Seadrill : 2024 AGM Proxy Statement

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF SEADRILL LIMITED TO BE HELD ON APRIL 17, 2024.

GENERAL

We are furnishing this Proxy Statement in connection with the solicitation by the Board of Directors of Seadrill Limited (the "Board") of proxies for use at the 2024 Annual General Meeting of Shareholders (the "Meeting") or any adjournment or postponement of the Meeting. The Meeting is to be held at 10:00 am at the Rosewood Hotel, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda on April 17, 2024. At the Meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of 2024 Annual General Meeting of Shareholders. We are soliciting proxies from shareholders of record as of 5:00 p.m., Bermuda time on March 6, 2024.

Under Bermuda law, holders of a company's common shares are referred to as "members" but for convenience they are referred to in this Proxy Statement as "shareholders" or "shareholders of record." In this Proxy Statement, the terms "Seadrill," "we," "our," "Company" and "us" refer, as the context requires, to Seadrill Limited.

HOW TO VOTE

Shareholders of Record / Members: You are asked to complete, date and sign the enclosed Proxy Card to appoint each of the following persons as

proxy holders for the Meeting: Ms. Julie Robertson (Chair of the Board), Mr. Simon Johnson (Seadrill Chief Executive Officer ("CEO")), Mr. Martyn Svensen (Seadrill Vice President of Insurance) and Ms. Jennifer Panchaud (Attorney at Conyers Dill & Pearman Limited, Seadrill's Bermuda Counsel).

To be valid, any Proxy Card appointing a proxy must be received (completed, dated and signed):

1. in case of Proxy Cards sent by Broadridge, by Broadridge online at www.proxyvote.comor by mail at:
   c/o Broadridge
   51 Mercedes Way Edgewood, NY 11717 USA
   before 11:59 pm EST on April 15, 2024; or
2. in case of Proxy Cards sent by DNB, by DNB via email at [e-mail] by mail at:
   DNB Bank ASA, Registrars Dept. P.O. Box 1600 Sentrum 0021 Oslo Norway
   before 12:00 CET on April 15, 2024,

(where each time and date above, as applicable, is referred to herein as the "share voting cutoff time").

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Please refer to the accompanying Proxy Card for specific voting instructions.

Please sign the Proxy Card exactly as your name appears on the card. If shares are owned jointly, each joint owner should sign the Proxy Card. If a shareholder is a corporation, limited liability company or partnership, the Proxy Card should be signed in the full corporate, limited liability company or partnership name by a duly authorized person. If the Proxy Card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signatory's full title and provide a certificate or other proof of appointment.

Beneficial Owners: If you are a beneficial owner of shares of the Company, your broker, bank or other nominee will arrange to provide materials and instructions for voting your shares. Please note that you may not vote shares held in street name by returning a Proxy Card or voting instruction card directly to the Company unless you provide a legal proxy executed by the shareholder of record and enabling you to vote the shares.

Your vote is important. All shareholders are cordially invited to attend the Meeting. We urge you, whether or not you plan to attend the Meeting, to submit your proxy by completing, signing, dating and mailing the enclosed Proxy Card.

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by sending written notice of revocation to the Company Secretary, James Gilbertson, at 11025 Equity Drive, Suite 150, Houston, Texas 77041, which must be received by the share voting cutoff time, stating that you would like to revoke your proxy or by completing, signing and dating another proxy card and returning it to the Company Secretary, James Gilbertson, at 11025 Equity Drive, Suite 150, Houston, Texas 77041, together with a written notice of revocation, which must be received by the share voting cutoff time, or by attending the Meeting and voting in person.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2023 will be made available at the Meeting. The Board has approved these statements before the meeting; however, there is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company's audited consolidated financial statements for the year ended December 31, 2023 are contained in the Company's report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission (the "SEC") and published on our website at www.seadrill.com/investors/reports-presentations/reports/. Shareholders can request a hard copy free of charge upon request through the investor portion of our website at www.seadrill.com.

