Prospectus re Admission to the Official List - Heritage Oil

(h) Voting rightsExcept as required by applicable law and by Part X, section 6.3(i) below, the holders of theExchangeable Shares shall not be entitled as such to receive notice of or to attend any meetingof the shareholders of HOC or to vote at any such meeting. The holders of the ExchangeableShares shall, however, be entitled to notice of meetings of the shareholders called for thepurpose of authorizing the dissolution of HOC or the sale, lease or exchange or all orsubstantially all of the property of HOC other than in the ordinary business of HOC.(i) Amendment and approval(i) The rights, privileges, restrictions and conditions attaching to the Exchangeable Sharesmay be added to, changed or removed but only with the approval of the holders of theHOC Common Shares given in accordance with the ABCA and the approval of theholders of the Exchangeable Shares given as hereinafter specified.(ii) Any approval given by the holders of the Exchangeable Shares to add to, change orremove any right, privilege, restriction or condition attaching to the Exchangeable Sharesor any other matter requiring the approval or consent of the holders of the ExchangeableShares shall be deemed to have been sufficiently given if it shall have been given inaccordance with applicable law subject to a minimum requirement that such approval beevidenced by resolution passed by not less than two-thirds of the votes cast on suchresolution at a meeting of holders of Exchangeable Shares duly called and held at whichthe holders of at least 25 per cent. of the outstanding Exchangeable Shares at that time arepresent or represented by proxy; provided that if at any such meeting the holders of atleast 25 per cent. of the outstanding Exchangeable Shares at that time are not present orrepresented by proxy within one-half hour after the time appointed for such meeting, thenthe meeting shall be adjourned to such date not less than five days thereafter and to suchtime and place as may be designated by the Chairman of such meeting. At such adjournedmeeting the holders of Exchangeable Shares present or represented by proxy thereat maytransact the business for which the meeting was originally called and a resolution passedthereat by the affirmative vote of not less than two-thirds of the votes cast on suchresolution at such meeting shall constitute the approval or consent of the holders of theExchangeable Shares.(j) Reciprocal changes, etc. in respect of Ordinary SharesEach holder of an Exchangeable Share acknowledges that the Support Agreement provides, inpart, that so long as Exchangeable Shares not owned by the Company or its Affiliates areoutstanding, the Company will not without the prior approval of HOC and CallCo and theprior approval of the holders of the Exchangeable Shares given in accordance with Part X,section 6.3(i) of these share provisions:(i) issue or distribute Ordinary Shares (or securities exchangeable for or convertible into orcarrying rights to acquire Ordinary Shares) to the holders of all or substantially all of thethen outstanding Ordinary Shares by way of stock dividend or other distribution, otherthan an issue of Ordinary Shares (or securities exchangeable for or convertible into orcarrying rights to acquire Ordinary Shares) to holders of Ordinary Shares who exercise anoption to receive dividends in Ordinary Shares (or securities exchangeable for orconvertible into or carrying rights to acquire Ordinary Shares) in lieu of receivingcash dividends;(ii) issue or distribute rights, options or warrants to the holders of all or substantially all of thethen outstanding Ordinary Shares entitling them to subscribe for or to purchase OrdinaryShares (or securities exchangeable for or convertible into or carrying rights to acquireOrdinary Shares); or(iii) issue or distribute to the holders of all or substantially all of the then outstanding OrdinaryShares:(a) shares or securities of the Company of any class other than Ordinary Shares (otherthan shares convertible into or exchangeable for or carrying rights to acquireOrdinary Shares);272