Rowan : Proxy Results

Submission of Matters to a Vote of Security Holders

(a)The Company held its 2019 Annual General Meeting in London, England on May 20, 2019.

(b)There were 437,388,656 shares entitled to vote at the meeting based on the March 25, 2019 record date, of which 361,703,758 shares, or approximately 82.69%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2019 Proxy Statement, were voted on at the meeting:

(1)Tore-elect Directors to serve until the 2020 Annual General Meeting of Shareholders: a. J. Roderick Clark

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

292,115,605

2,354,616

856,855

66,376,682

b. Mary E. Francis CBE

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

292,610,113

2,096,380

620,583

66,376,682

c.

C. Christopher Gaut

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

221,348,350

73,083,936

894,790

66,376,682

d.

Keith O. Rattie

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

292,044,563

2,387,651

894,862

66,376,682

e. Paul E. Rowsey, III

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

289,281,723

5,141,352

904,001

66,376,682

f.

Carl G. Trowell

Broker

Votes For

Votes Against

Votes Abstain

Non-Votes

291,750,700

2,928,221

648,155

66,376,682

(2)Because the Rowan Transaction (as defined in the proxy statement) was completed prior to the 2019 Annual General Meeting, Resolutions 2a. - e. was withdrawn and was not considered at the Meeting.

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(3)To elect Directors to serve until the 2020 Annual General Meeting of Shareholders: a. Dr. Thomas Burke

										Broker
	Votes For		Votes Against			Votes Abstain			Non-Votes
	292,726,628	1,874,197	726,251		66,376,682
b.	William E. Albrecht
										Broker
	Votes For		Votes Against			Votes Abstain				Non-Votes
	292,657,876	1,943,651	725,549		66,376,682
c.	Suzanne P. Nimocks
										Broker
	Votes For		Votes Against			Votes Abstain				Non-Votes
	292,930,046	1,717,710	679,320		66,376,682
d.	Thierry Pilenko
										Broker
	Votes For		Votes Against			Votes Abstain				Non-Votes
	291,144,366	3,477,931	704,779		66,376,682
e.	Charles L. Szews
										Broker
	Votes For		Votes Against			Votes Abstain				Non-Votes
	292,962,487	1,656,123	708,466		66,376,682

(4)To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending 31 December 2019:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
354,030,603	6,522,690	1,150,465		N/A

(5)To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the 2019 Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company):

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
354,446,031	6,084,456	1,173,271		N/A

(6) To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
353,777,934	6,774,441	1,151,383		N/A

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(7)Anon-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2018:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
288,306,461	5,146,156	1,874,459	66,376,682

(8) A non-binding advisory vote to approve the compensation of our named executive officers:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
286,237,989	7,254,982	1,834,105	66,376,682

(9)Anon-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2018:

				Broker
Votes For		Votes Against	Votes Abstain	Non-Votes
355,148,187	3,543,152	3,012,419	N/A

(10)To authorise the Board of Directors to allot shares, the full text of which can be found in "Resolution 10" of the proxy statement:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
283,355,840	74,953,925	3,393,993		N/A

(11)To approve the general disapplication ofpre-emption rights, the full text of which can be found in "Resolution 11" of the proxy statement:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
319,661,270	38,810,324	3,232,164		N/A

(12)To approve the disapplication ofpre-emption rights in connection with an acquisition or specified capital investment, the full text of which can be found in "Resolution 12" of the proxy statement:

						Broker
Votes For		Votes Against		Votes Abstain		Non-Votes
330,194,756	27,927,358	3,581,644		N/A

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