Transocean (RIG) Proxy filing summary

Executive summary

• Entered into a support agreement with Famatown Finance Limited and others to nominate Kristian Johansen for election to the board, contingent on the completion of the Valaris acquisition and shareholder approval at an extraordinary general meeting.

• The agreement provides Famatown with nomination and observer rights for up to two years, subject to certain conditions, and includes standstill and voting covenants.

• The business combination with Valaris will be executed via a scheme of arrangement under Bermuda law, with a joint proxy statement filed for shareholder approval.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed business combination with Valaris and the election of Kristian Johansen to the board at an extraordinary general meeting.

• The joint proxy statement will seek approval for transaction-related proposals from both Transocean and Valaris shareholders.

Board of directors and corporate governance

• Kristian Johansen will be nominated for election to the board at the extraordinary general meeting and at subsequent meetings during a two-year re-nomination period, unless terminated earlier.

• If Johansen is not elected or ceases to serve, Famatown may nominate a replacement director, subject to board approval.

• Famatown may designate a board observer if its nominee is not serving as a director, with rights to attend meetings and receive materials, but without voting rights.

• The agreement terminates if Famatown’s ownership drops below 3.5%, if standstill/voting covenants are breached, or if the nominee fails to comply with company policies.