Transocean Proxy Statement and 2010 Annual Report

Proposal of the Board of Directors
AGENDA ITEM 7.
New Authorized Share Capital
The Board of Directors proposes that its authority to issue shares out of the Company’s authorized
share capital, which expired on December 18, 2010, be readopted for a new two-year period, expiring on
May 13, 2013. Under the proposal, the Board of Directors’ authority to issue new shares in one or several
steps will be limited to a maximum of 67,047,057 shares, or 19.99% of the currently existing stated share
capital of the Company. The proposed amendments to the Articles of Association are included in
Annex B.
Explanation
Under the Swiss Code of Obligations, the authority of the Board of Directors to issue shares out of
the Company’s authorized share capital is limited to a maximum two-year period. The use of an authorized
share capital of 167,617,649 shares (50% of the outstanding share capital registered in the commercial
register) under the current Article 5 of the Articles of Association expired on December 18, 2010.
If the proposed authorized share capital is approved, and the Board of Directors resolves to use the
authorized share capital in one or several steps, the Board of Directors will determine the time of the
issuance, the issuance price, the manner in which the new shares have to be paid, the date from which the
shares carry the right to dividends and, subject to the provisions of our Articles of Association, the
conditions for the exercise of the preemptive rights with respect to the issuance and the allotment of
preemptive rights that are not exercised.
The proposed amendments could, under certain circumstances, have an anti-takeover effect, although
this is not the intention of this proposal. For example, in the event of a hostile attempt to take over control
of the Company, it may be possible for us to seek to impede the attempt by issuing additional shares, which
would dilute the voting power of the other outstanding shares and increase the potential cost to acquire
control of us. However, the Board is not aware of any attempt to take control of the Company, and the
Board has not presented this proposal with the intent that it be utilized as a type of anti-takeover device.
To the extent that additional authorized shares are issued in the future, the issuance may decrease the
existing shareholders’ percentage equity ownership and, depending on the price at which such shares are
issued, could be dilutive to the existing shareholders.
The Board of Directors may allow preemptive rights that are not exercised to expire, or it may place
such rights or shares, the preemptive rights of which have not been exercised, at market conditions or use
them otherwise in our interest. Under our Articles of Association, in connection with the issuance of new
shares from authorized capital, the Board of Directors is authorized to limit or withdraw the preemptive
rights of the existing shareholders in various circumstances, including (1) following a shareholder or group
of shareholders acting in concert having acquired in excess of 15% of the share capital registered in the
commercial register without having submitted a takeover proposal to shareholders that is recommended by
the Board of Directors or (2) for purposes of the defense of an actual, threatened or potential unsolicited
takeover bid, in relation to which the Board of Directors has, upon consultation with an independent
financial adviser retained by the Board of Directors, not recommended acceptance to the shareholders.
In the ordinary course of our business, we may determine from time to time that the issuance of
shares is in the best interest of the Company for various purposes, including financings, acquisitions and
the issuance of shares under the Company’s Long-Term Incentive Plan.
The Board of Directors believes the proposed authorized share capital will help ensure that the
Company will have the flexibility to make acquisitions and access the equity capital markets when
opportunities arise, rather than being subject to the delays associated with preemptive rights or the need to
call a shareholders’ meeting and obtain further shareholder approval, except as may be required by
applicable laws or regulations, including the rules of the NYSE (which requires shareholder approval in
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