June 15, 2016

10:00 a.m. (Central European Time)

The Mandarin Oriental Hotel, Quai Turrettini 1, 1201 Geneva, Switzerland

AGENDA

The foregoing items, including the votes required in respect of each, are set forth and more fully described in the accompanying Proxy Statement.

RECORD DATE

April 22, 2016

VOTING

Only registered shareholders as of the close of business on the record date will be entitled to attend, vote or grant proxies to vote at the Annual General Meeting. Any such registered shareholder may appoint one or more proxies to attend, speak and vote in his place at the Annual General Meeting. A proxy holder need not be a registered shareholder.

DISTRIBUTION OF PROXY MATERIALS

A copy of this notice, the Proxy Statement (of which this notice forms a part) and the proxy card are first being sent on or about May 3, 2016, to each registered shareholder in our share register as of the record date, together with a copy of our 2015 Annual Report and Irish Statutory Accounts for fiscal year 2015.

ANNUAL REPORT AND FINANCIAL STATEMENTS

Our audited consolidated financial statements for the year ended December 31, 2015 and accompanying auditor’s reports have been filed with the U.S. Securities and Exchange Commission (the “SEC”). Complete copies of these materials and our 2015 Annual Report and Irish Statutory Accounts

are available on our website at www.weatherford.com. Any shareholder may also obtain a copy of these documents by contacting our U.S. Investor Relations Department at 2000 St. James Place, Houston, Texas 77056 or by telephone at +1 (713) 836-4000. Additionally, during the Annual General Meeting, the Company’s management will present Weatherford’s Irish Statutory Accounts for the fiscal year ended December 31, 2015 along with related directors’ and auditor’s reports and there will be a review of the Company's affairs.

April 26, 2016

By Order of the Board of Directors

Christina M. Ibrahim

Executive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be Held on June 15, 2016: The Proxy Statement of

Weatherford International plc, our 2015 Annual Report and Irish Statutory Accounts are available at: www.WeatherfordAnnualMeeting.com.

Annual General Meeting: June 15, 2016 at 10:00 (a.m.) Central European Time, The Mandarin Oriental Hotel, Quai Turrettini 1, 1201 Geneva, Switzerland

In this Proxy Statement, “Weatherford,” “the Company,” “we,” “us” and “our” refer to Weatherford International plc, an Irish public limited company and Swiss tax resident.

Our principal executive offices in Switzerland are located at Bahnhofstrasse 1, 6340 Baar, Switzerland, and our telephone number there is +41.22.816.1500.

References to “$” or “USD” in this Proxy Statement are references to United States dollars, references to “CHF” are references to Swiss francs, and references to “£” are to U.K. pounds sterling.

This Proxy Statement and proxy card are first being mailed on behalf of our Board of Directors, or our “Board,” to all shareholders beginning on or about May 3, 2016.

During the Annual General Meeting, management will present the Company's Irish Statutory Accounts for the fiscal year ended December 31, 2015 and there will be a review of the Company's affairs.

All registered shareholders at the close of business on the record date of April 22, 2016 have the right to notice of, and to vote, in person or by proxy, at the Annual General Meeting. Registered shareholders are entitled, on a poll, to one vote per ordinary share on all matters submitted to a vote of shareholders at the Annual General Meeting, so long as those shares are represented at the Annual General Meeting in person or by proxy.

A registered shareholder may appoint one or more proxies to attend, speak and vote in their place at the Annual General Meeting. A proxy holder need not be a registered shareholder.

If you wish to attend the Annual General Meeting in person, you will need to bring proof of identification along with proof of your share ownership. If your shares are held beneficially in the name of a bank, broker or other nominee, you may bring a bank or brokerage account statement as your proof of ownership of shares as of the record date.

Furthermore, we have made arrangements for registered shareholders to participate, by technological means, in the Annual General Meeting without leaving Ireland. Registered shareholders who wish to so participate in the Annual General Meeting may do so by attending in person at the offices of our Irish lawyers, Matheson, located at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, at the time of the meeting (and will need to bring proof of identification along with proof of share ownership).

To ensure your representation at the Annual General Meeting, we request that you grant your proxy to vote on each of the proposals in this Proxy Statement and any other matters that may properly come before the meeting to the persons named in the proxy card, by completing, signing, dating and returning the enclosed proxy card for receipt by us no later than 5:59 a.m. Central European Time on June 14, 2016 (11:59 p.m. New York Time on June 13, 2016), whether or not you plan to attend.

Most of our individual beneficial owners hold their shares through a brokerage account and therefore are not listed in our share registry.

Shareholders who hold their shares through a broker or other nominee (in “street name”) must vote their shares in the manner prescribed by their broker or other nominee. Shareholders who hold their shares in this manner and wish to vote in person at the meeting must obtain a valid proxy from the organization that holds their shares. This may be very difficult for an individual shareholder to do, so individual shareholders holding in street name are strongly encouraged to submit their proxy to their broker, who in turn will vote in accordance with their directions. See “Quorum and Voting” as to the effect of broker non-votes.

A quorum at our Annual General Meeting will be two or more persons holding or representing by proxy more than 50% of the total issued voting rights of our ordinary shares. For purposes of determining a quorum, abstentions and broker “non-votes” present in person or by proxy are counted as represented. A “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

If you are a beneficial shareholder and your broker or other nominee holds your shares in its name (in “street name”), the broker generally has discretion to vote your shares with respect to “routine” proposals such as agenda Item 2 (ratification of appointment of independent statutory auditors and authorization of auditors' remuneration), even if the broker does not receive voting instructions from you. However, your broker may not vote your shares with respect to “non-routine” proposals. Proxies submitted by brokers without instructions from customers for non-routine matters are referred to as “broker non-votes.” Under the rules of the New York Stock Exchange (the “NYSE”), agenda Item 1 (election of directors), agenda Item 3 (approval of executive compensation advisory resolution) and agenda Item 4 (approval of the ESPP) are non-routine proposals. Accordingly, if you hold your shares in “street name,” your broker will not be able to vote your shares on these matters unless your broker receives voting instructions from you.

Approval of each of the proposals to be presented at the Annual General Meeting will be decided by an “ordinary resolution” (i.e., by a simple majority of the votes cast “For” or “Against,” in person or by proxy, provided a quorum is present).

The election of each director nominee will be considered and voted upon as a separate proposal. There is no cumulative voting in the election of directors. Abstentions and broker “non-votes” will not affect the voting results.

Agenda Item 4 is also subject to separate NYSE rules. Under NYSE rules, abstentions will be considered votes cast. As a result, abstentions will have the effect of a vote against agenda Item 4 under NYSE rules. Broker “non-votes” will not affect the voting results for agenda Item 4 under Irish law or NYSE rules.

As of April 22, 2016, there were approximately 895,690,433 ordinary shares issued and entitled to vote.

A copy of this Proxy Statement and proxy card are being sent to each shareholder registered in our share register as of April 22, 2016. Shareholders not registered in our share register as of April 22, 2016, will not be entitled to attend, vote or grant proxies to vote at the Annual General Meeting. Your vote and proxy are being solicited by our Board of Directors in favor of Christina M. Ibrahim or, failing her, Dr. Bernard J. Duroc-Danner (the “Proxy Holders”), for use at the Annual General Meeting.

We request that you grant your proxy to vote on each of the proposals in this notice and any other matters that may properly come before the meeting to the Proxy Holders by completing, signing, dating and returning the proxy card, in accordance with the instructions thereon, for receipt by us no later than 5:59 a.m. Central European Time on June 14, 2016 (11:59 p.m. New York Time on June 13, 2016), whether or not you plan to attend.

If you are a registered holder and you properly complete and submit your proxy card in a timely manner, you will be legally designating the individual or individuals named by you in the proxy card or, if you do not name your proxy or proxies, the Proxy Holders, to vote your shares in accordance with your instructions indicated on the card. If you are a registered shareholder and properly complete and submit your proxy card in a timely manner without naming your proxy or proxies and you do not indicate how your shares are to be voted, then the Proxy Holders will vote as the Board of Directors recommends on each proposal, and, if other matters properly come before the Annual General Meeting, the Proxy Holders will have your authority to vote your shares in their discretion on such matters.

We may accept a proxy by any form of communication permitted by Irish law and as the Board of Directors may approve in accordance with our Articles of Association (“Articles”).

If you are a registered shareholder, you may revoke your proxy by:

If you have revoked your proxy as described above, you may attend and vote in person at the Annual General Meeting.

If you are not a registered holder, but you hold your shares through a broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to revoke a previously granted proxy, since attending the Annual General Meeting alone will not revoke any proxy.

If you receive multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts and are registered in different names. You should complete and return each of the proxy cards to ensure that all of your shares are voted.

We have retained Okapi Partners LLC to solicit proxies from our shareholders at an estimated fee of $20,000, plus expenses. Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, electronically or by telephone or mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names. All costs of proxy solicitation will be borne by the Company.

You may call our proxy solicitor, Okapi Partners LLC, toll-free at (877) 869-0171 (U.S. callers) or +1 (212) 297-0720 (international callers), or our U.S. Investor Relations Department at +1 (713) 836-4000, or email us at investor.relations@weatherford.com if you have any questions or need directions to be able to attend the meeting and vote in person.

The Board of Directors recommends that you vote “FOR” each nominee for director.

Upon the recommendation of the Corporate Governance and Nominating Committee, the Company’s Board of Directors has nominated the following ten nominees to be elected at the Annual General Meeting: Mohamed A. Awad, David J. Butters, Bernard J. Duroc-Danner, John D. Gass, Francis S. Kalman, William E. Macaulay, Robert K. Moses, Jr., Guillermo Ortiz, Emyr Jones Parry and Robert A. Rayne.

All of the nominees for director are independent under the rules of the NYSE, other than Bernard J. Duroc-Danner, who is our Chief Executive Officer.

Each director is an existing director who, in accordance with the Articles, shall retire at the Annual General Meeting and is eligible for re-election.

Each director elected will serve until the 2017 Annual General Meeting or, in each case, until his earlier death, retirement, resignation or removal from the position of director. All of our nominees have consented to serve as directors. Our Board of Directors has no reason to believe that any of the nominees will be unable to act as a director.

The vote will be held by a separate resolution for each director nominee. A director nominee will be re-elected if approved by an ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against,” in person or by proxy, provided a quorum is present). If you properly submit a proxy card but do not indicate how you wish to vote, the Proxy Holders will vote for all of the listed nominees for director. Abstentions and “broker non-votes” will not affect the voting results.

Our Board’s composition is carefully considered to ensure diversity in the broadest sense – of culture, background, outlook, experience, and tenure to bring together multiple, complementary perspectives. Our director nominees bring a powerful range of skills and experience in relevant areas, including finance, exploration and production, environment, public policy, international business and leadership, as well as oilfield services. This unique and highly impactful cross section of capabilities enables our Board to help guide the Company’s strategic objectives and leading corporate governance practices. Further, while each member of our Board has held significant leadership positions in their respective professional fields, of equal importance is each Director’s personal ethics and integrity. Each of our Directors embodies the highest degree of personal and professional standards arming them with the qualified insights to deliver sustainable shareholder value. Please see the information below regarding our directors' significant skills and expertise.

Our Board believes sound corporate governance processes and practices, as well as high ethical standards, are critical to handling challenges and to achieving business success. We embrace leading governance practices and also conduct ongoing reviews of our governance structure and processes to reflect shareholder input and changing circumstances. For example, in 2015, we made significant enhancements to our Corporate Governance Principles, including changes to director evaluation practices and factors for consideration for director nominees. Below are highlights of our corporate governance practices and principles.

Additional information regarding Corporate Governance at Weatherford can be found on our website

at www.weatherford.com in the “Investor Relations” section.

The Board is responsible for the oversight of overall risk management for the Company, and the Audit Committee is responsible for financial and compliance reporting as well as risk assessment. The Board has implemented an Enterprise Risk Management system to identify and evaluate varying levels of risk and their potential impact on the enterprise, as well as steps to further mitigate those risks.

As part of its oversight function, the Audit Committee discusses and implements guidelines and policies concerning financial and compliance risk assessment and management, including the process by which major financial and compliance risk exposure is monitored and mitigated. The Audit Committee works with members of management to assess and monitor risks facing the Company’s business and operations, as well as the effectiveness of the Company’s guidelines and policies for managing and assessing financial and compliance risk. The Audit Committee meets and discusses, as appropriate, issues regarding the Company’s risk management policies and procedures directly with those individuals responsible for day-to-day risk management in the Company’s internal audit and compliance departments. The Audit Committee has also established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm as described in “Audit Committee Pre-Approval Policy” in this Proxy Statement. In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company regarding its accounting, internal controls, Code of Conduct or other matters.

Furthermore, the Corporate Governance and Nominating Committee periodically provides oversight with respect to risks associated with our corporate governance policies and practices, including our Corporate Governance Principles. The Corporate Governance and Nominating Committee also oversees and reviews, on an annual basis, an evaluation of the Board, each of our Board committees and management and, beginning in 2016, a peer evaluation.

The Compensation Committee reviews our compensation plans and practices to ensure they do not encourage excessive risk taking and, instead, encourage behaviors that support sustainable value creation. See “Risk Analysis of our Compensation Programs” in the Compensation Discussion and Analysis section of this Proxy Statement.

Our Health, Safety and Environment Committee oversees the Company’s policies and practices to promote good stewardship, to encourage safety awareness, to monitor safety performance and to provide suggestions to management for the resolution of health, safety and environmental concerns, all with a view towards reducing risks in those areas.

In addition to oversight of risk management, one of the responsibilities of our Board is to ensure that the Company has a long-term and evolving program for effective leadership development and succession. Our Board is committed to talent management and high-grading the Company’s global management structure. Throughout the year, the Board was presented with high-potential leadership candidates and regularity updated on key talent metrics, including diversity, recruiting and development programs. The CEO reports to the Board on an annual (or more frequent, as needed) basis concerning management development and succession planning for all other positions. In addition, the Corporate Governance and Nominating Committee does CEO succession planning in executive session in June and December of each year.

In 2016, we also further enhanced our Corporate Governance Principles by adopting a mandatory retirement policy. This policy requires that each non-employee Director retire from the Board immediately prior to the annual general meeting of shareholders following his or her seventy-second (72nd) birthday. In order to allow a smooth transition of our existing Directors, the requirement has been automatically waived for each of our current directors (i.e. such Directors shall be grandfathered in). We believe this policy will help increase diversity and allow for more frequent Board refreshment.

The Board has affirmatively determined that each director is independent under the rules of the NYSE and the SEC, other than Dr. Duroc-Danner, who is our Chief Executive Officer. As contemplated by NYSE rules, the Board has adopted categorical standards to assist it in making independence determinations.

These standards are available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Corporate Governance Principles.” However, in making independence determinations, the Board considers and reviews all relationships with each director, whether or not they fall within the categorical standards. None of the independent directors had relationships relevant to an independence determination that were outside the scope of the Board’s categorical standards. The relationship discussed below under “Related Person Transactions” in this Proxy Statement did not exceed these categorical standards and was determined by the Board not to be material.

Our Board has adopted a policy regarding related person transactions as part of a comprehensive governance program. This policy regarding transactions between us or any of our affiliates and our directors, executive officers and other employees is set forth in writing in our Corporate Governance Principles and

our Code of Business Conduct. These documents are available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then selecting “Corporate Governance Principles” or “Code of Business Conduct,” as applicable. We also have a Supplemental Code of Business Conduct that applies to our President and Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, which is available on our

website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Supplemental Code of Conduct.” The Board believes these documents promote the effective functioning of the Board, its Committees and management. Accordingly, they are periodically reviewed and revised, as appropriate.

If an actual or potential conflict of interest arises for any director, the director is required to notify the Board and is not allowed to participate in any discussions or vote on any transaction in which the actual or potential conflict of interest may arise. The Board approves any transactions with our Chief Executive Officer, and our Chief Executive Officer approves any transactions with any other officer.

Transactions with Related Persons in 2015. We lease our London office space from Central London Commercial Estates Limited, which is affiliated with Derwent London plc, of which one of our directors, Mr. Robert A. Rayne, is a non-executive chairman. Mr. Rayne was not personally involved in the negotiation of the lease transaction and receives no personal benefit from this transaction. The lease transaction was reviewed by the Corporate Governance and Nominating Committee of our Board of Directors and approved by our Board of Directors, with Mr. Rayne abstaining from voting on the matter. In their review, our Corporate Governance and Nominating Committee considered, among other factors, a report from an independent real estate brokerage firm with expertise in the relevant market analyzing lease alternatives to conclude that the transactions were, taken as a whole, at least as fair to us as would have been obtained on an arms-length basis from a non-affiliated party. In 2015, we paid the lessor a total of approximately £459,000 ($701,640 based on an annual average exchange rate for the year ended December 31, 2015).

The Board periodically examines its structure based on the existing and future needs of the Company to ensure its composition delivers the greatest long-term shareholder value. While the Board retains its authority to separate the positions, the Board has determined the most effective leadership structure for the Company is to combine the role of Chief Executive Officer and Chairman. The Board believes that by serving both as Chief Executive Officer and Chairman, Dr. Duroc-Danner brings multiple perspectives to the Board and also is best informed to lead the Board because of his role in the management of the Company’s business and strategic direction. Notwithstanding the foregoing, on at least an annual basis, the Board will consider whether it is appropriate that the positions of Chairman and Chief Executive Officer continue to be held by the same person.

