Transocean Ltd

1. 1

   Transocean Ordinary Share Capital Increase Resolution

   ManagementBoard: FOR

   Approve issuing 15.235 new Transocean Shares for each eligible Valaris Share, up to 1,163,640,159 shares, through a non-preemptive ordinary share capital increase to fund the Business Combination.

   More detail

   This proposal asks Transocean shareholders to authorize the principal equity consideration for the acquisition of Valaris. Eligible Valaris shareholders would receive 15.235 Transocean shares for each Valaris share they hold immediately before closing. The issuance is capped at 1,163,640,159 new Transocean shares and would occur through an ordinary share capital increase. Existing Transocean shareholders’ preemptive rights would be withdrawn, reflecting the transaction-specific nature of the issuance. The proposal is subject to customary adjustment mechanics for splits, consolidations, dividends, reorganizations, and similar capital changes before closing. Approval is a condition to the Business Combination and is interdependent with the capital-band and NYSE 20% issuance proposals. The board recommends voting FOR because the issuance is necessary to deliver the negotiated merger consideration and complete the all-stock transaction. If the Business Combination fails to close, no shares would be issued under this resolution even if shareholders approve it.

2. 1

   Valaris Transaction Resolution

   ManagementBoard: FOR

   Approve the Scheme of Arrangement under which Transocean will acquire all issued and outstanding Valaris shares in exchange for Transocean shares.

   More detail

   This proposal asks Valaris shareholders to approve the court-sanctioned Scheme of Arrangement implementing the acquisition of Valaris by Transocean. Under the proposed scheme, eligible Valaris shareholders would receive 15.235 Transocean shares for each Valaris share, subject to customary adjustments and cash in lieu of fractional shares. Approval requires both a majority in number of shareholders present and voting and at least 75% in value of the shares present and voting. The scheme also requires sanction by the Supreme Court of Bermuda and satisfaction of other transaction conditions. If effective, Valaris would become a wholly owned subsidiary of Transocean and Valaris shares would cease to represent shareholder ownership. The Valaris Board cited the negotiated premium, expected synergies exceeding $200 million, diversified fleet exposure, and approximately 47% pro forma ownership for Valaris shareholders as key benefits. The board also considered transaction risks, including the fixed exchange ratio, execution uncertainty, integration risks, and the absence of dissenters’ rights. The proposal is a condition to closing, so failure to approve it would prevent the Business Combination. The board unanimously recommends voting FOR.

3. 2

   Transocean Capital Band Resolution

   ManagementBoard: FOR

   Approve amending Transocean’s Articles to establish a capital band authorizing issuance of up to 126,490,949 shares for Transocean and Valaris equity awards and Valaris warrants.

   More detail

   This proposal would amend Transocean’s Articles to create a transaction-specific capital band. The band would authorize the board to issue up to 126,490,949 additional Transocean shares. The shares would be used for awards under Transocean’s long-term incentive plan, converted or assumed Valaris equity awards, and Valaris warrants. The authorization is intended to ensure that the Combined Company can honor existing contractual and compensation obligations without returning to shareholders for each issuance. Existing shareholders’ subscription rights would be excluded for these issuances because the shares are reserved for specified beneficiaries. The proposal also supports the post-closing integration of Valaris awards and the continuing operation of Transocean’s incentive arrangements. Approval is a condition to closing and is interdependent with the ordinary share capital increase and NYSE 20% issuance proposal. The board recommends voting FOR because the capital band is necessary to implement the agreed treatment of equity awards and warrants and to preserve compensation continuity. If the Business Combination is not completed, the proposed capital-band amendment will not become effective.

4. 2

   Valaris Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation payable to Valaris named executive officers in connection with the Business Combination.

   More detail

   This proposal asks Valaris shareholders to approve, on a non-binding advisory basis, compensation that may be paid to Valaris’s named executive officers because of or in connection with the Business Combination. The disclosed amounts include cash severance, accelerated or converted equity awards, health and other benefits, outplacement services, and legal-fee reimbursements. The compensation arrangements include both single-trigger and double-trigger elements, depending on the award or benefit. Under the assumptions used in the filing, total potential payments range from approximately $8.3 million for Davor Vukadin to $36.4 million for Anton Dibowitz. The advisory vote is required under Dodd-Frank and Rule 14a-21(c), but it is not binding on Valaris or the board. It is also not a condition to closing the Business Combination. The filing states that the contractual arrangements remain operative regardless of the vote’s outcome if the transaction closes. The board recommends voting FOR, consistent with its broader recommendation of the Business Combination. The proposal gives shareholders a separate opportunity to express their view on transaction-related executive compensation without granting them a veto over the underlying contracts.

