Harbour Energy PLC — Proxy Solicitation & Information Statement 2018

Apr 6, 2018

PremierOil

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult an appropriate independent financial adviser. If you have sold or otherwise transferred all your Ordinary Shares in Premier Oil plc, you should forward this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Premier Oil plc

Letter from the Chairman and Notice of Annual General Meeting

NOTICE OF THE ANNUAL GENERAL MEETING of the Company to be held at No.11 Cavendish Square, London, W1G 0AN at 11.00am on Wednesday 16 May 2018 is contained within this document.

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Location

Date
16 May 2018

Address
No.11
Cavendish Square
London
W1G 0AN

Please use The King's Fund entrance in Dean's Mews, off Cavendish Square.

Directions

The nearest underground station is Oxford Circus (Bakerloo, Central and Victoria lines), please use exit 4 (corner near H&M store).

Bus Routes

3, 6, 7, 8, 10, 12, 13, 15, 23, 25, 55, 73, 88, 94, 98, 113, 137, 139, 159, 176, 189, 390, 453, C2.

Parking

Cavendish Square car park, Harley Street car park (enter from Chandos Street).

Contact for queries

Julie Vickers
Telephone: 020 7730 1111

Contents

Page 01 Letter from the Chairman (including an explanation of the resolutions proposed)
Page 04 Directors seeking election or re-election
Page 07 Notice of Annual General Meeting
Page 09 Notes to the Notice of the Meeting

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PremierOil plc
Registered Office: 4th Floor
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EN
28 March 2018

Registered in Scotland
Company No. 234781

Dear Shareholder,

I am pleased to enclose the Notice of the Annual General Meeting of Premier Oil plc (the 'Company') to be held at No. 11 Cavendish Square, London W1G 0AN at 11.00am on Wednesday 16 May 2018 (the 'Meeting'). The formal Notice of the Meeting is set out on pages 7 to 8 of this document.

Voting

In order for the voting preferences of all shareholders to be taken into account, irrespective of whether they can physically attend the Meeting, the Company will conduct a poll vote on all resolutions put to the Meeting. If you would like to vote on the resolutions being put to the Meeting but cannot attend in person, please complete the Form of Proxy sent with this Notice and return it to the Company's Registrar, Link Asset Services, PXS 1, 34 Beckenham Road, BR3 4TU as soon as possible. You may also submit your proxy electronically by visiting the website of the Company's Registrar at www.premier-oil-shares.com. Instructions on how to do this can be found on the Form of Proxy.

To be valid, the Form of Proxy or online voting instruction must be received by the Company's Registrar, Link Asset Services, no later than 11.00am on Monday 14 May 2018. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out on pages 9 and 10.

The results of the poll will be released to the market and published on the Company's website as soon as practicable after the conclusion of the Meeting.

Ordinary Resolutions

At this year's Meeting there are 19 resolutions which shareholders are asked to approve. Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: 2017 Annual Report and Financial Statements

The Companies Act 2006 requires the Directors of a public company to lay before the Company in general meeting the annual report and accounts of the Company for each financial year. The Directors ask that shareholders receive the Company's Annual Report and Financial Statements for the year ended 31 December 2017 (the 'Annual Report and Financial Statements'), including the reports of the Directors and the Auditor.

Resolution 2: Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration

Resolution 2 seeks shareholder approval for the Annual Statement by the Chairman of the Remuneration Committee, and the Annual Report on Remuneration which can be found on pages 81 to 83, and 95 to 113 (inclusive) respectively of the Annual Report and Financial Statements.

The Annual Report on Remuneration sets out payments made to Directors during 2017 and explains how the Remuneration Policy, which was approved by shareholders at the 2017 Annual General Meeting, will be implemented in 2018. The vote on Resolution 2 is an advisory vote and any entitlement of a Director to remuneration is not conditional on Resolution 2 being passed.

The Company's Auditors during the year, Ernst & Young LLP, have audited those parts of the Annual Report on Remuneration that are required to be audited and their report may be found on pages 118 to 126 inclusive of the Annual Report and Financial Statements.

