Seadrill : 2023 AGM Proxy Statement

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

FOR THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "MEETING")

OF SEADRILL LIMITED TO BE HELD ON NOVEMBER 17, 2023.

GENERAL

In March 2023, we held the first annual general meeting of our shareholders after our emergence from bankruptcy. At that meeting we originally intended to seek the approval of our shareholders of a management incentive plan under which equity incentive awards could be made to our team in order to better align their interests with the interests of our shareholders. Before the meeting, some shareholders expressed concern about aspects of the management incentive plan. Therefore, our Board of Directors (the "Board") removed the plan from consideration by shareholders at the March meeting so as to address those concerns and make resulting changes to the plan. We have completed that exercise. Even though our prior annual general meeting was held only six months ago, the Board believes that it is imperative to get the plan approved by shareholders so that the Company can begin including equity awards in the compensation packages we provide to our team. Therefore, we have decided to hold a general meeting of our shareholders this November (the "Meeting"). As a matter of efficiency, the Board has decided to treat the Meeting as the 2023 Annual General Meeting of Shareholders and address other items of business that are appropriate for such a meeting, including presenting the 2022 financial statements of the Company, reelecting directors and approving auditors. Holding the 2023 Annual General Meeting on this schedule should also allow us to get on a more normalized schedule for our annual general meetings beginning in 2024, and hold them in the late spring or early summer of the year.

We are furnishing this Proxy Statement in connection with the solicitation by the Board of proxies for use at the Meeting or any adjournment or postponement of the Meeting. The Meeting is to be held at 9:00 am at the Rosewood Hotel, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda on November 17, 2023. At the Meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of 2023 Annual General Meeting of Shareholders (the "Meeting Notice"). We are soliciting proxies from shareholders of record as of 5:00 p.m., Bermuda time on September 20, 2023.

Under Bermuda law, holders of a company's common shares are referred to as "members" but for convenience they are referred to in this Proxy Statement as "shareholders" or "shareholders of record". In this Proxy Statement, the terms "Seadrill," "we," "our," "Company" and "us" refer, as the context requires, to Seadrill Limited.

HOW TO VOTE

Shareholders of Record / Members: You are asked to complete, date and sign the enclosed

Proxy Card to appoint each of the following persons as proxy holders for the Meeting: 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's Bermuda Counsel).

To be valid, any Proxy Card appointing a proxy must be received (completed, dated and signed):

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1. in case of Proxy Cards sent by Broadridge, by Broadridge online at www.proxyvote.comor by mail at:
   c/o Broadridge
   51 Mercedes Way Edgewood, NY 11717 USA
   before 11:59pm EST on November 15, 2023; or
2. in case of Proxy Cards sent by DNB, by DNB via email at [e-mail] by mail at: DNB Bank, ASA, Registrars Dept.
   P.O. Box 1600 Sentrum 0021 Oslo Norway
   before 12:00 CET on November 15, 2023,

(where each time and date above, as applicable, is referred to herein as the "share voting cutoff time").

Please refer to the accompanying Proxy Card for specific voting instructions.

Please sign the Proxy Card exactly as your name appears on the card. If shares are owned jointly, each joint owner should sign the Proxy Card. If a shareholder is a corporation, limited liability company or partnership, the Proxy Card should be signed in the full corporate, limited liability company or partnership name by a duly authorized person. If the Proxy Card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signatory's full title and provide a certificate or other proof of appointment.

Beneficial Owners: If you are a beneficial owner of shares of the Company, your broker, bank or other nominee will arrange to provide materials and instructions for voting your shares. Please note that you may not vote shares held in street name by returning a Proxy Card or voting instruction card directly to the Company unless you provide a legal proxy executed by the shareholder of record and enabling you to vote the shares.

Your vote is important. All shareholders are cordially invited to attend the Meeting. We urge you, whether or not you plan to attend the Meeting, to submit your proxy by completing, signing, dating and mailing the enclosed Proxy Card.

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by sending written notice of revocation to the Company Secretary, James Gilbertson, at Park Place, 55 Par-la-Ville Road, Third Floor, Hamilton HM11, Bermuda, which must be received by the share voting cutoff time, stating that you would like to revoke your proxy or by completing, signing and dating another proxy card and returning it to the Company Secretary, James Gilbertson, at Park Place, 55 Par-la-Ville Road, Third Floor, Hamilton HM11, Bermuda, together with a written notice of revocation, which must be received by the share voting cutoff time, or by attending the Meeting and voting in person.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2022 will be made available at the Meeting. The Board has approved these statements before the meeting, however, there is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company's audited consolidated financial statements for the year ended December 31, 2022 are contained in the Company's report on Form 20-F which is filed with the U.S.

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Securities and Exchange Commission and published on our website at www.seadrill.com/investors/reports-presentations/reports/. Shareholders can request a hard copy free of charge upon request by email to: [e-mail].

COMPANY PROPOSALS

PROPOSAL 1 - NUMBER OF DIRECTORS

At the 2022 Annual General Meeting of Shareholders of the Company, our shareholders approved an increase in the number of Directors comprising the Board from seven (7) to nine

1. to enable the Board to satisfy the Company's obligations under the merger agreement with Aquadrill and appoint two independent directors designated by Aquadrill. Those independent designees were Harry Quarls and Jonathan Swinney and they were appointed to the Board in April 2023 following completion of the Aquadrill merger. As a result, the Company currently has nine (9) serving Directors.

At the Meeting, the Board will ask the shareholders to determine that the number of Directors comprising the Board 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 Board has nominated, in accordance with Proposal 2, for re-election to the Board those nine (9) persons currently serving as Directors of the Company.

The Board recommends that the shareholders vote FOR Proposal 1.

PROPOSAL 2 - RE-ELECTION OF DIRECTORS

The Board has nominated the persons listed below for re-election as Directors of the Company, all of whom are presently serving members of the Board.

As provided in the Company's Bye-laws, each Director is elected at each annual general meeting of Shareholders and shall hold office until the next annual general meeting following his or her election or until his or her office is otherwise vacated in accordance with the Bye- laws of the Company.

At the Meeting, the Board will ask the shareholders to re-elect, by way of separate resolutions, each of Julie Robertson, Jean Cahuzac, Jan Kjaervik, Mark McCollum, Harry Quarls, Andrew Schultz, Paul Smith, Jonathan Swinney and Ana Zambelli to serve until the next annual general meeting or until their respective offices are otherwise vacated in accordance with the Bye-laws of the Company.

Nominees For Election as a Director

Information concerning the nominees for Directors of the Company is set forth below:

	Name	Director Since
Resolution 2
(a)	Julie Robertson*	22 February 2022
(b)	Jean Cahuzac	22 February 2022
(c)	Jan Kjaervik	22 February 2022
(d)	Mark McCollum	22 February 2022
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(e)	Harry Quarls	3 April 2023
(f)	Andrew Schultz	22 February 2022
(g)	Paul Smith	22 February 2022
(h)	Jonathan Swinney	3 April 2023
(i)	Ana Zambelli	25 January 2023

* Serves as Chair of the Board

Biographies

Julie Johnson Robertson, Chair of the Board, Age 66

Ms. Robertson is one of the most respected leaders in the offshore drilling business, and she also was one of the highest ranking female chief executives in the energy sector. Her career at Noble Corporation plc and its predecessor companies spanned more than 40 years and she held many roles, including Executive Chairman, President, and CEO. She currently sits on the Board of Directors for EOG Resources, Superior Energy Services and Patterson-UTI. She is a resident of Houston, Texas. Ms. Robertson serves as chair of the Joint Nomination and Remuneration Committee of the Board.

Mark McCollum, Age 63

Mr. McCollum has extensive global experience in the offshore energy services sector and has chaired three different public-company Audit Committees. He is a 17-year veteran of the oil and gas industry, having most recently served as President and CEO of Weatherford International. He also held several roles of prominence at Halliburton, including EVP and CFO. He currently sits on the Board of Directors for Westlake Corporation and Marathon Oil Corporation where he also sits on the Compensation Committee and the Health, Environmental, Safety and Corporate Responsibility Committee. He is a resident of Crawford, Texas. Mr. McCollum serves as chair of the Audit and Risk Committee of the Board.

Jean Cahuzac, Age 69

Mr. Cahuzac is a highly regarded senior executive in the offshore energy services sector. Until recently the CEO of Subsea 7, he brings over 41 years in the industry having previously worked for Transocean and Schlumberger in operational and management roles. He currently sits on the Compensation Committee at Subsea 7 and as Chairman of the sustainability committee and on the strategy committee at Bourbon Maritime. He is a resident of Paris, France. Mr. Cahuzac serves as the chair of the Operational Excellence Committee of the Board.

Jan Kjærvik, Age 66

Mr. Kjærvik is an accomplished financial executive who brings nearly 40 years of experience in financial roles across the banking, energy and maritime sectors. He is currently Interim Treasurer for GE Energy businesses (Vernova) preparing for demerger from General Electric parent. He was most recently Head of Treasury & Risk for A.P. Møller-Mærsk and prior to that held similar role at Aker Kværner/Solutions. He currently sits on the Board of Directors for Høegh Autoliners and also serves as Chair of its Audit Committee. Previous directorships include Mærsk Supply Service, Mærsk Insurance, Danish Ship Finance, VP Securities and Britannia PI. Mr. Kjærvik holds a Masters in Economics (lic. oec.) from the University of St. Gallen, Switzerland. Mr. Kjærvik is a Norwegian citizen and resides in Oslo, Norway. Mr. Kjærvik is a member of the Audit and Risk Committee of the Board.

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Harry Quarls, Age 71

Mr. Quarls currently serves as chairman of the board for CHC Helicopter, Key Energy Services, and ESS Tech, Inc., and is Lead Director for FlexSteel Pipe. Mr. Quarls previously served as chairman of the board for EP Energy, Sunrise Oil & Gas, Penn Virginia Corporation, SH 130 Concessions Company, Trident Resources Corp, Woodbine Acquisition Corp, and US Oil Sands Corp. Mr. Quarls also served as a director and chairman of the strategic alternatives committee for Gastar Exploration Inc and Rosehill Resources. He has also been a director for Fairway Resources, PetroQuest Energy, GreenRock Energy and Opal Resources. Mr. Quarls served as a Managing Director at Global Infrastructure Partners, leading their efforts in North American energy midstream investments. Additionally, Mr. Quarls served as Managing Director and practice leader for Global Energy as well as a member of the board of directors at Booz & Company, a leading international management consulting firm. Mr. Quarls holds BS and ScM degrees in Chemical Engineering from Tulane University and MIT, respectively. He also holds an MBA from Stanford University. Mr. Quarls is a member of the Operational Excellence Committee of the Board.

Andrew Schultz, Age 68

Mr. Schultz is an experienced turnaround investor and executive, as well as a seasoned director with extensive experience in stressed and distressed situations. As a lawyer and investor, his career has spanned many industries. He is very familiar with both the offshore drilling sector and the E&P sector, serving as Board Chair for Pacific Drilling and a Director for Vanguard Natural Resources. Currently a non-executive director advisor, he sits on a total of seven Boards. He is a resident of New Canaan, Connecticut. Mr. Schultz is a member of the Joint Nomination and Remuneration Committee of the Board.

Paul Smith, Age 52

Mr. Smith is a highly analytical and energetic financial leader who brings depth and expertise in capital allocation, capital structure, capital markets, and restructurings with a global track record across various industries, including mining & metals, oil & gas, and steel. Currently, he is Founder and Principal of Collingwood Capital Partners (which manages public and private investments focused on resources, energy transformation, and technology sectors), and Managing Partner of Voltaire Minerals Partners. He had a nine-year career with Glencore, culminating as CFO for Katanga Mining. He currently sits on the Board of Bunker Hill Mining Corp. He is a resident of Zug, Switzerland. Mr. Smith is a member of the Joint Nomination and Remuneration Committee of the Board.

Jonathan Swinney, Age 57

Mr. Swinney served as the founding Chief Financial Officer of EnQuest PLC from 2010 until 2022, where he led a number of asset acquisitions and major capital markets transactions. Mr. Swinney also served as the head of Mergers and Acquisitions of Petrofac Limited before joining EnQuest PLC and previous to that worked as Managing Director of Lehman Brothers (London) and as Director, Equity Capital Markets of Credit Suisse First Boston (London). Mr. Swinney is a chartered accountant and a qualified solicitor, and holds an LPC with distinction from the College of Law, and a BSc with honors from Southampton University. Mr. Swinney is a member of the Audit and Risk Committee of the Board.

Ana Zambelli, Age 50

Ms. Zambelli brings significant industry experience to the Company, with more than 20 years' experience in the energy services sector in operational, commercial and finance roles. Ms.

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