TULLOW OIL PLC

Remuneration Information • Apr 24, 2023

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author: Pinsent Masons
date: 2023-04-14 10:37:00+00:00

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Definitions And Interpretations

Eligibility

Grant Of Awards

Terms of grant

Type of Award

Method of grant

Dividend equivalents

Method of satisfying Awards

Timing of grant

Non-transferability and bankruptcy

Limits

10% in 10 years limit

5% in 10 years limit

Meaning of "allocated"

Post-grant events affecting numbers of "allocated" Shares

Changes to investor guidelines

Individual limit

Effect of limits

Restriction on use of unissued Shares and treasury Shares

Vesting Of Awards

Timing of Vesting: Normal Vesting Date

Extent of Vesting

Discretion to adjust Vesting outcomes

Notwithstanding any other provision of this Plan, and irrespective of whether and to what extent an Award would otherwise Vest, the Committee may adjust the number of Shares which may become Vested Shares in connection with any Award to such higher or lower number of Shares as it considers appropriate (which may include to nil, or to the maximum number of Shares over which that Award has been made, or any number of Shares falling between those two amounts) at any time when it considers that the number of Vested Shares that would otherwise result but for any adjustment pursuant to this Rule 5.3 would not be appropriate:

Restrictions on Vesting: regulatory and tax issues

Tax liability before Vesting

Payment of Tax Liability

Consequences Of Vesting

Options

Conditional Awards

Forfeitable Shares Award

Delivery of dividend equivalent

Exercise Of Options

Restrictions on the exercise of an Option: regulatory and tax issues

Exercise in whole or part

Method of exercise

Transfer or allotment timetable

Lapse of Options

Cash Alternative

Committee determination

Limitation on the use of this Rule

Cash equivalent

Payment of cash equivalent

Deductions

REDUCTION AND RECOVERY

Action that may be taken to give effect to reduction and recovery provisions

Triggers applicable throughout the Recovery Period

Cross-clawback

Extension of Recovery Period where investigations ongoing

Interpretation of Rule 9

Lapse Of Awards

Leavers

Good leavers before the Normal Vesting Date

Good leavers on or after the Normal Vesting Date

Cessation of employment in other circumstances

Leavers: reduction in number of Vested Shares

Meaning of ceasing employment

Death following cessation of employment

Takeovers And Other Corporate Events

General offers

Schemes of arrangement and winding up

Demergers and similar events

Internal reorganisations

Adjustment Of Awards

General rule

Method of adjustment

Adjustment below nominal value

Alterations

General rule on alterations

Shareholder approval

Exceptions to shareholder approval

Alterations to disadvantage of Participants

Miscellaneous

Employment

Disputes

Exercise of powers and discretions

Share rights

Notices

Third parties

Benefits not pensionable

Data Protection

To the satisfaction and under the direction of the Committee, all operations of this Plan and each Award shall include or be supported by appropriate agreements, notifications and arrangements in respect of Data Processing in connection with this Plan, in order to secure:

the Company's reasonable freedom to operate this Plan and for connected purposes; and

compliance with all data protection requirements applicable from time to time, including under the Data Protection Legislation and any relevant practices and policies of the Company.

Each Participant shall be made aware of applicable provisions under any relevant practices and policies of the Company and which are applicable in respect of Data Processing in connection with the Plan and of any related information or disclosure, as may be required or appropriate. This shall be done by way of such communications and measures as may be decided on the direction of the Committee, if necessary with the agreement of any independent joint data controller that will be party to those communications and measures.

Governing law

ADOPTION COPY

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

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

No new Awards may be made under this Plan after 24 May 2033.

In the Plan, unless the context otherwise requires:

Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

Where the context admits, a reference to the singular includes the plural.

Expressions in italics and headings are for guidance only and do not form part of the Plan.

An individual is eligible to be granted an Award only if they are an employee of a Participating Company, provided that an employee who is an executive director of the Company shall not be eligible to be granted an Award.

Subject to Rule 3.6 and Rule 4, the Committee may resolve to grant an Award on:

the terms set out in the Plan; and

such additional terms as the Committee may specify,

to any person who is eligible to be granted an Award under Rule 2.

The deed of grant (or other grant documentation, where relevant) prepared in respect of any Award in accordance with Rule 3.3 shall specify:

the form of the Award, being either an Option, a Conditional Award or a Forfeitable Shares Award;

the Grant Date;

the number of Shares in respect of which the Award has been made;

the Normal Vesting Date;

whether (and, if so, the basis on which) Dividend Equivalents will apply;

that it is a condition of the Award that the Participant:

indemnifies all Group Members against any Tax Liability; and

agrees that the provisions of Rule 9 shall apply to the Award; and

whether any other terms which are not set out in the rules of this Plan shall apply to the Award.

On or before the Grant Date, the Committee shall determine whether an Award shall be. If the Committee does not specify the type of an Award on or before the Grant Date then an Award shall be an Option with a nil Option Price.

An Award shall be granted as follows:

an Option or a Conditional Award shall be granted by deed executed by the Company (or in such other form as the Committee considers appropriate to grant the Option or the Conditional Award on a binding contractual basis);

if an Award is an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option; and

a Forfeitable Shares Award shall be granted by the procedure set out in the Appendix.

The Committee may decide on or before the grant of an Award that either:

a Participant (or the Participant's nominee) shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting. The Committee shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends. The Committee may also decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 6.4; or

it shall grant an Award on terms where the number of Shares comprised in an Award shall increase by deeming dividends that would have been paid on such Shares in respect of dividend record dates occurring within the period between the Grant Date and the date of Vesting to have been reinvested in additional Shares on such terms as the Committee shall decide.

This Rule shall not apply in the case of a Forfeitable Shares Award under which a Participant is entitled to receive dividends.

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

by the issue of new Shares;

by the transfer of treasury Shares; and/or

by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it is intended that an Award granted as an Option or a Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 4.

An Award may only be granted:

within the period of six weeks beginning with the dealing day after the date on which the Plan is approved by the shareholders of the Company; or

within the period of six weeks beginning with the dealing day after the date on which the Company announces its results for any period; or

at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant,

provided that an Award may not be granted:

at any time when Dealing Restrictions apply to prevent the grant of the Award; or

after 24 May 2033 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

If any Dealing Restrictions apply to prevent the grant of the Award at any of the times referred to in this Rule 3.6, then Awards may be granted as soon as reasonably practicable following the date on which any such Dealing Restrictions cease to apply.

An Award granted to any person:

shall not be transferred, assigned, charged or otherwise disposed of (except, on that person's death, to their personal representatives) and shall lapse immediately on any attempt to do so; and

shall, unless the Committee decides otherwise, lapse immediately if that person is declared bankrupt.

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10% of the ordinary share capital of the Company in issue at that time.

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other discretionary share plan adopted by the Company to exceed such number as represents 5% of the ordinary share capital of the Company in issue at that time.

For the purposes of Rules 4.1 and 4.2:

Shares are allocated:

when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; and

where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule 4.3; and

for the avoidance of doubt, existing Shares (other than treasury Shares) that are transferred or over which options, awards or other contractual rights are granted (without such options, awards or other contractual rights being capable of settlement with newly issued and/or treasury shares) shall not count as allocated.

For the purposes of Rule 4.3:

where:

any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

after the grant of an option, award or other contractual right the Committee determines that:

it shall be satisfied by the payment of cash equal to the gain made on its vesting or exercise; or

it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury),

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated and the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 if institutional investor guidelines cease to require such Shares to be so counted.

The maximum total market value of Shares (calculated as set out in this Rule 4.6) over which Awards may be granted to any employee during any financial year of the Company is 50% of that employee's salary (as defined in this Rule 4.6) unless Rule 4.6.2 applies.

