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Ensco Plc 6 Chesterfield Gardens London, W1J 5BQ Phone: +44 (0) 20 7659 4660 Company No

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Ensco Plc 6 Chesterfield Gardens London, W1J 5BQ Phone: +44 (0) 20 7659 4660 Company No Ensco plc 6 Chesterfield Gardens London, W1J 5BQ Phone: +44 (0) 20 7659 4660 www.enscoplc.com Company No. 7023598 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on 22 May 2017 The Annual General Meeting of Shareholders of Ensco plc ("Ensco," "we," "us," "our" or the "Company") will be held at the InterContinental London Park Lane, One Hamilton Place, Park Lane, London, W1J 7QY, United Kingdom, at 8:00 a.m. London time, on Monday 22 May 2017 (the "Meeting"). You will be asked to consider and to pass the resolutions below. Resolutions 12 and 13 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. ORDINARY RESOLUTIONS 1. To re-elect, by way of separate ordinary resolutions, the nine Directors named in the accompanying proxy statement to serve until the 2018 Annual General Meeting of Shareholders. 2. To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ending 31 December 2017. 3. 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 Meeting until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company). 4. To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration. 5. To approve an Amendment to the Ensco 2012 Long-Term Incentive Plan. 6. To approve the Directors' Remuneration Policy. 7. To cast a non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2016 (excluding the Directors' Remuneration Policy). 8. To cast a non-binding advisory vote to approve the compensation of our named executive officers. 9. To cast a non-binding advisory vote on the frequency of the non-binding advisory shareholder votes on compensation of our named executive officers. 10. To cast a non-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 2016. 11. To authorise the Board of Directors to allot shares, the full text of which can be found in "Resolution 11" of the accompanying proxy statement. SPECIAL RESOLUTIONS 12. To approve the general disapplication of pre-emption rights, the full text of which can be found in "Resolution 12" of the accompanying proxy statement. 13. To approve the disapplication of pre-emption rights in connection with an acquisition or specified capital investment, the full text of which can be found in "Resolution 13" of the accompanying proxy statement. Resolutions 1 through 11 will be proposed as ordinary resolutions, which means, assuming a quorum is present, each of Resolutions 1 through 11 will be approved if a simple majority of the votes cast are cast in favour thereof. Resolutions 12 and 13 will be proposed as special resolutions, which means, assuming a quorum is present, each of Resolutions 12 and 13 will be approved if 75% of the votes cast are cast in favour thereof. With respect to the non-binding, advisory votes on Resolutions 7, 8, 9 and 10, regarding the Directors' Remuneration Report, the compensation of our named executive officers, the frequency of the vote on the compensation of our named executive officers and the U.K. statutory reports and accounts, the result of the vote will not require the Board of Directors or any committee thereof to take any action. However, our Board of Directors values the opinions of our shareholders as expressed through their advisory votes on such non-binding resolutions and other communications. Accordingly, the Board of Directors will carefully consider the outcome of the advisory votes on Resolutions 7, 8, 9 and 10. Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting. By Order of the Board of Directors, Michael T. McGuinty Senior Vice President, General Counsel and Secretary 31 March 2017 YOUR VOTE IS IMPORTANT. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS INCLUDED WITH THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THE PROXY CARD INCLUDED WITH THE PROXY MATERIALS. TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 ABOUT THE MEETING AND VOTING 4 OWNERSHIP OF VOTING SECURITIES 11 RESOLUTIONS 1a - 1i 12 RESOLUTIONS 2, 3, AND 4 16 CORPORATE GOVERNANCE 18 REPORT OF THE AUDIT COMMITTEE 24 COMPENSATION COMMITTEE REPORT 25 COMPENSATION DISCUSSION AND ANALYSIS 26 EXECUTIVE COMPENSATION 54 Summary Compensation Table 54 All Other Compensation Table 57 Grants of Plan-Based Awards Table 58 Outstanding Equity Awards at Fiscal Year-End Table 60 Option Exercises and Shares Vested Table 61 Nonqualified Deferred Compensation Table 61 Potential Payments Upon Termination or Change in Control 62 Director Compensation Table 68 RESOLUTION 5 69 RESOLUTION 6 81 RESOLUTION 7 81 RESOLUTION 8 81 RESOLUTION 9 82 RESOLUTION 10 82 RESOLUTION 11 83 RESOLUTIONS 12 AND 13 85 GENERAL AND OTHER MATTERS 86 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 87 HOUSEHOLDING OF SHAREHOLDER MATERIALS 87 IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 22 MAY 2017 87 INFORMATION CONCERNING SHAREHOLDER PROPOSALS FOR THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS 88 OTHER MATTERS 89 Annex 1 - Directors' Reports Annex 1 - 1 Annex 2 - 2012 Long Term Incentive Plan Annex 2 - 1 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2016 fiscal performance, please review our annual report on Form 10-K for the period ended 31 December 2016. This proxy statement, our 2016 annual report and a proxy card are first being sent or distributed to shareholders on or about 10 April 2017. 2017 Annual General Meeting of Shareholders Time and Date: 8:00 a.m. London time Place: InterContinental London Park Lane, One Hamilton Place, Park Lane, London, W1J 7QY, United Kingdom Meeting Date: 22 May 2017 Record Date: 27 March 2017 2016 Business Overview Ensco is in the midst of an unprecedented downturn. The sustained decline in oil prices from 2014 highs has caused a significant decline in the demand for offshore drilling services as many of our customers’ projects became uneconomical. In response, customers have significantly reduced capital expenditures for offshore projects, including the cancellation or deferral of existing drilling programs, which has resulted in drilling contract cancellations and fewer market tenders and new drilling contracts. Declines in capital spending levels, together with the oversupply of rigs, have resulted in significantly reduced day rates and utilisation for the offshore drilling sector. We believe that the current market dynamics will not change until we see a sustained meaningful recovery in commodity prices sufficient to bring customer demand into balance with rig supply. During 2016, we took decisive action to improve capital management flexibility, restructure our fleet, reduce expenses and invest in initiatives that will enhance our operational and safety performance. As a result of these actions, we delivered high levels of operational performance - achieving record safety results and operational utilisation - while further streamlining our organisation and reducing our cost base. We believe that the Company’s achievements during 2016 will enable it to emerge from the current downcycle better positioned to succeed and, in turn, grow shareholder value. The following includes highlights of our 2016 achievements: • Operational Excellence: We continued to improve operational results by targeting equipment uptime and key safety metrics that led to industry-leading levels of customer satisfaction. • Sustainable Cost Control: We took various actions to further manage and reduce costs in response to deteriorating market conditions, which contributed in part to our financial results. • Management Systems: We continued our multi-year initiative to redefine, simplify and standardise our management systems to enable improved efficiency, procedural adherence and self-verification. • Capital Management and Liquidity: Building upon the steps we took in 2015, we took several additional actions to improve our capital management flexibility and liquidity. • Human Capital: We took actions to address areas such as nationality and gender diversity, performance and succession management and competency management. • Service Efficiency: We took various actions to improve business efficiency and service delivery for our customers. • Strategic Execution: We continued to focus on high-grading our fleet and innovative fleet improvements, the evaluation of other strategic opportunities and backlog. 1 For further details about our 2016 operational and financial achievements, see "Compensation Discussion and Analysis- Executive Summary - 2016 Business Achievements." Executive Compensation Philosophy Our executive compensation philosophy is based on the principles that the creation of long term shareholder value is the most important measure of executive officer performance and that this principle should be reflected in overall compensation. The business objectives against which we measure our performance include: • profitable
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