Transocean (RIG) Proxy filing summary

Executive summary

• Transocean and Valaris propose a business combination, with Transocean acquiring all Valaris shares via a court-sanctioned scheme of arrangement, exchanging each Valaris share for 15.235 Transocean shares, subject to adjustments.

• The combined company will be owned approximately 53% by Transocean shareholders and 47% by Valaris shareholders on a fully diluted basis.

• The boards of both companies unanimously recommend shareholders vote in favor of the proposed resolutions to effect the combination.

• The transaction is expected to close in the second half of 2026, pending regulatory, court, and shareholder approvals.

Voting matters and shareholder proposals

• Transocean shareholders will vote on share issuance, amendments to articles, director and committee elections, and removal of obsolete provisions.

• Valaris shareholders will vote on the scheme of arrangement, an advisory compensation proposal, and a potential adjournment of the court meeting.

• Approval of key resolutions by both sets of shareholders is a condition to closing; failure to approve may trigger termination fees.

Board of directors and corporate governance

• The combined board will include two Valaris nominees, Dick Fagerstal and Kristian Johansen, replacing two current Transocean directors.

• Board and committee elections are contingent on the completion of the business combination.

• The combined company will maintain a board of up to 11 members, with a majority of independent directors.