23 March 2022 - Hamilton, Bermuda

This statement (the "Statement") is made by the board of directors (the "Board")
of Northern Drilling Ltd. (the "Company") pursuant to section 6-16 of the
Norwegian Securities Trading Act (the "NSTA") in connection with the mandatory
offer from Hemen Holding Ltd. ("Hemen Holding" or the "Offeror") to acquire all
issued shares in the Company (the "Shares") not already owned by the Offeror
against a cash consideration of NOK 17 per Share (the "Offer Price") on the
terms and conditions set out in the offer document dated 1 March 2022 (the
"Offer Document"). The Board has decided that board member Marius Hermansen is
disqualified to participate in the discussions and decision relating to this
Statement. The remaining directors are not disqualified and thus form a quorum.
Oslo Stock Exchange, in its capacity as takeover authority in Norway, has
decided that the remaining three directors shall issue this Statement on behalf
of the Company.

1.	INTRODUCTION
On 7 February 2022, Hemen Holding announced that it had acquired in total 9,300
shares in the Company and subsequent to such acquisition, Hemen Holding held
6,453,826 shares in the Company, representing approx. 40% of the shares and
votes in the Company. The transaction hence triggered an obligation for Hemen
Holding to make a mandatory offer pursuant to section 6-6 (1) of the NSTA.
Subsequent to triggering the mandatory offer obligation, Hemen acquired
additional shares in the market. As at the date of the Offer Document, Hemen
Holding holds 6,470,854 shares in the Company, representing 40.10% of the total
number of outstanding shares and votes in the Company. 

On 1 March 2022, Hemen Holding launched the offer to acquire all remaining
shares in the Company that is not already owned by Hemen Holding, pursuant to
and in accordance with the Offer Document. 

2.	THE OFFER
The Offer is a mandatory offer made pursuant to Chapter 6 of the Norwegian
Securities Trading Act, which, inter alia, means that there are no conditions
for completion of the Offer. The acceptance period for the Offer is from and
including 2 March 2022 until 16:30 (CEST) on 30 March 2022. The Board notes that
Hemen Holding, subject to approval by the Oslo Stock Exchange, has reserved the
right to amend the offer. The Offeror may consequently, subject to approval by
the Oslo Stock Exchange, extend the acceptance period, one or more times, so
that the aggregate acceptance period amounts to a total of up to six weeks.
Shareholders in the Company should take note that their acceptance of the Offer
must be submitted during the acceptance period, and that an acceptance of the
Offer is, according to the acceptance form provided with the Offer Document,
binding, and cannot be withdrawn or amended after receipt of the acceptance by
the receiving agent on behalf of the Offeror. The Offer Price will be settled
through cash payment in NOK from the Offeror to the accepting shareholders. The
Offer of NOK 17 per Share values the total share capital of the Company to NOK
274,261,289 (based on 16,133,017 Shares outstanding in the Company as of the
date of this Statement). 

The Offer Price represents a premium of: 

o	24 % over the last closing price of the Shares on 4 February 2022 
       (last trading date before announcement of the Transaction). 

o	19 % over the average volume-weighted share price during 
        the 30 day period ending on 4 February 2022.

 
o	25 % over the average volume-weighted share price during 
        the three-month period ending on 4 February 2022.

 
o	31 % over the average volume-weighted share price during 
        the six-month period ending on 4 February 2022. 

o	33 % over the average volume-weighted share price during 
        the 12-month period ending on 4 February 2022. 

