Transocean Proxy Statement and 2010 Annual Report

6.3 Convocation of the General Meeting of Shareholders
Notice and Proxy Statements
The Board generally convenes a general meeting of shareholders. Under Swiss law, the convocation notice
is published in the Swiss Official Gazette of Commerce and must be sent to each registered shareholder at the
address recorded in the share register at least 20 days prior to the meeting.
In addition to being required to comply with the notice provisions under the CO, the Company is subject to
the rules of the SEC that regulate the solicitation of proxies (the “Proxy Rules”). The Company is required to file
with the SEC its proxy statement related to a general meeting of the Company’s shareholders, together with a form
of proxy card used by the Company and certain other soliciting material furnished to the Company’s shareholders in
connection with such meeting. The disclosure the Company is required to include in its proxy statement generally
includes certain information with respect to the matters that are known by the Company to be presented for a vote at
the meeting. With respect to a proxy statement for an annual general meeting, the disclosure in the proxy statement
would generally include, among other things, certain information about directors, executive officers and corporate
governance; executive compensation; security ownership of certain beneficial owners and management and related
shareholder matters; certain relationships and related party transactions; and director independence. In addition, the
proxy statement will be made available to each shareholder registered in the Company’s share register as of the
relevant record date.
Extraordinary General Meetings of Shareholders
An extraordinary general meeting of shareholders may be called upon the resolution of the Board or, under
certain circumstances, by the auditor. In addition, the Board is required to convene an extraordinary general meeting
of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an
aggregate of at least 10% of the Shares, specifying the items for the agenda and their proposals, or if it appears from
the annual standalone statutory balance sheet that half of the Company’s share capital and reserves are not covered
by the Company’s assets. In the latter case, the Board must immediately convene an extraordinary general meeting
of shareholders and propose financial restructuring measures.
6.4 Agenda Requests
Under our Articles of Association, any shareholder may request that an item be included on the agenda of a
general meeting of shareholders. Such shareholder may also nominate one or more members of the Board for
election. A request for inclusion of an item on the agenda or a nominee must be in writing and received by the
Company at least 30 calendar days prior to the anniversary date of the proxy statement filed with the SEC in
connection with the Company’s last general meeting of shareholders; provided, however, that if the date of the
general meeting of shareholders is more than 15 days before or 30 days after the anniversary date of the last annual
general meeting of shareholders, such request must instead be made by the tenth day following the date on which
the Company has made public disclosure of the date of the general meeting of shareholders. The request must
specify the relevant agenda items and motions, together with evidence of the required Shares recorded in the share
register, as well as any other information as would be required to be included in a proxy statement pursuant to the
Proxy Rules.
6.5 Registration in the Company's Share Register / Record Date
Registration in the Company’s share register maintained by the Company’s U.S. transfer agent and
registrar, BNY Mellon Shareholder Services, occurs upon request and is not subject to any condition. Only those
shareholders (including nominees) who are registered in the share register on the record date have the right to vote
at the meeting. The Company generally expects to set the record date for each annual general meeting of
shareholders to be a date not more than 20 calendar days prior to the date of the relevant annual general meeting and
announce the date of the annual general meeting of shareholders prior to the record date.
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