Schlumberger Investment SA
Officers Certificate Delivered Pursuant to
Sections 2.2, 2.3 and 10.3 of the Base Indenture Dated as of December 3, 2013
August 11, 2020
The undersigned, an Officer of Schlumberger Investment SA (the Company) and an Officer of Schlumberger Limited (the Guarantor), each hereby certifies, in his or her capacity as an Officer of the Company or the Guarantor, as applicable, that:
Pursuant to Sections 2.2, 2.3 and 10.3 of the Base Indenture, dated as of December 3, 2013 (the Base Indenture), by and among the Company, the Guarantor and The Bank of New York Mellon (the Trustee), as supplemented by the Second Supplemental Indenture, dated as of June 26, 2020 (the Second Supplemental Indenture), by and among the Company, the Guarantor and the Trustee, the undersigned has read the relevant provisions of the Base Indenture (including Sections 2.2 and 2.3, Article IX, and Sections 10.3 and 10.4) and the Second Supplemental Indenture and the definitions of the defined terms used therein relating to the authentication and delivery by the Trustee of $350,000,000 aggregate principal amount of the Companys 2.650% Senior Notes due June 26, 2030 (the Additional Notes). The Base Indenture as supplemented and amended by the Second Supplemental Indenture and as further supplemented and amended by this Officers Certificate is referred to herein as the Indenture.
The Additional Notes constitute notes of the same series as the 2.650% Senior Notes due June 26, 2030 that the Company originally issued on June 26, 2020 (the Initial Notes) and have the same forms and terms (other than the date of issuance and the initial offering price), and will carry the same right to receive accrued and unpaid interest, as the Initial Notes currently outstanding. The Additional Notes and the Initial Notes constitute a single series of securities under the Base Indenture and the Second Supplemental Indenture, including for purposes of voting and redemptions, and all references to the Notes in the Second Supplemental Indenture shall include the Initial Notes and the Additional Notes, unless the context otherwise requires. Upon authentication and delivery of the Additional Notes, there will be $1,250,000,000 aggregate principal amount of the Companys 2.650% Senior Notes due June 26, 2030 outstanding.
The terms of the Additional Notes (including the form of Note attached hereto as Exhibit A) shall be as set forth in the Second Supplemental Indenture and this Officers Certificate, which terms have been established in accordance with resolutions duly adopted by the Board of Directors of the Company on August 3, 2020 (a copy of such resolutions being attached hereto as Exhibit B).
The statements made herein are based either upon the personal knowledge of the persons executing this Officers Certificate or on information, data and reports furnished to such persons by the officers, counsel, department heads or employees of the Company or the Guarantor, as applicable, who have knowledge of the facts involved.