Noble (NE) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders are asked to approve the terms of agreements and counterparties for potential repurchase of up to 23,800,068 Class A ordinary shares, representing 14.99% of issued share capital as of March 10, 2025.

• Approval is sought for two forms of repurchase contracts with specified financial institutions as counterparties, allowing flexibility in execution and compliance with U.S. and UK regulations.

• The authorization, if granted, will be valid for five years and does not obligate the initiation or timing of any repurchase program.

• Repurchased shares may be held in treasury or cancelled, with the decision at the Board's discretion at the time of purchase.

• If not approved, repurchase authority remains limited to prior authorization expiring in May 2027, with a reduced share limit.

Shareholder rights and capital structure

• Share repurchases require shareholder approval under the UK Companies Act, despite not being required by the SEC or NYSE.

• Only specified counterparties (JPMorgan Chase, Barclays, DNB Capital, HSBC, Wells Fargo) are eligible for repurchase contracts.

• Directors are authorized to execute all necessary actions for share repurchases under approved contracts.

Board of directors and corporate governance

• The Board will only exercise repurchase authority after considering market conditions, investment opportunities, and financial position.

• Board unanimously recommends voting in favor of the resolution.