If the Committee decides that exceptional circumstances exist, such as in relation to the recruitment or retention of an eligible employee, then the maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to that employee during a financial year of the Company is 75% of their salary (as defined in this Rule).

For the purpose of this Rule 4.6:

an employee's salary shall be taken to be their base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to that employee on the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and

the market value of the Shares over which an Award is to be granted shall be taken to be an amount equal to the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the middle market quotations during a period determined by the Committee not exceeding the period of five dealing days ending with the dealing day before the Grant Date provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Share Dealing Code.

Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.

No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option or the Vesting of any Conditional Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limits in Rules 4.1 and 4.2, except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

Subject to Rule 5.3, an Award shall ordinarily Vest on the Normal Vesting Date of that Award as determined by the Committee, except where earlier Vesting occurs on an Early Vesting Date under Rule 11 or Rule 12.

An Award shall only Vest to the extent:

permitted by any term imposed on the Vesting of the Award; and

in relation to Vesting before the Normal Vesting Date, as permitted by Rules 11.6 and 12.5,

and subject to any adjustment made pursuant to Rule 5.3 or the application of Rule 9.

for the relevant Participant or the Company and its group, taking into account overall financial or non-financial performance of the relevant Participant or the Company (or any member or business unit of the Company or any Group Member);

in the context of circumstances that were unexpected or unforeseen at the Grant Date; or

or for any other reason that the Committee considers appropriate to take into account.

An Award shall not Vest unless and until the following conditions are satisfied:

there are no Dealing Restrictions that would apply to prevent the Vesting of the Award, the issue or transfer of Shares to the Participant in satisfaction of such Vesting and/or the sale of Shares by the Participant immediately following the Vesting of such Award (whether pursuant to Rule 5.6 or otherwise);

if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.6, then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member will receive the amount of such Tax Liability;

the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award; and

where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 5.3, references to Group Member include any former Group Member.

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to the Participant's Award on their behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares that the Company is required to issue or transfer to the Participant in satisfaction of the Vesting or exercise of their Award shall be reduced accordingly. For the purposes of this Rule 5.5, references to Group Member include any former Group Member.

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of that Participant's Award on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesting, except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

An Option shall, subject to Rule 7.1, be exercisable in respect of Vested Shares during the period commencing on the date on which the Option Vests and ending on the day before the tenth anniversary of the Grant Date (or such shorter period as shall prevent a Tax Liability arising when the Option is granted or as the Committee shall determine on or before the Grant Date) subject to it lapsing earlier under Rule 11 or Rule 12.

On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.6 and any arrangement made under Rules 5.4.2 and 5.4.3, transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for the Participant).

On the Vesting of a Forfeitable Shares Award, the Vested Shares shall cease to be subject to the restrictions imposed on the Forfeitable Shares under the Plan and the Board shall, subject to Rule 5.6 and any arrangement made under Rules 5.4.2 and 5.4.3, transfer or procure the transfer of:

the legal title to the Vested Shares; and/or

any documents of title relating to the Vested Shares,

to the Participant (or a nominee for them) on or as soon as reasonably practicable after Vesting.

If the Committee decided under Rule 3.4 that a Participant would be entitled to the Dividend Equivalent in relation to Shares under their Award but did not decide at that time whether the Dividend Equivalent would be provided in the form of cash and/or Shares, then the Committee shall make such decision on or before the Vesting of the Award.

The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:

in the case of a cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable; or

in the case of a provision of Shares, Rule 5.3 and Rule 5.6 shall apply as if such provision was the Vesting of an Award.

An Option which has Vested may not be exercised unless the following conditions are satisfied:

there are no Dealing Restrictions that would apply to prevent the exercise of the Option, the issue or transfer of Shares to the Participant in satisfaction of such exercise and/or the sale of Shares immediately following such exercise (whether pursuant to Rule 7.4 or otherwise);

if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 7.4 then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member shall receive the amount of such Tax Liability;

the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the exercise of the Option; and

where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 7.1, references to Group Member include any former Group Member.

