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to such Securities and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (h). (i) Certain arrangements If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall offer any Shares or Securities in connection with which Shareholders as a class are entitled to participate in arrangements whereby such Shares or Securities may be acquired by them (except where the Conversion Price falls to be adjusted under paragraphs (b), (c), (d), (e), (f) or (g) above or (j) below (or, where applicable, would fall to be so adjusted if the relevant issue or grant was at less than 95 per cent. of the Current Market Price per Share on the relevant day)), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: A BA− where: A is the Current Market Price of one Share on the Ex-Date in respect of the relevant offer; and B is the Fair Market Value on such Ex-Date of the portion of the relevant offer attributable to one Share. Such adjustment shall become effective on the Effective Date. “Effective Date” means, in respect of this paragraph (i), the later of (i) the Ex-Date in respect of the relevant offer and (ii) the first date upon which the adjusted Conversion Price is capable of being determined in accordance with this paragraph (i). (j) Other adjustments If the Issuer (following consultation with the Calculation Agent) determines that an adjustment should be made to the Conversion Price (or that a determination should be made as to whether an adjustment should be made) as a result of one or more circumstances not referred to above in this Clause 13.1 (even if the relevant circumstance is specifically excluded from the operation of paragraphs (a) to (i) above), the Issuer shall, at its own expense and acting reasonably, request an Independent Adviser to determine, in consultation with the Calculation Agent, if different as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment (if any) should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this paragraph (j) if such Independent Adviser is so requested to make such a determination Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

51 not more than 21 days after the date on which the relevant circumstance arises and if the adjustment would result in a reduction to the Conversion Price. (k) Modifications Notwithstanding the foregoing provisions: (i) where the events or circumstances giving rise to any adjustment pursuant to this Clause 13.1 have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Conversion Price or where more than one event which gives rise to an adjustment to the Conversion Price occurs within such a short period of time that in the opinion of the Issuer, following consultation with the Calculation Agent, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be determined in good faith by an Independent Adviser to be in its opinion appropriate to give the intended result; (ii) such modification shall be made to the operation of these Bond Terms as may be determined in good faith by an Independent Adviser, in consultation with the Calculation Agent (if different), to be in its opinion appropriate (i) to ensure that an adjustment to the Conversion Price or the economic effect thereof shall not be taken into account more than once and (ii) to ensure that the economic effect of a Dividend is not taken into account more than once; and (iii) other than pursuant to paragraph (i) above, no adjustment shall be made that would result in an increase to the Conversion Price. 13.2 Calculation of consideration For the purpose of any calculation of the consideration receivable or price pursuant to paragraph (d), (f), (g) and (h) of Clause 13.1 (Adjustments), the following provisions shall apply: (a) the aggregate consideration receivable or price for Shares issued for cash shall be the amount of such cash; (b) (i) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the conversion or exchange of any Securities shall be deemed to be the consideration or price received or receivable for any such Securities (whether on one or more occasions) and (ii) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any Securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration or price received or receivable for such Securities or, as the case may be, for such options, warrants or rights which are attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the relevant Ex-Date referred to in paragraph (d) of Clause 13.1 (Adjustments) or as at the relevant date of first public announcement referred to in paragraph (f), (g) or (h) of Clause 13.1 (Adjustments), as the case may be, plus in the case of each of (i) and (ii) above, the additional minimum consideration receivable Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

52 or price (if any) upon the conversion or exchange of such Securities, or upon the exercise of such rights of subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (iii) the consideration receivable or price per Share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such Securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (i) or (ii) above (as the case may be) divided by the number of Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate, all as determined in good faith by the Calculation Agent; (c) if the consideration or price determined pursuant to (a) or (b) above (or any component thereof) shall be expressed in a currency other than the Relevant Currency (other than in circumstances where such consideration is also expressed in the Relevant Currency, in which case such consideration shall be treated as expressed in the Relevant Currency in an amount equal to the amount of such consideration when so expressed in the Relevant Currency), it shall be converted by the Calculation Agent into the Relevant Currency at the Prevailing Rate on the relevant Ex-Date (for the purposes of paragraph (d) of Clause 13.1 (Adjustments)) or the relevant date of first public announcement (for the purpose of paragraph (f), (g) or (h) of Clause 13.1 (Adjustments), as the case may be); (d) in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Shares or Securities or options, warrants or rights, or otherwise in connection therewith; (e) the consideration or price shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable, regardless of whether all or part thereof is received, receivable, paid or payable by or to the Issuer or another entity; (f) if as part of the same transaction, Shares shall be issued or issuable for a consideration receivable in more than one or in different currencies then the consideration receivable per Share shall be determined by dividing the aggregate consideration (determined as aforesaid and converted, if and to the extent not in the Relevant Currency, into the Relevant Currency as aforesaid) by the aggregate number of Shares so issued; and (g) references in these Bond Terms to “cash” includes any promise or undertaking to pay cash or any release or extinguishment of, or set-off against, a liability or obligation to pay a cash amount. 13.3 Retroactive Adjustments (a) If the Applicable Date in relation to any exercise of Conversion Rights or, for the purpose of paragraph (b) below, Settlement Rights in respect of any Bond shall be after the record date in respect of any consolidation, reclassification or sub-division as is mentioned in paragraph (a) of Clause 13.1 (Adjustments), or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in paragraph (b), (c), (d), (e) or (i) of Clause 13.1 (Adjustments), or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in paragraph (f) and (g) of Clause 13.1 (Adjustments) or of the terms of any such modification as is mentioned in paragraph (h) of Clause 13.1 (Adjustments), in any case where the relevant Applicable Date falls before the relevant adjustment to the Conversion Price becomes effective under Clause 13.1 (Adjustments) (such adjustment, a “Retroactive Adjustment”), then the Issuer shall procure that there shall be issued or transferred and delivered to the converting Bondholder, in accordance Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

53 with the instructions contained in the Conversion Notice, such additional number of Shares (if any) (the “Additional Shares”) as, together with the Shares issued or transferred and delivered on the relevant exercise of Conversion Rights (together with any fraction of a Share not so issued or transferred and delivered), is equal to the number of Shares which would have been required to be issued or transferred and delivered in respect of such exercise of Conversion Rights if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Conversion Date, all as determined by the Calculation Agent or an Independent Adviser, provided that if in the case of paragraph (b), (c), (d), (e) or (i) of Clause 13.1 (Adjustments) the relevant Bondholder shall be entitled to receive the relevant Shares, Dividends or Securities in respect of the Shares to be issued or transferred and delivered to it, then no such Retroactive Adjustment shall be made in relation to the relevant event and the relevant Bondholder shall not be entitled to receive Additional Shares in relation thereto. (b) If: (i) a Retroactive Adjustment occurs in respect of the exercise by a Bondholder of Settlement Rights; or (ii) there is a Retroactive Adjustment following the exercise of Conversion Rights by a Bondholder, in circumstances where a Cash Settlement Election is or was made in respect of such exercise, and in either case any Dealing Day during the relevant Cash Settlement Calculation Period falls on or after the date (the “Applicable Reference Date”) which is (in the case of a Retroactive Adjustment pursuant to paragraph (a), (b), (c), (d), (e) or (i) of Clause 13.1 (Adjustments)) the relevant Ex-Date or (in the case of a Retroactive Adjustment pursuant to paragraph (f), (g) or (h) of Clause 13.1 (Adjustments)) the relevant date of the first public announcement, then the Issuer shall pay to the relevant Bondholder an additional amount (the “Additional Cash Amount”) equal to the Market Price of such number of Shares (rounded down if necessary to the nearest whole number of Shares) (if any) by which the number of Cash Settled Shares would have increased if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Settlement Notice Date or the relevant Conversion Date, as the case may be (such number of Cash Settled Shares as aforesaid being for this purpose calculated as the product of (x) the Reference Shares determined for this purpose by reference to such deemed Conversion Price as aforesaid and (y) the Cash Settlement Ratio), all as determined in good faith by the Calculation Agent, provided that if any doubt shall arise as to the calculation of the Additional Cash Amount or if such amount cannot be determined as provided above, the Additional Cash Amount shall be equal to such amount as is determined in such other manner as an Independent Adviser shall consider in good faith to be appropriate to give the intended result. (c) The Issuer will pay the Additional Cash Amount or procure that the Additional Cash Amount is paid, by not later than the fifth Business Day following the relevant Reference Date by transfer to a USD account of the payee in accordance with instructions contained in the relevant Settlement Notice or Conversion Notice. “Market Price” means the Volume Weighted Average Price of a Share on the relevant Reference Date, provided that if any Dividend or other entitlement in respect of the Shares is announced on or prior to the relevant Settlement Notice Date in circumstances where the record date or other due date for the establishment of entitlement in respect of Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

54 such dividend or other entitlement shall be on or after the Settlement Notice Date and if, on the relevant Reference Date, the Volume Weighted Average Price of a Share is based on a price ex-Dividend or ex-any other entitlement, then such price shall be increased by an amount equal to the Fair Market Value of such Dividend or entitlement per Share as at the date of first public announcement of such Dividend or entitlement (or if that is not a Dealing Day, the immediately preceding Dealing Day). “Reference Date” means, in relation to a Retroactive Adjustment, the date on which the relevant adjustment to the Conversion Price takes effect or, in any such case, if that is not a Dealing Day, the next following Dealing Day. 13.4 Decision and Determination of the Calculation Agent or an Independent Adviser (a) Adjustments to the Conversion Price shall be determined and calculated by the Calculation Agent upon request from the Issuer and/or, to the extent so specified in these Bond Terms and upon request from the Issuer, by an Independent Adviser. (b) Adjustments to the Conversion Price calculated by the Calculation Agent or, where applicable, an Independent Adviser and any other determinations made by the Calculation Agent or, where applicable, an Independent Adviser, or an opinion of an Independent Adviser, pursuant to these Bond Terms shall in each case be made in good faith and shall be final and binding (in the absence of manifest error) on the Issuer, the Bond Trustee, the Bondholders, the Calculation Agent (in the case of a determination by an Independent Adviser) and the Paying and Conversion Agent. (c) The Calculation Agent may consult, at the expense of the Issuer, on any matter (including, but not limited to, any legal matter), any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Bond Trustee, the Bondholders or the Paying and Conversion Agent in respect of anything done, or omitted to be done, relating to that matter in good faith, in accordance with that adviser’s opinion. (d) The Calculation Agent shall act solely upon the request from, and exclusively as agent of, the Issuer and in accordance with these Bond Terms. Neither the Calculation Agent (acting in such capacity) nor any Independent Adviser appointed in connection with the Bonds (acting in such capacity) will thereby assume any obligations towards or relationship of agency or trust and shall not be liable and shall incur no liability in respect of anything done, or omitted to be done in good faith, in its capacity as Calculation Agent as against the Bond Trustee, the Bondholders or the Paying and Conversion Agent. 13.5 Share or option schemes, Dividend reinvestment plans No adjustment will be made to the Conversion Price where Shares or other Securities (including, but not limited to, rights, warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted (i) to, or for the benefit of, employees or former employees (including directors holding or formerly holding executive office or non- executive office, consultants or former consultants, or the personal service company of any such person) or their spouses or relatives, in each case, of the Issuer or any of its Subsidiaries or any associated company or to a trustee or nominee to be held for the benefit of any such person, in any such case pursuant to any share or option or incentive scheme or (ii) pursuant to any dividend reinvestment plan or similar plan or scheme. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

55 13.6 Rounding down and notice of adjustment to the Conversion Price (a) On any adjustment, the resultant Conversion Price, if not an integral multiple of USD 0.0001, shall be rounded down to the nearest whole multiple of USD 0.0001. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1 per cent. of the Conversion Price then in effect. Any adjustment not required to be made, and/or any amount by which the Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made. (b) Notice of any adjustments to the Conversion Price shall be given by the Issuer to Bondholders and to the Bond Trustee promptly after the determination thereof. (c) The Conversion Price shall not in any event (including following any adjustments pursuant to Clause 13.1) be reduced to below the Par Value of the Shares and the Issuer undertakes that it shall not take any action, and shall ensure that no action is taken, that would otherwise result in an adjustment to the Conversion Price to below such Par Value. 14. MERGER 14.1 Conversion Rights under Mergers In the case of any consolidation, amalgamation or merger of the Issuer with any other corporation (other than a consolidation, amalgamation or merger in which the Issuer is the continuing corporation), the Issuer will take such steps as shall be necessary (including the execution of an agreement supplemental to or amending the Bond Terms) to ensure that each Bond then outstanding will (during the period in which Conversion Rights may be exercised) be converted into the class and amount of shares and other securities and property receivable upon such consolidation, amalgamation or merger by a holder of the number of Shares which would have been issuable upon exercise of Conversion Rights immediately prior to such consolidation, amalgamation or merger. Such supplemental agreement deed will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in Clause 13 (Adjustment of the Conversion Price). The above will apply, mutatis mutandis to any subsequent consolidations, amalgamations or mergers. 14.2 Right to object The provisions in this Clause 14 have no limitation on the creditor’s right of objection to the merger or de-merger. 15. INFORMATION UNDERTAKINGS 15.1 Financial Reports (a) The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than four months after the end of the financial year. (b) The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

56 as they become available, and not later than two months after the end of the relevant interim period. 15.2 Requirements as to Financial Reports (a) The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 15.1 (Financial Reports), a Compliance Certificate with a copy of the Financial Reports attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying inter alia that the Financial Reports fairly represent its financial condition as at the date of the relevant Financial Report. (b) The Issuer shall procure that the Financial Reports delivered pursuant to Clause 15.1 (Financial Reports) are prepared using GAAP consistently applied. 15.3 Change of Control Event The Issuer shall inform the Bond Trustee in writing as soon as possible after becoming aware that a Change of Control Event has occurred. 15.4 Information: Miscellaneous The Issuer shall: (a) promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it; (b) at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best of its knowledge, having made due and appropriate enquiries); (c) send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share capital or equity; (d) if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange; (e) if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its rating and/or the rating of the Bonds, and any changes to such rating; (f) inform the Bond Trustee of changes in the registration of the Bonds in the CSD; (g) within a reasonable time, provide such information about the Issuer’s and the Group’s business, assets and financial condition as the Bond Trustee may reasonably request; (h) if the Conversion Right Conditions are satisfied on or before the Longstop Date, give the Bond Trustee and the Bondholders notice thereof as soon as practicable and in any case not later than the third Business Day after the SGM, and such notice shall specify the day from which the Conversion Right is exercisable (the “Conversion Right Start Date”), which shall be the later of the 41st Business Day following the Issue Date and a Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

57 date falling no later than the fifth Business Day after the approval of the Shareholder Resolution by the SGM; (i) of its own accord, inform the Bond Trustee of any event that results in an adjustment of the Conversion Price promptly thereafter; and (j) following the occurrence of a Change of Control Event, as soon as practicable (and in any case no later than 14 calendar days) after the Issuer becomes aware of it, notify the Bondholders (via the CSD), the Bond Trustee and (if the Bonds are listed or admitted to trading at the date of such Change of Control Event) the relevant Exchange. The notice shall specify: (i) the applicable Change of Control Conversion Price; (ii) the early redemption price and the early redemption date, (iii) the Bondholders’ entitlement to exercise their Conversion Rights and/or to exercise their right to require redemption of the Bonds (whichever is applicable), (iv) the Change of Control Period; and (v) other relevant details (if any) concerning the Change of Control Event. 16. GENERAL UNDERTAKINGS The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 16 (General undertakings). 16.1 Compliance with laws The Issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time, if failure so to comply would have a Material Adverse Effect. 16.2 Continuation of business etc. The Issuer shall not (either in one action or as several actions) and shall ensure that no member of the Group will: (a) cease to carry on its business; (b) sell, transfer or otherwise dispose of all or a substantial part of its assets (including shares or other securities in any person) or operations (other than to a Group Company) unless such sale, transfer or disposal is carried out in the ordinary course of business; (c) materially change the general nature of the business from that carried on by the Group at the date of these Bond Terms; or (d) carry out any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer with any other person, other than with another member of the Group, or any split of the Issuer or other corporate reorganisation having the same or equivalent effect as a demerger involving the Issuer, Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

58 provided that the foregoing shall not prevent any normal sale of rigs or other assets in the ordinary course of business, in a manner which is likely to have a Material Adverse Effect. 16.3 Arm’s length transactions Without limiting Clause 16.1 (Compliance with laws), the Issuer shall not and the Issuer shall procure that no other Group Company shall, engage, directly or indirectly, in any transaction with any party other than a Group Company (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except on an arm’s length basis (or better from the perspective of the Group Company). 16.4 Special covenants – convertible bonds (a) The Issuer shall ensure that all Shares issued or transferred upon exercise of the Conversion Right in respect of the Bonds shall be registered in the electronic securities depository at which the Shares are registered on the Conversion Date and shall be listed on the Relevant Stock Exchange and any other stock exchange on which the Shares may then be listed or quoted or dealt in as soon as practicable thereafter (but this covenant shall not be considered as being breached as a result of a Change of Control Event (whether or not recommended or approved by the board of directors of the Issuer) that causes or gives rise to, whether following the operation of any applicable compulsory acquisition provision or otherwise including at the request of the person or persons controlling the Issuer as a result of the Change of Control Event, a de-listing of the Shares). (b) The Issuer shall not, until the expiry of 90 days following the Issue Date, issue (or agree to issue) any securities convertible into or exercisable or exchangeable for Shares or any derivate securities related to the Shares having an equivalent effect, save pursuant to the Issuer’s employee or director share or option scheme or other equity compensation arrangements or pursuant to these Bond Terms, without the prior written consent of the Manager. (c) The Issuer shall use its best endeavours to ensure that the Shares shall remain listed on a Relevant Stock Exchange. 17. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS 17.1 Events of Default Each of the events or circumstances set out in this Clause 17.1 shall constitute an Event of Default: (a) Non-payment The Issuer fails to pay any amount payable by it under the Finance Documents when such amount is due for payment, unless: (i) its failure to pay is caused by administrative or technical error in payment systems or the CSD and payment is made within 5 Business Days following the original due date; or Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

59 (ii) in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely that such payment will be made in full within 5 Business Days following the original due date. (b) Breach of other obligations The Issuer does not comply with any provision of the Finance Documents other than set out under paragraph (a) (Non-payment) above, unless such failure is capable of being remedied and is remedied within 20 Business Days after the earlier of the Issuer’s actual knowledge thereof or notice thereof is given to the Issuer by the Bond Trustee. (c) Misrepresentation Any representation, warranty or statement (including statements in Compliance Certificates) made by the Issuer under or in connection with any Finance Documents is or proves to have been incorrect, inaccurate or misleading in any material respect when made or deemed to have been made. (d) Cross default If for any Group Company: (i) any Financial Indebtedness is not paid when due nor within any applicable grace period; or (ii) any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or (iii) any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described), or (iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described), provided however that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above exceeds a total of USD 30,000,000 (or the equivalent thereof in any other currency). (e) Insolvency and insolvency proceedings The Issuer or a Material Subsidiary: (i) is Insolvent; or (ii) is object of any corporate action or any legal proceedings is taken in relation to: (A) the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or reorganisation (by way of voluntary Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

60 arrangement, scheme of arrangement or otherwise) other than a solvent liquidation or reorganisation; or (B) a composition, compromise, assignment or arrangement with any creditor which may materially impair its ability to perform its obligations under these Bond Terms; or (C) the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or (D) enforcement of any Security over any of its or their assets having an aggregate value exceeding the threshold amount set out in paragraph (d) (Cross default) above; or (E) for paragraphs (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company. However, this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement. (f) Creditor’s process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Group Company having an aggregate value exceeding the threshold amount set out in paragraph (d) (Cross default) above and is not discharged within 20 Business Days. (g) Unlawfulness It is or becomes unlawful for the Issuer to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair: (i) the ability of the Issuer to perform its obligations under these Bond Terms; or (ii) the ability of the Bond Trustee to exercise any material right or power vested to it under the Finance Documents. 17.2 Acceleration of the Bonds If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the Bondholders pursuant to Clause 17.3 (Bondholders’ instructions) below, by serving a Default Notice to the Issuer: (a) declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

61 (b) exercise any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents. 17.3 Bondholders’ instructions The Bond Trustee shall serve a Default Notice pursuant to Clause 17.2 (Acceleration of the Bonds) if: (a) the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders’ Meeting has not made a resolution to the contrary; or (b) the Bondholders’ Meeting, by a simple majority decision, has approved the declaration of an Event of Default. 17.4 Calculation of claim The claim derived from the Outstanding Bonds due for payment as a result of the serving of a Default Notice will be calculated at the redemption price set out in Clause 10.1 (Redemption of Bonds). 18. BONDHOLDERS’ DECISIONS 18.1 Authority of the Bondholders’ Meeting (a) A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes. (b) The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment shall be reduced unless there is a pro rata reduction of the principal that has not fallen due, but may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal. (c) The Bondholders’ Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. (d) Subject to the power of the Bond Trustee to take certain action as set out in Clause 19.1 (Power to represent the Bondholders), if a resolution by, or an approval of, the Bondholders is required, such resolution may be passed at a Bondholders’ Meeting. Resolutions passed at any Bondholders’ Meeting will be binding upon all Bondholders. (e) At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting for a quorum to be present. (f) Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders’ Meeting, unless otherwise set out in paragraph (g) below. (g) Save for any amendments or waivers which can be made without resolution pursuant to paragraph (i) and (ii) of Clause 20.1 (Procedure for amendments and waivers), a Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

62 majority of at least 2/3 of the Voting Bonds represented at the Bondholders’ Meeting is required for approval of any waiver or amendment of these Bond Terms. (h) The Bondholders (both of the Bonds and the Temporary Bonds) shall vote as one, joint creditor class in all matters, provided that no waiver or amendments (to the detriment of the respective Bondholders) may be implemented affecting only either the main ISIN and the separate ISIN for the Temporary Bonds (respectively) without the support of the requisite majority of Bonds by the affected class of Bonds (under its respective ISIN). 18.2 Procedure for arranging a Bondholders’ Meeting (a) A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in writing of: (i) the Issuer; (ii) Bondholders representing at least 1/10 of the Voting Bonds; (iii) the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or (iv) the Bond Trustee. The request shall clearly state the matters to be discussed and resolved. (b) If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days after having received a valid request for calling a Bondholders’ Meeting pursuant to paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself. (c) Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform). (d) Any Summons for a Bondholders’ Meeting must clearly state the agenda for the Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders’ Meeting in the Summons. If the Summons contains proposed amendments to these Bond Terms, a description of the proposed amendments must be set out in the Summons. (e) Items which have not been included in the Summons may not be put to a vote at the Bondholders’ Meeting. (f) By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring or dispose of Bonds during the period from the date of the Summons until the date of the Bondholders’ Meeting, unless the acquisition of Bonds is made by the Issuer pursuant to Clause 10 (Redemption and Repurchase of Bonds). Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

63 (g) A Bondholders’ Meeting may be held on premises selected by the Bond Trustee, or if paragraph (b) above applies, by the person convening the Bondholders’ Meeting (however to be held in the capital of the Relevant Jurisdiction). The Bondholders’ Meeting will be opened and, unless otherwise decided by the Bondholders’ Meeting, chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders’ Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders’ Meeting (the Bond Trustee or such other representative, the “Chairperson”). (h) Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a Bondholder, shall have the right to attend the Bondholders’ Meeting (each a “Representative”). The Chairperson may grant access to the meeting to other persons not being Representatives, unless the Bondholders’ Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt regarding whether a person is a Representative or entitled to vote, the Chairperson will decide who may attend the Bondholders’ Meeting and exercise voting rights. (i) Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer’s Bonds (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting. (j) Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairperson. The minutes must state the number of Voting Bonds represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes shall be signed by the Chairperson and at least one other person. The minutes will be deposited with the Bond Trustee who shall make available a copy to the Bondholders and the Issuer upon request. (k) The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are published on the website of the Bond Trustee (or other relevant electronically platform or press release). (l) The Issuer shall bear the costs and expenses incurred in connection with convening a Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting, including any reasonable costs and fees incurred by the Bond Trustee. 18.3 Voting rules (a) Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 3.3 (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted evidence of ownership of Voting Bonds. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

64 (b) Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds. (c) For the purposes of this Clause 18 (Bondholders’ decisions), a Bondholder that has a Bond registered in the name of a nominee will, in accordance with Clause 3.3 (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee. No vote may be cast by any nominee if the Bondholder has presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by the nominee for the same Bonds. (d) Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote. 18.4 Repeated Bondholders’ Meeting (a) Even if the necessary quorum set out in paragraph (e) of Clause 18.1 (Authority of the Bondholders’ Meeting) is not achieved, the Bondholders’ Meeting shall be held and voting completed for the purpose of recording the voting results in the minutes of the Bondholders’ Meeting. The Bond Trustee or the person who convened the initial Bondholders’ Meeting may, within 10 Business Days of that Bondholders’ Meeting, convene a repeated meeting with the same agenda as the first meeting. (b) The provisions and procedures regarding Bondholders’ Meetings as set out in Clause 18.1 (Authority of the Bondholders’ Meeting), Clause 18.2 (Procedure for arranging a Bondholders’ Meeting) and Clause 18.3 (Voting rules) shall apply mutatis mutandis to a repeated Bondholders’ Meeting, with the exception that the quorum requirements set out in paragraph (e) of Clause 18.1 (Authority of the Bondholders’ Meeting) shall not apply to a repeated Bondholders’ Meeting. A Summons for a repeated Bondholders’ Meeting shall also contain the voting results obtained in the initial Bondholders’ Meeting. (c) A repeated Bondholders’ Meeting may only be convened once for each original Bondholders’ Meeting. A repeated Bondholders’ Meeting may be convened pursuant to the procedures of a Written Resolution in accordance with Clause 18.5 (Written Resolutions), even if the initial meeting was held pursuant to the procedures of a Bondholders’ Meeting in accordance with Clause 18.2 (Procedure for arranging a Bondholders’ Meeting) and vice versa. 18.5 Written Resolutions (a) Subject to these Bond Terms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 18.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

65 (b) The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise. (c) The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release. (d) The provisions set out in Clause 18.1 (Authority of the Bondholders’ Meeting), 18.2 (Procedure for arranging a Bondholders’ Meeting), Clause 18.3 (Voting rules) and Clause 18.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in paragraphs (g), (h) and (i) of Clause 18.2 (Procedure for arranging Bondholders Meetings); or (ii) provisions which are otherwise in conflict with the requirements of this Clause 18.5 (Written Resolution), shall not apply to a Written Resolution. (e) The Summons for a Written Resolution shall include: (i) instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and (ii) the time limit within which the Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority, which shall be at least 10 Business Days but not more than 15 Business Days from the date of the Summons (the “Voting Period”). (f) Only Bondholders of Voting Bonds registered with the CSD on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights), will be counted in the Written Resolution. (g) A Written Resolution is passed when the requisite majority set out in paragraph (e) or (f) of Clause 18.1 (Authority of Bondholders’ Meeting) has been obtained, based on a quorum of the total number of Voting Bonds, even if the Voting Period has not yet expired. A Written Resolution will also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period. (h) The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being obtained. (i) If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the time specified in the summons on the last day of the Voting Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

66 Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (e) to (g) of Clause 18.1(Authority of Bondholders’ Meeting). 19. THE BOND TRUSTEE 19.1 Power to represent the Bondholders (a) The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others. (b) The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the Finance Documents. 19.2 The duties and authority of the Bond Trustee (a) The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders. (b) The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the Finance Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms. (c) The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction. (d) The Bond Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents. (e) The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on separated accounts. (f) The Bond Trustee shall facilitate that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other Finance Document, or any applicable law. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

67 (g) Notwithstanding any other provision of the Finance Documents to the contrary, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (h) If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in: (i) complying with instructions of the Bondholders; or (ii) taking any action at its own initiative, will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 19.4 (Expenses, liability and indemnity), the Bond Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require. (i) The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its obligations under the Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Bond Trustee under the Finance Documents. (j) The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal amount in order to facilitate partial redemptions, write-downs or restructurings of the Bonds or in other situations where such split is deemed necessary. 19.3 Equality and conflicts of interest (a) The Bond Trustee shall not make decisions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents. The Bond Trustee may act as agent, trustee, representative and/or security agent for several bond issues relating to the Issuer notwithstanding potential conflicts of interest. The Bond Trustee is entitled to delegate its duties to other professional parties. 19.4 Expenses, liability and indemnity (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

68 by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (d) The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is in the interests of the Bondholders. (e) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (f) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. The Bond Trustee’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement. (g) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any Finance Document which the Bond Trustee reasonably believes may constitute or lead to a breach of any Finance Document or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to the Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

69 (i) As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 17.3 (Bondholders’ instructions) or Clause 18.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee. 19.5 Replacement of the Bond Trustee (a) The Bond Trustee may be replaced by a majority of 2/3 of Voting Bonds in accordance with the procedures set out in Clause 18 (Bondholders’ Decisions), and the Bondholders may resolve to replace the Bond Trustee without the Issuer’s approval. (b) The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in which case a successor Bond Trustee shall be elected pursuant to this Clause 19.5, initiated by the retiring Bond Trustee. (c) If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned and a successor Bond Trustee shall be appointed in accordance with this Clause 19.5. The Issuer may appoint a temporary Bond Trustee until a new Bond Trustee is elected in accordance with paragraph (a) above. (d) The change of Bond Trustee shall only take effect upon execution of all necessary actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring Bond Trustee shall be discharged from any further obligation in respect of the Finance Documents from the change takes effect, but shall remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any unpaid fees or expenses under the Finance Documents before the change has taken place. (e) Upon change of Bond Trustee, the Issuer shall co-operate in all reasonable manners without delay to replace the retiring Bond Trustee with the successor Bond Trustee and release the retiring Bond Trustee from any future obligations under the Finance Documents and any other documents. 20. AMENDMENTS AND WAIVERS 20.1 Procedure for amendments and waivers The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that: (i) such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes; (ii) such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority; or Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

70 (iii) such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 18 (Bondholders’ Decisions). 20.2 Authority with respect to documentation If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required. 20.3 Notification of amendments or waivers (a) The Bond Trustee shall as soon as possible notify the Bondholders of any amendments or waivers made in accordance with this Clause 20, setting out the date from which the amendment or waiver will be effective, unless such notice according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure that any amendment to these Bond Terms is duly registered with the CSD. (b) Prior to agreeing to an amendment or granting a waiver in accordance with paragraph (i) Clause 20.1 (Procedure for amendments and waivers), the Bond Trustee may inform the Bondholders of such waiver or amendment at a relevant information platform. 21. MISCELLANEOUS 21.1 Limitation of claims All claims under the Finance Documents for payment, including interest and principal, will be subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction. 21.2 Access to information (a) These Bond Terms will be made available to the public and copies may be obtained from the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to distribute any other information to the Bondholders or any other person, and the Bondholders have no right to obtain information from the Bond Trustee, other than as explicitly stated in these Bond Terms or pursuant to statutory provisions of law. (b) In order to carry out its functions and obligations under these Bond Terms, the Bond Trustee will have access to the relevant information regarding ownership of the Bonds, as recorded and regulated with the CSD. (c) The information referred to in paragraph (b) above may only be used for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disclose such information to any Bondholder or third party unless necessary for such purposes. 21.3 Notices, contact information Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such notice or communication will be deemed to be given or made via the CSD, when sent from the CSD. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

71 (a) The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange (if the Bonds are listed). (b) Notwithstanding paragraph (a) above and provided that such written notification does not require the Bondholders to take any action under the Finance Documents, the Issuer’s written notifications to the Bondholders may be published by the Bond Trustee on a relevant information platform only. (c) Unless otherwise specifically provided, all notices or other communications under or in connection with these Bond Terms between the Bond Trustee and the Issuer will be given or made in writing, by letter or e-mail. Any such notice or communication will be deemed to be given or made as follows: (i) if by letter, when delivered at the address of the relevant party; (ii) if by e-mail, when received; and (iii) if by publication on a relevant information platform, when published. (d) The Issuer and the Bond Trustee shall each ensure that the other party is kept informed of changes in postal address, e-mail address and telephone and contact persons. (e) When determining deadlines set out in these Bond Terms, the following will apply (unless otherwise stated): (i) if the deadline is set out in days, the first day of the relevant period will not be included and the last day of the relevant period will be included; (ii) if the deadline is set out in weeks, months or years, the deadline will end on the day in the last week or the last month which, according to its name or number, corresponds to the first day the deadline is in force. If such day is not a part of an actual month, the deadline will be the last day of such month; and (iii) if a deadline ends on a day which is not a Business Day, the deadline is postponed to the next Business Day. 21.4 Defeasance (a) Subject to paragraph (b) below and provided that: (i) an amount sufficient for the payment of principal and interest on the Outstanding Bonds to the relevant Repayment Date, and always subject to paragraph (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the Bond Trustee (the “Defeasance Account”); (ii) the Defeasance Account is irrevocably pledged and blocked in favour of the Bond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”); and Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

72 (iii) the Bond Trustee has received such legal opinions and statements reasonably required by it, including (but not necessarily limited to) with respect to the validity and enforceability of the Defeasance Pledge, then the Issuer will be relieved from its obligations under paragraph (a) of Clause 15.2 (Requirements as to Financial Reports), Clause 15.3 (Change of Control Event), Clause 15.4 (Information: miscellaneous) and Clause 16 (General and Financial Undertakings). (b) The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are repaid and discharged in full. (c) The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to be deposited to the Defeasance Account in its discretion, applying such buffer amount as it deems necessary. A defeasance established according to this Clause 21.4 may not be reversed. 21.5 The Calculation Agent The Issuer reserves the right, subject to the prior approval of the Bond Trustee, under the Calculation Agency Agreement at any time to vary or terminate the appointment of the Calculation Agent and appoint another Calculation Agent, provided that it will maintain a Calculation Agent which shall be a financial institution of international repute or a financial adviser with appropriate expertise. Notice of any change in the Calculation Agent will promptly be given by the Issuer to Bondholders. 22. GOVERNING LAW AND JURISDICTION 22.1 Governing law These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its conflict of law provisions. 22.2 Main jurisdiction The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court. 22.3 Alternative jurisdiction Clause 22 (Governing law and jurisdiction) is for the exclusive benefit of the Bond Trustee and the Bondholders and the Bond Trustee have the right: (a) to commence proceedings against the Issuer or any of its assets in any court in any jurisdiction; and (b) to commence such proceedings, including enforcement proceedings, in any competent jurisdiction concurrently. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

73 22.4 Service of process (a) Without prejudice to any other mode of service allowed under any relevant law, the Issuer: (i) irrevocably appoints Borr Drilling Management AS as its agent for service of process in relation to any proceedings in connection with these Bond Terms; and (ii) agrees that failure by an agent for service of process to notify the Issuer of the process will not invalidate the proceedings concerned. (b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Issuer must immediately (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Bond Trustee. Failing this, the Bond Trustee may appoint another agent for this purpose. -----000----- These Bond Terms have been executed in two originals, of which the Issuer and the Bond Trustee shall retain one each. SIGNATURES: The Issuer: BORR DRILLING LIMITED …………………………………………. By: Position: As Bond Trustee: NORDIC TRUSTEE AS …………………………………………. By: Position: Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

74 ATTACHMENT 1 COMPLIANCE CERTIFICATE [date] Borr Drilling Limited 5.00 per cent. bonds 2023/20228 ISIN NO0012828187[ and ISIN NO0012829730] We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond Trustee on behalf of the Bondholders and the undersigned as Issuer. Pursuant to Clause 15.2 (Requirements as to Financial Reports) of the Bond Terms a Compliance Certificate shall be issued in connection with each delivery of Financial Reports to the Bond Trustee. This letter constitutes the Compliance Certificate for the period [•]. Capitalised terms used herein will have the same meaning as in the Bond Terms. With reference to Clause 15.2 (Requirements as to Financial Reports) we hereby certify that all information delivered under cover of this Compliance Certificate is true and accurate and there has been no material adverse change to the financial condition of the Issuer since the date of the last accounts or the last Compliance Certificate submitted to you. Copies of our latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed. We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur. Yours faithfully, Borr Drilling Limited ___________________ Name of authorised person Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation] Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

