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Transocean Proxy Statement and 2010 Annual Report

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In addition, for information required to be disclosed under Swiss law regarding compensation during fiscal<br />

year <strong>2010</strong> of directors <strong>and</strong> executive officers, in the aggregate, <strong>and</strong> regarding the security ownership of directors <strong>and</strong><br />

executive officers as of December 31, <strong>2010</strong>, please refer to the Notes to the Consolidated Financial <strong>Statement</strong>s—<br />

Note 26–Supplemental Disclosures Required by Swiss Law–Compensation <strong>and</strong> Security Ownership of Board<br />

Members <strong>and</strong> Executive Officers on page AR-119 of this <strong>Annual</strong> <strong>Report</strong>, in conjunction with the Notes to the<br />

<strong>Transocean</strong> Ltd. st<strong>and</strong>alone statutory financial statements included in this <strong>Annual</strong> <strong>Report</strong>—Note 7–Board of<br />

Directors Compensation, Note 8–Executive Management Compensation <strong>and</strong> Note 9–Share Ownership–Board of<br />

Directors <strong>and</strong> Executive Management on page SR-8, page SR-11 <strong>and</strong> page SR-15, respectively, of this <strong>Annual</strong><br />

<strong>Report</strong>.<br />

6. Shareholders’ Participation Rights<br />

6.1 Voting Rights <strong>and</strong> Limitations to Shareholders' Voting Rights<br />

Each share carries one vote at a general meeting of shareholders. Voting rights may be exercised by<br />

shareholders (including nominees) registered in the Company’s share register or by a duly appointed proxy of a<br />

registered shareholder or nominee, which proxy need not be a shareholder of the Company. Shareholders wishing to<br />

exercise their voting rights who hold their shares through a bank, broker or other nominee must follow the<br />

instructions provided by such bank, broker or other nominee or, absent instructions, contact such bank, broker or<br />

other nominee for instructions. Shareholders holding their shares through a bank, broker or other nominee will not<br />

automatically be registered in the Company's share register. If any such shareholder wishes to be registered in the<br />

Company's share register, such shareholder must contact the bank, broker or other nominee through which it holds<br />

its shares.<br />

There are currently no limitations under our Articles of Association restricting the rights of shareholders to<br />

hold or vote <strong>Transocean</strong> shares.<br />

6.2 Supermajority Requirements / Quorums<br />

Supermajority Requirements<br />

Pursuant to our Articles of Association, the shareholders generally pass resolutions by the affirmative vote<br />

of a majority of the votes cast at the general meeting of shareholders (not counting broker non-votes, abstentions<br />

<strong>and</strong> blank or invalid ballots), unless otherwise provided by law (including stock exchange regulations) or our<br />

Articles of Association.<br />

Regarding election of directors by a plurality of the votes cast <strong>and</strong> <strong>Transocean</strong>'s majority vote policy, refer<br />

to item 3.3.1 of this <strong>Report</strong>.<br />

The CO <strong>and</strong>/or our Articles of Association require the affirmative vote of at least two-thirds of the voting<br />

rights <strong>and</strong> an absolute majority of the par value of the shares, each as represented (in person or by proxy) at a<br />

general meeting of shareholders to approve the following matters:<br />

� the amendment to or the modification of the purpose of the Company;<br />

� the creation or cancellation of shares with privileged voting rights;<br />

� the restriction on the transferability of shares or cancellation thereof;<br />

� the restriction on the exercise of the right to vote or the cancellation thereof;<br />

� an authorized or conditional increase in the share capital;<br />

� an increase in the share capital (1) through the conversion of capital surplus, (2) through a contribution in<br />

kind, or for purposes of an acquisition of assets, or (3) a grant of special privileges;<br />

� the limitation on or withdrawal of preemptive rights;<br />

� a change in the registered office of the Company;<br />

� the conversion of registered shares into bearer shares <strong>and</strong> vice versa; <strong>and</strong><br />

� the dissolution of the Company.<br />

CG-17

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