Harbour Energy PLC — Proxy Solicitation & Information Statement 2022

Apr 5, 2022

HARBOUR ENERGY PLC (THE 'COMPANY') – ANNUAL GENERAL MEETING

To be held at No.11 Cavendish Square, London W1G 0AN at 10.00am on Wednesday 11 May 2022.

You may submit your proxy electronically at www.sharevote.co.uk (see note 7 overleaf). If you have not previously registered, you will need your 3 unique log-in numbers shown below.

Given the constraints we have faced in recent times due to the COVID-19 pandemic, your Board is pleased to have the opportunity to meet shareholders in person at the Meeting. As at the date of the Notice of Meeting, there are no UK Government restrictions related to the COVID-19 pandemic in place. Although this is not anticipated to change, you are encouraged to monitor our website and also announcements via the Regulatory News Service in the event that alternative arrangements for the AGM need to be made. Please note that no presentations on the Company's business will be given at the Meeting and no refreshments will be available. Instead, the Board has arranged for a presentation to be made available on the Company's website at www.harbourenergy.com on the morning of 11 May 2022.

FORM OF PROXY – HARBOUR ENERGY PLC – ANNUAL GENERAL MEETING

Voting ID		Task ID			Shareholder Reference Number
	I/We being (a) member(s) of the above named Company hereby appoint the Chairman of the Meeting or the following person:
Name					Number of Shares

as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 10.00am on Wednesday 11 May 2022 and at any adjournment thereof. I/We direct my/our proxy to vote (or withhold my/our vote) on each of the resolutions referred to in the Notice of AGM as indicated with an X in the appropriate boxes below.

Please tick here if this proxy appointment is one of multiple appointments being made.

Please indicate your vote by marking with an X in the appropriate boxes in black ink below how you wish to vote on each resolution. If you wish to abstain on any particular resolution, you can use the 'Withheld' option. 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.

			Against	Withheld
	Ordinary Resolutions	For
	1. To receive the Annual Report and Financial Statements for the year ended 31 December 2021 together with the reports of the Directors and the Auditor.
	2. To approve the Remuneration Report set out on pages 74 to 76 and pages 86 to 99 of the 2021 Annual Report and Financial Statements.
3.	To approve a dividend of 11 cents per share to be declared in respect of the year ended 31 December 2021.
4.	To re-elect R. Blair Thomas as a Director of the Company.
5.	To re-elect Linda Z. Cook as a Director of the Company.
6.	To re-elect Alexander Krane as a Director of the Company.
7.	To re-elect Simon Henry as a Director of the Company.
8.	To re-elect Anne Marie Cannon as a Director of the Company.
9.	To re-elect G. Steven Farris as a Director of the Company.
	10. To re-elect Alan Ferguson as a Director of the Company.
	11. To re-elect Andy Hopwood as a Director of the Company.
	12. To re-elect Margareth Øvrum as a Director of the Company.
	13. To re-elect Anne L. Stevens as a Director of the Company.

		Against	Withheld
Ordinary Resolutions	For
14. To re-appoint Ernst & Young 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.
18. To approve a waiver granted by the Panel of Takeovers and Mergers in relation to the Buyback Authority.
Special Resolutions
19. To authorise the Directors to disapply pre-emption rights (up to five per cent of the Company's issued share capital).
20. To authorise the Directors to disapply pre-emption rights in connection with an acquisition or specific investment.
21. To authorise the Company to make market purchases of its own shares.
22. To authorise the calling of general meetings of the Company

(excluding annual general meetings) by notice of not less than 14 clear days.

Signature
-----------

Signature Date You may submit your proxy electronically at www.sharevote.co.uk

HARBOUR ENERGY PLC – ANNUAL GENERAL MEETING

To be held at No.11 Cavendish Square, London W1G 0AN at 10.00am on Wednesday 11 May 2022.

Notes

• 1. Please indicate in the 'number of shares' box the shares you would like the Chair of the Meeting to vote on your behalf (which, in aggregate, should not exceed the number of shares held by you). If the box is left blank, all the shares registered in your name will be cast in accordance with your instructions.
• 1. CREST members should refer to the Notice of the Meeting for instructions regarding the CREST electronic proxy appointment service.
• 1. 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.
• 1. 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.
• 1. This form of proxy 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 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.
• 1. 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 Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive no later than 48 hours prior to the time of the meeting.
• 1. You can also register the appointment of a proxy or proxies online by logging onto www.sharevote.co.uk. To use this service you will need your Voting ID, Task ID and Shareholder Reference Number printed on the other side of this form. Full details of the procedure are given on the website. Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can appoint a proxy or proxies by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote, then follow the on screen instructions. The proxy appointments and instructions must be received by Equiniti by no later than two business days before the stated time of the Meeting or any adjournment thereof.
• 1. Please see the Notice of AGM for further advice on how to appoint/instruct proxies via CREST.
• 1. To be entitled to vote at the Meeting, shareholders' names must be entered on the Register of Members at 6.30pm on Monday 9 May 2022.
• 1. If you prefer, you may return this form of proxy to Equiniti in an envelope addressed to Freepost RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. As this is a Freepost address, no postage is payable.

AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU