TULLOW OIL PLC — Proxy Solicitation & Information Statement 2017

Mar 21, 2017

Tullow Oil plc (the "Company") invites you to attend the Annual General Meeting of the Company to be held at Tullow Oil plc, 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT on 26 April 2017 at 12.00 noon.

Shareholder Reference Number

Please detach this portion before posting this Form of Proxy.

Form of Proxy - Annual General Meeting to be held on 26 April 2017

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To be effective, all Forms of Proxy must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 24 April 2017 at 12.00 noon.

Explanatory Notes:

• 1. Every member has the right to appoint some other person(s) of his choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on his behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on +44 (0) 370 703 6242 or you may photocopy the reverse of this Form of Proxy. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope (if possible).
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.

Kindly Note: This Form of Proxy is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. The Company specifies that only those shareholders registered on the Register of Members of the Company as at 6.00 p.m. on 24 April 2017 (or in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at 6.00 p.m. on the day which is two days prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 12 noon on 24 April 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The address printed above is how your address appears on the Register of Members. If this information is incorrect please contact the Registrar's helpline on +44 (0) 370 703 6242 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this Form of Proxy should be initialled.
• 8. The completion and return of this Form of Proxy will not preclude a member from attending the meeting and voting in person.

All Named Holders

How to find Tullow Oil plc

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Annual General Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of
my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Tullow Oil plc to be held at Tullow Oil plc, 9 Chiswick Park, 566 Chiswick High
Road, London, W4 5XT on 26 April 2017 at 12.00 noon, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
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	Please mark here to indicate that this proxy appointment is one of multiple appointments being made. If you do not mark this box, this proxy instruction will overwrite any previous proxy instruction.						Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld				For	Against	Vote Withheld
1.	To receive and adopt the Company's annual accounts and associated reports for the financial year ended 31 December 2016.				11.	To re-elect Ian Springett as a Director.
2.	To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration.				12.	To re-elect Jeremy Wilson as a Director.
3.	To approve the Directors' Remuneration Policy Report.				13.	To re-appoint Deloitte LLP as auditors of the Company.
4.	To re-elect Tutu Agyare as a Director.				14.	To authorise the Audit Committee to determine the remuneration of Deloitte LLP.
5.	To re-elect Mike Daly as a Director.				15.	To approve the amended rules of the Tullow Incentive Plan (the "TIP").
6.	To re-elect Anne Drinkwater as a Director.				16.	To renew the Directors' authority to allot shares.
7.	To re-elect Aidan Heavey as a Director.				17.	Special Resolutions To dis-apply statutory pre-emption rights for general purposes.
8.	To re-elect Steve Lucas as a Director.				18.	To dis-apply statutory pre-emption rights for an acquisition or a specified capital investment.
9.	To re-elect Angus McCoss as a Director.				19.	To authorise the Company to hold general meetings on no less than 14 clear days' notice.
10.	To re-elect Paul McDade as a Director.				20.	To authorise the Company to purchase its own shares.

I/We instruct my/our proxy to vote on the resolutions proposed at the Annual General Meeting as indicated on this Form of Proxy. Unless otherwise instructed, the proxy may vote as he sees fit or abstain in relation to any business of the Annual General Meeting.

Signature	Date

Puty
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In the case of a corporation, this Form of Proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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