PDF《CNOOC Limited （中国海洋石油有限公司）》

4 April

2019 (the Circular ) which contains, among others, information relating to the re-election of the retiring directors of the Company (the Directors ) at the forthcoming annual general meeting of the Company to be on

23 May

2019 at 3:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong (the AGM ). LETTER FROM THE BOARD C

1 C The purpose of this supplemental circular is to provide you with further information relating to the re-election of the retiring Directors, and to give you a supplemental notice of AGM and the Revised Proxy Form (as defined below). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Circular. PROPOSED RE-ELECTION OF DIRECTORS Reference is made to the announcement of the Company dated

7 May

2019 (the Announcement ) in relation to appointment and resignation of Directors and change of composition of board committee whereby Mr. Qiu Zhi Zhong ( Mr. Qiu ) has been appointed as an Independent Non-executive Director and a member of the Nomination Committee of the Company with effect from

7 May 2019. Details of such appointment have been set out in the Announcement. Pursuant to Article

101 of the Articles of Association of the Company (the Articles ), the Directors shall have power, exercisable at any time and from time to time, to appoint any person as a Director, either to fill casual vacancy or as an addition to Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time (if any) by the shareholders in general meeting and any directors so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at each annual general meeting. Accordingly, Mr. Qiu, who was appointed as an Independent Non-executive Director with effect from

7 May 2019, will hold office until the AGM and, being eligible, offer himself for re-election at the AGM in accordance with Article

101 of the Article. Mr. Qiu has been recommended by the Board and has offered himself for re-election. In determining to propose Mr. Qiu to be re-elected as an Independent Non-executive Director of the Company, the Nomination Committee of the Company and the Board reviewed the independence confirmation pursuant to Rule 3.13 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) made by Mr. Qiu, and assessed his suitability to be re-elected at the AGM based on his reputation for integrity, knowledge, background and extensive experience in the banking and the financial industry, his commitment to the Company in respect of available time, and his international exposure by virtue of nearly thirty years'

experience in the international banking and financial institutions, having regard to the board diversity policy adopted by the Board. Both the Nomination Committee of the Company and the Board are satisfied that Mr. Qiu has the required character, integrity, experience and independence to continue fulfilling the role of Independent Non-executive Director. Further, given Mr. Qiu'

s extensive knowledge, expertise and experience in the banking and financial industry, the Board considers the re-election of Mr. Qiu as an Independent Non-executive Director is in the best interest of the Company and the Shareholders as a whole and Mr. Qiu'