Harbour Energy PLC — Capital/Financing Update 2013

Dec 10, 2013

FORMALITIES CERTIFICATE

Premier Oil plc
(the "Company")
(registered in Scotland, under number SC234781)
Registered office: 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN

9 December 2013

To: Deutsche Trustee Company Limited, as Trustee
Barclays Bank plc, Canaccord Genuity Limited and Lloyds Bank plc, as Joint Lead Managers

I, Simon Charles Lockett, being an authorised signatory of the Company being duly authorised by the Company to deliver this certificate hereby certify, without personal liability, that:

1. the attached hereto marked A and B are correct and complete copies of the following documents which remain in full force and effect and have not been amended or superseded as at the date of this certificate:

(A) a copy of a resolution of a duly authorised committee of the Company (the "Committee"); and
(B) a copy of a resolution of the board of directors of the Company constituting the Committee; and

1. the constitutional documents of the Company previously delivered on 18 November 2013 have not been amended and remain in full force and effect.

Signed: _______ (Director)
for and on behalf of:
Premier Oil plc

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No. SC234781

Premier Oil plc

(the "Company")

Minutes of a Meeting of a duly authorised Committee of the Board of Directors of the Company held at The Grand Hotel Jersey, Esplanade, St Helier, Jersey JE2 3QA on Friday 22nd November 2013 at 1.30 p.m.

Present:	A R C Durrant	(Chairman)
	S C Lockett	(by telephone)
	D C Lindsell	(by telephone)
In attendance:	S C Huddle	(Company Secretary

1. Quorum and Directors interests

1.1 The Chairman reported that notice of the meeting had been duly given to each member of the Committee (each a "Director" and together, the "Directors") and that a quorum was present as required by the Articles of Association of the Company. Accordingly, the Chairman declared that the meeting was duly convened.

1.2 Each Director with an interest in the business to be transacted at the meeting declared it in accordance with section 177 of the Companies Act 2006 (the "Act") and the Articles of Association of the Company. It was noted that the Company's Articles of Association permit the Directors who were so interested to nonetheless count towards the quorum for the purposes of the meeting and to vote on the matters to be transacted at the meeting.

2. Background and Introduction

2.1 The Chairman noted that at a meeting of the Board of Directors of the Company held on 17 October 2013 the Board had:

(A) approved in principle the Company's proposed establishment, for the purpose of carrying out its business, of a £500,000,000 Euro Medium Term Note Programme (the "Programme") to issue euro medium term notes (the "Notes") which would be listed on the Regulated Market of the London Stock Exchange; and

(B) established the Committee and authorised the Committee (with express power to sub-delegate) and with all powers, authorities and discretions of the Board as may be necessary to progress, negotiate, deal with, finalise, approve and implement all matters arising from and/or relating to the establishment and maintenance of the Programme, the issuance of any Notes under the Programme (including, without limitation, a series of retail bonds) and any update, amendment, supplement or renewal of the Programme,

and an extract from the minutes of that meeting of the Board was produced to the meeting.

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2.2 The Chairman noted that pursuant to a resolution of a meeting of the Committee held on 14 November 2013, the Committee approved the establishment of the Programme, that the Programme has been established and that the base prospectus in relation to the Programme had been approved by the UK Listing Authority on 18 November 2013.

2.3 The Committee noted that the meeting had been convened in order to consider and, if thought appropriate, approve the issuance of retail bonds under the Programme, being the first issuance of Notes under the Programme (the “Retail Bond Issue”) which would be listed on the Official List and admitted to trading on the Regulated Market of the London Stock Exchange and through the order book for retail bonds market.

3. Consideration of the Retail Bond Issue

3.1 The Chairman reported that the Retail Bond Issue involved the issuance by the Company of retail bonds under the Programme (the “Retail Bonds”).

3.2 The Chairman referred the Committee to the draft of the term sheet in respect of the Retail Bonds (the “Term Sheet”). The Chairman drew the Directors’ attention to the fact that the Term Sheet was still in draft form and contained only indicative terms of the Retail Bonds and that the Retail Bonds may be issued on different terms to the terms outlined in the Term Sheet.

3.3 Latest drafts of the following documents (the “Retail Bond Documents”) were produced to the meeting:

(A) the Final Terms of the Retail Bond Issue; and

(B) the form of the subscription agreement (as set out in Schedule G of the dealer agreement entered into on 18 November 2013 by: (i) the Parent as issuer; (ii); the Company and certain other subsidiaries of the Parent as subsidiary guarantors; (iii) Lloyds Bank plc as arranger of the Programme and (iv) the permanent dealers under the Programme (the “Dealer Agreement”)) to be entered into between (i) the Company as issuer; (ii) certain subsidiaries of the Company as subsidiary guarantors; and (iii) Lloyds Bank plc, Barclays Bank PLC and Canaccord Genuity Limited as joint lead managers.

