Harbour Energy PLC — Proxy Solicitation & Information Statement 2015

Apr 1, 2015

PremierOil

ATTENDANCE CARD – Premier Oil plc (the “Company”) – Annual General Meeting

You may submit your proxy electronically at www.premier-oil-shares.com (see note 7 overleaf). If you have not previously registered, you will need your Investor Code shown below.

To be held at the Institute of Directors, 116 Pall Mall, London SW1Y 5ED at 11.00am on Wednesday 13 May 2015. Please see overleaf for map.

Please note: the Institute of Directors has a strict dress code and you are requested not to wear trainers or sports wear.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's Registrar. This will facilitate entry to the meeting.

Signature of person attending

Barcode:

Investor Code:

FORM OF PROXY – Premier Oil plc – Annual General Meeting

I/We being a member of the Company hereby appoint the Chairman of the Meeting or the following person (see note 1 overleaf):

Name of Proxy

Number of shares

Event Code:

Barcode:

Investor Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on Wednesday 13 May 2015 and at any adjournment thereof. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting or any other motion put to the meeting, the proxy will act at his or her discretion. Please tick here ☐ if you are appointing more than one proxy. (NB: If you wish to appoint multiple proxies see note 1 overleaf).

I/We have indicated with an “X” how I/we wish my/our votes to be cast on the following resolutions:

Ordinary Resolutions

Please mark “X” to indicate how you wish to vote

1. To receive the Annual Report and Financial Statements for the year ended 31 December 2014 together with the reports of the directors and the auditor.
2. To approve the Annual Report on Remuneration set out on pages 83 to 84 and pages 98 to 119 of the Annual Report and Financial Statements 2014.
3. To re-elect Robin Allan as a director of the Company.
4. To re-elect David Bamford as a director of the Company.
5. To re-elect Anne Marie Cannon as a director of the Company.
6. To re-elect Joe Darby as a director of the Company.
7. To re-elect Tony Durrant as a director of the Company.
8. To re-elect Neil Hawkings as a director of the Company.
9. To re-elect Jane Hinkley as a director of the Company.
10. To re-elect David Lindsell as a director of the Company.
11. To re-elect Michel Romieu as a director of the Company.

For	Against	Withheld
12. To elect Richard Rose as a director of the Company.	☑	☑
13. To re-elect Mike Welton as a director of the Company.	☑	☑
14. To re-appoint Deloitte LLP as auditor of the Company.	☑	☑
15. To authorise the Audit and Risk Committee to determine the remuneration of the auditor.	☑	☑
16. To authorise the Company and its subsidiaries to make political donations.	☑	☑
17. To authorise the Directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006.	☑	☑

Special Resolutions

Please mark “X” to indicate how you wish to vote

1. To authorise the Directors to allot equity securities pursuant to Section 571 of the Companies Act 2006.
2. To authorise the Company to make market purchases of its own Ordinary Shares.
3. To authorise the calling of general meetings of the Company (excluding annual general meetings) by notice of not less than 14 clear days.

Signature

Date

You may submit your

proxy electronically at

www.premier-oil-shares.com

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ATTENDANCE CARD

Premier Oil plc – Annual General Meeting

To be held at the Institute of Directors, 116 Pall Mall, London, SW1Y 5ED at 11.00am on Wednesday 13 May 2015.

Please note: the Institute of Directors has a strict dress code and you are requested not to wear trainers or sports wear.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's Registrar. This will facilitate entry to the meeting.

Notes

1. If you wish to appoint as your proxy someone other than the Chairman of the Meeting, insert the name of your chosen proxy in the space provided in the first box. To appoint more than one proxy, you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope (see note 9). No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.

2. CREST members should refer to the notice of the meeting for instructions regarding the CREST electronic proxy appointment service.

3. Please indicate with a mark in the boxes opposite the resolutions how you wish the proxy to vote on your behalf. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

4. The "Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a vote "Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

5. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

6. To be valid, this form of proxy, together with any power of attorney under which it is signed, should be returned to the Company's Registrar at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU to arrive no later than 48 hours prior to the time of the meeting. You may also deliver this form of proxy by hand to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours.

7. You can submit your proxy via the internet by accessing www.premier-oil-shares.com. You will need your Investor Code to log in. Before you can submit your proxy you will be asked to agree certain terms and conditions. You will be issued with confirmation of your voting once the process is complete.

8. To be entitled to vote at the meeting, shareholders' names must be entered on the Register of Members at close of business on Monday 11 May 2015.

9. If you prefer, you may return the proxy form to Capita Asset Services in an envelope addressed to FREEPOST CAPITA PXS. Please note delivery using this service may take up to 5 business days.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

1

Capita Asset Services
PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF