Prospectus re Admission to the Official List - Heritage Oil

(l)Directors(i) Appointment of DirectorsUnless otherwise determined by ordinary resolution, the number of Directors shall be notless than three nor more than twenty. Directors may be appointed by ordinary resolutionor by the Board and the Company may by ordinary resolution from time to time vary theminimum number and/or the maximum number of Directors.The Directors may appoint any one or more of their body to be executive Directors andconfer on them any powers exercisable by them as the Directors think fit.(ii) Age of DirectorsNo age limit shall apply to Directors.(iii) No Share QualificationA Director shall not be required to hold any shares in the capital of the Company by wayof qualification.(iv) Retirement of Directors by RotationExcept at the first annual general meeting, at every subsequent annual general meeting,one third of the Directors shall retire from office, or if their number is not a multiple ofthree, the number nearest to one third shall retire from office.(v) Remuneration of DirectorsThe emoluments of any Director holding executive office for his services as such shall bedetermined by the Board, and may be of any description. The ordinary remuneration ofthe Directors who do not hold executive office for their services shall not exceed£1,500,000 per annum in aggregate, or such higher amount as may be determined byordinary resolution (including amounts payable under any other provision of the Articles).Any Director who holds any executive office, serves on any committee of the Board andperforms services outside the scope of the ordinary duties of a Director, may be paid suchextra remuneration as the Board may determine. In addition to any remuneration to whichthe Directors are entitled under the Articles, they may be paid all reasonable expenses asthey may incur in attending and returning from meetings of the Directors or of anycommittee of the Directors or shareholders meetings or otherwise in connection with thebusiness of the Company.The Board may provide benefits, whether by the payment of gratuities or pensions or byother retirement, superannuation, death or disability benefits or otherwise, for any past orpresent Director, and for any member of his family or any person who is or was dependenton him.(vi) Directors LoansThe Company may make a loan to a director or give a guarantee or provide security inconnection with a loan made by any person to such director, provided that the transactionhas been approved by an ordinary resolution of the members. Approval for suchtransactions is not required provided the aggregate nominal value of the transaction doesnot exceed £10,000 (loans) or £15,000 (credit transactions), or in circumstances where theCompany has provided a director with funds of up to £50,000 to enable him to properlyperform his duties as an officer of the Company.(vii) Permitted interests of DirectorsSubject to the provisions of the Statutes, and provided that he has disclosed to the Boardthe nature and extent of any direct or indirect interest which conflicts or may conflict to amaterial extent with the interests of the Company, a Director notwithstanding his office:(A) may be a party to, or otherwise interested in, any transaction or arrangement with theCompany in which the Company is otherwise interested;260