Transocean : 2023 Annual General Meeting Proxy Statement and 2022 Annual Report to Shareholders

2023 Annual General Meeting

and Proxy Statement

2022 Annual Report

CONTENTS

LETTER TO SHAREHOLDERS

NOTICE OF 2023 ANNUAL GENERAL MEETING AND PROXY STATEMENT COMPENSATION REPORT

2022 ANNUAL REPORT TO SHAREHOLDERS

ABOUT TRANSOCEAN LTD.

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and operates one of the most versatile offshore drilling fleets in the world. Transocean owns or has partial ownership interests in, and operates a fleet of 37 mobile offshore drilling units consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. In addition, Transocean is constructing one ultra-deepwater drillship and holds a noncontrolling ownership interest in a company that is constructing one ultra-deepwater drillship. The company's shares are traded on the New York Stock Exchange under the symbol RIG.

The symbols in the map above represent the company's global market presence as of the February 9, 2023 Fleet Status Report.

Excludes Deepwater Titan (ultra-deepwater drillship classified as under construction until it enters service) and Deepwater Aquila (20% JV ownership interest, under construction).

ABOUT THE COVER

The cover shows Deepwater Titan during sea trials in fall 2022. Transocean accepted delivery of Deepwater Titan in Singapore late last year. Once the ultra-deepwater drillship arrives in the U.S. Gulf of Mexico in the coming months, operations are expected to commence on the drillship's initial 5-year contract. Deepwater Titan is the industry's second eighth-generation drillship and first drillship delivered with two 20,000 psi blowout preventers and associated well-control equipment, including marine riser and piping systems for high-pressure and high temperature drilling and completion operations.

FORWARD-LOOKING STATEMENTS

Any statements included in this Proxy Statement and 2022 Annual Report that are not historical facts, including, without limitation, statements regarding future market trends and results of operations are forward-looking statements within the meaning of applicable securities law. Such statements are subject to numerous risks and uncertainties beyond our control and our actual results may differ materially from our forward- looking statements.

TO THE OWNERS OF OUR COMPANY:

We will look back on 2022 as a pivotal year in the history of Transocean. Geopolitical events raised global awareness of the delicate state of worldwide energy supply and after eight years of underinvestment in oil and gas exploration and production, the general public gained a new appreciation for the role our industry plays in meeting the world's need for affordable, reliable, abundant and transportable energy. This altered the mainstream narrative to one of "energy security" rather than "energy transition." As a consequence, oil prices sharply increased in the first half of 2022 and have since maintained the stability needed to support incremental investment.

Over the past 12 months, offshore drilling contracting activity rapidly increased as our customers renewed their commitment to invest in oil and gas exploration, development, and production. And, in the coming years, we believe more capital will be directed to the offshore industry and Transocean, in particular. Some of the largest and most economical hydrocarbon reserves are found offshore in deepwater, specifically, the Gulf of Mexico, Brazil, and West Africa, and in harsh environments, such as Norway.

Meanwhile, over the last eight years, our industry has driven significant and sustainable efficiencies into offshore projects, significantly reducing project costs and compressing the time to first oil. Additionally, the carbon intensity of offshore production is frequently lower than that of onshore production; and, because of the sustained efficiencies realized during the downturn, the economic returns of offshore projects are highly competitive with, and in many cases superior to, onshore projects.

Benchmarking Key Sources of New Oil Supply

80

70

60

50

40

30

20

10

0

Average Breakeven Brent Price

Average payback time @$70/bbl

Average IRR @$70/bbl

Average CO2 Intensity*

($/Bbl)

(Years)

(%)

(KG/BOE)

Offshore Deepwater

Offshore Shelf

Oil Sands

Shale Oil

Other Onshore Non OPEC

Other Onshore OPEC

Source: Rystad Energy - Upstream Analytics, October 2022

LETTER TO SHAREHOLDERS

Accordingly, global demand for the highest-specification floaters, such as those that Transocean owns and operates, has accelerated significantly. And, since availability of these assets was conspicuously scarce, throughout 2022, we were able to obtain significant increases in contract dayrates and contract duration for our assets. Transocean has an acute understanding of the market, and the value of our assets and our operational performance; as such, we are proud to have secured contracts in the back half of the year with leading-edge dayrates in excess of $400,000 for our most capable seventh generation drillships.

