Liberty Energy Inc. — Proxy Solicitation & Information Statement 2024

Mar 7, 2024

ANNUAL MEETING OF STOCKHOLDERS OF

LIBERTY ENERGY INC.

Tuesday, April 16, 2024

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/21952

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

20330303000000001000 6 041624

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR” PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

| 1. Election
of Directors: To elect three (3) Class II directors to the Board to serve until the 2027
annual meeting or until their successors are duly elected and qualified. — ☐ | | NOMINEES: | |
| --- | --- | --- | --- |
| | FOR
ALL NOMINEES | ● | Ken Babcock |
| | | ● | Audrey Robertson |
| ☐ | WITHHOLD AUTHORITY FOR
ALL NOMINEES | ● | Christopher
A. Wright |
| ☐ | FOR ALL EXCEPT (See
instructions below) | | |
| INSTRUCTIONS: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ● | | | |
| To
change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s)
on the account may not be submitted via this method. | | | ☐ |

| 2. | Approval,
on an advisory basis, of the compensation of the Company’s named executive officers. | FOR — ☐ | AGAINST — ☐ | ABSTAIN — ☐ |
| --- | --- | --- | --- | --- |
| | | FOR | AGAINST | ABSTAIN |
| 3. | Ratification
of the appointment of Deloitte & Touche LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2024. | ☐ | ☐ | ☐ |
| | | FOR | AGAINST | ABSTAIN |
| 4. | Approval
of an amendment and restatement of the Company’s long term incentive plan. | ☐ | ☐ | ☐ |
| TO
INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. IMPORTANT
NOTICE YOUR
VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE. BY DOING SO, YOU MAY SAVE LIBERTY ENERGY INC.
THE EXPENSE OF ADDITIONAL SOLICITATION. NOTE: In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment or postponement thereof. MARK
“X” HERE IF YOU PLAN TO ATTEND THE VIRTUAL MEETING ☐ | | | | |

Signature of Stockholder Date: Signature of Stockholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Field: Page; Sequence: 1

Field: /Page

1

LIBERTY ENERGY INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby appoint(s) Christopher A. Wright, Michael Stock and R. Sean Elliott, or any one of them, attorneys with full power of substitution and revocation to each, for and in the name of the undersigned with all the powers the undersigned would possess if personally present, to vote the shares of the undersigned in Liberty Energy Inc. as indicated on the proposals referred to on the reverse side hereof at the annual meeting of its stockholders to be held virtually via live webcast at https://web.lumiagm.com/245867901 (password: liberty2024) on Tuesday, April 16, 2024 at 9:00 a.m. Mountain Time and at any adjournments or postponements thereof, and in their or his discretion upon any other matter which may properly come before said meeting.

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 AND 4. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

This card also constitutes voting instructions to the trustees under the Liberty Energy Inc. savings plans to vote, in person or by proxy, the proportionate interest of the undersigned in the shares of Common Stock of Liberty Energy Inc. held by the trustees under the plans, as described in the proxy statement.

| (Continued
and to be signed on the reverse side) |
| --- |
| COMMENTS: |

1.1 14475

Field: Page; Sequence: 2

Field: /Page