Transocean (RIG) Proxy Filing summary

Executive summary

• Announced agreement to acquire Valaris, forming a leading offshore drilling company with a combined fleet of 73 rigs, including 33 ultra-deepwater drillships, 9 semi-submersibles, and 31 modern jackups.

• The transaction is structured as a scheme of arrangement under Bermuda law, with a Business Combination Agreement dated February 9, 2026.

• Forward-looking statements highlight anticipated benefits, but also caution about significant risks and uncertainties that could affect the outcome.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed business combination, with a joint proxy statement to be filed and disseminated to both companies' shareholders.

• The joint proxy statement will detail transaction-related proposals for shareholder consideration.

Board of directors and corporate governance

• Directors and executive officers of both companies may be considered participants in the proxy solicitation process.

• Information about the interests and security holdings of directors and executive officers will be included in the joint proxy statement.