Seadrill Limited — Proxy Solicitation & Information Statement 2023

Feb 17, 2023

Seadrill Limited (the "Company") PROXY FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 21, 2023 I/We (insert name) ……………………………………………………………………………………………………………… (block letters)

the holder(s) of (insert number of shares) ……………………………………………………………… common shares in the Company hereby appoint each of Mrs Julie Robertson (Chair of the Board), Mr Simon Johnson (Seadrill CEO), Mr Martyn Svensen (Seadrill Vice President of Insurance) and Ms Jennifer Panchaud (Attorney at Conyers Dill & Pearman Limited, Seadrill Limited's Bermuda Counsel), with the power of substitution to act as my/our proxy at the 2022 Annual General Meeting of the Company to be held at 10:00 AM, on March 21, 2023 at the Rosewood Hotel, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda, or at any adjournment thereof, and to vote on my/our behalf as directed below.

I/We desire my/our votes to be cast on the resolutions to be proposed at the 2022 Annual General Meeting (as set out in full in the Notice of 2022 Annual General Meeting and Proxy Statement dated February 17, 2023 (the "Notice")) as indicated below.

	RESOLUTION		FOR	AGAINST	ABSTAIN
1.	To re-elect, by way of separate resolutions, the following persons 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 Company's bye laws:
	a.	Julie Robertson
	b.	Jean Cahuzac
	c.	Jan Kjaervik
	d.	Mark McCollum
	e.	Andrew Schultz
	f.	Paul Smith
	g.	Ana Zambelli
2.	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.
3.	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.
4.	To approve the Management Incentive Plan.
5.	To approve the amended and restatement of the Bye-laws of the Company.
6.	To approve an increase of the number of Directors to nine (9) and authorise the Board to fill the vacancies of two (2) Directors.
Note	Such other business as may properly come before the meeting or any adjournment thereof.

Date ……………………………… Signature ………………………………………………

• 1. To be valid this Proxy must be received by DNB Bank ASA, Registrars' Department no later than 16:00 CET on March 16, 2023. The mailing address of DNB Bank ASA, Registrars' Department is: DNB Bank ASA, Registrars' Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Alternatively, this Proxy can be sent by e-mail to vote@dnb.no not later than the aforementioned date and time.
• 1. If properly executed, the common shares of the Company represented by this Proxy (the "Shares") will be voted by the proxy holder in the manner directed by the shareholder on this Proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to proposals duly made at the 2022 Annual General Meeting or any postponement or adjournment thereof. If no direction is given, the Shares will be voted in favour of the proposals as recommended by the Board of Directors (including amendments thereto approved by the Board of Directors) when duly presented at the 2022 Annual General Meeting or any postponement or adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters as may otherwise properly come before the 2022 Annual General Meeting or any postponement or adjournment thereof.
• 1. This Proxy must be completed, signed and dated by the shareholder or an attorney validly appointed by the shareholder. If signed by an attorney pursuant to a power of attorney or other authority, a notarial certified copy of such power of attorney or authority must be returned with this Proxy in accordance with Note 1 hereof.
• 1. Proxy holders are entitled to vote on a poll or on a show of hands at the 2022 Annual General Meeting or any postponement or adjournment thereof.
• 1. The shareholder (or attorney) shall place an "X" in the box for each Resolution above, indicating the way in which their vote is to be cast.
• 1. If the shareholder is a corporation or company, this Proxy should be signed either by a duly authorised officer or attorney (in accordance with Note 3 hereof) of such corporation or company or be completed under its common seal. If shares are held jointly, each joint holder shall sign their name.
• 1. If the shareholder wishes to vote for or against the appointment of one or more of the directors, he/she shall place an "X" indicating those directors he/she is voting for or against, as the case may be, in the appropriate space.
• 1. Any alterations to this Proxy should be initialled by the shareholder (or attorney).
• 1. The completion and return of this Proxy will not preclude the shareholder from attending the 2022 Annual General Meeting and voting in person.