DEF 14A of SLB Limited/NV, Feb 25, 2021

DEF 14A of SLB Limited/NV

Filed Feb 25, 2021 · FY20200001308179-21-000014

Open on EDGAR

  1. HOW TO CAST YOUR VOTE

    HOW TO CAST YOUR VOTE Please refer to the enclosed proxy materials or to the information forwarded by your bank, broker, or other nominee to see which voting methods are available to you. Stockholders with shares registered in their names with Schlumberger’s transfer agent may authorize a proxy:

  2. HOW TO CAST YOUR VOTE

    | | BY INTERNET www.proxypush.com/SLB | | | BY TELEPHONE (866) 240-5191 | | | BY MAIL Sign, date, and mail your proxy card |

  3. HOW TO CAST YOUR VOTE

    If you are a beneficial holder of Schlumberger common stock, you should follow any instructions provided by your bank, broker or other nominee. See “General Information” in this proxy statement. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Stockholders to Be Held on April 7, 2021. This Notice and Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and our 2020 Annual Report to Stockholders are each available free of charge on our website at https://investorcenter.slb.com, as well as at www.proxydocs.com/SLB. Table of Contents

  4. HOW TO CAST YOUR VOTE

    | Proxy Summary | 4 | | ITEM 1. Election of Directors | 8 | | Corporate Governance | 13 | | Board Leadership Structure | 13 | | The Board’s Role in Risk Oversight | 14 | | Our Commitment to Sustainability | 15 | | Stockholder Engagement | 16 | | Director Independence | 16 | | Board Refreshment | 17 | | Identifying Candidates for Director Nominations | 17 | | Board Responsibilities, Committees and Attendance | 19 | | Other Key Governance Policies and Practices | 22 | | Communication with Board | 22 | | Director Compensation in Fiscal Year 2020 | 23 | | Stock Ownership Information | 25 | | ITEM 2. Advisory Resolution to Approve Our Executive Compensation | 27 | | Compensation Discussion and Analysis | 28 | | 2020 — Executive Overview | 28 | | Overview of Compensation Decisions for 2020 | 29 | | Changes to Our 2021 Long-Term Incentive Program | 30 | | Framework for Setting Executive Compensation in 2020 | 31 | | Elements of Total Direct Compensation; 2020 Decisions | 33 | | Other Aspects of Our Executive Compensation Framework | 44 | | Executive Stock Ownership Guidelines | 50 | | Other Executive Benefits and Policies | 50 | | Compensation Committee Report | 51 | | Executive Compensation Tables and Accompanying Narrative | 52 | | 2020 Summary Compensation Table | 52 | | Grants of Plan-Based Awards for Fiscal Year 2020 | 54 | | Outstanding Equity Awards at Fiscal Year-End 2020 | 55 | | Option Exercises and Stock Vested for Fiscal Year 2020 | 57 | | Pension Benefits for Fiscal Year 2020 | 58 | | Nonqualified Deferred Compensation for Fiscal Year 2020 | 60 | | Pay Ratio of CEO to Median Employee | 62 | | Potential Payments Upon Termination or Change in Control for Fiscal Year 2020 | 63 | | ITEM 3. Approval of Financial Statements and Dividends | 66 | | ITEM 4. Ratification of Appointment of Independent Auditors for 2021 | 67 | | Audit Committee Report | 68 | | ITEM 5. Approval of the Amendment and Restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan | 69 | | Equity Compensation Plan Information | 76 | | ITEM 6. Approval of the Amendment and Restatement of the Schlumberger Discounted Stock Purchase Plan | 77 | | ITEM 7. Approval of the Amendment and Restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors | 81 | | General Information | 85 | | Other Information | 87 | | Appendix A | A-1 | | Appendix B | B-1 | | Appendix C | C-1 | | Appendix D | D-1 |

  5. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 3 |

  6. HOW TO CAST YOUR VOTE

    Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. In addition, we are providing our 2020 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3. All references in this proxy statement to “the Company,” “Schlumberger,” “we” or “our” are to Schlumberger Limited (Schlumberger N.V.) and its subsidiaries. Voting at the 2021 Annual General Meeting (pages 85-86) Schlumberger’s 2021 annual general meeting of stockholders will be held at Johan van Walbeeckplein 11, Willemstad, Curaçao, on Wednesday, April 7, 2021 beginning at 10:00 a.m., Curaçao time. Each stockholder of record at the close of business on February 17, 2021 (the “record date”) is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on with respect to each share registered in the stockholder’s name. Stockholders with shares registered in their names with Schlumberger’s transfer agent may authorize a proxy:

  7. HOW TO CAST YOUR VOTE

    | | BY INTERNET www.proxypush.com/SLB | | | BY TELEPHONE (866) 240-5191 | | | BY MAIL Sign, date, and mail your proxy card |

  8. HOW TO CAST YOUR VOTE

    Persons who held shares on the record date through a broker, bank or other nominee are referred to as beneficial owners. If you are a beneficial holder of Schlumberger common stock, you should follow the voting instructions provided by your bank, broker or other nominee. If you plan to attend the annual general meeting in person, please refer to “General Information—General” on page 85 for the requirements for admission to the meeting. Whether or not you plan to attend the annual general meeting in person, please (i) sign, date and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. The mailing date of this proxy statement is February 25, 2021. Business at the meeting will be conducted in accordance with the procedures determined by the Chairman of the meeting and will be limited to matters properly brought before the meeting by or at the direction of our Board or by a stockholder. Voting Matters

  9. HOW TO CAST YOUR VOTE

    | Item | | Our Board’s Recommendation | Page Reference (for more detail) | | 1 | Election of the eight director nominees named in this proxy statement. | FOR each nominee | 8 | | 2 | Approval of an advisory resolution regarding our executive compensation. | FOR | 27 | | 3 | Approval of our consolidated balance sheet as at December 31, 2020, our consolidated statement of income for the year ended December 31, 2020, and the declarations of dividends by our Board in 2020. | FOR | 66 | | 4 | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2021. | FOR | 67 | | 5 | Approval of an amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan. | FOR | 69 | | 6 | Approval of an amendment and restatement of the Schlumberger Discounted Stock Purchase Plan. | FOR | 77 | | 7 | Approval of an amendment and restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors. | FOR | 81 |

  10. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 4 |

  11. HOW TO CAST YOUR VOTE

    Our Board Nominees (pages 8-12) Below is summary information about the nominees to our Board of Directors (the “Board”).

  12. HOW TO CAST YOUR VOTE

    | | | | | | Patrick de La Chevardière Former Chief Financial Officer Total S.A. Director since 2019 Age: 63 Committees: Audit, Finance INDEPENDENT | Miguel M. Galuccio Chairman and CEO Vista Oil & Gas Director since 2017 Age: 52 Committees: Finance, Science and Technology NON-EXECUTIVE | Olivier Le Peuch Chief Executive Officer Schlumberger Limited Director since 2019 Age: 57 Committees: None EXECUTIVE | Tatiana A. Mitrova Director of the Energy Centre Moscow School of Management SKOLKOVO Director since 2018 Age: 46 Committees: Audit, Finance INDEPENDENT | | | | | | | Maria Moræus Hanssen Former Deputy CEO & COO Wintershall Dea GmbH Director since 2020 Age: 56 Committees: Compensation, Nominating and Governance INDEPENDENT | Mark G. Papa Former Chairman and CEO Centennial Resource Development Director since 2018 Age: 74 Committees: Compensation, Science and Technology INDEPENDENT BOARD CHAIR | Henri Seydoux Chairman and CEO Parrot S.A. Director since 2009 Age: 60 Committees: Nominating and Governance, Science and Technology, Compensation INDEPENDENT | Jeff. W. Sheets Former EVP and CFO ConocoPhillips Director since 2019 Age: 63 Committees: Audit, Compensation INDEPENDENT |

  13. HOW TO CAST YOUR VOTE

    Board Highlights (pages 16-18)

  14. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 5 |

  15. HOW TO CAST YOUR VOTE

    Governance Highlights (pages 13-22) We are committed to adhering to sound principles of corporate governance and have adopted practices that promote effective functioning of our Board, its committees, and the Company. Our governance practices, as detailed in our Bylaws, Corporate Governance Guidelines, Code of Conduct, policies and other business practices, include:

  16. HOW TO CAST YOUR VOTE

    | Independent Chairman of the Board, separate from CEO No staggered board — all directors are elected annually Fully independent Audit, Compensation, and Nominating and Governance committees 75% of our director nominees are independent Regular executive sessions of non-employee directors Majority vote standard for uncontested director elections Director nominees reflect gender, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure Annual Board and committee self-evaluations Proactive stockholder engagement (pages 16 and 33) | No hedging or pledging of Schlumberger stock by directors or executive officers (page 22) Robust stock ownership guidelines for executives (page 50) and directors (page 24) We provide our stockholders a right of proxy access (page 22) One or more stockholders representing 10% or more of our outstanding shares can call a special meeting No lobbying or making financial or in-kind contributions to political parties or candidates (page 22) Comprehensive risk assessment process designed to identify and manage enterprise-wide risks, including risks relating to climate change and the energy transition |

  17. HOW TO CAST YOUR VOTE

    2020 Performance Highlights (page 28) The unprecedented global health and economic crisis caused by the COVID-19 pandemic in 2020 resulted in the most challenging environment that we and our industry have ever experienced. The profound global economic shock caused by the pandemic resulted in both a swift collapse in oil demand and in oversupply, which together caused a dramatic decline in demand for our services and products. Against this backdrop, we took swift and decisive actions to execute on our performance strategy, cut operating costs, and reinvent ourselves to adapt to an evolving industry landscape shaped by capital discipline, increased efficiency, operational resilience through industry cycles, sustainability and a reduced carbon footprint. Highlights of our 2020 financial, strategic and operational performance include:

