TULLOW OIL PLC

Remuneration Information • Apr 24, 2023

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title: [Agreement Title]
author: Charlotte Nickel
date: 2023-04-24 15:11:00+00:00

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Interpretation

Issue of invitations and Award of Shares

Board to decide whether Partnership, Free or Matching Shares will be awarded

Eligibility to participate in the Plan

Continuous Service

Participation on the same terms

Overall limit on Awards

Tax Liabilities

Relationship with employment contract

Notices

Termination of the Plan

Administration and amendment

Governing law

Jurisdiction

Third party rights

Data protection

Stamp duty and stamp duty reserve tax

Holding periods for Free Shares, Matching Shares and Dividend Shares

Forfeiture of Free Shares and Matching Shares

Partnership Shares and Dividend Shares to be offered for sale on cessation of employment

Withdrawal of Shares from the Plan

Plan Shares ceasing to be subject to the Plan

Free Share Awards

Free Share Agreements

Maximum annual value of Free Share Awards

Free Share Award levels set by remuneration, service or hours worked

Free Share Award levels set by reference to performance targets

Partnership Share Awards

Partnership Share Agreements

Accumulation Periods

Limitations on the maximum amount of Partnership Share Money

Deductions from Salary

Minimum deduction of Partnership Share Money

Holding and application of Partnership Share Money

Restriction on maximum number of Partnership Shares

Scaling down the number of Partnership Shares received by each Participant

Acquisition of Partnership Shares

Surplus Partnership Share Money

Withdrawal from Partnership Share Agreement

Stopping and restarting deductions of Partnership Share Money

Repayment of Partnership Share Money if Plan terminated or no longer tax-advantaged

Withdrawal of Partnership Shares from the Plan

Matching Share Awards

Matching Shares

Determining the number of Matching Shares to be awarded

Instructions to acquire Dividend Shares

Dividend Shares

Acquisition of Dividend Shares

Dividend amounts carried forward

ADOPTION COPY

SUBJECT TO EQ COMMENTS

This is a copy of the rules of the Tullow Oil plc 2023 Share Incentive Plan
which was adopted by the Remuneration Committee of the Board of Directors of the Company on 22 May 2023 conditional on shareholder approval being obtained.

Shareholder authority for the adoption of the Tullow Oil plc 2023 Share Incentive Plan was conferred by the shareholders of Tullow Oil plc at a general meeting of shareholders held on 24 May 2023.

The Tullow Oil plc 2023 Share Incentive Plan is a continuation of the Tullow Oil Share Incentive Plan which was registered with HM Revenue & Customs on 6 January 2004 with unique reference number A1727/pc

CONTENTS

1. Interpretation 1

2. Issue of invitations and Award of Shares 5

3. Board to decide whether Partnership, Free or Matching Shares will be awarded 6

4. Eligibility to participate in the Plan 6

5. Continuous Service 6

6. Participation on the same terms 6

7. Overall limit on Awards 6

8. Tax Liabilities 7

9. Relationship with employment contract 7

10. Notices 8

11. Termination of the Plan 8

12. Administration and amendment 8

13. Governing law 9

14. Jurisdiction 9

15. Third party rights 9

16. Data protection 9

17. Stamp duty and stamp duty reserve tax 9

18. Holding periods for Free Shares, Matching Shares and Dividend Shares 10

19. Forfeiture of Free Shares and Matching Shares 10

20. Partnership Shares and Dividend Shares to be offered for sale on cessation of employment 11

21. Withdrawal of Shares from the Plan 11

22. Plan Shares ceasing to be subject to the Plan 12

23. Free Share Awards 12

24. Free Share Agreements 12

25. Maximum annual value of Free Share Awards 12

26. Free Share Award levels set by remuneration, service or hours worked 13

27. Free Share Award levels set by reference to performance targets 13

28. Partnership Share Awards 14

29. Partnership Share Agreements 14

30. Accumulation Periods 15

31. Limitations on the maximum amount of Partnership Share Money 15

32. Deductions from Salary 16

33. Minimum deduction of Partnership Share Money 16

34. Holding and application of Partnership Share Money 16

35. Restriction on maximum number of Partnership Shares 16

36. Scaling down the number of Partnership Shares received by each Participant 16

37. Acquisition of Partnership Shares 17

38. Surplus Partnership Share Money 17

39. Withdrawal from Partnership Share Agreement 17

40. Stopping and restarting deductions of Partnership Share Money 17

41. Repayment of Partnership Share Money if Plan terminated or no longer tax-advantaged 18

42. Withdrawal of Partnership Shares from the Plan 18

43. Matching Share Awards 18

44. Matching Shares 18

45. Determining the number of Matching Shares to be awarded 18

46. Instructions to acquire Dividend Shares 19

47. Dividend Shares 19

48. Acquisition of Dividend Shares 19

49. Dividend amounts carried forward 19

RULES OF THE TULLOW OIL PLC 2023 SHARE INCENTIVE PLAN

The following definitions and rules of interpretation apply in the Plan.

Definitions:

Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made from time to time under that statute or statutory provision.

Words denoting the singular shall include the plural and vice versa.

References to Rules are to the rules of this Plan and no account should be taken of the Rule headings, which have been inserted for ease of reference only.

Any reference to a Participant being able or required to provide any notice or instructions “in writing” shall also be read as a reference to the provision of such notice in such other manner (including electronically) as the Board or the Trustee may determine from time to time.

