Valaris Limited Clarendon House 2 Church Street Hamilton, Bermuda HM11 Phone: 713-789-1400www.valaris.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on 8 June 2022

The Annual General Meeting of Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") will be held in the Rooftop Room at The Loren at Pink Beach, 116 South Shore Road, Tucker's Town, Smiths HS 01, Bermuda, at 8:00 a.m. Bermuda time and 6:00 a.m. Houston time, on 8 June 2022 (the "Meeting").

RESOLUTIONS

  • 1. To elect by way of separate resolutions, the seven directors named in the section headed "Resolution 1" of the accompanying proxy statement to serve until the 2023 Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated in accordance with the bye-laws of the Company.

  • 2. To approve the appointment of KPMG LLP as our independent registered public accounting firm until the close of the 2023 Annual General Meeting of Shareholders and to authorize the Board of Directors of the Company (the "Board"), acting by its Audit Committee, to set KPMG LLP's remuneration.

3. To approve on a non-binding, advisory basis, the compensation of our named executive officers.

Shareholders may also be asked to consider and vote on such other business as may properly come before the Meeting and any adjournment or postponement thereof. The Company's annual audited financial statements for the year ended 31 December 2021 will also be available at the Meeting and are included in our 2021 annual report to shareholders.

The Board has fixed the close of business on 13 April 2022 as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment or postponement thereof. You must be a shareholder of record as of the close of business on the record date to attend and vote at the Meeting and any adjournment or postponement thereof. Even if you plan to attend the Meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the Meeting in accordance with your instructions. Any signed proxy returned and not completed will be voted as recommended by the Board in the proxy statement.

For resolutions 1 and 2, assuming a quorum is present, each resolution will be approved if a simple majority of the votes cast are cast in favor thereof. With respect to the non-binding, advisory vote on resolution 3 regarding the compensation of our named executive officers, the result of the vote will not require the Board or any committee thereof to take any action. However, our Board values the opinions of our shareholders and will carefully consider the outcome of the advisory vote on resolution 3.

Important notice regarding the availability of proxy materials for the Meeting to be held on 8 June 2022: The Proxy Statement, our 2021 annual report to shareholders and proxy card are available without charge atwww.proxyvote.com.

We are monitoring developments regarding the ongoing COVID-19 pandemic and preparing in the event any modifications to the Meeting are necessary or appropriate. If we determine to make any change to the date, time, location or procedure of the Meeting, we will announce such changes in advance.

Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.

By Order of the Board of Directors,

Anton Dibowitz

Director, President and Chief Executive Officer

19 April 2022

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY1

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 5

OWNERSHIP OF VOTING SECURITIES 13

RESOLUTIONS 1a. - 1g. 15

RESOLUTION 2 19

RESOLUTION 3 21

CORPORATE GOVERNANCE 22

AUDIT COMMITTEE REPORT 32

GENERAL MATTERS 33

EXECUTIVE COMPENSATION 33

Summary Compensation Table 33

All Other Compensation Table 37

Narrative Disclosure to Summary Compensation Table 38

Outstanding Equity Awards at Fiscal Year-End Table 44

Termination or Change in Control Payments and Benefits 45

Director Compensation 46

HOUSEHOLDING OF SHAREHOLDER MATERIALS 49

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 8 JUNE 2022 49

INFORMATION CONCERNING SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL

GENERAL MEETING OF SHAREHOLDERS 50

OTHER MATTERS 52

PROXY STATEMENT SUMMARY

Certain information in this summary is contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2021 fiscal performance, please review our annual report on Form 10-K for the year ended 31 December 2021. The Notice of Internet Availability, this proxy statement, our 2021 annual report and a proxy card are first being sent or distributed to shareholders on or about 19 April 2022 and are available, free of charge, atwww.proxyvote.com.

2022 Annual General Meeting of Shareholders

Time and Date:

8:00 a.m. Bermuda time

Place:

Rooftop Room at The Loren at Pink Beach, 116 South Shore Road, Tucker's Town, Smiths HS 01, Bermuda

Meeting Date: 8 June 2022

Record Date: 13 April 2022

Voting Cutoff Date: 3:00 p.m. Eastern Time on 7 June 2022

Shareholders are strongly encouraged to submit a proxy vote in advance of the Meeting. Details on how to submit your proxy vote are set out on page 9. Shareholders are asked to appoint the following persons as proxies for the Meeting: Anton Dibowitz, President and Chief Executive Officer, and Davor Vukadin, Company Secretary.

Voting Matters and Board Recommendations

Election of Directors

FOR each Nominee

Approve appointment of KPMG LLP as Independent Auditors and to authorize the Board, acting by its Audit Committee, to set KPMG LLP's remuneration

FOR

Advisory Vote to Approve Named Executive Officer Compensation

FOR

Board Nominees

Name Anton Dibowitz

AgeDirector Since

Principal Occupation

Independent

  • 50 2021

    President and Chief Executive Officer of Valaris

    No

    Gunnar Eliassen

  • 36 N/A

Investment Director at Seatankers Services (UK) LLP

Yes

Dick Fagerstal

61 36 43 52 71

  • 2021 Executive Chairman of Global Marine Group

    Yes

    Joseph Goldschmid

  • 2021 Managing Director, Oak Hill Advisors, L.P.

    Yes

  • Elizabeth D. Leykum

  • 2021 Founder of Serenade Capital LLC

    Yes

    Deepak Munganahalli

  • 2021 Co-founder of JOULON

    No

  • James W. Swent, III

  • 2021 Former Chairman, President and Chief Executive Officer of Southcross Energy Partners, L.P.

Board Committee Composition

Yes

Environmental,

Name Anton Dibowitz

Audit Committee

Compensation

Committee

Social and Governance CommitteeNominating and

Governance CommitteeStrategy Committee

Chair

Dick Fagerstal

Chair

a

Joseph Goldschmid

Elizabeth D. LeykumChair

Deepak Munganahalli

Chair

James W. Swent, III

a

a

aa aa a a

a

a

Chair

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Valaris Ltd. published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2022 23:54:05 UTC.