Seabird Explorat — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

NOTICE OF ANNUAL GENERAL MEETING IN

SeaBird Exploration PLC

The Board of Directors hereby convene the Shareholders of

SeaBird Exploration PLC

to the Annual General Meeting to be held on

7 May 2010 at 10.00 Local time

in Diagoras House 7th Floor, 16 Pantelis Catelaris Street, CY-1097 Nicosia, CYPRUS

The Annual General Meeting will be opened by the Chairman of the Board of Directors

The following agenda has been set for the general meeting:

1. Declaration and sanctioning of dividends
2. Adoption of the 2009 Annual Accounts of the Company
3. Increase in number of shares the Company is authorised to issue
4. Amendments to the Memorandum of Association and Articles of Association
5. Appointment of Directors
6. Appointment of Auditors
7. Remuneration of Directors and Auditors
8. Appointment of Nomination Committee
9. Indemnification of Board members and management

The purpose of the Meeting is to consider and, if thought fit, approve the entry by the Company into each of the matters listed above.

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1. DECLARATION AND SANCTIONING OF DIVIDENDS

At an Annual General Meeting of the Company, the declaration and sanctioning of dividends based on the proposal of the Directors is one of the matters that should be dealt at such meeting.

In consideration of the current commitments and the communicated investment plans the Board of Directors will not submit any such proposal to recommend the making of any distribution by dividend to the meeting and therefore no distributions by dividends shall be sanctioned or declared at this meeting.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

that the Company pays no dividend ("Resolution 1").

2. ADOPTION OF 2009 ACCOUNTS

The Annual General Meeting of the Company is responsible for the approval and adoption of the financial statements of the Company for the year ended 31 December 2009 and the Annual Report for the same year (together the "2009 Accounts"), as adopted and presented by the Board of Directors. The 2009 Accounts are made available to each shareholder and posted on the Company's web site.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

that the 2009 Accounts be and are hereby approved, adopted and confirmed in all respects. ("Resolution 2")

3. INCREASE IN NUMBER OF SHARES THE COMPANY IS AUTHORISED TO ISSUE

The Board proposes that the authorised share capital of the Company be increased from US$1.800.000,00 divided into 180,000,000 shares of a nominal value USD 0.01 to US$2.700.000,00 divided into 270,000,000 shares of a nominal value of USD 0.01. The reason for this increase is so that the Board of Directors is able to issue further shares for general corporate purposes, capitalization of the Company, restructuring of debt and incentive stock option programmes.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

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That the authorised share capital of the Company be and is hereby increased from US$ 1.800.000,00 (United State Dollars one million and eight hundred thousand) divided into 180,000,000 (One hundred and eighty million) ordinary shares of US$ 0,01 each to US$ 2.700.000,00 (United State Dollars two million and seven hundred thousand) divided into 270,000,000 (Two hundred and seventy million) ordinary shares of US$ 0,01 each by the creation of 90,000,000 (Ninety million) additional shares of US$ 0,01, such new shares to rank pari passu in all respects with the existing shares in the capital of the Company" ("Resolution 3").

4. AMENDMENTS TO MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

In 2009, the Annual General Meeting adopted a resolution to re-domiciliate the Company to Cyprus. Resolution 3 above necessitates an amendment to reflect the new authorized share capital, and the Board of Directors also proposes to clarify the public nature of the Company's shares in the articles as regards the name of the Company. The proposed new Memorandum of Association and Articles of Association reflecting these amendments are attached to this notice as Appendix 1.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS A SPECIAL RESOLUTION

That the Memorandum of Association and Articles of Association, in the form or substantially in the form of that attached as Appendix 1 hereto and initialed for identification purposes be and is hereby approved by a Special Resolution of the Shareholders as the new Memorandum and Articles of Association of the Company on and from the date of the Annual General Meeting. ("Resolution 4")

5. APPOINTMENT OF DIRECTORS

The Nomination Committee ("the Committee") is by the Annual General Meeting given mandate to evaluate and recommend candidates for shareholder appointed Directors, as well as to propose remuneration for the Board of Directors (please see Appendix 2 for more details as regards recommendation by the Nomination Committee). As is set out in the attached "Recommendation by the Nomination Committee", three directors were elected for a period of two years on the Annual General Meeting in 2009. These three were:

• Frans Malmros
• Kjell Mathiassen
• Melvin Teigen

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None of these board members have notified the committee that they wish to resign as directors after the annual general meeting, and these directors will subsequently continue as directors until the annual general meeting in 2011.

The Annual General Meeting of Shareholders is responsible for the election of directors. The Nomination Committee has recommended that the four existing directors whose term has expired be re-elected for a two year term.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

Mr Jan-Eivind Fondal is appointed as a director until the Annual General Meeting in 2012 ("Resolution 5 a"),
Mr Robert Lane is appointed as a director until the Annual General Meeting in 2012 ("Resolution 5 b"),
Mr Ola Lorentzon is appointed as a director until the Annual General Meeting in 2012 ("Resolution 5 c"), and
Mr Tim Isden is appointed as a director until the Annual General Meeting in 2012 ("Resolution 5 d").