Resolutions 3 to 11: Election or re-election of Directors

The Company's Articles of Association require all Directors to be subject to election by shareholders at the first annual general meeting following their appointment and for re-election by shareholders at least every three years. Dave Blackwood and Mike Wheeler were each appointed to the Board on 10 August 2017 and Roy A. Franklin was appointed to the Board on 1 September 2017. Accordingly, they will retire and offer themselves for election at the forthcoming AGM.

The provisions of the UK Corporate Governance Code (the 'Code') state that all directors of FTSE 350 companies should be subject to annual re-election by shareholders and the Directors continue to comply with this provision of the Code. All Directors in place as at the date of this Notice will therefore offer themselves for election or re-election at the AGM.

Biographical details of all Directors standing for election or re-election are set out on pages 4 to 6 of this document. The Board considers that all Non-Executive Directors standing for election or re-election are independent in character and judgement. In addition, and following individual performance evaluations conducted during the year, the Board considers that each Director standing for election or re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. Accordingly, the Board unanimously recommends the election or re-election of each of the Directors listed in Resolutions 3 to 11.

Premier Oil plc // Notice of Meeting 2018

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02
Premier Oil plc // Notice of Meeting 2018

Resolution 12: Re-appointment of the Auditor

UK company legislation requires that shareholders re-appoint the external auditor at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting. Following a review of the work undertaken by Ernst & Young LLP and on the recommendation of the Audit and Risk Committee, the Board is proposing to shareholders the re-appointment of Ernst & Young LLP as the Company's auditor having expressed their willingness to continue in office for a further year.

Resolution 13: Auditor's remuneration

If authorised by shareholders, the Directors may set the remuneration payable to the external auditor and Resolution 13 proposes the renewal of the current authority to do so. The Board has delegated this authority to the Audit and Risk Committee. Details of the remuneration paid to the external auditor during the year ended 31 December 2017 may be found in the Annual Report and Financial Statements.

Resolution 14: Political donations

The Company's policy is not to make political donations or to incur political expenditure; however, the definitions of these terms under the Companies Act 2006 are very wide. For example, bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be included in these definitions. The Company therefore wishes to ensure that neither it nor its subsidiaries inadvertently contravene the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or political expenditure being incurred. The Board is therefore seeking authority, under sections 366 and 367 of the Companies Act 2006, to fund donations or incur expenditure up to an aggregate limit of £50,000 per annum as set out in the Resolution. Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company's Annual Report and Financial Statements for 2018, as required by the Companies Act 2006.

Resolution 15: General authority to allot shares

Resolution 15 seeks authority for the Board to allot, or grant rights to subscribe for or convert securities into, a limited number of shares in the Company. Section 551 of the Companies Act 2006 requires such authority to be granted by the Company in a general meeting so that any allotment of shares or grant of rights to subscribe for or convert securities into shares is not exercised at the sole discretion of the Directors. The Resolution specifies the maximum nominal amount of shares which can be allotted or rights granted.

Guidance published by the Investment Association in 2016 states that its members will regard as routine an authority to allot up to two-thirds of existing issued share capital, provided that any amount in excess of one-third of existing issued shares be applied to fully pre-emptive rights issues only. The Board considers it appropriate to follow this guidance.

Part a) of this Resolution therefore authorises the Directors to allot Ordinary Shares or grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount equal to £31,999,485 (representing 255,995,880 Ordinary Shares of 12.5 pence each). This amount represents approximately one-third of the issued Ordinary share capital (excluding treasury shares) of the Company.

Part b) of this Resolution authorises the Directors to allot Ordinary Shares or grant rights to subscribe for or convert securities into shares in connection with a rights issue in favour of Ordinary shareholders up to an aggregate nominal amount equal to £63,998,971, less the nominal amount of any shares issued under part a) of the Resolution. This amount represents approximately two-thirds of the issued Ordinary share capital (excluding treasury shares) of the Company.

The figure used for the nominal amount of issued Ordinary share capital of the Company is based on the Ordinary share capital in issue as at 28 March 2018. As at 28 March 2018, no Ordinary Shares are held by the Company in treasury. Except in connection with existing arrangements to issue Ordinary Shares (to satisfy options and awards under the Company's option and incentive schemes and one-off incentive arrangements), the Directors have no present intention to exercise either of the authorities sought under this Resolution but would like the flexibility to do so in appropriate circumstances. The authorities renew the existing general share allotment authorities given at the 2017 AGM and are in addition to the special share allotment authorities granted in 2017 in connection with the Company's refinancing.

These authorities shall last until the conclusion of the Annual General Meeting of the Company to be held in 2019 or on 15 August 2019, whichever is the sooner.

Special Resolutions

Resolutions 16 and 17: General disapplication of pre-emption rights and specific disapplication of pre-emption rights in connection with an acquisition or specified capital investment

If a company proposes to allot Ordinary Shares or other 'equity securities' (including by way of sale of any shares which the Company has purchased and has elected to hold as treasury shares) wholly for cash, it has a statutory obligation (subject to certain exemptions) to offer those shares to holders of similar shares in proportion to their existing holdings. Resolutions 16 and 17 seek to disapply this statutory right of first refusal to a limited extent to give the Directors the power to allot Ordinary Shares (or sell any Ordinary Shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. The powers under Resolutions 16 and 17 shall last until the conclusion of the Annual General Meeting of the Company to be held in 2019 or at the close of business on 15 August 2019, whichever is the sooner.

Part a) of Resolution 16 provides the Directors with flexibility to deal with practical issues such as fractional entitlements and securities law restrictions in overseas jurisdictions when making an offer that is otherwise pre-emptive, and would apply to any allotment of shares under Resolution 15. Part b) of Resolution 16 contains a broader general disapplication of pre-emption rights up to an aggregate nominal amount of £4,799,922 (representing 38,399,376 Ordinary Shares). This aggregate nominal amount represents approximately 5 per cent of the issued Ordinary share capital of the Company (excluding treasury shares) as at 28 March 2018.

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In accordance with the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period, the Directors also confirm their intention that no more than 7.5 per cent of the issued Ordinary share capital (excluding treasury shares) will be issued for cash on a non-pre-emptive basis, pursuant to sub-paragraph b) of Resolution 16 and equivalent authorities in other years during any rolling three-year period, without prior consultation with shareholders.

Resolution 17 is intended to give the Company flexibility to make non-pre-emptive issues of Ordinary Shares in connection with acquisitions and other capital investments as contemplated by the Pre-Emption Group's Statement of Principles. The power under Resolution 17 is in addition to the power set out in Resolution 16 and would be limited to allotments or sales of up to an aggregate nominal amount of £4,799,922 (representing 38,399,376 Ordinary Shares). This aggregate nominal amount represents an additional 5 per cent of the issued Ordinary share capital of the Company (excluding treasury shares) as at 28 March 2018.

Resolution 18: Purchase of own shares

Resolution 18 seeks authority for the Company to make market purchases of its own Ordinary Shares, which would otherwise be prohibited by the Companies Act 2006. The Directors continue to believe that the Board should retain the flexibility to be able to buy back the Company's shares when it is in the best interests of shareholders to do so and will result in an increase in earnings per share; therefore Resolution 18 proposes a renewal of the existing authority.

The Resolution specifies the maximum number of shares that can be acquired (approximately 10 per cent of the issued Ordinary share capital (excluding treasury shares) of the Company) and the minimum and maximum prices at which they may be bought. Any shares purchased under the authority granted by the Resolution will either be cancelled or may be held as treasury shares (see further below).

The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is an amount equal to the nominal value of an Ordinary Share. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the higher of: (i) an amount equal to 5 per cent above the average of the closing middle-market quotations of an Ordinary Share for the five business days immediately preceding the date of the purchase; and (ii) the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out.

Under the buyback programme undertaken in 2014, shares were repurchased and cancelled. However, there may be times in the future when the Board will consider it appropriate to hold any repurchased shares in treasury, provided that the number does not at any time exceed 10 per cent of the Company's issued Ordinary share capital. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base.

As at 28 March 2018, the full exercise of all equity warrants issued by the Company and satisfaction of all awards and options outstanding under the Company's employee share plans, where the Company's current intention is to use new issue shares (on a gross basis and assuming all performance conditions are met) would require the issue of approximately 108.7 million Ordinary Shares representing approximately 14.2 per cent of the current issued share capital of the Company. If the Company were to purchase the maximum number of Ordinary Shares permitted by the Resolution and by the existing authority given at last year's Annual General Meeting, the equity warrants, awards and options outstanding would represent approximately 17.7 per cent of the Company's issued Ordinary share capital. The authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2019 or at the close of business on 15 August 2019, whichever is the sooner.

Resolution 19: Notice period for general meetings other than the Annual General Meeting

Under the Companies (Shareholders' Rights) Regulations 2009, the notice period for general meetings increased to not less than 21 clear days unless shareholders approve a shorter period, which cannot be less than 14 clear days. Resolution 19 therefore seeks to renew the authority granted at the last Annual General Meeting allowing the Company to call general meetings (other than an Annual General Meeting) on 14 clear days' notice provided that a means of electronic voting is made available to all shareholders for that meeting. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. Annual General Meetings of the Company will continue to be held on at least 21 clear days' notice. The approval will be effective until the conclusion of the Company's Annual General Meeting to be held in 2019, when it is intended that a similar resolution will be proposed.

The Directors consider that all proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own shareholdings.

Yours sincerely

Roy A Franklin

Chairman

Premier Oil plc // Notice of Meeting 2018

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Directors seeking election or re-election

Roy A Franklin

Chairman

Board tenure

6 months

Current external roles

• Non-Executive Director and Deputy Chairman of Statoil ASA
• Non-Executive Director of Wood plc
• Member of the Advisory Board of Kerogen Capital LLC
• Chairman of privately held Cuadrilla Resources Ltd
• Chairman of privately held Energean Israel Ltd

Past roles

• Non-Executive Director of Santos Ltd
• Chairman of Keller Group PLC
• Non-Executive Director of OMV AG
• Non-Executive Director of Boart Longyear Ltd
• Chairman of Novera Energy PLC
• Chief Executive Officer of Paladin Resources PLC
• Group Managing Director of Clyde Petroleum plc

Skills and experience

Roy has more than 40 years' experience as an executive in the oil and gas industry. He spent 18 years at BP and has served on a number of international energy boards in non-executive roles. He has extensive experience in chairing boards of listed companies.

Committee membership

1

Independent

Yes

1 Chairman was independent on appointment.

Tony Durrant

Chief Executive Officer

Board tenure

12 years 8 months

Current external roles

Member of the Advisory Committee of Flowstream Commodities

Past roles

• Non-Executive Director and Chairman of the Audit & Risk and Remuneration Committees of Greenergy Fuels
• Managing Director and Head of the European Natural Resources Group at Lehman Brothers

Skills and experience

Tony has been involved in numerous financing and mergers and acquisitions transactions in the upstream sector and, since joining Premier in 2005, has been instrumental in transforming Premier's portfolio from producing 35,000 boepd to one that is currently producing circa 75,000 boepd.

Committee membership

2

Independent

Not applicable

Richard Rose

Finance Director

Board tenure

3 years 6 months

Current external roles

Not applicable

Past roles

• Chartered accountant with Ernst & Young LLP
• Partner in Equity Research at Oriel Securities
• Managing Director at RBC Capital Markets
• Strategy and Head of Corporate Communications at Ophir Energy

Skills and experience

Richard brings a wealth of knowledge and experience to Premier, including his time as an adviser to the Company in his previous corporate brokering roles. He has extensive knowledge of debt and equity markets which has been invaluable for Premier in completing the comprehensive refinancing of the Group's debt facilities.

Committee membership

None

Independent

Not applicable

Premier Oil plc // Notice of Meeting 2018

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Premier Oil plc // Notice of Meeting 2018

Key to Committee membership

A Audit and Risk
B Remuneration
T Nomination
C Chairman of Committee

Robin Allan

Director, North Sea and Exploration

Board tenure

14 years 3 months

Current external roles

• Chairman of The Association of British Independent Oil Exploration Companies ('BRINDEX')
• Board Member of Oil & Gas UK

Past roles

• Within Premier, Robin has previously served in a variety of roles including: Director: Asia, Director of Business Development and Country Manager in Indonesia
• Robin joined Premier in 1986 from Burmah Oil

Skills and experience

Robin has 30 years of experience in senior positions at Premier and has a deep understanding of the Company's operations having worked both in South East Asia and the UK. He now plays a leading role within the UK oil industry, representing North Sea operators through his additional roles as Chairman of BRINDEX and as a Board member of Oil & Gas UK.

Committee membership
None

Independent
Not applicable

Dave Blackwood

Non-Executive Director

Board tenure

7 months

Current external roles

• Senior Advisor to Evercore Partners Ltd

Past roles

• Non-executive Director of Expro International Group Holding Ltd
• Senior Independent Director of Valiant Petroleum plc
• Managing Director of BP North Sea
• Vice Chair of Aberdeen City and Shire Economic Future ('ACSEF')

Skills and experience

Dave has over 40 years' experience in the oil and gas sector, 27 years of which were spent in various global roles within BP, including heading up BP's upstream business in the UK and Norway. He has a strong understanding of the technical and commercial issues at play in an exploration and production company and has broad experience in developing and managing large scale complex energy assets throughout the world, from exploration through to decommissioning.

Committee membership
A N K
Independent
Yes

Anne Marie Cannon

Non-Executive Director

Board tenure

4 years 1 month

Current external roles

• Deputy Chair of Aker BP ASA
• Non-Executive Director of Aker ASA
• Non-Executive Director and Chairman of the Remuneration Committee of STV Group plc

Past roles

• Various roles at J Henry Schroder Wagg, Shell UK E&P and Thomson North Sea
• Executive Director at Hardy Oil and Gas and British Borneo
• Senior adviser to the natural resources group at Morgan Stanley

Skills and experience

Anne Marie has over 35 years of experience in the oil and gas sector through senior roles within both investment banking and quoted companies. Having spent much of her career in the energy teams at Morgan Stanley and J Henry Schroder Wagg, Anne Marie has significant experience advising on mergers and acquisitions within the upstream sector.

Committee membership
N K
Independent
Yes

05

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Directors seeking election or re-election continued

Jane Hinkley
Senior Independent
Non-Executive Director

Board tenure
7 years 6 months

Current external roles
- Non-Executive Director and Chairman of the Remuneration Committee of Vesuvius plc
- Chairman of Teekay GP LLC

Past roles
- CFO and subsequently Managing Director of Gotaas-Larsen Shipping Corporation
- Managing Director at Navion Shipping AS
- Non-Executive Director of Revus Energy ASA

Skills and experience
As a qualified accountant, Jane has a strong knowledge of finance and significant listed company experience within the oil and gas shipping industries. In addition, Jane is an experienced remuneration committee chairman having served in such roles for the past six years within public companies.

Committee membership
[ N ] [ N ]
Independent
Yes

Iain Macdonald
Non-Executive Director

Board tenure
1 year 10 months

Current external roles
- Non-Executive Director and Chairman of the Audit Committee at SUEK JSC
- Non-Executive Director of The Workforce Development Trust

Past roles
- Various roles at BP in engineering, licensing, business management and finance including three years as Deputy Group CFO for BP plc
- Served as a Non-Executive Director of TNK-BP Ltd from 2009 to 2011

Skills and experience
With his extensive experience in senior financial and operational roles at BP, Iain brings a wealth of experience to his role as Chairman of the Audit and Risk Committee, which he assumed in May 2017 following a year-long transition period.