7 SCHEDULE 2 CONDITIONS PRECEDENT 1 The Amendment Agreement duly executed by all parties thereto. 2 The Delisting application approved by OSE. 3 Copies of all necessary corporate resolutions of the Issuer to execute the Amendment Agreement. 4 A copy of a power of attorney (unless included in the corporate resolutions) from the Issuer to relevant individuals for their execution of the Amendment Agreement on behalf of the Issuer. 5 Legal opinions or other statements (including confirmation of the continued effectiveness of the Conversion Rights) as may be required by the Bond Trustee. Docusign Envelope ID: F7EC574B-38CD-431C-A01A-A848D688CB2B

---

 

Exhibit 8.1 The following table lists the Company’s subsidiaries as of March 17, 2025: Legal Entity Name Jurisdiction of Incorporation Borr IHC Limited Bermuda Borr Drilling Management AS Norway Borr International Resources Limited British Virgin Islands Borr International Operations I Inc. Marshall Islands Borr International Operations I Inc. (Nigeria Branch) Nigeria Borr SEA Operations Inc. Marshall Islands Borr SEA Operations Inc. (Thailand Branch) Thailand Borr Eastern Peninsula Pte. Ltd. Singapore Borr Eastern Peninsula Pte. Ltd. (Indonesia Branch) Indonesia Borr Eastern Peninsula Pte. Ltd. (Brunei Branch) Brunei Borr Drilling Management (UK) Limited England and Wales Borr Drilling Management DMCC Dubai, United Arab Emirates Borr Holdings Limited Cayman Islands Prospector Rig 1 Contracting Company Limited Cayman Islands Prospector Rig 5 Contracting Company Limited Cayman Islands Paragon Offshore Limited Cayman Islands Paragon International Finance Company Cayman Islands Paragon Asset Company Limited Cayman Islands Paragon Asset (UK) Limited Cayman Islands Paragon Offshore (North Sea) Limited Cayman Islands Paragon Offshore Enterprises Limited Cayman Islands Paragon Offshore Drilling LLC Delaware, United States of America Paragon (Middle East) Limited Cayman Islands Borr Drilling Land Support Limited Scotland Borr Drilling Land Support Limited (Abu Dhabi Branch) Abu Dhabi, United Arab Emirates Borr Drilling Land Support Limited (Libya Branch) Libya Paragon Offshore Management S. de R.L. de C.V. Mexico Paragon Offshore (Nederland) B.V. The Netherlands Paragon Offshore (Nederland) B.V. (Malta Branch) Malta Paragon Offshore Holdings US Inc. Delaware, United States of America Paragon Offshore (GOM) Inc. Delaware, United States of America Borr Drilling (US) Inc. Delaware, United States of America Paragon Offshore Leasing (Switzerland) GmbH Switzerland Paragon Offshore Holdings Limited Cayman Islands Paragon Offshore International Limited Cayman Islands Paragon Offshore International Limited (Egypt Branch) Egypt Paragon Offshore International Limited (Nigeria Branch) Nigeria Paragon Offshore International Limited (UAE Branch) United Arab Emirates Paragon Offshore International Limited (Tanzania Branch) Tanzania Borr Drilling Malaysia Sdn. Bhd. Malaysia Borr Global Limited Cayman Islands Borr Mexico Ventures Limited Scotland Borr Grid (UK) Limited Scotland Borr Gersemi (UK) Limited Scotland Borr Odin (UK) Limited Scotland Borr Galar (UK) Limited England and Wales Borr Njord (UK) Limited England and Wales Borr (UK) Holdings Limited Scotland Borr Drilling Mexico S. de R.L. de C.V. Mexico Borr Drilling Contracting S. de R.L. de C.V. Mexico Borr Management Mexico S. de R.L. de C.V. Mexico Borr Offshore Services Mexico S. de R.L. de C.V. Mexico Borr Midgard Holding Limited Bermuda

---

 

Borr Midgard Assets Limited Bermuda Borr Saga Inc. Marshall Islands Borr Skald Inc. Marshall Islands Borr Jack-Up XXXII Inc. Marshall Islands Borr Jack-Up I Inc. Marshall Islands Borr Tivar Inc. Marshall Islands Borr Vale Inc. Marshall Islands Borr Var Inc. Marshall Islands Constellation II Limited Cayman Islands Borr Idun Limited Cayman Islands Borr Mist Limited Cayman Islands Borr Atla Limited Cayman Islands Borr Brage Limited Cayman Islands Borr Odin Limited Cayman Islands Borr Jack-Up XVI Inc. Marshall Islands Borr Jack-Up XIV Inc. British Virgin Islands Borr Jack-Up XIV Inc. (Gabon Branch) Gabon Borr Jack-Up XIV Inc. (Cameroon Branch) Cameroon Borr West Africa Assets Inc. Marshall Islands Borr West Africa Assets Inc. (Gabon Branch) Gabon Borr Gerd Inc. Marshall Islands Borr Gerd Inc. (Cameroon Branch) Cameroon Borr Gersemi Inc. Marshall Islands Borr Grid Inc. Marshall Islands Borr Gunnlod Inc. Marshall Islands Borr Groa Inc. Marshall Islands Borr Gyme Inc. Marshall Islands Borr Gyme Inc. (Gabon Branch) Gabon Borr Gyme Inc. (Equatorial Guinea Branch) Equatorial Guinea Borr Natt Inc. Marshall Islands Borr Natt Inc. (Congo Branch) Republic of the Congo Borr Njord Inc. Marshall Islands Borr Hild Inc. Marshall Islands Borr Heimdal Inc. Marshall Islands Borr Hermod Inc. Marshall Islands Borr Huldra Inc. Marshall Islands Borr Heidrun Inc. Marshall Islands Borr Drilling Services LLC Qatar Borr Ran (UK) Limited England and Wales Borr Arabia Well Drilling LLC Kingdom of Saudi Arabia Borr International Ventures Limited Bermuda Borr Jack-Up Assets (UK) Limited England and Wales Borr Arabia III (UK) Limited England and Wales Borr Finance LLC Delaware, United States of America Borr Valhalla Holding Limited Bermuda Borr Hild (UK) Limited England and Wales Borr Jack-Up XXXII Inc (Indonesia Branch) Indonesia Borr (Mauritius) Holdings Limited Mauritius Borr Natt Limited Mauritius Borr Norve Limited Mauritius Borr Gerd Limited Mauritius

---

 

