PROXY FORM
PACIFIC DRILLING S.A. (the “Company”)
Proxy Solicited for Annual General Meeting 24 May 2016
The undersigned hereby authorise DNB Bank ASA to constitute and appoint any director, Chief Financial Officer or Secretary of the Company or any employee of Centralis S.A. (Luxembourg) or any lawyer of Wildgen, Partners in Law, each acting under his/her sole signature, to represent the undersigned at the Annual General Meeting of Shareholders of the Company to be held at 8-10 Avenue de la Gare, L-1610 Luxembourg on 24 May 2016 at 10:00 a.m. (Central European time) or any adjournment thereof, for the purposes set forth below and in the Notice of Annual General Meeting issued by the Company on or around 2 May 2016 and to vote on the items set forth below in accordance with the instructions set out below taking into account the Company Proposals.
Please mark your votes as in this example.
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| Item | Resolutions | For | Against | Abstain |
1. | Approval of the stand alone audited and unconsolidated annual accounts of the Company for the financial period from 1 January 2015 to 31 December 2015 prepared in accordance with Luxembourg Generally Accepted Accounting Principles and the laws and regulations of the Grand-Duchy of Luxembourg (the Annual Accounts). | | | |
2. | Approval of the consolidated financial statements of the Company for the financial period from 1 January 2015 to 31 December 2015 prepared in accordance with United States Generally Accepted Accounting Principles (the Consolidated Financial Statements). | | | |
3. | Allocation of the net result shown in the Annual Accounts for the financial period from 1 January 2015 to 31 December 2015. | | | |
4. | Discharge to the directors of the Company in relation to the financial period from 1 January 2015 to 31 December 2015. | | | |
5. | Re-appointment of the following members of the Board of Directors for a term ending at the annual general meeting of the Company to be held in 2017 approving the annual accounts for the year ending 2016: | | | |
| 5.1 | Jeremy Asher | | | |
| 5.2. | Christian J. Beckett | | | |
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| 5.3. | Laurence N. Charney | | | |
| 5.4. | Cyril Ducau | | | |
| 5.5. | Sami Iskander | | | |
| 5.6. | Ron Moskovitz | | | |
| 5.7. | Elias Sakellis | | | |
| 5.8. | Robert A. Schwed | | | |
| 5.9. | Paul Wolff | | | |
6. | Approval of compensation of the members of the Board. | | | |
7. | Ratification and approval of the Indemnity Agreements entered into with each of the members of the Board. | | | |
8. | Re-appointment of KPMG Luxembourg, Réviseur d’entreprises agréé, as independent auditor of the Company until the Annual General Meeting of the shareholders of the Company to be held in 2017. | | | |
Signature(s): Date:
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| Note: | Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such. |
Name of shareholder in block letters:
