Valaris (VAL) Proxy Filing summary

Executive summary

• Agreement announced for a business combination between Valaris and Transocean, aiming to create a stronger, more versatile offshore drilling company.

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

• Both companies will continue to operate independently in the near term, with no immediate changes to day-to-day operations.

• The combination is expected to enhance service capabilities in key regions and segments where demand is strongest.

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

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve transaction-related proposals via a joint proxy statement.

• The joint proxy statement and related materials will be filed with the SEC and disseminated to shareholders.

Board of directors and corporate governance

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

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