📰 What This Document Is 📜

This document is a Supplemental Proxy Statement (a DEFA14A) issued by Noble Corporation plc. Think of a proxy statement as a detailed educational pamphlet that explains exactly what shareholders will be voting on at an upcoming meeting. Because Noble is a UK-incorporated company listed on a US exchange, its corporate rules are complex, and this material focuses on that complexity.

👉 The goal of this filing is to convince shareholders to vote "FOR" two specific proposals that grant the company the necessary legal authority to issue shares in the future.

🏢 About Noble Corporation plc 🏭

While the filing is focused on corporate mechanics, it confirms that Noble Corporation plc is a company incorporated in the United Kingdom (UK) but whose ordinary shares are listed exclusively on the New York Stock Exchange (NYSE).

👉 This UK incorporation status is the primary source of complexity and the central argument of the entire document, as it means the company is subject to unique UK corporate law provisions regarding share issuance that would not apply to a company incorporated directly in the US.

📝 The Share Authority Proposals (14 & 15) 🗳️

The core of the entire document revolves around two proposals (Proposal 14 and Proposal 15). Simply put, the company needs permission from its shareholders to legally issue more shares when needed.

Proposal 14: This seeks authority to allot (create and issue) shares, limited to up to approximately 20% of the Company’s existing issued share capital. This authority would last for five years.
Proposal 15: This is the mechanism that addresses who gets the new shares. Because of UK law, when issuing shares for cash, the company usually must first offer those shares to existing shareholders on a pro-rata basis (these are called statutory pre-emption rights). Proposal 15 asks shareholders to waive these pre-emption rights.

👉 The combination of both proposals allows the Board to gain the necessary legal flexibility to issue shares for strategic reasons without being forced to follow the strict, pre-determined offering structure of UK law.

💰 Why The Authority Is Needed 🚀

Management and the Board strongly argue that these proposals are not merely administrative, but critically necessary for the company's future growth and stability. The central theme is the need for strategic flexibility.

Strategic Opportunities: The primary reason for seeking this authority is the ability to "quickly take advantage of strategic opportunities," which includes potential acquisitions and other capital-intensive transactions.
Avoiding Disadvantage: Without the renewal of this authority, the company may be required to obtain separate shareholder approval prior to issuing shares for any new strategic opportunity. The Board argues this would put Noble at a significant disadvantage when competing for acquisitions compared to US-domiciled companies.
Analogy: Imagine a car that has a limited amount of fuel reserves. The Board is arguing that without the renewal of the authority, the car will break down every time it needs to make a major journey (an acquisition), even if the destination is critical to its success.

🇬🇧 UK Law vs. US Listing Rules ⚖️

A major portion of this filing is dedicated to explaining the difference between Noble's legal domicile (UK) and where its shares are traded (NYSE/US). This comparison is critical for understanding the risk and necessity of the vote.

US Equivalence: The Board asserts that despite being UK-incorporated, Noble is treated as a US domestic reporting company under SEC rules, meaning it is subject to "substantially the same governance and share issuance requirements as all other US-incorporated companies listed on NYSE."
The Problem of the Gap: The Board emphasizes that while US rules generally require shareholder approval for certain issuances, the UK corporate structure requires both the authority to allot shares (Proposal 14) and the authority to waive pre-emption rights (Proposal 15).
Key Point: The company's core argument is that relying on the US model alone fails to account for the complex legal requirements inherent in its UK incorporation.

📉 Addressing Shareholder Concerns (ISS) ⚠️

The Board directly addresses the recommendation of Institutional Shareholder Services (ISS), which advised voting "Against" these proposals. The Board explains why ISS's recommendation is inadequate for their unique situation.

The Critique: The Board argues that ISS's rationale—which focuses on the five-year duration of the authorization sought—does not accurately assess the needs of a public company listed on the NYSE.
The Limitation: The Board stresses that by advising against the proposal, ISS fails to recognize that a US-domiciled company may not need to seek these types of specific, dual authorizations at all.
The Recommendation Counter: The Board re-asserts that the five-year statutory timeframe is the maximum necessary under UK law to maintain competitive capability.

✅ Board and Shareholder Recommendations 🤵

The company’s leadership and advisory groups have provided clear guidance to shareholders on how to vote.

Board Recommendation: The Board of Directors recommends that shareholders vote "FOR" both Proposal 14 and Proposal 15.
Glass Lewis Recommendation: In alignment with the Board, Glass Lewis also recommends that shareholders vote "FOR" the Share Authority Proposals.
Past Support: The Board notes that these same proposals were last approved by shareholders in 2025 with support from "more than 90% of votes cast."

🗓️ Event Logistics and Contacts 📞

This section provides all the logistical details required for shareholders to participate in the vote and for anyone who has questions.

Meeting Details: The Annual General Meeting of Shareholders is scheduled for April 29, 2026, at 11:30 a.m. Central Time.
Availability: The required materials (this supplement, the Notice, and the Annual Report) are available at www.proxyvote.com.
Contact Information:
- Investor Relations: [email protected] or 713-239-6019
- Proxy Solicitor (Georgeson): 888- 463-5916

🧠 The Analogy 💡

Think of the corporate structure like a high-tech race car competing on two tracks: one is the US highway, and the other is a challenging British race circuit. While the car (Noble) is primarily seen on the US highway, its internal mechanics (the corporate law) are governed by the British rules. The two shareholder proposals are like giving the pit crew (the Board) the authority to make specific, necessary modifications to the engine (issuing shares) that allow the car to function optimally on both tracks, even though the US rules usually cover most of what's needed. Without these specific British-law permits, the car might be forced to slow down or stop entirely when a strategic, unexpected corner comes up.

🧩 Final Takeaway 🎯

The company needs shareholder approval to renew specific, dual authorizations under UK law, which are crucial for maintaining the flexibility to fund large strategic opportunities (like acquisitions) and remain competitive against US-domiciled peers. The filings assert that without this vote, Noble's growth strategy and operational freedom could be significantly limited.

Noble Corp (NE-WT) seeks approval to renew share authority for growth