Valaris : 2022 Proxy Statement (20.59 MB)

Joint Letter from Our

Chief Executive Officer and Chair of the Board

Dear Fellow Shareholders,

The past year was an important year for Valaris as we laid the foundation for continued success during the unfolding industry upcycle. The fundamental outlook for our industry remains strong as global demand for hydrocarbons continues to grow, while events over the past twelve months have brought the topic of energy security to the forefront and highlighted the importance of oil and gas in meeting the world's need for secure, reliable and affordable energy.

Delivering operational excellence and investing in our people

During 2022, we continued to deliver strong operational performance, achieving revenue efficiency of 97% for the year. The core of our business, and our primary focus every day, is on delivering safe, reliable and efficient operations, and we were pleased to once again be recognized by our customers as the highest ranked offshore driller in total satisfaction in the leading independent survey covering offshore drillers. This award is a testament to the exceptional work that our dedicated offshore crews and onshore support teams perform in partnership with our customers.

We believe that our people are a critical element of our success, and we recognize that a motivated, engaged and diverse workforce is essential to delivering excellence. As a result, we continue to invest in our people both onshore and offshore, for example:

• We continued our Building Organizational Leadership Development (BOLD) training for offshore supervisors, which was attended by approximately 650 personnel in 2022.
• We enhanced our new hire training program in the U.S. Gulf of Mexico, utilizing one of our stacked rigs to introduce new personnel to the offshore working and living environment to better prepare them for deployment onboard our working rigs.
• We implemented a new onshore leadership program to develop senior leadership throughout the organization.

Exercising our operational leverage and actively managing our fleet

We continue to employ a disciplined fleet management strategy with a focus on driving long- term shareholder value. As part of our fleet strategy, we aim to have a critical mass of rigs in priority basins to benefit from economies of scale. Following the reactivation of VALARIS DS-8 and DS-17, we will have ten floaters operating across the golden triangle, including four rigs in Brazil, a market where we expect to see continued growth over the next several years.

We have proven our ability to win work for and reactivate our preservation stacked assets, and we see attractive opportunities for our remaining stacked fleet, particularly our two high-specification drillships VALARIS DS-7 and DS-11.

Disciplined approach to capital allocation

We will execute the operational leverage in our business in a disciplined manner to create long-term shareholder value. This will require investments in our fleet to reactivate our high-quality stacked assets for contracts that are expected to generate attractive returns. We expect that as we complete reactivations and the active fleet rolls to market rates, we will generate significant free cash flow.

The Board and management are committed to returning meaningful capital to shareholders as we generate free cash flow. In September 2022, we announced a $100 million share repurchase program. More recently, we entered into a $375 million revolving credit facility that provides additional liquidity to the business and increases our capital allocation flexibility, including the return of capital to shareholders.

Realizing value from ARO Drilling

A large portion of demand growth in the jackup market over the past twelve months has been driven by the Middle East, particularly Saudi Arabia. Valaris has significant exposure to this market through ARO Drilling, our unconsolidated 50/50 joint venture with Saudi Aramco.

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2023 Proxy Statement

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Joint Letter from Our Chief Executive Officer and Chair of the Board

2023 is expected to be an important year in the growth of ARO, with two newbuild rigs due to be delivered, each backed by long-term contracts with Saudi Aramco at highly attractive economics. We see significant demand in the local market for financing the newbuilds and we expect funding to be secured prior to delivery. Importantly, we do not expect that Valaris or Saudi Aramco will need to provide any additional financing to ARO to fund the newbuild program. We remain focused on highlighting what we believe is the significant value inherent in ARO, and recent asset transactions and IPOs in the region help to support this view.

Advancing our sustainability program

We are committed to making progress on our sustainability journey and we have a strong framework in place to advance our efforts. Our sustainability program is primarily focused on reducing emissions from our own operations and partnering with our customers on their efforts. We have already implemented several solutions onboard our rigs to help lower emissions, such as engine optimization and selective catalytic reduction (SCR) systems, and we will continue to make targeted

investments in our fleet where it makes sense to do so.

We recently issued our latest annual Sustainability Report, which was prepared in accordance with the Task Force on Climate-Related Disclosures framework and the Sustainability Accounting Standards Board. In addition, we set emissions' intensity reduction targets as further described in our 2022 Sustainability Report.

We would like to thank the entire Valaris team for their many accomplishments over the past year. Looking forward, the Valaris management team and Board are positive about the outlook for the company. We will continue executing our strategy of being focused, value driven and responsible in order to drive increased earnings and meaningful free cash flow in an unfolding upcycle.

On behalf of our entire global workforce, thank you for your support.

Sincerely,

Anton Dibowitz	Elizabeth D. Leykum
Director, President and
Chief Executive Officer	Chair of the Board

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Valaris Limited

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Notice of Annual General Meeting

of Shareholders (the "Meeting")

Date and Time	Location
June 7, 2023	Chelston - Ballroom C
8:00 a.m. Bermuda time	Rosewood Bermuda
60 Tucker's Point Drive
6:00 a.m. Houston time
Hamilton Parish
	HS 02, Bermuda

Who Can Vote

Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") as of April 17, 2023 are entitled

to vote.

Resolution 1	Resolution 2	Resolution 3	Resolution 4
Election of Eight Director	Advisory Vote to	Advisory Vote on the	Approve appointment of
Nominees Named in the	Approve Named	Frequency of Future	KPMG LLP as our
Proxy Statement	Executive Officer	Advisory Votes to	Independent Registered
	Compensation	Approve Named	Public Accounting Firm
		Executive Officer	and to authorize the
		Compensation	Board, acting by its Audit
			Committee, to set KPMG
			LLP's remuneration

"FOR"

each director nominee

Page 11

"FOR"

Page 35	"ONE
YEAR"

Page 36

"FOR"

Page 72

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 audited financial statements for the year ended December 31, 2022 will also be available at the Meeting and are included in our 2022 annual report to shareholders ("2022 annual report").

Your vote is very important. 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. Voting your shares will help to ensure that your interests are represented at the Meeting. 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,

Davor Vukadin

Senior Vice President, General Counsel and Secretary

April 18, 2023

How to Vote

Internet

www.proxyvote.com

Have your proxy card in hand when you access the website and follow the instructions.

Mail

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received no later than 3:00 PM Eastern time on June 6, 2023, which is the voting cutoff time.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 7, 2023. The proxy statement, our 2022 annual report and proxy card are available without charge at www.proxyvote.com.

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