Prospectus re Admission to the Official List - Heritage Oil

‘‘DTR’’‘‘DutchCo’’‘‘ECOMOG’’‘‘ECOWAS’’‘‘EU’’‘‘E&E’’‘‘Eagle’’‘‘Eagle Drill’’‘‘Effective Date’’‘‘Effective Date’’‘‘Exchangeable Right’’‘‘Exchangeable Shareholders’’‘‘Exchangeable Shares’’‘‘Exchangeable Share Voting Event’’‘‘Exempt Exchangeable Share VotingEvent’’‘‘Extraordinary General Meeting’’ or‘‘EGM’’‘‘FSA’’ or ‘‘Financial ServicesAuthority’’‘‘FSMA’’‘‘Gazprom’’the Disclosure and Transparency Rules published by the FSAfrom time to timeHeritage Oil Coöperatief U.A., a wholly owned subsidiary of theCompany incorporated under the laws of the NetherlandsEconomic Community of West African States Monitoring GroupEconomic Community of West Africa Statesthe European Unionexploration and evaluation costsEagle Energy (Oman) LimitedEagle Drill Limiteddate upon which the Plan of Arrangement becomes effectiveupon the filing of the Articles of HOCmeans the date shown on the certificate issued pursuant tosection 193(11) of the ABCAthe right, upon HOC facing certain insolvency events, to requirethe Company to purchase from each Beneficiary all or any partof the Exchangeable Shares held by the Beneficiarythe registered holders of Exchangeable Sharesthe exchangeable shares of HOC the terms of which are set outat Part IX of this documentmeans any matter in respect of which holders of ExchangeableShares are entitled to vote as holders of Exchangeable Shares,other than an Exempt Exchangeable Share Voting Event, and,for greater certainty, excluding any matter in respect of whichholders of Exchangeable Shares are entitled to vote (or instructthe Trustee to vote) in their capacity as Beneficiaries under(and as that term is defined in) the Voting and Exchange TrustAgreementmeans any matter in respect of which holders of ExchangeableShares are entitled to vote as holders of Exchangeable Shares inorder to approve or disapprove, as applicable, any change to, orin the rights of the holders of, the Exchangeable Shares, wherethe approval or disapproval, as applicable, of such change wouldbe required to maintain the economic equivalence of theExchangeable Shares and the Ordinary Sharesthe extraordinary general meeting of HOC that was held on20 March 2008 in connection with the Plan of Arrangementthe Financial Services Authority in its capacity as the competentauthority for the purposes of Part VI of FSMA and in theexercise of its functions in respect of admission to the OfficialList otherwise than in accordance with Part VI of FSMAthe Financial Services and Markets Act 2000 of England andWales, as amendedJSC Gazprom297