25 for 49 fully underwritten $750m Rights Issue

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Tullow Oil (TLW)

UK 100

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Event		Time/Date
Publication of the Prospectus (including the Notice of General Meeting)		17 March 2017
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments		11.00 a.m. on 3 April 2017
Record Date for entitlements under the Rights Issue		6.00 p.m. on 3 April 2017
General Meeting		11.00 a.m. on 5 April 2017
Date of dispatch of Provisional Allotment Letters		5 April 2017
Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange and the Irish Stock Exchange		8.00 a.m. on 6 April 2017
Existing Ordinary Shares marked ex-rights		8.00 a.m. on 6 April 2017
Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters		11.00 a.m. on 24 April 2017
Dealings in the New Ordinary Shares, fully paid, commence on the London Stock Exchange, the Irish Stock Exchange and the Ghana Stock Exchange		8.00 a.m. on 25 April 2017

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Event	Time/Date
Announcement of the Rights Issue	7.00 a.m. on 17 March 2017
Publication of the Prospectus	17 March 2017
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via the CREST system	11.00 a.m. on 3 April 2017
Record Date for entitlements under the Rights Issue	6.00 p.m. on 3 April 2017
General Meeting	11.00 a.m. on 5 April 2017
Provisional Allotment Letters despatched (to Qualifying Non-CREST Shareholders only)	5 April 2017
Admission of the New Ordinary Shares, nil paid	8.00 a.m. on 6 April 2017
Commencement of dealings in the New Ordinary Shares, nil paid, on the main markets of the London Stock Exchange and the Irish Stock Exchange	8.00 a.m. on 6 April 2017
Special Dealing Service open for applications	8.00 a.m. on 6 April 2017
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange, the Irish Stock Exchange and the Ghana Stock Exchange	8.00 a.m. on 6 April 2017
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	as soon as possible after 8.00 a.m. on 6 April 2017
Nil Paid Rights and Fully Paid Rights enabled in CREST	as soon as possible after 8.00 a.m. on 6 April 2017
Latest time and date for requesting Cashless Take-up or disposal of rights using the Special Dealing Service	3.00 p.m. on 13 April 2017
Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form)	4.30 p.m. on 18 April 2017
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account	3.00 p.m. on 19 April 2017
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid	3.00 p.m. on 20 April 2017
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 24 April 2017
Expected date of announcement of the results of the Rights Issue	by 8.00 a.m. on 25 April 2017
Listing of the New Ordinary Shares on the main market of the Ghana Stock Exchange and commencement of dealings in the New Ordinary Shares, fully paid, on the main markets of the London Stock Exchange, the Irish Stock Exchange and the Ghana Stock Exchange	8.00 a.m. on 25 April 2017
New Ordinary Shares credited to CREST stock accounts	as soon as possible after 8.00 a.m. on 25 April 2017
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form	by 2 May 2017

