BassDrill Ltd.

(the "Company")

N O T I C E

YOU ARE HEREBY NOTIFIED that the 2012 Annual General Meeting(“AGM”) of the Company will be held at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, on: 5 September, 2012 at 9:00 am (BDA time) being 3:00 pm (CET) for the transaction of the following business:

A G E N D A

1.Elect a Chairman.

2.Confirm notice of the meeting.

3.Confirm the quorum.

4.To waive presentation of audited financial statements of the Companyin respect of the financial period ended 31 December 2011.

5.To consider and, if thought fit, receive and adopt the consolidated audited financials for the years ended 31 December 2011, 31 December 2010 and 31 December 2009. The financials are available on or from the Company by contacting Lasse B. Kjelsås at .

6.To consider and, if thought fit, appoint an auditor and determine the remuneration of the auditor or delegate the decision to the Board.

7.To consider and, if thought fit, approve the election of Directorsas follows:

(a)Determine the maximum number of Directors

(b)Elect Directors for the ensuing year

(c)Authorise the Directors to fill vacancy(ies) on the Board as and when they deem fit

(d)Authorise the Directors to appoint Alternate Directors as and when they deem fit

(e)Consider fees payable to the Directors

8.To consider and, if thought fit, approve the recommendation of the Directors to increase the authorised share capital of the Companyfrom US$55,778,368 (consisting of 55,778,368common shares of par value US$1.00 each) to US$ 185,778,368 (consisting of up to 185,778,368 common shares of par value US$1.00 each)through the issuance of up to 130,000,000 additional common shares with par value of US$1.00 each and to authorise the filing of the relevant documents with the Registrar of Companies in Bermuda.Further details are provided in Appendix 2 hereto.The new shares may be issued to existing shareholders or new investors if the increase of the authorised share capital is approved by at least 2/3 of the shareholders present and voting at the AGM.

9.To consider and, if though fit authorise the Board and the Company secretary to act on behalf of the Company.

The Shareholders are encouraged to participate by signing and submitting the Form of Proxy attached as Appendix 1 to:

DNB Bank ASA, Registrars Dept., address: Stranden 21, 0021 Oslo, Norway, fax number: +47 22 94 90 20 ON OR PRIOR TO 4 September 2012, 12.00 HOURS (NOON) CENTRAL EUROPEAN TIME

The background for and the details of the proposed resolutions are provided in Appendix 2.

BY ORDER OF THE BOARD

Secretary

Dated: 21 August 2012

To: / DNB Bank ASA
Cc: / Erland Peter Bassoe
Helge Haakonsen
Pål Reiulf Olsen
Ola Sætre
Bjørn C. Jacobsen

Registered Office: Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda

Error! Unknown document property name.

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APPENDIX 1

FORM OF PROXY

BASSDRILL LTD.

In order to participate in the ANNUAL general meetingOF BassDrill Ltd. to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda at 9:00 am (bda time) being 3.00p.m.(CET)on 5 September2012the shareholders must complete and ensure that BY 4 September2012at 12 p.m. (noon)CET this form of proxy is received byDnB Bank ASA, Registrars Dept., address: Stranden 21, 0021 Oslo, Norway, fax number: +47 22 94 90 20

DNB Bank ASA, being a member of the above-named Company, hereby appoints the following person(s):

……………………………………………………………

……………………………………………………………

or, failing whom, the Chairman of the Meeting as our proxy to attend and, on a poll, to vote on our behalf at the annual general meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda at 9:00 am. BDA time being 3:00pm CET on 5 September 2012(or at any adjournment thereof). We direct that our proxy will vote (or abstain from voting) on a poll on the resolutions set out in the Notice of annual general meeting as indicated below:

RESOLUTIONS / For / Against / Abstain
To approve that pursuant to the provisions of Section 88(1) of the Companies Act 1981 and it having been agreed by the Shareholder(s) and all the Directors, that in respect of the financial period ended 31 December 2011, no financial statements or auditors' report thereonof the Company as a stand alone entity need be laid before the Company in General Meeting.
To approve and adopt the audited consolidated financial statements for the period from 31 December 2009 to 31 December 2011 as available on the Company's web-site or by request to lasse.kjelsas@bassdrill .com.
To approve that UHY, LLP be and are hereby appointed auditor of the Company to hold office until the close of the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-Laws, at a remuneration to be determined by the Board.
To approve that the maximum number of Directors be set at six (6);
To approve that the following persons be and are hereby elected to serve as Directors of the Company until the next Annual General Meeting or until their appointment is terminated in accordance with the Bye-laws of the Company:
Erland Peter Bassoe
Helge Haakonsen
Pål Reiulf Olsen
Ola Sætre
Bjørn C. Jacobsen
To approve that the Board be and is hereby authorised to fill any vacancy on the Board as and when it deems fit; and
To approve that the Board be and is hereby authorised to appoint Alternate Directors as and when it deems fit.
To approve that the authorised share capital of the Company be increased from US$55,778,368 (consisting of 55,778,368 common shares of par value US$1.00 each) up to US$185,778,368 (consisting of up to 185,778,368 common shares of par value US$1.00 each)through the issuance of up to 130,000,000 additional common shares with par value of US$1.00 each, such new common shares to rank pari passu with the existing common shares of the Company in all respects, which new common shares shall be issued and allottedto existing or new investors as further resolved by the Board of Directors in accordance with the Company's Bye-laws; and
To approve that the Company Secretary be and is hereby authorized to attend to all legal formalities under the Companies Act 1981 (as amended) to consummate the share increase including but not limited to filing the Form 7 (Increase of Share Capital) with the Registrar of Companies in Bermuda.
To approve that the Director and/or Officer of the Company (whether acting individually or together with another or others) (each an “AuthorizedSignatory”) be and they are hereby authorized to do all acts and things and to agree all fees as might in his sole discretion be necessary and desirable and to give, make, sign, execute and deliver in the name of and on behalf of the Company, whether under hand or under seal, all other notes, deeds, agreements and other documents as the individual(s) acting may in his absolute discretion consider necessary or desirable in connection with these resolutions, such approval to be conclusively evidenced by his execution thereof; and
To approve that Messrs. Appleby be and are hereby authorized and directed to attend to such further legal formalities under the Companies Act 1981, as amended, to accomplish the foregoing.

Please note that a vote to "abstain" is not a vote in law and will not be counted in the calculation of the votes cast for and against the resolution.

PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED

Signature of shareholder or common seal/signature of duly authorised officer of corporate shareholder

……...... ……………..……………………………………………………

Print Name:Date:

Notes:

1.A proxy need not be a member of the Company but must attend the Meeting to represent you. You may appoint as your proxy a person of your own choice by inserting his name in the space provided. If no name is inserted in the space provided the Chairman will be deemed appointed as the proxy.

2.Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the special general meeting (including any motion to withdraw any resolution on the recommendation of the Board, to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion.

3.To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by DNB Bank ASA, Registrars Dept., address: Stranden 21, 0021 Oslo, Norway, fax number: +47 22 94 90 20, on or prior to 4 September 2012, 12.00 hours(noon) Central European Time.

4.In the case of a corporate shareholder, this Form of Proxy should be executed by a Director or a duly authorised officer or other person authorised to sign the same.

APPENDIX 2

  1. Proposed Increase in Authorised Share Capital

The Company is planning to raise up to US$40,000,000 during September 2012 for the purpose of financing the down payment for the newbuild BassDrill Gamma and the Company’s general working capital requirements. The Company foresees a need to raise additional funds during the first half of 2013, possibly in connection with listing of the Company on Oslo Børs/Oslo Axess. It is contemplated that such share offerings will be open to existing and new investors. Accordingly approval of the increase of the authorised capital requires 2/3 majority of the shareholders present and voting at the AGM.

Under the Companies Act 1981 of Bermuda, the share capital of a Company consists of authorized capital and issued capital. The authorized capital is the maximum amount of share capital that the Company is authorized by its constitutional documents to issue to its shareholders. Part of the authorized capital can remain unissued. The part of the authorized capital which has been issued to the shareholders is referred to as the issued capital of the Company.

As at the date of this notice, the authorized share capital of the Company is US$55,778,368 divided into 55,778,368 common shares with a nominal value of US$1.00 each, whilst the issued share capital of the Company isUS$48,067,286 divided into 48,067,286 common shares with a nominal value of US$1.00. Consequently, the Company currently has an authorised but unissued share capital of US$7,711,082 or 7,711,082 common shares. The current unissued authorised capital may only be used for rights offerings to the shareholders of the Company.

To allow sufficient flexibility to complete the planned equity funding of the Company it is proposed that the authorized capital of the Company be increased by up to US$130,000,000 comprising up to 130,000,000 new common shares with par value US$1.00, which will be available for issuance and allotment by decision of the Board to existing and/or new shareholders at the discretion of the Board.

Specifically, it is proposed that the authorized capital of the Company be increased from US$55,778,368(consisting of 55,778,368common shares of par value US$1.00 each) up to US$185,778,368 (consisting of up to 185,778,368 common shares of par value US$1.00 each)through the issuance of up to 130,000,000 additional common shares with par value of US$1.00, such new common shares to be issued and allotted to existing shareholders or new investors as further resolved by the Board of Directors in accordance with the Company's Bye-Laws.

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