Statement re Possible Offer

21 May 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Dragon Oil plc

(the "Company" or together with its subsidiaries "Dragon Oil" or the "Group") 

Response to Announcement from Emirates National Oil Company Limited (ENOC) L.L.C. ("ENOC")

On 19 March 2015, Dragon Oil announced that an independent committee of the Board (the "Independent Committee") had been formed to evaluate an approach by ENOC.

The Independent Committee notes ENOC's announcement on 21 May 2015 and confirms that it has received a proposal to make an offer of 735 pence per share for the entire issued and to be issued share capital of Dragon Oil it does not already own ("the Proposal").

The Independent Committee is considering the Proposal.

The Proposal is subject to various pre-conditions and there can be no certainty that an offer will ultimately be forthcoming or of the terms on which any offer might be made.

Dragon Oil shareholders will be kept informed of relevant developments.

For further information please contact:

Dragon Oil plc +44 (0) 20 7647 7804

Anna Gavrilova, Investor Relations

Joint Financial Advisers and Brokers

Nomura International plc +44 (0) 20 7521 2000

Andrew Forrester

John Bigham

Henry Phillips

Nicholas Marren

Wouter Leemhuis

Davy +353 (1) 679 6363

John Frain

Brian Garrahy

Paul Burke

PR Advisers

Citigate Dewe Rogerson +44 (0) 20 7638 9571

Martin Jackson

RESPONSIBILITY

The directors of Dragon Oil accept responsibility for the information contained in this announcement relating to Dragon Oil, the Dragon Oil group of companies, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Dragon Oil (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Nomura, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for Dragon Oil and no one else in connection with this announcement and will not be responsible to anyone other than Dragon Oil for providing the protections afforded to clients of Nomura nor for providing advice in connection with this announcement or any matter referred to herein.

Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for Dragon Oil and no one else in connection with this announcement and will not be responsible to anyone other than Dragon Oil for providing the protections afforded to clients of Davy nor for providing advice in connection with this announcement or any matter referred to herein.

DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Dragon Oil, all "dealings" in any "relevant securities" of Dragon Oil (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which a scheme of arrangement becomes effective or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Dragon Oil, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Dragon Oil by ENOC , or by any person "acting in concert" with ENOC must also be disclosed by no later than 12 noon (Irish time) on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

Publication on Website

A copy of this announcement will be available at http://www.dragonoil.com/investors/regulatory-news.aspxby no later than 12 noon (Dublin time) on 22 May 2015. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.