Invitations to participate in the Plan may be issued at any time, provided that invitations must not be issued and Awards must not be made at any time if it would be unlawful, or in breach of Dealing Restrictions or any other regulations or guidance with which the Company complies.

If any Dealing Restrictions apply to prevent the issue of invitations or the grant of Awards at any of the times referred to in Rule 2.1, then Awards may be granted as soon as reasonably practicable following the date on which any such Dealing Restrictions cease to apply.

The Board may decide from time to time to issue invitations to Eligible Employees to participate in any one or more of the following:

Awards of Free Shares under rule 23 to rule 27;

Acquisitions of Partnership Shares under rule 28 to rule 42; and

Awards of Matching Shares under rule 43 to rule 45 (but only in relation to Acquisitions of Partnership Shares).

On each occasion that the Board decides to issue invitations to participate under the Plan, any Eligible Employee at the Eligibility Date must be invited to participate.

On each occasion that the Board decides to issue invitations to participate under the Plan, the Board may (but is not obliged to) invite any individual who satisfies the following conditions to participate:

being an employee of a Constituent Company; and

if a qualifying period of Continuous Service is specified by the Board in accordance with rule 5, having at all times during that period been an employee of a Qualifying Company.

For each invitation to participate in an Award, the Board may specify a qualifying period of Continuous Service that must be:

in relation to Free Shares, not more than 18 months (or any different period specified by paragraph 16(2) of Schedule 2) ending with the date on which an Award of Free Shares is made;

in relation to an Acquisition of Partnership Shares with no Accumulation Period and any related Award of Matching Shares, not more than 18 months (or any different period specified by paragraph 16(3) and (5) of Schedule 2) ending with the deduction of the Partnership Share Money relating to the Acquisition of Partnership Shares; and

in relation to an Acquisition of Partnership Shares with an Accumulation Period and any related Award of Matching Shares, not more than six months (or any different period specified by paragraph 16(4) and (6) of Schedule 2) ending with the start of the Accumulation Period.

All invitations to participate in an Award made on a particular occasion must be made on the same terms.

Participation in any Award on a particular occasion must take place on the same terms.

Unless specified to the contrary by the Board on the Award Date, an Award may be satisfied by:

issuing new Shares; and/or

transferring treasury Shares; and/or

transferring Shares (other than treasury Shares).

The Board may decide to change the way in which an Award may be satisfied after it has been granted, having regard to the remaining provisions of this Rule 7.

In any ten year period ending on the relevant Award Date, the maximum number of Shares which may be issued or made issuable under this Plan and any other employee share scheme operated by the Company shall not exceed 10% of the issued ordinary share capital of the Company (excluding any fixed-rate preference shares) from time to time.

For the purposes of Rule 7.2:

Shares taken into account when granted under an Award shall not be taken into account again following the issue or transfer of Shares in satisfaction of such Award and any such Awards that have lapsed shall fall out of account;

Shares shall not be taken into account after the grant of an Award where the Committee has determined that such Award shall be capable of being satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) only; and

references to Shares which may be issued or made issuable shall, if so required in accordance with guidance of the Investment Association, be taken to include references to rights to acquire Shares issued or to be issued out of treasury.

By accepting an invitation to participate in an Award, each Participant agrees to:

pay any Tax Liability to the Trustee, the Company, the Participant's employer or former employer; or

make arrangements to their satisfaction for any Tax Liability to be paid;

Each Participant further agrees that if the Trustee must account for a Tax Liability because the Participant's Plan Shares cease to be subject to the Plan (within the meaning given in rule 22.1), the Trustee may:

sell those Shares to meet that Tax Liability; or

sell the remaining Shares, if the Participant holds any remaining Plan Shares,

unless the Participant has paid or made arrangements to pay the Tax Liability under rule 8.1.

The rights and obligations of any individual as an employee or director of a company shall not be affected by being a Participant.

The value of any benefits under the Plan shall not be taken into account in deciding any pension or similar entitlements.

Employees of Constituent Companies and Associated Companies (past and present) have no right to compensation for any loss in respect of Awards under the Plan, arising because:

their employment ends;

the status of a company under the Plan changes;

they meet the criteria in rule 4.2 but the Board does not invite them to participate under that rule;

any business is transferred from a Constituent Company to any person or company that is not a Constituent Company or an Associated Company;

the pattern of Awards changes (for example, because the terms are varied or suspended completely); or

the Board does not nominate an Eligible Company to be a Constituent Company.

Any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at the Appropriate Address. For the purposes of this rule 10.1.1, the Appropriate Address means:

in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;

the home address of an Eligible Employee or Participant; and

if the Participant has died, and notice of the appointment of personal representatives has been given to the Company, any contact address they have specified in that notice; or

sent by email to the Appropriate Email Address. For the purposes of this rule 10.1.2 Appropriate Email Address means:

in the case of the Company, robin.verboom@tullowoil.com; and

the work email address of an Eligible Employee or Participant who is permitted to receive personal emails at work.

Any notice or other communication given under this rule 10 shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the proper address;

if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting, or at the time recorded by the delivery service; and

if sent by email, at 9.00am on the next Business Day after sending.

This rule 10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

The Board may issue a Plan Termination Notice at any time, if it considers it appropriate to do so.

After the issue of a Plan Termination Notice, no further Awards can be made under the Plan.

A copy of the Plan Termination Notice must be given without delay to:

the Trustee;

each Participant; and

each individual who has entered into a Partnership Share Agreement that was in force immediately before the Plan Termination Notice was issued.

The Board shall direct the administration of the Plan.

The Board may amend the Plan from time to time but the Board may not amend a Key Feature of the Plan if the effect would be that the Plan would no longer be a Schedule 2 SIP. If the Board amends a Key Feature of the Plan, the Company shall make a declaration within paragraph 81B(7) of Schedule 2 that the Plan continues to meet the requirements of Parts 2 to 9 of Schedule 2.

The Constituent Companies will bear the cost of setting up and operating the Plan in proportions determined by the Board.

The Board will determine any question of interpretation and settle any dispute arising under the Plan (other than any dispute involving the Company or any matter that must be determined by the Trustee). In doing so, the Board must act fairly and reasonably. The Board's decision is final in these matters.

The Company will provide Participants with copies of any materials sent to the holders of Shares.

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).

Each party irrevocably consents to any process in any legal action or proceedings under rule 14.1 being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

A person who is not a party to an Award shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Plan for any employer or former employer of a Participant that is not a party to an Award.

This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

The rights of the parties to an Award to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Award as a result of the Contracts (Rights of Third Parties) Act 1999.

For the purpose of operating the Plan, the Company will collect and process information relating to Employees and Option Holders in accordance with the privacy notice which is on the Company intranet.

On or before the date on which invitations to participate in an Award are issued, the Board must specify which of the following will be responsible for paying any stamp duty or stamp duty reserve tax arising on an Award:

the Company;

the Constituent Company that is or was the Participant's employer company, if the costs of operating the Plan are divided between Constituent Companies; or

the Trustee, provided that:

the Trustee gives its prior written consent; and

the Trust will have sufficient unallocated funds to meet the relevant stamp duty liability, or the Company (or relevant Constituent Company) will provide sufficient additional funds to allow the Trust to do so.

The Board must specify a Holding Period for each Award of Free Shares or Matching Shares.

The Board may specify different Holding Periods for different Awards of Free Shares or Matching Shares, but may not increase any Holding Period once it has begun.

During a Holding Period, every Participant who participates in the relevant Award of Free Shares, Matching Shares or Dividend Shares must:

allow those Plan Shares to remain in the hands of the Trustee; and

not assign, charge or otherwise dispose of the beneficial interest in those Plan Shares.

A Participant's obligations with respect to a Holding Period end if, during the Holding Period, the Participant ceases to be employed by a Constituent Company or any Associated Company (without then employed by any other company that is an Associated Company).

During a Holding Period, a Participant with Plan Shares subject to that Holding Period may instruct the Trustee to:

accept an offer for any of the relevant Plan Shares, if it will result in new holdings which are equated with the corresponding original Plan Shares for the purposes of capital gains tax; or

agree to a transaction affecting any of the relevant Plan Shares (or those that belong to a particular class), if the transaction would be entered into as a result of a compromise, arrangement or scheme that affects:

all the ordinary share capital of the relevant company or all shares in the class in question; or

all the ordinary share capital of the relevant company or all shares in the class in question that are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a Schedule 2 SIP; or

accept an offer for any of the relevant Plan Shares of:

cash (with or without other assets); or

a Qualifying Corporate Bond (with or without other assets or cash or both),

if that offer forms part of a general offer that:

is made to holders of shares of the same class, or to holders of shares in the same company, as the relevant Plan Shares; and

is made in the first instance on a condition such that, if it is satisfied, the person making the offer will have control of the relevant company. (In this rule 18.5.3(d), control has the same meaning as in sections 450 to 451 of CTA 2010 and not the meaning given in rule 1.1.)

For each Award of Free Shares, the Board may specify under the Free Share Agreement whether rule 19.3 shall apply to all of the Shares in that Award, and, if so, shall specify the Forfeiture Period.

For each Award of Matching Shares, the Board may specify under the relevant Partnership Share Agreement whether rule 19.3 shall apply to all of the Shares in that Award and, if so, shall specify the Forfeiture Period.

If this rule 19.3 applies to any Free Shares and Matching Shares, they will be Forfeit if, during the Forfeiture Period, the Participant's employment with a Constituent Company or any Associated Company ends (and the Participant is not employed by any other company that is an Associated Company), unless the employment ends because of:

injury or disability;

Redundancy;

a relevant transfer within the meaning of the Transfer or Undertakings (Protection of Employment) Regulations 2006;

if the Participant is an employee of an Associated Company, a change of control or other circumstances as a result of which it is no longer an Associated Company;

retirement; or

death.

Free Shares and Matching Shares will be Forfeit if any Shares are withdrawn from the Plan as described in rule 21 during the Forfeiture Period.

Forfeiture must not be linked to the performance of any individual.

For each Acquisition of Partnership Shares, the Board may specify under the Partnership Share Agreement whether the Shares must be offered for sale in accordance with rule 20.3.

For each Acquisition of Dividend Shares, the Board may specify whether the Shares must be offered for sale in accordance with rule 20.3.