The Board has appointed Mr. Rayne as Vice Chairman and Presiding Director to oversee executive sessions of independent directors, i.e., each of our our non-employee Directors. The Board believes it is in the best interest of the Company’s shareholders to have a Presiding Director who has the authority to call executive sessions as a counterbalance to the Company’s combined roles of Chief Executive Officer and Chairman. The Board believes executive sessions provide the Board with the ability to independently evaluate management, openly discuss strategic and other business issues involving the Company, ensuring that the Company is upholding high standards of corporate governance. Executive sessions are held before and after each regularly scheduled Board meeting and at such additional times as may be needed. In 2015, executive sessions of the independent directors were held at each of the four regularly scheduled Board meetings.

For information on how to communicate with our Presiding Director and other non-employee Directors, please see “Communication with Directors.”

In obtaining the names of possible director nominees, the Corporate Governance and Nominating Committee conducts its own inquiries and considers suggestions from other directors, management, shareholders and other sources. The Committee’s process for evaluating nominees identified in unsolicited recommendations from shareholders is the same as its process for unsolicited recommendations from other sources.

The Corporate Governance and Nominating Committee will consider nominees recommended by shareholders who submit their recommendations in writing to Chairman, Corporate Governance and Nominating Committee, care of the Secretary, Weatherford International plc, Bahnhofstrasse 1, 6340 Baar, Switzerland. Recommendations received before December 1st in any year will be considered for inclusion in the slate of director nominees to be presented at the annual general meeting in the following year. Unsolicited recommendations must contain the name, address and telephone number of the potential nominee, a statement regarding the potential nominee’s background, experience, expertise and qualifications, a signed statement confirming his or her

willingness and ability to serve as a director and abide by our corporate governance policies, his or her availability for a personal interview with the Corporate Governance and Nominating Committee and evidence that the person making the recommendation is a shareholder of Weatherford.

The Corporate Governance and Nominating Committee believes that nominees should possess the highest personal and professional ethics, reputation, integrity and values and be committed to representing the long-term interests of our shareholders. Directors should have a record of accomplishment in their chosen professional field and demonstrate sound business judgment. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively, including attendance at and participation in Board and Committee meetings, and should be committed to serve on the Board for an extended period of time. The Corporate Governance and Nominating Committee will consider independence, diversity of viewpoints, backgrounds and experience, including a consideration of gender, ethnicity, race, country of citizenship and age in determining whether a candidate will be an appropriate fit with, and an asset to, the Board of Directors. When considering existing directors, the Corporate Governance and Nominating Committee evaluate their history of attendance at Board and committee meetings as well as contributions and effectiveness at such meetings.

Rule 14a-8 under the Exchange Act addresses when a shareholder may submit a proposal for inclusion of a nominee for director in our proxy materials. Shareholders who do not comply with Rule 14a-8, but who wish to have a nominee considered by our shareholders at the Annual General Meeting, must comply with the deadlines and procedures set forth in our Articles. Please see “Proposals by Shareholders” in this Proxy Statement for more information.

Shareholder outreach is a long-standing cornerstone of our governance program. We engage in regular and ongoing dialogue with our investors to gain valuable insights into the governance issues about which they care most. These outreach discussions permit a more reflective and precise exchange of views. During our conversations with shareholders, we listen to constructive input that we believe will better position the Company to deliver sustainable value over the long-term for all of our stakeholders. Members of our executive management team, including our Chief Financial Officer, our General Counsel and Corporate Secretary and our Vice President of Investor Relations, Corporate Marketing and Communications, regularly meet (telephonically or in person) with shareholders and, on occasion, members of our Board will meet with our shareholders as well. The results of our discussions are regularly reported to the Board and to the applicable Committees.

We continue to seek a collaborative and mutually beneficially approach to issues that are important to our investors in ways that ensure our Corporate Governance practices remain best-in-class. These issues affect the success of our business. Additionally, our annual shareholder meeting results are carefully considered as part of our shareholder engagement process. In 2015, over 88% of our outstanding shares voted at our annual general meeting and all of our agenda items were approved, including over 91% of shares voted in respect of our “say-on-pay” agenda item voted in favor of such item and more than 88% of shares voted in respect of each individual director approved each director, with some directors receiving as high as 99% support (of shares voted).

To go beyond reporting requirements, in recent years, we have created a dedicated Annual General Meeting website at:www.weatherfordannualmeeting.com.

In addition, this year, we have introduced a NEW dedicated section that provides an opportunity for shareholders and other interested parties to provide feedback on our disclosures and ask questions to be considered by the Board.

We welcome you to submit feedback on our disclosures at: www.weatherfordannualmeeting.com/feedback

Any shareholder or other interested party that desires to communicate with the Board of Directors or any of its specific members, including the Vice Chairman and Presiding Director or the independent directors as a group, should send their communication to the Secretary, Weatherford International plc, Bahnhofstrasse 1, 6340 Baar, Switzerland. All such communications will be forwarded, as appropriate, to the members of the Board.

We welcome input from our institutional and individual shareholders, regardless of the number of shares owned.

Shareholders may also direct their comments to our U.S. Investor Relations Department in writing at 2000 St. James Place, Houston, Texas 77056, or by telephone at +1 (713) 836-4000.

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the Company, including the number and location of meetings, as well as the level of knowledge and experience that we require of and expect from each member of our Board. Our Corporate Governance and Nominating Committee is responsible for reviewing and structuring our compensation policy regarding fees and compensation paid and granted to our Directors.

Each Director who is not an employee of the Company is paid the fees set forth below. No increases to our Director’s fees were made from 2014 to 2015. In the first quarter of 2016, fees were reduced by 10%. The Board approved and agreed to such 10% reduction in connection with the continued industry downturn and the Company's focus on cost savings.

Annual retainers are paid quarterly in advance. Meeting fees are paid after each meeting. We do not compensate Dr. Duroc-Danner for his service on the Board.

In addition to the fees described above, on September 25, 2015, we granted to each of the non-employee Directors 12,000 restricted share units pursuant to our 2010 Omnibus Incentive Plan. The awards vest on the first anniversary of the grant, subject to earlier vesting in the event of the death or disability of the director or a change of control of the Company. The Corporate Governance and Nominating Committee believes that providing a significant portion of overall Board compensation in the form of restricted share units aligns the interests of our directors with those of our shareholders. As with Director fees above, no increases in the number of restricted share units granted in 2015 were made as compared to 2014 restricted share unit grants.

Longnecker & Associates (“Longnecker”), a compensation consulting firm, has been retained by the Compensation Committee and the Corporate Governance and Nominating Committee as an independent compensation consultant to advise each Committee on compensation matters. Longnecker provides the Corporate Governance and Nominating Committee with comparative market data regarding board compensation practices and programs; analyses of publicly available information on our peer group (see “Peer Group” in the CD&A section in this Proxy Statement); information regarding industry practices; as well as vesting and valuation information and analysis.

The Weatherford International Ltd. Non-Employee Director Deferred Compensation Plan was suspended effective December 31, 2008, because of changes in tax laws. While the plan is suspended, amounts are still payable to participants on the occurrence of triggering events under the plan.

Prior to the suspension of this plan, Messrs. Butters, Macaulay, Moses and Rayne elected to defer 7.5% of the fees paid by us and to have their distributions paid on the first day of the calendar quarter on or immediately following the date of his cessation of service with the Board. In any event, all benefits under the plan will be distributed no later than January 1, 2017. The amount of the distribution will be a number of ordinary shares equal to the number of units in the director’s account at the time of the distribution. Messrs. Awad, Gass, Kalman, Ortiz and Sir Emyr are not participants in this suspended plan.

After the merger of EVI, Inc. and Weatherford Enterra in June 1998, we discontinued this plan. Mr. Moses is the only current director who was fully vested and eligible to participate in this plan at the time of the plan’s discontinuance. Mr. Moses had over 10 years of credited service on the Board of Weatherford Enterra

at the time the plan was discontinued, and his annual benefit amount upon his retirement will be $20,000 payable for 10 years, provided that, in any event, benefits under this plan will be completely distributed no later than January 1, 2017.

The following table sets forth the compensation paid to each of our independent directors for the year ended December 31, 2015. Dr. Duroc-Danner was a named executive officer and director in 2015, and information about his compensation is listed in the 2015 Summary Compensation Table in this Proxy Statement.

The Board of Directors recommends that you vote “FOR” this proposal.

KPMG LLP and KPMG Chartered Accountants, Dublin (collectively, “KPMG”) served as the independent and Irish statutory auditors for Weatherford for the year ended December 31, 2015. The Board, upon the recommendation of the Audit Committee, is asking our shareholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm and auditor for the year ending December 31, 2016 and KPMG Chartered Accountants, Dublin as our statutory auditor under Irish law to hold office until the close of the 2017 AGM and to authorize the Board of Directors, acting through the Audit Committee, to determine the independent auditors' remuneration. The selection of KPMG LLP as the independent registered public accounting firm for 2016 was approved by the Audit Committee on March 17, 2016.

An ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against,” in person or by proxy, provided a quorum is present) is required to approve this proposal. If you properly give a proxy but do not indicate how you wish to vote, the persons named on the proxy card, or if you do not name your proxy or proxies, the Proxy Holders, will vote for the proposal. Abstentions and “broker non-votes” will not affect the voting results.