Committee membership
[ N ] [ N ]
Independent
Yes

Mike Wheeler
Non-Executive Director

Board tenure
7 months

Current external roles
- Chairman of Citadel Securities Europe and Chairman of the Audit Committee
- Chairman of Glitnir
- Non-Executive Director and Chairman of the Audit Committee of Sunseeker International

Past roles
- Non-Executive Director and Chairman of the Audit & Risk Committee of the UK Department of Health
- Chairman of the Audit & Risk Committee of Dubai Holding
- Senior Adviser/Non-Executive Chairman of Close Brothers Corporate Finance
- Senior Adviser to BDO
- Non-Executive Chairman of Vantis plc
- Non-Executive member of the Audit Committee of the Institute of Financial Services

Skills and experience
Mike has held senior roles in businesses across a variety of sectors, bringing a diverse outlook and a broad range of experience to the Board. His career at KPMG spanned 30 years, including serving as Global Chairman, Restructuring. He has built up significant expertise in the areas of restructuring and finance through his role at KPMG and experience serving on audit and risk committees.

Committee membership
[ N ] [ N ]
Independent
Yes

Premier Oil plc // Notice of Meeting 2018

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Notice of Annual General Meeting

Notice is hereby given that the 16th Annual General Meeting of Premier Oil plc (the 'Company') will be held at No.11 Cavendish Square, London, W1G 0AN at 11.00am on Wednesday 16 May 2018, to consider the resolutions set out below.

Ordinary Resolutions

1. THAT the Company's Annual Report and Financial Statements for the year ended 31 December 2017, together with the reports of the Directors and the Auditor, be received.
2. THAT the Annual Report on Remuneration set out on pages 81 to 83 and pages 95 to 113 of the 2017 Annual Report and Financial Statements be approved.
3. THAT Robin Allan be re-elected as a Director of the Company.
4. THAT Dave Blackwood be elected as a Director of the Company.
5. THAT Anne Marie Cannon be re-elected as a Director of the Company.
6. THAT Tony Durrant be re-elected as a Director of the Company.
7. THAT Roy A Franklin be elected as a Director of the Company.
8. THAT Jane Hinkley be re-elected as a Director of the Company.
9. THAT Iain Macdonald be re-elected as a Director of the Company.
10. THAT Richard Rose be re-elected as a Director of the Company.
11. THAT Mike Wheeler be elected as a Director of the Company.
12. THAT Ernst & Young LLP be re-appointed as Auditor of the Company until the conclusion of the next general meeting before which accounts are laid.
13. THAT the Audit and Risk Committee be authorised to determine the remuneration of the Auditor on behalf of the Board.
14. 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 2019, 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.
15. 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 £31,999,485 (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 £63,998,971 (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 2019 or at the close of business on 15 August 2019, 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.

Premier Oil plc // Notice of Meeting 2018
07

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Premier Oil plc // Notice of Meeting 2018

Special Resolutions

1. THAT if Resolution 15 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 15 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 15, 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 15 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 £4,799,922,

such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2019 or at the close of business on 15 August 2019, 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.

1. THAT if Resolution 15 is passed, the Directors be given the power in addition to any power granted under Resolution 16 to allot equity securities (within the meaning of Section 560(1) of the Act) for cash under the authority conferred by Resolution 15 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 £4,799,922; 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) a 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 notice,

such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2019 or at the close of business on 15 August 2019, 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.

1. THAT the Company be authorised, generally and unconditionally in accordance with Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of its Ordinary Shares, such power to be limited:

a) to a maximum number of Ordinary Shares with an aggregate nominal value of up to £9,599,845;
b) by the condition that the Company does not pay less (exclusive of expenses) for each Ordinary Share than the nominal value of such share and the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is the higher of:

(i) 5 per cent over the average of the closing middle-market quotations of an Ordinary Share for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned, based on share prices published in the Daily Official List of the London Stock Exchange; and
(ii) the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out,

such authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2019, or at the close of business on 15 August 2019, whichever is the sooner, provided that if the Company has agreed before such expiry to purchase Ordinary Shares where these purchases will or may be executed (either wholly or in part) after the authority terminates the Company may complete such a purchase as if the authority conferred hereby had not expired.

1. 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 2019.

By order of the Board

Andy Gibb
Interim Company Secretary
Premier Oil plc

28 March 2018

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Premier Oil plc // Notice of Meeting 2018

Notes to the Notice of the Meeting

Attending the Meeting and asking questions

To be entitled to attend and vote at the Annual General Meeting (the 'Meeting') (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at close of business on Monday 14 May 2018 (or, in the event of any adjournment, close of business on the date which is two days before the time of the adjourned Meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Any member attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Appointing a proxy

Shareholders are entitled to attend, speak and vote at the Meeting and may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

The Articles provide that:

(i) if a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting; and

(ii) if a member submits more than one valid proxy appointment in respect of the same share, the appointment received last (regardless of its date or the date on which it is signed) before the latest time for the receipt of proxies will take precedence. If it is not possible to determine the order of receipt, none of the forms will be treated as valid.

A proxy need not be a member of the Company. A vote withheld is not a vote in law, which means that the vote will not be counted in the proportion of votes "for" and "against" a Resolution. Where a proxy has been appointed by a member, if such member does not give any instructions in relation to that Resolution that member should note that their proxy will have authority to vote on the Resolution as he/she thinks fit.

Any power of attorney or any other authority under which the form of proxy is signed (or a duly certified copy of such power or authority) must be included with the proxy form. In the case of a member which is a company, the form of proxy should either be sealed by that company or signed by someone authorised to sign it.

A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact Link Asset Services on 0871 664 0300 if calling from within the United Kingdom (calls cost 12p per minute plus your phone company's access charge) or +44 (0)371 664 0300 if calling from outside the United Kingdom (calls outside the United Kingdom will be charged at the applicable international rate). Lines are open between 9.00am and 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

To be valid, forms of proxy must be lodged by one of the following methods by 11.00am on Monday 14 May 2018:

• in hard copy form by post to the Company's Registrar at Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, BR3 4TU; or
• in the case of CREST members or CREST Personal Members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or
• by submitting your proxy appointment electronically via the internet. Instructions on how to do this can be found on the form of proxy.

The return of a completed form of proxy or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the Meeting and voting in person if he/she wishes to do so.

CREST members

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual (available via www.euroclear.com/en/about/our-rules.html). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services (ID: RA10) by 11.00am on Monday 14 May 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

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CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat an instruction as invalid in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Nominated persons and information rights

Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting.

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

However, the statement of the rights of shareholders in relation to the appointment of proxies described above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Joint holders and corporate representatives

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Members' power to require website publication of audit concerns

Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Share capital

As at 28 March 2018 (being the date of this notice) the Company's issued Ordinary share capital consisted of 767,987,652 Ordinary Shares, carrying one vote each. Therefore the total voting rights in the Company as at 28 March 2018 were 767,987,652.

Queries and access to information

Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted): calling Link Asset Services' shareholder helpline on 0871 664 0300 (calls cost 12p per minute plus your phone company's access charge) or from outside the United Kingdom, please call +44 (0)371 664 0300 (calls outside the United Kingdom will be charged at the applicable international rate). Lines are open 9.00am to 5.30pm Monday to Friday, excluding public holidays in England and Wales. You may not use any electronic address provided either (a) in this Notice of Annual General Meeting, or (b) in any related documents (including the Chairman's letter and form of proxy) to communicate with the Company for any purposes other than those expressly stated.

The terms and conditions of appointment and letters of appointment of Non-Executive Directors and all the Directors' service contracts will be available for inspection at the Meeting for 15 minutes prior to the Meeting and during the Meeting.

If you would like to request a copy of this notice in an alternative format such as in large print or audio, please contact the Company's Registrar, Link Asset Services on 0871 664 0300.

A copy of this notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.premier-oil.com.

Premier Oil plc // Notice of Meeting 2018