COMPANY PROPOSALS

PROPOSAL 1 - NUMBER OF DIRECTORS

The Company currently has nine (9) serving Directors. At the Meeting, the Board will ask the shareholders to determine that the number of Directors comprising the Board be set at up to nine (9) Directors until the next annual general meeting of shareholders of the Company, or until such number is changed in accordance with the Bye-laws of the Company (the "Bye-laws"). The Board has nominated, in accordance with Proposal 2, for re-election to the Board those nine (9) persons currently serving as Directors of the Company.

The Board recommends that the shareholders vote FOR Proposal 1.

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PROPOSAL 2 - RE-ELECTION OF DIRECTORS

The Board has nominated the persons listed below for re-election as Directors of the Company, all of whom are presently serving members of the Board.

As provided in the Bye-laws, each Director is elected at each annual general meeting of shareholders and shall hold office until the next annual general meeting following his or her election or until his or her office is otherwise vacated in accordance with the Bye-laws.

At the Meeting, the Board will ask the shareholders to re-elect, by way of separate resolutions, each of Julie Robertson, Jean Cahuzac, Jan Kjærvik, Mark McCollum, Harry Quarls, Andrew Schultz, Paul Smith, Jonathan Swinney and Ana Zambelli as Directors of the Company to serve until the next annual general meeting or until their respective offices are otherwise vacated in accordance with the Bye-laws.

Nominees For Election as a Director

Information concerning the nominees for Directors of the Company is set forth below:

	Name	Director Since
Proposal 2
(a)	Julie Robertson*	22 February 2022
(b)	Jean Cahuzac	22 February 2022
(c)	Jan Kjærvik	22 February 2022
(d)	Mark McCollum	22 February 2022
(e)	Harry Quarls	3 April 2023
(f)	Andrew Schultz	22 February 2022
(g)	Paul Smith	22 February 2022
(h)	Jonathan Swinney	3 April 2023
(i)	Ana Zambelli	25 January 2023
* Serves as Chair of the Board

Biographies

Julie Johnson Robertson, Chair of the Board, Age 68

Ms. Robertson is one of the most respected leaders in the offshore drilling business, and she also was one of the highest ranking female chief executives in the energy sector. Her career at Noble Corporation plc and its predecessor companies spanned more than 40 years and she held many roles, including Executive Chairman, President, and CEO. She currently sits on the board of directors for EOG Resources, Superior Energy Services, and Patterson-UTI. She is a resident of Houston, Texas. Ms. Robertson serves as chair of the Joint Nomination and Remuneration Committee of the Board.

Jean Cahuzac, Age 70

Mr. Cahuzac is highly regarded in the offshore energy services sector, bringing over 40 years of experience in the industry including his prior service as CEO of Subsea 7 as well as in operational and management roles at Transocean and Schlumberger. Mr. Cahuzac currently serves as a director on the compensation committee at Subsea 7, and as chairman of the sustainability committee and on the strategy committee at Bourbon Maritime. He is a resident of Paris, France. Mr. Cahuzac serves as the chair of the Operational Excellence Committee of the Board.

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Jan Kjærvik, Age 66

Mr. Kjærvik is an accomplished financial executive who brings 40 years of experience in financial roles across the banking, energy, and maritime sectors. He was most recently Interim Treasurer for GE Energy businesses (Vernova) preparing for demerger and separate listing in April 2024 from General Electric parent. Previously he served as Head of Treasury & Risk for A.P. Møller-Mærsk and also held similar role at Aker Kværner/Solutions. The first half of his career was in various leadership position at Nordea Bank. He currently sits on the board of directors for Høegh Autoliners and also serves as chair of its audit committee. Previous directorships include Mærsk Supply Service, Mærsk Insurance, Danish Ship Finance, VP Securities, and Britannia PI. Mr. Kjærvik holds a Masters in Economics (lic. oec.) from the University of St. Gallen, Switzerland. Mr. Kjærvik is a Norwegian citizen and resides in Oslo, Norway. Mr. Kjærvik is a member of the Audit and Risk Committee of the Board.

Mark McCollum, Age 65

Mr. McCollum has extensive global experience in the offshore energy services sector and has chaired three different public-company audit committees. He is a 20-year veteran of the oil and gas industry, having most recently served as President and CEO of Weatherford International. He also held several roles of prominence at Halliburton, including EVP and CFO. He currently serves on the board of directors for Westlake Corporation where he serves as chair of the audit committee, and Marathon Oil Corporation where he serves as chair of the compensation committee and sits on the health, environmental, safety and corporate responsibility committee. He is a resident of Waco, Texas. Mr. McCollum serves as chair of the Audit and Risk Committee of the Board.

Harry Quarls, Age 71

Mr. Quarls currently serves as chairman of the board for CHC Helicopter, Key Energy Services, and ESS Tech, Inc.. Mr. Quarls served as a Managing Director at Global Infrastructure Partners, leading their efforts in North American energy midstream investments. Additionally, Mr. Quarls served as Managing Director and practice leader for Global Energy as well as a member of the board of directors at Booz & Company, a leading international management consulting firm. He has also served on the boards of a number of other private and public companies. Mr. Quarls holds BS and ScM degrees in Chemical Engineering from Tulane University and MIT, respectively. He also holds an MBA from Stanford University. Mr. Quarls is a member of the Operational Excellence Committee of the Board.

Andrew Schultz, Age 69

Mr. Schultz is an experienced turnaround investor and executive, as well as a seasoned director with extensive experience in stressed and distressed situations. As a lawyer and investor, his career has spanned many industries. He is very familiar with both the offshore drilling sector and the E&P sector, serving as board chair for Pacific Drilling and a director for Vanguard Natural Resources. Currently a non-executive director advisor, he sits on a total of six boards. He is a resident of New Canaan, Connecticut. Mr. Schultz is a member of the Joint Nomination and Remuneration Committee of the Board.

Paul Smith, Age 53

Mr. Smith is a highly analytical and energetic financial leader who brings depth and expertise in capital allocation, capital structure, capital markets, and restructurings with a global track record across various industries, including mining & metals, oil & gas, and steel. He had a nine-year career with Glencore, culminating as CFO for Katanga Mining. Currently, he is Founder and Principal of Collingwood Capital Partners (which manages public and private investments focused on resources, energy transformation, and technology sectors). He currently sits on the boards of directors of Bunker Hill Mining Corp. and Echion Technologies Ltd. and is the non-executive Chairman of Horizonte Minerals. He is a resident of Zug, Switzerland. Mr. Smith is a member of the Joint Nomination and Remuneration Committee of the Board.

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Jonathan Swinney, Age 58

Mr. Swinney served as the founding Chief Financial Officer of EnQuest PLC from 2010 until 2022, a premium listed company on the London Stock Exchange. Over that period the company grew significantly, and Mr. Swinney led a number of asset acquisitions and major capital markets transactions. Mr. Swinney has wide-ranging experience in financing across the capital structure, M&A, financial reporting, financial restructuring, financial planning and analysis, treasury and financial risk. Mr. Swinney also served as the Head of Mergers and Acquisitions of Petrofac Limited before joining EnQuest PLC and, prior to that, worked as Managing Director of Lehman Brothers (London) and as Director, Equity Capital Markets of Credit Suisse First Boston (London). Mr. Swinney is a chartered accountant and a qualified solicitor and holds an LPC with distinction from the College of Law, and a BSc with honors from Southampton University. Mr. Swinney is a member of the Audit and Risk Committee of the Board.

Ana Zambelli, Age 51

Ms. Zambelli brings significant industry experience to the Company, with more than 20 years' experience in the energy services sector in operational, commercial, and finance roles. Ms. Zambelli served as Chief Commercial Officer at Maersk Drilling, Managing Director at Transocean, and President of the Brazilian division of Schlumberger. Last, she served as a Managing Director in Brookfield's Private Equity Group, responsible for business operations in Brazil, where she also provided operational and financial oversight for Brookfield portfolio companies. Ms. Zambelli previously served as an independent member of the board of directors of Petrobras and Braskem and was the founder and has been the leader of the diversity committee at the Brazilian Petroleum Institute (IBP) from 2018 to present. Ms. Zambelli currently sits on the board of DHT Holdings, Galp, and BW Energy.

Ms. Zambelli is a member of the Operational Excellence Committee of the Board.

The Board recommends that the shareholders vote FOR Proposals 2(a)-(i).

PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS

The Audit and Risk Committee has approved the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for the financial year ending December 31, 2024 and their remuneration and has recommended such to the Board.