Further detailed information about the Offer is set out in the Offer Document.
The Offer Document states in section 1.10 that the Offer will be financed by
existing funds available to the Offeror, and that the Offeror may also choose to
draw on existing loan facilities in connection with settlement of the Offer. The
Offeror has provided a bank guarantee issued by DNB Bank ASA in the amount of
NOK 164,256,771, as required under section 6-10 (7) of the NSTA. If the Offeror
as a result of the offer acquires more than 90% of the total amount of shares
and votes in the Company, it will have the right to resolve (and the remaining
shareholders in the Company will have a right to require) a compulsory
acquisition of the remaining Shares in the Company not owned by the Offeror
(squeeze-out). The Board notes that the Offer Document states in section 1.22
that "the Offeror may complete a compulsory acquisition (squeeze-out) of the
remaining Shares (if any) following completion of the Offer and that any
compulsory acquisition initiated by the Offeror following completion of the
Offer will be initiated on the same terms and conditions as the Offer, subject
to compliance with Bermuda law. According to section 1.23 of the Offer Document,
the Offeror has reserved its right to propose that the general meeting of the
Company resolves to apply to Oslo Stock Exchange for a de-listing of the Shares.
The passing of such resolution will require that shareholders representing not
less than 2/3 majority votes in favour of the resolution. The final decision on
whether to approve an application for de-listing lies with Oslo Stock Exchange
pursuant to the provisions set out in Oslo Stock Exchange Rule book II.

3.	CONSEQUENCES/EFFECTS OF THE OFFER FOR THE COMPANY AND ITS EMPLOYEES
As stated in section 1.4 of the Offer Document, the Offeror has no specific
plans for any reorganisation or similar process involving the Company or any of
its subsidiaries. Furthermore, as stated in section 1.16 of the Offer Document,
Hemen Holding does not have any specific plans, and is not aware of any other
circumstances relating to completion of the Offer, that will have any legal,
financial or work related consequences for the Company's employees. The Company
only has one employee, and has not received any statement from this employee
concerning the Offer. 

4.	THE BOARD'S ASSESSMENT 
The Board has reviewed the Offer and considered factors that the Board deems
material and relevant for the assessment of whether the Offer should be accepted
by the shareholders of the Company. For the purposes of the preparation of this
Statement, the Board has consulted with SpareBank 1 Markets ("SpareBank 1
Markets") as financial advisor. SpareBank 1 Markets has provided a fairness
opinion dated 22 March 2022 in accordance with the recommendation in the
Norwegian Code of Practice for Corporate Governance (the "Fairness Opinion").
The Fairness Opinion is based, inter alia, on various generally accepted
valuation methods and provides that the Offer Price is not fair from a financial
point of view. The Fairness Opinion is attached to this Statement. 

The Board has noted that the Offer Price represents a premium of 19%, 25%, 31%
and 33%, respectively, over the 30 day, 3-month, 6-month and 12-month
volume-weighted average price of the Share. The Offer Price represents a premium
to historical trading, however as supported by SpareBank 1 Markets, the Board is
of the view that the fundamental expected value of the Company taking into
account the expected value of the ongoing disputes of its subsidiary buying
companies (the "Buyers"), is significantly higher than the value supported by
the Offer Price. In order for the value of the Company to be lower than the
Offer Price, the Buyers must do less well in the disputes than the Board's
current expected value. The Board notes that shareholders who want or need
liquidity, or do not want to contribute additional capital towards expected
litigation costs, may still have an interest in accepting the Offer.

All in all, and taking into account the uncertainty relating to the value of the
Offer compared to the underlying assets of the Group, the Board finds that it
cannot make a recommendation as to whether or not shareholders should accept the
offer. The assessment by the Board in this Statement is unanimous. The Board
recommends each shareholder to consider the Offer considering the factors set
out herein and other relevant information, and on this basis and in accordance
with its own judgment and preferences to make an independent evaluation of
whether or not to accept the Offer with respect to its Shares. The Board retains
the right to amend, qualify or withdraw its Statement to the extent that any
amendments are made by the Offeror in respect of the Offer or if an amended
offer is made, cf. section 1.5 of the Offer Document.

5.	MEMBERS OF THE BOARD AND THE CEO OF THE COMPANY
Other than board member Marius Hermansen who does not participate in giving this
statement, none of the remaining members of the Board of Directors, nor the CEO
of the Company hold any shares in the Company. The board has been informed that
Marius Hermansen does not intend to accept the offer in his capacity as
shareholder. 

The undersigned members of the Board and the members of the executive management
of the Company, including any close associates, do not have any current or
recent affiliation with the Offeror.


The Board of Directors of Northern Drilling Ltd.