Representatives of KPMG will be present at the Annual General Meeting to respond to any appropriate shareholder questions and will be given an opportunity to make a statement, if they so desire.

The following table presents fees for professional audit services rendered by KPMG for the audit of the annual consolidated financial statements and statutory financial statements of Weatherford (including its predecessor) for the years ended December 31, 2015 and December 31, 2014 and fees billed for other services rendered by KPMG during those periods. All fees were approved by the Audit Committee pursuant to its pre-approval policy.

The Audit Committee has established a pre-approval policy for all audit and non-audit services to be provided by our independent auditor. There are two types of pre-approval. “General” pre-approval is based on pre-determined types of services. “Specific” pre-approval is required for certain types of services or if a service is expected to exceed budgeted amounts. “Specific” pre-approval must be obtained through direct communications with the Audit Committee or the Chairman of the Audit Committee, to whom the Audit Committee has delegated pre-approval authority. The Chairman must report any pre-approved decisions to the Audit Committee at its next scheduled meeting. During 2015, all audit and non-audit services performed by the independent auditor were subject to the pre-approval policy.

The Audit Committee has designated the Company’s Vice President, Audit Services, to monitor and report on the performance of all services provided by our independent auditor and to determine whether such services are in compliance with the pre-approval policy. The Vice President, Audit Services, periodically reports to the Audit Committee regarding the results of her monitoring.

February 12, 2016

The Audit Committee represents and assists the Board in providing independent, objective oversight of the Company’s accounting functions and internal

control over financial reporting. The Audit Committee acts under a charter which is available on the Company’s website at www.weatherford.com under “Investor Relations,” then “Corporate Governance,” then Audit Committee Charter. The Audit Committee is composed of five directors and the Board has determined that each of these directors satisfy the requirements of the NYSE as to independence, financial literacy and expertise. In addition, each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Irish Companies Act 2014.

Management is responsible for the Company’s financial statements and the reporting process, including the system of disclosure controls and procedures and internal control over financial reporting.

KPMG LLP, the Company’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of our financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal control over financial reporting.

In discharging its oversight role, the Audit Committee has

The Audit Committee and the Board believe that, due to KPMG LLP’s knowledge of the Company and the industry in which the Company operates, it is in the best interest of the Company and its shareholders to continue the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee recommends that the Board ask the shareholders to ratify the appointment of the independent registered public accounting firm at the 2016 Annual General Meeting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Annual Report on Form 10-K of Weatherford International plc for the year ended December 31, 2015.

David J. Butters

Francis S. Kalman, Chair

Robert K. Moses, Jr.

Guillermo Ortiz

Robert A. Rayne

The Board of Directors recommends that you vote “FOR” this proposal.

We are asking our shareholders to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) pursuant to Section 14A of the Exchange Act, as disclosed in this Proxy Statement. While this vote is not binding on our Company, the results of the vote on this proposal will be carefully considered by the Board and the Compensation Committee when making future executive compensation decisions.

We urge you to carefully review the Compensation Discussion and Analysis, or “CD&A,” section in this Proxy Statement, as well as the 2015 Summary Compensation Table, other compensation tables and related narrative discussion, for more information regarding the compensation of our NEOs. As described in those sections, our compensation program is designed and administered to:

We believe the information in this Proxy Statement demonstrates the successful design and implementation of a compensation program that aligns shareholders’ and management’s interests. Accordingly, the Board of Directors recommends shareholders approve the program by approving the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation section of the Proxy Statement for the Company’s 2016 Annual General Meeting of Shareholders, which includes the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and other executive compensation tables and accompanying narrative discussion.”

At the 2011 annual general meeting, the Board recommended, and the shareholders voted, to conduct advisory, i.e., say-on-pay, votes on an annual basis. The next advisory say-on-pay vote will occur at our 2017 Annual General Meeting.

An ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against,” in person or by proxy, provided a quorum is present) is required to approve this proposal. If you properly give a proxy but do not indicate how you wish to vote, the persons named on the proxy card, or if you do not name your proxy or proxies, the Proxy Holders, will vote for the proposal.

Abstentions and “broker non-votes” will not affect the voting results.

The following persons are our executive officers. Each of our executive officers, other than Mr. Mills, is also a named executive officer. Dr. Duroc-Danner’s biography is on page 8. None of the executive officers or directors has any family relationships with each other. The CD&A that follows covers the compensation of our NEOs.

Krishna Shivram was appointed Executive Vice President and Chief Financial Officer in November 2013. Mr. Shivram has over 25 years of financial and operational management experience in the oilfield service industry and previously worked for Schlumberger Ltd. in a variety of roles across the globe. Immediately prior to joining Weatherford, Mr. Shivram served as Vice President and Treasurer of Schlumberger Ltd. since January 2011. Prior to his serving as Vice President and Treasurer, Mr. Shivram held a number of senior management positions at Schlumberger, including Controller - Drilling Group from May 2010 to January 2011, Manager - Mergers and Acquisitions from May 2009 to April 2010 and Controller - Oilfield Services from August 2006 to April 2009. Mr. Shivram is a Chartered Accountant and has experience in financial accounting, income taxes and treasury operations, along with a strong background in corporate finance and mergers and acquisitions.

Christina M. Ibrahim was appointed Executive Vice President, General Counsel and Corporate Secretary in May 2015. Ms. Ibrahim has over 20 years of legal experience primarily in the oilfield services industry. Prior to her appointment, Ms. Ibrahim held a number of senior leadership positions in the legal department of Halliburton Company, including Vice President Commercial – Western Hemisphere, with additional responsibility for the global procurement, employment and real estate practice groups and most recently as Vice President, Chief Commercial Counsel and Corporate Secretary with oversight of mergers and acquisitions, securities, regulatory and governance practice groups. Ms. Ibrahim also served as General Counsel and Chief Compliance Officer for WellDynamics, a Halliburton and Shell joint venture company. Prior to joining Halliburton, Ms. Ibrahim was a litigation attorney with the law firm Wickliff & Hall, PC. 

Douglas M. Mills was appointed Vice President and Chief Accounting Officer in June 2013 and serves as the Company’s principal accounting officer. Mr. Mills joined Weatherford in 2003 and served in various financial reporting capacities, including Vice President of Corporate Accounting since 2011, and filled other corporate and regional controller positions of increasing responsibility while at Weatherford. Mr. Mills has over five years of public accounting experience with the firms of Ernst & Young and Arthur Andersen. He is a certified public accountant and holds a M.P.A./B.B.A. from the University of Texas.

Antony J. Branch was appointed President — Regional Operations in February of 2016. Prior to this appointment, he served as President—Global Product Lines and before that, he served as Vice President – Europe, Africa and Middle East. Mr. Branch joined the Company in 2005, when Precision Drilling Corporation was acquired by Weatherford and where he held numerous management positions. Prior to joining the Company, Mr. Branch held management positions with Precision Drilling and Sperry — Sun Drilling Services. Mr. Branch holds a degree in Petroleum Geology from the University of Aberdeen.

Lance R. Marklinger was appointed President—Global Sales in February of 2016. Prior to this appointment, he served as President Eastern Hemisphere in January 2015 and before that, he served as Vice President –Well Construction and Completion. Mr. Marklinger joined the Company in January 2010 and was appointed Vice President - Russia Region in November 2010. Prior to joining Weatherford, Mr. Marklinger was employed by Schlumberger Ltd. from July 1983 to January 2010 in various management positions, including Vice President of Marketing of PetroAlliance, Vice President of Sales and Marketing US Land, and Operations Manager Russia. He is a graduate of the Southern Alberta Institute of Technology with an associate’s degree in Petroleum Engineering.

This Compensation Discussion and Analysis (“CD&A”) is designed to provide shareholders with an understanding of our compensation philosophy, core principles, and decision making process. It explains the compensation-related actions taken with respect to our NEOs who are identified in the 2015 Summary Compensation Table. Details regarding the compensation we paid to the NEOs for 2015 are found in the tables and narrative which follows them.

Our compensation program is designed to reward our NEOs for the achievement of strategic and operational goals and increases in shareholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We believe our program supports these goals, avoids objectionable pay practices, and engages in sound governance practices with respect to executive compensation.

The severity and length of the energy down cycle has challenged our entire industry, including both our clients and our peers. In this environment, our performance drivers are centered on discipline, discernment and focus. The Company was ready for a prolonged period of low oil and gas prices and has adjusted quickly to take advantage of the current environment. In 2015, we fundamentally reduced our cost structure; meanwhile, we also improved service quality, enhanced efficiency and continued to cultivate a performance-driven culture. Our focus remains steadfast on core, cost and cash.  Our activities focus on our core portfolio of high quality and market-leading businesses, centered on lowering our cost structure through down cycles and implementing capital allocation and cash generation as company-wide disciplines.  Our primary 2015 performance highlights include:

Despite the downturn, our Company has demonstrated its ability to successfully manage its assets and balance sheet, while controlling costs.

