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Tullow OilAnnouncement

22/04/2022 17:45

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RNS Number : 1157J  Tullow Oil PLC  22 April 2022

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Tullow Oil plc

2022 Notice of Annual General Meeting

25 MAY 2022 at 12 noon

The London offices of Tullow Oil plc, 9 Chiswick Park, 566 Chiswick
High Road, London W4 5XT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMPORTANT

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take,

or any aspect of the proposals referred to in this document, you should contact an appropriate independent adviser authorised
under the Financial Services and Markets Act 2000 immediately. If you have
sold or otherwise transferred all of your shares

in Tullow Oil plc you should forward this document (but not the accompanying personalised Form of Proxy) to the purchaser
or transferee, or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the
purchaser or transferee.

 

 

 

Letter from the Chair of the Board

 

Tullow Oil plc

Registered in England and Wales No. 3919249 Registered office: 9
Chiswick Park,

566 Chiswick High Road, London W4 5XT 22 April 2022

 

Dear shareholder

 

Annual General Meeting 2022

The Annual General Meeting (AGM) of the Company will be
held at the London offices of Tullow Oil plc at 9 Chiswick Park,
566 Chiswick High Road, London W4 5XT, on 25 May 2022 at 12 noon.
The Notice convening the AGM is set out on pages

8 to 9 of this document. A Form of Proxy for use in respect of
the AGM and a prepaid reply are enclosed. A location map is shown
on the reverse of the attendance card that detaches
from the Form of Proxy. I would like to take this opportunity to
give you some information about the Resolutions to be considered at the AGM.

 

Resolution 1: Reports and accounts

This Resolution deals with the receipt and adoption of the
accounts for the financial year ended 31 December 2021 and the
associated reports of the Directors and auditor.

 

Resolution 2: Directors' remuneration

In accordance with the Companies Act 2006 (the Act), the Company's
Directors' Remuneration Report is divided into three parts: (i) the Annual
Statement by the Chair of the
Remuneration Committee; (ii) the Directors' Remuneration
Policy Report; and (iii) the Annual Report on Remuneration.

-  The Annual Statement by the Chair of the Remuneration Committee,
which is set out on pages 71 to 72 of the
Annual Report and Accounts, provides a summary of the Directors'
Remuneration Policy Report and the Annual Report on Remuneration.

-  The Directors' Remuneration Policy Report which is set out on pages 85 to
87 of the Annual Report and Accounts sets
out the Company's future policy on Directors' remuneration. This Policy
Report was approved by shareholders at the Annual General Meeting of the
Company held in 2020. As no changes are proposed to be made to the Policy and

the approval obtained in 2020 is effective for three years,
shareholder approval is not being sought in respect of the Policy
Report this year.

-  The Annual Report on Remuneration is set out on pages 71 to 84 of
the Annual Report and Accounts and gives details of the payments and share
awards made to the Directors in connection with their and the Company's
performance during the year ended 31 December 2021. It also details how
the Company's policy on Directors'

remuneration will be operated in 2022 (although, for ease
of reference, those details have also been presented within the
Directors' Remuneration Policy Report).

 

 

Resolution 2 invites shareholders to approve the Annual Statement by the Chair
of the Remuneration Committee and the Annual Report on Remuneration for the
financial year
ended 31 December 2021. Resolution 2 is an advisory vote and will
not affect the way in which the Company's remuneration policy has been
implemented during the year under review.

 

Resolutions 3 to 10: Re-election or election of Directors
These Resolutions deal with the re-election or election of Directors.

In accordance with the provisions of the UK Corporate
Governance Code, each of the Directors will stand for

re-election, save for: Phuthuma Nhleko, who will stand for
election for the first time since his appointment by the Board in
October 2021 as a non-executive Director and Chair of

the Board.

Following an internal evaluation of the Board's performance
and effectiveness in late 2020, the Board is satisfied that each
Director being proposed for re-election or election has the skills, experience
and commitment necessary to contribute effectively to the Board. The Board
therefore unanimously recommends the re-election and election (as applicable)

of the Directors set out in Resolutions 3 to 10. Biographical details of each
of the Directors standing for re-election or election appear on pages 5 to 7
of this document, including
the reasons why the Board believes the Director's contribution
is, and continues to be, important to the Company's long-term
sustainable success.

In October 2022, Jeremy Wilson will have completed nine years on the Board. It
is his intention to seek re-election at
the AGM in early 2022 and in due course agree with the Board a
date that is mutually convenient for him to retire before October 2022.

 

Resolutions 11 and 12: Appointment of auditor

These Resolutions deal with the re-appointment of Ernst &
Young LLP as auditor of the Company and the authorisation of the
Audit Committee to determine its remuneration.

 

Resolution 13: Directors' authority to allot shares

This Resolution is proposed as an ordinary resolution to give
authority to the Directors to allot shares. This Resolution will, if
approved, renew the Directors' authority to allot shares
until the conclusion of the AGM to be held in 2023 or 30 June
2023, whichever is the earlier. This authority is restricted to the allotment
of shares having an aggregate nominal value

of £47,874,631 representing approximately one-third of the Company's issued
ordinary share capital on 18 April 2022, being the latest practicable date
prior to the publication of
this Notice. The Company does not currently hold any shares
in treasury.

The extent of the authority is in line with the Share Capital
Management Guidelines issued by the Investment Association.

There are no present plans to allot shares other than in respect of
employee share schemes.

 

 

 

Resolution 14: Disapplication of pre-emption rights

This Resolution is proposed as a special resolution to
disapply pre-emption rights. Section 561 of the Act gives all
shareholders the right to participate on a pro rata basis in all issues of
equity securities for cash, unless they agree
that this right should be set aside. Resolution 14 empowers the
Directors, until the conclusion of the AGM to be held in
2023 or 30 June 2023, whichever is the earlier, to allot equity
securities for cash, without first offering them on a pro rata basis
to existing shareholders, but only up to a maximum
nominal amount of £7,181,195, representing approximately 5 per cent of
the Company's issued ordinary share capital on 18 April 2022, being the latest
practicable date prior to the publication of this Notice.

The Directors also confirm their intention to follow the provisions
of the Pre-Emption Group's Statement of Principles regarding
cumulative usage of authorities within a three-year rolling period
where the Principles provide that usage in excess of 7.5 per cent
of the Company's issued ordinary share capital should not take
place without prior consultation with shareholders.

The Directors consider that it is appropriate for this authority and
these powers to be granted to preserve maximum flexibility for the future.

 

Resolution 15: Notice of general meetings

This Resolution is proposed as a special resolution and seeks
shareholder approval for holding general meetings on 14
clear days' notice. Under the Act, the notice period for the
holding of general meetings (other than an annual general
meeting) of a company is 21 clear days unless shareholders agree to a
shorter notice period and certain other conditions
are met. The Company currently has the power to call general
meetings (other than Annual General Meetings) on 14 clear
days' notice. The Board believes it is in the best interests

of shareholders to preserve the shorter notice period and,
accordingly, proposes that Resolution 15 be passed as a special resolution.

The Board confirms that it will only call general meetings
on shorter notice for non-routine business and where the

timing of the meeting is considered to be urgent and abridged
notice is considered to be in the interests of shareholders as
a whole. If this Resolution is passed, the authority to convene

general meetings on 14 clear days' notice will remain effective until
the conclusion of the AGM to be held in 2023.

 

Resolution 16: Share purchases

This Resolution is proposed as a special resolution and seeks
shareholder approval to allow the Company to make market
purchases (within the meaning of section 693(4) of the Act)

of the Company's ordinary shares on such terms and in such manner as the
Directors may determine from time to time, subject to the limitations set out
in this Resolution. If this Resolution is passed, the Company will be
authorised to purchase up to a maximum of 143,623,893 ordinary shares,
representing approximately 10 per cent of the Company's
issued ordinary share capital on 18 April 2022, being the latest
practicable date prior to the publication of this Notice.

 

This Resolution also sets out the minimum and maximum
price that the Company may pay for purchases of its ordinary
shares. If this Resolution is passed, the authority for the Company
to purchase its ordinary shares will remain effective until the conclusion of
the AGM to be held in 2023 or 30 June 2023, whichever is the earlier. Under
the authority sought by this Resolution, the Company may purchase its ordinary
shares following the date on which the authorisation expires if such purchases
are made pursuant to contracts entered into by

the Company on or prior to the date on which the authority
conferred by it expires.

The Directors will only exercise this buyback authority,
after careful consideration, when it is in the best interest of

shareholders generally, taking into account market conditions prevailing
at the time, other investment opportunities, appropriate gearing levels, the
expected effect on earnings per share and the overall financial position of
the Company.
The Directors do not have any current intention to exercise the
buyback authority if approved. Purchases would be financed
out of distributable profits and shares purchased would either be
cancelled (and the number of shares in issue reduced accordingly) or held as
treasury shares.

The Company operates certain all-employee share option schemes under which
awards may be satisfied by the allotment or transfer of ordinary shares to a
scheme participant. As at 18 April 2022, being the latest practicable date
prior to the publication of this Notice, options were
subsisting over 57,248,800 ordinary shares (the Option Shares)
representing approximately 4 per cent of the Company's issued share capital.
If the authority to purchase the Company's ordinary shares (as described in
this Resolution) were exercised in full, the Option Shares would represent
approximately 4 per cent of the Company's issued share capital as at 18 April
2022, being the latest practicable date prior to the publication of this
Notice (as reduced by that
purchase and excluding any of the Company's shares that may
then be held in treasury). As at 18 April 2022, being the latest
practicable date prior to the publication of this Notice, the Company did not
hold any shares in treasury and there were no warrants over the Company's
ordinary shares.

 

Listing Rule 9.9.6 and Directors' Interests

In accordance with the Financial Conduct Authority's Listing Rule
9.9.6, the Company confirms that the information in
relation to substantial shareholdings, as set out on page 88
of the Annual Report, is unchanged as at 18 April 2022. The
Directors' interests in the Company, set out on page 82 of the Annual Report,
have changed as announced on 10 and 16 March 2022.

 

Poll voting

Each of the Resolutions to be considered at the AGM will be voted
on by way of a poll. This ensures that shareholders who are not able to attend
the AGM, but who have appointed

proxies, have their votes fully taken into account. Any Directors who
have been appointed as proxies will cast those votes as directed by the person
who appointed them. The results of the polls will be announced to the London
Stock Exchange
and published on the Company's website as soon as possible
after the conclusion of the AGM, and no later than 6.00pm on 25 May
2022.

 

Letter from the Chair of the Board continued

 

 

 

Action to be taken

A Form of Proxy for use in respect of the AGM and a prepaid
reply envelope are enclosed. Please complete, sign and return
the enclosed Form of Proxy as soon as possible in accordance with
the instructions printed thereon whether or not you intend to be present at
the AGM. The Form of Proxy should

be returned so as to be received by the Company's Registrar,
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, as soon as possible and
by no later than 12 noon on 23 May 2022. You can also appoint
a proxy online at www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy)
(http://www.investorcentre.co.uk/eproxy) or through
CREST. Further details of how to do so are set out in the notes
to the Notice of AGM on pages 10 to 12 of this document.

 

Ghanaian shareholders

To allow our shareholders in Ghana to participate in the AGM,
we have put in place special procedures for them to cast their
votes and appoint a proxy. The procedures are explained in
advertisements we will shortly place in local newspapers in
Ghana. In summary, Forms of Proxy may be obtained from our
Registrar in Ghana. If any of our Ghanaian shareholders need further
assistance, they should contact Central Securities Depository (GH) Limited,
4th Floor, Cedi House, P.M.B CT,

465 Cantonments, Accra, Ghana (telephone +233 (0) 303 972

254/(0) 302 689 313) or email info (mailto:info@csd.com.gh) @
(mailto:info@csd.com.gh) csd.com.gh. (mailto:info@csd.com.gh)

 

Recommendation

Your Directors believe that the Resolutions to be proposed
at the AGM are in the best interests of the Company and its
shareholders as a whole and unanimously recommend that

you vote in favour of them, as they propose to do so in respect
of their own shareholdings.

Yours faithfully

 

Phuthuma Nhleko

Chair of the Board

 

Directors' biographies

 

 

 

 

The following biographies are of those Directors seeking
re-election or election (as applicable) at the AGM and set

out the key strengths and experience of each Director which are relevant to
the long-term sustainable success of the Company and therefore the reason why
the Board believes
each Director's contribution is, and continues to be, important to the
Company's long-term sustainable success:

 

Mike Daly

Non-executive Director

Age: 68; Nationality: British; Appointment: 2014; Tenure: 7 years;
Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream business, exploration and appraisal executive
leadership, business development,
executive and public company leadership, technology and
innovation, environment, health, safety and sustainability.

Experience relevant to Tullow Oil plc's long-term sustainable success: Mike
brings significant upstream experience to Tullow from a 40-year career in the
oil and gas business.

Mike spent 28 years at BP plc where he held a number of
senior executive and functional roles within the exploration and
production division across Europe, South America,

the Middle East and Asia, including eight years as head of
exploration and new business development. He also served on BP's
executive team as executive vice president exploration, accountable for the
leadership of BP's exploration business. Mike was a member of the World
Economic Forum's Global Agenda Council on the Arctic and has served on the
advisory board of the British Geological Survey. He is a visiting professor at
the Department of Earth Sciences, Oxford University. He holds a BSc in Geology
from the University
College of Wales and a PhD in Geology from Leeds University. Mike is
also a graduate of the Program for Management Development, Harvard Business
School, and in 2014 was awarded The Geological Society of London's Petroleum

Group Medal.

Current external roles: Non-executive director of Compagnie Générale de
Géophysique, a global provider of geoscience and geophysical services to the
oil and gas industry, where
he is chair of the health, safety, environment and sustainable
development committee and a member of the investment committee. President of
the Geological Society of London,

a registered UK charity.

 

Rahul Dhir

Chief Executive Officer

Age: 56; Nationality: British; Appointment: 2020; Tenure: 2 years;
Independent: No

Key strengths applicable to Tullow Oil plc's long-term sustainable success:
Upstream business, exploration, development and operations, executive
leadership, capital
markets, M&A, environment, health, safety and sustainability.

Experience applicable to Tullow Oil plc's long-term sustainable success: Rahul
brings substantial leadership experience in the oil and gas industry to
Tullow, having founded Delonex Energy, an Africa-focused oil and gas company
in 2013. Prior to establishing Delonex, Rahul spent six years at Cairn India
as chief executive officer and managing director. Under his leadership Cairn
India

successfully completed a $2 billion IPO and grew to a market

 

 

value of nearly $13 billion with operated production of over 200,000
barrels of oil equivalent per day. Rahul started

his career as a petroleum engineer, before moving into
investment banking where he led teams at Morgan Stanley and Merrill
Lynch, advising major oil & gas companies on merger and acquisition and
capital market related issues.

