Transocean : 2021 Annual General Meeting Proxy Statement and 2020 Annual Report to Shareholders

2021 Annual General Meeting

and Proxy Statement

2020 Annual Report

CONTENTS

LETTER TO SHAREHOLDERS

NOTICE OF 2021 ANNUAL GENERAL MEETING AND PROXY STATEMENT COMPENSATION REPORT

2020 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 two ultra-deepwater drillships. Our shares are traded on the New York Stock Exchange under the symbol RIG.

OUR GLOBAL MARKET PRESENCE

Ultra-Deepwater

Harsh Environment

27

10

The symbols in the map above represent the company's global market presence as of the February 12, 2021 Fleet Status Report.

ABOUT THE COVER

The front cover features two of our crewmembers onboard the Deepwater Conqueror in the Gulf of Mexico and was taken prior to the COVID-19 pandemic. During the pandemic, our priorities remain keeping our employees, customers, contractors and their families healthy and safe, and delivering incident-free operations to our customers worldwide.

FORWARD-LOOKING STATEMENTS

Any statements included in this Proxy Statement and 2020 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:

Adversity provides unique opportunities for us all to challenge the status quo, innovate and galvanize positive change. Since the start of 2020, COVID-19 and other events have offered more than their share of adversity. Throughout this time, our team of professionals has kept our core values as guiding principles for our direction and we have collectively risen to the occasion. In 2020, Transocean changed in ways that we believe will serve as the foundation for future success, delivering exceptional results in the face of a global pandemic. We enter 2021 in a strong position, more committed than ever to continuing to deliver the superior level of performance all of our stakeholders expect and deserve.

While we remain pragmatic as we continue to respond and adapt to the effects of the ongoing pandemic, we recognize the tireless dedication and incredible creativity of our employees who keep our rigs operating on behalf of our customers. As we continue to develop and innovate, we also continue to take the necessary actions to preserve and enhance liquidity as we have done in the past, including delivering best-in-class backlog conversion, further improving our cost structure to fit our evolving active fleet, quickly cold-stacking or scrapping unmarketable assets, and executing timely and opportunistic capital markets transactions.

In recent years, our disciplined approach to preserving and enhancing liquidity has allowed us to transform our ultra-deepwater and harsh environment fleet, dropping the average age of our floaters to nine years from 21 years through strategic additions and subtractions. In 2020 alone, we retired or sold seven older, less competitive rigs. These ongoing efforts have resulted in Transocean continuing to maintain our leadership position among offshore drillers.

THIS NEWER, YOUNGER, HIGHER-SPECIFICATION FLEET OF 37 FLOATERS, WITH TWO MORE STILL UNDER CONSTRUCTION, OFFERS OUR CUSTOMERS SAFER, CLEANER, MORE EFFICIENT OPERATIONS AND ALLOWED TRANSOCEAN, IN 2020, TO DELIVER UPTIME PERFORMANCE TO OUR CUSTOMERS THAT EXCEEDED 97%.

While we own and operate some of the industry's most advanced rigs, we continued to make strategic technology upgrades during 2020, including the addition of Smart Equipment Analytics ("SEA") on 19 of our rigs. SEA provides us with real-time equipment and operating data, enabling us to quickly evaluate rig performance and respond as necessary to keep our rigs operating at optimal levels. SEA also provides fleet- wide awareness of power consumption and emissions, allowing us to deliver our vital services, while reducing our impact on the environment. Furthermore, during 2020, we deployed the offshore drilling industry's first safety system, HaloGuardSM, that integrates a wearable locating device with drill floor equipment and machine stoppage controls. HaloGuardSM combines a wearable alarm and a real-time location transmitter together with a machine vision system that is designed to track the position of personnel on the drill floor and key drill floor equipment while operating and, if needed, stop the equipment from operating. This system provides an advanced layer of individual protection on the drill floor for our crew. We have fully installed the system on one rig operating in the Gulf of Mexico, and we plan to install HaloGuardSM systems on six more rigs during 2021. This system is an example of how we have prioritized providing a safe and healthy work environment for our people by utilizing the most advanced technologies available.

In 2020, we were able to deliver a total recordable incident rate of 0.24, the second lowest in our company's 60-plus year history. And remarkably, amid the pandemic, due to our employees' professionalism, dedication, flexibility and resilience, we delivered adjusted revenue of approximately $3.4 billion and adjusted EBITDA of approximately $1.2 billion, all without a single lost time incident.

OUR RESILIENCE AND CREATIVITY THROUGHOUT 2020 IS ALSO EVIDENCED BY OUR LIQUIDITY IMPROVEMENT THROUGH THE REDUCTION IN OUR DEBT AND INTEREST COST TO MATURITY BY MORE THAN $1 BILLION AND $100 MILLION, RESPECTIVELY, RESULTING FROM A SERIES OF HIGHLY SUCCESSFUL AND STRATEGIC LIABILITY MANAGEMENT TRANSACTIONS.

