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TULLOW OIL PLC

Proxy Solicitation & Information Statement May 21, 2021

4803_agm-r_2021-05-21_20fcd473-4d8d-4f38-b810-5d3ee7896b8f.pdf

Proxy Solicitation & Information Statement

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The Chairman of Tullow Oil plc invites you to appoint a proxy for 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 16 June 2021 at 12.00 noon.

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 16 June 2021

Cast your Proxy onlineIt's fast, easy and secure! Control Number: 917032
@ www.investorcentre.co.uk/eproxy SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite
and agree to certain terms and conditions.
PIN:
View the Notice of Meeting and Annual Report online: www.tullowoil.com/investors/shareholder-centre/general-meetings
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 14 June 2021 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.

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.

  • 4. Pursuant to Regulation 41 of the Uncertifi cated 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 specifi ed 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 Uncertifi cated 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 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 should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders

In light of the social distancing measures aimed at reducing the transmission of the COVID-19 virus in the United Kingdom, please note that attendance at the Annual General Meeting in person is not possible. The Annual General Meeting will be a closed meeting. Shareholders should not attempt to attend the Annual General Meeting in person. Any shareholders who attempt to attend in person will be refused entry. Shareholders should instead vote in advance by appointing the Chair of the Annual General Meeting as their proxy in respect of all of their shares to vote on their behalf. Due to the restrictions on physical attendance at the Annual General Meeting, any other individual(s) will not be able to attend, speak or vote on their behalf.

Continued shareholder engagement remains very important to the Company and shareholders will therefore be able to listen to the live audio-cast of the Annual General Meeting and submit questions remotely throughout.

Shareholders may also submit questions in advance via [email protected]

Detailed instructions about voting by proxy and accessing the audio-cast are set out in the Notice of Meeting.

*

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 16 June 2021 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 use a black pen. Mark with an 'X' X inside the box as shown in this example.

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 Vote
Against Withheld
1. To receive and adopt the Company's annual accounts
and associated reports for the fi nancial year ended
31 December 2020.
2. To approve the Annual Statement by the Chairman of
the Remuneration Committee and the Annual Report
on Remuneration.
3. To re-elect Mike Daly as Director.
4. To re-elect Martin Greenslade as a Director.
5. To re-elect Sheila Khama as a Director.
6. To re-elect Genevieve Sangudi as a Director.
7. To re-elect Dorothy Thompson CBE as a Director.
8. To re-elect Jeremy Wilson as a Director.
9. To re-elect Les Wood as a Director.
10. To elect Rahul Dhir as a Director.
11. To elect Mitchell Ingram as Director. For Vote
Against Withheld
12. To appoint Ernst & Young LLP as auditors of
the Company.
13. To authorise the Audit Committee to determine the
remuneration of Ernst & Young LLP.
14. To renew the Directors' authority to allot shares.
Special Business
15. To approve the Save As You Earn employee
share scheme.
16. To dis-apply statutory pre-emption rights for general
purposes, for an acquisition or specifi ed capital
investment.
17. To authorise the Company to hold general meetings
on no less than 14 clear days notice.
18. To authorise the Company to purchase its own shares.
19. To approve new articles of association to authorise the
Company to hold hybrid general meetings.

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 fi t or abstain in relation to any business of the Annual General Meeting.

Signature Date

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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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

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