Company Announcements

FOR IMMEDIATE RELEASE                                                                                                 28 July 2020

CAIRN ENERGY PLC ("Cairn" or the "Company")

Interests of Directors / Persons Discharging Managerial Responsibility ("PDMRs")

in the Company's Shares

1.         Grant of 2020 Awards at a reduced level under the Company's Long Term Incentive Plan (2017)

Cairn announces that, following the approval by shareholders of the Company's new directors' remuneration policy at its 14 May 2020 AGM (the "New Remuneration Policy"), it has today, 28 July 2020, granted Awards (in the form of "nil-cost" options) over its ordinary shares of 231/169 pence each ("Shares") to Executive Directors and PDMRs of the Company under its 2017 Long Term Incentive Plan (the "2017 LTIP").

Cairn's remuneration committee (the "Committee") recognises that these Awards have been made during a period of significant market uncertainty due to the COVID-19 crisis and at a time when, along with many other listed companies, Cairn has experienced a material fall in its share price (when compared to the "pre-COVID" level).  The New Remuneration Policy makes it clear that any such share price movement should be considered by the Committee at the time any grants under the 2017 LTIP are being formulated, principally to mitigate against the risk of participants realising a "windfall" gain on their subsequent vesting.

In light of the above, the Committee can confirm that a 20% reduction was applied to the number of Shares over which each individual's Award would otherwise have been granted if Cairn's standard approach had been adopted on this occasion.  This decision, which has been applied consistently to all participants in the 2017 LTIP (and also to recipients of grants under the Company's discretionary share plan for its wider employee population), was reached by the Committee after taking appropriate advice from its independent advisors.

Details of the Awards granted to the Executive Directors and PDMRs are as follows:

All Shares were awarded at £1.323 per Share, being the mid-market closing price of a Share on 27 July 2020. The vesting of the Awards (which, in the case of the Executive Directors, have been granted in accordance with the Company's New Remuneration Policy) depends upon the extent to which specified performance conditions are met over a three-year performance period.  Following any such vesting, Awards will be subject to a further "holding period" during which they cannot be exercised; in the case of the Executive Directors, the Director of Exploration and the Chief Operating Officer, this period will not expire until the second anniversary of the vesting date. 

It should also be noted that the New Remuneration Policy gives the Committee a broad discretion to reduce the vesting levels that arise from the formulaic operation of the performance conditions applicable to the above Awards where it is deemed appropriate to do so.  The Committee can confirm that the question of windfall gains is one factor that will be considered at the relevant time.

Finally, any Shares that are ultimately acquired by the Company's Executive Directors on the exercise of these Awards (other than those sold in order to satisfy the resulting tax liabilities) will constitute "relevant shares" for the purposes of Cairn's new post-employment shareholding requirement.  This requires the individuals to build up and maintain a holding of Shares, worth 200% of salary, for the period of two years following cessation of employment.

2.         Summary of current holdings of Executive Directors / PDMRs

Following the grant of the above Awards, the Executive Directors' and PDMRs' beneficial interests in the Shares of the Company are as follows:

* This column includes all outstanding Awards that have vested following the expiry of the applicable performance period, regardless of whether or not they are currently capable of being exercised under the rules of the 2017 LTIP.

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).