Valaris (VAL) Proxy Filing summary

Executive summary

• Agreement signed to combine with Transocean in an all-stock transaction, creating a leading offshore drilling company with a global footprint and diversified fleet.

• Transaction expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

• Combined company will operate under the Transocean name, remain incorporated in Switzerland, and have its primary administrative office in Houston.

• Integration planning will begin soon, but both companies will operate independently until closing.

• Forward-looking statements caution that actual results may differ due to various risks and uncertainties.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction, with a joint proxy statement to be filed and disseminated to shareholders.

• The transaction is structured as a scheme of arrangement under Bermuda law.

Board of directors and corporate governance

• Post-transaction, the combined company will be led by Transocean's executive team, with Keelan Adamson as CEO and Jeremy Thigpen as Executive Chairman.

• Transocean's leadership and board structure will form the foundation of the combined organization.