Harbour Energy PLC — AGM Information 2021

Jan 12, 2021

Company No: SC234781

PREMIER OIL PLC (the "Company")

Ordinary & Special Resolutions

Passed on 12 January 2021

The Companies Act 2006

In these resolutions (the "Resolutions") expressions and terms not defined herein shall have the meanings they are given in the circular sent to shareholders of the Company on 16 December 2020 (the "Circular"), in connection with the proposed all-share merger with Chrysaor and reorganisation of the Company's existing debt and cross-currency swaps.

At a GENERAL MEETING of the Company duly convened and held on 12 January 2021, the following Resolutions were duly passed:

Ordinary Resolution No.1 – Approval of the proposed merger of Chrysaor and the Company

"THAT:

• (i) the proposed merger of Chrysaor and the Company on the terms and subject to the conditions set out in the Merger Agreement; and
• (ii) all other associated agreements and ancillary arrangements related to the Merger Agreement,

in each case be and are hereby approved and that the directors of the Company be and are hereby authorised to take all such steps as may be necessary, expedient or desirable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (provided such modifications, variations or amendments are not of a material nature) as they shall deem necessary, expedient or desirable."

Ordinary Resolution No.2 – Approval of the Rule 9 waiver granted by the Takeover Panel

"THAT, the waiver granted by the Panel of the obligation which may otherwise arise pursuant to Rule 9 of the Takeover Code on any member of the Concert Party to make a general offer for the entire issued share capital of the Company as a result of:

• (i) the issue to the Concert Party of the Consideration Shares attributable to their shares in Chrysaor, pursuant to the Merger Agreement; and/or
• (ii) any increase in the percentage of shares in the Company in which any member of the Concert Party is interested resulting from the exercise by the Company of any or all of the Buyback Authority,

be and is hereby approved, subject to, in the case of (ii) only: (a) such approval expiring at the conclusion of the first annual general meeting of the Company that takes place after Completion, and (b) Harbour being interested in a maximum of 45.14 per cent. of the issued share capital of the Company excluding treasury shares."

Ordinary Resolution No.3 – Authority to allot relevant securities in connection with the Merger and Debt Restructuring

"THAT:

• (i) the Company's directors be and are hereby generally and unconditionally authorised, without prejudice to the authority conferred on the directors of the Company at the last annual general meeting of the Company, to exercise all powers of the Company in accordance with section 551 of the Companies Act 2006 to allot, shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £17,733.21 in connection with the Merger, the Debt Restructuring, the Top-Up Election, the New Equity Warrants and the New Warrant Shares, such power to apply until 12 March 2022 unless previously renewed, varied or revoked by the Company in general meeting, but in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require relevant securities to be allotted after the authority expires and the directors of the Company may allot relevant securities under any such offer or agreement as if the authority had not expired;
• (ii) the directors be and are hereby generally and unconditionally authorised, without prejudice to the authority conferred on the directors of the Company at the last annual general meeting of the Company or Resolution 3(i) above, to exercise all powers of the Company in accordance with section 551 of the Companies Act 2006 to allot, shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £740.43 in order to give effect to the customary anti-dilution provisions contained in the New Equity Warrant Deed Poll, in addition to the amount set out in Resolution 3(i), in the event that such customary anti-dilution provisions require the Company to allot additional Ordinary Shares to holders of the New Equity Warrants (in accordance with the terms of the New Equity Warrant Deed Poll), such power to apply until 12 March 2022 unless previously renewed, varied or revoked by the Company in general meeting, but in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require relevant securities to be allotted after the authority expires and the directors of the Company may allot relevant securities under any such offer or agreement as if the authority had not expired; and
• (iii) the directors be and are hereby generally and unconditionally authorised to allot Creditor Shares (including Creditor Shares issued pursuant to the Top-Up Election at a price equal to US\$0.1144 per share, which based on the applicable foreign exchange rate as at the Latest Practicable Date, was equal to 8.57 pence per Ordinary Share representing a discount of 60.32 per cent.), each as described in the Prospectus and the Circular."

Ordinary Resolution No.4 – Approval of the Subdivision of existing Ordinary Shares

"THAT, each Ordinary Share of 12.5 pence each in the capital of the Company in issue at the Subdivision Record Date be subdivided into one Ordinary Share of 0.0001 pence each and one Non-Voting Deferred Share of 12.4999 pence each, with each such Non-Voting Deferred Share having the rights and restrictions set out below:

"A Non-Voting Deferred Share of 12.4999 pence each in the capital of the Company (the ''Non-Voting Deferred Shares'') shall have the following rights and be subject to the following restrictions:

• (i) holders of Non-Voting Deferred Shares shall have no entitlement as such to any dividend or (save as provided in (ii) below) any other distribution or return of capital and shall not be entitled to any further or other right of participation in the assets of the Company;
• (ii) the entitlement of a holder of a Non-Voting Deferred Share to participate on a return of assets on a winding up of the Company shall be limited to the repayment of the amount paid up or credited as paid up on such share to a maximum of 12.4999 pence per share and shall be paid only after the holders of any and all Ordinary Shares then in issue shall have received payment in respect of such amount as is paid up or credited as paid up on those Ordinary Shares held by them at that time plus the payment of £10,000,000 for every Ordinary Share paid up or credited as paid up on those Ordinary Shares;
• (iii) the holders of the Non-Voting Deferred Shares shall have no right as such to receive notice of or to attend or vote at any general meeting of the Company;
• (iv) the Non-Voting Deferred Shares shall not be transferable (unless such a transfer is authorised by the Directors);
• (v) holders of Non-Voting Deferred Shares shall not be entitled to receive any share certificate in respect of their holdings;
• (vi) any cancellation of the Non-Voting Deferred Shares for no consideration by way of reduction of capital shall not involve a variation or abrogation of the rights attaching thereto;
• (vii) the Company shall have the irrevocable authority to appoint any person to execute on behalf of the holders of the Non-Voting Deferred Shares a transfer thereof and/or an agreement to transfer and/or to purchase the same and to execute any other documents which such person may consider necessary or desirable to effect such transfer and/or purchase, in each case without obtaining the sanction of the holder(s) and for an aggregate payment of 0.0001 pence in respect of the total number of Non-Voting Deferred Shares being made in respect of such acquisition; and
• (viii) the rights attached to the Non-Voting Deferred Shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares or by any amendment or variation of the rights of any other class of shares of the Company."."

Ordinary Resolution No.5 – Authority to allot relevant securities in substitution for the similar authority provided at the 2020 AGM

"THAT, with effect from the day following completion of the Merger and the Debt Restructuring, in substitution for the allotment authority conferred on the directors of the Company at the last annual general meeting of the Company (but without prejudice to any allotments made pursuant to that authority) and in addition to the amount set out in Resolution 3 above, the directors of the Company be generally and unconditionally authorised to exercise the powers of the Company pursuant to, and in accordance with, section 551 of the Companies Act 2006, to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company:

• (i) up to an aggregate nominal amount of £6,170.22 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (ii) below in excess of such sum); and
• (ii) comprising equity securities (as defined in the Companies Act 2006) up to a further aggregate nominal amount of £12,340.44 (such amount to be reduced by any allotments or grants made under paragraph (i) above) in connection with an offer by way of a rights issue:
  • (1) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and
  • (2) to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to apply until 12 March 2022 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the directors of the Company may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired."

Special Resolution No. 6 – Authority to disapply pre-emption rights in respect of the Merger and Debt Restructuring

"THAT, the Company's directors be and are hereby generally and unconditionally authorised, without prejudice to the authority conferred on the directors of the Company at the last annual general meeting of the Company, to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority granted by Resolution 3 and/or pursuant to section 573 of the Companies Act 2006 to sell Ordinary Shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, to the extent required in connection with the Merger, the Debt Restructuring, the Top-Up Election, the New Equity Warrants and the New Warrant Shares such authority to apply until 12 March 2022 unless previously renewed, varied or revoked by the Company in general meeting, but during this period the Company may make offers, and enter into agreements, which would, or might, require relevant securities to be allotted after the authority expires and the directors of the Company may allot relevant securities under any such offer or agreement as if the authority had not expired."

Special Resolution No. 7 – Authority to disapply pre-emption rights in substitution for the similar authority provided at the 2020 AGM

"THAT, with effect from the day following completion of the Merger and the Debt Restructuring, in substitution for the equivalent authority conferred on the directors of the Company at the last annual general meeting of the Company (but without prejudice to any allotments made pursuant to that authority), and subject to the passing of Resolution 5, the directors of the Company be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by Resolution 5 and/or pursuant to section 573 of the Companies Act 2006 to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of an authority granted under paragraph (ii) of Resolution 5, by way of a rights issue only):

• (i) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities, as required by the rights of those securities, or as the directors of the Company otherwise consider necessary,

and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(iii) in the case of the authority granted under paragraph (i) of Resolution 5 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under Resolution 5 above) up to a nominal amount of £925.53,

such authority to apply until 12 March 2022 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired."

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Rachel Rickard Company Secretary