At the Meeting, the Board will ask the shareholders to approve the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent auditor for the financial year ending December 31, 2024 and serve until the close of the Company's next annual general meeting thereafter, and to authorize the Board (acting through its Audit and Risk Committee) to determine the remuneration of PricewaterhouseCoopers LLP.

The Board recommends that the shareholders vote FOR Proposal 3.

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PROPOSAL 4 - TO APPROVE AMENDMENTS TO BYE-LAWS

The current Bye-laws reflect the Company's position as it underwent and emerged from its reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Chapter 11 process"). It is the view of the Board that the Company's position has changed significantly since February 22, 2022, being the date on which the Company emerged from the Chapter 11 process. Moreover, since October 14, 2022, the Company's common shares have been listed and traded principally on the New York Stock Exchange ("NYSE") and the Company is now subject to the NYSE's listing requirements. To best position the Company to deliver sustainable long-term performance in a competitive and volatile market, the Board recommends that the Bye-laws be amended and restated to read in their entirety as set forth in Appendix 2 attached to this Proxy Statement (the "A&R Bye-laws"). The Board believes that the A&R Bye-laws are consistent with good corporate governance and will better align the Company with market practices among U.S. listed companies, and investor expectations. Specifically, the Board believes the refinements will, among other things, eliminate unnecessary provisions related to the Chapter 11 process and the tax position of the Company upon emergence from the Chapter 11 process, increase the flexibility the Board to promptly and effectively oversee the business and affairs of the Company for the benefit of the greater shareholder group, permit the Board to take decisions that are appropriately within the authority of the Board and establish clear procedures for the engagement by our shareholders in making shareholder proposals at general meetings of shareholders.

To assist the shareholders in considering this Proposal, a comparative table of the proposed amendments vis-à-vis the current Bye-law provisions is included as Appendix 1 attached to this Proxy Statement and a complete copy of the A&R Bye-laws is included as Appendix 2 attached to this Proxy Statement. In certain cases, the proposed amendments to the Bye-laws would give the Board greater authority vis-à-vis shareholders in making certain decisions for the Company. Therefore, you should read carefully the information provided in this Proxy Statement before voting on this Proposal.

Shareholder Outreach Efforts and Engagement of Proxy Advisory Services

In March 2023, we held the first annual general meeting of our shareholders (the "2022 AGM") after our emergence from the Chapter 11 process. At the 2022 AGM, we originally intended to seek the approval of our shareholders of an amendment and restatement of our Bye-laws, which Bye-laws had been negotiated with our creditors prior to our emergence from the Chapter 11 process. Before the 2022 AGM, some shareholders expressed concern about certain aspects of the proposed changes to the Bye-laws. Therefore, the Board withdrew the proposed changes to the Bye-laws from consideration by shareholders at the 2022 AGM. Since then, the Company has considered appropriate changes to the Bye-laws to address the shareholder feedback, eliminate provisions that resulted from the negotiation with our creditors and were not customary for publicly traded companies and better align the Bye-laws with market practices among U.S. listed companies in light of the Company's shares being principally traded on the NYSE. In proposing certain changes to the Bye-laws, the Company considered how it does not benefit from the typical Bye-law provisions of Delaware companies (such as interested shareholder and fair price provisions) that provide shareholders with certain protections in the context of a potential company takeover, including a hostile takeover. As a result, the Company seeks to provide the Board with certain tools, such as the authorized preference shares and supermajority vote requirement to approve certain mergers, as described below.

In January 2024, the Company engaged a consulting firm familiar with the practices of shareholder advisory services, such as Institutional Shareholder Services Inc. ("ISS"), to review the proposed amendments to the Bye-laws. Such a review included an analysis of ISS standards for various regions, including the United States, where we maintain our primary stock exchange listing, and Continental Europe. We believe that ISS will assess the proposed amendments to the Bye-laws based on whether they comply with its Continental Europe policy due to our status as a foreign private issuer under U.S. securities laws. However, because the Company's shares are principally traded on the NYSE and because we are moving our headquarters to Houston, Texas, we believe that assessment by ISS under the U.S. policy would be more appropriate and meaningful to our shareholders. We believe certain of the proposed amendments to the Bye-laws would be viewed favorably by ISS if it were to apply its U.S. policy, while some of the proposed amendments, such as the amendment providing for authorized preference shares and the amendment providing for a supermajority vote requirement to approve certain mergers, would likely not be supported by ISS. Nonetheless, the below discussion provides additional detail on why we believe these proposed changes are in the Company's best interest.