1 . INSIDER TRADING POLICY 1 Purpose Borr Drilling Limited (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, employees, and consultants comply with applicable securities laws and avoid the perception of insider trading. 2 Scope This Policy applies to directors, officers, employees, and consultants who may receive or be aware of information that is Material and Non-Public (as defined in Section 5 below) regarding the Company and its business partners, as well as their family members and others in their households and any other person or entity whose securities trading decisions are influenced or controlled by the director, officer or employee (referred to in this Policy as “Insiders”). This Policy also applies to any person who receives Material, Non-Public information from an Insider. 3 Trading Prohibition 3.1 Generally prohibited activities a. Trading in Company Securities: i. No Insider may buy, sell, or otherwise trade in securities of the Company while aware of Material, Non-Public information about the Company. ii. No Insider may buy, sell, or otherwise trade in Company securities during a Blackout Period (see Section 3.2 below). iii. Insiders should avoid engaging in transactions which are speculative in nature and therefore create the appearance of being based on Material, Non-Public information. Such transactions, include (1) short sales of Company securities at any time; (2) puts, calls or other derivative transactions; (3) hedging transactions including forward sale or purchase contracts equity swaps, collars or exchange funds; and (4) margin accounts and pledges of Company’s securities as collateral for a loan, noting a forward sale/purchase, margin sale or foreclosure sale may occur at a time when the pledgor is aware of Material, Non-Public information or otherwise is not permitted to trade in Company securities. Such transactions may only be entered into if the Insider has sufficient resources to cover margin calls without a sale of Company shares at any time when such a sale would not be permitted under this Policy, and furthermore: (i) they do not and shall not result at any time in sales or purchases of Company securities by or on behalf of such Insider, when such Insider may be in possession of Material, Non-Public information, or is otherwise not allowed to trade in Company Securities under this Policy, (ii) such transactions do not hedge against or offset a decline in the value of the Company’s securities, and (iii) in the case of margin accounts and pledges, if the Insider holds Company securities in a margin account, the Insider may not use them to meet a broker’s margin call if the Insider is aware of any Material, Non-Public information at the time. All such transaction must be discussed in advance with the Compliance Officer. b. Tipping and Giving Trading Advice: i. No Insider shall disclose or tip Material, Non-Public information to any other person where the Material, Non-Public information may be used by that person to their profit by trading in Company securities, nor shall the Insider

---

 

2 . make recommendations or express opinions regarding trading in Company securities based on Material, Non-Public information. ii. Insiders are not authorized to recommend the purchase or sale of Company securities, or give trading advice of any kind about the Company, to any other person whether or not such Insider is aware of Material, Non-Public information. c. Trading in Securities of Business Partners: i. No Insider who, in the course of working for the Company, learns of Material, Non-Public information about another company with which the Company does business, including a customer of the Company, may trade in that other company's securities until the information becomes public or is no longer material. 3.2 Blackout Period The Company establishes “Blackout Periods”, during which Insiders are prohibited from trading in Company securities, during periods where Insiders will often be aware of Material, Non-Public information. These Blackout Periods are designed to protect Insiders from the appearance of improper insider trading and support them in complying with applicable federal and state security laws. Even outside of a Blackout Period, any Insider aware of Material, Non-Public information should not engage in a transaction in Company securities until the information becomes public or is no longer Material. Trading in Company securities outside of a Blackout Period should not be considered a “safe harbor,” and all Insiders should use good judgment at all times. a. Quarter-End Blackout Period: During preparation of our financial results for each fiscal quarter, Insiders will often be aware of Material, Non-Public information about the expected financial results of the Company. Therefore, a Blackout Period starts 30 calendar days before the public disclosure of our financial results and ends one full business day after the Company’s public disclosure of the financial results for that fiscal quarter. b. Other Blackout Periods: From time to time, the Company may announce other Blackout Periods because of developments known to the Company but not yet disclosed to the public. In these instances, the Blackout Period will end once the information has been known publicly for at least one full business day. During such periods, Insiders should not disclose to others that a Blackout Period or trading suspension is in place. 3.3 Additional Restrictions Applicable to the Closed Group The Company has determined that certain Insiders (e.g. member of the administrative, management or supervisory body of the Company, members of the Board of Directors, all individuals members of senior management and key employees who have regular access to Material and Non-Public information relating directly or indirectly to the Company as identified by the Compliance Officer (see Section 6.2 below), together the “Closed Group”) must not trade in Company securities without first complying with the Company’s “pre-clearance” process, as set out in Section 6 below.

---

 

3 . 3.4 Exceptions This Policy does not apply in the case of the following transactions, except as specifically noted: a. Option Exercises. This Policy does not apply to the exercise of an employee option acquired pursuant to an equity incentive plan of the Company or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold securities subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of securities as part of a broker- assisted cashless exercise of an option, or any other market sale to generate the cash needed to pay the exercise price of an option. b. Restricted Unit Awards. This Policy does not apply to the vesting of restricted units or the exercise of a tax withholding right where the Insider elects to have the Company withhold securities to satisfy tax withholding requirements upon the vesting of any restricted units. The Policy does apply, however, to any market sale of restricted units. c. Mutual Funds. Transactions in mutual funds that are invested in securities are not transactions subject to this Policy. d. Rule 10b5-1 Plans. Notwithstanding the prohibition against insider trading, SEC Rule 10b5-1 provides an affirmative defense against insider trading liability under Rule 10b-5. A person subject to this Policy can rely on this defense and trade in Company securities, regardless of their awareness of Material and Non-Public information, if the transaction occurs pursuant to a pre-arranged written trading plan (“Rule 10b5-1 Plan”) that was entered into when the person was not in possession of Material, Non- Public information and that complies with the requirements of Rule 10b5-1. Insiders subject to Section 16 of the Securities Exchange Act of 1934 (“Section 16 Insiders”) should be aware that the Company will be required to make quarterly disclosures regarding all Rule 10b5-1 Plans entered into, amended or terminated by Section 16 Insiders and to include the material terms of such plans, other than pricing information. Anyone subject to this Policy who wishes to enter into a Rule 10b5-1 Plan must submit the Rule 10b5-1 Plan to the Compliance Officer for its approval at least five business days prior to the planned entry into the Rule 10b5-1 Plan. Rule 10b5-1 Plans may not be adopted by a person when he or she is in possession of Material, Non-Public information about the Company or its securities and must comply with the requirements of Rule 10b5-1 (including specified waiting periods and limitations on multiple overlapping plans and single trade plans). Once the Rule 10b5-1 Plan is adopted, you must not exercise any subsequent influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. You may amend or replace a Rule 10b5-1 Plan only during periods when trading is permitted in accordance with this Policy, and you must submit any proposed amendment or replacement of a Rule 10b5-1 Plan to the Compliance Officer for approval prior to adoption. You must provide notice to the Compliance Officer prior to terminating a Rule 10b5-1 Plan. You should understand that a modification or termination of a Rule 10b5-1 Plan may call into question your good faith in entering into and operating the plan (and therefore may jeopardize the availability of the affirmative defense against insider trading allegations). 3.5 Limitations And Requirements On Resales Of The Company’s Securities The Securities Act of 1933 requires that securities may be sold only pursuant to an effective registration statement or an exemption from the registration requirements. Insiders who are (or were within the prior 90 days) affiliates of the Company (including directors and officers) and who wish to sell Company securities may seek a “safe harbor” for their sales to establish an exemption from such registration requirements by complying with the conditions of Rule 144 applicable to affiliates.

---

 

4 . “Securities” under Rule 144 are broadly defined to include all securities, not just equity securities. The Rule 144 safe harbor is available not only to sales of common and preferred stock, but also to sales of bonds, debentures and any other form of security. Insiders and others who seek to sell securities acquired directly from the Company or a Company affiliate in a series of transactions not involving any public offering may avail themselves of the safe harbor of Rule 144 by complying with the provisions applicable to resales of “restricted securities” (which apply, for affiliates, in addition to, and in conjunction with, the provisions of that rule applicable to resales by affiliates). The Insider must electronically file a notice of sale with the SEC on Form 144 prior to, or concurrently with, the placing of the order to sell securities. 4 Gifts of Securities Gifts of securities may include gifts to trusts for estate planning purposes, as well as donations to a charitable organization. Whether a gift of securities is a transaction that should be avoided while the person making the gift is aware of Material, Non-Public information or is subject to a Blackout Period may depend on various circumstances surrounding the gift. Accordingly, you are encouraged to consult the Compliance Officer when contemplating a gift, and you are required to obtain pre- clearance of the gift if you are subject to trading restrictions. 5 Determining whether information is material and non-public 5.1 Definition of “Material” Information It is not possible to define all categories of material information. However, in general, information should be regarded as “Material” if there is a substantial likelihood that a reasonable investor would consider the information important in determining whether to trade in a security. Information that if made public, is likely to affect the price of an entity’s securities is almost always Material. It is also important to remember that either positive or negative information may be Material. Information may be Material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information. Material information can be positive or negative. It is important to remember that if securities transactions become the subject of scrutiny, they will be viewed after-the-fact and with the benefit of hindsight, including whether the Company’s stock price changed once the information became public. Therefore, before engaging in any securities transaction, you should consider carefully how the Securities and Exchange Commission (the “SEC”) and others might view your transaction in hindsight and with all of the facts disclosed. Whilst if may be difficult under this standard to determine every type of information which could be deemed “material”, common examples of Material information include: • financial performance, financial results and guidance, including unpublished financial results (annual, quarterly or otherwise), unpublished projections of future earnings or losses or significant changes in liquidity; • news of a significant merger, joint venture, acquisition (including the acquisition of a vessel) or a sale of significant assets; • news of commercial developments, including entry into a new charter, final investment decision on a new project or the gain or loss of a substantial customer; • news of business disruptions such as a major operational incident including vessel causality, collision or grounding; • news of contracting activities including contract suspension;

---

 

5 . • significant changes in senior management; • a significant cybersecurity incident or any other significant disruption in the operations of the Company; or loss, potential loss, breach, or unauthorized access of the property or assets of the Company, whether at its facilities or through its information technology infrastructure; • new equity or debt offerings; • news of dividends and share repurchases; • significant developments in litigation or regulatory proceedings; • an imminent change in the credit rating of the Company or any of its subsidiaries; or • financing transactions. 5.2 Definition of “Non-Public” Information Information is “Non-Public” if it has not been previously disclosed to the general public and is otherwise not generally available to the investing public. “Public information” is information widely disseminated in a manner to make it generally available to the investing public, and the investing public must have had sufficient time to absorb the information fully. Generally, one should allow one full business day following publication as a reasonable waiting period before information is deemed to be public. Information is not necessarily public merely because it has been discussed in the press or on social media, which will sometimes report rumors. You should presume that information is Non-Public, unless you can point to the official release of that information by the Company. 6 Pre-clearance procedure for members of the “Closed Group” 6.1 Request for Clearance No member of the Closed Group may enter into any trade in Company securities without obtaining clearance from the Compliance Officer. Request for clearance shall be made in writing to the Compliance Officer, in the form attached hereto as Appendix I. The member of the Closed Group is required to certify to the Compliance Officer that they have properly investigated whether there exists Material, Non-Public information regarding the Company prior to requesting clearance. If the member of the Closed Group is at all uncertain as to whether any information they have is Material, Non-Public information they must disclose this to the Compliance Officer at the time of requesting clearance. 6.2 The Compliance Officer The Company has designated the Chief Financial Officer (“CFO”) as Compliance Officer for the Closed Group. Compliance Officer for the CFO is the Chief Executive Officer (“CEO”). 6.3 Procedure for Clearance Before answering a request for clearance, the Compliance Officer shall properly investigate whether clearance can be granted. This investigation must be conducted without undue delay. If the Compliance Officer finds that there exists Material, Non-Public information, the request for clearance will be denied. If no Material, Non-Public information exists it shall be approved. The request for clearance must be responded to in writing by the Compliance Officer without undue delay in the form attached hereto as Appendix II (approval) and Appendix III (denial). No reason shall be given if a request for clearance is denied.

---

 

6 . The clearance of a proposed trade by the Compliance Officer does not constitute legal advice or otherwise acknowledge that a member of the Closed Group does not possess Material, Non-Public information. Insiders must ultimately make their own judgments regarding, and are personally responsible for determining, whether they are in possession of Material, Non- Public information. 6.4 Hardship Trades The guidelines specified in this Section 6 may be waived, at the discretion of the Compliance Officer, if compliance would create severe hardship or prevent an Insider from complying with a court order, as in the case of a divorce settlement. Any exception approved by the Compliance Officer must be reported immediately to the Audit Committee of the Board. 6.5 Effect of Clearance Subscription, purchase, sale, or exchange of securities is only considered cleared if a binding agreement is concluded within 48 hours of the clearance date. If a binding agreement is not concluded within this period, a new clearance is required. 7 Penalties for Insider Trading under U.S. Law Penalties for insider trading are severe both for the company involved as well as for their employers. A person can be subject to some or all the penalties listed below, even if they do not personally benefit from the violation. Penalties may include, without limitation, the following: For individuals who trade on Material, Non-Public information (or tip information to others): • a civil penalty of up to three times the profit gained, or loss avoided resulting from the violation; • a criminal fine of up to $5.0 million (no matter how small the profit); and/or • a jail term of up to 20 years. For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading: • a civil penalty of up to the greater of $2.6 million or three times the profit gained, or loss avoided resulting from the Insider’s violation; • a criminal penalty of up to $25.0 million; and/or • the civil penalties may extend personal liability to the company’s directors, officers, and other supervisory personnel if they fail to take appropriate steps to prevent Insider trading. 8 Questions or concerns You should read this Policy carefully. If you have any questions or concerns regarding this Policy, you should contact the Compliance Officer.

---

 

Certification of the Chief Executive Officer I, Patrick Schorn, certify that: 1. I have reviewed this annual report on Form 20-F of Borr Drilling Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and 5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

---

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting. Date: March 25, 2025 By: /s/ Patrick Schorn Name: Patrick Schorn Title: Chief Executive Officer

---

 

Certification of the Chief Financial Officer I, Magnus Vaaler, certify that: 1. I have reviewed this annual report on Form 20-F of Borr Drilling Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and 5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

---

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting. Date: March 25, 2025 By: /s/ Magnus Vaaler z Name: Magnus Vaaler Title: Chief Financial Officer

---

 

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F (the “Report”) of Borr Drilling Limited (the “Company”) for the fiscal year ended December 31, 2024 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof, Patrick Schorn, as Chief Executive Officer of the Company and Magnus Vaaler, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Patrick Schorn Name: Patrick Schorn Title: Chief Executive Officer Date: March 25, 2025 /s/ Magnus Vaaler Name: Magnus Vaaler Title: Chief Financial Officer Date: March 25, 2025 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request. This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

---

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-254525 and 333-266328) of Borr Drilling Limited of our report dated March 25, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP Watford, United Kingdom March 25, 2025

---