3.4 The Directors considered the terms of the Term Sheet, the Retail Bond Documents and the obligations of the Company under them in detail. In particular, the following matters were noted:

(A) the aggregate principal amount of the Retail Bonds would be up to £300 million;

(B) the tenor of the Retail Bonds would be no longer than 12 years;

(C) the rate of interest payable on the Retail Bonds would be a fixed rate of up to 6 per cent. per annum;

(D) the Retail Bonds would be admitted to trading on the Regulated Market of the London Stock Exchange and through the Order Book for Retail Bonds; and

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(E) the obligations of the Company as issuer of the Retail Bonds would be guaranteed by certain subsidiaries of the Company as Subsidiary Guarantors (as defined in the Dealer Agreement).

4. Resolutions

4.1 Having carefully considered the benefits to the Company resulting from the Retail Bond Issue and the entry into the Retail Bond Documents and noting that the Retail Bond Documents were on arm's length bona fide commercial terms and were being entered into in good faith in furtherance of the Company's objects and its Memorandum of Association and for the purpose of carrying on the Company's business and that the Retail Bond Issue and the entry into the Retail Bond Documents would promote the success of the Company for the benefit of its members as a whole, the Directors agreed to approve the Retail Bond Issue, the Company's entry into the Retail Bond Documents and the transactions contemplated therein.

4.2 After further careful consideration of the terms and conditions of the Retail Documents and of the Directors' general duties, including with particular regard to the Directors' statutory duty to promote the success of the Company for the benefit of its members, stakeholders and creditors as set out in section 172 of the Act, the Committee resolved that:

(A) the Retail Bond Issue is in the best interests of the Company and is hereby approved;

(B) the issuance of the Retail Bonds is hereby approved;

(C) the Retail Bond Documents and the transactions contemplated by them be and are hereby approved in the form produced to the meeting, subject to such amendments as may be approved by any Director or the secretary of the Company (such approval, where applicable, being conclusively evidenced by the execution on behalf of the Company of such Retail Bond Documents in accordance with these resolutions);

(D) the applications for admission to the Official List of the UK Listing Authority and to trading on the Regulated Market of the London Stock Exchange of the Retail Bonds be and are hereby approved;

(E) any Director or the Secretary of the Company be and are hereby authorised to negotiate, finalise and approve the Retail Bond Documents and any:

(i) documents required by the London Stock Exchange or the UK Listing Authority or similar document;

(ii) other documents, including but not limited to any agreements, deeds, applications and certificates; and

(iii) amendments and/or supplements to any of the foregoing,

in each case as may be deemed by such Director or the Secretary of the Company to be necessary or desirable in connection with the Retail Bond Issue, any and all such documents together with the Retail Bond Documents being the

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"Transaction Documents" (such approval, where applicable, being conclusively evidenced by the execution on behalf of the Company of such Transaction Documents in accordance with these resolutions);

(F) the Company execute, deliver (where applicable) and perform the Transaction Documents;

(G) any Director be and is hereby authorised to execute and deliver on behalf of the Company (whether under hand or under seal), or otherwise effect the entry by the Company into, any Transaction Document to which the Company is a party;

(H) any two Directors or any one Director and the Secretary of the Company or any Director in the presence of a witness be and are hereby authorised to execute and deliver on behalf of the Company any Transaction Document which is required to be executed as a deed; and

(I) any one Director or the Secretary of the Company be and is hereby authorised to:

(i) do all such further things as he or she may (in his or her absolute discretion) consider necessary, appropriate or desirable in connection with the Retail Bond Issue, including without limitation, the approval and/or authorisation and/or execution and/or certification and/or delivery of any documents, deeds or notices;

(ii) do any act, matter or thing required or requested by any governmental, regulatory or administrative authority in connection with the Retail Bond Issue; and

(iii) do all such other things and/or execute all such other documents as he or she may determine (generally or specifically) (in his or her absolute discretion) as being necessary, appropriate or desirable in connection with any of the foregoing.

5. Close of meeting

There being no further business, the meeting was declared closed.

