Valaris (VAL) Proxy filing summary

Executive summary

• Business Combination Agreement provides for Transocean to acquire all outstanding common shares for 15.235 Transocean shares per share through a Bermuda court-sanctioned scheme; closing anticipated on or about Dec. 1, 2026, subject to approvals and court sanction.

• Valaris and Transocean filed their joint definitive proxy statement on Oct. 14, 2026; shareholder meetings are scheduled for Nov. 24, 2026.

Voting matters and shareholder proposals

• At the Nov. 24, 2026 court-ordered meeting, shareholders will vote on the scheme of arrangement and related transaction matters; Transocean shareholders will vote on required transaction matters at their extraordinary general meeting.

• If both shareholder approvals are obtained, an application will be made to the Supreme Court of Bermuda for sanction; the hearing is scheduled for Nov. 26, 2026 at 11:00 a.m. Bermuda time.

Shareholder rights and capital structure

• The scheme would exchange each outstanding common share for 15.235 Transocean shares; securities issued under the scheme are anticipated to rely on a U.S. registration exemption under Securities Act Section 3(a)(10).

• Shareholders of record may appear in person or by counsel at the Bermuda sanction hearing.