Seadrill : 2022 AGM Minutes

MINUTES of the 2022 Annual General Meeting of Members of

Seadrill Limited (the "Company") held at

the Rosewood Hotel, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda on

March 21, 2023 at 10:00 a.m. (Bermuda time)

Present:	Julie Robertson
	Jean Cahuzac
	Jan Kjaervik
	Mark McCollum
	Andrew Schultz
	Paul Smith
	Ana Zambelli
	Simon Johnson
	Grant Creed
	Leif Nelson
	Torsten Sauer-Petersen
	Samir Ali
	Todd Strickler
	Martyn Svensen
	Jennifer Panchaud
Represented by Proxy:	29,572,848 Ordinary Shares
Total Shares Outstanding:	49,999,998 Ordinary Shares

1. Chairman, notice and quorum
   Julie Robertson acted as Chair. Todd Strickler, Senior Vice President and General Counsel of the Company, acted as Secretary to the meeting and reported that notice convening this meeting had been given in accordance with the provisions of the Bye- Laws and confirmed that a quorum was present.
2. Laying of the Audited Financial Statements for the Year Ended December 31, 2021
   In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2021 were laid before the Meeting. These statements had been approved by the Directors of the Company and were provided to Shareholders by inclusion in the annual Report on Form 20-F.
3. Agenda of Meeting
   The Chair noted that following constructive discussions with shareholders the Board of Directors of Seadrill had decided to withdraw its proposals to approve the management incentive plan (Proposal 4 of the Company's notice and proxy statement) and amend

the Bye-laws of the Company (Proposal 5 in the Company's notice and proxy statement) pending further consideration of the proposals. Accordingly, the Company announced on March 16th 2023 its intention not to put Proposals 4 and 5 to a vote at this meeting. The Chair explained that Proposals 1, 2, 3 and 6 (as described in the notice of the meeting) would be voted on at the meeting; however, Proposals 4 and 5 would not. The meeting proceeded on this basis.

4. Adoption of Company Resolutions

The Chair referred to the resolutions to be proposed at this Meeting and reported that the Company had received valid proxies. It was reported that proxies and poll slips had been received from shareholders holding in aggregate 29,572,848 ordinary shares..

The Chair reported that the results in respect of Proposals 1, 2, 3 and 6 as set out in the Notice of the Meeting were as follows:

Resolution	For	Against	Abstentions1	Total votes	Vote in
				cast	Favour (%
					of total
					votes)
1.a	28,777,156	795,424	268	29,572,580	97.31
1.b	29,572,292	289	267	29,572,581	99.99
1.c	29,572,291	290	267	29,572,581	99.99
1.d	29,457,216	115,315	317	29,572,531	99.61
1.e	29,447,434	125,097	317	29,572,531	99.58
1.f	29,447,433	125,098	317	29,572,531	99.58
1.g	29,572,299	282	267	29,572,581	99.99
2.	29,572,410	409	29	29,572,819	99.99
3.	21,268,210	8,304,086	552	29,572,296	71.92
6.	21,914,868	7,657,956	24	29,572,824	74.10

Following the counting of the results, the Chair declared the following RESOLUTIONS had passed:

1. To re-elect, by way of separate resolutions, each of the incumbent directors of the Company to serve until the next annual general meeting being;

1. Julie Robertson
2. Jean Cahuzac
3. Jan Kjaervik
4. Marc McCollum
5. Andrew Schultz
6. Paul Smith
7. Ana Zambelli

1 Abstentions are not counted for the purposes total votes cast.

1. To appoint PricewaterhouseCoopers LLP as auditor to serve as the auditor of the Company for the financial year ended December 31, 2022 and until the close of the next annual general meeting, and to authorize the Board of Directors (acting through the Audit and Risk Committee) to determine the remuneration of PricewaterhouseCoopers LLP;
2. To ratify, approve and confirm the remuneration of the Directors of the Company for the 2022 financial year and to approve the remuneration of the Directors of the Company for the 2023 financial year; and
3. To approve an increase of the number of Directors of the Company to nine (9) and authorize the Board to fill the vacancies of two (2) Directors.

5. Any Other Business

There being no further business, the proceedings were concluded.

Julie Robertson

Chair