  18. HOW TO CAST YOUR VOTE

    | We ended 2020 by restoring fourth-quarter adjusted EBITDA margins to pre-COVID levels, despite a 33% decline in our revenue year-on-year. We also generated strong free cash flow in 2020, despite severe industry headwinds. | In line with our focus on capital stewardship, we high-graded our portfolio by exiting certain commoditized businesses. In North America, we contributed our OneStim® pressure pumping business to Liberty Oilfield Services Inc., in exchange for a 37% equity interest in Liberty, and we divested our North America low-flow artificial lift business. | | We accelerated the most comprehensive corporate restructuring in our history, with our new structure organized on the basis of divisions, which are aligned with our customers’ workflows, and key basins. By the end of 2020, we had realized more than 90% of the benefits of our structural cost-reduction program, which will permanently remove more than $1.5 billion of annual fixed cash costs. | We formed Schlumberger New Energy, our portfolio of business and technology ventures dedicated to exploring new opportunities in low-carbon or carbon-neutral energy technologies. New Energy activities include ventures in the domains of hydrogen, lithium, carbon capture and sequestration, geothermal power and geoenergy for heating and cooling buildings. |

  19. HOW TO CAST YOUR VOTE

    As a result of our actions in 2020, we increased our earnings power and improved our margin profile, which position us to capitalize on growth drivers for the future of our industry and the next recovery cycle. We came through the turbulence of 2020 with drive and purpose and reinvented ourselves for the future. We believe that we are poised to deliver superior results for our shareholders, informed by our vision of a more efficient, sustainable industry.

  20. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 6 |

  21. HOW TO CAST YOUR VOTE

    2020 Executive Compensation Highlights (pages 28-65) As more fully discussed in the “Compensation Discussion and Analysis” section of this proxy statement:

  22. HOW TO CAST YOUR VOTE

    | • | We made no changes to the performance goals in our 2020 long-term incentive (“LTI”) program despite the pandemic. In fact, we increased the overall rigor of our 2020 LTI program as compared to 2019, by significantly increasing all performance targets for our free cash flow conversion performance share units (“PSUs”), and by raising the minimum performance target for our return on capital employed (“ROCE”) PSUs. | | • | We did not increase the 2020 target LTI grant values for any of our named executive officers, other than in the case of Stephane Biguet, who was promoted to the role of EVP and CFO. In addition, Olivier Le Peuch, our CEO, did not receive an LTI award in 2020. The Board granted him PSUs with a target value of $10.5 million in August 2019 in connection with his promotion to CEO and in lieu of his estimated 2020 target LTI award. As a result, the Board determined that Mr. Le Peuch should not receive an LTI award in 2020. | | • | Our CEO and CFO’s 2020 target direct compensation places them at approximately the 50th percentile among CEOs and CFOs, respectively, in our main peer groups. | | • | Despite the unprecedented global economic and industry downturn, and due to our rapid introduction of a decisive cost management program: |

  23. HOW TO CAST YOUR VOTE

    | • | our executives were able to generate cash flow of $2.67 billion in 2020; and | | • | our 2020 earnings before interest, taxes, depreciation and amortization, excluding charges and credits (“adjusted EBITDA”), was $4.31 billion. |

  24. HOW TO CAST YOUR VOTE

    For details regarding our 2020 cash incentive program and certain modifications that our Compensation Committee approved in response to the effects of the COVID-19 pandemic, see “Compensation Discussion and Analysis—Elements of Total Direct Compensation; 2020 Decisions—Annual Cash Incentive Awards—Financial Objectives” beginning on page 34. 2020 Sustainability Highlights (pages 15 and 28) Our vision is to define and drive high performance, sustainably. We are committed to being at the forefront of our industry’s shift toward more sustainable energy production—challenging not only ourselves, but also our customers, suppliers, and peers to partner on delivering measurable social and environmental progress. Highlights of our 2020 sustainability performance include:

  25. HOW TO CAST YOUR VOTE

    | We delivered a 14% reduction of our Scope 1 and Scope 2 emissions intensity within one year—well on our path to our stated 2025 emissions reduction goal of 30%. | Our broad portfolio includes more than 100 impact-reducing technologies to help our customers decrease their environmental footprint, use cleaner chemistry, reduce waste, and decarbonize elements of the exploration and production (“E&P”) process. | We achieved our record-best safety and driving performance metrics, recording our lowest ever lost-time injury rate and our lowest ever automotive accident rate. |

  26. HOW TO CAST YOUR VOTE

    Our COVID-19 Response At Schlumberger, we pride ourselves on being leaders in managing health, safety, and environmental (HSE) risks. Our top priority in 2020 remained the health and safety of our employees, their families, and the communities in which we live and work. Since January 2020, we have sustained our global COVID-19 crisis management response, using an approach that was independently audited against pandemic preparedness best practices. We promoted a protective mindset, crafted into powerful and simple COVID-19 Life Saving Rules visibly supported by senior management. We continuously review and improve our safety procedures as new scientific evidence becomes available, and communicate any updated procedures across our global operations. We also used enabling technologies, such as virtual trainings and online modules, in our employee development, recruiting, training, and support activities. These technologies enabled our people to continue their career growth, advance their skills and continuously learn in 2020, which is strategically important to our talent pipeline. We delivered approximately 89,000 training days virtually during 2020. This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2020 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

  27. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 7 |

  28. HOW TO CAST YOUR VOTE

    ITEM 1. Election of Directors All of our directors are elected annually at our annual general meeting of stockholders. Our stockholders are requested to elect eight nominees to the Board, each to hold office until the next annual general meeting of stockholders and until a director’s successor is elected and qualified or until a director’s death, resignation or removal. Each of the nominees is now a director and was previously elected by our stockholders at the 2020 annual general meeting of stockholders, except for Maria Moræus Hanssen, who was appointed by the Board to serve as a director effective October 15, 2020, based upon the recommendation of the Nominating and Governance Committee of the Board. Having exceeded the normal retirement age of 70 under our Corporate Governance Guidelines, Leo Rafael Reif will not stand for re-election at our annual general meeting of stockholders. Lubna S. Olayan also will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to Dr. Reif and Ms. Olayan for 14 years of service and 10 years of service, respectively. All of the nominees for election have consented to being named in this proxy statement and to serve if elected. If any nominee is unable or unwilling to serve, the Board may designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no reason why any nominee would be unable or unwilling to serve if elected. At this annual general meeting, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement. Shares represented by properly executed proxies will be voted, if authority to do so is not withheld, for the election of each of the eight nominees named below. In 2016, our stockholders voted to fix the number of directors constituting the Board at 12, as permitted under our Articles of Incorporation. However, only eight directors have been nominated for election at the 2021 annual general meeting of stockholders. The Board believes that it is advisable and in the best interests of our stockholders for the authorized number of directors constituting the Board to remain at 12. This will allow the Board to conduct a search for, and add, up to four additional directors prior to the 2022 annual general meeting. Required Vote Each director nominee must receive a majority of the votes cast to be elected. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal.

  29. HOW TO CAST YOUR VOTE

    | | The Board of Directors Recommends a Vote FOR All Director Nominees. |

  30. HOW TO CAST YOUR VOTE

    Director Nominees The Board believes that each director nominee possesses the qualities and experience that the Nominating and Governance Committee has determined that nominees should possess, as described in detail below under “Corporate Governance—Identifying Candidates for Director Nominations” beginning on page 17. The Board seeks out, and the Board consists of, individuals whose background, experience and skills complement those of other Board members. In the judgment of the Board, each director nominee is able to execute his or her duties as a member of the Board and to devote the necessary time and attention to the Company, as required by our Corporate Governance Guidelines. There are no family relationships among any executive officers and directors of the Company. The nominees for election to the Board, together with biographical information furnished by each of them and information regarding each nominee’s director qualifications, are set forth on the following pages.

  31. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 8 |

  32. HOW TO CAST YOUR VOTE

    | Patrick de La Chevardière, Independent Director | | | | Former Chief Financial Officer, Total S.A. Director since 2019 Age: 63 Other Current Public Boards • Michelin (Compagnie Générale des Établissements Michelin SCA) Former Public Directorships Held During the Past 5 Years • None Citizenship France Board Committees • Audit • Finance Other Experience and Education • Former CFO of public multinational oil and gas company • Experienced director of several French-based public companies • Diplôme d’Ingénieur, an engineering degree, École Centrale de Paris | | PATRICK DE LA CHEVARDIÈRE is the former Chief Financial Officer of Total S.A., a French multinational integrated oil and gas company. He served as Total’s CFO and as a member of its executive committee from 2008 until his retirement in August 2019. Prior to that, he served in a variety of finance and operational roles with Total over his 37-year career, including as Deputy Chief Financial Officer from 2003 to 2008, Vice President, Asia for Refining & Marketing from 2000 to 2003, and Vice President, Operations and Subsidiaries from 1995 to 2000. Since June 2020, Mr. de La Chevardière has also served as a member and chairman of the audit committee of the supervisory board of Michelin, a French multinational tire manufacturer. He also previously served on the boards of directors of two other French-based public companies, Sanofi-Aventis and Compagnie Générale de Géophysique. | | | Relevant Skills and Expertise Mr. de La Chevardière brings to the Board significant financial and energy industry experience as a former chief financial officer of a large multinational oil and gas company. The Board benefits greatly from his customer-focused perspective on the oilfield services industry, as well as from his experience across the entire oil and gas value chain, from exploration, operations, production, trading and marketing to refining and new energies. | |

  33. HOW TO CAST YOUR VOTE

    | Miguel M. Galuccio, Non-Executive Director | | | | Chairman and Chief Executive Officer, Vista Oil & Gas Director since 2017 Age: 52 Other Current Public Boards • Vista Oil & Gas Former Public Directorships Held During the Past 5 Years • YPF S.A. Citizenship Argentina and United Kingdom Board Committees • Finance, Chair • Science and Technology Other Experience and Education • Current chief executive officer of public oil and gas company • Bachelor of Science in Petroleum Engineering, Instituto Tecnológico de Buenos Aires • Schlumberger training and expertise • Latin America energy policy expertise | | MIGUEL GALUCCIO is the Chairman and Chief Executive Officer of Vista Oil & Gas, an oil and gas company incorporated in Mexico, and has held that position since July 2017. From 2012 to March 2016, he was the Chairman and Chief Executive Officer of YPF, Argentina’s national oil company. From 1999 to 2012, he was an employee of Schlumberger and held a number of international positions, his last being President, Schlumberger Production Management. Prior to his employment at Schlumberger, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International. | | | Relevant Skills and Expertise Mr. Galuccio brings to the Board strong leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s national oil company, which under his leadership became the world’s largest producer of shale oil outside of North America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela, Ecuador and other countries that are strategically important to Schlumberger. He has extensive experience negotiating with Schlumberger customers in Latin America, Russia and China, including global energy companies and national oil companies, and remains active in the oil and gas exploration and production industry as a chief executive officer of an oil and gas company. | |

  34. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 9 |

  35. HOW TO CAST YOUR VOTE

    | Olivier Le Peuch, Schlumberger Chief Executive Officer | | | | Chief Executive Officer, Schlumberger Limited Director since 2019 Age: 57 Other Current Public Boards • None Former Public Directorships Held During the Past 5 Years • None Citizenship France Board Committees • None Other Experience and Education • Master’s Degree in Microelectronics, Bordeaux University of Science • Schlumberger training and expertise | | OLIVIER LE PEUCH has been the Chief Executive Officer and a director of Schlumberger since August 2019. He was the Company’s Chief Operating Officer from February 2019 to July 2019. Prior to that, he served in a variety of global management positions, including Executive Vice President, Reservoir and Infrastructure from May 2018 to February 2019, President of the Cameron product lines from February 2017 to May 2018, President of Schlumberger Completions from 2014 to January 2017, and Vice President of Engineering, Manufacturing and Sustaining from 2010 to 2014. Earlier in his career, Mr. Le Peuch was GeoMarket Manager for the North Sea and President of Software Integrated Solutions. He has been with the Company since 1987 and began his career as an electrical engineer. | | | Relevant Skills and Expertise Mr. Le Peuch brings to the Board a unique operational perspective and thorough knowledge of the Company’s operational activities worldwide as a result of his service in various global leadership positions in the Company. The Board believes that Mr. Le Peuch’s service as Chief Executive Officer is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on the Company’s business and operations. | |

  36. HOW TO CAST YOUR VOTE

    | Tatiana A. Mitrova, Independent Director | | | | Director of the Energy Centre, Moscow School of Management SKOLKOVO Director since 2018 Age: 46 Other Current Public Boards • PAO Novatek Former Public Directorships Held During the Past 5 Years • Unipro PJSC Citizenship Russia and Israel Board Committees • Audit • Finance Other Experience and Education • PhD in Economics, Moscow State University • Senior Visiting Research Fellow at Oxford Institute for Energy Studies • Fellow at SIPA Center on Global Energy Policy at Columbia University | | TATIANA A. MITROVA has been the Director of the Energy Centre of the Moscow School of Management SKOLKOVO, a graduate business school, since February 2017. She has also been the Head of Research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences since 2011; a visiting professor at the Paris School of International Affairs (PSIA), part of the Paris Institute of Political Studies, since 2014; and an assistant professor at the Gubkin Russian State University of Oil and Gas since 2008. Dr. Mitrova was a Visiting Researcher at the King Abdullah Petroleum Studies and Research Center from April 2016 to April 2017. Dr. Mitrova has been a member of the board of directors of PAO Novatek, a Russian independent natural gas producer, since April 2020, and is chairman of its strategy committee and a member of its audit and compensation and nomination committees. She was previously a member of the board of directors of Unipro PJSC from 2014 to December 2017 and was a member of its appointment and remuneration committees. | | | Relevant Skills and Expertise Dr. Mitrova brings to the Board valuable expertise regarding energy market dynamics and the various factors affecting supply and demand for Schlumberger’s products and services, as well as expertise relating to sustainability, decarbonization and the new energy economy. The Board values Dr. Mitrova’s connections to the Russia market and her ties to the academic community. Her global economic perspective provides insight into emerging markets and trends, and is useful for the development of the Company’s business strategy. She provides additional ties to universities worldwide, assisting Schlumberger in its effort to attract talented new employees. | |

  37. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 10 |

  38. HOW TO CAST YOUR VOTE

    | Maria Moræus Hanssen, Independent Director | | | CF Wesenberg/Kolonihaven | Former Deputy Chief Executive Officer and Chief Operating Officer, Wintershall Dea GmbH Director since 2020 Age: 56 Other Current Public Boards • Alfa Laval AB • Scatec Solar ASA Former Public Directorships Held During the Past 5 Years • Yara International ASA • Hafslund ASA Citizenship Norway Board Committees • Compensation • Nominating and Governance Other Experience and Education • Former chief executive officer of multiple European E&P companies • Master’s Degrees in Petroleum Engineering, Norwegian University of Science and Technology, and Petroleum Economics and Management, IFP School • European energy policy expertise | | MARIA MORÆUS HANSSEN is the former Deputy Chief Executive Officer and Chief Operating Officer of Wintershall Dea GmbH, a German-based oil and gas producer, having served in that role from May 2019 to December 2019 following the merger between DEA Deutsche Erdoel AG (“DEA”) and Wintershall Holding GmbH. Prior to that, she served as Chief Executive Officer of DEA and chair of its management board from January 2018 until April 2019. Before joining DEA, she served as Chief Executive Officer of ENGIE E&P International SA and Head of the E&P Business Unit for the ENGIE Group in Paris from 2015 to December 2017, and as President of ENGIE’s Norwegian E&P affiliate from 2014 to 2015. Ms. Moræus Hanssen served in various management and operations roles at Aker ASA from 2008 to 2013, Statoil ASA (now Equinor) from 2007 to 2008, and Norsk Hydro ASA from 1992 to 2007. She has served on the boards of Scandinavian public companies Alfa Laval AB since April 2019 and Scatec Solar ASA since April 2020, and also chairs a municipal and a private Norwegian company, Oslobygg KF and Wastefront AS, respectively. She previously served as deputy chairman and chair of the audit committees of Yara International ASA from 2015 to May 2019 and Hafslund ASA from 2010 to May 2016. | | | Relevant Skills and Expertise Ms. Moræus Hanssen brings to the Board strong leadership and operational expertise as the former chief executive officer of several European E&P companies, as well as her extensive experience as a director of Scandinavian public companies. The Board values her insight into the domestic and international energy policies of Norway, Germany, France and other countries that are strategically important to Schlumberger, as well as her experience addressing risks related to the energy transition. | |

  39. HOW TO CAST YOUR VOTE

    | Mark G. Papa, Independent Chairman of the Schlumberger Board | | | | Former Chairman and CEO, Centennial Resource Development, Inc. Director since 2018 Age: 74 Other Current Public Boards • None Former Public Directorships Held During the Past 5 Years • • Centennial Resource Development, Inc. • Oil States International Citizenship United States of America Board Committees • Compensation, Chair • Science and Technology Other Experience and Education • Former chairman and CEO of two public oil and natural gas companies • MBA, University of Houston • Bachelor of Science in Petroleum Engineering, University of Pittsburgh • • North American energy industry pioneer | | MARK G. PAPA is the former Chief Executive Officer and Chairman of the Board of Centennial Resource Development, Inc., an independent oil and natural gas producer, having served in that role from October 2016 until his retirement in March 2020. Mr. Papa served as Chief Executive Officer and Chairman of the Board of Silver Run Acquisition Corp. from 2015 until its business combination with Centennial Resource Production, LLC in October 2016. From 2015 to December 2019, Mr. Papa served as an advisor to Riverstone Holdings, LLC, a private equity firm specializing in energy investments. Prior to that, Mr. Papa was Chairman and CEO of EOG Resources, an independent oil and gas company, from 1999 to 2013, and he served as a member of EOG’s board of directors from 1999 until 2014. He worked at EOG for 32 years in various management positions. Mr. Papa also served on the board of Oil States International, Inc., an international field services company, from 2001 to August 2018 and was a member of its compensation and nominating and corporate governance committees. From 2006 to 2020, he served on the board of Casa de Esperanza, a non-profit organization serving children in crisis situations. | | | Relevant Skills and Expertise Mr. Papa brings decades of experience in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with key insights on the U.S. shale market and Schlumberger’s customers in North America. He also brings extensive leadership experience to the Board through his experience as CEO and chairman of multiple public companies. Mr. Papa has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities, and provides the Board with valuable insight regarding the challenges and opportunities facing Schlumberger in these areas. | |

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    | Schlumberger Limited 2021 Proxy Statement | 11 |

  41. HOW TO CAST YOUR VOTE

    | Henri Seydoux, Independent Director | | | | Chairman and Chief Executive Officer, Parrot S.A. Director since 2009 Age: 60 Other Current Public Boards • Parrot S.A. Former Public Directorships Held During the Past 5 Years • None Citizenship France Board Committees • Compensation • Nominating and Governance • Science and Technology Other Experience and Education • Current chief executive officer • Technology leadership • Entrepreneurial and management expertise | | HENRI SEYDOUX has been Chairman and Chief Executive Officer of Parrot S.A., a global wireless products manufacturer, since 1994. Mr. Seydoux is an entrepreneur with great initiative. He founded Parrot S.A. in 1994 as a private company and took it public in 2006. From 2014 to June 2020, he also served on the board of directors of Sigfox, a privately-held global communications service provider. | | | Relevant Skills and Expertise Mr. Seydoux, as the chief executive of a dynamic and innovative technology company, brings to the Board entrepreneurial drive and management skills. He also has family ties to the founding Schlumberger brothers. Having grown up in the Schlumberger family culture, Mr. Seydoux is well placed to see that the Company continues its historical commitment to Schlumberger’s core values. His service on the Board addresses the Company’s need to preserve the Company’s unique culture and history while helping to foster innovation. | |

