Panoro Energy ASA

Remuneration Information • Aug 6, 2018

Panoro Energy - Awards and exercise under RSU program and mandatory notification of trades

Panoro Energy - Awards and exercise under RSU program and mandatory notification of trades

Oslo, 06 August 2018 - Panoro Energy ASA (the "Company" or "Panoro" with OSE

ticker: "PEN") announces awards and exercise of Restricted Share Units ("RSUs")

and notification of primary insider trades.

Awards of RSUs

For the year 2018, the Board of Directors have granted 376,333 RSUs to the key

employees of the Company under the Long-Term Incentive Plan ("LTIP") approved by

the shareholders at the 2018 Annual General Meeting. The awards are based on

specific performance criteria as previously approved by the Board of Directors.

One RSU will entitle the holder to receive one share in the Company against

payment in cash of the par value for the share. The par value is currently NOK

0.05 per share. Vesting of these RSUs is time based, over a period approved by

the Board of Directors. The vesting period of the RSUs is up to 14 June 2021,

where 1/3 of the RSUs vest on 14 June 2019 (the "First Tranche"), 1/3 vest after

1 year of the vesting of the First Tranche, and the final 1/3 vest after 2 years

from vesting of the First Tranche. RSUs are exercised automatically at the

respective vesting dates and the holder will be issued the applicable number of

shares as soon as possible thereafter.

Of the 376,333 RSUs, the primary insiders have been granted the following:

-            John Hamilton, the Chief Executive Officer of the Company has been

granted 196,304 RSUs.

-            Richard Morton, the Technical Director of the Company has been

granted 63,002 RSUs.

-            Qazi Qadeer, the Chief Financial Officer of the Company has been

granted 63,002 RSUs.

-            Laurence Keech, the Financial Controller of the Company has been

granted 39,748 RSUs.

Exercise of existing RSUs - settlement

Under the Company's LTIP, 206,667 RSUs from the year 2016-17 grants have today

vested and have been automatically exercised. In accordance with the terms and

conditions of the RSUs, for this tranche the Board of Directors have decided to

settle 50% of the exercised RSUs in cash and 50% in new shares. A total of

55,185 new shares will be issued as part of the exercise of the 206,667 RSUs.

The cash settlement will for each of the exercised RSU after taking into be the

difference between NOK 0.05 (being the face value of the shares) and NOK 15.8149

(being the volume-weighted average price of the Company's shares on 03 August

2018, i.e. NOK 15.7649 per share. The settlement in new shares and cash have

been determined after taking into account the employee tax liability arising on

the exercise of RSUs.

Consequently, the Board has today utilized it authorization to issue new shares

to pass a resolution to issue 55,185 new shares, each at a subscription price of

NOK 0.05. Existing shareholders' pre-emptive rights to subscribe the shares have

been set aside in order for the Company to meet its obligations under the RSU

program. Following registration of the share issue, the Company's registered

share capital will be NOK 2,340,380, divided into 46,807,600 shares, each having

a face value of NOK 0.05.

The total settlement of shares and cash amount is allocated as follows:

John Hamilton, Chief Executive Officer has exercised 99,999 RSUs and has

received 26,500 new shares and NOK 1,158,704.39 in cash settlement.

Richard Morton, Technical Director has exercised 40,000 RSUs and has received

10,600 new shares and NOK 463,488.06 in cash settlement.

Qazi Qadeer, Chief Financial Officer has exercised 50,001 RSUs and has received

13,251 new shares and NOK 579,360.08 in cash settlement.

Laurence Keech, Financial Controller has exercised 16,667 RSUs and has received

4,834 new shares and NOK 186,546.06 in cash settlement.

Following this settlement and award of new RSUs, the Company will have a total

of 723,000 outstanding RSUs. The funds from cash settlements have been entirely

used to settle taxes due on vesting and on an after-tax basis, the acquisition

of 55,183 new shares in the market. (Please see "Mandatory notification of

trades" below).

Mandatory notification of trades

Key management, being primary insiders of Panoro, have agreed to use their

respective cash settlements, after deducting applicable income tax obligations

arising on exercise of the RSUs as set out above, to acquire Panoro shares in

the market. Hence, today the following primary insiders have acquired shares as

follows:

John Hamilton, Chief Executive Officer has today acquired 26,500 shares at NOK

16.2337 per share. Following this and including the allocation of new shares,

Mr. Hamilton controls 157,901 shares in the Company's enhanced share capital and

holds 362,972 RSUs awarded under the LTIP which, subject to fulfilling the

vesting conditions, entitles Mr. Hamilton to 362,792 shares in the Company.

Richard Morton, Technical Director has today acquired 10,600 shares at NOK

16.2337 per share. Following this and including the allocation of new shares,

Mr. Morton controls 112,414 shares in the Company's enhanced share capital and

holds 129,669 RSUs awarded under the LTIP which, subject to fulfilling the

vesting conditions, entitles Mr. Morton to 129,669 shares in the Company.

Qazi Qadeer, Chief Financial Officer has today acquired 13,250 shares at NOK

16.2337 per share. Following this and including the allocation of new shares,

Mr. Qadeer controls 68,351 shares in the Company's enhanced share capital and

holds 146,335 RSUs awarded under the LTIP which, subject to fulfilling the

vesting conditions, entitles Mr. Qadeer to 146,335 shares in the Company.

Laurence Keech, Financial Controller has today acquired 4,833 shares at NOK

16.2337 per share. Following this and including the allocation of new shares,

Mr. Keech controls 10,922 shares in the Company's enhanced share capital and

holds 69,747 RSUs awarded under the LTIP which, subject to fulfilling the

vesting conditions, entitles Mr. Keech to 69,747 shares in the Company.

This information is subject to the disclosure requirements pursuant to section 5

-12 and section 4-2 of the Norwegian Securities Trading Act.

Enquiries:

Panoro Energy ASA                                      +44 203 405 1060

Qazi Qadeer, Chief Financial Officer            info@panoroenergy.com

About Panoro Energy

Panoro Energy ASA is an independent E&P company based in London and listed on

the Oslo Stock Exchange with ticker PEN. The Company holds high quality

production, exploration and development assets in Africa, namely the Dussafu

License offshore southern Gabon, OML 113 offshore western Nigeria and the Sfax

Offshore Exploration Permit, the Ras El Besh Concession, and the Hammamet

Offshore Exploration Permit offshore Tunisia. For more information, please visit

the Company's website at www.panoroenergy.com.