Valaris Ltd

1. 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

   The proposal asks Valaris shareholders to approve the court-sanctioned Scheme of Arrangement implementing the Transocean-Valaris business combination. Under the transaction, Transocean would acquire all issued and outstanding Valaris Shares. Each eligible Valaris Share would be exchanged for 15.235 Transocean Shares, subject to customary adjustments, with cash paid in lieu of fractional shares. Approval requires a majority in number of participating shareholders representing at least 75% in value of the shares represented and voted at the Court Meeting. The Scheme also requires sanction by the Supreme Court of Bermuda and delivery of the Sanction Order for registration. Approval is a condition to closing, so failure would prevent the combination from being completed. The Valaris Board unanimously concluded that the transaction is advisable, fair, and in the best interests of Valaris and its shareholders. The board’s recommendation reflects the negotiated exchange ratio, expected synergies, strategic combination benefits, and the fairness opinion delivered by Goldman Sachs.

2. 1

   Transocean Ordinary Share Capital Increase Resolution

   ManagementBoard: FOR

   Approve issuance of up to 1,163,640,159 new Transocean Shares at an exchange ratio of 15.235 shares per eligible Valaris Share in connection with the Business Combination.

   More detail

   The proposal authorizes the ordinary share capital increase needed to issue the transaction consideration to Valaris shareholders. Transocean would issue 15.235 new Transocean Shares for each eligible Valaris Share. The maximum issuance is 1,163,640,159 shares, subject to customary adjustments for specified corporate actions. The increase would be effected on a non-preemptive-rights basis against an in-kind contribution of Valaris Shares. Existing Transocean shareholders’ preferential subscription rights would be withdrawn and allocated to a transfer agent acting for Valaris shareholders. The issuance is central to the all-stock structure and avoids incremental cash acquisition financing. Approval, registration with the Swiss Commercial Register, and the related capital-band and NYSE approvals are conditions to closing. The Transocean Board unanimously recommends voting FOR because the issuance is necessary to consummate the negotiated Business Combination.

3. 2

   Valaris Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that may be paid or become payable to Valaris named executive officers in connection with the business combination.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, transaction-related compensation for Valaris named executive officers. The compensation includes cash severance, accelerated or converted equity awards, and specified health, outplacement, legal-fee, and other benefits. The disclosure is presented under the SEC’s Item 402(t) golden-parachute rules. The vote is required as an advisory say-on-golden-parachutes vote under Dodd-Frank and Rule 14a-21(c). It does not bind Valaris or the Valaris Board. The underlying compensation arrangements are contractual and generally are not subject to shareholder approval. Accordingly, the named executive officers may remain eligible for the compensation regardless of the vote’s outcome if the transaction closes. The Valaris Board recommends voting FOR, while acknowledging that the arrangements arise from existing employment, severance, equity, and change-in-control provisions. Approval is not a condition to completion of the Business Combination.

4. 2

   Transocean Capital Band Resolution

   ManagementBoard: FOR

   Amend the Transocean Articles to create a capital band authorizing issuance of up to 126,490,949 shares for incentive awards and Valaris warrants.

   More detail

   The proposal would amend the Transocean Articles to establish a transaction-specific capital band. The band would authorize the Transocean Board to issue up to 126,490,949 shares without seeking another shareholder vote for each issuance. The shares would support Transocean’s long-term incentive plan, the conversion or settlement of Valaris equity awards, and the assumed Valaris warrants. The authorization is intended to provide sufficient shares for obligations arising at closing and afterward. Existing shareholders’ subscription rights would be excluded because the shares are reserved for these specified obligations. The proposal reflects the need to integrate Valaris compensation and warrant instruments into Transocean’s equity structure. It is interdependent with the ordinary share capital increase and NYSE 20% issuance proposal, and all three must be approved for the relevant resolutions and elections to become effective. The Transocean Board recommends voting FOR because the capital band is necessary to implement the agreed treatment of awards and warrants and maintain compensation-plan flexibility.

5. 3

   Valaris Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Valaris Court Meeting if necessary to provide updated materials or solicit additional votes for the Valaris Transaction Resolution.

   More detail

   The proposal would authorize adjournment of the Valaris Court Meeting to a later date or time. An adjournment could be used to allow shareholders adequate time to review a necessary supplement or amendment to the proxy materials. It could also be used to solicit additional proxies if the Transaction Resolution lacks sufficient support when the meeting occurs. The proposal is procedural and does not itself approve the Scheme of Arrangement. Approval is not a condition to completion of the Business Combination. Valaris states that it does not intend to call a vote on this proposal if the Transaction Resolution is approved. Approval requires a majority of votes cast by shareholders present and voting. The Valaris Board unanimously recommends voting FOR to preserve flexibility in completing the shareholder approval process.

6. 3

   NYSE 20% Share Issuance Proposal

   ManagementBoard: FOR

   Approve, for NYSE compliance, issuance of Transocean Shares under the ordinary capital increase and capital band in excess of 20% of outstanding shares.

   More detail

   The proposal seeks shareholder approval under Section 312.03(c) of the NYSE Listed Company Manual. It covers the Transocean Shares to be issued under both the ordinary share capital increase and the capital band. The filing states that up to approximately 96% of Transocean’s outstanding shares may be issued in connection with the Business Combination. Because the contemplated issuance exceeds the NYSE’s 20% threshold, a separate shareholder vote is required. The proposal does not independently establish the exchange ratio or authorize a different transaction consideration. Instead, it provides the exchange-listing approval needed for the issuances authorized by proposals 1 and 2. Approval is a condition to closing and is interdependent with those two resolutions. The Transocean Board recommends voting FOR because NYSE approval is necessary to complete the all-stock transaction and list the issued shares.

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 completion of the Business Combination.

   More detail

   The proposal asks shareholders to elect William F. “Bill” Lacey and Domenic J. “Nick” Dell’Osso, Jr. to Transocean’s Compensation Committee. Both nominees are existing Transocean directors and are described as independent. The proposed changes are part of a broader governance reorganization connected with the Business Combination. Vanessa C.L. Chang and Frederico F. Curado would step down from the committee, while Glyn A. Barker would continue serving. The nominees bring finance, accounting, human-capital, energy, governance, and executive leadership experience. Their terms would begin only upon consummation of the Business Combination and would run through the next annual general meeting. Approval is not a condition to closing, although the elections would not become effective if the combination does not close. The Transocean Board recommends voting FOR because it believes the revised committee composition is appropriate for the post-combination company.

9. 6

   Additional Transocean Resolution

   ManagementBoard: FOR

   Amend the Transocean Articles to remove obsolete Article 38 and the related reference in Article 22.

   More detail

   The proposal would remove Article 38 from the Transocean Articles and eliminate the corresponding reference in Article 22. Article 38 authorized a temporary increase in the maximum number of directors through completion of Transocean’s 2015 annual general meeting. Because that meeting occurred long ago, the provision is obsolete and no longer operative. The amendment is therefore intended as a housekeeping and governance-document cleanup. It does not authorize new shares, alter the exchange ratio, or affect the Scheme of Arrangement. The filing expressly states that the proposal is unrelated to the Business Combination. Its approval is not a condition to closing, and failure to approve it would leave the obsolete provision in place. The Transocean Board recommends voting FOR to align the Articles with the company’s current governance structure.

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When is the Valaris Ltd 2026 special meeting?

Valaris Ltd (VAL) holds its 2026 special shareholder meeting on Tuesday, November 24, 2026.

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

The record date for the Valaris 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 Valaris Ltd's 2026 meeting?

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

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

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