  42. HOW TO CAST YOUR VOTE

    | Jeff W. Sheets, Independent Director | | | | Former EVP and Chief Financial Officer, ConocoPhillips Director since 2019 Age: 63 Other Current Public Boards • Enerplus Corporation • Westlake Chemical Corporation Former Public Directorships Held During the Past 5 Years • None Citizenship United States of America Board Committees • Audit, Chair • Compensation Other Experience and Education • Former CFO of public international oil and gas company • MBA, University of Houston • Bachelor of Science in Chemical Engineering, Missouri University of Science and Technology | | JEFF W. SHEETS is the former Executive Vice President and Chief Financial Officer of ConocoPhillips Company, a public international oil and gas company, having served in that role from 2010 until his retirement in February 2016. Prior to that, Mr. Sheets served at ConocoPhillips and its predecessor companies for more than 36 years in a variety of finance, engineering and strategic planning roles. Since December 2017, Sheets has served on the board of directors of Enerplus Corporation, a Canadian oil and gas company, where he chairs the safety and social responsibility committee and is a member of the audit and risk management and reserves committees. He also has served since January 2018 on the board of directors of Westlake Chemical Corporation, an international manufacturer and supplier of petrochemicals and related products, where he chairs the nominating and governance committee and is a member of the audit, compensation and corporate risk committees. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology. | | | Relevant Skills and Expertise Mr. Sheets brings to the Board strong financial and operational expertise as a former chief financial officer of a large upstream oil and gas company. The Board benefits greatly from Mr. Sheets’ expertise in developing and implementing corporate strategy in the oil and gas industry, his significant finance and mergers and acquisitions experience, and his experience as an independent director of two other public companies. | |

  43. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 12 |

  44. HOW TO CAST YOUR VOTE

    Corporate Governance We are committed to adhering to sound principles of corporate governance and have adopted Corporate Governance Guidelines that our Board believes are consistent with our values, and that promote the effective functioning of our Board, its committees and the Company. At least annually, our Board reviews and, if appropriate, revises our Corporate Governance Guidelines to reflect the Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are available on our website at https://www.slb.com/who-we-are/corporate-governance/guidelines. We have also adopted a code of conduct entitled The Blue Print and The Blue Print in Action (together, our “Code of Conduct”), which applies to all of our directors, officers and employees. Our Code of Conduct is available on our website at https://www.slb.com/who-we-are/guiding-principles/our-code-of-conduct. Our governance practices, as detailed in our Bylaws, Corporate Governance Guidelines, Code of Conduct, policies and other business practices, include:

  45. HOW TO CAST YOUR VOTE

    | Independent Chairman of the Board, separate from CEO No staggered board — all directors are elected annually Fully independent Audit, Compensation, and Nominating and Governance committees 75% of our director nominees are independent Regular executive sessions of non-employee directors Majority vote standard for uncontested director elections Director nominees reflect gender, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure Annual Board and committee self-evaluations Proactive stockholder engagement (pages 16 and 33) | No hedging or pledging of Schlumberger stock by directors or executive officers (page 22) Robust stock ownership guidelines for executives (page 50) and directors (page 24) We provide our stockholders a right of proxy access (page 22) One or more stockholders representing 10% or more of our outstanding shares can call a special meeting No lobbying or making financial or in-kind contributions to political parties or candidates (page 22) Comprehensive risk assessment process designed to identify and manage enterprise-wide risks, including risks relating to climate change and the energy transition |

  46. HOW TO CAST YOUR VOTE

    Board Leadership Structure One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change.As such, our independent directors consider the Board’s leadership structure at least annually. The independent members of the Board have determined that the appointment of an independent Chairman of the Board is an appropriate Board leadership structure at this time because it allows our CEO to focus on leading the Company’s complex international business operations, while providing the Board experienced and independent leadership. The independent members of the Board appointed Mark Papa as the Chairman of the Board in August 2019. As independent Chairman, Mr. Papa sets the agenda for, and leads, all Board meetings and all executive sessions of the non-executive directors. In light of Mr. Papa’s appointment as the independent Chairman of the Board, the Board does not currently have a designated lead independent director. The Board may modify this structure to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate. In the event that the Company modifies this leadership structure in the future and appoints a lead independent director, that director’s responsibilities would be expected to include setting the agenda for all Board meetings (together with the Chairman), setting the agenda for and leading all executive meetings of the non-executive directors, and providing consolidated feedback, as appropriate, from those meetings to the Chairman. It is expected that the lead independent director would also have authority to call meetings of the Board in executive session; facilitate discussions, outside of scheduled Board meetings, among the independent directors on key issues as appropriate; and serve as a non-exclusive liaison with the Chairman and CEO, in consultation with the other independent directors. Schlumberger’s current governance practices provide for strong independent leadership, active participation by our independent directors and independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Corporate Governance Guidelines and our committee charters, which are available on our website. The Board believes that its risk oversight programs, discussed on the following page, would be effective under a variety of board leadership frameworks and therefore do not materially affect the Board’s choice of leadership structure.

  47. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 13 |

  48. HOW TO CAST YOUR VOTE

    The Board’s Role in Risk Oversight As set forth in our Corporate Governance Guidelines, the Board routinely assesses major risks facing the Company and options for their mitigation, in order to promote the Company’s stockholders’ and other stakeholders’ interests in the long-term health, financial strength, and overall success of the Company. The Board is actively involved in overseeing risk management for the Company. We believe that our Board composition provides the Company with robust experience in several areas of risk oversight. Several of our Board members, including Dr. Mitrova, Ms. Moræus Hanssen, and Messrs. Galuccio, Le Peuch and Papa, have valuable experience in the regulatory, economic and commodity risks that are specific to the energy industry. Mr. Seydoux has expertise in science and technology issues, and Dr. Mitrova and Ms. Moræus Hanssen have valuable experience addressing risks related to the energy transition and sustainability. In addition, many members of our Board provide expertise in general business governance, capital allocation, management and economic trends relevant to our business. Each of our Board committees considers the risks within its areas of responsibility. The Board and its committees exercise their risk oversight responsibilities in a variety of ways, including as set forth in the chart below. For additional details, see “—Board Responsibilities, Committees and Attendance” below. The Board also manages risk, in part, through its oversight of the Company’s Executive Risk Committee (the “ERC”). The ERC is not a committee of the Board; rather, it comprises top Company executives from various functions, each of whom supervises day-to-day risk management throughout the Company. The ERC’s purpose is to identify those risks that have the potential to significantly affect our business over the short-, medium- and long terms — and therefore to impact our strategic objectives — and to implement appropriate mitigation measures. The Company’s risk identification is performed annually at two levels. The ERC performs a corporate-level risk mapping exercise, which involves the CEO and several other members of senior management, and while maintaining oversight, delegates operational (field-level) risk assessment and management to the Company’s various geographies, businesses and functions. To the extent that the ERC identifies recurring themes from the operational risk mapping exercises, they are acted on at the corporate level. Members of the ERC meet formally at least once a year, and more frequently on an ad hoc basis, to define and improve the risk mapping process, and to review and monitor the results of those exercises and those that have been delegated. The ERC reports directly to our CEO and to the Board, and annually presents to the Board a comprehensive report as to its risk mapping efforts for that year.

  49. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 14 |

  50. HOW TO CAST YOUR VOTE

    Our Commitment to Sustainability Our vision is to define and drive high performance, sustainably. We are committed to being at the forefront of our industry’s shift toward more sustainable energy production—challenging not only ourselves, but also our customers, suppliers, and peers to partner on delivering measurable social and environmental progress. We are reducing our own environmental footprint, and we believe we are uniquely positioned to help our customers reach their own sustainability goals. At Schlumberger, responsible environmental and social sustainability is an integral part of our culture and the way we operate. Our approach to sustainability, which we refer to as “Global Stewardship,” addresses opportunities and risks associated with the energy transition and climate change; protecting the environment; investing in and engaging with our workforce and the communities where we and our customers live and work; and promoting diversity and inclusion and respect for human rights. For additional details about our sustainability programs and initiatives, see our annual Global Stewardship Report, which is available at www.slb.com/sustainability.

