To: Schlumberger Investment S.A.
Schlumberger Holdings Corporation
Schlumberger Limited
c/o D.F. King & Co., Inc
48 Wall Street, 22nd Floor
New York, New York 10005
Email: SLB@dfking.com
Facsimile: +1 (212) 709-3328
To Confirm: +1 (800) 659-5550 (toll-free) or +1 (212) 269-5550 (banks and brokers)
Attention: Michael Horthman
Ladies and Gentlemen:
The undersigned acknowledges receipt of your letter dated February 27, 2025 (the Letter). Capitalized terms used and not defined in this letter shall have the meanings
set forth in the Letter.
The undersigned hereby represents and warrants to Schlumberger Holdings Corporation (SHC), Schlumberger Investment S.A. (SISA), Schlumberger Limited (SLB),
and their affiliates as follows:
(1)
it is the beneficial owner (or person who is considering becoming a beneficial owner), or is acting on behalf of a beneficial owner (or on behalf of a person who
is considering becoming a beneficial owner), of one or more series of the notes listed below (the Existing SISA Notes), issued by SISA:
(a) the 5.000% Senior Notes due 2034 (CUSIP No. 806854 AM7 / ISIN: US806854AM76);
(b) the 4.850% Senior Notes due 2033 (CUSIP No. 806854 AL9 / ISIN: US806854AL93);
(c) the 4.500% Senior Notes due 2028 (CUSIP No. 806854 AK1 / ISIN: US806854AK11); and
(d) the 2.650% Senior Notes due 2030 (CUSIP No. 806854 AJ4 / ISIN: US806854AJ48);
in the amounts set forth below; and
it is, or in the event that the undersigned is acting on behalf of a beneficial owner (or person who is considering becoming a beneficial owner) of Existing
SISA Notes, the undersigned has received a written certification from such beneficial owner (or person who is considering becoming a beneficial owner)
(dated as of a specific date on or since the close of such beneficial owners or person who is considering becoming a beneficial owners most recent fiscal year)
to the effect that such beneficial owner (or person who is considering becoming a beneficial owner) is (please indicate below):
a Qualified Institutional Buyer, as that term is defined in Rule 144A under the Securities Act (as defined in Annex A to the Letter); or
a person that is outside of the United States and that (i) is not a U.S. Person, as those terms are defined in Rule 902 under the Securities Act
(as defined in Annex A to the Letter), (ii) in the case of a person located in the European Economic Area or the United Kingdom, is not
a Retail Investor (as defined in Annex A to the Letter), (iii) in the case of a person located in the United Kingdom, is a
Relevant Person (as defined in Annex A to the Letter) and (iv) is not located in Canada.
The undersigned understands that it is providing the information contained herein to SHC, SISA and SLB solely for purposes of the consideration by SHC,
SISA and SLB of certain transactions with respect to the Existing SISA Notes. This letter neither is an offer nor a solicitation of an offer with respect to the
Existing SISA Notes nor creates any obligations whatsoever on the part of SHC, SISA and SLB to make any offer or on the part of the undersigned to participate if
an offer is made.
The undersigned agrees
(1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction any of SHC, SISA or SLB may undertake,
(2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the
aforementioned beneficial owners (or persons who are considering becoming beneficial owners) on whose behalf the undersigned is acting and
(3) to notify SHC, SISA and SLB if any of the representations the undersigned makes in this letter cease to be correct.
AGGREGATE PRINCIPAL AMOUNT
[Note: * denotes required fields]
