Harbour Energy PLC — Proxy Solicitation & Information Statement 2024

Mar 28, 2024

		AGM Proxy Card
		Voting ID	Task ID		Shareholder Reference Number
		I/We being (a) member(s) of the above named company hereby appoint the Chair of the Meeting or the following person:
		Name		No. of shares
Meeting, instructions on how to do so are set out in the 2024 Notice of Meeting. m. Please read the notes on the back of the arranged for a presentation to be made available on the company's website at AGM, with explanatory notes, in the 2024 Notice of Meeting which is available Please note that no presentations on the company's business will be given at appointment and voting instructions by 10:00am on Tuesday 7 May 2024 to business of the Meeting. If you would like to submit questions ahead of the The directors will be available at the AGM to take questions relevant to the the Meeting and no refreshments will be available. Instead, the Board has Our share registrar, Equiniti, must receive your online or postal proxy m on the morning of 9 May 2024. AGM Proxy Card before completing it. to view online at harbourenergy.co		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 Thursday 9 May 2024 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.		(see note 4)
ensure your vote is counted.
harbourenergy.co	Company Secretary Rachel Rickard	Ordinary resolutions	Withheld Against For	Special resolutions		For
		1. Receive the 2023 Annual Report & Accounts		19. Disapplication of pre-emption rights
		2. Approve the Directors' Remuneration Report			20. Further disapplication of pre-emption rights
		3. Approve the Directors' Remuneration Policy			21. Authorise the company to purchase its
		4. Approve a final dividend of 13 cents per share		own shares	22. Authorise the company to call general meetings
		5. Re-elect R. Blair Thomas as a director		on 14 clear days' notice
		6. Re-elect Linda Z. Cook as a director
		7. Re-elect Alexander Krane as a director
		8. Re-elect Simon Henry as a director
		9. Re-elect Belgacem Chariag as a director
		10. Re-elect Louise Hough as a director
		11. Re-elect Alan Ferguson as a director
		12. Re-elect Andy Hopwood as a director
		13. Re-elect Margareth Øvrum as a director
		14. Re-elect Anne L. Stevens as a director
		15. Reappoint Ernst & Young LLP as Auditor
		16. Authorise the Audit and Risk Committee to set the Auditor's remuneration
		17. Authorise political donations and expenditure
		18. Authorise the directors to allot shares
		Signature			Date

Withheld

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 Thursday 9 May 2024 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

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.

	For	Against	Withheld		For	Against
Ordinary resolutions				Special resolutions
1. Receive the 2023 Annual Report & Accounts				19. Disapplication of pre-emption rights
2. Approve the Directors' Remuneration Report				20. Further disapplication of pre-emption rights
3. Approve the Directors' Remuneration Policy				21. Authorise the company to purchase its own shares
4. Approve a final dividend of 13 cents per share
5. Re-elect R. Blair Thomas as a director				22. Authorise the company to call general meetings on 14 clear days' notice
6. Re-elect Linda Z. Cook as a director
7. Re-elect Alexander Krane as a director
8. Re-elect Simon Henry as a director
9. Re-elect Belgacem Chariag as a director
10. Re-elect Louise Hough as a director
11. Re-elect Alan Ferguson as a director
12. Re-elect Andy Hopwood as a director
13. Re-elect Margareth Øvrum as a director
14. Re-elect Anne L. Stevens as a director
15. Reappoint Ernst & Young LLP as Auditor
16. Authorise the Audit and Risk Committee to set the Auditor's remuneration
17. Authorise political donations and expenditure
18. Authorise the directors to allot shares

When:

9 May 2024

10:00am Thursday Where: No.11 Cavendish Square,London, W1G 0AN

Shareholder Reference Number: [XXXXXXXXXX]

28 March 2024 Dear Shareholder

The Harbour Energy plc 2024 Annual General Meeting (AGM) will be held at No.11 Cavendish Square, London, W1G 0AN at 10:00am on Thursday 9 May 2024.

You can appoint another person (a proxy) to attend, speak and/or vote at the AGM on your behalf. Regardless of whether or not you intend to attend the AGM in person, we strongly encourage you to appoint the Chair of the Meeting to act as your proxy to ensure your vote is counted. Details of how to appoint a proxy are set out on the attached Proxy Card.

You can find full details of the resolutions to be proposed for approval at the

AGM Proxy Card Notes

Our share registrar, Equiniti, must receive your online or postal proxy appointment and voting instructions by 10:00am on Tuesday 7 May 2024 to ensure your vote is counted.

• 1. The simplest way to appoint your proxy is online at sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number printed on the front of the Proxy Card to log in.
• 1. If you want to appoint your proxy by post, complete this Card in black ink, sign and date it and then return it to Equiniti, using the return-addressed envelope provided.
• 1. If you do not indicate how your proxy is to vote on a particular resolution, your proxy can decide whether, and how, you vote. Your proxy can vote, or abstain from voting, as they decide on any other business which may validly come before the AGM.
• 1. All the shares registered in your name will be cast in accordance with your instructions if you leave the 'number of shares' box blank. Alternatively, please indicate in the box the shares you would like the Chair of the Meeting to vote on your behalf (this should not exceed the number of shares held by you).
• 1. Before returning this Card, please sign and date it, and initial any alterations. In the case of joint holders, any one of you may sign. If someone signs on your behalf, they must return with this Card the authority under which it is signed (or a copy of the authority certified by a solicitor or notary).
• 1. Where it is a company appointing the proxy, this Card must either be sealed, or signed by an officer of the company or an authorised attorney, and returned with the appropriate authority or power of attorney.
• 1. If your address is outside the UK, you should reply using the return-addressed envelope provided. If you live in a country covered by the International Business Reply Service, we have prepaid the postage on the envelope. If you live outside the countries covered by the International Business Reply Service, you will need to pay postage.
• 1. CREST members may appoint their proxy using the CREST system. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. Please refer to the notes in the Notice of Meeting 2024 available online at harbourenergy.com.

Venue: No.11 Cavendish Square London W1G 0AN

You can submit your AGM proxy appointment and voting instructions:

Have you received your dividends?

Harbour Energy plc pays dividends directly into shareholder bank accounts. If you have not yet provided our registrar, Equiniti, with your bank or building society account details, your final dividend payment for the year ended 31 December 2023 will be retained on your behalf, until it can be paid to you electronically.

Can I reinvest my dividends instead? Instead of receiving dividend payments you may wish to build up your shareholding in Harbour Energy plc by reinvesting future dividends to purchase further Harbour Energy plc shares. The Dividend Reinvestment Plan is a convenient, easy and cost effective way to do this. Please visit shareview.co.uk/info/drip for more information and a DRIP application form. Terms, conditions and fees apply.

Please note: To have any retained dividends paid to you as cash you will still need to provide your bank or building society details to Equiniti, even if you wish to join the DRIP for future dividend payments.

What if I do nothing? If you take no action you will not receive any Harbour Energy plc dividend payments until we receive your bank or building society account details.

You can provide your details:

Log on or register for an Equiniti shareview portfolio at shareview.co.uk.

BY PHONE

If you are a sole holder with 2,500 shares or fewer you can provide your nominated account details by contacting Equiniti on +44 (0) 371 384 2030. Lines open 08:30 to 17:30 (UK time) Monday to Friday (excluding public holidays in England and Wales).

Simply complete the form below, detach this page from the Proxy Card opposite, and send it to Equiniti using the return-addressed envelope provided.

Bank mandate form

Payments direct to your bank/building society account:

+			+
	3597-0007
Shareholder Reference Number:		Name:
Sort code:	- -	Account number:
Building society reference or roll number (if applicable):

Please forward, until further notice, all dividends or interest that may from time to time become payable to me/us in respect of any shares or stock held in Harbour Energy plc to the above nominated bank or building society, or to such other branch of the organisation as the bank or building society may from time to time request. Compliance with this request will discharge the company's liability in respect of such dividends or other monies.

All registered holders must sign to confirm this instruction

	Signature	Signature
	Signature	Signature
+	Please mark this box if signing on behalf of the shareholder as power of attorney or other authority.		+