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NOBLE ENERGY, INC
ATTN: COMPANY SECRETARY
1001 NOBLE ENERGY WAY
HOUSTON, TX 77070
Meeting Type: Annual Meeting
For holders as of: February 22, 2019
Date: April 23, 2019 Time: 9:30 A.M. CT
Location: The St. Regis Houston
1919 Briar Oaks Lane
Houston, Texas 77027
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT
How to View Online:
Have the information that is printed in the box marked by the arrow à XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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3) BY E-MAIL*:
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in box marked by the arrow à XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2019 to facilitate timely delivery.
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the à XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote FOR Proposals 1, 2, 3 and 4.
To elect the nine nominees as members of the Board of Directors of the Company.
To ratify the appointment of the independent auditor by the Company's Audit Committee.
To approve, in an advisory vote, executive compensation.
1a. Jeffrey L. Berenson
1b. Michael A. Cawley
To approve an amendment and restatement of the Company's 2017 Long-Term Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 29 million to 44 million shares.
1c. James E. Craddock
1d. Barbara J. Duganier
1e. Thomas J. Edelman
1f. Holli C. Ladhani
NOTE: To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
1g. David L. Stover
1h. Scott D. Urban
1i. William T. Van Kleef