If this rule applies to any Partnership Shares or Dividend Shares, they will be required to be offered for sale for the price specified in rule 20.4 or rule 20.5 as applicable. If Shares are required to be offered for sale, for the purposes of clause 6.2 of the Trust Deed, the Participant will be deemed to instruct the Trustee to dispose of such Shares in accordance with this rule 20.

If the Participant's employment with a Constituent Company or any Associated Company ends (and the Participant is not employed by any other company that is an Associated Company) after the expiry of three years from the Acquisition Date, or (at any time) for any of the reasons specified in rule 19.3.1 to rule 19.3.6, the price at which Partnership Shares and Dividend Shares must be offered for sale under rule 20.3 must be the Market Value of the Shares at the time they are offered for sale.

If the Participant's employment with a Constituent Company or any Associated Company ends (without being employed by any other company that is an Associated Company) within three years of the Acquisition Date and for any reason other than a reason specified in rule 19.3.1 to rule 19.3.6, the price at which Partnership Shares and Dividend Shares must be offered for sale under rule 20.3 must be the lower of:

the amount of Partnership Share Money or dividends applied in the Acquisition of Shares on behalf of the Participant; or

the Market Value of the Shares at the time they are offered for sale.

The phrase "withdrawn from the Plan" has the meaning given in paragraph 96 of Schedule 2.

A Participant may withdraw from the Plan any Free Shares, Matching Shares or Dividend Shares held by the Trustee at any time after the end of the applicable Holding Period.

Plan Shares cease to be subject to the Plan on the earliest of the following:

when they are withdrawn from the Plan by the Participant (subject to rule 19); or

when the relevant Participant's employment with a Constituent Company or any Associated Company ends (without being employed by any other company that is an Associated Company).

Rule 22.2 applies to a Participant who is expected to acquire Partnership Shares under a Partnership Share Agreement but whose employment with a Constituent Company or any Associated Company ends (without being employed by any other company that is an Associated Company) before the Acquisition Date, and either

if there is an Accumulation Period and it has ended; or

if there is no Accumulation Period, but Partnership Share Money has been deducted.

For the purposes of rule 22.1.1 the Participant's employment is treated as ending immediately after the relevant Partnership Share Award is made.

Subject to rule 19, the Trustee will transfer or dispose of Shares that cease to be subject to the Plan under rule 22.1 as soon as possible in accordance with the Participant's instructions. This is provided the Shares are not required by the Trustee to discharge the Participant's PAYE obligations in accordance with rule 7.1.

Subject to rule 23 to rule 27, the Board may from time to time instruct the Trustee to invite Eligible Employees to participate in an Award of Free Shares.

For each Award of Free Shares, the Board may specify that:

each Participant receives a certain number or value of Free Shares, which will be the same for each of Participant); or

the number or value of Free Shares received by each Participant is determined in accordance with rule 26 and (if applicable) rule 27.

An Eligible Employee who wishes to participate in an Award of Free Shares must enter into a Free Share Agreement with the Company and the Trustee in the form specified by the Board from time to time.

In any Tax Year, the total Market Value of Free Shares (at the relevant Award Dates) awarded to any individual must not be more than £3,600 (or any other amount specified by paragraph 35(1) of Schedule 2).

For the purposes of rule 25.1, Free Shares includes any free shares (as defined in Schedule 2) awarded under any share incentive plan (other than the Plan):

that is a Schedule 2 SIP at the time of the award of those free shares; and

set up by the Company or any connected company as defined in paragraph 18(3) of Schedule 2.

If Free Shares are subject to a Relevant Restriction, information on the nature of the Relevant Restriction must be included in the Free Share Agreement.

The Board may specify that the value or number of Free Shares awarded is calculated (in a manner determined by the Board) by reference to each Participant's:

remuneration;

length of service; or

hours worked.

If more than one of these factors is used:

each factor will give rise to a separate level of entitlement to Free Shares for each Participant; and

a Participant's total entitlement to Free Shares is the sum of those separate entitlements.

If Award levels are set in this way, the Company must inform each Participant how the value or number of Free Shares awarded was calculated.

The Board may specify that the value or number of Free Shares (if any) to be awarded is determined (either in whole or in part) by reference to performance targets specified by the Board for that Award. The performance targets specified must apply to all Eligible Employees in relation to that Award.

Any performance target must:

be set for a performance unit of one or more employees specified by the Board (but no employee may be a member of more than one performance unit);

relate to business results or other objective criteria over a specified period;

be a fair and objective measure of the performance of the performance unit;

be communicated by the Company to Participants who may be affected by it, as soon as possible in accordance with rule 27.3; and

comply with rule 27.6 (if applicable).

As soon as reasonably practicable, the Company must:

notify each Participant that has entered into a Free Share Agreement of the performance targets and measures that will be used to determine the number or value of Free Shares to be awarded under that agreement; and

notify all Eligible Employees in general terms of the performance measures that will be used to determine the number or value of Free Shares that will be awarded to each Participant under the Award. The Company may omit from that notice any information that it reasonably considers would prejudice commercial confidentiality, if it was disclosed.

If the Board specifies, under rule 27.1, that an Award of Free Shares will be determined by reference to performance targets for that Award of Free Shares, the Board must specify which of rule 27.5 or rule 27.6 will apply to that Award.

If the Board specifies that this rule 27.5 applies to an Award of Free Shares:

at least 20% of those Free Shares must not be performance-linked, so that each Participant receives a number of Free Shares that is either (as specified by the Board):

the same for all Participants; or

calculated using the factors listed in rule 26.1;

the remaining Free Shares in the Award must be awarded by reference to performance;

the highest number of Free Shares awarded to any individual under rule 27.5.2 must not be more than four times the highest number of Free Shares awarded to any individual under rule 27.5.1; and

if the Award includes Free Shares of different classes, the requirements of this rule 27.5 will apply to the Free Shares of each class as if they were a separate Award of Free Shares.

If the Board specifies that this rule 27.6 applies to an Award of Free Shares:

some or all of the Free Shares in the Award (as specified by the Board) must be awarded by reference to performance;

the performance targets specified for different performance units must be consistent targets, which are reasonably comparable in terms of the likelihood of being met by the performance units to which they apply;

the Free Shares in the Award must be awarded so that each Participant within a given performance unit receives an amount of Free Shares (if any) that is determined in whole or in part by reference to the relevant performance target and is either (as specified by the Board):

the same for all Participants in that performance unit; or

different for different members of the performance unit, with the differences between members determined using the factors listed in rule 26.1;

in deciding whether invitations to participate and the participation of individual Participants under an Award of Free Shares are on the same terms, as required by rule 6, the Free Shares awarded to each performance unit will be treated as a separate Award. If the requirements of this rule 27.6 are met, invitations to participate made to, and participation by, members of different performance units under an Award of Free Shares do not need to be on the same terms.

Subject to the rules, the Board may from time to time instruct the Trustee to invite Eligible Employees to acquire Partnership Shares.

A Participant who wishes to participate in an Acquisition of Partnership Shares (and any related Award of Matching Shares) must enter into a Partnership Share Agreement with the Company and the Trustee in a form specified by the Board from time to time.

Each Partnership Share Agreement must include a notice in a prescribed form, as specified in paragraph 48 of Schedule 2 and the Company must not enter into a Partnership Share Agreement that does not contain this notice.

If Partnership Shares are subject to a Relevant Restriction, information on the nature of the Relevant Restriction must be included in the Partnership Share Agreement.

For each Acquisition of Partnership Shares, the Board may (but is not required to) specify an Accumulation Period that must:

not be longer than 12 months;

have its beginning and end specified in the Partnership Share Agreement;

begin not later than the date of the first deduction of Partnership Share Money to be used for that Acquisition; and

be the same for all Eligible Employees.

If, during an Accumulation Period, a signatory to a Partnership Share Agreement's employment with a Constituent Company or any Associated Company ends (and the signatory is not then employed by any other company that is an Associated Company), the money deducted during that Accumulation Period must be returned to the signatory's as soon as possible, after the deduction of income tax and primary class 1 (employee) NICs.

For each Acquisition of Partnership Shares for which an Accumulation Period applies, the Partnership Share Agreement may specify that the Accumulation Period will come to an end when an event specified in the agreement occurs, in accordance with paragraph 51(3)(b) of Schedule 2.

If a transaction occurs during an Accumulation Period that results in a new holding of shares being treated, for the purposes of capital gains tax, as being the same as any Partnership Shares that were to be acquired, each Partnership Share Agreement will (if the Participant consents) be treated as an agreement for the purchase of shares of the same description in the acquiring company.

In any Tax Year, the amount of Partnership Share Money deducted from an Eligible Employee's Salary must not be more than the maximum amount specified by paragraph 46 of Schedule 2.

In rule 31.1, Partnership Share Money includes any partnership share money (as defined in Schedule 2) deducted under any share incentive plan (other than the Plan) that was:

a Schedule 2 SIP when the partnership share money was deducted; and

set up by the Company or any connected company as defined in paragraph 18(3) of Schedule 2.

For any Acquisition of Partnership Shares, the Board may set a limit on the amount of Partnership Share Money deducted, which is a sum of money or percentage of Salary for each Tax Year that is less than the maximum amount specified by paragraph 46 of Schedule 2.

For any Acquisition of Partnership Shares, the Board may specify that particular descriptions of earnings determined by the Board should be excluded from an Eligible Employee's Salary when calculating any amount specified by the Board under rule 31.3.

Any amount of Partnership Share Money deducted in excess of:

the maximum amount specified by paragraph 46 of Schedule 2; or

any limit set by the Board under rule 31.3,

must be repaid as soon as possible (after the deduction of income tax and primary class 1 (employee) NICs).

A Partnership Share Agreement will be given effect by deductions of Partnership Share Money from a Participant's Salary in accordance with the Partnership Share Agreement.

The Partnership Share Agreement must specify:

the amounts of Partnership Share Money (which may be expressed as a percentage of Salary) to be deducted; and

the intervals at which the deductions must be made.

A Participant may agree in writing with the Company to vary the amount of Partnership Share Money or the intervals at which deductions are made at any time.

The Participant's employer company must calculate the amount of Partnership Share Money and the intervals at which deductions are made with regard to the limit on deductions from Salary in rule 31.

For each Acquisition of Partnership Shares, the Board may specify a minimum amount that may be deducted from an Eligible Employee's Salary as Partnership Share Money. The specified minimum amount must not be more than £10 (or any other amount specified by paragraph 47(2) of Schedule 2).

Partnership Share Money must be:

paid over to the Trustee as soon as possible; and

held by the Trustee in an account with a Qualifying Deposit Taker until it is either:

used by the Trustee to acquire Partnership Shares for the Participant; or

repaid to the employee under any other rule of this Plan.