LETTER TO SHAREHOLDERS

As we have demonstrated over the last several years, our finance and legal teams have proven we can successfully execute fiscally responsible transactions to further our strategic goals. In 2021, we will continue to be proactive in managing our balance sheet in a way that enables us to continue to invest in our people, our assets and the development of new and differentiating technologies. While we take some comfort in our approximately $7.8 billion backlog, we remain pragmatic, recognizing the challenges to the industry and, specifically, those that Transocean will continue to face in the near-term. Transocean remains in an advantageous position relative to other offshore drillers, many of whom are in, or have recently emerged from, bankruptcy. Instead, we believe we have the liquidity to continue to prudently invest in our business; and importantly, we are able to maintain a singular focus on delivering best-in-class operations to our customers. We expect that a full-scale recovery in the deepwater offshore market will not likely begin before the middle of this year, at the earliest. However, as the commodity markets have begun to stabilize, we have confidence that our customers will be ready to increase their offshore activity in the years to come. We remain encouraged by the emergence of multiple opportunities for work in offshore markets across the globe in 2021 and beyond. And, we are pleased to be entering the year with some meaningful contracts and extensions signed in 2020:

• We signed a conditional agreement with Beacon Offshore Energy to drill the Shenandoah prospect in the Gulf of Mexico with the newbuild Deepwater Atlas. Upon sanctioning, the project will require a 20,000 psi well control system, making the Deepwater Atlas our second 20,000 psi capable drillship.
• We extended the contracts with Petrobras for the Deepwater Mykonos and Deepwater Corcovado by 680 days and 815 days, respectively.

AS AN INTEGRAL PARTICIPANT IN THE PRODUCTION AND DEVELOPMENT OF ENERGY, WE MUST CONTINUE TO OPERATE WITH INTEGRITY, DISCIPLINE AND AN UNCONDITIONAL RESPECT FOR OUR PEOPLE, OUR COMMUNITIES AND OUR PLANET.

We must continue to adapt and sharpen our focus on responsible operations that help meet the cyclical and dynamic energy demands of global and regional economies. As part of this focus, we continue to formally integrate our sustainability efforts into our corporate strategy and business execution plans. At the end of 2020, we introduced our Human Rights Policy and published our third sustainability report.

At our 2020 Annual General Meeting, our shareholders approved the addition of a second woman to our Board of Directors, and at this year's 2021 Annual General Meeting, we are nominating a third woman to our Board of Directors. These individuals join a Board that is highly experienced, well-credentialed and sharply focused on shareholder value.

In closing, we are exceptionally grateful for and proud of our employees' dedication, flexibility, strength and resilience during this challenging time. We will continue to overcome the challenges before us and use adversity to change for the better. On behalf of our entire team at Transocean, we thank our shareholders for your continued support and trust. We look forward to continuing our leadership role in fulfilling the world's energy needs.

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

April 7, 2021

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CONTENTS

P-ii	NOTICE TO SHAREHOLDERS
P-iv	PROXY STATEMENT SUMMARY
P-1	INVITATION TO 2021 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
P-6	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
P-7	INFORMATION ABOUT THE MEETING AND VOTING
P-12				APPROVAL OF THE 2020 ANNUAL REPORT, INCLUDING THE AUDITED
AGENDA ITEM 1.
				CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR
				2020 AND THE AUDITED STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN
				LTD. FOR FISCAL YEAR 2020
P-14				DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
AGENDA ITEM 2.
				EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR ACTIVITIES DURING FISCAL
				YEAR 2020
P-15				APPROPRIATION OF ACCUMULATED LOSS FOR FISCAL YEAR 2020 AND RELEASE
AGENDA ITEM 3.
				OF CHF 8.0 BILLION OF STATUTORY CAPITAL RESERVES FROM CAPITAL
				CONTRIBUTION AND ALLOCATION TO FREE CAPITAL RESERVES FROM CAPITAL
				CONTRIBUTION
P-16				RENEWAL OF SHARES AUTHORIZED FOR ISSUANCE
AGENDA ITEM 4.
P-18				ELECTION OF 11 DIRECTORS, EACH FOR A TERM EXTENDING UNTIL COMPLETION
AGENDA ITEM 5.
				OF THE NEXT ANNUAL GENERAL MEETING
P-33	SKILLS & EXPERIENCE MATRIX FOR INDEPENDENT DIRECTORS
P-35				ELECTION OF THE CHAIR OF THE BOARD OF DIRECTORS FOR A TERM EXTENDING
AGENDA ITEM 6.
				UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-36				ELECTION OF THE MEMBERS OF THE COMPENSATION COMMITTEE, EACH FOR A
AGENDA ITEM 7.
				TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-37				ELECTION OF THE INDEPENDENT PROXY FOR A TERM EXTENDING UNTIL
AGENDA ITEM 8.
				COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-38				APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
AGENDA ITEM 9.
				REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021 AND ELECTION
				OF ERNST & YOUNG LTD, ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER
				ONE-YEAR TERM
P-40				ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
AGENDA ITEM 10.
P-42				PROSPECTIVE VOTES ON THE MAXIMUM COMPENSATION OF THE BOARD OF
AGENDA ITEM 11.
				DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM
P-47				APPROVAL OF AMENDMENT AND RESTATEMENT OF THE TRANSOCEAN LTD. 2015
AGENDA ITEM 12.
				LONG-TERM INCENTIVE PLAN
P-55	CORPORATE GOVERNANCE
P-65	BOARD MEETINGS AND COMMITTEES
P-72	2020 DIRECTOR COMPENSATION
P-73	AUDIT COMMITTEE REPORT
P-75	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
P-76	SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
P-77	COMPENSATION DISCUSSION AND ANALYSIS
P-100	COMPENSATION COMMITTEE REPORT
P-101	EXECUTIVE COMPENSATION
P-110	EQUITY COMPENSATION PLAN INFORMATION
P-111	OTHER MATTERS
A-1	APPENDIX A - NON-GAAP FINANCIAL INFORMATION
B-1	APPENDIX B - PROPOSED AMENDMENT OF TRANSOCEAN LTD. 2015 LONG-TERM INCENTIVE PLAN
AN-1	ANNEX A - AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF ASSOCIATION

Transocean 2021 i Proxy Statement