Noble : 2023 Proxy Statement(opens in new window)For Holders of Shares Traded on Nasdaq Copenhagen A/S

NOBLE CORPORATION plc

3rd Floor, 1 Ashley Road

Altrincham, Cheshire

United Kingdom WA14 2DT

2023

Proxy Statement &

Notice of Annual General

Meeting of Shareholders

A message from

Charles M. Sledge, our Chairman of the Board

Dear Fellow Shareholders,

On behalf of the entire Board of Directors (the "Board") of Noble Corporation plc (the "Company" or "Noble"), we invite you to attend our 2023 Annual General Meeting on Tuesday, May 2, 2023. Noble has experienced a transformational year, culminating with the business combination with Maersk Drilling, which closed in October 2022 and created a new and dynamic leader in the offshore drilling industry. Through this business integration, the Company remains highly focused on delivering safe and outstanding operational performance. In addition to forming a market leading rig fleet supported by an exceptional workforce, this business combination enables Noble to leverage the considerable talent and capabilities that our new organization brings to bear with sustainability and innovation. We are excited about the positioning of the Company and the leadership team in place at the outset of what we anticipate to be a promising industry upturn.

Executing on our Strategy

Noble's ambition is to be the drilling contractor of choice with our customers and to maximize value for our shareholders. Our high-spec deepwater and harsh environment jackup rigs comprise one of the most modern, capable, and highly utilized fleets in the industry. However, the Company's consistent track record on safe and efficient service delivery, as well as the long-term collaborative approach that we undertake with major customers, are equally crucial to our commercial success. Disciplined and returns-driven capital allocation is imperative for maximizing shareholder value, and Noble intends to maintain a conservative balance sheet and to return at least 50% of free cash flow to shareholders going forward.

ESG Initiatives Driving Competitive Advantage

As a leading service provider to many of the world's largest energy companies, we believe ESG is vital to our competitive positioning in the market, as well as to our broader stakeholder alignment. The combination of legacy Noble and Maersk Drilling creates an exciting opportunity to amplify the best of both companies' unique strengths and strategies in this area. Our Board features a Safety and Sustainability committee that oversees performance in this area. Noble has ongoing emissions monitoring and reduction initiatives that include hybrid power solutions (including battery and HVO fuel testing) and, increasingly, data collaboration with customers. Additionally, Noble is proud to have recently commenced initial CO2 injections at Project Greensand (in which we are an equity stakeholder), the world's first industrial scale offshore carbon capture project in Denmark, utilizing the Noble Resolve jackup.

Board Composition is a Key Asset

Our Board reflects the diverse background and perspectives from the legacy Noble and Maersk Drilling boardrooms. This highly qualified group of professionals is deeply engaged and committed to the Company's success, with each director offering unique and critical expertise from a range of energy and external industrial settings. Moreover, the strategic planning and execution of our business integration has been significantly enhanced by the collaborative efforts and leadership of this group. I am grateful to each of our directors for their invaluable contributions and ask for your support for all nominees on this year's ballot.

Ongoing Commitment to Shareholder Engagement

Maintaining an active, open dialogue with our shareholders continues to be a top priority of the Board. Over the past year members of our Board and management team had the pleasure of speaking with a large number of our shareholders. These discussions have spanned a wide variety of topics, including merger-specific items and capital allocation strategy, the ongoing recovery in offshore drilling business fundamentals, governance, ESG initiatives, and our strategy for growth and long-term value creation. Shareholder concerns and advice on these and other topics are vital to our planning, and we remain committed to an open dialogue with shareholders in order to maximize value for the Company.

On behalf of the full Board, we thank you for your continued support and investment in the Company. Your feedback is important to us, so we encourage you to vote for the proposals set forth in this proxy statement, and we look forward to welcoming you at our 2023 Annual Meeting.

Sincerely,

/s/ Charles M. Sledge Charles M. Sledge

Chairman of the Board of Directors

Noble Corporation plc 2023 Proxy Statement

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Notice of 2023 Annual

General Meeting Of

Shareholders

Date and Time:	Location:	Who Can Vote:
May 2, 2023	JW Marriott Grosvenor House London	Shareholders of record on March 13,
1:30 p.m., London time	86-90 Park Lane	2023
	London, United Kingdom W1K 7TN

To the shareholders of Noble Corporation plc:

The 2023 annual general meeting of shareholders (the "Meeting") of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble," or the "Company"), will be held on May 2, 2023, at 1:30 p.m., local time, as a physical meeting at JW Marriott Grosvenor House London, 86-90 Park Lane, London, United Kingdom W1K 7TN.

The items of business proposed by the Company's board of directors (the "Board") are to consider and vote on the resolutions below. Resolutions 1-14 will be proposed as ordinary resolutions.