If the account referred to in rule 34.1.2 is an interest bearing account, the Trustee must account to each Eligible Employee for any interest earned on the Partnership Share Money.

For each Acquisition of Partnership Shares, the Board may specify a maximum number of Shares that Participants may acquire.

Partnership Share Agreements must contain an undertaking by the Company to notify the Participant if there is any restriction on the number of Partnership Shares and any associated threshold amount for the purposes of scaling down under rule 36 before:

the beginning of the Accumulation Period, if there is one; and

the deduction of the Partnership Share Money, if there is no Accumulation Period.

The number of Partnership Shares received by each Participant shall be proportionately reduced, if:

the Board has specified a maximum number of Shares available for an Acquisition of Partnership Shares under rule 35; and

the Partnership Share Money deducted (or to be deducted) for that Acquisition would acquire a total number of Partnership Shares in excess of the specified limit.

Each Participant must be notified of the scaling down and its effect on the number of Partnership Shares awarded to that Participant.

The Trustee must apply each Eligible Employee's Partnership Share Money to acquire Partnership Shares on the relevant Acquisition Date.

If there is no Accumulation Period, the number of Partnership Shares acquired for each Participant (rounded down to the nearest whole number) is calculated by dividing the Participant's available Partnership Share Money by the Market Value of a Share on the Acquisition Date.

If there is an Accumulation Period, the number of Shares (rounded down to the nearest whole number) will be calculated by dividing the Participant's available Partnership Share Money by one of the following, as determined by the Board:

the lower of the Market Value of a Share at the beginning of the Accumulation Period and the Market Value of a Share on the Acquisition Date;

the Market Value of a Share at the beginning of the Accumulation Period; or

the Market Value of a Share on the Acquisition Date.

The Partnership Share Agreement must specify which of these methods is used to calculate the number of Partnership Shares.

Any Partnership Share Money remaining after an Acquisition of Partnership Shares:

may, with the agreement of the Participant, be carried forward to the next Accumulation Period or (if there are no Accumulation Periods) be added to the amount of the next deduction; or

must be repaid to the Participant as soon as possible after the deduction of income tax and primary class 1 (employee) NICs.

A Participant may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in it, a notice given under this rule 39.1 will take effect 30 days after the Company receives it.

Any Partnership Share Money held for a Participant at the time of withdrawal from the Partnership Share Agreement under rule 39.1 will be repaid to the Participant as soon as possible after the deduction of income tax and primary class 1 (employee) NICs.

A Participant may give notice in writing to the Company to stop deductions of Partnership Share Money under a Partnership Share Agreement at any time. Unless a later date is specified in the notice, the Company must ensure that no further deductions are made more than 30 days after it receives the notice.

A Participant who has stopped deductions of Partnership Share Money may give notice in writing to the Company to restart deductions of Partnership Share Money under the relevant Partnership Share Agreement. Unless a later date is specified in the notice, the Company must ensure that deductions are restarted no later than 30 days after the Company receives the notice (unless the date of the first deduction falls after that).

A Participant who restarts deductions under rule 40.2 may not make up any deductions that have been missed while the deductions were stopped.

A Participant may not restart deductions under rule 40.2 more than once during any Accumulation Period.

Any Partnership Share Money held must be repaid to the affected Participants as soon as possible, after the deduction of income tax and primary class 1 (employee) NICs, in the following circumstances:

the Plan ceases to be a Schedule 2 SIP; or

a Plan Termination Notice is issued under rule 11.

A Participant may withdraw Partnership Shares from the Plan at any time, but this may result in the Participant forfeiting some or all of the corresponding Matching Shares under rule 19.

Subject to these rules, the Board may from time to time instruct the Trustee to make an Award of Matching Shares in connection with an Acquisition of Partnership Shares.

Matching Shares must:

be of the same class and carry the same rights as the Partnership Shares to which they relate;

be awarded on the same day as the Partnership Shares to which they relate; and

be awarded to all Participants that acquire Partnership Shares to which the Matching Shares relate on exactly the same basis.

If Matching Shares are subject to a Relevant Restriction, information on the nature of the Relevant Restriction must be included in the Partnership Share Agreement.

For any Award of Matching Shares, the Board must specify the ratio of Matching Shares to Partnership Shares. The ratio determined by the Board must not exceed two Matching Shares for every Partnership Share (or any other limit specified by paragraph 60(2) of Schedule 2).

A Partnership Share Agreement under which an Award of Matching Shares is to be made must specify the ratio of Matching Shares to Partnership Shares determined by Board under rule 45.1 and the circumstances and manner in which the ratio may be changed by the Board under rule 45.3.

The Board, in its absolute discretion, may alter the ratio of Matching Shares to Partnership Shares at any time, however:

the Board must give notice of any such change to all affected Participants and the Trustee as soon as possible; and

any altered ratio must take effect on the first Acquisition of Partnership Shares in relation to which Matching Shares are to be awarded falling after the end of a period of 30 days from the date the Board sent the notice.

If the calculation of the number of Matching Shares to be awarded to a Participant gives a result that is not a whole number:

in that Award, the Participant will receive the largest whole number of Matching Shares that is less than the entitlement (or no Matching Shares if the entitlement is less than one); and

the entitlement to less than one Matching Share not reflected in that Award will be carried forward and added to the entitlement to Matching Shares in the next (and if necessary, any subsequent) Awards of Matching Shares (if any).