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Authorized Preference Shares

The Company has no current plans to issue any preference shares. However, the A&R Bye-laws would authorize the Board to issue up to 5,000,000 preference shares with such designation, powers, preferences and rights as determined by the Board, without further shareholder action. Currently, the Company has an authorized share capital of $3,750,000 consisting of 375,000,000 shares of par value $0.01 per share, all of which are designated as common shares. The Bye-laws currently do not authorize the issuance of any preference shares.

The Board believes that the availability of authorized and undesignated preference shares will provide the Company with greater flexibility to issue additional capital in the form of preference shares should conditions warrant and, importantly, could provide our Board with a useful tool in connection with a potential takeover of the Company. Given the absence of typical Delaware interested shareholder provisions that could provide protection of shareholders in the face of a hostile takeover, the Board believes that enabling the Company to issue such preference shares upon Board action would be in the best interests of the Company. The Board could use preference shares in connection with a shareholder rights plan. The adoption of such a plan would incentivize a potential acquiror to negotiate the terms of any potential takeover of the Company with the Board. The Board believes that it is best- positioned to determine an appropriate value of the Company and negotiate that value with a potential acquiror. The Board believes that this preference share provision, together with the supermajority voting requirement also included in the proposed amendments to the Bye-laws and discussed below, would create a similar dynamic to that which would be available to a U.S. corporation having authorized preference shares and an interested shareholder provision similar to Section 203 of the Delaware General Corporation Law. To mitigate a potential negative reaction from our shareholders and an adverse recommendation by ISS, the Board has committed that the Company will not utilize the preference shares in a shareholder rights plan that has a term of more than one year without submitting any such rights plan to shareholders for approval.

If Proposal 4 is approved, the Company may utilize preference shares without shareholder approval for the defensive purposes described above, as well as for general corporate purposes, including, without limitation, general capital raising to support organic growth, capital raising to support merger and acquisition opportunities, the issuance of share dividends or share splits and other general corporate purposes. As noted above, the Board has no current plans to issue any preference shares.

Advance Notice Provisions

Our Bye-laws already include requirements regarding the advance notice that shareholders must provide in order to propose director nominations at a meeting of shareholders. The A&R Bye-laws provide for such requirements to also apply for shareholders to propose business other than director nominations at a meeting of shareholders. The Board believes that extending these "advance notice" provisions to all shareholder proposals is more in line with U.S. public company standards and would allow the Company and shareholders to receive relevant information regarding any shareholder proposal.

Change in Board Size

The A&R Bye-laws allow the Board to determine the size of the Board within a range of not less than five and not more than eleven directors. This amendment provides the Board with flexibility to accommodate changes in Board size within a specified range, and such a provision is common among U.S. public companies. All directors remain subject to annual election by shareholders, and shareholders retain the right to remove any director with or without cause. In addition, the Board believes that the specified range for the Board size is reasonable.

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Director Independence

The A&R Bye-laws remove the existing requirement that alldirectors shall be independent at all times. Most public companies do not have such a restriction. The existing requirement limits the flexibility of the Company by preventing the CEO or person who is not independent within SEC and NYSE rules from serving on the Board and requiring any sitting director who for whatever reason is no longer independent to be removed from the Board. In certain circumstances, it may be desirable to keep such a director on the Board. In addition, the existing requirement is more restrictive than the requirements of the SEC and the NYSE. The Company is subject to, and will continue to be subject to, the requirements of the SEC and the NYSE that require a majority of directors and all members of the Audit and Risk Committee and the Joint Nomination and Remuneration Committee to be independent.

Remuneration of Directors

The A&R Bye-laws allow the Board to determine the remuneration of directors. The Company's shares are principally traded on the NYSE, and therefore the Company believes that a more traditional structure among U.S. public companies where the Board determines director compensation is more appropriate. The Board believes this amendment better aligns the Company with U.S. market practice.

CEO as Member of the Board

The A&R Bye-laws remove the existing impediments (including the requirement on independence of all directors as discussed above) to the CEO serving as a director. The existing Bye-law limits the flexibility of the Company and is unusual among U.S. public companies. If the Board determines that it is appropriate for the CEO to serve on the Board, the Board believes it should have the flexibility to nominate the CEO as a director for consideration by the shareholders. The Board has not nominated the CEO for election to the Board at the Meeting. In addition, the roles of CEO and Chair of the Board of the Company are currently filled by two different individuals. The Board intends to maintain this structure even if the CEO of the Company is elected to the Board.

Supermajority Vote Requirement to Approve Certain Mergers

As noted above, the Bye-laws do not provide for supermajority approval of a takeover of the Company by an "insider" as would not be uncommon for U.S. companies formed under the laws of Delaware. The A&R Bye-laws provide for a bifurcated vote standard for shareholder approval of mergers, with a simple majority vote being required for mergers that are approved by the Board and a two-thirds vote being required for mergers that are not approved by the Board. We believe that a higher vote standard is appropriate for transactions that the Board has not approved, as it incentivizes potential acquirers to negotiate directly with the Board, which is better-positioned to negotiate on behalf of the Company and all its shareholders.

At the Meeting, the Board will ask the shareholders to approve the A&R Bye-laws as set out in Appendix 2 attached to this Proxy Statement and adopt the A&R Bye-laws to be the bye-laws of the Company in substitution for and to the exclusion of all existing bye-laws of the Company.

The Board recommends that the shareholders vote FOR Proposal 4.

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PROPOSAL 5 - TO APPROVE THE REMUNERATION OF DIRECTORS

In connection with the Company's Chapter 11 process, certain significant creditors of the Company (who became shareholders of the Company upon the Company's emergence from the Chapter 11 process) approved the remuneration that would be paid to the Directors who were appointed to the Board upon emergence of the Company from the Chapter 11 process (the "Initial Directors"). All of our current Directors, except Ms. Zambelli and Messrs. Quarls and Swinney, were Initial Directors and, therefore, entered into services agreements with the Company providing for such remuneration. All of our Directors were paid the basic meeting fees provided for in such services agreements from our emergence from Chapter 11, including during 2023 (within the aggregate amount approved by shareholders at our 2022 AGM) and to date in 2024. In addition, as described in our proxy materials relating to the 2022 AGM, the six directors who were Initial Directors were entitled to receive under their services agreements a fee referred to in such agreements as an "Incentive Fee." In accordance with the services agreements, those fees became due and were paid to the six Initial Directors promptly following the second-year anniversary of the date of our emergence from the Chapter 11 process (i.e., February 22, 2024). Information regarding the remuneration paid to Directors from January 1, 2024 to the date of the Meeting, which includes the Incentive Fees paid to the Initial Directors (the "Interim Remuneration"), is included in Part 1 of the recommendation of the Joint Remuneration and Nomination Committees set out in Appendix 3, as attached to this Proxy Statement (the "Recommendation"). The Board is asking shareholders to ratify this compensation in accordance with the Bye-laws.

As required under the Bye-laws, the Joint Nomination and Remuneration Committee of the Board has recommended to the Board that Directors of the Company receive a certain level of remuneration in respect of their service on the Board for the period from the date immediately following the Meeting until the later to occur of December 31, 2024 and the date of the 2025 Annual General Meeting of Shareholders (the "Prospective Remuneration"), information regarding which is included in Part 2 of the Recommendation. In accordance with the Bye-laws, the recommendation for such Board remuneration must be approved by shareholders.

At the Meeting, the Board will ask the shareholders to (i) ratify, approve and confirm the Interim Remuneration and (ii) approve the Prospective Remuneration, in each case, as set out in the Recommendation in Appendix 3 attached to this Proxy Statement.

The Board recommends that the shareholders vote FOR Proposal 5.

PROPOSAL 6 - TO APPROVE THE DELISTING OF COMMON SHARES FROM THE OSLO STOCK EXCHANGE

On April 28, 2022, the Company completed a listing of its common shares on the Euronext Expand (the "Euronext Expand") market of the Oslo Stock Exchange (the "OSE"). On October 11, 2022, the Company listed its common shares on the NYSE under the ticker symbol "SDRL" and the common shares commenced trading on the NYSE on October 14, 2022. Following the listing on the NYSE, the status of the Company's listing on the Euronext Expand market of the OSE was changed from a primary to a secondary listing. On November 17, 2022, the common shares were moved from the Euronext Expand market to the main list of the OSE. The substantial majority of the daily trading volume of the common shares of the Company is now conducted on the NYSE.

The Board believes that delisting will eliminate regulatory duplication, complexities, and costs associated with administering a dual-listing regime, consistent with continued corporate efforts to simplify the business. For that reason, the Board recommends that the common shares be delisted from the OSE and that the shareholders approve that an application is made by the Company to the OSE for the delisting of its common shares (the "Delisting").

Although the Delisting would eliminate OSE regulation of the Company and its public disclosure and governance (such as OSE prospectus publication requirements related to new share issuances), the Board believes that the NYSE listing regime and SEC rules will sufficiently protect the interest of our shareholders. Moreover, in connection with the Company recently moving its corporate headquarters to the United States, the status of the Company as a foreign private issuer under U.S. securities laws (and NYSE rules) should cease at the end of 2024, thereby resulting in greater regulation under NYSE and SEC rules of the Company's disclosure and governance obligations.

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The Board believes a NYSE-only listing structure will provide adequate liquidity, recognizing a substantial majority of the daily trading volume of the common shares of the Company is now conducted on the NYSE. Additionally, the Board expects that a NYSE-only listing structure may improve access to U.S. shareholders and analyst coverage, maximizing the Company's ability to attract the appropriate investor base and investment style and access deeper pools of capital. Finally, the Board believes a single listing is appropriate for the Company's size, development, and strategy and aligns more closely with the Company's peer group.

In sum, the Board considers the cost of maintaining the OSE listing to be increasingly disproportionate to the benefits gained from such listing and does not believe that the Delisting will result in a meaningful diminution of shareholder protections or information rights.

Should the Company receive the required affirmative vote from shareholders and approval of its subsequent delisting application, the Company will provide information on the delisting process and, for those shareholders holding OSE-listed shares through the VPS, the conversion of shareholdings from the OSE to the NYSE.

At the Meeting, the Board will ask the shareholders to approve the Delisting.

The Board recommends that the shareholders vote FOR Proposal 6.

OTHER BUSINESS

The Company knows of no business that will be presented for consideration at the Meeting other than that stated in the Notice of 2024 Annual General Meeting.

SHAREHOLDER PROPOSALS FOR NEXT ANNUAL GENERAL MEETING

One or more shareholders of record who hold any issued and outstanding shares as of the record date for the 2025 Annual General Meeting and at the time of such meeting and has complied with the requirements in our Bye-laws may nominate a Director nominee or make a proposal in accordance with sections 79 and 80 of the Companies Act of Bermuda to be included on the agenda at such annual general meeting. If approved at the Meeting, shareholder proposals for the 2025 Annual General Meeting will also need to comply with the requirements in the A&R Bye-laws. The description below pertains only to our Bye-laws as in effect on the date of this Proxy Statement. See Appendix 1 and Appendix 2, each attached to this Proxy Statement, for additional information on the A&R Bye-laws, including the shareholder proposal requirements that may become applicable.

Our Bye-laws provide that shareholders seeking to nominate candidates for election as Directors before an annual general meeting of shareholders must provide timely notice of their proposal in writing. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year's annual general meeting of shareholders. However, in the event the annual general meeting is called for a date that is greater than 30 days before or after such anniversary, the notice must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of the date of the annual general meeting was made. Our Bye-laws also specify requirements as to the form and content of a shareholder's notice, including information concerning the nominee of the proposal, if any, and the shareholder and the beneficial owner, as the case may be. These provisions may impede shareholders' ability to make nominations for Directors at an annual general meeting of shareholders. Any proposed nomination that does not meet the requirements set forth in our Bye-laws may be declared out of order and may not be considered at the next annual general meeting of shareholders.

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