Transocean Proxy Statement and 2010 Annual Report

Under the terms and conditions contained within the indentures of the Convertible Senior Notes,
Transocean Inc. will, upon occurrence of a conversion event, deliver cash up to the aggregate principal
amount of the notes and accrued interest (if any). Transocean Ltd. would only be required to deliver or
issue shares for the remainder of its conversion obligation.
As long as the share price per Transocean Ltd. registered share does not exceed USD 168.61 (as increased
and adjusted upon the occurrence of certain events) as quoted on the NYSE during the relevant reference
period prior to a conversion event, Transocean Ltd. will not be required to issue or deliver any shares in
addition to its cash delivery obligation. The Convertible Senior Notes do not provide for a cap on the
relevant conversion price and therefore, there is no maximum number of shares issuable or deliverable at
the date hereof and at any date thereafter prior to the occurrence of a conversion event and the lapse of the
relevant reference period. The SIX Disclosure Office has therefore granted Transocean Ltd. an exemption
from the requirement to disclose the number and percentage of voting rights attached to the sale positions
in the form of the Senior Convertible Senior Notes.
(8) The number of shares held by Marsico Capital Management, LLC is based on a notification received by the
Company on May 3, 2010 informing the Company that the ownership of Marsico Capital Management,
LLC, on behalf of funds managed by and clients of Marsico Capital Management, LLC and its direct and
indirect subsidiaries, has fallen below 3%.
For a full review of the disclosure reports that were made to the Company and the SIX Disclosure Office
during fiscal year 2010, and then published on the SIX electronic publication platform in accordance with art. 20
SESTA, please refer to the search facility of the SIX Disclosure Office at http://www.six-swissexchange.com/shares/companies/major_shareholders_en.html.
Information on the share ownership by directors and executive officers, and greater than 5% shareholders as
of December 31, 2010, based on the number of the Company’s shares outstanding (which is equal to the shares
issued less the shares held in the Company’s treasury), is included on page P-32 of this Annual Report under the
heading “Security Ownership of Certain Beneficial Owners” and on page P-33 of this Annual Report under the
heading “Security Ownership of Directors and Executive Officers.”
1.3 Cross-Shareholdings
Transocean does not have any shareholdings in companies outside the group that to its knowledge have
shareholdings in Transocean.
2. Capital Structure
2.1 Share Capital
As of December 31, 2010, the Company's share capital amounted to CHF 5,028,529,470 and was divided
into 335,235,298 shares. The shares are registered shares (Namenaktien) with a par value of CHF 15 each. The
shares are fully paid, non-assessable and rank pari passu with each other and all other shares.
As of December 31, 2010, the Company has no authorized share capital. The authorized capital pursuant to
art. 5 of our Articles of Association expired on December 18, 2010. Note that our Board of Directors (the “Board”)
proposed to the 2011 annual general meeting of shareholders of the Company, scheduled for May 13, 2011, to
amend the Articles of Association in order to renew the Company's authorized share capital until May 13, 2013. For
details of that proposal refer to page P-13 of this Annual Report under the heading “Agenda Item 7, New
Authorized Share Capital.”
As to conditional share capital, see item 2.2 of this Report.
As to the Company's par value distribution approved at the 2010 Annual General Meeting, see item 2.3 of
this Report.
2.2 Conditional Share Capital
As of December 31, 2010, our Articles of Association provide for a conditional share capital that authorizes
the issuance of new shares up to a maximum amount of CHF 1,951,069,434.36 by issuing a maximum of
167,617,649 fully paid up shares with a par value of CHF 15 each. Any such shares may be issued through:
� the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares
granted in connection with bonds, options, warrants or other securities newly or already issued in national
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