We believe these and other accomplishments provide a clear and measurable basis for our executive compensation decisions.

We have excluded Cameron International Corporation from the information above, as it merged with Schlumberger Limited in April 2016.

For the past year, Weatherford’s stock performance has remained closely linked to the price of oil with a 94% correlation. As of April 1, 2016, the U.S. rig count reached its lowest point in recorded history with 450 rigs operating in the country, according to the Baker Hughes Weekly Rig Count report, a recognized industry source. In less than two years, the downturn in global activity has led to a 53% decline in the capitalization of companies in our industry; the 53 publicly traded oilfield services companies that had a pre-downturn capitalization of $550 billion at June 2014 were valued at a collective market capitalization of less than $260 billion as of April 1, 2016.

This industry information is further detailed below:

We strive to structure our executive compensation program to align pay with performance. In 2014, the Company embarked on a transformational path to focus on core businesses, lower cost structure and improve free cash flow generation. We achieved substantially all of our 2014 key objectives, paving the way for greater long-term shareholder value.

In early 2015, the Compensation Committee set forth key 2015 performance metrics to ensure the Company continued to build upon its transformational progress. During 2015, Weatherford swiftly adapted to a rapidly changing industrial landscape, one which resulted in the harshest and most prolonged downturn that our industry has ever faced. Despite this significant headwind, Weatherford continues to successfully navigate the down cycle with an unyielding focus on capital discipline, cash generation and improved market position.

Most recently, in response to the extended industry challenges, the Board, CEO and Company leadership initiated the following measures to address the current market environment and demonstrate its leadership.

Moving forward in 2016, we will continue to focus on our fundamentals and to build on our operating progress with more efficiency and strict cash discipline. Near term, we are addressing our market and client needs, deemphasizing or exiting markets of low client activity, while high-grading our product line strength, infrastructure and technological leadership. Long-term, our focus remains steadfast on delivering sustainable shareholder value.

Weatherford’s compensation program is designed to reward executives for the achievement of strategic and operational goals as well as increased shareholder value. Our executive officers receive their maximum reward opportunity only if Weatherford performs exceptionally well, and our shareholders benefit from that performance. The primary elements of total compensation are base salary, annual non-equity (cash) incentives and long-term equity awards, consisting of both performance units and restricted share units. We also provide our NEOs certain retirement and benefit plans, as well as limited perquisites, which are described in detail under “Elements of our Executive Compensation Program” beginning on page 30. The following tables summarize the primary elements of our NEOs’ compensation package.

No increases to base salaries were made for our CEO or CFO from 2013 to 2016 and no NEO received a salary increase in 2016. Additionally, while it is unusual for our Compensation Committee to make mid-year adjustments to base salaries, in light of the extreme client pricing pressures, lower activity and continuing energy industry decline, in March of 2016, all of our NEOs' base salaries were reduced by 10%, effective April 1, 2016. Such reduction was undertaken to strategically manage the Company’s costs. Base salaries will be reevaluated by the Compensation Committee as the year progresses to determine if further changes are warranted.

We structure our executive compensation program to align pay with performance. For example, our average of the closing stock prices as of each trading day in December 2015 was $9.12. As this price did not exceed the performance goals under the terms of 2014 and 2015 performance awards for our executive officers, no shares were issued in settlement of the 1/3 tranche of performance units awarded in 2014 that was eligible to vest based on 2015 performance nor the 1/3 tranche of performance units awarded in 2015 that was eligible to vest based on 2015 performance. As the Company has continued to be affected by the industry downturn, our current NEOs have not realized any value from performance units in the past five years, illustrating the Compensation Committees rigorous focus on requiring improved performance, as illustrated below. Additionally, in light of the current economic environment, the total value of the 2016 equity awards granted by the Compensation Committee to our CEO in January of 2016 decreased by approximately 18% compared to the award made in January 2015.

Annual Cash Incentives. For 2015, the Committee evaluated the Company’s ongoing performance and adopted metrics that were designed to reflect the Company’s goals and focus on the key strategies and objectives summarized below. These metrics were used in our NEOs non-equity (cash) incentive awards as further described beginning on page 31. Weatherford delivered as indicated below, with total payout below target for all NEOs other than Mrs. Ibrahim.

Cost Savings. In recent years, we have lowered our operating cost structure and the manner in which we run our Company resulting in savings that are both permanent and structural. In 2015, we continued to flatten our organizational structure, lower our support ratio and reduce our headcount, in addition to closing or consolidating facilities. The combination of these actions resulted in annualized cost savings of $1.4 billion in 2015 thereby achieving superior payout. 

Free Cash Flow. While our free cash flow generation was below threshold, 2015 represented the first full year of free cash flow generation since 2010. This was achieved in the face of the most challenging year in our industry’s history.

Comparative Peer Performance. The Company improved revenue and operating income, comparatively versus a Significant Peer, but did not exceed the performance of our other two Significant Peers.

Legal Metrics (Mrs. Ibrahim). Mrs. Ibrahim achieved target or above on her functional objectives, as further described on page 34.

Best Historical Safety Record. Our vision is to be a company that is incident free, delivers on our promises, and leaves the environments in which we operate better than we found them. We have the upmost concern for the wellbeing of our employees; they are the cornerstone of our business. We develop work processes, invest in employee training, and provide proper equipment to ensure they return home safely at the end of each day. We are proud to say that 2015 was our safest year yet. As safety is such an integral part of our culture, we included this initiative as part of our Non-Equity Cash Incentive objectives, with an equal split for lost-time injury rate (“LTIR”) and preventable vehicle injury rate (“PVIR”) as described in this Proxy Statement. The charts below highlight our recent performance.

To further illustrate our pay for performance, below is our CEO’s total compensation, for the periods indicated, as set forth in the 2015 Summary Compensation Table of this Proxy Statement and prior proxy statements, compared to the total amount of compensation realized by our CEO during such periods.

The Realized Compensation set forth below includes long term incentive awards (restricted share units and performance units), only to the extent they were “realized”, i.e., to the extent they vested (or restrictions lapsed) during the years described. The value of vested stock is included based on closing price on the date of vest which, for our restricted share units, differs from value at the date of grant, and, for our performance units, is zero, as our performance units did not vest based on not reaching performance targets included in such performance units. Performance units awarded to our CEO since 2010 have not paid out, and current performance units cycles are tracking at $0, meaning that over the past five years our CEO has not realized the total compensation reported in the 2015 Summary Compensation Table.

As shown below, for the period 2013 to 2015 the CEO’s total realized compensation was 47% lower than the amount presented in the Summary Compensation Table. For 2015, the CEO’s total realized compensation was 36% lower than the amount presented in the Summary Compensation Table.

Reported Compensation is as set forth in the Summary Compensation Table in this Proxy Statement.

Realized Compensation includes long-term incentive awards (e.g., RSUs and PUs), only to the extent they were “realized”, i.e. to the extent they vested (or restrictions lapsed) during the years described. Value of vested stock is then based on the closing price on the date of vest which, for our long-term incentive awards, differs from the value at the date of grant. The 2013-2015 performance awards did not vest and the NEOs realized zero value for these awards. Additionally, current awards cycles are tracking below threshold.

Peer Comparison. Our executive compensation program is structured to align pay with performance.  The chart below illustrates our CEO's total compensation for the years 2013-2015 and our total shareholder return for the three-year period ended December 31, 2015, measured relative to our 2015 peers, excluding Cameron International Corporation, which merged with Schlumberger Limited in April 2016.

3-Year Total Compensation is the sum of base salary, annual incentives, bonuses, long-term incentive awards and all other compensation paid (perquisites and change in pension included) for the years 2013-2015 for our Chief Executive Officer and for the chief executive officer of each of our peers as reported in their respective publicly available proxy statements. Compensation information for Nabors Industries Ltd. (NBR) is for the years 2012-2014, which is the latest publicly available information.

3-Year Total Shareholder Return is the percentage increase (or decrease) in stock price for the three years ended December 31, 2015, adjusted for cash dividends paid.

At our 2015 annual general meeting, as a result of ongoing and mutually beneficial dialogues with our shareholders to align pay with performance, our shareholders expressed a high level of support for our compensation policies and pay practices. At that meeting, over 88% of our outstanding shares were voted and all of our agenda items were approved. Within those approvals, over 91% of shares voted in respect of our 2015 “say-on-pay” agenda item voted in favor of such item. We are grateful for the overwhelming support of our shareholders. We continue to engage in regular and ongoing dialogue with our investors regarding our performance and compensation decisions. Members of our executive management team, including our Chief Financial Officer, our General Counsel and Corporate Secretary, and our Vice President of Investor Relations, Corporate Marketing and Communications, regularly meet (telephonically or in person) with shareholders and the results of our discussions are reported to the Board as well as to the applicable Committees, including our Compensation Committee.