  51. HOW TO CAST YOUR VOTE

    | 2020 Sustainability Highlights | | | Emissions Reducing Technologies | • Our broad portfolio includes more than 100 impact-reducing technologies to help our customers decrease their environmental footprint, use cleaner chemistry, reduce waste, and decarbonize elements of the E&P process. | | | • In 2020, we announced Schlumberger New Energy, a new portfolio of business and technology ventures with a differentiated approach to participating in the low-carbon economy and expanding our offerings beyond oil and gas. Schlumberger New Energy leverages our intellectual and business capital in the emerging new energy markets, with a focus on low-carbon and carbon-neutral energy technologies. New Energy activities include ventures in the domains of hydrogen, lithium, carbon capture and sequestration, geothermal power and geoenergy for heating and cooling buildings. | | Climate Change | • In 2020, we continued expanding our climate impact assessment, to identify our climate-related risks and opportunities in countries representing a material portion of our operational activities, in alignment with recommendations made by the Task Force on Climate-related Financial Disclosures (TCFD). We also completed a risk assessment of the projected impact of sea level rise on our facilities globally. • We were the first company in upstream E&P services to commit to setting a science-based target to reduce our greenhouse gas (“GHG”) emissions, in line with criteria defined by the Science Based Targets initiative. We announced our initial target to reduce GHG emissions from our fuel and power consumption (Scope 1 and Scope 2 sources) by 30% by 2025. We will revise this initial target once our science-based target has been defined and approved in 2021. In 2020, we delivered a 14% reduction of our Scope 1 and 2 emissions intensity within one year—well on our path to our stated 2025 emissions reduction goal of 30%. | | Safety | • Since January 2020, we have sustained our global COVID-19 crisis management response, using an approach that was independently audited against pandemic preparedness best practices. We promoted a protective mindset, crafted into powerful and simple COVID-19 Life Saving Rules visibly supported by senior management. We continuously review and improve our safety procedures as new scientific evidence becomes available, and communicate any updated procedures across our global operations. • In 2020, we achieved our record-best safety and driving performance metrics, recording our lowest ever lost-time injury rate and our lowest ever automotive accident rate. | | Human Capital and Human Rights | • Our current gender balance goal is to have women comprise 25% of our salaried workforce by 2025. In 2020, women made up approximately 23% of our salaried workforce. Additionally, approximately 21% of management roles in 2020 were held by women. • In 2020, we formulated a plan to address the risks identified in the modern slavery and labor rights risk assessment of our global supply chain. • We are a participant member of, and support the mission of, the United Nations Global Compact and its Ten Principles on human rights, labor, the environment and anti-corruption. | | Executive Compensation | • We incorporated gender balance and diversity targets into the 2020 annual cash incentive opportunity for our CEO, CFO and other members of senior management (see page 38). • We incorporated a CO2 emissions reduction target into the 2020 annual cash incentive opportunity for our CEO and other members of senior management (see page 38). | | Sustainability Frameworks and Ratings | • We use key sustainability frameworks to guide our non-financial disclosures, including Global Reporting Initiative (GRI) Standards, Sustainability Accounting Standards Board Standards (SASB), TCFD Recommendations, U.N. Sustainable Development Goals, U.N. Guiding Principles on Business and Human Rights Reporting Framework, and IPIECA Sustainability Reporting Guidelines. | | | • We scored an A- on CDP’s climate change questionnaire in 2020, as compared to our peer group average score of C. We also received an A rating from MSCI, which cited our strong governance and business ethics practices. |

  52. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 15 |

  53. HOW TO CAST YOUR VOTE

    Stockholder Engagement Our relationship and on-going dialogue with our stockholders are important parts of our Board’s corporate governance commitment. Our investor relations, sustainability, legal and human resources teams engage with stockholders to seek their views on key matters and to inform our management and our Board about the issues and emerging governance trends that our stockholders tell us matter most to them. The chairs of our Compensation and Nominating and Governance committees also participate in our engagement efforts when requested. These engagements routinely cover executive compensation, corporate governance, company strategy and performance, sustainability, human rights and other current and emerging issues. We typically reach out to our largest institutional stockholders at least annually. We then report the feedback we receive to our Board and its relevant committees, allowing the Board to better understand our stockholders’ priorities and perspectives. In addition, we may engage with our large institutional stockholders at other times in the year when we believe that there are appropriate topics to discuss. For more detail on our 2020 engagement with our stockholders, see “Compensation Discussion and Analysis—Framework for Setting Executive Compensation in 2020—Stockholder Engagement; 2020 Say-On-Pay Vote” on page 33 of this proxy statement. Director Independence Our Corporate Governance Guidelines provide that at least a majority of the Board must consist of independent directors. This minimum standard reflects the New York Stock Exchange (“NYSE”) listing standards. In addition, our Board has adopted director independence standards that meet or exceed the independence requirements in the NYSE listing standards, and which can be found in our Corporate Governance Guidelines. Based on the review and recommendation by the Nominating and Governance Committee, the Board has determined that each director nominee listed above under “Election of Directors” is “independent” under the listing standards of the NYSE and our director independence standards, except for Mr. Le Peuch, who is our CEO and therefore does not qualify as independent, and Mr. Galuccio. Additionally, Ms. Olayan and Dr. Reif are independent, and Peter Currie, Nikolay Kudryavtsev and Indra Nooyi were independent throughout the period in 2020 that each of them served on the Board. In addition to the Board-level standards for director independence, the Board has determined that each current member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE’s listing standards and the rules of the Securities and Exchange Commission (“SEC”), and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards. Our Board’s independence determinations included a review of transactions that occurred since the beginning of 2018 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that Dr. Kudryavtsev, Dr. Mitrova, Ms. Moræus Hanssen, Ms. Nooyi, Ms. Olayan, Mr. Papa, Dr. Reif and Mr. Sheets each serve, or have served, as directors, executive officers, trustees, outside consultants or advisory board members at companies and universities that have had commercial business relationships with the Company. All such relationships involved ordinary course commercial transactions involving significantly less than the greater of $1 million or 1% of the other entity’s annual revenues during 2020, 2019 and 2018; except that one entity for which Mr. Sheets currently serves as a director, and one entity for which Mr. Papa previously served as an executive officer, had ordinary course commercial transactions with the Company involving less than 2% of each such entity’s annual revenues during those three years. The Board also considered that the Company made charitable contributions in the form of educational grants and sponsored research of less than $120,000 per year to certain institutions with which some of the directors are affiliated, as well as the following charitable contributions:

  54. HOW TO CAST YOUR VOTE

    | • | to the Moscow School of Management SKOLKOVO, where Dr. Mitrova is Director of the Energy Centre, of $500,000 in each of 2020, 2019 and 2018; and |

  55. HOW TO CAST YOUR VOTE

    | • | to the Massachussetts Institute of Technology, where Dr. Reif is the President, of approximately $281,000 in 2020. |

  56. HOW TO CAST YOUR VOTE

    No director received any personal benefit from any such charitable contributions.

  57. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 16 |

  58. HOW TO CAST YOUR VOTE

    Board Refreshment We believe that tenure diversity and Board refreshment are important, as directors with many years of service provide the Board with a deep knowledge of our Company, while newer directors lend fresh perspectives. The following charts reflect the balanced tenure and ages of our director nominees. Under our Corporate Governance Guidelines, non-executive directors are eligible to be nominated or renominated to the Board up to their 70th birthday, and executive directors are eligible to be nominated or renominated up to their 65th birthday, after which directors may no longer be nominated or renominated to the Board. Our Board may waive this policy on a case-by-case basis on the recommendation of the Nominating and Governance Committee if it deems a waiver to be in the best interests of the Company. The Board waived this policy for Mr. Papa upon the recommendation of the Nominating and Governance Committee because it believes that having Mr. Papa serve as the Board’s independent Chairman is in the best interests of our Company and our stockholders. Identifying Candidates for Director Nominations The Nominating and Governance Committee believes that director nominees should, in the judgment of the Board, be persons of integrity and honesty, be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole, be recognized leaders in business or professional activity, have background and experience that will complement those of other Board members, be able to actively participate in Board and committee meetings and related activities, be able to work professionally and effectively with other Board members and Schlumberger management, be available to remain on the Board long enough to make an effective contribution, and have no material relationship with competitors, customers or other third parties that could present realistic possibilities of conflict of interest or legal issues. The Nominating and Governance Committee also promotes our diversity policy that the Board should ensure that qualified candidates reflecting the gender, cultural and geographical diversity of the Company are considered as potential director nominees. With our diverse workforce representing over 160 nationalities, we value gender, cultural and geographical diversity, and our culture of recruiting, hiring and training where we operate influences the composition of our Board. Directors who are dual citizens are represented by the geographic region in which they currently reside.

  59. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 17 |

  60. HOW TO CAST YOUR VOTE

    Two of our eight director nominees are women. Of our eight director nominees, three are citizens of France, two are citizens of the United States of America, one is a citizen of Norway, one is a dual citizen of both Russia and Israel, and one is a dual citizen of both Argentina and the United Kingdom. Our geographically diverse Board evidences our commitment to have directors who represent countries where we operate. In addition, the exceptionally broad and diverse experience of our Board nominees is in keeping with our goal of having directors whose backgrounds and experience complement those of other directors. The Nominating and Governance Committee’s evaluation of director nominees takes into account their ability to contribute to the Board’s diversity. The Nominating and Governance Committee annually reviews its effectiveness in balancing these considerations in the context of its consideration of director nominees. Another goal of the Nominating and Governance Committee is to seek out nominees having experience, skills and other attributes that complement the whole Board as a governing body. We believe that our director nominees are able to provide a well-rounded set of expertise that will assist in effective oversight of management at Schlumberger. The matrix below identifies the primary skills, core competencies and other attributes that each director nominee brings to bear in their service to our Board and committees. Each director nominee possesses numerous other skills and competencies not identified below. We believe identifying primary skills is a more meaningful presentation of the key contributions and value that each director nominee brings to their service on the Board and to our stockholders. Further information on each director nominee, including some of their specific experiences, skills and other attributes, is set forth in the biographies beginning on page 9 of this proxy statement.

  61. HOW TO CAST YOUR VOTE

    | Summary of Director Primary Skills and Experience | | | | | | | | | | Current or former CEO or president | | | | | | | | | | Energy industry expertise | | | | | | | | | | Risk management experience | | | | | | | | | | Corporate finance/capital management expertise | | | | | | | | | | Academic relations | | | | | | | | | | Scientific and technological innovation experience | | | | | | | | | | M&A experience | | | | | | | | | | Experience in key Schlumberger markets | | | | | | | | | | Government, public policy and regulatory insights | | | | | | | | |

  62. HOW TO CAST YOUR VOTE

    Applying the criteria above, the Nominating and Governance Committee recommends to the Board the number and names of persons to be proposed by the Board for election as directors at our annual general meeting of stockholders. In obtaining the names of possible nominees, the Nominating and Governance Committee makes its own inquiries and receives suggestions from other directors and management. Consideration of new Board candidates typically involves a series of internal discussions, review of information concerning candidates, and interviews with selected candidates. From time to time, the Committee retains executive search and board advisory consulting firms to assist in identifying and evaluating potential nominees. To further our diversity policy, we request that any such firms retained by us include women and ethnically diverse candidates in the proposals they present to us. During 2020, the Committee used the services of Spencer Stuart, a third-party executive search firm, for this purpose. Spencer Stuart suggested Ms. Moræus Hanssen as a prospective Board candidate. The Nominating and Governance Committee will consider nominees recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the next proxy statement and submit their recommendations in writing to: Chair, Nominating and Governance Committee c/o Secretary, Schlumberger Limited 5599 San Felipe, 17th Floor Houston, Texas 77056. Such recommendations must be submitted by the deadline for stockholder proposals referred to under “Other Information—Stockholder Proposals for Our 2022 Annual General Meeting” on page 87. Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director, a description of all direct or indirect arrangements or understandings between the recommending security holder and the candidate, all other companies to which the candidate is being recommended as a nominee for director, and a signed consent of the candidate to cooperate with reasonable background checks and personal interviews, and to serve as a member of our Board, if elected.

  63. HOW TO CAST YOUR VOTE

    | Schlumberger Limited 2021 Proxy Statement | 18 |

  64. HOW TO CAST YOUR VOTE

    Board Responsibilities, Committees and Attendance Board Responsibilities The Board oversees and counsels the Company’s CEO and other members of the senior management team in managing in the long-term interests of the Company and our stockholders. The Board’s responsibilities include:

  65. HOW TO CAST YOUR VOTE

    | • | reviewing the Company’s major financial objectives, critical strategies and long-term plans, including major allocations of capital, significant proposed business acquisitions and divestitures, operating performance, sustainability and stockholder returns; | | • | overseeing the assessment of major risks facing the Company, determining the extent to which such risks are appropriate and, to the extent the Board deems it appropriate, evaluating options for their mitigation; | | • | overseeing the processes for maintaining the integrity of the Company with regard to its financial statements, internal controls and public disclosures, and compliance with laws and our Code of Conduct; | | • | appointing, regularly evaluating the performance of, and approving the compensation of the CEO and other senior executives; and | | • | overseeing succession planning for the CEO position, and monitoring and advising on management’s succession planning for other senior executives. |

  66. HOW TO CAST YOUR VOTE

    Committees The following table reflects the membership of the Board’s five standing committees as of February 1, 2021:

  67. HOW TO CAST YOUR VOTE

    | Name of Director | Audit Committee | Compensation Committee | Nominating and Governance Committee | Finance Committee | Science and Technology Committee | | Patrick de La Chevardière | | | | | | | Miguel M. Galuccio | | | | Chair | | | Tatiana A. Mitrova | | | | | | | Maria Moræus Hanssen | | | | | | | Lubna S. Olayan(1) | | | Chair | | | | Mark G. Papa* | | Chair | | | | | Leo Rafael Reif(1) | | | | | Chair | | Henri Seydoux | | | | | | | Jeff W. Sheets | Chair | | | | |

  68. HOW TO CAST YOUR VOTE

    | * Independent Chairman of the Board. | | (1) Not standing for re-election. |

  69. Science and Technology Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($)(3) | | Peter L.S. Currie(4) | 16,957 | — | — | — | — | — | 16,957 | | Patrick de La Chevardière(5) | 101,250 | 265,904 | — | — | — | — | 367,154 | | Miguel Galuccio | 108,750 | 177,912 | — | — | — | — | 286,662 | | Nikolay Kudryavtsev(4) | 12,609 | — | — | — | — | — | 12,609 | | Tatiana A. Mitrova | 101,250 | 177,912 | — | — | — | — | 279,162 | | Maria Moræus Hanssen(6) | 33,633 | — | — | — | — | — | 33,633 | | Indra K. Nooyi(4) | 12,609 | — | — | — | — | — | 12,609 | | Lubna S. Olayan | 108,750 | 177,912 | — | — | — | — | 286,662 | | Mark G. Papa | 156,250(7) | 271,546 | — | — | — | — | 427,796 | | Leo Rafael Reif | 116,250 | 177,912 | — | — | — | — | 294,162 | | Henri Seydoux | 108,750 | 177,912 | — | — | — | — | 286,662 | | Jeff W. Sheets(5) | 106,250 | 265,904 | — | — | — | — | 372,154 |

  70. 2020 Key Personal Objectives and Results

    2020 Key Personal Objectives and Results

  71. 2020 Key Personal Objectives and Results

    | Mr. Le Peuch had the following key personal objectives: | | | | CATEGORY | GOAL | ACHIEVEMENT | | Financial Results | Achieve, by executing our strategy, North America Land margins equal to or exceeding a pre-established target. | Partially achieved | | Sustainability | Reduce CO2 emissions by a pre-established target in 2020, in line with our previously announced five-year emissions reduction goal. | Achieved | | | Launch catalogue of emissions-reducing technologies by a specified date. | Partially achieved | | Gender Balance | Materially increase representation of women in senior leadership, in line with our previously announced five-year gender balance goal. | Achieved | | Mr. Le Peuch earned 70% of his total 2020 cash incentive award opportunity under his key personal objectives. | | | | Mr. Biguet had the following key personal objectives: | | | | CATEGORY | GOAL | ACHIEVEMENT | | Financial Results | Achieve, by executing our strategy, North America Land margins equal to or exceeding a pre-established target. | Partially achieved | | Gender Balance | Achieve 50% or higher placement of women in mid-level management finance roles. | Achieved | | Strategic – Restructuring | Materially increase representation of women in mid-level management finance roles, in line with our previously announced five-year gender balance goal. | Achieved | | Mr. Biguet earned 75% of his total 2020 cash incentive award opportunity under his key personal objectives. | | | | Mr. Al Mogharbel had the following key personal objectives: | | | | CATEGORY | GOAL | ACHIEVEMENT | | Safety | Reduce “catastrophic, major and serious” service quality events per million manhours by a pre-established target percentage. | Achieved | | Gender Balance | Materially increase representation of women in management-level or higher roles, in line with our previously announced five-year gender balance goal. | Achieved | | Strategic – Growth | Achieve, through his leadership and involvement, international strategic wins defined as bookings over a pre-established target. | Achieved | | Strategic – Production | Enter into a minimum number of major production and recovery services contracts, alliances or partnerships, including in regions that are strategically important to Schlumberger. | Achieved | | Mr. Al Mogharbel earned 100% of his total 2020 cash incentive award opportunity under his key personal objectives. | | |

  72. 2020 Key Personal Objectives and Results

    | Schlumberger Limited 2021 Proxy Statement | 38 |

  73. 2020 Key Personal Objectives and Results

    | Mr. Belani had the following key personal objectives: | | | | CATEGORY | GOAL | ACHIEVEMENT | | New Energy Ventures | Establish ventures or partnerships in hydrogen, geothermal and lithium technologies. | Achieved | | New Energy Technologies | Oversee the development of new geothermal technology and complete “proof of concept” project. | Achieved | | Mr. Belani earned 100% of his total 2020 cash incentive award opportunity under his key personal objectives. | | | | Ms. Gharbi had the following key personal objectives: | | | | CATEGORY | GOAL | ACHIEVEMENT | | Strategic – Digital | Enter into a minimum number of digital contracts exceeding a specified target contract value. | Mostly achieved | | Strategic – Production | Enter into a minimum number of major production and recovery services contracts, alliances or partnerships, including in regions that are strategically important to Schlumberger. | Achieved | | Strategic – Restructuring | Oversee review and restructuring of, and finalize strategic plans for, the Production Systems Division. | Achieved | | Ms. Gharbi earned 93.3% of her total 2020 cash incentive award opportunity under her key personal objectives. | | |

  74. 2020 Key Personal Objectives and Results

    Long-Term Equity Incentive Awards LTI awards are designed to give NEOs and other high-value employees a long-term stake in the Company, incentivize the creation of sustained stockholder value, act as long-term retention and motivation tools, and directly tie employee and stockholder interests over the long term. In January 2020, our NEOs and other executives received 100% of their LTI awards in the form of PSUs, with payouts contingent on achievement of both absolute and relative Company financial performance goals. Our Compensation Committee believes that our current LTI program serves the following objectives:

  75. 2020 Key Personal Objectives and Results

    | • | creates a stronger and more visible link between executive pay and Company performance; | | • | furthers align our executives’ interests with those of our stockholders; | | • | incentivizes outperformance relative to other companies in our industry; | | • | mitigates the impact of the cyclical nature of our industry on our LTI program; and | | • | ties management incentives to key metrics that our management can more readily control. |

  76. 2020 Key Personal Objectives and Results

    No shares will vest under the PSUs awarded to our NEOs if we do not achieve pre-established minimum performance levels. No dividends will accrue or be paid on any unvested PSUs during the applicable performance periods. In January 2020, our NEOs earned 141% of the target shares of our common stock upon vesting of the three-year PSUs that were granted to our NEOs in 2017, and 250% of the target shares of our common stock upon vesting of the two-year PSUs that were granted in 2018. In January 2021, our NEOs earned 134% of the target shares of our common stock upon vesting of the three-year PSUs that were granted to our NEOs in 2018. See “—Payouts Under PSU Awards” on page 43.

  77. Role of the Independent Executive Compensation Consultant

    Role of the Independent Executive Compensation Consultant Our Compensation Committee has retained Pay Governance as its independent consultant with respect to executive compensation matters. Pay Governance reports only to, and acts solely at the direction of, our Compensation Committee. Pay Governance prepares compensation surveys for review by our Compensation Committee at its October meeting. One of the purposes of the October meeting is to assess compensation decisions made in January of that year in light of comparative data to date; another purpose of the October meeting is to prepare for the annual executive officer compensation review the following January. Pay Governance works with Schlumberger’s executive compensation department to compile annual compensation data for each executive officer, and to compare the compensation opportunities of our officers with those at comparable roles at companies in our main executive compensation peer groups. Our Compensation Committee has also retained Pay Governance as an independent consulting firm with respect to non-employee director compensation matters. Pay Governance prepares an analysis of competitive non-employee director compensation levels and market trends using the same two main peer groups as are used for the annual executive officer compensation review. Our Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict of interest that would prevent Pay Governance from independently representing our Compensation Committee.

  78. Role of the Independent Executive Compensation Consultant

    | Schlumberger Limited 2021 Proxy Statement | 49 |

  79. Role of the Independent Executive Compensation Consultant

    Executive Stock Ownership Guidelines Our Compensation Committee and management believe strongly in linking executive long-term rewards to stockholder value. In 2019, our Board, upon recommendation of our Nominating and Governance Committee and our Compensation Committee, adopted revised executive stock ownership guidelines applicable to our executive officers and other key position holders. Senior executives are required to hold the numbers of shares equal to the multiple of base salary set forth below:

  80. Role of the Independent Executive Compensation Consultant

    | Title | Stock Ownership Multiple | | Chief Executive Officer | 6x base salary | | Executive Vice Presidents | 3x base salary | | Executive Officers (non-EVP) | 2x base salary | | Key Staff Positions | 1x base salary |

  81. Role of the Independent Executive Compensation Consultant

    All executives subject to the guidelines must retain 50% of the net shares they acquire upon the exercise of stock options and after the vesting of PSUs and RSUs, after payment of applicable taxes, until they achieve the required ownership level. The guidelines provide that executives have five years to satisfy the ownership requirements. After the five-year period, executives who have not met their minimum stock ownership requirement must retain 100% of the net shares they acquire upon stock option exercises and any PSU and RSU vesting until they achieve their required ownership level. Stock ownership for the purpose of these guidelines does not include shares underlying vested or unvested stock options, unvested RSUs or unvested PSUs. As of December 31, 2020, all of our then-serving NEOs were in compliance with our stock ownership guidelines. Other Executive Benefits and Policies No Employment Agreements with Current NEOs Historically, our named executive officers have not had employment, severance or change-in-control agreements with the Company, and serve at the will of the Board. This enables the Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers. We do not enter into employment, severance or change-in-control agreements with any newly-hired executive officers. Officer Departure Guidelines In January 2020, our Compensation Committee approved guidelines covering, among other things, LTI vesting, salary, benefits and other compensation matters for officers departing the Company, either because they are eligible for retirement, early retirement or special retirement, or because they are involuntarily terminated (if not eligible for retirement). These guidelines are a non-binding framework for management’s reference in its executive succession planning, with flexibility as required by specific situations. The purpose of the officer departure framework is to incentivize outgoing Company officers to support their successors for a period of time; to provide for a smooth transition; to provide resources to the Company in particular areas of expertise; and to secure outgoing officers’ covenants not to compete with us and not to solicit key employees to leave us. Under the guidelines, we may, at our discretion, enter into agreements with officers who are leaving the Company whereby they would receive annual cash payments that would generally be less than their pre-termination annual base salary. In addition, the officer would receive a prorated cash incentive award payment with respect to the year of his or her departure. The outgoing officer would also receive benefits such as medical and insurance during the agreement term, and would continue to vest in previously-granted LTI awards during the term. In exchange, the officer would agree to be available to Schlumberger for 50% of his or her business time during the term, and agree to non-competition, non-solicitation, and non-disparagement covenants. Agreement with Former CFO As previously disclosed in our definitive proxy statement for our 2020 annual general meeting of stockholders, Schlumberger and Mr. Ayat, our former CFO, entered into an agreement effective as of January 22, 2020 that provides for, among other things, certain benefits and payments through January 21, 2022, including a cash payment in each year of the term equal to his base salary prior to his retirement as CFO, in exchange for three-year non-competition and non-solicitation covenants on the part of Mr. Ayat. Under the terms of the agreement, Mr. Ayat agreed to devote 50% of his business time to Schlumberger as Senior Strategic Advisor to our CEO for a two-year period. Under the agreement, Mr. Ayat will also continue to participate during the term in Schlumberger’s health, welfare and insurance plans on a basis comparable to that of other U.S. employees. He also was granted a PSU award on January 16, 2020, as set forth in the “Grants of Plan-Based Awards for Fiscal Year 2020” table in this proxy statement.

  82. Role of the Independent Executive Compensation Consultant

    | Schlumberger Limited 2021 Proxy Statement | 50 |

  83. Role of the Independent Executive Compensation Consultant

    Retirement Benefits In line with Schlumberger’s aim to encourage long-term careers with the Company and to promote retention, retirement plans are provided, where possible, for all employees, including named executive officers, according to local market practice. We consider long-term benefit plans to be an important element of the total compensation package. Our pension plans provide for lifetime benefits for certain employees upon retirement after a specified number of years of service and take into account local practice with respect to retirement ages. They are designed to complement, but not be a substitute for, local government plans (which may vary considerably in terms of the replacement income they provide) and other Company-sponsored savings plans. Employees may participate in multiple retirement plans in the course of their Schlumberger careers, in which case they become entitled to a benefit from each plan based upon the benefits they earned during their years of service related to such plan. We fund these qualified plans through cash contributions based on actuarial valuations and/or regulatory requirements. Some of our U.S. retirement plans are non-qualified plans that provide an eligible employee with additional retirement savings opportunities that cannot be achieved with tax-qualified plans due to limits on annual compensation that can be taken into account or annual benefits that can be provided under qualified plans. Officers and other employees in the United States whose compensation exceeds the qualified plan limits are eligible to participate in non-qualified excess benefit programs for 401(k), profit-sharing and pension. Employees and executive officers assigned outside the United States are entitled to participate in the applicable plans of the country where they are assigned, including supplemental plans where available. Other Benefits We seek to provide benefit plans, such as medical coverage and life and disability insurance, on a country-by-country basis in line with market conditions. Where the local practice is considered to be less than the Schlumberger minimum standard, we generally offer the Schlumberger standard. Our named executive officers are eligible for the same benefit plans provided to other employees, including medical coverage and life and disability insurance as well as supplemental plans chosen and paid for by employees who wish additional coverage. There are no special insurance plans for our named executive officers. Limited Perquisites We provide only limited perquisites to our named executive officers, which are identified in the narrative notes to the Summary Compensation Table. Clawback Policy for Performance-Based Cash and Equity Awards In 2019, our Board, upon the recommendation of our Compensation Committee, adopted a revised policy regarding recoupment of performance-based incentive compensation, whether paid in the form of equity or cash, in the event of specified restatements of financial results. Under the revised policy, if financial results are restated due to fraud or other intentional misconduct, our Compensation Committee will review any performance-based or incentive compensation paid to executive officers who are found to be personally responsible for the fraud or other intentional misconduct that caused, in whole or in part, the need for the restatement. Based on that review, the Committee will take such actions as it deems appropriate or necessary, including recoupment of any amounts paid in excess of the amounts that would have been paid based on the restated financial results. In addition, our performance-based equity awards and any shares of stock that are issued as a result of vesting of these awards are subject to recoupment under the terms of those awards. Impact of Tax Treatment Section 162(m) of the Internal Revenue Code limits the amount of compensation that may be deducted per covered employee, including each of our NEOs, to $1 million per taxable year. Thus, it is expected that compensation deductions for any covered individual will be subject to a $1 million annual deduction limitation. Although the deductibility of compensation is a consideration evaluated by our Compensation Committee, the Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for our NEOs is not material relative to the benefit of being able to attract and retain talented management. Accordingly, our Compensation Committee will continue to pay compensation that is not deductible. Compensation Committee Report Our Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, our Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

  84. SUBMITTED BY THE COMPENSATION COMMITTEE OF THE SCHLUMBERGER BOARD OF DIRECTORS

    | Name | Year | Salary ($)(3) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Olivier Le Peuch(1) | 2020 | 1,383,846 | — | — | 2,251,200 | 1,844,619 | 170,419(8) | 5,650,084 | | Chief Executive Officer | 2019 | 1,147,500 | 14,515,858 | — | 2,360,250 | 981,058 | 112,504 | 19,117,170 | | | 2018 | 764,167 | 3,200,205 | — | 266,007 | 288,375 | 119,025 | 4,637,779 | | Stephane Biguet | 2020 | 755,193 | 2,499,742 | — | 837,000 | 767,587 | 119,081(9) | 4,978,603 | | Executive Vice President | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | Khaled Al Mogharbel | 2020 | 889,615 | 3,719,674 | — | 1,045,800 | 297,898 | 262,956(10) | 6,215,943 | | Executive Vice President, | 2019 | 895,000 | 5,770,142 | — | 1,423,050 | 327,754 | 211,550 | 8,627,496 | | Geographies | 2018 | 834,167 | 3,200,205 | — | 315,399 | (116,122) | 284,222 | 4,517,871 | | Ashok Belani | 2020 | 889,615 | 3,599,918 | — | 1,045,800 | 1,205,590 | 70,968(11) | 6,811,891 | | Executive Vice President, | 2019 | 900,000 | 3,599,568 | — | 1,476,000 | 968,224 | 37,209 | 6,981,001 | | Schlumberger New Energy | 2018 | 900,000 | 3,597,486 | — | 340,290 | 124,870 | 65,084 | 5,027,730 | | Hinda Gharbi | 2020 | 808,500 | 3,199,854 | — | 932,650 | 1,072,011 | 156,943(12) | 6,169,958 | | Executive Vice President, | 2019 | 764,167 | 4,729,651 | — | 1,176,800 | 623,734 | 186,226 | 7,480,578 | | Services and Equipment | | | | | | | | | | Simon Ayat(2) | 2020 | 1,038,462 | 3,999,982 | — | — | 1,105,073 | 86,171(13) | 6,229,688 | | Senior Advisor to the CEO | 2019 | 1,000,000 | 3,999,520 | — | 1,640,000 | 863,630 | 40,743 | 7,543,893 | | Former Executive Vice President and | 2018 | 1,000,000 | 3,994,767 | — | 358,100 | 163,106 | 72,045 | 5,588,018 | | Chief Financial Officer | | | | | | | | |

  85. PSUs

    PSUs Under our 2017 Schlumberger Omnibus Stock Incentive Plan and subject to the Company’s standard form of PSU awards, PSUs are treated as follows upon the holder’s termination of employment with the Company and its subsidiaries prior to the vesting date (i.e., the third anniversary of the grant date):

  86. PSUs

    | • | If the holder’s employment terminates on account of disability or death, the target number of PSUs will immediately vest. | | • | If the holder’s employment terminates on account of retirement or, with Compensation Committee approval, early retirement or special retirement, the holder will vest on the regularly-scheduled vesting date with the number of PSUs determined as if the holder’s employment had not been terminated. | | • | If an individual terminates employment for another reason, no additional vesting is provided and the individual will automatically forfeit all outstanding PSUs without any additional consideration on the part of the Company. |

  87. PSUs

    For these purposes, “retirement,” “early retirement,” “special retirement” and “disability” have the meanings assigned to such terms in the applicable award agreements.

  88. PSUs

    | Schlumberger Limited 2021 Proxy Statement | 63 |

  89. PSUs

    Change in Control Under our 2010 Omnibus Stock Incentive Plan (with respect to stock options), and our 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan (with respect to stock options, PSUs and RSUs), in the event of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation (each a “Corporate Transaction”), our Board may, in its sole discretion, (1) provide for the substitution of a new award (or other arrangement) for or assumption of any award, (2) provide for the acceleration of vesting of any awards, or (3) decide to cancel any awards and deliver to the holders cash in an amount that our Board determines in its sole discretion is equal to the fair market value of such awards on the date of such event. However, no current agreement with respect to our outstanding stock options, PSUs and RSUs currently provides for any definitive special treatment upon such a Corporate Transaction. The following table sets forth the intrinsic value of the unvested stock options and the value of the unvested PSUs at target and RSUs held by each NEO as of December 31, 2020, that would become vested upon the occurrence of a Corporate Transaction, assuming that the Board elects to accelerate the vesting of stock options, PSUs and RSUs as provided in the previous paragraph. Due to the various factors that could affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event, the price of Schlumberger common stock and achievement by the Company of any relevant performance metric.

  90. PSUs

    | | Upon Corporate Transaction | | | Name | Intrinsic Value of Unvested Options ($)(1) | Value of Unvested RSUs and PSUs (at Target) ($)(2) | | O. Le Peuch | — | 9,623,101 | | S. Biguet | — | 2,804,718 | | K. Al Mogharbel | — | 6,256,478 | | A. Belani | — | 5,139,219 | | H. Gharbi | — | 5,433,269 | | S. Ayat | — | 5,710,291 |

  91. PSUs

    | (1) Reflects that the closing price of Schlumberger common stock on December 31, 2020 ($21.83) was lower than the exercise price of all stock options held by our NEOs as of that date. | | (2) Calculated based on the product of the closing price of Schlumberger common stock on December 31, 2020 ($21.83) and the number of outstanding, unvested RSUs, unvested ROCE PSUs (at target) and unvested FCF Conversion PSUs (at target) held by the executive as of that date. |

  92. PSUs

    Retirement Plans Schlumberger’s pension plans and non-qualified deferred compensation plans include the same terms and conditions for all participating employees in the event of a termination or change in control. Other than the Schlumberger Restoration Savings Plans, none of Schlumberger’s non-qualified plans provide for the accelerated payment of benefits upon a change in control. For more information on these plans, see the Pension Benefits for Fiscal Year 2020 table and accompanying narrative above and the Nonqualified Deferred Compensation for Fiscal Year 2020 table and accompanying narrative above. The following table sets forth the amounts as of December 31, 2020 of benefit payments that would be accelerated under the SLB Restoration Savings Plan upon a change in control.

  93. PSUs

    | Name | Amount | ($) | | O. Le Peuch | 2,325,005 | | | S. Biguet | 581,512 | | | K. Al Mogharbel | 2,216,463 | | | A. Belani | 3,402,700 | | | H. Gharbi | 247,424 | | | S. Ayat | 4,881,749 | |

  94. PSUs

    | Schlumberger Limited 2021 Proxy Statement | 64 |

  95. PSUs

    Retiree Medical Subject to satisfying certain age, service and contribution requirements, most U.S. employees are eligible to participate in a retiree medical program. Generally, this program provides comprehensive medical, prescription drug and vision benefits for retirees and their dependents until attaining age 65. Historically, for Schlumberger employees who turned age 40 prior to 2014, and excluding those employees who became Schlumberger employees as a result of the Smith acquisition, retiree medical benefits continue beyond age 65, at which time Medicare becomes primary and the Schlumberger plan becomes secondary, paying eligible charges after Medicare has paid. However, effective April 1, 2015, participants who reach age 65 no longer continue in Schlumberger medical coverage after reaching age 65, but instead receive an annual contribution to a health reimbursement arrangement that can be used to purchase Medicare supplemental coverage and pay other tax-deductible expenses. Agreement with Former CFO See “Compensation Discussion and Analysis—Agreement with Former CFO” on page 50 for details regarding our agreement with Mr. Ayat.

  96. PSUs

    | Schlumberger Limited 2021 Proxy Statement | 65 |

  97. PSUs

    | ITEM 3. | Approval of Financial Statements and Dividends |

  98. PSUs

    Following completion of the audit procedures performed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, we are submitting the following for approval by our stockholders, as required by Curaçao law:

  99. PSUs

    | • | our consolidated balance sheet as at December 31, 2020; | | • | our consolidated statement of income for the year ended December 31, 2020; and | | • | the declarations of dividends by our Board in 2020. |

  100. PSUs

    These items are included in our 2020 Annual Report to Stockholders, which is provided concurrently with this proxy statement. Stockholders should refer to these items in considering this agenda item. Required Vote A majority of the votes cast is required for the approval of the financial results as set forth in the financial statements and of the declaration of dividends by the Board as reflected in our 2020 Annual Report to Stockholders. Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker may vote on this proposal in its discretion.

  101. PSUs

    | | The Board of Directors Recommends a Vote FOR Item 3. |

  102. PSUs

    | Schlumberger Limited 2021 Proxy Statement | 66 |

  103. PSUs

    | ITEM 4. | Ratification of Appointment of Independent Auditors for 2021 |

  104. PSUs

    PricewaterhouseCoopers LLP has been selected by the Audit Committee as the independent registered public accounting firm to audit the annual financial statements of the Company for the year ending December 31, 2021. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate governance, we are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2021. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. A representative of PricewaterhouseCoopers LLP is expected to attend our 2021 annual general meeting of stockholders, and will be available to respond to appropriate questions. Fees Paid to PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP has billed the Company and its subsidiaries the fees set forth in the table below for:

  105. PSUs

    | • | the audit of the Company’s 2020 and 2019 annual financial statements and reviews of the Company’s quarterly financial statements and other audit services, and | | • | the other services described below that were billed in 2020 and 2019. |

  106. PSUs

    | | Year Ended December 31, | | | (Stated in thousands) | 2020 | 2019 | | Audit Fees(1) | $12,851 | $14,276 | | Audit-Related Fees(2) | 418 | 469 | | Tax Fees(3) | 2,199 | 2,701 | | All Other Fees(4) | 32 | 51 | | TOTAL | $15,500 | $17,497 |

  107. PSUs

    | (1) Includes fees for statutory audits. | | (2) Consists of fees for employee benefit plan audits and other audit-related items. | | (3) Consists of fees for tax compliance, tax planning and other permitted tax services. | | (4) Consists of fees for permitted advisory services. |

  108. PSUs

    The Audit Committee considers the provision of services by PricewaterhouseCoopers LLP not related to the audit of the Company’s annual financial statements and reviews of the Company’s interim financial statements when evaluating PricewaterhouseCoopers LLP’s independence. Audit Committee’s Pre-Approval Policy and Procedures The Audit Committee pre-approves all services provided to the Company and its subsidiaries by Schlumberger’s independent registered public accounting firm. The Audit Committee has adopted a schedule for annual approval of the audit and related audit plan, as well as approval of other anticipated audit-related services; anticipated tax compliance, tax planning and tax advisory services; and other anticipated services. In addition, the Audit Committee (or an authorized committee member acting under delegated authority of the committee) will consider any proposed services not approved as part of this annual process. During 2020 and 2019, all audit and non-audit services were pre-approved by the Audit Committee. Required Vote A majority of the votes cast is required to approve this Item 4. Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will vote on this proposal in its discretion.

  109. PSUs

    | | The Board of Directors Recommends a Vote FOR Item 4. |

  110. PSUs

    | Schlumberger Limited 2021 Proxy Statement | 67 |

  111. PSUs

    Audit Committee Report During 2020, the Audit Committee periodically reviewed and discussed the Company’s consolidated financial statements with Company management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, including matters raised by the independent registered public accounting firm pursuant to applicable Public Company Accounting Oversight Board (“PCAOB”) requirements. The Audit Committee also discussed with Company management and PricewaterhouseCoopers LLP the evaluation of the Company’s reporting and internal controls undertaken in connection with certifications made by the Company’s Chief Executive Officer and Chief Financial Officer in the Company’s periodic SEC filings pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee also reviewed and discussed such other matters as it deemed appropriate, including the Company’s compliance with Section 404 and other relevant provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed to be adopted by the SEC and the NYSE. The Audit Committee also reviewed with PricewaterhouseCoopers LLP the matters required to be discussed by the independent registered public accounting firm with the Audit Committee under applicable requirements of the PCAOB and the SEC. PricewaterhouseCoopers LLP provided the Audit Committee with the required PCAOB disclosures and letters concerning its independence with respect to the Company, and the Committee discussed PricewaterhouseCoopers LLP’s independence with them. Based on the foregoing reviews and discussions, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on January 27, 2021.