"2006 Act" or "Companies Act"	the Companies Act 2006, as amended;
"2016 Financial Year"	the financial year of the Company ended 31 December 2016;
"2020 Senior Notes"	the $650.0 million aggregate principal amount of 6.0 per cent. senior notes due 2020 issued by the Group on 6 November 2013;
"2022 Senior Notes"	the $650.0 million aggregate principal amount of 6¼ per cent. senior notes due 2022 issued by the Group on 8 April 2014;
"Adjusted EBITDAX"	is a non-IFRS measure that is defined by the Company as gain/loss from continuing activities less income tax credit, finance costs, finance revenue, (loss)/gain on hedging instruments, depreciation, depletion, amortisation, share-based payment charge, restructuring costs, gain/(loss) on disposal, goodwill impairment, exploration costs written off, impairment of property, plant and equipment net, provisions for inventory and provision for onerous service contract, net;
"Admission"	admission of the New Ordinary Shares (i) to the premium listing segment of the Official List of the UK Listing Authority in accordance with the Listing Rules, (ii) to the secondary listing segment of the Official List of the Irish Stock Exchange in accordance with the Irish Listing Rules, (iii) to trading, nil paid, on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards, and (iv) to trading, nil paid, on the Irish Stock Exchange's main market for listed securities in accordance with the Irish Admission to Trading Rules;
"Admission and Disclosure Standards"	the requirements contained in the publication ''Admission and Disclosure Standards'' containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities;
"Annual Report 2016"	the annual report and accounts of the Company for the 2016 Financial Year;
"Barclays"	Barclays Bank PLC, acting through its investment bank;
"BNP Paribas"	BNP PARIBAS;
"Board" or "Tullow Board"	the board of directors of the Company;
"Business Day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are open in London for the transaction of normal banking business;
"Cashless Take-up"	the sale of such number of Nil Paid Rights as will generate sufficient proceeds to enable the direct or indirect holder thereof to take up all of their remaining Nil Paid Rights (or entitlements thereto);
"certificated" or "in certificated form"	a share or other security which is not in uncertificated form;
"Closing Price"	the closing middle market price of a relevant share as derived from the Daily Official List on any particular day;
"CNOOC"	China National Offshore Oil Corporation;
"CNOOC Uganda"	CNOOC Uganda Ltd, a subsidiary of CNOOC;
"Co-Bookrunners"	BNP Paribas, Crédit Agricole CIB and Société Générale, and each a "Co-Bookrunner";
"Co-Lead Managers"	DNB Markets, ING, Natixis and Nedbank, and each a "Co-Lead Manager";
"Computershare"	Computershare Investor Services PLC, a company incorporated in England and Wales with registered number 3498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol, BS13 8AE;
"Convertible Bonds"	$300 million aggregate principal amount of 6.625 per cent. guaranteed convertible bonds due 2021 issued by the Group on 12 July 2016;
"Corporate Facility"	has the meaning given to it in the Prospectus;
"Crédit Agricole CIB"	Crédit Agricole Corporate and Investment Bank;
"CREST" or "CREST system"	the relevant system, as defined in the CREST Regulations, for the holding of shares and other securities in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations);
"CREST member"	a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations);
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member;
"Daily Official List"	the daily official list of the London Stock Exchange;
"Davy"	J&E Davy;
"Directors" or "Tullow Directors"	the directors of the Company as at the date of this announcement or, as the context requires, the directors from time to time of the Company, and "Director" shall be construed accordingly;
"DNB Markets"	DNB Markets, a part of DNB Bank ASA;
"DTR" or "Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA, as amended;
"EEA"	the European Economic Area;
"EEA States"	the member states of the EEA;
"EU"	the European Union;
"Euroclear"	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738;
"Existing Finance Agreements"	collectively the RBL Facilities, the Corporate Facility, the Norwegian Facility, the 2020 Senior Notes, the 2022 Senior Notes, the Convertible Bonds and the Senior Corporate Facility;
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this announcement;
"Ex-Rights Date"	the date on which the Existing Ordinary Shares begin trading without giving the holders of those shares the right to participate in the Rights Issue (expected to be 8.00 a.m. on 6 April 2017);
"FCA"	the UK Financial Conduct Authority;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting;
"FSMA"	the UK Financial Services and Markets Act 2000, as amended;
"Fully Paid Rights"	rights to subscribe for the New Ordinary Shares, fully paid;
"General Meeting"	the general meeting of the Company to be held at 11.00 a.m. on 5 April 2017 (or any adjournment thereof) to approve the Resolutions, notice of which will be contained in the Prospectus;
"Ghana SEC"	the Securities and Exchange Commission of the Republic of Ghana whose registered address is at 30, 3rd Circular Road, Cantonments, P.O. Box CT 6181, Cantonments, Accra, Ghana;
"Ghana Stock Exchange"	the Ghana Stock Exchange whose office address is at 5th Floor, Cedi House, Liberia Avenue, PO Box GP 1849, Accra, Ghana;
"IFC Senior Secured Revolving Credit Facility"	has the meaning given to it in the Prospectus;
"IFRS"	International Financial Reporting Standards as adopted by the EU;
"ING"	ING Bank N.V.;
"Ireland"	the sovereign state of Ireland (excluding, for the avoidance of doubt, Northern Ireland);
"Irish Admission to Trading Rules"	the admission to trading rules issued by the Irish Stock Exchange, containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the Irish Stock Exchange's main market for listed securities;
"Irish Listing Rules"	the listing rules issued by the Irish Stock Exchange;
"Irish Sponsor"	Davy;
"Irish Stock Exchange"	The Irish Stock Exchange plc, a company incorporated and registered under the laws of Ireland (company number 539157) whose registered office is at 28 Anglesea Street, Dublin 2, Ireland;
"ISIN"	international securities identification number;
"Issue Price"	130 pence per New Ordinary Share;
"J.P. Morgan Cazenove"	J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove);
"Joint Bookrunners"	Barclays, J.P. Morgan Cazenove and Morgan Stanley, and each a "Joint Bookrunner";
"Joint Global Coordinators"	Barclays and J.P. Morgan Cazenove, and each a "Joint Global Coordinator";
"Joint Sponsors"	Barclays and J.P. Morgan Cazenove, and each a "Joint Sponsor";
"Junior Secured Revolving Credit Facility"	has the meaning given to it in the Prospectus;
"Latest Practicable Date"	15 March 2017, being the latest practicable date prior to the publication of this announcement;
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA, as amended;
"London Stock Exchange"	London Stock Exchange plc;
"Morgan Stanley"	Morgan Stanley & Co. International plc;
"Nedbank"	Nedbank Limited, acting through its corporate and investment bank;
"net debt"	a non-IFRS measure that is defined by the Company as current and non-current borrowings plus unamortised arrangement fees and the equity component of any compound debt instrument less cash and cash equivalents;
"New Ordinary Shares"	the Ordinary Shares proposed to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights"	New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"Northern Ireland"	means the region of the United Kingdom known by that name comprising the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone, located on the island of Ireland;
"Norwegian Facility"	has the meaning given to it in the Prospectus;
"Notice of General Meeting"	the notice of General Meeting which will be included in the Prospectus;
"Official List(s)"	the Official List of the UK Listing Authority and/or the Official List of the Irish Stock Exchange, as the context may require;
"Ordinary Shares"	ordinary shares of ten pence each in the capital of the Company;
"Overseas Shareholders"	Qualifying Shareholders with registered addresses in, or who are resident in or citizens or nationals of, jurisdictions outside the United Kingdom;
"PRA"	the UK Prudential Regulation Authority;
"Prospectus"	the prospectus to be published in connection with the Rights Issue;
"Prospectus Rules"	the prospectus rules of the UK Listing Authority made pursuant to section 73A of FSMA, as amended;
"Provisional Allotment Letter(s)" or "PAL(s)"	the renounceable provisional allotment letters relating to the Rights Issue to be issued to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders as described in the Prospectus);
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form;
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date;
"RBL Facilities"	collectively the Senior Secured Revolving Credit Facility, the IFC Senior Secured Revolving Credit Facility and the Junior Secured Revolving Credit Facility;
"Record Date"	6.00 p.m. on 3 April 2017;
"Registrar"	Computershare, or any other registrar appointed by the Company from time to time;
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies;
"Resolutions"	the resolutions to be proposed at the General Meeting (and set out in the Notice of General Meeting) to, among other matters, give the Directors authority to allot the New Ordinary Shares, and "Resolution" shall mean any of them;
"Restricted Territory" or "Restricted Territories"	Canada, Australia, Hong Kong, Japan, New Zealand, Ghana, the People's Republic of China and the Republic of South Africa and (prior to the passporting of the Prospectus into Ireland) Ireland;
"Rights"	the Nil Paid Rights and/or the Fully Paid Rights;
"Rights Issue"	the proposed issue of the New Ordinary Shares to Qualifying Shareholders (other than certain Overseas Shareholders) by way of Rights on the terms and subject to the conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letters;
"Securities Act"	the US Securities Act of 1933, as amended;
"SEDOL"	the London Stock Exchange Daily Official List of share identifiers;
"Senior Corporate Facility"	has the meaning given to it in the Prospectus;
"Senior Secured Revolving Credit Facility"	has the meaning given to it in the Prospectus;
"Shareholder"	any holder of Ordinary Shares;
"Société Générale"	Société Générale;
"Special Dealing Service"	the dealing service being made available by Computershare to Qualifying Non-CREST Shareholders who are individuals with a registered address in the United Kingdom or any other EEA State who wish to sell all of their Nil Paid Rights or to effect a Cashless Take-up;
"stock account"	an account within a member account in CREST to which a holding of a particular share or other security in CREST is admitted;
"subsidiary" and "subsidiary undertaking"	have the meanings given to them in the 2006 Act;
"Total Uganda"	Total E&P Uganda B.V., a subsidiary of Total S.A.;
"Tullow" or "Company"	Tullow Oil plc, a public limited company incorporated in England and Wales with registered number 03919249 and having its registered office at 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT;
"Tullow Group" or "Group"	Tullow and its subsidiary undertakings from time to time;
"UK Listing Authority" or "UKLA"	the FCA acting in its capacity as the competent authority for listing under Part VI of FSMA;
"uncertificated" or "in uncertificated form"	a share or other security title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (i.e. in CREST) and title to which may be transferred by using CREST;
"Underwriters"	Barclays, J.P. Morgan Cazenove, Morgan Stanley, BNP Paribas, Crédit Agricole CIB and Société Générale, and each an "Underwriter";
"Underwriting Agreement"	the conditional underwriting agreement dated 17 March 2017 between Tullow, the Underwriters and the Irish Sponsor relating to the Rights Issue;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"VAT" or "value added tax"	(i) within the EU, any tax imposed by any member state in conformity with the directive of the council of the European Union on the common system of value added tax (2006/112/EC); and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition.