Transocean Proxy Statement and 2010 Annual Report

Our Articles of Association further require the affirmative vote of at least two-thirds of the shares entitled
to vote at a general meeting of shareholders to approve the following matters:
� the removal of a member of the Board;
� any changes to Article 14, paragraph 1 of the Articles, which requires advance notice of proposal
requirements;
� any changes to Article 20 of the Articles, which sets forth the supermajority vote requirements;
� any changes to Article 21 of the Articles, which sets forth the quorum requirements;
� any changes to Article 22 of the Articles, which specifies the number of members of the Board;
� any changes to Article 23 of the Articles, which sets forth the classification of the Board; and
� any changes to Article 24 of the Articles, which sets forth the indemnification provisions for members of
the Board and officers.
The Articles require the affirmative vote of holders of the number of shares equal to the sum of (x) twothirds
of the number of all shares entitled to vote at a general meeting of shareholders, plus (y) a number of shares
entitled to vote at the general meeting of shareholders that is equal to one-third of the number of shares held by
interested shareholders, for the Company to (subject to certain exceptions) engage in any business combination with
an interested shareholder and for the amendment of the provisions in the Articles relating to this shareholder
approval requirement. An “interested shareholder” is generally defined as a shareholder that, together with its
affiliates and associates, beneficially, directly or indirectly, owns 15% or more of the shares entitled to vote at a
general meeting of the shareholders of the Company.
Irrespective of Swiss law and the Articles of Association, the NYSE requires a shareholder vote for certain
matters such as:
� The approval of equity compensation plans (or amendments to such plans);
� the issuance of shares equal to or in excess of 20% of the voting power of the shares outstanding before the
issuance of such shares (subject to certain exceptions, such as public offerings for cash and certain bona
fide private placements);
� certain issuances of shares to related parties; and
� issuances of shares that would result in a change of control.
For these types of matters, the minimum vote which will constitute shareholder approval for NYSE listing
purposes is the approval by a majority of votes cast, provided that the total vote cast on the proposal represents over
50% in interest of all securities entitled to vote on the proposal.
Quorums
The presence of shareholders, in person or by proxy, holding at least a majority of the Shares recorded in
the Company’s share register and generally entitled to vote at a meeting, is a quorum for the transaction of most
business at the general meeting of shareholders.
Shareholders present, in person or by proxy, holding at least two-thirds of the Shares recorded in the
commercial register and generally entitled to vote at a general meeting constitute the required quorum at a general
meeting to consider or adopt a resolution to amend, vary, suspend the operation of or cause any of the following
provisions of the Articles to cease to apply:
� Article 18, which relates to proceedings and procedures at general meetings of shareholders;
� Article 19(f), which relates to business combinations with interested shareholders;
� Article 20, which sets forth the level of shareholder approval required for certain matters;
� Article 21, which sets forth the quorum at a general meeting required for certain matters, including the
removal of a member of the Board; and
� Articles 22, 23 and 24, which relate to the election and appointment of members of the Board.
CG-18