Ordinary Resolutions

(1) Election of Director.

That Robert W. Eifler be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(2) Election of Director.

That Claus V. Hemmingsen be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(3) Election of Director.

That Alan J. Hirshberg be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(4) Election of Director.

That Kristin H. Holth be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(5) Election of Director.

That Alastair Maxwell be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(6) Election of Director.

That Ann D. Pickard be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

(7) Election of Director.

That Charles M. Sledge be re-elected as a director of the Company for a one-year term that will expire at the annual general meeting in 2024.

1. Ratification of Appointment of PricewaterhouseCoopers LLP (US) as Independent Registered Public Accounting Firm for Fiscal Year 2023.

That the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for fiscal year 2023 be ratified.

1. Re-appointmentof PricewaterhouseCoopers LLP (UK) as UK Statutory Auditor.

That PricewaterhouseCoopers LLP be re-appointed as UK statutory auditors to the Company (to hold office from the conclusion of the Meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company).

(10)Authorization of Audit Committee to Determine UK Statutory Auditors' Compensation.

That the Audit Committee be authorized to determine the Company's UK statutory auditors' compensation.

(11)An Advisory Vote on the Company's Executive Compensation.

That the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement relating to the Meeting pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission, is hereby approved on a non-binding advisory basis.

ii	2023 Proxy Statement Noble Corporation plc

(12)An Advisory Vote on the Ongoing Frequency of Advisory Votes on Executive Compensation.

That shareholders, in an advisory vote, approve a frequency of every year for the submission to shareholders of an advisory vote on the compensation of the Company's named executive officers.

(13)An Advisory Vote on the Company's Directors' Compensation Report.

That the directors' compensation report (other than the part containing the directors' compensation policy) for the year ended December 31, 2022, which is set out in the annual report and accounts of the Company for the year

ended December 31, 2022, be approved on a non-binding advisory basis.

(14)Approval of the Company's Directors' Compensation Policy.

That the directors' compensation policy, which is set out within the directors' compensation report in the annual report and accounts of the Company for the year ended December 31, 2022, be approved.

Please refer to the proxy statement being delivered with this Meeting Notice for detailed information on each of the above resolutions and further information regarding the Meeting.

Organizational Matters

We will also consider any other business that may properly come before the Meeting and any adjournment or postponement of the meeting. All of our shareholders of record at the close of business on March 13, 2023 are entitled to notice of, and to attend and vote at, the Meeting. A list of such shareholders will be open to examination by any shareholder for a period of ten days prior to the Meeting during ordinary business hours at our executive offices located at 13135 Dairy Ashford, Suite 800 Sugar Land, TX 77478.

On or about March 23, 2023, we plan to commence mailing a Notice of Internet Availability of Proxy Materials and publish a notice in Denmark, each containing instructions on how to access our proxy statement and our 2022 Annual Report on Form 10-K (our "2022 Annual Report") via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. Our 2022 Annual Report, Notice of Internet Availability of Proxy Materials and proxy card are also first being made available online on or about March 23, 2023.

The shares represented by all valid proxies received by telephone, by Internet or by mail will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies will be voted:

• for the nominees for directors named in Resolutions 1-7 in this proxy statement;

• for the resolutions relating to the ratification of the appointment of PricewaterhouseCoopers LLP (US) as the independent registered public accounting firm, the appointment of PricewaterhouseCoopers LLP (UK) as UK statutory auditor, and the authority to set the compensation of PricewaterhouseCoopers LLP (UK) as set forth in Resolutions 8-10;
• for the approval of the advisory resolutions on executive and director compensation set forth in Resolutions 11 and 13;
• for "every year" as the frequency of the "say on pay" vote in Resolution 12;
• for the binding vote on our director compensation policy set forth in Resolution 14; and
• if any other matters are properly presented at the Meeting (including any motion to adjourn the Meeting), as directed by our Board.

Please note that shareholders of record or their duly appointed proxies attending the Meeting in person are required to show their proxy card and proper identification on the day of the Meeting. In order to determine attendance correctly, any shareholder or proxy leaving the Meeting early or temporarily is requested to present such shareholder's proxy card and proper identification upon exit.

Attendance, Voting and Other Procedures for Holders of Shares Traded on Nasdaq Copenhagen A/S

For the holders of shares held through Euronext and traded on Nasdaq Copenhagen A/S, a description of the procedures for attending and voting at the annual general meeting of shareholders, including voting by proxy and copies of the relevant forms to be completed,

are available at https://noblecorp.com/2023-Annual-General-Meeting. Please note that the procedures for the holders of shares traded on Nasdaq Copenhagen A/S are different to the procedures set out in this Proxy Statement for the holders of shares traded on the NYSE.

Noble Corporation plc 2023 Proxy Statement

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