Harbour Energy PLC — AGM Information 2021

Jun 23, 2021

HARBOUR ENERGY PLC (the "Company")

Ordinary & Special Resolutions

Passed on 23 June 2021

The Companies Act 2006

At the Annual General Meeting of the Company, duly convened and held at 23 Lower Belgrave Street, London, SW1W 0NR on Wednesday 23 June 2021, the following resolutions (Special Business) were passed by the members entitled to attend and vote at the Meeting:

Ordinary Resolution No.4 – Amendments to Incentive Plans

"THAT the amendments to the Harbour Energy 2017 Long Term Incentive Plan, be and are hereby approved

Ordinary Resolution No. 18 – Donations to Political organisations and political expenditure

"THAT the Company, and those companies which are subsidiaries of the Company at any time during the period for which this Resolution has effect, be authorised in accordance with Sections 366 and 367 of the Companies Act 2006 (the 'Act') to:

• a) make political donations to political parties and/or independent election candidates, not exceeding £50,000 in total;
• b) make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
• c) incur political expenditure, not exceeding £50,000 in total;

(as such terms are defined in Sections 363 to 365 of the Act) during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2022, provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £50,000."

Ordinary Resolution No.19 – Share Consolidation

"THAT subject to and conditional upon the admission of the New Ordinary Shares of 0.002 pence each to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities becoming effective, each of the Existing Ordinary Shares of 0.0001 pence which at 6.00pm on 24 June 2021 (or such later date as the Directors of the Company may determine and communicate to shareholder via an appropriate announcement to a Regulatory News Service) are shown in the books of the Company to be in issue or held in treasury shall be consolidated into New Ordinary Shares on the basis of every 20 Existing Ordinary Shares being consolidated into one New Ordinary Share, with each New Ordinary Share having the same rights as the Existing Ordinary Shares, provided that:

a) Where such consolidation results in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share to which other members of the Company may be entitled;

• b) The Directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) to any person, on behalf of the relevant members, all the New Ordinary Shares representing such fractions with the proceeds of sale being retained by the Company; and
• c) Any director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such New Ordinary Shares on behalf of the relevant members and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares."

Ordinary Resolution No. 20 – Authority to allot shares

"THAT the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company pursuant to, and in accordance with, Section 551 of the Act, to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

• a) up to a nominal amount of £6,170 (such amount to be reduced by the nominal amount allotted or granted under part b) below in excess of such sum); and
• b) comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal amount of £12,340 (such amount to be reduced by any allotments or grants made under part a) above) in connection with an offer by way of a rights issue:
  • 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, if the Directors otherwise consider it necessary, as permitted by the rights of those securities,

and so that the Directors 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, provided that these authorities shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022 or at the close of business on 22 September 2022, whichever is the sooner, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authorities conferred hereby had not expired."

Special Resolution No. 21 – Disapplication of pre-emption rights in respect of up to 5% of the Company's issued share capital

" THAT if Resolution 20 is passed, the Directors be given powers pursuant to Section 571 of the Act, to allot equity securities (within the meaning of Section 560(1) of the Act) for cash under the authority conferred by Resolution 20 and/or sell Ordinary Shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited:

• a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an authority granted under part b) of Resolution 20, by way of a rights issue only):
  • (i) to Ordinary shareholders (excluding any shareholder holding shares as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares; and
  • (ii) to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any such 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

b) in the case of the authority granted under part a) of Resolution 20 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than pursuant to sub-paragraph a) above) of equity securities or sale of treasury shares up to a nominal amount of £925,

such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2022 or at the close of business on 22 September 2022, whichever is the sooner, save that, in each case, the Company may during this period make offers and enter into agreements which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired."

Special Resolution No. 22 – Disapplication of pre-emption rights in respect of an additional 5% of the Company's issued share capital for the purposes of acquisitions or capital investments

"THAT if Resolution 20 is passed, the Directors be given the power in addition to any power granted under Resolution 20 and 21 to allot equity securities (within the meaning of Section 560(1) of the Act) for cash under the authority conferred by Resolution 20 and/or sell Ordinary Shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:

• a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £925; and
• b) used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this document,

and such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2022 or at the close of business on 22 September 2022, whichever is the sooner, save that, in each case, the Company may during this period make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired."

Special Resolution No. 23 – New Articles of Association

"THAT the New Articles of Association produced to the meeting (and initialled by the Chair for the purpose of identification) are adopted in substitution for, and to the exclusion of the Existing Articles of Association, with effect from the conclusion of the AGM."

Special Resolution No. 24 – Reduced notice of a meeting other than an annual general meeting

"THAT a general meeting of the Company (not being an Annual General Meeting) may be called on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022."