In November of 2014, two of our largest peers, Halliburton and Baker Hughes, announced their plans to merge. In August of 2015, Schlumberger, our largest peer, announced it was acquiring Cameron International Corp, another peer. In connection with these announcements, the expected consolidation of our peer group, and our annual peer evaluation process, in the fourth quarter of 2015, our Compensation Committee established a new peer group for market comparisons and benchmarking. The new group, consisting of 15 companies following both mergers, replaces our prior group which had been used since 2011 and was last used for establishing the 2015 target compensation during the annual decision making process. The revised peer group contains peers that are similar to our Company under several metrics as well as peers with whom we compete for talent. See page 41 for additional information.

The Compensation Committee follows a pay for performance philosophy in our executive compensation structure. The Committee’s objective is to provide compensation to our executive officers at a level and in a manner that is intended to maximize shareholder value and be market competitive. Additionally, the short-term and long-term interests of our executive officers should be aligned with those of our shareholders. Our programs are designed to:

For 2015, the Committee approved base salary, annual performance compensation and long-term incentive compensation for each NEO that was intended to be competitive with our peer group. However, in setting the compensation of our NEOs, the Committee also took into consideration historical and individual circumstances. These include tenure and experience, individual performance, anticipated future contributions, retention factors, including apparent career alternatives for each individual and the availability of comparable data for certain positions.

The Committee believes a majority of executive compensation should be “at risk” — that is, the ultimate, realized value of the compensation is tied to the Company’s financial and equity performance. During periods when our financial performance meets or exceeds established objectives, we believe that NEOs should be rewarded under the incentive compensation programs for their efforts in achieving our goals. Likewise, when our performance does not meet the established goals, incentive compensation may be reduced or eliminated.

Our compensation program is designed to reward our NEOs for the achievement of strategic and operational goals as well as increased shareholder value, while avoiding unnecessary or excessive risk-taking. Below is a detailed discussion and analysis of each component of our executive compensation for our NEOs for 2015. All information should be read in conjunction with our 2015 Summary Compensation Table on page 44.

Percentages are based on compensation information for our current NEOs as set forth in the 2015 Summary Compensation Table on page 44, excluding any sign-on bonus. Performance Units and Restricted Share Units are measured using the grant date fair value as set forth in the Grants of Plan-Based Awards table on page 46.

Base salary provides a fixed level of compensation to the executive, representative of his or her skills, responsibilities and experience. Base salaries for our executive officers are reviewed annually. Proposed increases to base salaries are reviewed by the Compensation Committee following recommendations from Dr. Duroc-Danner (excluding his own base salary). The Committee does not rely on predetermined formulas or criteria when evaluating executive base salaries, but considers comparable market data provided by Longnecker & Associates (“Longnecker”). The Committee also considers individual contributions, retention and succession planning concerns in setting base salaries.

The table below shows the annual base salaries of the current NEOs effective after adjustments for the applicable year. Where adjustments were made during the year or where an executive officer joined mid-year, these amounts differ than the actual amount paid for the entire year. See the Summary Compensation Table on page 44 for the actual amounts paid. As noted above, base salaries for 2016 were set in the first quarter of 2016; however, all of our NEOs' base salaries were reduced by 10%, to the amount shown below, effective April 1, 2016.

Dr. Duroc-Danner’s base salary has not increased in six years. While his salary is higher than the median salary of CEOs of our peers, the Committee believes his salary is appropriate in light of his unique experience, execution of his 20-plus year vision to create (from scratch and through acquisition) a leading oilfield services Company and his resulting in-depth understanding of our industry—having led the Company for 29 years—and considering alternative career opportunities that could be available to him. None of the CEOs of our peers have this level of experience, tenure, or loyalty.

Mr. Shivram’s salary was determined when he joined the Company in November of 2013 based on market factors, his cross-functional experience, his extraordinarily relevant background and its importance to Weatherford during the Company’s critical drive to core, cost and cash, and value he was giving up at his previous employer. His salary was not increased in 2014 or 2015 and has been decreased in 2016.

Mrs. Ibrahim’s salary was determined when she joined the Company in May of 2015 based on market factors, her significant leadership, legal, and industry experience, the importance of the general counsel role to Weatherford, the departure of the prior general counsel, and the value Mrs. Ibrahim was giving up by leaving her previous employer. Her salary has been decreased in 2016.

Messrs. Branch and Marklinger each became an NEO in 2015. Each of their salaries was set based on market factors, new and increased responsibilities given to each of them in 2015, and the total personal contributions they have made to the Company. Their respective salaries were decreased in 2016.

While it is unusual for our Compensation Committee to make mid-year adjustments to base salaries, in light of the extreme client pricing pressures, lower activity and continuing energy industry decline, in March of 2016, all of our NEOs' base salaries were reduced by 10%, effective April 1, 2016. Such reduction was undertaken to strategically manage the Company’s costs. Base salaries will be reevaluated by the Compensation Committee as the year progresses to determine if further changes are warranted.

While our Company does not have policy of paying sign-on bonuses, the Company will consider one-time sign-on bonuses to induce certain employees (including executives) to join the Company. Mrs. Ibrahim was given a one-time sign-on cash payment when she joined the Company in 2015, to replace the value of bonuses and unvested equity being forfeited at her previous employer.

Our annual cash incentive compensation is generally structured to deliver payouts in line with market multiples when performance targets are achieved or exceeded. The Committee annually establishes the terms of any awards under our Executive Non-Equity Incentive Compensation Plan (the “ICP”), including the financial metrics and goals for each award, during the first quarter. While the ICP awards for NEOs are determined primarily based on predetermined formulaic financial metrics aligned with the Company’s strategic and financial goals, an executive’s individual performance or specific function and functional objectives may also be taken into account when the Committee establishes the performance metrics.

For each metric under the ICP, the Committee establishes objective goals at three levels: threshold, target and superior, as further described below, and expressed as a percentage of base salary in effect at the end of the plan year, with a percentage determined for achievement of threshold, target or superior level. If our results fall between the threshold and target goal levels or between the target and superior goal levels (other than for CPM awards (described on page 33)), the award payment will be determined by linear interpolation to derive the percentage of salary that will be paid in respect of such award.

2015 Objectives and Metrics

To set the objectives for 2015, the Committee evaluated the Company’s ongoing performance, market conditions and officer performance and adopted metrics to ensure all of the Company’s key focus areas were included in the objectives for its executive officer group. The 2015 performance goals were designed to incentivize executive officers as follows:

The targets are also tied to internal budgets and expectations and require incremental improvement and continued savings. Given that the Company had achieved “superior” results with respect to net debt reduction in the prior year, the Committee did not consider it appropriate to include this metric again in 2015. Additionally, with an increased focus on market share gains, the Committee found it more appropriate to include the new CPM metric (described below), with greater weight to evidence the Company’s primary performance focus, rather than to continue to include an earnings per share metric. The Committee believes the targets set are rigorous, appropriate for our market, the shifting industry landscape, and are at or above market expectations.

The objectives are summarized as follows:

To calculate the cash incentive amount, the following formulas were used, including the performance achieved as set forth below:

Long-term equity incentives are designed to motivate management to enable the Company to achieve long-term performance improvements and serve to link a significant portion of compensation to shareholder returns. In March 2010, the Committee approved the 2010 Omnibus Incentive Plan (which was approved by our shareholders at our annual general meeting on June 23, 2010 and amended in 2012, 2014 and 2015), under which the Company may issue awards of long-term equity compensation from time to time consistent with the objectives and philosophy of our compensation programs. We generally grant long-term equity awards annually in the first quarter to incentivize future performance.

Long-term incentive awards provide our NEOs with a benefit that increases only when the value of our shares increases, which aligns their interests with increasing shareholder value. Long-term incentives are equity-based and include restricted share units (“RSUs”) and performance units (“PUs”). In determining the form or forms of award grants, the Committee considers, among other factors, the seniority of the officer and the ability of the officer to impact our success, as well as the appropriateness of a particular security to the individual executive.

With regard to vesting of RSUs and PUs for each current NEO other than Mrs. Ibrahim, if the holder’s employment with the Company is terminated prior to the last vesting date due to the holder’s death or “disability,” by the holder for “good reason” or by the Company without “cause”, the units will automatically vest. If the holder’s employment is terminated for any other reason, any units with respect to which the forfeiture restrictions have not lapsed will be forfeited to the Company. With regard to vesting of RSUs and PUs upon a change of control, any forfeiture restrictions that have not previously lapsed will lapse upon the occurrence of such event. See additional descriptions and definitions in “Other Generally Available Benefits and Other Compensation” on page 39.

In determining the total value of long-term incentive awards to be granted to each NEO, the Committee determines the award value as a nominal dollar amount in accordance with market data and considers, without giving particular weight to any specific factor, the position of the executive officer (both in terms of function and responsibilities), tenure, anticipated future contributions and the long-term incentive compensation of similarly situated executives in our peer group. In determining the number of restricted or performance units to award, the Committee looks to the closing share price as of the date of grant.

In 2014, the Company embarked on a transformational path to focus on core businesses, lower cost structure and improve free cash flow generation. We achieved substantially all of our 2014 key objectives, paving the way for greater shareholder value. Following this performance, in January 2015, the Committee awarded long-term equity incentives at the values below to our current NEOs, based on market comparisons, peer information and the desire to retain and motivate qualified executives, especially during an industry downturn. The Committee believes this mix of awards set forth below aligns the executive’s mix of long-term incentives with awards in our peer group and ties an additional portion of NEO performance to an increase in the Company’s share price, the metric used to determine whether PUs vest.

More recently, given extended industry challenges, the Committee's grants to our CEO in 2016 were reduced from 2015 total amounts. Grants to the CEO in January of 2016 totaled $8,000,000, as the Committee determined that this reduction, as compared to 2015, was appropriate for 2016 to further address the current market environment.

Vesting. The RSUs vest over three years, with 1/3 of the awarded RSUs vesting each year. The PUs will vest over three years, with 1/3 of the awarded number of units vesting (or if the baseline performance goal is not met, being forfeited) each year.

With respect to the PUs, the Committee believes that providing for vesting based on three one-year performance periods versus a three-year performance period, best incentives executives over the long term, as only 1/3 of each grant vests in any given year. Additionally, each year’s vesting of PUs is calculated independently so that under-performance in any one year is not offset by over-performance in any other year.

The PUs will be settled in ordinary shares issued under our 2010 Omnibus Incentive Plan, with the actual number of shares to be issued based on a multiple of each executive’s targeted number of PUs. At each vesting date, the number of shares to be issued will be based on the average of the closing stock prices as of each trading day in December of each calendar year 2015, 2016 and 2017. The following table shows how the level of vesting will be calculated. The baseline share price or “BSP” is $11.78, which was the average of the closing stock prices as of each trading day in December 2014.

For the 2015 grants, if the Company’s closing stock price during each trading day of December of each calendar year 2015, 2016 and 2017 does not average above $11.78, which is the average of the closing share prices as of each trading day in December of 2014, then the PUs provide no value to the NEOs, a situation which occurred in 2014 and 2015, resulting in a zero conversion percentage for the portion of the PUs that could have become vested for performance in those years.

When setting the applicable stock prices used in the performance goals set forth above, the Committee considered the Company’s one year price targets (as published by various third-party analysts), the cyclical nature of the oil and gas industry and current depressed stock prices in the industry, the volatility of the Company’s stock price, and the expected timeline for improvement of the Company’s financial and operational performance.

The Committee continues to believe that linking the results of these long-term incentive awards to the Company’s stock price is appropriate as this approach aligns the financial interests of the NEOs with those of the Company’s shareholders.

Due to our suspension of the Executive Deferred Compensation Stock Ownership Plan (“EDC”) in 2008 (see “Retirement Plans—Suspended Deferred Compensation Plan” below), and in order to continue to encourage equity ownership as well as to compensate participants for the loss of this benefit, we grant participants in this plan, including Dr. Duroc-Danner, our current CEO, and 13 other executive and non-executive senior management and key employees, quarterly grants of shares in an amount to approximate the benefits participants would have received had we not suspended the plan. The table entitled “Grants of Plan-Based Awards in 2015” on page 46 reflects these grants to Dr. Duroc-Danner, and these grants are included in the Summary Compensation Table on page 44. We intend to discontinue further grants effective as of January 1, 2017.

We provide our NEOs with limited perquisites and other personal benefits that we believe are reasonable and consistent with the practices of our peer group. Perquisites made available to our NEOs include an annual car allowance or the use of a company car and the payment of club dues. The amounts of these perquisites are shown in the Summary Compensation Table on page 44 and the related footnotes.

For our NEOs who are assigned to an international location outside of their home country or country of primary residence, we also provide reasonable and customary expatriate benefits, including relocation expenses, housing allowance and educational expenses for dependent children. The types and values of perquisites for each NEO are shown in the 2015 Summary Compensation Table and notes to that table beginning on page 44. Dr. Duroc-Danner has declined to accept a housing allowance or educational expenses in connection with his assignment to Switzerland.

We also provide NEOs who are on international assignment a benefit designed to absorb part of the additional tax burden resulting from their assignment. We believe these benefits are standard in our industry and generally apply to non-management expatriate employees as well. We believe the level of tax benefit provided is reasonable and not excessive. Further, we believe the cost to the Company of providing this benefit is reasonable in light of the benefits we receive in having our officers assigned outside their home country.

The level of tax benefit we provide to NEOs assigned to our Geneva office is significantly less than the benefit we provide to non-executive employees on international assignment in other jurisdictions. We use a “hypothetical tax” model, in which we deduct a fixed amount from the executive’s cash and equity income (before any international assignment benefit with respect to Messrs. Branch and Marklinger) and then pay taxes on behalf of the executive in his home country and country of assignment. Many companies use a “tax equalization” method, in which the expatriate’s taxes are calculated based on what they would be in his or her home country if he or she were not on an international assignment, and the Company reimburses the expatriate for all taxes above that amount.

For our officers assigned to Switzerland, we generally deduct a 35% hypothetical tax. The effective result is that these officers pay a 35% flat tax on every dollar of income with no deductions and no exemptions. In connection with their assignment to Switzerland, Dr. Duroc-Danner, Messrs. Marklinger and Branch each receive expatriate benefits.

The Committee considers the tax impact of our executive compensation programs. Section 162(m) of the Code, together with the regulations and official guidance promulgated thereunder, imposes a $1 million limitation on the deductibility of certain compensation paid to certain officers. As a multi-national Irish company (with Swiss tax residency), the significant majority of our executive compensation is not a U.S. tax expense, so the deduction limitation under Section 162(m) of the Code may have a reduced impact on the Company. The Committee may take into account the potential application of Section 162(m) of the Code on incentive compensation awards and other compensation decisions, and it may approve compensation that will not meet these requirements in order to ensure competitive levels of compensation for our executive officers.

Historically, we maintained supplemental executive retirement plans. No new participants have been admitted to the plans since 2006. The original plan was frozen in 2008, and the successor plan was frozen in 2010. Since this time, no additional benefits have accrued to the participants, other than de minimis interest accruals on cash balances which ceased after the conversion described in the following paragraph.

The only remaining participant in the plan is Dr. Duroc-Danner. In 2010, Dr. Duroc-Danner elected to convert his fully vested cash balance in the plan into approximately 4.4 million notional share units. He will receive these units upon leaving the Company or no later than January 1, 2017 and the value of these units will increase or decrease in direct correlation to the change in our share price. This provides a strong linkage to our share price performance.

We historically maintained the EDC for our executive officers and certain senior managers and key employees. We suspended the EDC in 2008 such that no new participants may join the plan, participants may not make compensation deferrals to the plan, and we do not make credits under the plan on behalf of participants. During 2012, the Committee elected to terminate this plan and make a partial distribution pursuant to it, resulting in the taxable distribution to participants of fully vested balances as of December 31, 2004. The Committee took this action to minimize the ongoing administrative burden of this suspended plan and in anticipation of higher 2013 personal income tax rates for most participants. All participants in the plan are fully vested in their plan balances. In conjunction with our 2014 redomestication, the trustee for the trust sold the shares held in trust. The proceeds of the sale, sufficient to cover all participant account balances remain in a trust. We plan to make future distributions in cash, as is permitted pursuant to an amendment to the EDC made in order to comply with Irish law. The Company does not expect to incur any further liability on distribution of participant account balances. All amounts under the EDC will be distributed upon the respective participants’ leaving the Company or no later than January 1, 2017.

The values of the benefits in the EDC and the change in the value of those benefits is set forth under the heading “Nonqualified Deferred Compensation” on page 48.

Our NEOs are eligible for additional Company-wide benefits on the same basis as other full-time employees. These include a 401(k) plan or other pension plan depending on their jurisdiction (e.g., Switzerland), accrued vacation pay, as well as health, medical and welfare programs. We also pay life insurance premiums on their behalf. Additionally, our NEOs are entitled to severance benefits under one of two types of agreements: an Executive Employment Agreement, which the Company stopped entering into as of March 15, 2015, or a Change of Control Agreement. These agreements are described below.

Our current NEOs (other than Mrs. Ibrahim) have each entered into a form of employment agreement that contain substantially the same material terms (the “Executive Employment Agreement”). Under the terms of each Executive Employment Agreement, if the Company terminates an executive’s employment for any reason other than cause, if the executive terminates his employment for good reason or if the employment is terminated as a result of the executive’s death or disability, the executive will be entitled to receive:

Pursuant to each Executive Employment Agreement, each executive is subject to customary non-competition and non-solicitation covenants that last during the period of his employment and for one year thereafter.

We agree to pay legal fees and expenses reasonably incurred by the executive in any disputes regarding the Executive Employment Agreement, so long as the executive undertakes to reimburse the Company for those fees and expenses if the executive acts in bad faith in connection with the dispute. Benefits potentially payable to our NEOs under the Executive Employment Agreement are described in greater detail under “Potential Payments upon Termination or Change of Control” beginning on page 50.