An Option may be exercised in full or in multiples of 100 Shares unless it is being exercised to the full extent outstanding.

The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.1, take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Board so permits, an undertaking to pay that amount).

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Option on their behalf to ensure that any relevant Group Member receives the amount required to discharge any Tax Liability which arises on such exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.4 and any arrangement made under Rules 7.1.2 and 7.1.3, transfer or procure the transfer to the relevant Participant (or a nominee for them) or, if appropriate, allot to them (or a nominee for them) the number of Shares in respect of which the Option has been exercised.

An Option which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not been exercised unless it lapses earlier under Rule 11 or Rule 12.

Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant (or their nominee), the Committee may determine that, in substitution for the Participant's right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of the Participant's right to acquire those Shares), they shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 8.3) of that number of Shares in accordance with the following provisions of this Rule 8.

Rule 8.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 8.1 would cause:

the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption; or

adverse tax or social security contribution consequences for the Participant or any Group Member as determined by the Board,

provided that this Rule 8.2 shall only apply if its application would prevent the occurrence of a consequence referred to in 8.2.1 or 8.2.2 above.

For the purpose of this Rule 8, the cash equivalent of a Share is:

in the case of a Conditional Award, the market value of a Share on the day when the Award Vests; and

in the case of an Option, the market value of a Share on the day when the Option is exercised reduced by the Option Price (if any) in respect of that Share.

Market value on any day shall be determined as follows:

if on the day of Vesting or exercise, Shares are quoted in the London Stock Exchange Daily Official List, the middle-market quotation of a Share, as derived from that List, on that day; or

if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

As soon as reasonably practicable after the Committee has determined under Rule 8.1 that a Participant shall be paid a sum in substitution for their right to acquire any number of Vested Shares:

the Company shall pay to the Participant or procure the payment to them of that sum in cash; and

if the Participant has already paid the Company for those Shares, the Company shall return to them the amount so paid by them.

There shall be deducted from any payment under this Rule 8 such amounts (on account of Tax Liabilities or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

Notwithstanding any other rule of the Plan, this Rule 9 applies to each Award and will continue to apply after the cessation of a Participant’s office or employment with a Group Member for any reason, whether or not any termination is lawful.

The Board may, where Rule 9.2 or 9.3 applies:

impose further conditions on an Award; and/or

reduce (including to nil) the number of Shares to which an Award relates,

at any time before the end of the Recovery Period in respect of such Award.

If Shares and/or cash have been delivered in satisfaction of an Award, the Committee may, where Rule 9.2 or 9.3 applies:

require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to them under the Award; and/or

require a Participant to transfer for nil consideration some or all of the Shares delivered to them under the Award,

at any time before the end of the Recovery Period in respect of an Award, and the Board will determine the basis on which the amount of cash or Shares is calculated including whether and if so to what extent to take account of any tax or social security liability applicable to the Award.

The Committee may take any of the actions set out in Rule 9.1 if the Board determines that any of the following circumstances have occurred or exist before the end of the Recovery Period:

a material misstatement of any Group Member’s financial results;

an error in assessing any condition applicable to the Award or in the information or assumptions on which the Award was granted or Vests;

serious misconduct on the part of the Participant;

serious reputational damage to any Group Member or a relevant business unit;

fraud on the part of the Participant;

a material corporate failure in any Group Member or a relevant business unit; or

any other circumstances that the Board considers to be similar in their nature or effect to those in this Rule 9.2.

The Board may take any of the actions set out in Rule 9.1 in order to effect the recovery of sums paid or Shares delivered under any malus or clawback provisions that are included in any incentive plan (including the Plan) operated by any Group Member.

If the action or conduct of any Participant, Group Member or relevant business unit is under investigation by the Company, or the Company has been notified by a third party that an investigation into such action or conduct has begun, before the end of the Recovery Period and such investigation has not been or is not expected to be concluded by that date, the Board may extend the Recovery Period to end on such later date as the Board considers appropriate to allow such investigation to be concluded.

For the purposes of this Rule 9, references to:

a Participant include former Participants; and

a Group Member or a relevant business unit include any former Group Member or former business unit.

An Award shall lapse:

in accordance with the Rules; or

to the extent it does not Vest under these Rules.

On the lapse of all or any part of a Forfeitable Shares Award, the beneficial interest (and, if appropriate, the legal interest) of the Forfeitable Shares in respect of which such Award has lapsed shall be transferred for no (or nominal) consideration to any person specified by the Board.

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:

death;

injury or disability evidenced to the satisfaction of the Committee;

the Participant's office or employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member; or

for any other reason, if the Committee so decides (in which case the Vesting of the Award in accordance with this Rule shall be to the extent and subject to such conditions as the Committee may determine);

then:

subject to Rule 5.3 and Rule 12, that Participant's Award shall Vest on the Early Vesting Date and Rule 11.4 shall apply; unless

the Committee decides that, subject to Rule 5.3 and Rule 12, that Participant's Award shall Vest on the Normal Vesting Date and Rule 11.4 shall apply; and

an Award in the form of an Option which Vests under (a) or (b) above may, subject to Rule 7.1, Rule 11.6 and Rule 12, be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

If a Participant who holds an Option ceases to be a director or employee of a Group Member on or after the Normal Vesting Date for a reason specified in Rule 11.1 then, subject to Rule 7.1 and Rule 12, that Option shall continue to be exercisable for a period of 12 months commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified in Rules 11.1 and 11.2 than any Award held by that Participant shall lapse immediately on such cessation.

Where an Award Vests on or after a Participant ceasing to be a director or employee of a Group Member, the Committee shall determine the number of Vested Shares of that Award by applying a pro rata reduction to the number of Shares subject to the Award based on the number of months (rounded up to a whole number) in the period of time commencing on the Grant Date and ending on the date of cessation relative to the period commenting on the Grant Date and ending on the Normal Vesting Date (or on such other basis as the Committee may determine) unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares subject to the Award.

If an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a director or employee of a Group Member then this Rule 11.4 shall take precedence over Rule 12.5.

A Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member until such time as they are no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before the Vesting of their Award in circumstances where they retain a statutory right to return to work then they shall be treated as not having ceased to be such a director or employee until such time (if at all) as they cease to have such a right to return to work while not acting as an employee or director.

The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 11.1 to 11.3 regardless of whether such termination was lawful or unlawful.

If a Participant dies following cessation of employment in circumstances where their Award did not lapse but it has not Vested by the time of their death, it shall Vest immediately on the Participant's death to the extent determined by reference to the time of cessation in accordance with Rule 11.1.

An Award in the form of an Option that Vests under this Rule may, subject to Rule 7.1 and Rule 12, be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

If any person (or group of persons acting in concert):

obtains Control of the Company as a result of making a general offer to acquire Shares; or

having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,

the Board shall within seven days of becoming aware of that event notify every Participant of it and, subject to Rule 12.4, the following provisions shall apply:

subject to Rule 5.3, all Awards shall Vest on the date of such notification if they have not then Vested and Rule 12.5 shall apply; and

any Option may, subject to Rule 7.1, be exercised within one month of the date of such notification (or, if shorter, until the expiry of the Exercise Period), but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

In the event that:

a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in connection with or for the purposes of a change in Control of the Company;

the Company passes a resolution for a voluntary winding up of the Company; or

an order is made for the compulsory winding up of the Company,

all Awards shall, subject to Rule 5.3 and Rule 12.4, Vest on the date of such event if they have not then Vested and Rule 12.5 shall apply.

If an event as described in this Rule occurs then an Option may, subject to Rule 7.1 and Rule 12.4, be exercised within one month of such event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions shall apply:

the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under Rule 11, their Award Vests and, if relevant, their Option may, subject to Rule 7.6 and Rule 11, be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;

if an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such event does not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and

if the Committee decides that an Award Vests under this Rule 12.3 then the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 12.5 shall apply.

In the event that:

a company (the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in Rule 12.1 or a compromise or arrangement referred to in Rule 12.2.1; and

at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company,

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

Corporate events: reduction in number of Vested Shares

If an Award Vests under any of Rules 12.1 to 12.3, the Committee shall determine the number of Vested Shares of that Award, subject to Rule 11.4, by applying a pro rata reduction to the number of Shares subject to the Award based on the period of time after the Grant Date and ending on the Early Vesting Date relative to the period commencing on the Grant Date and ending on the Normal Vesting Date unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares subject to the Award

In the event of:

any variation of the share capital of the Company; or

a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,

the Committee may make such adjustments as it considers appropriate under Rule 13.2.

An adjustment made under this Rule shall be to one or more of the following:

the number of Shares comprised in an Award;

subject to Rule 13.3, the Option Price; and

where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

An adjustment under Rule 13.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

to apply that sum in paying up such amount on such Shares,

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

Except as described in Rule 14.2 and Rule 14.4 the Committee may at any time alter the Plan or the terms of any Award.

Except as described in Rule 14.3, no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 14.1 to the provisions concerning:

eligibility;

the individual limits on participation;

the overall limits on the issue of Shares or the transfer of treasury Shares;

the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;

the adjustments that may be made in the event of any variation of capital; and

the terms of this Rule 14.2,

without the prior approval by ordinary resolution of the members of the Company in general meeting.

Rule 14.2 shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member.

No alteration to the material disadvantage of Participants shall be made under Rule 14.1 unless:

the Board shall have invited every relevant Participant to indicate whether or not they approve the alteration; and

the alteration is approved by a majority of those Participants who have given such an indication.

The rights and obligations of any individual under the terms of their office or employment with any Group Member shall not be affected by their participation in the Plan or any right which they may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted, nor that a Participant has any right to receive any further Award.

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Where Vested Shares are transferred to Participants (or their nominee) or, in the case of Forfeitable Shares, released from their restrictions under the Plan, Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.

Any notice or other communication under or in connection with the Plan may be given:

by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to their last known address, or, where that individual is a director or employee of a Group Member, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of ther office or employment;

in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

by such other method as the Board determines.

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

Benefits provided under the Plan shall not be pensionable.

The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

CASH CONDITIONAL AWARDS

The Rules of the Plan shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail:

the Committee may grant or procure the grant of a Cash Conditional Award;

each Cash Conditional Award shall relate to a given number of notional Shares;

on the Vesting of the Cash Conditional Award the holder of that Award shall be entitled to a cash sum which shall be equal to the "Cash Value" of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of Vesting of the Cash Conditional Award. For the purposes of this Schedule, the market value of a Share on any day shall be determined in accordance with Rule 8.3;

the cash sum payable under paragraph 3 above shall be paid by the employer of the Participant as soon as practicable after the Vesting of the Cash Conditional Award, net of any deductions (on account of tax or similar liabilities) as may be required by law; and

for the avoidance of doubt, a Cash Conditional Award shall not confer any right on the holder of such an Award to receive Shares or any interest in Shares.

grant of a forfeitable shares award

On or before the grant of a Forfeitable Shares Award, each employee selected for such an Award must enter into an agreement with the Company under the terms of which the employee agrees both in respect of the Shares comprised in the Award at the Grant Date and any additional Shares that may become subject to the Award under Rule 3.4:

to have full beneficial ownership of the Shares;

unless the Committee decides otherwise, to waive their right to all cash and scrip dividends on the Forfeitable Shares until Vesting;

that they will not assign, transfer, charge or otherwise dispose of any Forfeitable Shares or any interest in such Forfeitable Shares until Vesting save as otherwise required by the Rules;

if required by the Committee, to enter into any elections under Part 7 of ITEPA and any election to transfer, or any agreement to pay, secondary Class 1 National Insurance contributions in relation to their Forfeitable Shares; and

to sign any documentation to give effect to the terms of the Forfeitable Shares Award. The date of such agreement shall be the Grant Date of the Forfeitable Shares Award.

On the Grant Date (or as soon as practicable after the payment date of the relevant dividend in the case of additional Shares that are to become subject to the Forfeitable Shares Award under Rule 3.4) either the legal ownership of the Forfeitable Shares shall be held on the Participant's behalf by a nominee as chosen from time to time by the Committee or the Participant shall deposit the share certificate (or any other document of title) relating to the Forfeitable Shares together with a signed but otherwise uncompleted instrument of transfer with such person as the Committee may from time to time decide.

"Appendix"	means the Appendix to this Plan setting out the terms applicable to any Forfeitable Shares Award
"Award"	means an Option, a Conditional Award or a Forfeitable Shares Award
"Board"	means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person
"Committee"	means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12, the remuneration committee of the Board as constituted immediately before such event occurs
"Company"	means Tullow Oil plc (registered in England and Wales with registered number 03919249)
"Conditional Award"	means a conditional right to acquire Shares granted under the Plan
"Control"	means control within the meaning of section 719 of ITEPA
"Data Processing"	has the meaning set out in the applicable Data Protection Legislation
"Data Protection Legislation"	means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding provision or restriction (as amended, consolidated or re-enacted from time to time) in any jurisdiction which relates to the protection of individuals with regards to the processing of personal data, including Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (as retained in UK law pursuant to the European Union (Withdrawal) Act 2018) and any code of practice or guidance published by the UK Information Commissioner’s Office (or any successor body) from time to time
"Dealing Restriction"	means any restriction(s) imposed by MAR, the Share Dealing Code, the Listing Rules issued by the FCA, the City Code on Takeovers and Mergers or any other relevant requirement, guideline, regulation or law
"Dividend Equivalent"	means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4
"Early Vesting Date"	means either:
the date of cessation of employment or office of a Participant in the circumstances referred to in Rules 11.1 and 11.2; or
the date of notification referred to in Rule 12.1, the date of the relevant event in Rule 12.2 or the date of Vesting referred to in Rule 12.3
"Exercise Period"	means the period referred to in Rule 6.1 during which an Option may be exercised
"Forfeitable Shares"	means Shares comprised in a Forfeitable Shares Award which are subject to certain restrictions and forfeiture under the Plan
"Forfeitable Shares Award"	means the transfer of the beneficial interest in Forfeitable Shares to a Participant and the subsequent holding of that interest in accordance with the Plan
"Grant Date"	means the date on which an Award is granted
"Group Member"	means:
a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and
any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose
"ITEPA"	means the Income Tax (Earnings and Pensions) Act 2003
"Listing Rules"	means the Listing Rules published by the United Kingdom Financial Conduct Authority
"London Stock Exchange"	means London Stock Exchange plc or any successor to that company
"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
"Normal Vesting Date"	means the date on which an Award Vests under Rule 5.1
"Option"	means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2
"Option Price"	means the amount, if any, payable on the exercise of an Option
"Participant"	means a person who holds an Award including that person's personal representatives
"Participating Company"	means the Company or any Subsidiary of the Company
"Plan"	means the Tullow Oil plc 2023 Employee Share Award Plan as amended from time to time
"Recovery Period"	Means, subject to Rule Error! Reference source not found., the period beginning on the Grant Date and ending on the third anniversary of the Normal Vesting Date, or such other period as the Board may determine on or before the Grant Date;
"Rule"	means a rule of the Plan
"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
"Shares"	means fully paid ordinary shares in the capital of the Company
"Subsidiary"	means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006)
"Tax Liability"	means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority
"Vest"	means:
in relation to an Option, it becoming exercisable;
in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to them (or their nominee) subject to the Rules; and
in relation to a Forfeitable Shares Award, the restrictions imposed on the Forfeitable Shares under the Plan ceasing to apply,
and "Vesting" shall be construed accordingly
"Vested Shares"	means those Shares in respect of which an Award Vests