EX-99.5 6 d547017dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

 

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SCAN TO VIEW MATERIALS & VOTE wSEADRILL LIMITED PARK PLACEVOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above 55 PAR LA VILLE ROAD Use the Internet to transmit your voting instructions and for electronic delivery of information. HAMILTON Vote by 11:59 p.m. EST on November 15, 2023. Have your proxy card in hand when you access HM 11 BERMUDA the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf 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—1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. EST on November 15, 2023. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, 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 November 15, 2023.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V24210-P98825 KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYSEADRILL LIMITEDThe Board of Directors recommends you vote FOR proposals 1, 2(a)-(i), 3 and 4.1. To determine that the number of Directors comprising For Against Abstain 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.2. To re-elect, by way of separate resolutions, the following For Against Abstain persons as Directors of the Company to serve until the next annual general meeting or until their respective 3. To appoint PricewaterhouseCoopers LLP to serve as the offices are otherwise vacated in accordance with the auditor of the Company for the financial year ending Company’s Bye-laws. December 31, 2023 and until the close of the next annual general meeting, and to authorize the Board of Directors 2a. Julie Robertson (acting through the Audit and Risk Committee) to determine the remuneration of PricewaterhouseCoopers 2b. Jean Cahuzac LLP. 2c. Jan Kjaervik 4. To approve the Management Incentive Plan. 2d. Mark McCollum NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2e. Harry Quarls 2f. Andrew Schultz 2g. Paul Smith 2h. Jonathan Swinney 2i. Ana Zambelli 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


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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice and Proxy Statement and 20-F are available at www.proxyvote.com.V24211-P98825 SEADRILL LIMITEDAnnual General Meeting of Shareholders November 17, 2023 at 9:00 AMThis 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), 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), 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 9:00 AM, on November 17, 2023, at the Rosewood Hotel, 60 Tucker’s Point Dr., Hamilton Parish, HS 02 Bermuda, 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 2023 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 2023 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 2023 Annual General Meeting or any postponement or adjournment thereof.Continued and to be signed on reverse side