After approval of this proposal, the Board of Directors will consist of Mr Frans Malmros (Chairman), Mr Jan-Eivind Fondal, Mr Robert Lane, Mr Ola Lorentzon, Mr Melvin Teigen, Mr Kjell Mathiassen and Mr Tim Isden.

6. APPOINTMENT OF AUDITORS

The Annual General Meeting of Shareholders is responsible for the appointment of Auditors. The Board of Directors recommends Auditor to be re-appointed:

BDO Ltd.
75 Prodromou Avenue, Floors 1 & 2
Oneworld Parkview House
PO Box 25277, 1308 Nicosia, Cyprus

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

that BDO Ltd be and are hereby appointed as Auditors of the Company until the next AGM. ("Resolution 6")

7. REMUNERATION OF DIRECTORS AND AUDITORS

The Annual General Meeting of Shareholders is responsible for the fixing of, or determining of the method of fixing of, remuneration of the Directors and of the Auditors.

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THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS ORDINARY RESOLUTIONS

that the remuneration of the Directors and Auditors with the amounts set out below be and are hereby approved, adopted and confirmed in all respects.

Remuneration to the Board of Directors for 2009, USD 40,000 for each Director and USD 50,000 for the Chairman ("Resolution 7 a").

Remuneration to the Auditor in total for 2009, USD 95,000 ("Resolution 7 b").

Noting that the remuneration of the Directors until next AGM needs to be fixed in principle in line with international practice, it is proposed that the fees to apply for the full term of service until the Annual General Meeting in 2011 shall be USD 40,000 for each Director, and USD 50,000 for the Chairman, in each case, paid quarterly in arrears.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION

that the principle remuneration to be paid to each Director and to the Chairman until AGM 2011 be approved as proposed and the Company be authorized to pay the Directors and the Chairman in line with said remuneration principle by quarterly instalments in arrears. ("Resolution 7 c").

8. NOMINATION COMMITTEE

The members of the Nomination Committee are appointed for a period of two years. The 2009 Annual General Meeting elected the following persons to the Nomination Committee:

Name	Resident
Dag Reynolds	Norway
Kjell Mathiassen	Norway
Thomas Aanmoen	Norway

None of these members of the Nomination Committee have notified the Board that they wish to resign as members after the Annual General Meeting, and these persons will subsequently continue as members until the Annual General Meeting in 2011.

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9. INDEMNIFICATION OF BOARD MEMBERS AND MANAGEMENT

The Directors of the Board are insured in relation to claims related to their service for the Company. However, such insurance cover is limited in a number of ways and may not give adequate cover in all situations, including after resignation of a director.

The Board of Directors therefore recommends that the Board of Directors, and the executive management to the extent that the Board finds appropriate, are indemnified with respect to liabilities or expenses related to their service for the Company up until the Annual General Meeting of 2010.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS ORDINARY RESOLUTIONS

that

(i) the Board of Directors and the individual members of the Company's Board of Directors are indemnified, to the fullest extent permitted by law and subject to Regulation 26 of the Company's Articles of Association, from liabilities and expenses of any kind that they may incur in connection with any civil, administrative and/or criminal action to which any such persons may become a party as a result of service to the Company as a Director. ("Resolution 9 a"),

(ii) the Board of Directors shall have authority, on behalf of the Company, to indemnify, to the fullest extent permitted by law, its management from liabilities and expenses of any kind that they may incur in connection with any civil, administrative and/or criminal action to which any such persons may become a party as a result of service to the Company or any of its associated companies or affiliates as an officer or director. ("Resolution 9 b").

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Cyprus 13 April 2010

Chairman of the Board of Directors
(sign)

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Notes:

1. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend and to speak and to vote on their behalf. A proxy need not be a member of the Company.

2. All persons/companies registered with the Norwegian Central Securities Depository (the “VPS”) being holders of depositary ownership interest in SeaBird Exploration Limited for the relevant shares may attend and/or exercise their voting rights at the General Meeting by notifying the Company’s VPS Registrar, DnB NOR Bank ASA, by 12:00 hours CET 5 May 2010 in the form of the attached proxy.

3. In the case of a corporation, the proxy must be signed on its behalf by a duly authorised officer or attorney, and a copy of the power of attorney or other authority (if relevant) under which the proxy is signed should be forwarded to the VPS Registrar together with the duly signed and completed proxy form.

4. Holders of depositary ownership interests who wish to attend and vote at the General Meeting in person should request the VPS Registrar to appoint him/her/it as proxy in the attached proxy form.

5. Completion of a proxy will not prevent members from attending and voting in person if they so wish.

6. A proxy form which may be used to make such an appointment has been sent to all Shareholders together with this Notice.

7. In the case of joint holders the signature of any one of them will suffice. The vote of the senior party tendering a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

8. The Company specifies that for a member to be entitled to attend and vote at the meeting (and for the determination by the Company of the number of votes they may cast) they must be entered on the Company’s register of members by three days before meeting (“the Specified Time”). Changes to entries on the register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the meeting.