Chairman

518331195

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Company No: SC234781

PREMIER OIL PLC

("the Company")

Extract of the minutes of a Meeting of the Board of Directors of the Company

held at 23 Lower Belgrave Street, London SW1W 0NR

on Thursday 17th October 2013 at 9.30 am

| Present: | Mr J Darby
Ms J Hinkley
Mr D C Lindsell
Mr M Romieu
Mr S C Lockett
Mr R A Allan
Mr A R C Durrant
Mr N Hawkings
Mr A Lodge | (Chairman) |
| --- | --- | --- |
| In Attendance: | Mr S C Huddle | (Company Secretary) |

6.0 FINANCING UPDATE

A sterling UK retail bond prospectus has been submitted to the UKLA with an expected launch for the transaction in mid to late November. The terms of this Bond were summarised. Mr Durrant noted that the prospectus requires the company to take responsibility for its contents rather than an equity issue where the Directors take personal responsibility for the prospectus. He noted that the covenants in the Bond are lighter than those in our existing financing. Copies of the draft prospectus were made available to the Board and, following discussion, it was noted that the Company intends to establish, for the purpose of carrying out its business, a Euro Medium Term Note Programme of up to £500 million (the "Programme") to issue euro medium term notes (the "Notes") and that the Notes are proposed to be listed on the Regulated Market of the London Stock Exchange. An initial draft of the base prospectus for the Programme (the "Base Prospectus") was produced to the meeting. It was further noted that once the Programme is established, Notes will be issued in series with the terms and conditions for each series of Notes to be set out in a supplement for each series (the "Final Terms"). It was noted that the Company proposed to issue a series of retail bonds (the "Retail Bonds") as Notes under the Programme and that the Company may issue other series of Notes under the Programme from time to time.

It was noted that the Company intends to establish a committee of the Board of Directors in order to progress, negotiate, deal with, finalise, approve and implement all matters relating to the Programme and any Notes issued under the Programme (including, without limitation, the Retail Bonds).

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The meeting having considered carefully the Base Prospectus and after detailed discussion it was resolved that:

(A) after consideration of the matters referred to in section 172(1) of the Companies Act 2006, approving and establishing the Programme would promote the success of the Company for the benefit of its members as a whole;

(B) pursuant to Article 104 of the Company's Articles of Association, a committee of the Board of Directors be established consisting of David Lindsell, Simon Lockett and Tony Durrant (the "Committee"); and,

(C) the Committee be authorised (with express authority to sub-delegate) on behalf of the Company and with all powers, authorities and discretions of the Board of Directors as may be necessary, to progress, negotiate, deal with, finalise, approve and implement all matters arising from and/or relating to the establishment and maintenance of the Programme, the issuance of any Notes under the Programme (including, without limitation, the Retail Bonds) and any update, amendment, supplement or renewal of the Programme including, without limitation, to:

(i) decide whether the Company should establish the Programme and issue any series of Notes (including, without limitation, the Retail Bonds);

(ii) negotiate, finalise and approve any and all documents, including, without limitation: (i) the Base Prospectus, any supplemental or drawdown prospectus, any Final Terms for any series of Notes, any trust deed, any paying agency agreement and any subscription, underwriting, distribution, sales or agency agreement, (ii) any documents required by the London Stock Exchange or UK Listing Authority or similar document, (iii) any other documents, including but not limited to, any agreements, deeds, applications and certificates, and (iv) any amendments and/or supplements to any of the foregoing that, in each case, in the opinion of the Committee may be necessary, appropriate or desirable in connection with the Programme or any issue of Notes under the Programme (any and all such documents being together the "Transaction Documents");

(iii) authorise any member or members of the Committee, or any person or persons appointed by the Committee, to execute and deliver on behalf of the Company (whether under hand or under seal), or otherwise effect the entry by the Company into, any Transaction Document to which the Company is a party (the execution of any Transaction Document by any member of the Committee or any person or persons appointed by the Committee being conclusive evidence that in the opinion of the Committee that document is necessary, appropriate or desirable in connection with the Programme or any Notes);

(iv) do all such further things as the Committee may consider to be necessary, appropriate or desirable in connection with the Transaction Documents, the Programme or any Notes, including, without limitation, the approval and/or authorisation and/or execution and/or certification and/or delivery of any documents, deeds, or notices;

(v) do any act, matter or thing required or requested by any governmental, regulatory or administrative authority in connection with the Transaction Documents, the Programme or any Notes; and,

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(vi) generally do all such other things and/or execute or authorise execution of, all such other documents as such Committee may determine (generally and specifically) as being necessary, appropriate or desirable in connection with any of the foregoing.

I certify this to be a true copy of minutes of a duly convened and quorate meeting of the Board of Directors held on Thursday 17th October 2013 and that the resolutions herein remain in full force and effect.

Stephen Huddle

S C Huddle
Company Secretary
Date: 18 November 2013