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ENSCO PLC | Meeting Information Meeting Type: Annual General Meeting of Shareholders For record holders as of: 26 March 2018 Date: 21 May 2018 Time: 8:00 a.m. London Time Location: Serpentine Suite of the Hilton London on Park Lane 22 Park Lane London, W1K 1BE, UNITED KINGDOM | |
You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||
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Voting Items | ||||
The Board of Directors recommends a vote "For" Resolutions 1 through 12. | ||||
1. | To re-elect Directors to serve until the 2019 Annual General Meeting of Shareholders: | |||
Nominees: | 5. | To approve the Ensco plc 2018 Long-Term Incentive Plan. | ||
1a. J. Roderick Clark | 6. | A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2017. | ||
1b. Roxanne J. Decyk | ||||
1c. Mary E. Francis CBE | 7. | A non-binding advisory vote to approve the compensation of our named executive officers. | ||
1d. C. Christopher Gaut | ||||
1e. Jack E. Golden | 8. | A non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2017. | ||
1f. Gerald W. Haddock | ||||
1g. Francis S. Kalman | 9. | To (i) approve the terms of one or more agreements providing for the purchase by the Company of up to 65.0 million shares for up to a maximum of $500 million in aggregate from one or more financial intermediaries and (ii) authorise the Company to make off-market purchases of shares pursuant to such agreements, the full text of which can be found in "Resolution 9" of the accompanying proxy statement. | ||
1h. Keith O. Rattie | ||||
1i. Paul E. Rowsey, III | ||||
1j. Carl G. Trowell | ||||
1k. Phil D. Wedemeyer | 10. | To authorise the Board of Directors to allot shares, the full text of which can be found in "Resolution 10" of the accompanying proxy statement. | ||
2. | To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ending 31 December 2018. | |||
3. | To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company). | 11. | To approve the general disapplication of pre-emption rights, the full text of which can be found in "Resolution 11" of the accompanying proxy statement. | |
4. | To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration. | 12. | To approve the disapplication of pre-emption rights in connection with an acquisition or specified capital investment, the full text of which can be found in "Resolution 12" of the accompanying proxy statement. |