If a Participant withdraws from the relevant Partnership Share Agreement while entitled to receive less than one Matching Share in a potential future Award under rule 45.4.2, the Participant will not be compensated for the loss of that entitlement.

The Company may at any time direct the Trustee to use some or all of the cash dividends paid in respect of Plan Shares to acquire Dividend Shares on behalf of:

all Participants; or

those Participants who elect to reinvest their dividends.

The Company may at any time revoke or amend any instruction previously given under rule 46.1.

In any instruction given or amended under rule 46.1, the Company must set out the amount of cash dividends to be applied by the Trustee in accordance with that rule 46.1, or how that amount is to be determined.

Dividend Shares must be Shares of the same class and carry the same rights as the Plan Shares in respect of which the dividend is paid.

In acquiring Dividend Shares, the Trustee must treat Participants fairly and equally.

The Trustee must apply cash dividends to acquire Dividend Shares on behalf of Participants on the Acquisition Date.

The number of Dividend Shares acquired on behalf of each Participant is determined by the Market Value of those Shares on the Acquisition Date.

Subject to rule 49.2, any amount of cash dividend received on behalf of a Participant that is not used to acquire Dividend Shares because:

the cash dividend is not sufficient to acquire a Share; or

there is an amount left over after acquiring Dividend Shares,

may be retained by the Trustee and added to the amount of the next cash dividend that is used to acquire Dividend Shares for that Participant. Any amount that is kept by the Trustee must be separately identifiable from any other amounts carried forward under this rule.

If an amount of a cash dividend is carried forward under rule 49.1, it will be repaid to the Participant as soon as possible if:

the Participant's employment with a Constituent Company or any Associated Company ends (without being employed by any other company which is an Associated Company); or

a Plan Termination Notice is issued under rule 11.

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THE TULLOW OIL PLC 2023 SHARE INCENTIVE PLAN
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"Accumulation Period"	has the meaning given in paragraph 51 of Schedule 2.
"Acquisition"	means in relation to Partnership Shares or Dividend Shares, the acquisition of Shares by the Trustee on behalf on a Participant in accordance with Part 6 or Part 8 of Schedule 2, including the appropriation by the Trustee of Shares already in the SIP Trust. The term acquired shall be construed accordingly.
"Acquisition Date"	means the date of an Acquisition, which shall be specified by the Trustee and be within the applicable time limits set out in paragraph 50(4), 52(5) or 66(4) of Schedule 2.
"Associated Company"	has the meaning given in paragraph 94 of Schedule 2.
"Award"	means
an appropriation of Free Shares or Matching Shares to Participants by the Trustee; or
an Acquisition of Partnership Shares or Dividend Shares.
"Award Date"	means the date of an Award of Free Shares or Matching Shares.
"Board"	means the board of directors of the Company or, as relevant, the remuneration committee or other duly authorised committee of that board
"Business Day"	means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Company"	means Tullow Oil plc incorporated and registered in England with number 3919249.
"Company Reconstruction"	has the meaning given in paragraph 86 of Schedule 2.
"Constituent Company"	means
the Company; and
any Eligible Company specified by the Board (at the relevant time) to be a Constituent Company.
"Continuous Service"	means for the purpose of assessing whether an individual qualifies as an Eligible Employee for a particular Award, the period during which that individual has been (without interruption) an employee of any Qualifying Company (or of several Qualifying Companies in succession) and ending on the Eligibility Date for that Award.
"Control"	has the meaning given in section 719 of ITEPA 2003.
"CTA 2010"	means the Corporation Tax Act 2010.
"Dealing Day"	means a day on which an investment exchange on which Shares are listed or traded is open for the transaction of business.
"Dealing Restrictions"	means any restriction(s) imposed by MAR, the Share Dealing Code, the Listing Rules issued by the Financial Conduct Authority or any other relevant requirement, guideline, regulation or law
"Dividend Shares"	means Shares acquired for Participants under rule 46 to rule 49 using cash dividends arising from those Participants' Plan Shares that remain subject to the Plan.
"Eligible Company"	means any subsidiary (as defined in section 1159, Companies Act 2006) of which the Company has Control.
"Eligibility Date"	means the date on which the eligibility of employees to participate in an Award or Acquisition is determined, as specified in paragraphs 14(1) to (6) and 16 of Schedule 2.
"Eligible Employee"	means an individual that:
is an employee of a Constituent Company;
if a qualifying period of Continuous Service is specified by the Board in accordance with rule 5 has been an employee of a Qualifying Company, at all times during that period;
is a UK resident taxpayer as defined in paragraph 8(2) of Schedule 2; and
is not participating at the same time in a SIP established by a connected company as defined in paragraph 18(3) of Schedule 2.
"Existing Award"	means any right (or any entitlement or expectation that is less than a right) granted under any Share Incentive Scheme and under which Shares (or other shares in the Company) may be (or may come to be) acquired or received.
"Forfeit"	means beneficial ownership of Free Shares or Matching Shares automatically transfers from the Participant to the Trustee for no consideration.
Forfeiture Period"	means a period of three years from the relevant Award Date, or such other period as the Board may specify when an Award is made, during which forfeiture provisions specified by the Board under rule 19 may apply to an Award of Free Shares or Matching Shares.
"Free Shares"	means Shares which:
have been appropriated to Participants without payment under rule 24 to rule 27; and
remain subject to the Plan.
"Free Share Agreement"	means an agreement entered into under rule 24.
"HMRC"	means HM Revenue & Customs.
"Holding Period"	means
in relation to an Award of Free Shares or Matching Shares, a period of between three and five years, beginning with the Award Date, which is specified by the Board under rule 18.1; and
in relation to any Dividend Shares, a period of three years beginning with the Acquisition Date.
"ITEPA 2003"	means the Income Tax (Earnings and Pensions) Act 2003.
"ITTOIA 2005"	means the Income Tax (Trading and Other Income) Act 2005
"Key Feature"	has the meaning given in paragraph 81B(8) of Schedule 2.
"MAR"	means the EU Market Abuse Regulation (596/2014), as retained in UK law pursuant to the European Union (Withdrawal) Act 2018 and as varied, amended or supplemented or as replaced by UK domestic legislation from time to time
"Market Value"	means whichever of the following applies:
on any day while the Shares are listed on the main market of the London Stock Exchange, at the discretion of the Board, either:
(i) the middle market quotation for a Share on the main market of the London Stock Exchange on the last Dealing Day before that day; or
(ii) the average of the middle market quotations on the main market of the London Stock Exchange for a Share for the three immediately preceding Dealing Days; or
(iii) such other method of calculating the market value of Shares as Schedule 2 may provide, or as HMRC may set out in its guidance, in each case, from time to time;
(b) on any day when paragraph (a) of this definition does not apply, the market value of a Share, determined under the applicable provisions of Part VIII of the TCGA 1992, as agreed with HMRC Shares and Assets Valuation.
If Shares are subject to a Relevant Restriction, Market Value shall be determined as if the Shares were not subject to a Relevant Restriction.
"Matching Shares"	means Shares that:
have been appropriated to Participants without payment under rule 43 to rule 45, in proportion to Partnership Shares acquired for them; and
remain subject to the Plan.
"New Shares"	means shares that are acquired following a Company Reconstruction that meet the requirements of paragraph 86 of Schedule 2. In this definition "shares" means any securities or rights which for the purposes of Chapter 2 of Part 4 of TCGA 1992 form part of the new holding.
"NICs"	means National Insurance contributions.
"Original Holding"	means any Plan Shares of a Participant.
"Participant"	means any individual for whom the Trustee holds Plan Shares. The term participate shall be construed accordingly.
"Partnership Shares"	means Shares that:
have been acquired for Participants under rule 28 to rule 42 using money deducted from those Participants' Salaries; and
remain subject to the Plan.
"Partnership Share Agreement"	means an agreement entered into under rule 29.
"Partnership Share Money"	means money deducted from a Participant's Salary under a Partnership Share Agreement to be held in accordance with the Plan and used for the Acquisition of Partnership Shares.
"Plan"	means the employee share plan established and governed by these rules and the Trust Deed.
"Plan Shares"	means
Free Shares, Matching Shares and Partnership Shares;
Dividend Shares; and
New Shares.
"Plan Termination Notice"	means a notice given by the Company under paragraph 89 of Schedule 2.
"Qualifying Company"	has the meaning given in paragraph 17 of Schedule 2.
"Qualifying Corporate Bond"	has the meaning given in section 117 of TCGA 1992.
"Qualifying Deposit Taker"	means a person, firm or building society as set out in paragraph 49(3) of Schedule 2.
"Redundancy"	has the meaning given in the Employment Rights Act 1996.
"Relevant Restriction"	means any provision included in any contract, agreement, arrangement or condition to which any of sections 423(2), 423(3) and 423(4) of ITEPA 2003 would apply if references in those sections to employment-related securities were references to Shares.
"Salary"	has the meaning given in paragraph 43(4) of Schedule 2.
"Schedule 2"	means Schedule 2 to ITEPA 2003.
"Schedule 2 SIP"	means a share plan that meets the requirements of Schedule 2.
"Share Dealing Code"	means the code adopted by the Company for securities transactions by directors, employees and persons connected with them, as amended from time to time
"Share Incentive Scheme"	means any arrangement to provide employees or directors with shares.
"Shares"	means fully paid ordinary shares in the capital of the Company (or, following a reconstruction, demerger or reorganisation of the Company, shares or other securities representing such shares)
"Taxable Event"	means an event that gives rise to a liability for pay as you earn (PAYE) income tax and NICs (or the equivalent in any jurisdiction) in respect of Plan Shares, Partnership Share Money or any other aspect of the Plan.
"Tax Liability"	means any liability of the Company or any member of the Group to account for any income tax or social security contributions or any similar charges which may arise in connection with an Award.
"Tax Year"	means a period beginning on 6 April in one year and ending on 5 April in the following year.
"TCGA 1992"	means the Taxation of Chargeable Gains Act 1992.
"Trust"	means the trust known as the Tullow Oil UK Share Incentive Plan, set up and regulated by the Trust Deed.
"Trust Deed"	means the deed setting up the Trust dated 12 December 2002 between the Company and the Trustees, as amended from time to time
"Trustee"	means Equiniti Share Plan Trustees Limited or its successor as trustee under the Trust.