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Seadrill Limited Proxy Solicitation & Information Statement 2024

Mar 21, 2024

9186_rns_2024-03-21_226dbe07-03f0-43cc-9b90-0d37caeb4eff.pdf

Proxy Solicitation & Information Statement

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SEADRILL LIMITED 11025 EQUITY DRIVE, SUITE 150 HOUSTON, TEXAS 77041

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. EST on April 15, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. EST on April 15, 2024. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received by no later than 11:59 p.m. EST on April 15, 2024.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V39077-P06599

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

SEADRILL LIMITED
The Board of Directors of Seadrill Limited (the "Company")
recommends you vote FOR proposals 1, 2(a)-(i), 3, 4, 5
and 6.
1.
To determine that the number of Directors comprising the
Board of Directors 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").
For Against Abstain
! ! !
2. To re-elect, by way of separate resolutions, each of the
following persons as Directors of the Company to serve
until the Company's next annual general meeting or
until their respective offices are otherwise vacated in
accordance with the Bye-laws.
3. To approve the appointment of PricewaterhouseCoopers For Against Abstain
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
! ! !
2a. Julie Robertson ! ! ! meeting thereafter, and to authorize the Board of
Directors (acting through its Audit and Risk Committee) to
determine the remuneration of PricewaterhouseCoopers
LLP.
To approve the amended and restated bye-laws as set
2b. Jean Cahuzac ! ! ! 4.
2c. Jan Kjærvik ! ! ! out in Appendix 2 attached to the Proxy Statement (the
"A&R Bye-laws") and adopt the A&R Bye-laws to be the
bye-laws of the Company in substitution for and to the
! ! !
2d. Mark McCollum ! ! ! 5. exclusion of all existing bye-laws of the Company.
To ratify, approve and confirm the interim remuneration
2e. Harry Quarls ! ! ! paid to certain Directors of the Company from January 1,
2024 to the date of the Company's 2024 Annual General
Meeting of Shareholders (the "Meeting") and to approve
! ! !
2f. Andrew Schultz ! ! ! the remuneration of the Directors 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
2g. Paul Smith ! ! ! Annual General Meeting of Shareholders, in each case,
as set out in Appendix 3 attached to the Proxy Statement.
2h. Jonathan Swinney ! ! ! 6. To approve that an application is made by the Company to
the Oslo Stock Exchange for the delisting of its common
shares.
! ! !
2i. Ana Zambelli ! ! ! NOTE: Such other business as may properly come before the
meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice and Proxy Statement is available at www.proxyvote.com.

V39078-P06599

SEADRILL LIMITED Annual General Meeting of Shareholders April 17, 2024 at 10:00 AM This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) each of the following persons as proxy holders for the Meeting: Ms. Julie Robertson (Chair of the Board of Directors), Mr. Simon Johnson (Seadrill CEO), Mr. Martyn Svensen (Seadrill Vice President of Insurance) and Ms. Jennifer Panchaud (Attorney at Conyers Dill & Pearman Limited, Seadrill's Bermuda Counsel), and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the common shares of SEADRILL LIMITED (the "Shares") that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 10:00 AM, on April 17, 2024, at the Rosewood Hotel, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda (the "2024 Annual General Meeting"), and any adjournment or postponement thereof.

The proxy holder shall also have discretion to vote the Shares for or against any amendments to proposals duly made at the 2024 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 2024 Annual General Meeting or any postponement or adjournment thereof. The proxy holders shall have discretion to vote the Shares on any other matters as may otherwise properly come before the 2024 Annual General Meeting or any postponement or adjournment thereof.