Seadrill Limited — Remuneration Information 2023

Sep 27, 2023

Seadrill Announces Approval of Restated Management Incentive Plan and New Incentive Awards

Seadrill Announces Approval of Restated Management Incentive Plan and New Incentive Awards

Hamilton, Bermuda, September 27, 2023 - The Board of Directors of Seadrill

Limited ("Seadrill" or the "Company") (NYSE & OSE: SDRL) has approved an amended

and restated management incentive plan (the "Restated Plan") under which awards

may be made to certain members of the Company's management, and other leading

employees, outside directors and consultants of the Company. The Restated Plan

is designed to align the interests of eligible participants with those of the

Company's shareholders. The Board of Directors of the Company adopted the

Restated Plan to effect changes to the management incentive plan approved by the

Board of Directors in August 2022 (the "Plan") that were intended in part to

address feedback received from shareholders of the Company. The Restated Plan

will become effective upon its approval by the Company's shareholders at the

Company's upcoming Annual General Meeting.

The Restated Plan provides that the Joint Nomination and Remuneration Committee

of the Board of Directors of the Company (the "Committee") may make various

equity awards to participants, including Time-vested Restricted Stock Units

("TRSUs") and Performance Restricted Stock Units ("PRSUs"). The Restated Plan is

limited to a total of 2,910,053 common shares, representing approximately (1)

5.5% of the Company's share capital at the time of the Company's emergence from

Chapter 11 of the U.S. Bankruptcy Code as provided for under the Company's Plan

of Reorganization and (2) 3.6% of the Company's share capital as of the date

hereof (in each case, on a fully diluted and fully distributed basis).

On September 25, 2023, the Committee made awards under the Plan including (1) a

total of 125,841 TRSUs for management and employees, vesting ratably annually on

each of the first and second anniversaries of the grant date, subject to

continued employment through such date, and (2) a total of 293,629 PRSUs for

management and employees, to vest in a cliff at the end of a performance period

ending December 31, 2025, subject to continued employment through such date and

achieving certain performance objectives linked to (a) the total shareholder

return (TSR) on the Company's common shares as compared to (i) certain absolute

TSR targets and (ii) the TSR of a compensation peer group (60% weighting), and

(b) achievement of certain free cash flow metrics (40% weighting). Vested TRSUs

and PRSUs will be settled, at the discretion of the Committee, in cash or,

subject to effectiveness of the Restated Plan, common shares of Seadrill.

Of the awards made by the Committee on September 25, 2023, the primary insiders

of the Company, Simon Johnson (President and Chief Executive Officer), Grant

Creed (EVP, Chief Financial Officer), Leif Nelson (EVP, Chief Operations &

Technology Officer), Torsten Sauer-Petersen (EVP, Human Resources), Samir Ali

(EVP, Chief Commercial Officer) and Todd Strickler (SVP, General Counsel)

received a total of 125,841 TRSUs and a total of 293,629 PRSUs, as further

described in the attached forms.

This information is subject to disclosure requirements pursuant to article 19 of

the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of

the Norwegian Securities Trading Act.

Contact information:

Lydia Brantley Mabry

Director of Investor Relations

T: +1 (832) 252-7064

E: lydia.mabry@seadrill.com

About Seadrill Limited

Seadrill is a leading offshore drilling contractor utilizing advanced technology

to unlock oil and gas resources for clients across harsh and benign locations

around the globe. Seadrill's high-quality, technologically-advanced fleet spans

all asset classes allowing its experienced crews to conduct operations across

geographies, from shallow to ultra-deepwater environments.