TULLOW OIL PLC — Proxy Solicitation & Information Statement 2020

Mar 27, 2020

TULLOW

DRL

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Tullow Oil plc invites you to attend the Annual General Meeting of the Company to be held at Tullow Oil plc, Ground Floor, 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT on 23 April 2020 at 12.00 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 23 April 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 916274

SRN:

PIN:

View the Annual Report online: www.tullowoil.com/reports

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 21 April 2020 at 12.00 noon.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their 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 proxy form 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 proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0) 370 703 6242 or you may photocopy this form. 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 must be signed and should be returned together in the same envelope.

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.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. 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 a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline +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 should be initialled.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form 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.

All Named Holders

162568_184260_RUN_ONS/000001/000001/SG625/il

---

How to find Tullow Oil plc

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

Tel: +44 (0) 203 249 9000

Tullow's office is located five miles from central London. If arriving by tube, Gunnersbury station (District line) is a few minutes' walk to the office. Other nearby tube and rail stations are shown on the map.

Please note there is no public parking at Tullow's offices.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the AGM.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

	*

I/We hereby appoint the Chair 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, Ground Floor, 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT on 23 April 2020 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).

☐ 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.

Ordinary Business	For	Against	Vote Withheld
1. To receive and adopt the Company's annual accounts and associated reports for the financial year ended 31 December 2019.	☐	☐	☐
2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration.	☐	☐	☐
3. Approval of the Directors' Remuneration Policy.	☐	☐	☐
4. To re-elect Mike Daly as a Director.	☐	☐	☐
5. To elect Martin Greenslade as a Director.	☐	☐	☐
6. To elect Sheila Khama as a Director.	☐	☐	☐
7. To elect Genevieve Sangudi as a Director.	☐	☐	☐
8. To re-elect Dorothy Thompson as a Director.	☐	☐	☐
9. To re-elect Jeremy Wilson as a Director.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example.

For	Against	Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

1. To re-elect Les Wood as a Director.

2. To appoint Ernst & Young LLP as auditors of the Company.

3. To authorise the Audit Committee to determine the remuneration.

4. To renew the Directors' authority to allot shares.

Special Business

1. To dis-apply statutory pre-emption rights for general purposes, for an acquisition or specified capital investment.

2. To authorise the Company to hold general meetings on no less than 14 clear days notice.

3. To authority the Company to purchase its own shares.

Intention To Attend

Please indicate if you intend to attend the AGM

☐

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

DD/MM/YY

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).

H1034

TULL