Across the global fleet on a year-over-year basis, the dayrate on the average drillship fixture in the fourth quarter of 2022 was 63% higher. In addition to leading the industry in dayrates, Transocean was also awarded approximately 31% of the 81 floater rig years contracted during the year, adding approximately $4 billion in incremental backlog. This is additional evidence that our customers recognize and appreciate the value that Transocean creates and validates our strategy of operating the most desirable, high-specification fleet in the industry with highly trained crews and exceptional and experienced shore-based support. As such, we ended 2022 with a total backlog of approximately $8.3 billion - more than twice that of our nearest competitor. Our momentum has carried into 2023 with another multi-year, high dayrate contract in Brazil signed in January.

In addition, we are extremely proud that our financial discipline and strategic operational decisions over the past several years have combined to preserve the equity of our shareholders, a claim that none of our competitors can make. As our fleet transitions to newer contracts with higher dayrates and longer terms, the increase in, and predictability of, future cash flows will help support our efforts to improve our capital structure.

On that strategic imperative, we have made considerable progress. First, in July 2022, we extended our revolving credit facility, which remains undrawn, through June 2025. In September 2022, we conducted an exchange of securities that provided the company with an incremental $175 million in liquidity. In January 2023, when favorable market conditions arose, we executed two more transactions: a $525 million secured financing of the Deepwater Titan, and a $1.175 billion refinancing of four of our senior secured notes. With these transactions, we materially improved our medium-term liquidity and set the stage to opportunistically pursue additional transactions that will help de-lever and improve the flexibility of our balance sheet.

Operationally, we delivered another strong year of safe, reliable, and efficient operations. Our total recordable incident rate of 0.21 beat our 2022 target of 0.24, with 18 of our rigs operating incident-free throughout the year. In our constant pursuit of operational excellence, we endeavor to meet our goal of operating recordable

LETTER TO SHAREHOLDERS

incident-free on all our rigs in 2023. We also saw a 22% reduction in serious near hit dropped objects year- over-year. Along with our strong safety record, we delivered fleetwide uptime performance of 97%, resulting in year-end revenue efficiency of 96.4%.

As yet another highlight in 2022, we enhanced our fleet when we took delivery of the Deepwater Atlas in June and the Deepwater Titan in December, which are indisputably the two highest specification drillships in the world. These eighth generation drillships have an industry-leading net three-million-pound hookload, purpose- built completions deck, and will both be outfitted with 20,000 psi well control equipment. No other offshore rigs in the world have these characteristics. Also, in November 2022, we announced our investment in a joint venture to purchase the Deepwater Aquila, one of only a dozen 1400 short ton hookload drillships in the world. As part of our participation in the joint venture, we maintain the exclusive right to market and manage operations of the rig. Of the remaining 1400 short ton drillships, we own and operate seven.

Despite financial constraints, we also continued to invest in our existing fleet and deploy technologies that support safe, reliable, and efficient operations and our emissions reduction initiatives. One of these technologies, robotic riser bolting, incorporates the latest developments in robotics technology, including vision and tactile control, and is another step in increasing automation offshore. This system eliminates the need for personnel to continuously be present on the drill floor during riser operations, which results in safer, more efficient, and more consistent operations. This system is now operational on two of our drillships operating in the U.S. Gulf of Mexico and is garnering significant attention from multiple customers.

Our crane anti-sway rotator is another technology that we introduced into our fleet last year that increases the safety of our personnel and efficiency of our operations. The tool can automatically arrest a swinging load without the need for crane operator intervention and can rotate 360 degrees for proper positioning on the deck. It is currently operational on one of our drillships operating in the U.S. Gulf of Mexico.

We also began using a fuel additive on eight of our rigs that optimizes fuel consumption, supporting our goal of reducing emissions. To date, field tests utilizing the additive suggest fuel consumption can be reduced by up to six percent depending on engine loads. With the aid of our proprietary Smart Equipment Analytics "SEA" platform, we continue to track operational statistics to better analyze operational savings. SEA provides real time equipment data and analytics to our operations team with the goal of driving higher uptime and lower maintenance costs. By transmitting essential information from our various rig systems in real time, SEA enables our team to immediately evaluate the condition of the equipment and the performance of the systems.

Needless to say, we are incredibly proud of the entire Transocean team for the tremendous work and dedication in 2022. As a result of the collective effort, Transocean is well-positioned to prosper and deliver shareholder value as we continue through what we expect to be a multi-year sustained recovery. We thank all our shareholders for your continued confidence in our company and we look forward to continuing to earn your trust and support in 2023 and beyond.

CHADWICK C. DEATON	JEREMY D. THIGPEN
Chair of the Board of Directors	Chief Executive Officer

March 21, 2023