TULLOW OIL PLC — Proxy Solicitation & Information Statement 2016

Mar 15, 2016

Tullow Oil plc

NOTICE OF ANNUAL GENERAL MEETING 2016

THURSDAY 28 APRIL 2016 AT 12 NOON

THE LONDON OFFICES OF TULLOW OIL PLC, 9 CHISWICK PARK, 566 CHISWICK HIGH ROAD, LONDON, W4 5XT

IMPORTANT

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, or any aspect of the proposals referred to in this document, you should contact an appropriate independent adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares in Tullow Oil plc you should forward this document (but not with the accompanying personalised Form of Proxy) to the purchaser or transferee, or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

TULLOW Oil

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Notice of Annual General Meeting 2016

Tullow Oil plc
Registered in England and Wales No. 3919249
Registered Office: 9, Chiswick Park,
566 Chiswick High Road, London W4 5XT

15 March 2016

DEAR SHAREHOLDER

Annual General Meeting 2016

The Annual General Meeting (the "AGM") of the Company will be held at the London offices of Tullow Oil plc at 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT on Thursday 28 April 2016 at 12 noon. The Notice convening the AGM is set out on pages 7 to 11 of this document. A Form of Proxy and a prepaid reply envelope for use in respect of the AGM are enclosed. A location map is shown on the reverse of the attendance card that detaches from the Form of Proxy. I would like to take this opportunity to give you some information about the resolutions to be considered at the AGM.

Resolution 1: Reports and accounts

This Resolution deals with the receipt and adoption of the accounts for the financial year ended 31 December 2015 and the associated reports of the Directors and auditors.

Resolution 2: Directors' Remuneration Report

In accordance with the Companies Act 2006 (the "Act"), the Company's Directors' Remuneration Report is now divided into three parts: (i) the Annual Statement by the Chairman of the Remuneration Committee; (ii) the Directors' Remuneration Policy Report; and (iii) the Annual Report on Remuneration.

• The Annual Statement by the Chairman of the Remuneration Committee (which is set out on pages 90 to 91 of the accounts for the financial year ended 31 December 2015 and the associated reports of the Directors and auditors) provides a summary of the Directors' Remuneration Policy Report and the Annual Report on Remuneration.
• The Directors' Remuneration Policy Report (which is set out on pages 92 to 97 of the Annual Report and Accounts) sets out the Company's future policy on Directors' remuneration. This policy report was approved by shareholders at the 2014 annual general meeting. As no changes are proposed to be made to the policy and the approval obtained at the 2014 meeting is effective for three years, no shareholder approval of the policy report is being sought this year.
• The Annual Report on Remuneration is set out on pages 97 to 106 of the Annual Report and Accounts and gives details of the payments and share awards made to the Directors in connection with their and the Company's performance during the year ended 31 December 2015. It also details how the Company's policy on Directors' remuneration will be operated in 2016 (although, for ease of reference, those details have also been presented within the Directors' Remuneration Policy Report).

This Resolution invites shareholders to approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration for the financial year ended 31 December 2015. Resolution 2 is an advisory vote and will not affect the way in which the Company's pay policy has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the Directors' Remuneration Policy Report in relation to the payments and share awards made to Directors during the year under review.

Resolutions 3 to 13: Re-election of Directors

These Resolutions deal with the re-election of Directors.

Graham Martin has previously announced his intention to resign as a Director of the Company and so will not stand for re-election.

Save for Mr Martin, and in accordance with the provisions of the UK Corporate Governance Code, each of the Directors will stand for re-election.

Following an independent evaluation of the Board's performance conducted by Lintstock in 2013, follow-up internal evaluations facilitated by Lintstock were undertaken in 2014 and 2015 (for further details see page 73 of the Annual Report and Accounts). As a result of the most recent evaluation, the Board is satisfied that each Director has the skills, experience and commitment necessary to contribute effectively to the deliberations of the Board. The Board therefore unanimously recommends the re-election of the Directors set out in Resolutions 3 to 13. The Board will commission a new external evaluation of the Directors in 2016.

Biographical details of each of the Directors standing for re-election appear on pages 5 to 6 of this document.

Resolutions 14 and 15: Appointment of auditors

These Resolutions deal with the re-appointment of Deloitte LLP as auditors of the Company and the authorisation of the Audit Committee to determine their remuneration.

Resolution 16: Directors authority to allot shares

This Resolution is proposed to be taken as an ordinary resolution to give authority to the Directors to allot shares. At last year's AGM, the Company gave authority to the Directors to allot shares and other securities up to a specified amount. The Directors propose to seek shareholder approval for this authority to be renewed at this year's AGM. This Resolution will, if approved, renew the Directors' authority to allot shares until the conclusion of the AGM to be held in 2017 or 30 June 2017, whichever is the earlier. This authority is restricted to the allotment of shares having an aggregate nominal value of up to £30,389,408.20 representing approximately one third of the Company's issued ordinary share capital on 1 March 2016.

The Company does not currently hold any shares in treasury. The extent of the authority follows the guidelines issued by institutional investors. There are no present plans to allot shares, other than in respect of employee share schemes.

Tullow Oil plc Notice of Annual General Meeting 2016

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Resolution 17: Dis-application of pre-emption rights

This Resolution is proposed to be taken as a special resolution to dis-apply pre-emption rights. Section 561 of the Act gives all shareholders the right to participate on a pro rata basis in all issues of equity securities for cash, unless they agree that this right should be set aside. The effect of this resolution is to empower the Directors, until the conclusion of the AGM to be held in 2017 or 30 June 2017, whichever is the earlier, to allot equity securities for cash, without first offering them on a pro rata basis to existing shareholders, but only up to a maximum nominal amount of £9,116,822.46, representing approximately 10% of the Company's issued ordinary share capital on 1 March 2016.

The authority to allot up to 10% of the Company's issued ordinary share capital follows guidance from the Pre-Emption Group's revised Statement of Principles (the "Principles"), published on 12 March 2015. The Directors confirm their intention to only allot shares representing more than 5% of the issued ordinary share capital of the Company for cash pursuant to this authority, where that allotment is in connection with an acquisition or specified capital investment (within the meaning given in the Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The Directors also confirm their intention to follow the provisions of the Principles regarding cumulative usage of authorities within a three-year rolling period where the Principles provide that usage in excess of 7.5% of the Company's issued ordinary share capital should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as above.

In addition, the resolution empowers the Directors to deal with fractional entitlements and any practical problems arising in any overseas territory on any offer made on a pro rata basis. The Directors consider that it is appropriate for this authority and these powers to be granted to preserve maximum flexibility for the future.

Resolution 18: Notice of general meetings

This Resolution is proposed to be taken as a special resolution, and seeks shareholder approval for holding general meetings on 14 clear days' notice. Under the Act, the notice period for the holding of general meetings (other than an annual general meeting) of a company is 21 clear days unless shareholders agree to a shorter notice period and certain other conditions are met. The Company currently has the power to call general meetings (other than annual general meetings) on 14 clear days' notice. The Board believes it is in the best interests of shareholders to preserve the shorter notice period and, accordingly, proposes that Resolution 18 be passed as a special resolution.

The Board confirms that it will only call general meetings on shorter notice for non-routine business and where the timing of the meeting is considered to be urgent and abridged notice is considered to be in the interests of shareholders as a whole. If this Resolution is passed, the authority to convene general meetings on 14 clear days' notice will remain effective until the conclusion of the AGM to be held in 2017.

Resolution 19: Share purchases

This Resolution seeks, as a special resolution, shareholder approval, to allow the Company to make market purchases (within the meaning of section 693(4) of the Act) of the Company's ordinary shares on such terms and in such manner as the Directors may determine from time to time, subject to the limitations set out in this Resolution. If this Resolution is passed, the Company will be authorised to purchase up to a maximum of 91,168,225 ordinary shares, representing approximately 10% of the Company's issued ordinary share capital on 1 March 2016. This Resolution also sets out the minimum and maximum price that the Company may pay for purchases of its ordinary shares.

If this Resolution is passed, the authority for the Company to purchase its ordinary shares will remain effective until the conclusion of the AGM to be held in 2017 or 30 June 2017, whichever is the earlier. Under the authority sought by this Resolution, the Company may purchase its ordinary shares following the date on which the authorisation expires if such purchases are made pursuant to contracts entered into by the Company on or prior to the date on which the authority conferred by it expires.

The Directors will only exercise this buy-back authority, after careful consideration, when it is in the best interest of shareholders generally, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels, the expected effect on earnings per share and the overall financial position of the Company. The Directors do not have any current intention to exercise the buy-back authority if approved. Purchases would be financed out of distributable profits and shares purchased would either be cancelled (and the number of shares in issue reduced accordingly) or held as treasury shares.

The Company operates certain share option schemes under which awards may be satisfied by the allotment or transfer of ordinary shares to a scheme participant. As at 1 March 2016, options were subsisting over 66,604,020 ordinary shares (the "Option Shares") representing approximately 7.31% of the Company's issued share capital. If the authority to purchase the Company's ordinary shares (as described in this Resolution) were exercised in full, the Option Shares would represent approximately 8.12% of the Company's issued share capital as at 1 March 2016 (as reduced by that purchase and excluding any of the Company's shares that may then be held in treasury). As at 1 March 2016, the Company did not hold any shares in treasury and there were no warrants over the Company's ordinary shares.

www.tullowoil.com

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Notice of Annual General Meeting 2016 continued

Poll voting

Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that shareholders who are not able to attend the AGM, but who have appointed proxies, have their votes fully taken into account. Any Directors who have been appointed as proxies will cast those votes as directed by the person who appointed them. The results of the polls will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

Action to be taken

A Form of Proxy and a prepaid reply envelope for use in respect of the AGM are enclosed. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon whether or not you intend to be present at the AGM. The Form of Proxy should be returned so as to be received by the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and by no later than 12 noon on 26 April 2016. You can also appoint a proxy online at www.investorcentre.co.uk/eproxy or through CREST.

Further details of how to do so are set out in the notes to the Notice of AGM on pages 9 to 13 of this document.

Ghanaian shareholders

To allow our shareholders in Ghana to participate in the AGM, we have put in place special procedures for them to cast their votes and appoint a proxy. The procedures are explained in advertisements we have placed in local newspapers in Ghana. In summary, Forms of Proxy may be obtained from our registrars in Ghana. If any of our Ghanaian shareholders need further assistance, they should contact Central Securities Depository (Ghana) Limited, 4th Floor, Cedi House, P.M.B CT, 465 Cantonments, Accra, Ghana (telephone +233 (0) 302 689 313 / 689 314) or email info@csd.com.gh.

Recommendation

Your Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they propose to do so in respect of their own shareholdings.

Yours faithfully

S.R. Thompson

Simon R Thompson
Chairman

Tullow Oil plc Notice of Annual General Meeting 2016

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Directors' biographies

In respect of those directors seeking election or re-election at the AGM:

Tutu Agyare

Non-executive Director

Tutu Agyare (age 53, Ghanaian) was appointed as a non-executive Director in August 2010. He is currently a Managing Partner at Nubuke Investments, an asset management firm focused solely on Africa, which he founded in 2007. Previously, he had a 21-year career with UBS Investment Bank, holding a number of senior positions, most recently as the Head of European Emerging Markets, and served on the Board of Directors.

Committee membership: Audit Committee, Nominations Committee and Remuneration Committee.

Other directorships and offices: Tutu is a director of the Nubuke Foundation, a Ghanaian-based cultural and educational foundation. Tutu is also a Senior Advisor to Power Africa, an initiative launched by the Obama administration to increase access to electricity in Africa.

Mike Daly

Non-Executive Director

Mike Daly (age 62, British) was appointed as a non-executive Director in June 2014 following a 28 year career at BP where he held a number of senior roles. Most recently, he was Executive Vice President Exploration and a member of BP's Group executive team until January 2014.

Committee membership: Audit Committee, Nominations Committee and EHS Committee.