5. 3

   NYSE 20% Share Issuance Proposal

   ManagementBoard: FOR

   Approve, under NYSE rules, the issuance of Transocean shares authorized by the two share-issuance resolutions, which could represent approximately 96% of Transocean’s outstanding shares.

   More detail

   This proposal seeks the shareholder approval required by Section 312.03(c) of the NYSE Listed Company Manual. Transocean expects to issue up to 1,163,640,159 shares for Valaris shares and up to 126,490,949 additional shares under the capital band. Together, those potential issuances represented approximately 96% of Transocean’s outstanding shares as of October 7, 2026. The proposal does not independently authorize the underlying issuances; it provides the NYSE-required approval for issuances approved through the two Share Issuance Resolutions. Approval is therefore tied directly to the transaction’s share consideration and post-closing equity-award and warrant obligations. The proposal is a closing condition and is expressly interdependent with the ordinary share capital increase and capital-band resolutions. If all three resolutions are not approved, none of them and the related elections become effective. The board recommends voting FOR because the NYSE approval is required for the transaction to proceed. The proposal also highlights the substantial dilution that existing Transocean shareholders would experience if the Business Combination closes.

6. 3

   Valaris Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Valaris Court Meeting if needed to provide supplemental disclosure or solicit additional votes for the Scheme of Arrangement.

   More detail

   This proposal would authorize adjournment of the Valaris Court Meeting if additional time is needed. The stated purposes are to provide shareholders a reasonable opportunity to review supplemental or amended proxy disclosure or to solicit additional proxies supporting the Valaris Transaction Resolution. The authority is procedural and does not itself approve the Scheme of Arrangement or alter the merger consideration. Valaris does not intend to call a vote on adjournment if the Transaction Resolution is already approved. Approval is not a condition to closing, unlike the Transaction Resolution. The proposal could be useful if attendance or voting support is insufficient to satisfy the numerosity and 75%-in-value requirements for the scheme. It also gives the company flexibility to address disclosure developments without allowing the meeting to proceed on potentially incomplete information. The board unanimously recommends voting FOR. The proposal is therefore a meeting-management measure supporting, but not independently determining, the outcome of the Business Combination.

7. 4

   Board Election Resolutions

   ManagementBoard: FOR

   Elect Dick Fagerstal and Kristian Johansen as new Transocean directors, effective upon and subject to completion of the Business Combination.

8. 5

   Compensation Committee Election Resolutions

   ManagementBoard: FOR

   Elect William F. “Bill” Lacey and Domenic J. “Nick” Dell’Osso, Jr. as new members of Transocean’s Compensation Committee, effective upon and subject to completion of the Business Combination.

9. 6

   Additional Transocean Resolution

   ManagementBoard: FOR

   Approve amendments to Transocean’s Articles to remove obsolete Article 38 and the related reference in Article 22.

   More detail

   This proposal asks shareholders to clean up Transocean’s Articles by deleting obsolete Article 38. Article 38 permitted a temporary increase in the maximum number of directors through completion of the 2015 annual general meeting. Because that period has expired, the provision no longer has operative effect. The proposal would also remove the related reference to Article 38 from Article 22, which addresses board size. It is a housekeeping amendment rather than a transaction implementation measure. Approval is not a condition to completing the Business Combination. The resolution would not authorize new capital, alter shareholder economics, or change the board’s substantive governance framework beyond removing the obsolete text. The board recommends voting FOR because the amendment would make the Articles accurate and internally consistent. The board states that if the proposal is rejected, Article 38 and the related reference will remain in the Articles.

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When is the Transocean Ltd 2026 special meeting?

Transocean Ltd (RIG) holds its 2026 special shareholder meeting on Tuesday, November 24, 2026.

What is the record date for the Transocean Ltd 2026 meeting?

The record date for the Transocean Ltd 2026 meeting is Monday, November 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Transocean Ltd's 2026 meeting?

The board is presenting 2 director nominees at the Transocean Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Transocean Ltd 2026 meeting?

Shareholders will vote on 9 proposals at the Transocean Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.