Current external roles: Member of the International Board of Advisors at the
University of Texas at Austin.

 

Martin Greenslade

Non-executive Director

Age: 56; Nationality: British; Appointment: 2019; Tenure: 3 years;
Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Corporate finance, accounting and audit,
risk management and executive and public company leadership.

Experience applicable to Tullow Oil plc's long-term
sustainable success: Martin, a chartered accountant, brings
extensive corporate financial experience to Tullow from a

34-year career in the property, engineering and financial
sectors in the UK and across Africa, Scandinavia and Europe. From
2005 to 2021 Martin was chief financial officer at

Land Securities Group plc, a listed UK real estate company. Previously, he
spent five years as group finance director of
Alvis plc, an international defence and engineering company. Martin
holds an MA in Computer and Natural Sciences from
Cambridge University and is also a graduate of the Stanford Executive
Program, Stanford University, California.

Current external roles: Martin is a board trustee of the UK
arm of International Justice Mission, a human rights charity focused
on protecting the poor from violence and ending human slavery.

 

Mitchell Ingram

Non-executive Director

Age: 59; Nationality: British; Appointment: 2020;
Tenure: <2 years; Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream business, corporate finance, accounting and
audit, business development, risk management,
executive leadership, investor and government relations.

Experience applicable to Tullow Oil plc's long-term sustainable success:
Mitchell brings a wealth of oil and
gas executive experience to Tullow, having established a

distinguished career spanning over 28 years of experience in the oil and
natural gas industry. Mitchell joined Anadarko in 2015 and became executive
vice-president of International, Deep Water and Exploration in 2018. Prior to
this, he served as development director and then asset general manager for
the Karachaganack field in Kazakhstan at BG Group, following his time
as managing director of QGC Australia. Mitchell began his career at Occidental
and spent 22 years in a number of technical and operational roles in the UK
North Sea, Qatar and Libya. Mitchell holds a BSc in Engineering Technology
from Robert Gordon University in Aberdeen.

Current external roles: None.

 

Directors' biographies continued

 

 

 

 

Sheila Khama

Non-executive Director

Age: 64; Nationality: Motswana; Appointment: 2019; Tenure: 3 years;
Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Extractives project and policy reform, executive
leadership, corporate governance, business
development, public-private partnership and sustainability.

Experience applicable to Tullow Oil plc's long-term
sustainable success: Sheila brings to Tullow a wealth
of executive experience in the banking and natural

resources sectors across Africa. Sheila served as the chief executive officer
of De Beers Botswana from 2005 to 2010, after which she served as a director
of the extractives advisory programme at the African Centre for Economic
Transformation. In 2013, Sheila took up a position as director
of the Natural Resources Centre at the African Development Bank,
Abidjan, Côte d'Ivoire. Sheila subsequently became

a policy adviser at the World Bank in Washington in 2016.
In both roles she advised host governments on sustainable development
policies for natural resources. During this time she also represented the
African Development Bank

as an observer on the international board of directors of the
Extractive Industries Transparency Initiative. Sheila holds a BA from
the University of Botswana and an MBA from the Edinburgh University Business
School.

Current external roles: Sheila is currently a member of the Advisory Board
of the Centre for Sustainable Development Investment, Columbia University, and
the audit committee
of the United Nations Office of Operations, a non-executive director
of the Development Partner Institute, as well as

a non-executive Director of The Metals Company, which is listed on the
NASDAQ Stock Exchange in New York.

 

 

Genevieve Sangudi

Non-executive Director

Age: 45; Nationality: Tanzanian; Appointment: 2019; Tenure: 3 years;
Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term sustainable success:
Corporate finance, accounting and
audit, business development, risk management, executive leadership and
investor relations.

Experience applicable to Tullow Oil plc's long-term sustainable success:
Genevieve brings considerable marketing, investment and fund management
experience to Tullow from a 22-year career in the financial sector in the US
and across Africa. Genevieve began her career in
business development as a marketing executive at Procter

& Gamble, Boston, before joining Emerging Capital Partners,
a pan-African private equity firm, as a partner and managing
director. At Emerging Capital Partners Genevieve served

on the boards of portfolio companies working closely with the executive teams
and set up the company's operations in
Nigeria. Since 2011, Genevieve has been managing director,
Sub-Saharan Africa, for the American private equity company Carlyle
Group, based in Johannesburg, South Africa, leading on a number of significant
transactions in Gabon, Tanzania, Nigeria and Uganda. Genevieve holds a BA from
Macalester College, St Paul, Minnesota, an MA in International Affairs from
Columbia University, New York, and an MBA from the Columbia Business School,
Columbia University.

Current external roles: Genevieve is currently managing
director, Sub-Saharan Africa, for the American private equity company
Carlyle Group.

 

 

 

Phuthuma Nhleko

Non-executive Chair of the Board

Age: 61; Nationality: South African; Appointment: October 2021;
Tenure: <1 year; Independent: Yes

Key strengths applicable to Tullow Oil plc's long-term sustainable success:
Executive leadership, public company
governance and leadership, emerging markets, engineering,
investor relations, corporate finance, business development,
risk management, technology and innovation.

Experience relevant to Tullow Oil plc's long-term sustainable
success: Phuthuma brings extensive emerging markets
experience to Tullow having worked successfully across Africa
over the past three decades. Phuthuma was chief executive

of MTN Group, the leading pan-African telecommunications
company, from 2002 to 2011. During his time with MTN, the
Group grew rapidly in Africa and the Middle East, gaining over 185
million subscribers to become one of the largest listed companies in Africa.
In 2013, Phuthuma returned to MTN

as a non-executive director and chairman until 2019. This
included a period as executive chairman from 2015 to 2017.
He remained part of the international advisory board for the business
until August 2021. After stepping down as chief executive of MTN in 2011,
Phuthuma was a non-executive
director at BP plc (2011-16) and Anglo-American plc (2011-
15). He also served previously on the boards of Nedbank and Old
Mutual in South Africa.

Current external roles: Phuthuma is chairman of Phembani
Group, an investment group which he founded in 1994, and
is chairman-designate of the Johannesburg Stock Exchange Ltd. Phuthuma
is also a non-executive director of South African downstream energy company,
Engen Petroleum,
and a non-executive director of IHS Towers, the NYSE-listed Emerging
Markets Telecom Infrastructure Provider.

 

Jeremy Wilson

Non-executive Senior Independent Director

Age: 57; Nationality; British; Appointment: 2013; Tenure: 8 years;
Independent: Yes

In October 2022, Jeremy Wilson will have completed nine years on the Board. It
is his intention to seek re-election at
the AGM in early 2022 and in due course agree with the Board a
date that is mutually convenient for him to retire before October 2022.

Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Corporate finance, accounting and audit, business
development, risk management, executive
leadership, public company governance and leadership and
investor relations.

Experience applicable to Tullow Oil plc's long-term
sustainable success: Jeremy brings extensive strategic

and corporate finance experience to Tullow developed over a
30-year business career. Most recently Jeremy spent 26 years at the
investment bank JP Morgan where he held a number
of senior executive roles including head of European mergers and
acquisitions, co-head of global natural resources and diversified industrials
and latterly vice chair of the bank's
energy group. Up until mid-2020 Jeremy was a non-executive
director of John Wood Group plc, an international engineering company
providing project and technical services to the energy industry, where he
served as a senior independent director on the audit and nominations
committees and chair of the remuneration committee. Jeremy holds an MSc in
Engineering from Cambridge University.

Current external roles: Jeremy is founder, owner and chair of the
Lakeland Climbing Centre.

 

Notice of Annual General Meeting 2022

 

 

 

 

Notice is hereby given that the Annual General Meeting of
Tullow Oil plc (the Company) will be held at the London offices
of Tullow Oil plc at 9 Chiswick Park, 566 Chiswick High Road,
London W4 5XT, on 25 May 2022 at 12 noon to consider and,

if thought fit, pass the Resolutions set out below.

Resolutions 1 to 13 will be proposed as ordinary resolutions and
Resolutions 14 to 16 will be proposed as special resolutions.

 

Ordinary resolutions

1.    To receive and adopt the Company's annual accounts
for the financial year ended 31 December 2021 and the associated
reports of the Directors and auditor.

2.    To approve the Annual Statement by the Chair of the
Remuneration Committee and the Annual Report on
Remuneration set out on pages 71 to 72 and 73 to 84
of the Company's Annual Report and Accounts for the financial year
ended 31 December 2021.

3.    To re-elect Mike Daly as a Director.

4.    To re-elect Rahul Dhir as a Director.

5.    To re-elect Martin Greenslade as a Director.

6.    To re-elect Mitchell Ingram as a Director.

7.    To re-elect Sheila Khama as a Director.

8.    To re-elect Genevieve Sangudi as a Director.

9.    To elect Phuthuma Nhleko as a Director.

10.   To re-elect Jeremy Wilson as a Director.

11.   To re-appoint Ernst & Young LLP as auditor of the
Company to hold office from the conclusion of the Annual
General Meeting until the conclusion of the Annual
General Meeting of the Company to be held in 2023.

12.   To authorise the Audit Committee to determine the remuneration
of Ernst & Young LLP.

 

 

13.   THAT the Board of Directors of the Company (the Board)
be and is hereby generally and unconditionally authorised pursuant to
and in accordance with section 551 of the Companies Act 2006 to exercise all
the powers of the Company to allot shares in the Company and to grant rights
to subscribe for or to convert any securities into shares in the Company up to
an aggregate nominal
amount of £47,874,631 provided that this authority shall expire at the
conclusion of the Annual General Meeting

of the Company to be held in 2023 or on 30 June 2023, whichever is
the earlier, save that the Company may before such expiry make an offer or
enter into an agreement which would or might require shares to be
allotted, or rights to subscribe for or to convert securities
into shares to be granted, after such expiry and the Board may allot
shares or grant such rights in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.