Other directorships and offices: Mike is a visiting Professor at the University of Oxford and a Senior Director at Macro Advisory Partners. Mike is also a nonexecutive Director of CGG, an integrated geoscience company based in France, which is listed on the Euronext and New York Stock Exchanges.

Anne Drinkwater

Non-executive Director

Anne Drinkwater (age 60, British) was appointed as a non-executive Director in July 2012. Anne's appointment followed a long career at BP, where she held a number of senior business and operations positions, including President and Chief Executive Officer of BP Canada Energy Company, President of BP Indonesia and Managing Director of BP Norway.

Committee membership: EHS Committee (Chair), Nominations Committee, Audit Committee and Remuneration Committee.

Other directorships and offices: Anne is a non-executive Director of Aker Solutions ASA (Norway) and is an oil and gas advisor to the Government of the Falkland Islands.

Ann Grant

Non-executive Director (and Senior Independent Director)

Ann Grant (age 67, British) was appointed as a non-executive Director in May 2008 and Senior Independent Director in April 2014. Ann was Vice Chairman (Africa) at Standard Chartered Bank from 2005 to 2014. Her earlier career was as a British Diplomat, from 1971 to 2005. From 1998 she worked at the Foreign and Commonwealth Office in London as Director for Africa and the Commonwealth. From 2000 to 2005, Ann was the British High Commissioner to South Africa.

Committee membership: Ethics and Compliance Committee (Chair), Audit Committee and Nominations Committee.

Other directorships and offices: Ann is a Board member of the Overseas Development Institute and a council member of the London School of Hygiene and Tropical Medicine as well as the Rift Valley Institute. Ann also chairs the Serious Music Trust.

Aidan Heavey

Chief Executive Officer

Aidan Heavey (age 62, Irish) is the founder of Tullow Oil and has been Chief Executive Officer since 1985. He has played a key role in Tullow's development as a leading independent oil and gas exploration and production group.

Steve Lucas

Non-executive Director

Steve Lucas (age 61, British) was appointed as a non-executive Director in March 2012. A Chartered Accountant, Steve was Finance Director at National Grid plc from 2002 to 2010 and previously worked for 11 years at Royal Dutch Shell and for six years at BG Group, latterly as Group Treasurer.

Committee membership: Audit Committee (Chair), Nominations Committee, Remuneration Committee and Ethics and Compliance Committee.

Other directorships and offices: Steve is a non-executive Director of Acacia Mining plc (UK) and is the Senior Independent Director (non-executive) of HTN Towers plc.

Angus McCoss

Exploration Director

Angus McCoss (age 54, British) was appointed to the Board of Directors in 2006 following 21 years of wide-ranging exploration experience, working primarily with Shell in Africa, Europe, China, South America and the Middle East. Angus held a number of senior positions at Shell, including Regional Vice President of Exploration for the Americas and General Manager of Exploration in Nigeria. He holds a PhD in Structural Geology.

Other directorships and offices: Angus is a non-executive Director of Ikon Science Limited and a member of the Advisory Board of the industry-backed Energy and Geoscience Institute of the University of Utah.

www.tullowoil.com

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Directors' biographies continued

Paul McDade

Chief Operating Officer

Paul McDade (age 53, British) was appointed to the Board of Directors in 2006, having joined Tullow in 2001. Paul was appointed Chief Operating Officer following the Energy Africa acquisition in 2004, having previously managed Tullow's UK gas business. An engineer with over 25 years' experience, Paul has worked in various operational, commercial and management roles with Conoco, Lasmo and ERC. He has broad international experience having worked in the UK North Sea, Latin America, Africa and South East Asia and Paul holds degrees in Civil Engineering and Petroleum Engineering.

Committee membership: EHS Committee.

Ian Springett

Chief Financial Officer

Ian Springett (age 58, British), a Chartered Accountant, was appointed to the Board of Directors in 2008. Prior to joining Tullow, Ian worked at BP for 23 years where he gained extensive international oil and gas experience. Ian held a number of senior positions at BP, including Vice President of BP Finance and CFO for the United States and also served as a Business Unit Leader in Alaska.

Committee membership: Ethics and Compliance Committee.

Jeremy Wilson

Non-executive Director

Jeremy Wilson (age 51, British) was appointed as a non-executive Director in October 2013 following a 26-year career at J.P. Morgan, where he held a number of senior positions, most recently Vice Chairman of the Energy Group.

Committee membership: Remuneration Committee (Chair), Nominations Committee and Audit Committee.

Other directorships and offices: Jeremy is a non-executive Director of John Wood Group PLC (UK).

Simon Thompson

Chairman

Simon Thompson (age 56, British) was appointed as a non-executive Director in 2011 and as non-executive Chairman in January 2012. Simon worked for investment banks N M Rothschild and S. G. Warburg before joining the Anglo American group in 1995, where he held a number of senior positions and became an Executive Director in 2005. Since leaving Anglo American, he has served as a non-executive Director of Amec Foster Wheeler plc, AngloGold Ashanti Ltd, Newmont Mining Corporation and Sandvik AB.

Committee membership: Nominations Committee (Chair), Remuneration Committee and EHS Committee.

Other directorships and offices: Simon is Chairman of 3i Group plc and a non-executive Director of Rio Tinto plc.

Tullow Oil plc Notice of Annual General Meeting 2016

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Notice of Annual General Meeting 2016

Notice is hereby given that the Annual General Meeting of Tullow Oil plc (the "Company") will be held at the London offices of Tullow Oil plc at 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT on Thursday 28 April 2016 at 12 noon to consider and, if thought fit, pass the resolutions set out below.

Resolutions 1 to 16 will be proposed as ordinary resolutions and Resolutions 17 to 19 will be proposed as special resolutions.

1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2015 and the associated reports of the Directors and Auditors.
2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration set out on pages 90 to 106 of the Company's annual report and accounts for the financial year ended 31 December 2015.
3. To re-elect Tutu Agyare as a Director.
4. To re-elect Mike Daly as a Director.
5. To re-elect Anne Drinkwater as a Director.
6. To re-elect Ann Grant as a Director.
7. To re-elect Aidan Heavey as a Director.
8. To re-elect Steve Lucas as a Director.
9. To re-elect Angus McCoss as a Director.
10. To re-elect Paul McDade as a Director.
11. To re-elect Ian Springett as a Director.
12. To re-elect Simon Thompson as a Director.
13. To re-elect Jeremy Wilson as a Director.
14. To re-appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in 2017.
15. To authorise the Audit Committee to determine the remuneration of Deloitte LLP.
16. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the "Board") be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") 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 £30,389,408.20, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017 or on 30 June 2017, 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, subject to the passing of resolution 16 proposed at the Annual General Meeting of the Company convened for 28 April 2016 (the "Authority Resolution") and in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the "Board") be and it is hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares")) for cash either pursuant to the authority conferred on it by the Authority Resolution or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act) as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

[a] the allotment of equity securities for cash in connection with a rights issue, open offer or other pre-emptive offer in favour of the holders of Ordinary Shares on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other pre-emptive offer as the Board deem necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange); and

[b] the allotment (otherwise than pursuant to paragraph (a) of this resolution) of equity securities up to an aggregate nominal amount of £9,116,822.46;

and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017 or on 30 June 2017, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an agreement which might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby 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 2017, or on 30 June 2017, whichever is earlier.

www.tullowoil.com

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Notice of Annual General Meeting 2016 continued

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 91,168,225;

(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% 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; and

(c) 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 2017 or 30 June 2017, 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.

By Order of the Board

Kevin Massie
Company Secretary
15 March 2016

Registered Office:
9 Chiswick Park
566 Chiswick High Road
London W4 5XT

Tullow Oil plc Notice of Annual General Meeting 2016

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Notes

1. Attending the Annual General Meeting in person

If you wish to attend the Annual General Meeting ("AGM") in person, you should arrive at the venue in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's registrar, Computershare Investor Services PLC (the "Registrar"), prior to being admitted to the AGM.

1. Appointment of proxies

Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying Form of Proxy. If members wish their proxy to speak on their behalf at the meeting, members will need to appoint their own choice of proxy (not the Chairman of the AGM) and give their instructions directly to them.

Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar by telephone on +44 (0) 370 703 6242 or by logging on to http://www.investorcentre.co.uk/contactus.

A member may instruct their proxy to abstain from voting on any resolution to be considered at the Annual General Meeting by marking the 'Vote Withheld' option when appointing their proxy. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.

The appointment of a proxy will not prevent a member from attending the Annual General Meeting and voting in person if they wish.

A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 10 below.

1. Appointment of a proxy online

As an alternative to appointing a proxy using the Form of Proxy or CREST, members can appoint a proxy online at: http://www.investorcentre.co.uk/eproxy. In order to appoint a proxy using this website, members will need their Control Number, Shareholder Reference Number and PIN. This information is printed on the Form of Proxy. If for any reason a member does not have this information, they will need to contact the Registrar by telephone on +44 (0) 370 703 6242 or by logging onto http://www.investorcentre.co.uk/contactus. Members must appoint a proxy using the website no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting.

1. Appointment of a proxy using a Form of Proxy

A Form of Proxy for use in connection with the AGM is enclosed. To be valid, a Form of Proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting.

If you do not have a Form of Proxy and believe that you should have one, or you require additional Forms of Proxy, please contact the Registrar.

1. Appointment of a proxy through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: http://www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar (ID 3RA50) no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy instructions.

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Notice of Annual General Meeting 2016 continued

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

6. Appointment of proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names of the joint holders stand in the Company's register of members in respect of the joint holding.

7. Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).

8. Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 6.00 p.m. on 26 April 2016 (or, if the AGM is adjourned, at 6.00 p.m. on the day two days (excluding non-working days) prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.

9. Votes to be taken by a poll

At the AGM all votes will be taken by a poll rather than on a show of hands. It is intended that the results of the poll votes will be announced to the London Stock Exchange and published on the Company's website by 6.00 p.m. on 28 April 2016. Poll cards will be issued on registration to those attending the AGM.

10. Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

11. Website giving information regarding the Annual General Meeting

Information regarding the AGM, including information required by section 311A of the Act, and a copy of this notice of AGM is available from http://www.tullowoil.com.

12. Audit concerns

Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with the auditors of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Tullow Oil plc Notice of Annual General Meeting 2016

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www.tullowoil.com

13. Voting rights

As at 1 March 2016 the Company's issued share capital consisted of 911,682,246 ordinary shares, carrying one vote each. No shares are held by the Company in treasury. Therefore, the total voting rights in the Company as at 1 March 2016 were 911,682,246 votes.

14. Notification of shareholdings

Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the AGM as their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the UK Disclosure Rules and Transparency Rules.

15. Members' right to require circulation of resolution to be proposed at the Annual General Meeting

Members meeting the threshold requirements set out in the Act have the right to (a) require the Company to give notice of any resolution which can properly be, and is to be, moved at the AGM pursuant to section 338 of the Act; and/or (b) include a matter in the business to be dealt with at the AGM, pursuant to section 338A of the Act.

16. Further questions and communication

Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Members who have any queries about the AGM should contact the Company Secretary by email on TullowCompanySecretary@tullowoil.com.

Members may not use any electronic address or fax number provided in this notice or in any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

17. Documents available for inspection

The following documents will be available for inspection on the date of the AGM at the London offices of Tullow Oil plc at 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT from 11.45 a.m. until the conclusion of the AGM:

• 17.1 copies of all contracts of service under which Directors are employed by the Company or any of its subsidiary undertakings; and
• 17.2 copies of the Letters of Appointment of the Chairman and the non-executive Directors of the Company.

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Tullow Oil plc
9 Chiswick Park
566 Chiswick High Road
London
W4 5XT

Tel: +44 (0)20 3249 9000
Fax: +44 (0)20 3249 8801
Email: info@tullowoil.com
Website: www.tullowoil.com

TULLOW