In March 2015, the Board of Directors, on the recommendation of the Compensation Committee, determined that the Company will not enter into employment agreements with future executive officers. As such, no employment agreement was entered into with Mrs. Ibrahim when she joined the Company in May of 2015.

Mrs. Ibrahim is the only NEO with a Change of Control Agreement. The benefits provided to Mrs. Ibrahim in the event of a change of control of the Company are designed to allow her to assess takeover bids objectively and focus solely on the best interests of shareholders. In general, a change of control will occur if (i) another person becomes owner of 30% or more of the combined voting power of our stock, (ii) there is a change in a majority of the members of the then-incumbent Board, or (iii) our shareholders approve a merger with another entity in which our shareholders fail to own more than 50% of the combine voting power of the surviving entity.

The Change of Control Agreement has a term of two years, subject to automatic renewal for successive two-year periods if a change of control has not occurred, unless the Company provides notice of its intent not to renew the Change of Control Agreement. Under the terms of the Change of Control Agreement, if, during the term of the Change of Control Agreement, Mrs. Ibrahim’s employment is terminated by the Company or its successor within 6 months preceding or at any time following a change of control of the Company, other than for “cause,” or by Mrs. Ibrahim for “good reason,” as those terms are defined in the agreement, she is entitled to receive:

Pursuant to the Change of Control, Mrs. Ibrahim is subject to a customary non-solicitation covenant that lasts during the period of her employment and for one year thereafter.

Upon change of control, Mrs. Ibrahim’s equity awards will vest and any applicable forfeiture restrictions will lapse. We agree to pay legal fees and expenses reasonably incurred by Mrs. Ibrahim in any disputes regarding the change of control, provided that she agrees to reimburse for those fees and expenses if she acts in bad faith in connection with any dispute. Benefits potentially payable to Mrs. Ibrahim under the Change of Control Agreement are described in greater detail under “Potential Payments upon Termination or Change of Control” beginning on page 50.

In the past, the Committee determined that offering severance benefits (which may be payable in the event of a qualifying termination of employment prior to or following a change of control) is beneficial in recruiting and retaining executives and also encourages the retention of our officers during the pendency of a potential change of control transaction or other organizational changes within the Company. Our severance benefits and protections are and were intended to provide for payment to the NEOs in the event their employment with the Company is involuntarily terminated without cause (including in case of death or disability) or they resign for good reason and to encourage the NEOs to continue employment in the event of a potential “change of control.” The Committee believes that these benefits enhanced shareholder value and aligned our officers’ interests with those of our shareholders.

In March 2015, the Board of Directors, on the recommendation of the Compensation Committee, determined that the Company will not enter into employment agreements with future executive officers; as such, Mrs. Ibrahim did not enter into an Employment Agreement when she joined the Company in 2015. As described above, Mrs. Ibrahim is a party to a Change of Control Agreement.

The potential payments that each of our NEOs would have received if a termination of employment had occurred on December 31, 2015 are set forth under the section entitled “Potential Payments Upon Termination or Change of Control” beginning on page 50.

In connection with the separation of Mr. Dharmesh Mehta, our former Executive Vice President, Corporate Strategy, who left the Company effective August 15, 2015, the Company paid Mr. Mehta accrued vacation of $54,913, a pro-rated 2015 bonus calculated at $400,282, and an additional amount of $4,500,000 (representing three times the sum of base salary plus annual bonus calculated at a target level), plus interest on certain deferred amounts estimated at $65,217. Mr. Mehta also received cash in the amount of $33,333 in connection with the distribution of his EDC balance. Further, in settlement of long-term equity-based incentive awards, Mr. Mehta received a gross distribution of 102,984 shares of the Company’s stock with respect to RSUs and PUs. At the election of Mr. Mehta, shares were withheld to satisfy the minimum tax withholding requirements. The Company agreed to provide Mr. Mehta, upon request, with outplacement services, at a cost of up to $35,000. All payments and benefits were paid pursuant to the terms of the historical employment agreement and equity award agreements of Mr. Mehta. As part of the Company’s streamlining and adopting a flatter corporate structure, his position was not filled following his departure.

Our Weatherford International Executive Compensation Clawback Policy sets out the terms under which we may seek to recover performance-based compensation from our officers. The purpose of the policy is to enable the Company to recoup performance-based compensation that is paid but it is subsequently determined not to have been earned had such compensation been calculated on the basis of restated financial results, including if the Committee determines that an officer has engaged in fraud, willful misconduct or gross negligence that has caused or contributed to the need for a material restatement of our financial statements. The Company may recoup all annual and long-term incentives with features based on the Company’s financial performance, whether paid in cash or equity.

Our executive compensation program is administered by the Compensation Committee of the Board of Directors. The Committee currently consists of four directors, John D. Gass, William E. Macaulay (Chair), Robert K. Moses, Jr. and Guillermo Ortiz. At all times in 2015, all of the persons serving on the Committee were independent, as defined by the standards of the NYSE, and satisfied the qualification standards of section 162(m) of the Code and Section 16 of the Exchange Act. The members of the Committee draw upon a combination of their respective business experience, other board service, advice from our independent compensation consultant, and director continuing education through third party service providers in order to keep themselves abreast of current trends and best practices in the area of executive compensation.

The Committee is responsible for, among other functions, reviewing and approving the total compensation for our NEOs consistent with the philosophy and objectives described above.

As set forth in its charter, which can be found on our website, the Committee has the authority to retain and terminate compensation consultants to provide advice to the Committee. The Committee retained Longnecker & Associates (“Longnecker”) in 2015 to provide information, analyses and advice regarding executive compensation. The NYSE has adopted guidelines for compensation committees to consider when identifying Committee advisor independence. The Committee reviewed these guidelines and determined that Longnecker is an independent consultant, and Longnecker performs no services for the Company other than those related to executive and non-employee director compensation.

Our management communicates with Longnecker and provides data to Longnecker regarding our executive officers, but does not direct Longnecker’s activities. Longnecker has not performed or provided compensation services in the past to our management.

When considering our compensation practices and levels, the Committee has historically reviewed the compensation practices and levels of a peer group of publicly-traded energy service and exploration and production companies to determine market levels. There are a limited number of companies and potential

peers available for us to use in determining an appropriate peer group. Additionally, in November of 2014, two of the largest of our peers, Halliburton and Baker Hughes, announced their plans to merge, and in August of 2015, Schlumberger, our largest peer, announced it was acquiring Cameron International Corp, another peer (and such acquisition has been subsequently completed).

In connection with the Committee’s periodic review of the composition of our peer group to ensure that the companies in the group are relevant for comparative purposes, the Committee considered these mergers, as well as a variety of other factors. In 2015, the Committee, with the assistance of Longnecker, performed an in-depth analysis of our historical peer group, companies in the broader competitive market and the publicly disclosed peers of our peers. Additionally, the Committee, with the assistance of Longnecker, reviewed companies in the energy services industry, as well as companies in the broader and international public market with a similar scope of operations. Weight was given to peer companies’ (and proposed peer companies’) revenues, assets, net income, market capitalization, enterprise value and total shareholder return for one, three and five year periods.

Based on these factors and related analysis, and to ensure that the Committee is considering an appropriate mix, the Committee determined that the following changes should be made to the Company’s peer group for 2016:

The Company’s 2015 revenues were in the 50th percentile of the 2015 peer group and 69th percentile of the 2016 peer group shown above.

The 2016 peer group was first used in January of 2016 to develop the market data and benchmarking materials provided to the Compensation Committee to assist with the 2016 compensation decision making process. While the Compensation Committee relies on the peer group analysis to provide market data and relevant trend information, it does not consider the peer group analysis as a substitute for its collective business judgment.

The Committee reviews our compensation plans and policies to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2015, the Committee, with the assistance of Longnecker, reviewed the Company’s compensation policies and practices for executive officers, and believes that our compensation programs are not reasonably likely to have a material adverse effect on the Company. We believe the following factors reduce the likelihood of excessive risk-taking:

The Compensation Committee’s current members are Dr. Ortiz and Messrs. Gass, Macaulay (Chair) and Moses, all of whom are independent, non-employee directors. None of the current Compensation Committee members has served as an officer or employee of the Company.

The Compensation Committee believes executive compensation should be based on performance, and Weatherford’s executive pay program implements that belief. Our program is designed to hold our executives accountable for results and to reward them for achieving their targets. The Compensation Discussion and Analysis included above describes the Committee’s decisions regarding our executives’ compensation for 2015 and how those decisions support and implement our philosophy.

We have reviewed the Compensation Discussion and Analysis and discussed it with management and recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

John D. Gass

William E. Macaulay (Chair)

Robert K. Moses Jr.

Guillermo Ortiz

This table shows the total compensation paid for the years ended December 31, 2015, 2014 and 2013 to our NEOs. Information is not provided for any year in which an individual was not a NEO. Compensation paid to our former employee and NEO, Dharmesh Mehta, was paid upon his departure in 2015 as required under his contractual agreements with Weatherford and as described on page 40.