Noble (NE) Proxy filing summary

Executive summary

• Completed acquisition of Diamond Offshore in 2024, furthering industry leadership and expanding the fleet and backlog.

• Achieved strong financial performance with improved earnings, cash flow, and high operational uptime (97%) in 2024.

• Returned $300 million via share repurchases and $276 million in dividends to shareholders in 2024.

• Board composition refreshed with diverse expertise from recent mergers and new appointments.

• ESG initiatives advanced, including a target for 20% reduction in carbon intensity per contracted day by 2030.

Voting matters and shareholder proposals

• Shareholders to vote on election/re-election of seven directors, ratification of auditors, executive compensation (say-on-pay), directors’ remuneration report, share allotment authorities, and share repurchase authorization.

• Resolutions 1-13 and 15 are ordinary; Resolution 14 (allotment without pre-emption rights) is a special resolution requiring 75% approval.

• Shareholder proposals and nominations for the 2026 AGM must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Board consists of seven members post-AGM, with 85.7% independence and an average tenure of three years.

• Board committees: Audit, Compensation, Nominating & Governance, and Safety & Sustainability, all chaired by independent directors.

• Mandatory retirement age of 72 for directors; board refreshment emphasized.

• Director skills matrix covers energy, finance, legal, innovation, ESG, and risk management.

• Share ownership policy requires directors to hold shares worth five times their annual retainer.