TULLOW OIL PLC

AGM Information • Apr 25, 2018

COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES TULLOW OIL PLC (Registered No. 03919249)

(the "Company")

At the Annual General Meeting of the Company held on 25 April 2018 at 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT, the shareholders of the Company passed the following resolutions (other than ordinary business):

Ordinary resolutions

1. THAT the Board of Directors of the Company (the "Board") be and is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £45,841,556, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2019 or on 30 June 2019, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions

• 1. THAT the Board of Directors of the Company (the "Board") be empowered to allot equity securities (as defined in the Companies Act 2006 (the "Act")) (including the grant of rights to subscribe for, or to convert any securities into, equity securities) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities and the sale of treasury shares for cash:
• a) in connection with a rights issue, open offer or and other pre-emptive issue; and
• b) (otherwise than under paragraph (a) above,) up to an aggregate nominal amount of £6,945,690,

and shall expire at the end of the next Annual General Meeting of the Company to be held in 2019 (or, if earlier, at the close of business on 30 June 2019) but, in each case, prior to its expiry the Board may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

• 1. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on no less than 14 clear days' notice, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2019.
• 1. THAT the Company be and it is hereby generally authorised pursuant to section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Board of Directors of the Company may from time to time determine, provided that:
• a) the number of such Ordinary Shares hereby authorised to be acquired by the Company shall not exceed 138,913,807; and
• b) the price that may be paid by the Company for any of its Ordinary Shares shall not be less than £0.10, being the nominal value of each Ordinary Share, and shall not be greater than the higher of, exclusive of expenses:
  • i. an amount equal to 105 per cent of the average trading price of the Ordinary Shares as derived from the middle market quotations for an Ordinary Share on the London Stock Exchange Daily Official List for the five trading days immediately preceding the date on which a share is contracted to be purchased; and
  • ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out,

unless previously revoked, renewed, extended or varied, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2019 or on 30 June 2019, whichever is the earlier, provided that the Company may effect purchases following the date on which the authority hereby conferred expires if such purchases are made pursuant to contracts for purchases of Ordinary Shares which are entered into by the Company on or prior to the date on which the authority hereby conferred expires.

Secretary