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Harbour Energy PLC Proxy Solicitation & Information Statement 2022

Apr 13, 2022

4658_agm-r_2022-04-13_e26a6ce3-25fd-45f5-ae11-d46cdff97597.pdf

Proxy Solicitation & Information Statement

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General Meeting – Form of Proxy

Relating to the General Meeting of Harbour Energy plc (the "Company") to be held at No.11 Cavendish Square, London, W1G 0AN on 11 May 2022 at 10.30 a.m. (or as soon as the 2022 Annual General Meeting is concluded or adjourned).

Voting ID Task ID Shareholder Reference Number

+

You may submit proxy votes electronically at www.sharevote.co.uk using the numbers above.

If you cannot attend the General Meeting and wish to appoint another person (who need not be a shareholder of the Company) as your proxy, to exercise all or any of your rights to attend, speak and vote at the meeting, please complete this Form of Proxy by reference to the explanatory notes to the Notice of General Meeting.

Please read carefully the Notice convening the General Meeting set out at the back of the circular sent to shareholders of the Company dated 13 April 2022 and the explanatory notes set out herein before completing this form.

I/We, the undersigned, being the registered shareholder(s) of the Company, hereby appoint the Chair of the meeting*, or

as my/our proxy to attend, speak and vote as indicated below in respect of my/our entitlement on my/our behalf at the General Meeting of the Company to be held at No.11 Cavendish Square, London, W1G 0AN on 11 May 2022 at 10.30 a.m. (or as soon as the 2022 Annual General Meeting is concluded or adjourned) and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made (see Note 4)

Please indicate the number of shares this proxy relates to (if less than your full entitlement) (see Note 5)

I/We wish my/our proxy to vote as indicated on this form. I/We direct further that my/our proxy will vote (or withhold a vote§) as he/she thinks fit on the resolution(s) on which I/we do not vote or give a direction and on any other matter which may properly come before the General Meeting or any adjournment thereof.

Please indicate your vote by marking the appropriate box by inserting an "X" and refer to the Notes overleaf.

  • * If you wish to appoint someone other than the Chair of the General Meeting, delete this phrase, insert the name of your proxy in the box provided and initial the alteration.
  • § Please note that a "Vote withheld" has no legal effect and will count neither for nor against the resolution. If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the resolution. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the General Meeting.
Special Resolutions For Against Vote
Withheld§
1. To capitalise the full amount standing to the credit of the merger
reserve by applying such amount to issuing "the B Ordinary Shares"
2. That the B Ordinary Shares are issued with the rights and
restrictions set out in full in Resolution 2 of the Notice
3. Subject to the confirmation of the Court, the B Ordinary Shares
be cancelled and extinguished
4. Subject to the confirmation of the Court, the share premium
account of the Company be cancelled

Lancing, West Sussex BN99 6DA so as to arrive by no later than 10.30 a.m. on 9 May 2022.

The Notice of General Meeting and details of the business to be transacted are contained in the circular sent to shareholders in the Company dated 13 April 2022. A copy of the circular is available at harbourenergy.com/investors. ## you attend the General Meeting

If

Please bring this Admission Card with you. It is evidence of your right attend, speak and vote at the General Meeting and will help you gainadmission as quickly as possible.

to

resolution will be voted on by a poll (please see overleaf and thetothe Notice of General Meeting).

The

If you

as to

that

time

not a

is

Notes are unable to attend the General Meeting and wish to appointanother person as your proxy

Anymember of the Company entitled to vote at the General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

Please detach the Form of Proxy, fill it in and send it to Equiniti Limited so be received no later than 10.30 a.m. on 9 May 2022, or in the event the General Meeting is adjourned, not less than 48 hours before the fixed for such adjourned meeting (excluding any part of a day that is working day). The Form of Proxy is pre-addressed and no envelope necessary for use from within the UK. If you prefer, you may place the of Proxy in an envelope and address it to: Freepost RTHJ-CLLL- Equiniti Limited, Aspect House, Spencer Road, Lancing, West BN99 8LU. No postage is necessary in either instance.

Form KBKU,Sussex,Overseas shareholders are requested to use an envelope, affix the

appropriate postage stamp and send it to: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, UK.

Alternatively, you can deliver the Form of Proxy by hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Completion of a Form of Proxy will not preclude you from attending,speaking and voting at the General Meeting.

If you wish to register an electronic appointment of a proxy

You may do so at w w w.sharevote.co.uk. Please see the explanatory notes to the Notice of General Meeting. You will need the Voting ID, Task IDand Shareholder Reference Number shown on the attached Form of Proxy. You may not use any electronic address provided in this Form of

Proxy to communicate with the Company for any purposes other than those expressly stated. participants may lodge appointments via CREST, and in the

CRESTcaseof institutionalinvestorsyoumayutilisetheProxymityplatform.Pleasesee explanatory notes to the Notice of General Meeting. If

you have any questions regarding the completion of this Form of Proxy, please contact Equiniti Limited on +44 (0)371 384 2030. Calls fromoutside the United Kingdom will be charged at the applicable international rate. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (except public holidays in England and Wales).

Please detach this portion before posting the Form of Proxy

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GENERAL 11 May 2022 at 10.30 a.m. (or as soon as the 2022 Annual General Meeting is

concluded or

1.

Shareholders must be registered on the

2022 or, if the General Meeting is adjourned, at 6.30 p.m. on the date which is two days (excluding

Company's register of members by 6.30 p.m. on 9 May

adjourned)

MEETING

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Freepost RTHJ-CLLL-KBKUEquiniti Aspect House Spencer Road LANCING BN998LU