DGO.L Regulatory News (DGO)

Dragon Oil Plc

Awards under the 2014 Long Term Incentive Plan

On 22 October 2014, awards in the form of conditional share awards over ordinary shares of €0.10 each in the capital of Dragon Oil Plc ("Ordinary Shares") were made to certain persons discharging managerial responsibilities ("PDMRs") under the Dragon Oil Plc 2014 Long Term Incentive Plan (the "Award"). The maximum number of Ordinary Shares which the PDMRs could potentially receive in respect of his Award is as follows:

No consideration was paid for the grant of an Award and no consideration will be payable for the exercise of an Award.

The vesting of an Award is subject to the satisfaction of performance conditions set by the Remuneration Committee of Dragon Oil Plc (the "Remuneration Committee"). An Award will normally vest on the later of the third anniversary of grant and the determination of the performance conditions, subject to continued service. At the vesting of an Award, the Remuneration Committee may issue and allot the relevant number of Ordinary Shares to the PDMR or make a cash payment equivalent to the market value of such Ordinary Shares. The cash payment would be equivalent to the relevant number of Ordinary Shares times the mid-market price on the official list of the London Stock Exchange of the Ordinary Shares on the date of vesting of such Award. The figures above represent the maximum numbers of Ordinary Shares that might be issued and allotted to the PDMR and the actual number of Ordinary Shares will depend on the extent to which the performance conditions are satisfied.

The vesting of an Award is subject to the satisfaction of the following performance conditions, with equal weighting at 25% of the Award each, as set by the Remuneration Committee in respect of a measurement period comprising the three financial years of the Company beginning 1 January 2014:

· Earnings Per Share (EPS) - the EPS for the Company's group must be at least 126.3 US cents on an average over the performance period basis over the performance period for 50% of this part of an award to vest, rising up to 300% vesting if EPS is 153.7 US cents or more;

· Production - the average gross number of barrels of oil produced per day by the Company's group must be at least 83,167 over the performance period for 50% of this part of an award to vest, rising up to 300% vesting if production is 103,500 or more;

· Cost Efficiency - the average cost per barrel of oil produced by the Company's group must be no more than US$5.00 over the performance period for 50% of this part of an award to vest, rising up to 300% vesting if the costs incurred are US$4.00 or less; and

· Reserves Replacement Ratio - the reserves replacement ratio must be at least 50% measured over the performance period for 50% of this part of an award to vest, rising up to 300% vesting if the ratio is 127% or more.

Vesting between these points will be determined on a sliding scale basis.

In addition, the vesting of an Award is subject to a performance underpin which will require the Remuneration Committee to be satisfied that vesting accurately reflects the Company's underlying performance. The vesting of an Award can be scaled back (potentially to zero) at the discretion of the Remuneration Committee if the Remuneration Committee is not satisfied with such performance, taking into account factors, including but not limited to, such as the Company's group safety and environmental records.

The Remuneration Committee may vary the performance conditions applying to an Award if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance conditions. Such variations must be fair and reasonable and the revised conditions not materially less challenging than the original conditions would have been but for the event in question.

The Company was informed of the above transactions on 22 October 2014.