 

Special resolutions

14.   THAT, if Resolution 13 is passed, the Board of Directors
of the Company (the Board) be empowered to allot equity securities
(as defined in the Companies Act 2006 (the
Act)) (including the grant of rights to subscribe for, or to convert
any securities into, equity securities) for cash

under the authority given by that Resolution and/or to sell ordinary
shares held by the Company as treasury shares
for cash as if section 561 of the Act did not apply to any such
allotment or sale, such power to be limited to the allotment of equity
securities and the sale of treasury shares for cash:

a)  in connection with a rights issue, open offer or other
pre-emptive issue; and

b)  (otherwise than under paragraph (a) above) up to an aggregate nominal
amount of £7,181,195,

and shall expire at the end of the Annual General Meeting
of the Company to be held in 2023 (or, if earlier, at the close of
business on 30 June 2023) but, in each case, prior to its expiry the Board may
make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the power
expires and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the power had not expired.

15.   THAT the Company be and is hereby generally and
unconditionally authorised to hold general meetings (other than Annual
General Meetings) on no less
than 14 clear days' notice, such authority to expire at
the conclusion of the Annual General Meeting of the Company to be held
in 2023.

 

 

Special resolutions continued

16.   THAT the Company be and it is hereby generally authorised pursuant to
section 701 of the Companies
Act 2006 (the Act) to make market purchases (within the
meaning of section 693(4) of the Act) of ordinary shares of £0.10
each in the capital of the Company ('Ordinary

Shares') on such terms and in such manner as the Board of Directors
of the Company may from time to time determine, provided that:

a)  the number of such Ordinary Shares hereby authorised to be
acquired by the Company shall not exceed 143,623,893; and

b)  the price that may be paid by the Company for any of its Ordinary Shares
shall not be less than £0.10,
being the nominal value of each Ordinary Share, and shall not be
greater than the higher of, exclusive

of expenses:

i.    an amount equal to 105 per cent of the average trading price of the
Ordinary Shares as derived
from the middle market quotations for an Ordinary
Share on the London Stock Exchange Daily Official
List for the five trading days immediately preceding the date on which
a share is contracted to be purchased; and

ii.   the higher of the price of the last independent
trade and the highest current independent bid on the trading venue where
the purchase is carried out.

Unless previously revoked, renewed, extended or varied the authority hereby
conferred shall expire
at the conclusion of the Annual General Meeting of the Company to be
held in 2023 or on 30 June 2023,

whichever is the earlier, provided that the Company may
effect purchases following the date on which the authority hereby
conferred expires if such purchases are made pursuant to contracts for
purchases of Ordinary Shares
which are entered into by the Company on or prior to the date on
which the authority hereby conferred expires.

By Order of the Board

 

Adam Holland

Company Secretary

22 April 2022

 

Registered office:

9 Chiswick Park

566 Chiswick High Road London W4 5XT

 

Notice of Annual General Meeting 2022 continued

 

 

 

 

Notes

1. Attending the Annual General Meeting in person

If you wish to attend the Annual General Meeting (AGM) in
person, you should arrive at the venue in good time to allow your
attendance to be registered. It is advisable to have
some form of identification with you as you may be asked to
provide evidence of your identity to the Company's registrar,

Computershare Investor Services PLC (the Registrar), prior to being
admitted to the AGM.

 

2. Audio cast and AGM website

This year, we are enabling shareholders to listen to a live audio
cast of the AGM as well as participate remotely.

In order to participate at the meeting, you will need to visit
www.meetnow.global/TULLOILAGM22 (http://www.meetnow.global/TULLOILAGM22) on
your device

operating a compatible browser using the latest version of Chrome, Firefox,
Edge or Safari. Please note that Internet
Explorer is not supported. It is highly recommended that you
check your system capabilities in advance of the meeting day.

If you are a shareholder, you can use your unique Shareholder
Reference Number and PIN as displayed on your Form of
Proxy/Attendance Card. If you are an appointed proxy or a corporate
representative you will have had to be provided

with a unique invite code to enter the meeting and exercise your rights. These
credentials will be issued one working day prior to the meeting, conditional
on evidence of your proxy
appointment or corporate representative appointment having
been received and accepted. If you have not been provided with your
meeting access credentials, please ensure you
contact Computershare on the morning of the meeting, but no later
than one hour before the start of the meeting.

Access to the meeting via www.meetnow.global/TULLOILAGM22
(http://www.meetnow.global/TULLOILAGM22)  will be available from 11.00am.
Where telephone lines

are provided these will be activated 5 minutes prior to the meeting start
time. During the meeting, you must ensure
you are connected to the internet at all times in order to vote
when the Chair commences polling on Resolutions being put to the
meeting. Therefore, it is your responsibility to ensure connectivity for the
duration of the meeting.

Accessing the telephone line

To be able to speak or ask a question verbally at the meeting, you
must first log in to the meeting, where the telephone number and Access Code
will be available.

To be seen and heard while asking a question

To be able to ask a question and be seen by the Board and
those attending the meeting, you must log in to the meeting where
the information on how to enter the virtual waiting room will be available.

Technical issues

If you experience any technical issues with the site you may
either call our Registrar on the telephone number provided on
the site or once you have entered the meeting, you can raise your
question using the chat function. If you have technical
issues prior to the start of the meeting you should contact our
Registrar on the shareholder helpline.

 

 

Process

The process of asking questions and accessing the AGM audio casting
will be further explained within the application and located on the
information page.

Duly appointed proxies and corporate representatives

Please contact the Company's Registrar before 5.30pm on 24 May 2022 on
the shareholder helpline number: +44 (0) 370 703
6242 for your Shareholder Reference Number (SRN) and PIN.
Lines are open 8.30am to 5.30pm Monday to Friday (excluding public
holidays in England and Wales).

Shareholders should note that electronic entry to the AGM
will open at 11.00am on 25 May 2022, and the meeting will formally
start at 12 noon.

 

3. Appointment of proxies

Members are entitled to appoint one or more proxies to
exercise all or any of their rights to attend, speak and vote
at the AGM. A proxy need not be a member of the Company but must
attend the AGM to represent a member. To be validly appointed, a proxy must be
appointed using the procedures set out in these notes and in the notes to the
accompanying Form of Proxy. If members wish their proxy
to speak on their behalf at the meeting, members will need
to appoint their own choice of proxy (not the Chair of the
AGM) and give their instructions directly to them. Members
can only appoint more than one proxy where each proxy is appointed
to exercise rights attached to different shares.

Members cannot appoint more than one proxy to exercise
the rights attached to the same share(s). If a member wishes
to appoint more than one proxy, they should contact the
Registrar by telephone on +44 (0) 370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus.
(http://www.investorcentre.co.uk/contactus) A member may
instruct their proxy to abstain from voting on any Resolution to be
considered at the AGM by marking the 'Vote Withheld'
option when appointing their proxy. It should be noted that

a vote withheld is not a vote in law and will not be counted
in the calculation of the proportion of votes 'For' or 'Against'
the Resolution. The appointment of a proxy will not prevent a member
from attending the AGM and voting in person if

they wish. A person who is not a member of the Company but who has
been nominated by a member to enjoy information rights does not have a right
to appoint any proxies under

the procedures set out in these notes and should read note 10 below.

 

4. Appointment of a proxy online

As an alternative to appointing a proxy using the Form of Proxy or CREST,
members can appoint a proxy online at: www.investorcentre.co.uk/eproxy.
(http://www.investorcentre.co.uk/eproxy)
(http://www.investorcentre.co.uk/eproxy) In order to appoint a proxy
using this website, members will need their Control Number,

Shareholder Reference Number and PIN. This information
is printed on the Form of Proxy. If for any reason a member
does not have this information, they will need to contact the
Registrar by telephone on +44 (0) 370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus.
(http://www.investorcentre.co.uk/contactus) Members must appoint a proxy using
the website no later than 48 hours (excluding non-working days) before the
time of the AGM

or any adjournment of that meeting.

 

 

 

5. Appointment of a proxy using a Form of Proxy

A Form of Proxy for use in connection with the AGM is enclosed. To be valid, a
Form of Proxy or other instrument
appointing a proxy, together with any power of attorney or other
authority under which it is signed or a certified copy
thereof, must be received by post or (during normal business hours
only) by hand by the Registrar at The Pavilions, Bridgwater Road, Bristol BS99
6ZY, no later than 48 hours
(excluding non-working days) before the time of the AGM or
any adjournment of that meeting. If you do not have a Form
of Proxy and believe that you should have one, or you require
additional Forms of Proxy, please contact the Registrar

by telephone on +44 (0) 370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus.
(http://www.investorcentre.co.uk/contactus)

 

6. Appointment of a proxy through CREST

CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures
described in the
CREST Manual and by logging on to the following website:
www.euroclear.com. (http://www.euroclear.com/) CREST personal members or other

CREST sponsored members, and those CREST members who
have appointed (a) voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be
properly authenticated in accordance with Euroclear UK & Ireland Limited's
specifications and must contain the information required for such instruction,
as described in the CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in
order to be valid, be transmitted so as to be received by the
Registrar (ID 3RA50) no later than 48 hours (excluding non-
working days) before the time of the Annual General Meeting or any
adjournment of that meeting. For this purpose, the time of receipt will be
taken to be the time (as determined

by the timestamp applied to the message by the CREST Application Host) from
which the Registrar is able to retrieve the message by enquiry to CREST in the
manner prescribed
by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other
means.

CREST members and, where applicable, their CREST sponsors or voting service
provider(s) should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal

member, or sponsored member, or has appointed (a) voting service
provider(s), to procure that their CREST sponsor

or voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their

CREST sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

 

The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001 (as amended).

 

7. Appointment of proxy through Proxymity

If you are an institutional investor you may be able to appoint a
proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go to
www.proxymity.io. (http://www.proxymity.io/) Your proxy must be lodged by 12
noon
on 23 May 2022 in order to be considered valid. Before you can
appoint a proxy via this process you will need to have agreed
to Proxymity's associated terms and conditions. It is important
that you read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy.

 

8. Appointment of proxy by joint holders

In the case of joint holders, where more than one of the joint
holders purports to appoint one or more proxies, only the purported
appointment submitted by the most senior holder
will be accepted. Seniority shall be determined by the order in
which the names of the joint holders stand in the Company's register of
members in respect of the joint holding.

 

9. Corporate representatives

Any corporation which is a member can appoint one or more corporate
representatives. Members can only appoint more than one corporate
representative where each corporate representative is appointed to exercise
rights attached to different shares. Members cannot appoint more than one
corporate representative to exercise the rights attached to the
same share(s).

 

10.  Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose
of determining the votes they may cast), members must be registered in the
Company's register of members at
6.00pm on 23 May 2022 (or, if the AGM is adjourned, at 6.00pm
on the day two days (excluding non-working days) prior to

the adjourned meeting). Changes to the register of members
after the relevant deadline will be disregarded in determining the
rights of any person to attend and vote at the AGM.

 

11.  Votes to be taken by a poll

At the AGM all votes will be taken by a poll rather than on
a show of hands. It is intended that the results of the poll

votes will be announced to the London Stock Exchange and published on
the Company's website as soon as possible
after the conclusion of the AGM, and no later than 6.00pm on 26 May
2022.

 

12.  Nominated persons

Any person to whom this Notice is sent who is a person nominated under section
146 of the Companies Act 2006 (the Act) to enjoy information rights (a
Nominated Person) may, under an agreement between them and the member
by whom they were nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the AGM.
If a Nominated Person has no such proxy appointment right or does not
wish to exercise it, they may, under any such
agreement, have a right to give instructions to the member as to the
exercise of voting rights.

 

Notice of Annual General Meeting 2022 continued

 

 

 

 

13.  Website giving information regarding the Annual General Meeting

Information regarding the AGM, including information
required by section 311A of the Act, and a copy of this Notice of
AGM are available from www.tullowoil.com. (http://www.tullowoil.com/)

 

14.  Audit concerns

Members should note that it is possible that, pursuant to requests made by
members of the Company under section
527 of the Act, the Company may be required to publish on
a website a statement setting out any matter relating to: (a)
the audit of the Company's accounts (including the Auditor's

Report and the conduct of the audit) that are to be laid before
the AGM; or (b) any circumstance connected with the auditor
of the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid in
accordance with section 437 of the Act. The Company may not
require the members requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of
the Act. Where the Company is required to place a statement
on a website under section 527 of the Act, it must forward the
statement to the Company's auditor not later than the time
when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any
statement that the Company has been required under section
527 of the Act to publish on a website.

 

15.  Voting rights

As at 18 April 2022, being the latest practicable date prior to the
publication of this Notice, the Company's issued share capital consisted of
1,436,238,927 Ordinary Shares, carrying
one vote each. No shares are held by the Company in treasury.
Therefore, the total voting rights in the Company as at 18 April
2022 were 1,436,238,927 votes.

 

16.  Notification of shareholdings

Any person holding 3 per cent or more of the total voting rights of the
Company who appoints a person other than the Chair of the AGM as their proxy
will need to ensure
that both they, and their proxy, comply with their respective
disclosure obligations under the UK Disclosure Guidance

and Transparency Rules. As at 18 April 2022, being the latest
practicable date prior to the publication of this Notice, no notifications in
respect of substantial shareholdings had
been received other than as set out on page 88 of the Annual
Report and Accounts.

 

 

17.  Further questions and communication

Under section 319A of the Act, the Company must cause
to be answered any question relating to the business being dealt with
at the AGM put by a member attending the meeting unless answering the question
would interfere
unduly with the preparation for the meeting or involve the disclosure
of confidential information, or the answer has
already been given on a website in the form of an answer to a
question, or it is undesirable in the interests of the

Company or the good order of the meeting that the question be
answered. Members who have any queries about the AGM should contact the
Company Secretary by email at TullowCompanySecretary
(mailto:TullowCompanySecretary@tullowoil.com) @
(mailto:TullowCompanySecretary@tullowoil.com) tullowoil.com.
(mailto:TullowCompanySecretary@tullowoil.com) Members may not use any
electronic address or fax number provided in this Notice or in any related
documents (including the Form of Proxy) to communicate with the Company for
any purpose other than those expressly stated.

 

18.  Documents available for inspection

The following documents will be available for inspection on
the date of the AGM at the London offices of Tullow Oil plc at 9
Chiswick Park, 566 Chiswick High Road, London W4 5XT, from 11.45am until the
conclusion of the AGM:

-  copies of all contracts of service under which Directors are
employed by the Company or any of its subsidiary undertakings; and

-  copies of the letters of appointment of the non-executive
Directors of the Company.

 

 

 

Tullow Oil plc

9 Chiswick Park

566 Chiswick High Road London

W4 5XT

 

Tel: +44 (0) 20 3249 9000

Fax: +44 (0) 20 3249 8801

Email: info (mailto:info@tullowoil.com) @ (mailto:info@tullowoil.com)
tullowoil.com (mailto:info@tullowoil.com) Website: www.tullowoil.com
(http://www.tullowoil.com/)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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