PDF《（ 中国海洋石油有限公司）》

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CNOOC Limited you should at once pass this document to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. CNOOC Limited (中国海洋石油有限公司) (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00883) EXPLANATORY STATEMENT RELATING TO GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS A notice convening an annual general meeting of CNOOC Limited (the Company ) to be held on

23 May

2014 at 4:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong, is set out on pages

142 to

150 of the annual report of the Company for the year ended

31 December

2013 and also in Appendix II to this circular. Whether or not you intend to attend such meeting, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible, and in any event not less than

36 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be), if they do not intend to be present in person at the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the relevant form of proxy shall be deemed to be revoked. IMPORTANT

9 April

2014 CNOOC Limited (中国海洋石油有限公司) (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00883) Executive Directors Li Fanrong Wu Guangqi Non-executive Directors Wang Yilin (Chairman) Yang Hua (Vice Chairman) Lv Bo Zhang Jianwei Wang Jiaxiang Independent Non-executive Directors Chiu Sung Hong Lawrence J. Lau Tse Hau Yin, Aloysius Kevin G. Lynch Registered office: 65th Floor, Bank of China Tower

1 Garden Road Central Hong Kong

9 April

2014 To the Shareholders Dear Sir or Madam, EXPLANATORY STATEMENT RELATING TO GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS INTRODUCTION The purpose of this document is to provide you with information in connection with the proposed ordinary resolutions set out as items A3-A9 and B1-B3 of the notice of annual general meeting for the approval of, amongst others, the grant of the general mandates for issue of securities and repurchase of Shares (as defined hereinafter) and re-election of retiring directors at the annual general meeting of the Company to be held at Island LETTER FROM THE BOARD C

1 C Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on

23 May

2014 at 4:00 p.m. (the Annual General Meeting ). References in this document to Shares are to share(s) of all classes in the issued share capital of the Company. GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES At the annual general meeting of the Company held on