Prospectus re Admission to the Official List - Heritage Oil

The Exchangeable Share provisions also provide that on the date on which less than 10 per cent. ofthe actual number of Exchangeable Shares issued remain outstanding, HOC will be entitled to redeemall but not less than all of the remaining outstanding Exchangeable Shares. HOC will deliver to eachholder of Exchangeable Shares one Ordinary Share for each Exchangeable Share redeemed, togetherwith any declared and unpaid dividends on the redeemed shares.Rights of Alberta CallCo Holding in HOCImmediately subsequent to completion of the Plan of Arrangement, Alberta CallCo will hold directly100 per cent. of the HOC Common Shares.Voting RightsThe holders of Exchangeable Shares are entitled to Voting Rights and through the Special VotingShare held by the Trustee will have the right to direct the Trustee how to vote at general meetings ofthe Company (on the basis of one vote for every Exchangeable Share) but not at any class meeting ofthe holder of the Special Voting Share. In addition, where the Company, inter alia, seeks to issueadditional Ordinary Shares, is subject to a takeover offer, or reorganises its share capital, theCompany will seek to put the holders of Exchangeable Shares in a similar position to the holders ofOrdinary Shares.The principal rights attaching to the Exchangeable Shares and the Voting Rights attaching to theSpecial Voting Share held by the Trustee for the benefit of holders of Exchangeable Shares aregranted under the terms of the Articles, the Exchangeable Share provisions, the Voting and ExchangeTrust Agreement and/or the Support Agreement.DividendsUnder the Support Agreement, the Company agreed not to pay a cash dividend to holders ofOrdinary Shares unless a cash dividend in the same amount has been declared on all theExchangeable Shares. Should the Board decide to pay a share dividend or a dividend declared inproperty to holders of Ordinary Shares, each holder of Exchangeable Shares would be entitled toreceive the economic equivalent of such dividend on their Exchangeable Shares from HOC.Liquidation, Dissolution and Winding-UpUpon liquidation, dissolution or winding-up of HOC or distribution of assets of HOC for the windingupof its affairs, the holders of Exchangeable Shares will receive in preference to the other classes ofshares in HOC, one Ordinary Share per Exchangeable Share held. After the payment of this amount,the holders of HOC Common Shares shall be entitled to receive, on a pari passu basis, any remainingproperty of HOC.248