Exhibit 99.5

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|2012 |  | 

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ANNUAL INFORMATION FORM

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For the year ended December 31, 2012

March 6, 2013

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LOGO

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TABLE OF CONTENTS

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|Introduction                                                 |                | 1   
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|Corporate Structure                                          |                | 1   
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|General Development of the Business                          |                | 1   
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|Description of the Business                                  |                | 4   
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|                                                             | General        |     
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|                                                             | The Americas   |     
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|                                                             | Southeast Asia |     
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|                                                             | North Sea      |     
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|                                                             | Rest of World  |     
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|Reserves and Other Oil and Gas Information                   |                | 17  
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|Competitive Conditions                                       |                | 17  
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|Corporate Responsibility and Environmental Protection        |                | 17  
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|Employees                                                    |                | 18  
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|Description of Capital Structure                             |                | 19  
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|Market for the Securities of the Company                     |                | 22  
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|Directors and Officers                                       |                | 24  
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|Audit Committee Information                                  |                | 28  
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|Legal Proceedings                                            |                | 28  
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|Risk Factors                                                 |                | 28  
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|Transfer Agents and Registrars                               |                | 36  
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|Interests of Experts                                         |                | 36  
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|Advisories                                                   |                | 36  
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|Exchange Rate Information                                    |                | 39  
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|Abbreviations                                                |                | 40  
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|Additional Information                                       |                | 41  
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|Schedule A  Reserves Data and Other Oil and Gas Information |                | 42  
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|Schedule B  Audit Committee Information                     |                | 92  
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INTRODUCTION

This document is the Annual Information Form of Talisman Energy Inc. for the year ended December 31, 2012.

Unless
the context indicates otherwise, references in this Annual Information Form to "Talisman" or the "Company" include, for reporting purposes only, the direct or indirect subsidiaries of Talisman
Energy Inc. and partnership interests held by Talisman Energy Inc. and its subsidiaries. Such use of "Talisman" or the "Company" to refer to these other legal entities and partnership
interests does not constitute a waiver by Talisman Energy Inc. or such entities or partnerships of their separate legal status, for any purpose.

All
dollar amounts in this Annual Information Form are presented in US dollars, except where otherwise indicated.

Information
related to applicable exchange rates and abbreviations is located near the end of this Annual Information Form; information related to the presentation of reserves data and other oil and
gas information is located in the Advisories and in Schedule "A". Please refer to the table of contents.

Readers are directed to the "Forward-Looking Information" section contained in the Advisories in this Annual Information Form.

CORPORATE STRUCTURE

Talisman Energy Inc. is incorporated under theCanada Business Corporations
Act. The Company's registered and head office is located at Suite 2000, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5. Talisman,
headquartered in Calgary, Alberta, is a Canadian-based upstream oil and gas company.

The
following table lists the material operating subsidiaries owned directly or indirectly by Talisman, their jurisdictions of incorporation and the percentage of voting securities beneficially owned,
controlled or directed by Talisman as at December 31, 2012.

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|Name of Subsidiary(1)                
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|Talisman Energy Canada Partnership(3)
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|Talisman Energy USA Inc.             
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|Talisman Energy Norge AS             
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|Talisman (Corridor) Ltd.             
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|Talisman (Vietnam15-2/01) Ltd.       
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|Talisman Malaysia Limited            
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|Talisman Malaysia (PM3) Limited      
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|Talisman (Algeria) BV                
|                                     

The above table does not include all of the subsidiaries of Talisman. The assets, sales and operating revenues of unnamed operating subsidiaries individually
did not exceed 10% and, in the aggregate, did not exceed 20% of the total consolidated assets or total consolidated sales and operating revenues, respectively, of Talisman, as at and for the year
ended December 31, 2012.

GENERAL DEVELOPMENT OF THE BUSINESS

Strategy

Formerly a subsidiary of BP p.l.c., Talisman began independent operations in 1992, after BP p.l.c. sold its holding in BP Canada through a secondary
offering to the public. Since that time, Talisman has grown to become one of the largest Canadian-based independent oil and gas producers, through a combination of exploration, development and
acquisitions, and now has operations in a number of areas throughout the world.

Over
the past three years, prior to September 2012, Talisman's business strategy was to focus the Company on long-term profitable growth from its shale operations in North America and its
operations in Southeast Asia, on stable production and cash flow from its North Sea operations, and to position the Company for renewal via high impact exploration.

In
September 2012, following a strategic review of the business, Talisman's Board of Directors ("Board") decided that the Company needed to shift its focus to a more disciplined approach for managing
capital investments and increasing profitability. On

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       1

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September 10,
2012, Mr. Hal Kvisle, who was a director of Talisman, was appointed as President and Chief Executive Officer replacing Mr. John Manzoni who had been President and
Chief Executive Officer since 2007.

Talisman
is focused on significantly increasing total shareholder returns and near-term profitability; in particular, cash flow per share growth. To achieve this, Talisman has set four
key priorities:

Specific Events in the Past Three Years

Significant events that contributed to the development of Talisman's business over the last three years include the following:

2010

North
America

Southeast
Asia

North
Sea

Exploration

2011

North
America

Southeast
Asia

Exploration

2TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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2012

Corporate

Southeast
Asia

North
Sea

Exploration

Segments and Operating Divisions

In 2012, Talisman's activities were conducted in four geographic segments for the purposes of financial reporting: North America, Southeast Asia,
North Sea, and Other. The North America segment includes operations in Canada and the US. The Southeast Asia segment includes operations and exploration activities in Indonesia, Malaysia, Vietnam and
Papua New Guinea, and non-operated production in Australia/Timor-Leste. The North Sea segment includes operations and exploration activities in the UK and Norway. The Company also
has non-operated production in Algeria, operations and exploration activities in Colombia, and exploration activities in Sierra Leone and the Kurdistan Region of Iraq. In 2012, the Company
decided to exit Peru and expects to complete the process in 2013. For ease of reference, the activities in Algeria, Colombia, Peru, Poland, Sierra Leone and the Kurdistan Region of Iraq are referred
to collectively as the "Other" geographic segment or "Rest of World", except where otherwise noted.

As
at December 31, 2012, for operational purposes, the Company divides itself into three main operating areas: the Americas (North America and Latin America), Southeast Asia and the North Sea,
with an active exploration program across all three. Activities within the Company's Exploration division, which are focused on exploration but include some development and production activities from
prior exploration activities, were, in addition to the main operating areas, carried out in Poland, Sierra Leone and the Kurdistan Region of Iraq for the year ended December 31, 2012.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       3

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DESCRIPTION OF THE BUSINESS

General

Talisman is one of the largest Canadian-based independent oil and gas producers. Talisman's main business activities include exploration,
development, production, transportation and marketing of crude oil, natural gas and natural gas liquids.

Talisman's
aggregate production for the year ended December 31, 2012 was 426 mboe/d, comprised of 27 mbbls/d of oil and liquids and 985 mmcf/d of gas from North America;
42 mbbls/d of oil and liquids and 524 mmcf/d of gas from Southeast Asia; 71 mbbls/d of oil and liquids and 31 mmcf/d of gas from the North Sea; and 22 mbbls/d of oil
and liquids and 42 mmcf/d of gas from other areas. Approximately 38% of the Company's production is liquids and 62% is natural gas (on a 6 mcf:1 bbl equivalency basis). In
2012, in Southeast Asia, approximately 42% of production was oil-linked gas. Talisman's 2012 capital expenditures were approximately $4 billion.

On
February 21, 2013, organizational changes were announced at Talisman. This annual information form does not reflect the resulting management reporting structure established post-year
end 2012.

In
2013, Talisman plans to spend approximately $3 billion on capital expenditures. The Company has some flexibility to adjust its capital spending to pursue opportunities and respond to a
changing economic outlook. Indicative capital estimates across the Company's operating regions, which are subject to change, are as follows:

North America

$
~1,100 millionColombia

$
~250 millionSoutheast Asia

$
~650 millionNorth Sea

$
~800 millionRest of World and Corporate

$
~200 million$
~3 billion


Talisman
investigates strategic acquisitions, dispositions and other business opportunities on an ongoing basis, some of which may be material. In connection with any such transaction, the Company may
incur debt or issue equity securities.

All
information in this Annual Information Form relating to assets owned or held by Talisman is as of December 31, 2012, unless otherwise indicated.

The Americas

North America

Talisman intends to focus its 2013 North American spending primarily on liquids and liquids-rich opportunities. Talisman continues to
review options for strategic divestitures and acquisitions that would increase the Company's focus on building significant liquids and liquids-rich shale projects. Talisman's North America
operations are organized into two distinct businesses: Canada and United States.

4TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Canada

Talisman's Canadian assets are focused around the following areas: natural gas in British Columbia's Montney play; liquids-rich gas in Alberta's Duvernay play;
liquids and gas in the Edson area of Alberta; and conventional oil in the Chauvin area of Alberta/Saskatchewan. Talisman spent approximately $440 million to develop its assets in Canada in
2012, resulting in total production of 522 mmcfe/d (87 mboe/d).

MAP

Montney

Talisman's Montney play in northeast British Columbia provides Talisman with many opportunities at different stages of maturity. Talisman holds approximately 182,000 net
acres of land in the Montney. In 2011, Talisman completed a transaction with Sasol, establishing a partnership to develop the Farrell Creek and Cypress A assets, selling to Sasol a 50% working
interest for approximately $500 million in cash and $1.6 billion in carry funding of future development costs. The partnership agreement with Sasol involves a spending commitment of at
least $1.1 billion during the development period from 2015-2024, subject to a requirement of economic viability of the play. The partners will continue to develop Farrell Creek and appraise
Cypress A, with Cypress A appraisal wells planned in 2013 and commercial development planned to commence in 2015. A number of options for long-term egress from the area are being
considered. Talisman decided not to participate with Sasol in a proposed Western Canada GTL facility in 2012.

Duvernay

Talisman's Duvernay play, located in central Alberta, has been identified as a top tier shale play due to its liquids-rich characteristics. The Company currently
holds interests in 347,000 net acres of land in the Duvernay. In 2012, Talisman drilled five horizontal pilot wells, with four of these wells onstream as at December 31, 2012. The
Company plans to drill four to five pilot wells in 2013 to further appraise the play.

Conventional

Talisman's conventional assets are primarily located in the following areas: tight gas in the Outer Foothills of Alberta; liquids and gas in the Greater Edson area of Alberta;
deep gas in the foothills of Monkman, British Columbia and Alberta Foothills; and oil operations in the Chauvin area of Alberta and adjoining areas in Saskatchewan. Talisman continued to develop its
conventional assets throughout 2012 with exploration and development spending of $248 million, resulting in total production of 444 mmcfe/d (74 mboe/d). In total, 72 gross
(56.8 net) wells were drilled in 2012.

In
the conventional portfolio, the focus for 2013 will be on liquids-rich opportunities and utilizing the application of technology to optimize value in both conventional oil and
liquids-rich gas plays in Canada. Talisman expects that 2013 conventional exploration and development spending will be reduced compared to last year and will continue to focus on an
expanded liquids-rich gas and oil development program in the Greater Edson area.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       5

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Talisman
entered into a seven-year agreement with Pembina Pipeline Corporation ("Pembina") for 150 mmcf/d of firm capacity at the Saturn Deep Cut facility, an enhanced natural gas
liquids extraction facility to be built and operated by Pembina in the Wild River area of Alberta. The Saturn Deep Cut facility is currently under construction and is expected to be in operation by
the end of 2013. The facility is expected to allow Talisman to increase the liquids recovery from Wild River and Bigstone gas from 9 bbls/mmcf to 60-80 bbls/mmcf.

Lorraine/Utica

Talisman's Lorraine/Utica lands are located in the Quebec lowlands along the St. Lawrence River, where the Company now holds 753,000 net acres. Talisman suspended
operations in the region in 2011. In 2012, the Company determined that it would not commit capital in the foreseeable future toward exploration activities in Quebec, where the prohibition regarding
hydraulic fracturing for shale gas development continues during the province's ongoing Strategic Environmental Assessment. Accordingly, the Company fully impaired its Quebec exploration and evaluation
assets and recorded an after-tax impairment of $82 million.

United States

Talisman is involved in two shale gas plays in the United States  the Marcellus and Eagle Ford. In 2012, the Company spent
approximately $1.1 billion on these shale gas plays. Annualized production from these plays totaled approximately 606 mmcfe/d (101 mboe/d) in 2012.

MAP

Marcellus Shale

Talisman's interests in the Marcellus shale play are located in New York and Pennsylvania. Talisman's main area of focus in 2012 was in Pennsylvania, which will continue
to be a focus of investment in 2013. At year-end, the Company's full year production averaged 514 mmcf/d, up from 413 mmcf/d in 2011, with significant improvements in the
year in drilling and completion efficiencies and with better than expected ongoing reservoir performance. The Company holds approximately 208,000 net acres of land in Pennsylvania.

In
February 2012 Pennsylvania signed into law legislation imposing a fee payable over 15 years on all wells drilled in Pennsylvania, with the exact amount of the fee depending on natural gas
prices and other factors. The fee was applied retroactively to all wells drilled prior to 2012.

The
majority of Talisman's Marcellus wells for 2013 have been permitted, and the Company has secured sufficient egress capacity, water access and disposal for its 2013 plans.

In
New York, the State Department of Environmental Conservation ("DEC") continues to review the draft Supplemental Generic Environmental Impact Statement and the new rules are expected to be
published in 2013. Talisman has no immediate plans to drill in New York and will continue to monitor the pending regulatory changes applicable to future operations in New York.

Eagle Ford Shale

Talisman's interests in the Eagle Ford shale play are located in south Texas, where the Company now holds approximately 74,000 net acres of land. Transition towards
shared operatorship with Statoil is progressing pursuant to the South Texas Joint Development

6TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Agreement
("STJDA") with Statoil. Talisman will transfer operatorship of the eastern part of the play to Statoil in 2013. The STJDA will remain in force, with each company continuing to hold a 50%
share of the entire play where the joint venture operates. Talisman's strategy in this play is focused on developing areas with higher liquid yields. Production at the end of 2012 was 20 mboe/d
and averaged 15 mboe/d for the year, up from 5 mboe/d in 2011. Pursuant to the STJDA, Talisman and Statoil plan to continue to develop the liquids-rich areas and expect to
operate seven rigs in 2013. The Company acquired a number of midstream contracts to ensure sufficient egress capacity in the region in 2012.

Infrastructure and Midstream

Talisman's midstream operations include approximately 1,035 km of gathering systems in Western Canada, and five operated gas plants in the Edson area. The Company's
midstream assets support many of the Company's conventional assets, including the Alberta Foothills, Greater Edson and Chauvin. Total 2012 throughput (adjusted for sale) averaged 241 mmcf/d for
gas and 35.6 mboe/d for oil, while generating revenues of $35.9 million in custom processing.

In
addition, Talisman has midstream operations in its Marcellus shale play. The Pennsylvania midstream assets consist of approximately 200 miles of gathering/transmission pipelines serviced by
seven compression/gas dehydration facilities (70 units) with throughput capacity of 800 mmcf/d. During 2012, these facilities delivered 513 mmcf/d into outlets on Tennessee Gas
Production, Empire, Dominion Transmission and Corning Natural Gas. The New York midstream assets currently consist of approximately 195 miles of gathering/transmission pipelines and
7 compression/gas processing facilities (9 units) with throughput capacity of 125 mmcf/d. During 2012, these facilities delivered 21 mmcf/d to facilities on Dominion
Transmission and Corning Natural Gas. All of these systems, originally constructed for the sole purpose of servicing Talisman's producing operations, currently gather only volumes from wells in which
Talisman currently has a working interest, although additional capacity is available for future use.

For
a description of Talisman's agreement with Pembina at the Saturn Deep Cut facility, see "Description of the
Business  North America  Canada  Conventional".

Asset Sales

In 2012, Talisman sold approximately $1 billion of assets, including approximately $500 million of non-producing, non-core coal properties
located in northeast British Columbia, and approximately $450 million of assets in the Shaunavon and Whitecourt areas of Western Canada.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       7

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Latin America

Colombia

Talisman has its own operations in Colombia and also owns a 49% interest in Equión, described below.

Talisman
currently holds an interest in 4.4 million net acres (excluding the acreage owned by Equión) in Colombia and continues to have an active exploration program in the
Llanos region, a proven hydrocarbon basin.

|MAP |  | In the foothills region, the Huron-2 appraisal well in the Niscota Block has reached total depth and will be tested in 2013. The Huron-3 well was spudded in 2012 and is expected to finish drilling in 2013.
In 2012, Talisman commenced a two-well stratigraphic program on Block CPE-8 with the Segua-2 well. This program will continue in 2013 with the Segua-1 well.
In 2012, Talisman completed its twelve-well stratigraphic program in Block CPE-6, which is in close proximity to the producing Rubiales field. Upon environmental licensing approval, Talisman will commence drilling appraisal wells and acquisition of a
3D seismic program in 2013.
In Block CPO-9, Talisman will be drilling seven appraisal wells in 2013 offsetting Akacias-1 and plans to put them on production as an early pilot development ("EPD"). Talisman will also be testing two down-dip wells drilled in 2011 to determine the
aerial extent of the oil reservoir.
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8TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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In January 2013, the shareholders of Oleoducto Central SA ("Ocensa") converted the business from a cost recovery to a for-profit business, increasing the
pipeline tariff and permitting the holders of Ocensa transportation capacity to monetize their unutilized capacity for profit. Talisman, as a shareholder in Ocensa, will be entitled to receive
dividends and will pursue arrangements with third parties to generate revenue by temporarily releasing the Company's transportation capacity on Ocensa that is surplus to Talisman's present
requirements.

In
2013, Talisman plans to ship third party volumes using its Ocensa transportation capacity. Talisman has re-valued its interest in the pipeline to $662 million.

Colombia  Equión

In January 2011, Talisman acquired a 49% interest in Equión. The remaining 51% interest in Equión is held by Ecopetrol.

Equión
currently holds interests in 180,000 net acres and equity interests, capacity interests, or both in three pipelines.

In
the foothills region, Equión brought two new Piedemonte wells, Pauto M5 and Pauto J6, onstream, with a combined production of nearly 9.0 mbbls/d gross condensate.

In
2012, Equión approved the Piedemonte Phase II development project to install additional gas handling facilities, increase oil transportation capacity and drill nine
development wells in the Piedemonte fields.

In
late 2012, Equión drilled its first exploration well, Mapalé-1, on Block RC-5 in the Caribbean Sea. The well was plugged and abandoned
with gas shows.

In
2012, through a series of transactions involving Equión and its subsidiaries, the Equión shareholding interest in Ocensa was distributed, with Talisman acquiring a
12.152% shareholding in Ocensa and Ecopetrol SA ("Ecopetrol") acquiring a 12.648% shareholding. In addition, all but 5% of Equión's interest in transportation capacity on Ocensa
was distributed, with Talisman acquiring 9.7% of transportation capacity in Ocensa and Ecopetrol SA acquiring 10.1% of transportation capacity.

Peru

In 2012, Talisman drilled the exploration well Situche Norte-4X in Block 64, which was unsuccessful.

In
September 2012, Talisman decided to discontinue operations in Peru and exit the country upon completion of all obligations.

Southeast Asia

Southeast Asia is a growth area delivering significant free cash flow and exploration upside.

Talisman
has interests in Indonesia, Malaysia, Vietnam, Australia/Timor Leste and Papua New Guinea. In 2012, Southeast Asia production averaged 128.6 mboe/d, which accounted for
approximately 30% of the Company's production worldwide. As at year-end 2012, Talisman operated approximately 37% of its Southeast Asia production.

Talisman
participated in drilling several exploration and appraisal wells in Southeast Asia in 2012.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       9

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Indonesia

Talisman's Indonesian assets include onshore interests at Corridor, Ogan Komering and Jambi Merang as well as offshore interests in Southeast
Sumatra, Tangguh and exploration acreage including the Andaman III PSC. Talisman also has an associated 6% interest in the Grissik-to-Duri pipeline and the
Grissik-to-Singapore pipeline.

Talisman
has a 36% non-operated interest in all but two of the fields in the Corridor PSC and field production facilities. In December 2011, Talisman and its partners in the
Corridor PSC executed binding heads of agreement to unitize the Suban field in the Corridor PSC with an adjacent PSC, reducing Talisman's share of the Suban field from 36% to 32.4%.

MAP

In
November 2012 Talisman entered into an agreement to dispose of its interest in the Offshore Northwest Java ("ONWJ") PSC to PT PERTAMINA Hulu Energi ONWJ.

Talisman
is also working towards exiting its exploration blocks in the South Makassar Basin.

There
are three major buyers of Corridor gas. Gas sales commenced with first production from Corridor in 1998 pursuant to a gas-to-oil exchange agreement with PT Chevron
Pacific Indonesia ("Chevron") at the Duri oilfield. These volumes were increased pursuant to another gas-to-oil exchange agreement signed with Chevron in 2000. Gas sales
commenced in September 2003 to Gas Supply Pte. Ltd., under the terms of a 20-year gas sales agreement. The sale of gas to PT Perusahaan Gas Negara (Persero), Tbk. ("PGN"), made
pursuant to a 17-year gas sales agreement, began at 51 mmcf/d gross sales gas from Corridor in 2007 and averaged 360 mmcf/d gross sales gas in 2012. In May 2010, the
two gas-to-oil exchange agreements with Chevron were converted to agreements whereby the gas is now sold for cash consideration, with approximately 500 bcf gross of gas
sales volumes added to all joint venture participants under the 2000 gas sales agreement.

Sales
from Corridor to PGN for their markets in West Java are sold under a long-term contract with no associated transportation costs. The minimum volume commitment is approximately 523 bcf net
over the remaining 11-year life of the contract. Subsequent to December 31, 2012 an agreement was reached with PGN to increase the contract price for the sale of Corridor gas under the PGN West
Java Gas Sales Agreement. Under the new agreement, the gas price will increase in stages effective September 2012.

In
2012, net production from the Corridor PSC was approximately 57.9 mboe/d. Corridor production accounted for approximately 45% of Talisman's Southeast Asia production. Progress was made on
the Letang Tengah Rawa Optimization project, anticipated to deliver 16 mmcf/d net to the premium priced Chevron/Duri gas sales contract in 2013, and the Sumpal expansion project, which includes
a well and doubling processing capacity at the Sumpal facility, expected to be completed in 2013. The early compression project at the Dayung field increased net sales gas production to approximately
50 mmcf/d and it is expected that the second phase of the project will increase gross raw facility capacity at the Grissik Central Gas Plant from 310 mmcf/d to 460 mmcf/d by the
end of 2013.

10TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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In
2010 Talisman acquired a 25% interest in the Jambi Merang PSC. The Jambi Merang project came onstream in April 2011. In 2012, Jambi Merang performance exceeded plan expectations with
production averaging 6.5 mboe/d for the year.

Talisman's
share of production from the Tangguh LNG project contributed 27 mmcf/d in 2012.

Talisman
participated in 22 development gas and oil wells in 2012.

The
Company's 2013 activities in Indonesia will focus primarily on South Sumatra. Approximately 20 development gas and oil wells are expected to be drilled in Indonesia in 2013.

Malaysia

MAP

Talisman
holds a 41% operated interest in Block PM-3 CAA PSC between Malaysia and Vietnam and associated production facilities. In addition, Talisman holds a 33%
interest in Block 46-Cai Nuoc adjacent to PM-3 CAA and a 60% interest in each of Block PM-305 and Block PM-314. In
Block PM-3 CAA, Talisman is operating facilities referred to as the "Southern Fields" and the "Northern Fields." The Kekwa sub block in PM-3 CAA expiry
date has been extended nine months to April 2013. Negotiations to further extend the Kekwa sub block as well as the balance of Block PM-3 CAA, which expires in 2017,
are ongoing.

Talisman
also holds a 70% working interest in exploration licences for SB-309 and SB-310, acreages offshore Sabah in east Malaysia. In 2012 Talisman was awarded a 60% equity
interest and operatorship of the Kinabalu Oil PSC, which is a mature oilfield in the offshore Malaysian Sabah Basin. Operatorship of this PSC became effective in December 2012 and has the
potential for significant liquids growth as well as providing tieback synergies with potential discoveries in the existing Talisman Sabah exploration licences.

In
2012, production in Malaysia averaged 36.8 mboe/d, which accounted for approximately 29% of Talisman's total Southeast Asia production. Six development wells were drilled in Malaysia in
2012, one of which was a water injector.

Optimization
initiatives at PM-3 CAA to maximize gas production and meet strong regional demand have resulted in an increase of 8% in gas production over the previous year and the
highest production levels since 2004.

In
2013, Talisman plans to drill several development wells in Kinabalu and the PM-3 CAA Southern fields.

Malaysia  Exploration

In 2012, Talisman acquired 3D seismic data over the SB310 Block offshore Sabah.

In
2013, Talisman is planning to drill two offshore exploration wells in Sabah Blocks SB309 and SB310.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       11

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Vietnam

Talisman holds a 30% interest in Block 46/02 and in the Truong Son Joint Operating Company ("JOC") which operates the Block. Block 46/02 lies
in the Malay  Tho Chu Basin, adjacent to PM-3 CAA and Block 46-Cai Nuoc. Talisman also holds a 60% interest in
Block 15-2/01 and in the Thang Long JOC, which operates the Block. Block 15-2/01 lies in the Cuu Long Basin, the predominant oil producing basin in Vietnam. The
Company also holds a 49% operated interest in Blocks 133 and 134, 40% in Blocks 135 and 136, and 40% in Block 05-2/10 in the Nam Con Son Basin. In 2012, Talisman reached a
farm-in agreement with Mitra Energy Limited to acquire a 35% interest in Blocks 45 and 46/07 adjacent to PM-3 CAA in the Malay-Tho Chu Basin.
This agreement has been approved by PetroVietnam and is now awaiting government approval for the amended investment licences.

|MAP |  | In 2012, Vietnam production averaged 1.9 mbbls/d, with 1.3 mbbls/d from Block 46/02, accounting for approximately 1% of Southeast Asia production.
In December 2011, Talisman sanctioned the HST/HSD development project in Block 15-2/01. The development, which will be tied into the adjacent Block 16-1 facilities operated by Hoang Long JOC to the south of Block 15-2/01, is
progressing on schedule and on budget, with two jackets now installed and the drilling rig on location at HST. Pipeline tie-ins and all subsea construction work was completed in 2012 and development drilling for the four HST wells is progressing
according to schedule. First production is planned for the second half of 2013.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Vietnam  Exploration

In 2012, Talisman drilled the exploration well, Ngoc Thac 4-1X on Block 05-2/10, which was plugged and abandoned without encountering
hydrocarbons. A second exploration well in the same block, Thac Anh 3-1X, was drilled and resulted in a non-commercial gas discovery. In addition, Talisman acquired
3D seismic on Blocks 135 and 136.

Australia/Timor Leste

Talisman holds non-operated interests in the Laminaria and Corallina fields offshore Australia, and in the Kitan field in
JPDA 06-105. Production in Australia/Timor-Leste averaged 11.7 mbbls/d in 2012, accounting for approximately 9% of Talisman's total Southeast Asia production.

Better
than expected reservoir performance at Kitan throughout the year has resulted in production rates of up to 11.0 mbbls/d.

One
appraisal well and a development sidetrack are planned for Kitan in 2013.

12TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Papua New Guinea

In Papua New Guinea, Talisman continues to progress its gas aggregation strategy and develop gas monetization options.

In
February 2012, Talisman farmed out a portion of its equity interest in nine licences to Mitsubishi. Following the farm-out, Talisman and Mitsubishi licensed equity positions will
average 40% and 20%, respectively, in these licences.

The
Stanley condensate recovery scheme was sanctioned by Talisman in June. This liquids project is expected to start production in late 2014 at the earliest, subject to final government
approval of the development scheme.

|MAP |  | Papua New Guinea  ExplorationIn 2012, drilling was completed on five exploration and appraisal wells, three of which increased Talisman's gas resources in the country.
The Weimang-1 exploration well in PPL 235 was suspended as a gas discovery.
A successful appraisal well, (Elevala-2), was drilled over year-end 2011 on the Elevala discovery in PRL 21.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In PRL 21, the Ketu-2 appraisal well also increased the extent of the Ketu discovery and in PPL235, the Puk Puk-2 appraisal well did not
encounter gas, but identified the gas water contact in the Puk Puk discovery resulting in an increase of the field's resources. Aiema-1 in PPL235 was plugged and abandoned as a dry hole.

In
addition to drilling activity, Talisman plans to continue seismic acquisition across various blocks with a view to identifying suitable prospects for drilling in subsequent years.

North Sea

Talisman's North Sea business delivered total production of 76 mboe/d in 2012. The majority of the Company's production in this area is
associated with oil and liquids. Talisman continues to invest in the North Sea to ensure the integrity and safety of Talisman's installations as well as to increase field recoveries.

The
role of exploration in the North Sea is to support sustainable production by offsetting existing declines.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       13

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UK

On December 17, 2012, Talisman sold a 49% equity interest in its main UK operating subsidiary, Talisman Energy (UK) Limited, now renamed
Talisman Sinopec Energy UK Limited ("TSEUK"), which owns substantially all of Talisman's UK assets, to Addax Petroleum UK Limited, a wholly owned subsidiary of Sinopec. The deal structure is a
corporate joint venture ("JV") whereby Sinopec purchased 49% of TSEUK's outstanding shares for $1.5 billion, with adjustments for working capital and an economic effective date of
January 1, 2012. Together with Sinopec, the JV will allow for more investment in the UK assets than Talisman would have invested alone, with the goal of improving reliability and efficiency
while increasing the reserves and remaining life of the assets. The sale and resulting JV will reduce Talisman's share of capital spending, operating costs, production and abandonment liabilities.
Under the terms of the JV, Talisman and Sinopec have agreed to spend approximately $1.9 billion (net Talisman share) of capital expenditure over the 2013 to 2016 period. Seven hundred million
of that spend is expected to be spent on the Montrose Area Development ("MAR") project. The following details for 2012 account for the 100% interest prior to December 17, 2012 JV closure
and the 51% interest thereafter, and forward-looking statements reflect post-JV operations unless otherwise stated.

|MAP |  | TSEUK's principal UK operating areas include Claymore, Piper (including Tweedsmuir), Tartan, Ross/Blake, Buchan/Hannay, Enoch/Blane, Quad 16, Montrose/Arbroath, Fulmar, Auk, and Clyde. These principal operating areas
encompass a total of 42 fields. TSEUK's working interests range from 5% to 100%, as well as in a number of production facilities and pipelines, including a 80% interest in the Flotta Terminal. Thirty-two fields are operated (with TSEUK's
interests ranging from 25% to 100%) and 10 are non-operated (with TSEUK's interests ranging from 5% to 53%). In 2012, the UK contributed 52 mboe/d, or 12%, of the Company's worldwide production. The primary focus in the UK is oil, with oil
and liquids contributing to 98% of TSEUK's UK production. At year-end 2012, TSEUK operated approximately 97% of its UK production.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2012, TSEUK drilled and completed a production well at Clyde Northern Terrace. The MAR project, with first oil planned for 2016, was sanctioned in 2012 and
granted Brownfield Allowance with approval to proceed by UK government authorities in October 2012. The Auk South development has been deferred and placed back into the pre-sanction stage, with
a re-evaluation of development options expected in 2013. In 2013, TSEUK plans to continue upgrades at Claymore, Fulmar and Piper platforms to increase operating capability, and plans to replace
the Arkwright riser to enable Arkwright and Brechin to be brought back on stream. TSEUK plans to complete the Tweedsmuir TP3 well and drill development wells at Clyde and Godwin in 2013.

14TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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UK  Exploration

In 2012, TSEUK farmed down and participated in two appraisal wells, Kildrummy Block 15/12b and Talbot Block 30/13a. The results of Kildrummy have confirmed that oil
accumulation is non-commercial. Talbot was still drilling over year-end. Additionally, TSEUK was successful in acquiring new acreage in the recent UK licensing round, which
will support existing and potential operations.

In
2013, TSEUK plans to drill an exploration well, Seagull North, in Block 22/24e.

Norway

In 2012, production in Norway averaged 24 mboe/d across 9 fields, accounting for approximately 6% of the Company's production
worldwide. The primary focus in Norway is oil, with oil and liquids contributing to 83% of Talisman's Norway production. As at year-end 2012, Talisman operated approximately 56% of its
Norway production. Talisman's 2013 drilling program includes activities in Gyda, Varg, Brage, Veslefrikk and Brynhild fields.

In
Norway, Talisman operates the Blane, Gyda, Yme, Varg and Rev fields with interests ranging from 18% to 70%. It also holds interests from 0.5% to 34% in a number of non-operated fields
with associated production facilities and intrafield pipelines including Brage, Veslefrikk, Brynhild and Tambar East.

|MAP |  | In 2012, Talisman drilled three development wells, two of which were still being drilled at the beginning of 2013. In December, Talisman decreased its working share in Brynhild from 30% to 10% by selling a 20% share to Lundin Norway AS, which
plans to complete facility modifications and drilling at Brynhild in 2013, with first oil planned for late 2013.
In 2012, the Yme project experienced significant delays, quality issues and cost overruns, and the Company is in arbitration with the platform contractor. In the third quarter, Talisman made a decision to de-man the platform for safety related
reasons and it has not been re-manned since. Given the uncertainty of the timing for first oil, Talisman removed Yme from its forward production projections and recorded impairment losses of $1,475 million pre-tax ($373 million after-tax).
At the end of the third quarter this represented an impairment of the remaining book value of the property, plant and equipment of Yme, leaving a deferred tax asset of $521 million relating to the investment in the project. Capital expenditures
incurred during the fourth quarter, capitalized interest and revised decommissioning liabilities totalling $99 million pre-tax ($28 million after-tax) were also impaired in full. Management continues to work with all stakeholders to
evaluate options.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Norway  Exploration

Talisman participated in two dry exploration wells in 2012: Isbjorn in Licence PL568 and Outsider in Licence PL375b and PL375.

In
2013, the Company plans to participate in two exploration wells, Frode close to Talisman's Gyda production facilities, and Darwin, in the Barents Sea.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       15

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Rest of World

Talisman's other interests during 2012 included producing operations in Algeria and exploration activities in the Kurdistan Region of Iraq, Sierra
Leone and Poland.

Algeria

|MAP |  | Talisman holds a 35% non-operated interest in Block 405a under a PSC with Algeria's national oil company, Sonatrach. Through its participation in Block 405a, Talisman currently holds a 35% interest in the producing
Greater Menzel Lejmat North fields and the Menzel Lejmat Southeast field, a 2% interest in the producing unitized Ourhoud field, and a 9% interest in the undeveloped unitized EMK field. Talisman has signed a Framework Agreement for the joint
construction and operation of shared process facilities for the EMK field plus three other fields located in Block 208 (collectively, the "El Merk Project").
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2012, Talisman participated in seven development wells and plans to participate in up to seven development wells in 2013. The EMK field will be jointly developed with fields
located in neighbouring Block 208, where first oil is scheduled in mid-2013.

Production
from the area averaged 12 mboe/d in 2012, accounting for approximately 3% of the Company's production worldwide. Talisman's Algeria production is 100% oil and liquids.

The Kurdistan Region of Iraq

Talisman has an interest in two blocks, Kurdamir and Topkhana, in the Kurdistan Region of Iraq covering in excess of 119,000 acres.

In
2012, Talisman relinquished its interest in the Baranan Block to the Kurdistan regional Government.

|MAP |  | In the fourth quarter of 2011, Talisman spudded the Kurdamir-2 exploration well on the Kurdamir Block. This well has yielded positive results and was rig released in January 2013. The well was drilled to test the Oligocene and Cretaceous
targets. Testing in the Cretaceous yielded non-commercial gas and gas condensate flow. Additional testing was conducted in the Eocene zone without establishing commercial flow rates.
Operations to acquire 3D seismic over the Kurdamir and Topkhana Blocks commenced in the fourth quarter of 2012, and will continue through late 2013.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Talisman is planning to drill two appraisal wells in 2013: Kurdamir-3 and Topkhana-2.

16TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Sierra Leone

In 2012, Talisman entered into farm-out agreements with Lukoil Overseas Bulgaria B.V. and Petronas Sierra Leone E&P Ltd.
Following the 2012 farm-outs, Talisman holds an undivided interest of 30% and is the operator.

In
the fourth quarter of 2012, Talisman finished drilling Djembe-1 well, its first deepwater exploration well in West Africa. The well was plugged and abandoned.

Talisman
will continue to evaluate the Djembe-1 well results into 2013.

Poland

During 2012, Talisman finished drilling three wells in its acreage, Lewino-1G2, Rogity-1, and Szymkowo-1. The
three wells encountered the Ordovician shale with hydrocarbon shows.

Talisman
is currently evaluating its options in Poland.

RESERVES AND OTHER OIL AND GAS INFORMATION

Information on the Company's reserves and other oil and gas information, prepared in accordance with both Canadian disclosure
requirements and U.S. standards, is set forth in Schedule A.

COMPETITIVE CONDITIONS

The oil and gas industry, both within North America and internationally, is highly competitive in all aspects of the business. The
Company actively competes for the acquisition of properties, the exploration for and development of new sources of supply, the contractual services for oil and gas drilling and production equipment
and services, the transportation and marketing of current production, and industry personnel. With respect to the exploration, development and marketing of oil and natural gas, the Company's
competitors include major integrated oil and gas companies, numerous other independent oil and gas companies, individual producers and operators, and national oil companies. A number of the Company's
competitors have financial and other resources substantially in excess of those available to the Company. In addition, oil and gas producers in general compete indirectly against others engaged in
supplying alternative forms of energy, fuel and related products to consumers.

CORPORATE RESPONSIBILITY AND ENVIRONMENTAL PROTECTION

Corporate Policies

Talisman has formal policies and procedures that support the Company's commitment to corporate responsibility. Talisman's Policy on Business Conduct
and Ethics ("PBCE") is the foundation of the Company's corporate responsibility framework. As a condition of employment, all employees of Talisman are required to read the PBCE, take the associated
and mandatory annual training, and apply the PBCE to their work.

Employees
and directors are required to complete a declaration annually, which confirms their compliance with the PBCE; any compliance exceptions are reviewed individually by the Chief Executive
Officer and reported to the Board of Directors.

Both
the PBCE and Talisman's Security Policy incorporate reference to the Voluntary Principles on Security and Human Rights (the "Voluntary Principles"). Talisman continues to work on
implementing the Voluntary Principles. Talisman will also continue to act as a Steering Committee representative for the International Oil Companies (IOCs) participating in the initiative until
March 2013.

The
Company is moving forward with measures to support commitments made in the Global Community Relations Policy, including the introduction of a Community Benefits Standard. During 2012, the Company
also developed its Guidelines for Community Involvement, which will define and standardize the criteria and processes for Talisman's community giving and partnerships moving forward. Additionally,
during 2012, the Company developed a draft Supplier Code of Conduct ("SCOC") with the intent to pilot this during 2013. The SCOC will assist Talisman in better delivering on its commitment to promote
leading environmental, social and governance performance among its business partners.

In
2012, Talisman continued to support the Extractive Industries Transparency Initiative and the United Nations Global Compact (UNGC), but withdrew from the UNGC LEAD initiative as a result of a
review of existing partnerships and their alignment with the revised business strategy for 2013.

Health, Safety and Environmental Protection

The Board of Directors and all executive officers are accountable for Talisman's health, safety, security, environment and operational performance.
Talisman's Health, Safety, Environment and Corporate Responsibility ("HSECR") Committee of the Board of Directors and the Company's executive officers regularly review the Health, Safety, Security,
Environment and Operational Assurance ("HSSE and Operational Assurance") internal controls, performance reports, significant issues, exposures and strategic initiatives. To ensure

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       17

---



the
implementation of Talisman's Global Health, Safety and Environment Policy ("HSE Policy"), Talisman utilizes the Project Delivery System and HSSE and Operational Assurance global standards,
processes and procedures.

Talisman's
HSSE and Operational Assurance organization's primary roles are to:

The
goal of Talisman's HSE Policy is to "create a working environment such that we cause no harm to people, and where we minimize our impact on the environment." To achieve this, the HSE Policy
requires that Talisman will:

Talisman
has created a five-year plan to develop and implement global HSSE and Operational Assurance standards based on the tenets of the HSE Policy. To date, the following standards have
been introduced and are being implemented and monitored: Global Performance Indicator Periodic Reporting, Incident Reporting, Investigation and Analysis, Contractor HSE Management, Equipment
Integrity, Integrated Emergency Response and Crisis Management, Leadership and Commitment, Management of Change, Risk Management and Safety Culture.

Safe
operations in all Talisman activities is a core value of the Company; if operational results and safety ever come into conflict, Talisman employees and contractors are empowered and encouraged to
choose safety over operational results. Talisman will support that choice. Talisman's safety culture is driven by strong commitment from senior management and safety accountability at all levels of
the organization.

The
HSE Policy and HSSE and Operational Assurance standards, processes and procedures include mechanisms to minimize environmental impacts; ensure compliance with legislation, permits, and licences;
and appropriately assess risks. Talisman regularly reports to and consults with government agencies in its operating regions and submits to routine regulatory inspections. Internal and
third party audits are conducted regularly to ensure that operations comply with legislation, facility permits and licences, and internal standards. The Company also conducts environmental due
diligence on applicable asset and corporate acquisitions to identify and properly account for pre-existing environmental liabilities.

More
information about Talisman's corporate responsibility and HSSE practices and performance is available on the Company's corporate website at www.talisman-energy.com.

EMPLOYEES

At December 31, 2012, Talisman's permanent staff complement was 3,087(1), as set forth in the
table below.

|                
|----------------
|                
|                
|                
|North America   
|                
|North Sea       
|                
|Southeast Asia  
|                
|Latin America   
|                
|Rest of World(3)
|                
|Total           
|                

18TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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DESCRIPTION OF CAPITAL STRUCTURE

Share Capital

The Company's authorized share capital consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of first
and second preferred shares. The outstanding shares consist of Common Shares and Series 1 First Preferred Shares, all of which are fully paid and non-assessable.

Common Shares

Holders of Common Shares are entitled to receive notice of and to attend all annual and special meetings of shareholders. Each Common Share carries
with it the right to one vote. Subject to the rights of holders of other classes of shares of the Company who are entitled to receive dividends in priority to or rateable with the Common Shares, the
Board of Directors may, in its sole discretion, declare dividends on the Common Shares to the exclusion of any other class of shares of the Company. In the event of liquidation, dissolution or winding
up of the Company or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, and subject to the rights of other classes of shares on a
priority basis, the holders of Common Shares are entitled to participate rateably in any distribution of any assets of the Company.

First and Second Preferred Shares

The first preferred shares are issuable in one or more series, each series consisting of the number of shares and having the designation, rights,
privileges, restrictions and conditions as are determined before issue by the Board of Directors of the Company. Each series of first preferred shares would rank on par with the first preferred shares
of every other series with respect to declared or accumulated dividends and return of capital. In addition, the first preferred shares are entitled to a preference over the second preferred shares and
the Common Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company. Except as required by
law, the first preferred shares are not entitled to receive notice of meetings of shareholders. The first preferred shares are only entitled to voting rights if determined by the Board of Directors
prior to the issuance of any series and if the Company fails to pay dividends on that series for a period in excess of 12 months.

The
second preferred shares are issuable in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions as are
determined before issue by the Board of Directors of the Company. Each series of second preferred shares would rank on a parity with the second preferred shares of every other series with respect to
declared or accumulated dividends and return of capital. In addition, the second preferred shares are entitled to a preference over the Common Shares with respect to the payment of dividends and the
distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company. Except as required by law, the second preferred shares are not entitled to receive notice
of meetings of shareholders. The second preferred shares are only entitled to voting rights if determined by the Board of Directors prior to the issuance of any series and if the Company fails to pay
dividends on that series for a period in excess of 12 months.

Series 1 and Series 2 First Preferred Shares

The holders of the outstanding Series 1 First Preferred Shares are entitled to receive, if, as and when declared by the Board, fixed cumulative preferential cash
dividends for the initial period from the date of issue to December 31, 2016, at an annual rate of $1.05 per share, payable quarterly on the last day of March, June, September and December in
each year. For each five-year period after the initial period, the holders of Series 1 First Preferred Shares are entitled to receive fixed cumulative preferential cash dividends,
payable quarterly on the last day of March, June, September and December in each year, in the amount per share determined by multiplying $25.00 by one-quarter of the sum of the yield on a
five-year Government of Canada bond 30 days prior to the start of such period and 2.77%. The Series 1 First Preferred Shares are redeemable by the Company in whole or in part
on or after December 31, 2016 and on December 31 in every fifth year thereafter, by the payment of $25.00 per share plus all accrued and unpaid dividends. The holders of the
Series 1 First Preferred Shares are not entitled to any voting rights unless dividends on the Series 1 First Preferred Shares are in arrears to the extent of eight quarterly dividends.
Until all arrears of dividends have been paid, holders of Series 1 First Preferred Shares will be entitled to one vote in respect of each Series 1 First Preferred Share held with respect
to resolutions to elect directors. In the event of the liquidation, dissolution or winding up of the Company, the holders of the Series 1 First Preferred Shares shall be entitled to receive
$25.00 per share plus all accrued and unpaid dividends thereon, in preference over the Common Shares or any shares ranking junior to the Series 1 First Preferred Shares. The holders of the
Series 1 First Preferred Shares are not entitled to any voting rights unless dividends on the Series 1 First Preferred Shares are in arrears to the extent of eight quarterly dividends.
Until all arrears of dividends have been paid, holders of Series 1 First Preferred Shares will be entitled to one vote in respect of each Series 1 First Preferred Share held with respect
to resolutions to elect directors.

The
holders of the Series 1 First Preferred Shares have the right to convert all or any of the their shares into an equal number of Cumulative Redeemable Rate Reset First Preferred Shares,
Series 2 of the Company (the "Series 2 First Preferred Shares"), subject to certain conditions, on December 31, 2016 and on December 31 in every fifth year
thereafter. The holders of the Series 2 First Preferred Shares will be entitled to receive, if, as and when declared by the Board, quarterly floating rate cumulative preferential cash

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       19

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dividends
payable on the last day of March, June, September and December in each year in the amount per share determined by multiplying $25.00 by the sum of the average yield (expressed as an annual
rate) of the 90-day Government of Canada treasury bill rate, available 30 days before the start of the quarter, and 2.77% and further multiplying that product by a fraction, the
numerator of which is the actual number of days in the quarter and the denominator of which is the number of days in the applicable year. The holders of Series 2 First Preferred Shares will
have the right to convert all or any of their shares into an equal number of Series 1 First Preferred Shares, subject to certain conditions, on December 31, 2021 and on
December 31 in every fifth year thereafter. The Series 2 First Preferred Shares are also redeemable by the Company in whole or in part at different prices depending on the time of
redemption. Other than the different dividend rights, redemption rights and conversion rights attached thereto, the Series 1 First Preferred Shares and Series 2 First Preferred Shares
are identical in all material respects.

Ratings

The following information relating to the Company's credit ratings is provided as it relates to the Company's financing costs, liquidity and cost of
operations. Specifically, credit ratings impact the Company's ability to obtain short-term and long-term financing and the cost of such financings. A negative change in the
Company's ratings outlook or any downgrade in the Company's current investment-grade credit ratings by its rating agencies, particularly below investment grade, could adversely affect its cost of
borrowing and/or access to sources of liquidity and capital. In addition, changes in credit ratings may affect the Company's ability to enter into, or the associated costs of entering into, hedging
transactions or other ordinary course contracts on acceptable terms, and a decline in the credit ratings or outlook may require the Company to post collateral or post additional collateral under
certain of its contracts. The Company believes its credit ratings will allow it to continue to have access to the capital markets, as and when needed, at a reasonable cost of funds.

The
following table outlines the ratings assigned to the Company by credit rating agencies as of December 31, 2012.

|                                      | 
|------------------------------------- | 
|                                      | 
|                                      | 
|                                      | 
|Senior Unsecured/Long-Term Rating     | 
|                                      | 
|US Commercial Paper/Short-Term Rating | 
|                                      | 
|Series 1 First Preferred Shares       | 
|                                      | 
|Outlook/Trend                         | 
|                                      | 

Credit ratings are intended to provide investors with an independent measure of the credit quality of an issue of securities and are indicators of the
likelihood of payment and of the capacity of a company to meet its financial commitment on the rated obligation in accordance with the terms of the rated obligation. The ratings agencies regularly
evaluate the Company, and their ratings of the Company's securities are based on a number of factors not entirely within the Company's control, including conditions affecting the oil and gas industry
generally, and the wider state of the economy. The credit ratings assigned to the Company's senior unsecured long-term debt securities, the Company's US commercial paper
("US Commercial Paper") and Series 1 Preferred Shares are not recommendations to purchase, hold or sell the securities and may be revised or withdrawn entirely at any time by a rating
agency. Credit ratings may not reflect the potential impact of all risks or the value of these securities. In addition, real or anticipated changes in the rating assigned to the securities will
generally affect the market value of the securities. There can be no
assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment,
circumstances so warrant.

S&P's
credit ratings are on a long-term debt rating scale that ranges from AAA to D, representing the range from highest to lowest quality of such securities rated. The ratings from AA to
CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. According to S&P's rating system, debt
securities rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its
financial commitments on the obligations.

S&P's
credit rating for short-term issues range from A-1 to D, representing the range from highest to lowest quality of such securities rated. According to S&P, a
short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

S&P's
preferred share scale ranges from P1 to C, representing the range from highest to lowest quality of such securities rated. The ratings can be modified by "high," "mid" or "low" grades which
indicate relative standing within the major rating categories. According to the S&P rating system, securities rated P-3 exhibit adequate protection parameters and are less
vulnerable to non-payment than other speculative issues.

20TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Moody's
long-term debt credit ratings are on a scale that ranges from Aaa to C, representing the range from least credit risk to greatest credit risk of such securities rated. Moody's
applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa in its long-term debt rating system. The modifier 1 indicates that the issue
ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of
that generic rating category. According to the Moody's rating system, debt securities rated within the Baa category are subject to moderate credit risk. They are considered medium grade and, as such,
may possess certain speculative characteristics.

Moody's
short-term debt ratings are on a scale of P-1 to NP, representing the range from least credit risk to greatest credit risk of such securities rated.
Short-term ratings are opinions of the ability of issuers to honour short-term financial obligations, typically with an original maturity not exceeding 13 months.
According to Moody's rating system, issuers rated P-2 have a strong ability to repay short-term debt obligations.

Fitch's
long-term debt credit ratings are on a scale that ranges from AAA to RD/D, representing the range from highest to lowest quality of such securities rated. According to Fitch's
rating scale, obligations rated BBB are of good credit quality, expectations of default risk are low and the capacity for payment of financial commitments is considered adequate but adverse business
or economic conditions are more likely to impair this capacity.

Fitch
does not have ratings categories specifically applicable to preferred shares; it rates the securities of an entity generally on a scale ranging from a high of AAA to a low of D. The modifiers
"+" or "-" may be appended to a rating to denote relative status within major rating categories. Securities rated BB indicate that business or financial flexibility exists which could
support the servicing of financial commitments in the event of adverse changes in business or economic conditions over time.

Fitch's
short-term credit ratings are on a scale that ranges from F1 to D, representing the range from highest to lowest quality of such securities rated. According to Fitch's rating
scale, obligations rated F2 are of good credit quality and have good intrinsic capacity for timely payment of financial commitments.

DBRS'
credit ratings are on a long-term debt rating scale that ranges from AAA to D, representing the range from highest to lowest quality of such securities rated. Each rating category
between AA and B is denoted by subcategories "high" and "low" to indicate the relative standing of a credit within a particular rating category. The absence of either a "high" or "low" designation
indicates that the rating is in the "middle" of the category. According to DBRS' rating system, long-term debt securities rated BBB are of adequate credit quality. Protection of interest
and principal is considered acceptable, but entities so rated are fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which
reduce the strength of the entity and its rated securities.

DBRS'
preferred share rating scale ranges from Pfd-1 to D, representing the range from highest to lowest quality of such securities rated. Each rating category is denoted by the
subcategories "high" and "low".

The
absence of either a "high" or a "low" designation indicates that the rating is in the "middle" of the category. According to DBRS, preferred shares with a Pfd-3 rating are of
adequate credit quality and correspond to companies whose long-term debt is rated in the higher end of the BBB category.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       21

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MARKET FOR THE SECURITIES OF THE COMPANY

The Common Shares of the Company are listed on the Toronto Stock Exchange ("TSX") and New York Stock Exchange under the
trading symbol TLM. The Company's Series 1 First Preferred Shares are listed on the TSX under the trading symbol TLM.PR.A. The Company's UK£250 million 6.625% Notes are
listed on the London Stock Exchange.

Trading Price and Volume

The following sets out the high and low prices and the volume of trading for the Company's Common Shares and Series 1 First Preferred Shares
(as traded on the TSX) for the periods indicated.

Common Shares

|    
|----
|    
|Year
|    
|2012
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    

Series 1 First Preferred Shares

|    
|----
|    
|Year
|    
|2012
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    

Prior Sales

In 2012, Talisman granted 8,985,070 options relating to its Common Shares under its Employee Stock Option Plan.

Dividends

In 2012, the Company paid aggregate dividends on Talisman's Common Shares totaling $0.27 per share, unchanged from the aggregate dividends paid by
the Company in 2011. On September 28, 2012, Talisman moved from paying a semi-annual dividend to a quarterly dividend. In 2012, the dividends were paid on June 29
(semi-annual), September 28 (quarterly) and December 31 (quarterly). While a quarterly dividend is the Company's current practice, Talisman does not have a specific dividend
policy and the declaration of dividends is at the sole discretion of its Board of Directors.

22TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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In
2012, the Company paid dividends on Talisman's Series 1 First Preferred Shares totaling C$1.1011 per Series 1 First Preferred Share, which reflects a quarterly dividend rate of
C$0.2625 per Series 1 First Preferred Shares plus thepro rataportion of that rate from the issuance of the Series 1 First
Preferred Shares on December 13, 2011 to December 31, 2011. See also "Description of Capital Structure  First and Second Preferred Shares."

Talisman
confirms that all dividends paid to shareholders in 2012 are "eligible dividends" pursuant to provisions of theIncome Tax Act(Canada).
Furthermore, all dividends to be paid in 2013 and subsequent years will be eligible dividends for such purposes.

Talisman
paid the following semi-annual and quarterly dividends on its Common Shares over the last three years:

|                     
|---------------------
|                     
|Date                 
|                     
|June 30, 2010        
|                     
|December 31, 2010    
|                     
|June 30, 2011        
|                     
|December 30, 2011    
|                     
|June 29, 2012        
|                     
|September 28, 2012(1)
|                     
|December 31, 2012(1) 
|                     

Talisman paid the following quarterly dividends on its Series 1 First Preferred Shares since their issuance on December 13, 2011:

|                  | 
|----------------- | 
|                  | 
|Date              | 
|                  | 
|April 2, 2012     | 
|                  | 
|July 3, 2012      | 
|                  | 
|October 1, 2012   | 
|                  | 
|December 31, 2012 | 
|                  | 

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       23

---



DIRECTORS AND OFFICERS

Information is given below with respect to each of the current directors and officers of the Company. The term of office of each
director expires at the end of the next annual meeting of shareholders.

Directors

The directors of the Company are elected annually. The following table sets out the name, city, province or state and country of residence, year
first elected or appointed to the Board of Directors, principal occupation within the past five years or more, educational qualifications and other current directorships of each of the directors of
the Company as at February 28, 2013.

|                                                                        
|------------------------------------------------------------------------
|                                                                        
|Name, City, Province or
State and Country of Residence                  
|                                                                        
|Christiane Bergevin(3)(5)Montréal, Quebec
Canada
Age: 50(9)             
|                                                                        
|Donald J. Carty, O.C.(1)(4)Dallas, Texas
United States
Age: 66(9)       
|                                                                        
|William R.P. Dalton(1)(3)(6)Scottsdale, Arizona
United States
Age: 69(9)
|                                                                        
|Kevin S. Dunne(5)(6)Tortola, British Virgin Islands
Age: 64(9)          
|                                                                        

24TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|Harold N. Kvisle(2)Calgary, Alberta
Canada
Age: 60(9)                       |  | 2010 |  | Harold Kvisle was appointed President and Chief Executive Officer of the Company on September 10, 2012. Mr. Kvisle was the President and Chief Executive Officer of TransCanada Corporation (pipeline and power
company), or its predecessor TransCanada PipeLines Limited ("TCPL") (pipeline company), from May 2001 until his retirement in June 2010. Prior to his employment with TransCanada, Mr. Kvisle was the President of Fletcher Challenge
Energy Canada Inc. (oil and gas company) from 1990 to 1999. Mr. Kvisle has worked in the oil and gas industry since 1975 and in the utilities and power industries since 1999. Mr. Kvisle holds a Bachelor of Science with Distinction
in Engineering from the University of Alberta and a Master of Business Administration from the University of Calgary.
Current public company directorships(7): ARC Resources Ltd.
Other current directorships are(8): Nature Conservancy of Canada and Northern Blizzard Resources Ltd.
|--------------------------------------------------------------------------- |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                           
|Brian M. Levitt(3)(4)Westmount, Quebec
Canada
Age: 65(9)                    |  | 2013 |  | Brian Levitt is Chairman of the Toronto-Dominion Bank and non-executive co-chair of Osler, Hoskin & Harcourt LLP ("Osler") (law firm). Mr. Levitt joined Osler in 1976. In 1991, he became President
and was subsequently named CEO of Imasco Limited (a Canadian consumer products and services company). Imasco was sold in 2000 and Mr. Levitt returned to Osler in 2001. Mr. Levitt holds a law degree from the University of Toronto, where
he also completed his Bachelor of Applied Science degree in Civil Engineering.
Current public company directorships(7): The Toronto-Dominion Bank and Domtar Corporation
Other current directorships are(8): Montreal Museum of Fine Arts, C. D. Howe Institute (Vice Chair) and Fednav Limited                                                                                                                                                                                                                                    
|                                                                           
|Lisa A. Stewart(4)(6)Houston, Texas
United States
Age: 55(9)                |  | 2009 |  | Lisa Stewart became the Chief Executive Officer of Sheridan Production Partners (oil and gas production company) in September 2006. Prior to that, Ms. Stewart was President of El Paso Exploration &
Production (natural gas producer) from February 2004 to August 2006. Prior to her time at El Paso, Ms. Stewart worked for Apache Corporation for 20 years beginning in 1984 in a number of capacities. Her last position with Apache
was Executive Vice-President of Business Development and E&P Services. Ms. Stewart holds a Bachelor of Science in Petroleum Engineering from the University of Tulsa, where she is a member of the College of Engineering and Natural Sciences
Hall of Fame. She is also a member of the Society of Petroleum Engineers and Independent Petroleum Association of America.
Current public company directorships(7): None
Other current directorships are(8): Sheridan Production Partners                                                 
|                                                                           
|Peter W. Tomsett(2)(4)(5)West Vancouver, British Columbia
Canada
Age: 55(9) |  | 2009 |  | Peter Tomsett was the President and Chief Executive Officer of Placer Dome Inc. (mining company) from September 2004 to January 2006. Mr. Tomsett was with Placer Dome for 20 years in a number of
capacities. Prior to becoming President and Chief Executive Officer, he was Executive Vice-President of Placer Dome Asia Pacific and Africa. Mr. Tomsett graduated with a Bachelor of Engineering in Mining Engineering from the University of
New South Wales and a Master of Science in Mineral Production Management from Imperial College in London.
Current public company directorships(7): Silver Standard Resources Inc. and North American Energy Partners Inc.
Other current directorships are(8): None                                                                                                                                                                                                                                                                
|                                                                           

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       25

---



|Michael T. Waites(1)(6)Vancouver, British Columbia
Canada
Age: 59(9)   |  | 2011 |  | Michael Waites, President and Chief Executive Officer of Finning International Inc. (heavy equipment dealer and service company) since May 2008, announced his retirement from Finning in 2013, but will continue
to serve as President and CEO until a replacement is appointed. Prior to that, Mr. Waites was Executive Vice President and Chief Financial Officer of Finning. He also served as a member of the board of directors of Finning for three years prior
to his appointment as Executive Vice President and Chief Financial Officer. Prior to joining Finning in May 2006, Mr. Waites was Executive Vice President and Chief Financial Officer at Canadian Pacific Railway (railway and logistics
company) since July 2000, and was also Chief Executive Officer U.S. Network of Canadian Pacific Railway. Previously, he was Vice President and Chief Financial Officer at Chevron Canada Resources (integrated oil and gas company).
Mr. Waites holds a B.A. (Honours) in Economics from the University of Calgary, a Masters of Business Administration from Saint Mary's College of California, and a Masters of Arts, Graduate Studies in Economics, from the University of Calgary. He
has also completed the Executive Program at The University of Michigan Business School.
Current public company directorships(7): Finning International Inc. (will not be seeking re-election at the 2013 meeting)
Other current directorships are(8): None
|---------------------------------------------------------------------- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      
|Charles R. Williamson(2)(3)Sonoma, California
United States
Age: 64(9) |  | 2006 |  | Charles Williamson was the Executive Vice-President of Chevron Corporation (integrated oil and gas company) from August until his retirement in December 2005. From 2001 to 2005 he was Chairman and Chief Executive
Officer of Unocal Corporation ("Unocal") (oil and gas exploration and development company) and held various executive positions within Unocal, including Executive Vice President, International Energy Operations and Group Vice President, Asia
Operations prior to 2001. Dr. Williamson holds a Bachelor of Arts degree in Geology, a Master of Science degree in Geology and a Doctorate in Geology.
Current public company directorships(7): Weyerhaeuser Company and PACCAR Inc.
Other current directorships are(8): Greyrock Energy Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                      
|Charles M. Winograd(1)(3)Toronto, Ontario
Canada
Age: 65(9)            |  | 2009 |  | Charles (Chuck) Winograd is Senior Managing Partner of Elm Park Credit Opportunities Fund (mid-market lending limited partnership). He is also President of Winograd Capital Inc. (external consulting and private
investments firm). From 2001 to 2008, Mr. Winograd was Chief Executive Officer of RBC Capital Markets (investment bank). When RBC Dominion Securities (investment bank) acquired Richardson Greenshields in 1996, Mr. Winograd became
Deputy Chairman and a director. He was appointed to the position of President and Chief Operating Officer of RBC Dominion Securities in 1998. Mr. Winograd held several executive postings in Richardson Greenshields (privately owned
investment dealer) until becoming President and Chief Executive Officer in 1987 and Chairman and Chief Executive Officer in 1991. Mr. Winograd holds a Master of Business Administration degree from the University of Western Ontario and is a
Chartered Financial Analyst.
Current public company directorships(7): RioCan Real Estate Investment Trust and the TMX Group Inc.
Other current directorships are(8): Tamir Fishman (Israel), Mount Sinai Hospital, James Richardson & Sons, Limited and Pathways to Education Canada.                                                                                                                                                                                                                                
|                                                                      

26TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Officers

The following table sets out the name, city, province and country of residence and office held for each of the executive officers, the corporate
secretary and assistant corporate secretaries of the Company as at February 28, 2013.

|                                                   
|---------------------------------------------------
|                                                   
|Name and Province or
State and Country of Residence
|                                                   
|Harold N. Kvisle(1)
Calgary, Alberta, Canada       
|                                                   
|L. Scott Thomson(2)
Calgary, Alberta, Canada       
|                                                   
|A. Paul Blakeley(3)
Singapore                      
|                                                   
|Richard Herbert(4)
Calgary, Alberta, Canada        
|                                                   
|Robert R. Rooney(5)
Calgary, Alberta, Canada       
|                                                   
|Paul R. Smith(6)
Calgary, Alberta, Canada          
|                                                   
|Paul Warwick(7)
Aberdeen, Scotland, United Kingdom 
|                                                   
|Helen J. Wesley(8)
Calgary, Alberta, Canada        
|                                                   
|C. Tamiko Ohta
Calgary, Alberta, Canada            
|                                                   
|Leslie A. Lawson
Calgary, Alberta, Canada          
|                                                   
|Daryn V. MacEachern
Calgary, Alberta, Canada       
|                                                   

Shareholdings of Directors and Executive Officers

As of January 31, 2013, the aforementioned directors and executive officers of the Company, as a group, beneficially owned, directly or
indirectly, or exercised control or direction over 742,384 Common Shares of the Company, representing 0.07% of the issued and outstanding Common Shares on January 31, 2013 and
300 Series 1 First Preferred Shares, representing less than 1% of the issued and outstanding Series 1 First Preferred Shares.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       27

---



Conflicts of Interest

Certain directors of the Company and its subsidiaries are associated with other reporting issuers or other corporations, which may give rise to
conflicts of interest. In accordance with theCanada Business Corporations Act, directors and officers of the Company are required to disclose to the
Company the nature and extent of any interest that they have in a material contract or material transaction, whether made or proposed, with the Company, if the director or officer is: (a) a
party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material
interest in a party to the contract or transaction.

As
described in "Corporate Responsibility and Environmental Protection," Talisman has adopted the PBCE, which applies to all directors, officers,
employees and contractors of Talisman and its subsidiaries. As required by the PBCE, individuals representing Talisman must not enter into outside activities, including business interests or other
employment that might interfere with or be perceived to interfere with their performance at Talisman. In addition, Talisman officers, employees and contractors are required to abide by an internal
Conflict of Interest in Employment Policy.

AUDIT COMMITTEE INFORMATION

Information concerning the Audit Committee of the Company, as required by National Instrument 52-110, is provided
in Schedule B to this Annual Information Form.

LEGAL PROCEEDINGS

From time to time, Talisman is the subject of litigation arising out of the Company's operations. Damages claimed under such
litigation, including the litigation discussed below, may be material or may be indeterminate and the outcome of such litigation may materially impact the Company's financial condition or results of
operations. While Talisman assesses the merits of each lawsuit and defends itself accordingly, the Company may be required to incur significant expenses or devote significant resources to defend
itself against such litigation. These claims are not currently expected to have a material impact on the Company's financial position.

In
2011, the New York Attorney General commenced an investigation, pursuant to theMartin Act, into the disclosure practices of companies engaged
in hydraulic fracturing in the New York state area. TheMartin Actprovides broad authority to commence and conduct investigations, whether upon
receipt of a complaint or on the Attorney General's own initiative. Subpoenas were issued to a number of companies, including Talisman. The Company cooperated with the New York Attorney General
in the investigation. No enforcement action has been taken against Talisman, nor has the Company been advised that any enforcement action is imminent.

RISK FACTORS

Talisman is exposed to a number of risks inherent in exploring for, developing and producing crude oil and natural gas. This section
describes the important risks and other matters that could cause actual results of Talisman to differ materially from those presented and that could affect the trading price of the Company's
outstanding securities. The risks described below may not be the only risks Talisman faces, as Talisman's business and operations may also be subject to risks that Talisman does not yet know of, or
that Talisman currently believes are immaterial. If any of the events or circumstances described below actually occurs, Talisman's business, financial condition, results of operations or cash flow
could be materially and adversely affected and the trading price of Talisman's securities could decline. The risks described below are interconnected, and more than one of these risks could
materialize simultaneously or in short sequence if certain events or circumstances described below actually occur. The following risk factors should be read in conjunction with the other information
contained herein and in the Consolidated Financial Statements and the related notes.

Volatility of Oil and Natural Gas Prices

Talisman's financial performance is highly sensitive to the prevailing prices of crude oil and natural gas. Fluctuations in crude oil or natural gas
prices could have a material adverse effect on the Company's operations and financial condition, the value of its oil and natural gas reserves and its level of expenditure for oil and gas exploration
and development. Prices for crude oil and natural gas fluctuate in response to changes in the supply of and demand for crude oil and natural gas, market uncertainty and a variety of additional factors
that are largely beyond the Company's control. Oil prices are determined by international supply and demand. Factors which affect crude oil prices include the actions of the Organization of Petroleum
Exporting Countries, world economic conditions, government regulation, political stability throughout the world, the availability of alternative fuel sources,
technological advances affecting energy production and consumption, and weather conditions. About 60% of the natural gas prices realized by Talisman are affected primarily by North American supply and
demand, weather conditions and prices of alternative sources of energy. The remaining 40% of natural gas prices realized by Talisman are from markets outside of North America, primarily in Southeast
Asia. These other prices are typically determined by long-term contracts that are linked to international oil and/or oil prevalent prices. The development of oil and natural gas
discoveries in offshore areas and the development of shale gas plays are

28TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



particularly
dependent on the outlook for oil and natural gas prices because of the large amount of capital expenditure required for development prior to commencing production.

A
substantial and extended decline in the prices of crude oil or natural gas could result in delay or cancellation of drilling, development or construction programs, curtailment in production or
unutilized long-term transportation commitments, all of which could have a material adverse impact on the Company. The amount of cost oil required to recover Talisman's investment and
costs in various PSCs is dependent on commodity prices, with higher commodity prices resulting in the booking of lower oil and gas reserves net of royalties.

Moreover,
changes in commodity prices may result in the Company making downward adjustments to the Company's estimated reserves. If this occurs, or if the Company's estimates of production or economic
factors change, accounting rules may require the Company to impair, as a non-cash charge to earnings, the carrying value of the Company's oil and gas properties. The Company is required to
perform impairment tests on oil and gas properties whenever events or changes in circumstances indicate that the carrying value of properties may not be recoverable. To the extent such tests indicate
a reduction of the estimated useful life or estimated future cash flows of the Company's oil and gas properties, the carrying value may not be recoverable and, therefore, an impairment charge will be
required to reduce the carrying value of the properties to their estimated fair value. The Company may incur impairment charges in the future, which could materially affect the Company's results of
operations in the period incurred.

Exchange Rate Fluctuations

Results of operations are affected primarily by the exchange rates between the US$, the C$, UK£ and NOK. These exchange rates may vary
substantially. Most of the Company's revenue is received in or is referenced to US$ denominated prices (including the Company's Consolidated Financial Statements, which are presented in US$), while
the majority of Talisman's expenditures are denominated in US$, C$, UK£ and NOK. A change in the relative value of the US$ against the C$ or the UK£ would also result in an
increase or decrease in Talisman's C$ or UK£ denominated debt, as expressed in US$, and the related interest expense. Talisman is also exposed to fluctuations in other foreign currencies.

Uncertainty of Reserves Estimates

The process of estimating oil and gas reserves is complex and involves a significant number of assumptions in evaluating available geological,
geophysical, engineering and economic data. In addition, the process requires future
projections of reservoir performance and economic conditions; therefore, reserves estimates are inherently uncertain. Since all reserves estimates are, to some degree, uncertain, reserves
classification attempts to qualify the degree of uncertainty involved.

Since
the evaluation of reserves involves the evaluator's interpretation of available data and projections of price and other economic factors, estimates of the economically recoverable oil and
natural gas reserves attributable to any particular group of properties, the classification of such reserves based on estimated uncertainty, and the estimates of future net revenue or future net cash
flows prepared by different evaluators or by the same evaluators at different times may vary substantially.

Each
year, Talisman prepares evaluations of all of its reserves internally. Initial estimates of reserves are often based upon volumetric calculations and analogy to similar types of reservoirs,
rather than actual well data and performance history. Estimates based on these methods generally are less certain than those based on actual performance. The Company may adjust its estimates and
classification of reserves and future net revenues or cash flows based on results of exploration and development drilling and testing, additional performance history, prevailing oil and gas prices,
and other factors, many of which are beyond the Company's control. As new information becomes available, subsequent evaluations of the same reserves may continue to have variations in the estimated
reserves, some of which may be material. In addition, Talisman's actual production, taxes, and development and operating expenditures with respect to its reserves will likely vary from such estimates
and such variances could be material.

Ability to Find, Develop or Acquire Additional Reserves

The Company's future success depends largely on its ability to find and develop, or acquire, additional oil and gas reserves that are economically
recoverable. Hydrocarbons are a limited resource, and Talisman is subject to increasing competition from other companies, including national oil companies. Exploration and development drilling may not
result in commercially productive reserves and, if production begins, reservoir performance may be less than projected. Successful acquisitions require an assessment of a number of factors, many of
which are uncertain. These factors include recoverable reserves, exploration potential, future oil and gas prices, operating costs and potential environmental and other liabilities. Such assessments
are inexact and their accuracy is inherently uncertain. If a high impact prospect identified by the Company fails to materialize in a given year, the Company's multi-year exploration
and/or development portfolio may be compromised. See also "Risk Factors  Volatility of Oil and Natural Gas
Prices". Continued failure to achieve anticipated reserve and resource addition targets may result in the Company's withdrawal from an area, which in turn may result in a
writedown of any associated reserves and/or resources for that area.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       29

---



Project Delivery

Talisman manages a variety of projects, including exploration and development projects and the construction or expansion of facilities and pipelines.
Project delays may impact expected revenues and project cost overruns could make projects uneconomic. Talisman's ability to complete projects depends upon numerous factors, many of which are beyond
the Company's control. These factors include the level of direct control by Talisman since many of the projects in which Talisman is involved are not operated by Talisman, and timing and project
management control are the responsibility of the operator. See also "Risk Factors  Non-Operatorship and Partner
Relations." In particular, the majority of the Company's
operations in Colombia are non-operated. Additionally, for Talisman operated projects, the global demand for project resources can impact the access to appropriately competent contractors
and construction yards as well as to raw products, such as steel. Typical execution risks include the availability of processing capacity, the availability and proximity of pipeline capacity, the
availability of drilling and other equipment, the ability to access lands, weather, unexpected cost increases, accidents, the availability of skilled labour, including engineering and project planning
personnel, the need for government approvals and permits, and regulatory matters. Subsurface challenges can also result in additional risk of cost and schedule overrun if conditions are not typical of
historical experiences, such as in up-scaling shale operations from pilot to full field developments. Talisman utilizes materials and services which are subject to general
industry-wide conditions. Cost escalation for materials and services may be unrelated to commodity price changes and may continue to have a significant impact on project planning and
economics. Talisman operates in challenging, environmentally hostile climates, such as Papua New Guinea, where logistical costs can be materially impacted by seasonal and occasionally
unanticipated weather patterns. Contracts where work has been placed under a lump sum arrangement, for example with the Company's Yme project, are subject to additional challenges related to
scheduling, reputation and relationship management with the Company's coventurers, as the contractor is wholly responsible for delivery of the facility.

Capital Allocation and Project Decisions

Talisman's long-term financial performance is sensitive to the capital allocation decisions taken and the underlying performance of the
projects undertaken. In 2013, Talisman plans to spend approximately $3 billion in cash capital expenditures, the majority of which is to be allocated among Talisman's North America, Southeast
Asia, North Sea and exploration portfolios. Capital allocation and project decisions are undertaken after assessing reserve and production projections, capital and operating cost estimates and
applicable fiscal regimes that govern the respective government take from any project. All of these factors are evaluated against common commodity pricing assumptions and the relative risks of
projects. These factors are used to establish a relative ranking of projects and capital allocation, which is then calibrated to ensure the debt and liquidity of the Company is not compromised.
However material changes to project outcomes and deviation from forecasted assumptions such as production volumes and rates, realized commodity price, cost or tax and/or royalties, could have a
material impact on the Company's cash flow and financial performance as well as assessed impacts of impairments on Talisman's assets. Adverse economic and/or fiscal conditions could impact the
prioritization of projects and capital allocation to these projects, which in turn could lead to adverse effects such as asset under investment, asset performance impairments or land access expiries.

Uncertainties
around some of Talisman's projects, including in the North Sea, could result in changes to the Company's capital allocation or the $3 billion spend target being exceeded. The
Company cannot be certain that funding, if needed, will be available to the extent required or on acceptable terms. To the extent that asset sales are necessary to fund capital requirements,
Talisman's ability to sell assets is subject to market interest. If Talisman is unable to access funding when needed on acceptable terms, the Company may not be able to fully implement its business
plans, take advantage of business opportunities or respond to competitive pressures any of which could have a material adverse effect on Talisman's business, financial condition, cash flows, and
results of operations. See also "Risk Factors  Credit and Liquidity" and "Risk
Factors  Interest Rates."

Operational Risks

Major Incident, Major Spill / Loss of Well Control

Oil and gas drilling and producing operations are subject to many risks, including the risk of fire, explosions, mechanical failure, pipe or well
cement failure, well casing collapse, pressure or irregularities in formations, chemical and other spills, unauthorized access to hydrocarbons, accidental flows of oil, natural gas or well fluids,
sour gas releases, contamination of oil and gas, vessel collision, structural failure, loss of buoyancy, storms or other adverse weather conditions and other occurrences. If any of these should occur,
Talisman could incur legal defence costs and remedial costs and could suffer substantial losses due to injury or loss of life, human health risks, severe damage to or destruction of property, natural
resources and equipment, pollution or other environmental damage, unplanned production outage, cleanup responsibilities, regulatory investigation and penalties, increased public interest in Talisman's
operational performance and suspension of operations. The Company's horizontal and deep drilling activities involve greater risk of mechanical problems than vertical and shallow drilling operations.

Talisman
maintains insurance that contemplates both first and third party exposures for Talisman's onshore and offshore operations globally. There is no assurance that this insurance will be adequate
to cover all losses or exposures to liability. The Company believes that its coverage is aligned with customary industry practices and in amounts and at costs that Talisman believes to be prudent and

30TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



commercially
practicable. While Talisman believes these policies are customary in the industry, they do not provide complete coverage against all operating risks. In addition, the Company's insurance
does not cover penalties or fines that may be assessed by a governmental authority. A loss not fully covered by insurance could have a material adverse effect on the Company's financial position,
results of operations and cash flows. The insurance coverage that the Company maintains may not be sufficient to cover every claim made against Talisman in the future. In addition, a major incident
could impact Talisman's reputation in such a way that it could have a material adverse effect on the Company's business.

Talisman
operates and drills wells in both mature producing areas such as the UK, Norway and North America and in several remote areas in multiple countries. In 2012, Talisman carried out drilling
operations in the Kurdistan Region of Iraq, Papua New Guinea, Poland, Colombia, Peru and offshore Sierra Leone. The Company may seek new leases and/or drill in similar environments.

Health Hazards and Personal Safety Incidents

The employee and contractor personnel involved in exploration and production activities and operations of the Company, including but not limited to,
well fracturing are subject to many inherent health and safety risks and hazards, which could result in occupational illness or health issues, personal injury, and loss of life, facility quarantine
and/or facility and personnel evacuation. In particular, employees and contractors working in well fracturing operations are subject to the possibility of loss of containment. This could lead to
exposure to the release of high pressure materials as well as collateral shrapnel from piping or vessels which could result in personal injury and loss of life.

Security Incident

Talisman's operations may be adversely affected by security-related incidents which are not within the control of the Company, such as war (external
and internal conflicts) and remnants of war, sectarian violence, civil unrest or criminal acts in locations where Talisman operates. Security-related incidents may include allegations of human rights
abuse associated with the provision of security to Talisman operations. In particular, the Company faces increased security risks in the Kurdistan Region of Iraq and Colombia within Talisman's current
portfolio. A significant security incident could result in the deferral of or termination of Company activity within the impacted areas of operations, thus adversely impacting execution of the
Company's business strategy (e.g., delaying exploration, causing a halt to production or forcing exit strategy processes), which could adversely affect Talisman's financial condition.

Regulatory Approvals and Changes to Laws and Regulations

Talisman's exploration and production operations are subject to extensive regulation at many levels of government, including municipal, state,
provincial and federal governments, in the countries where Talisman operates and are subject to interruption or termination by governmental and regulatory authorities based on environmental or other
considerations. Moreover, Talisman has incurred and will continue to incur costs in the Company's efforts to comply with the requirements of environmental, safety and other regulations. Further, the
regulatory environment in the oil and gas industry could change in ways that Talisman cannot predict and that might substantially increase the Company's costs of compliance and, in turn, materially
and adversely affect the Company's business, results of operations and financial condition.

Failure
to comply with the applicable laws or regulations may result in significant increases in costs, fines or penalties and even shutdowns or losses of operating licences or criminal sanctions. If
regulatory approvals or permits required for operations are delayed or not obtained, Talisman could experience delays or abandonment of projects, decreases in production and increases in costs. This
could result in an inability of the Company to fully execute its strategy and adverse impacts on its financial condition. See also "Risk
Factors  Fiscal Stability" and "Risk Factors  Socio-Political
Risks."

Changes
to existing laws and regulations or new laws could have an adverse effect on Talisman's business by increasing costs, impacting development schedules, reducing revenue and cash flow from
natural gas and oil sales, reducing liquidity or otherwise altering the way Talisman conducts business. There have been various proposals to enact new, or amend existing, laws and regulations relating
to greenhouse gas ("GHG") emissions, hydraulic fracturing (including associated additives, water use, induced seismicity, and disposal) and shale gas development generally. For example, in Colombia,
the high level of oil and gas activity in the country has resulted in significant delays in the granting of the required environmental licences. These delays may result in reduced
near-term production. In Quebec, delays in shale gas development are expected to continue as the Province completes a strategic environmental assessment on shale gas development. Indonesia
dissolved its upstream oil and gas regulatory body, BP Migas, creating uncertainty for oil and gas producers. See also "Risk
Factors  Environmental Risks."

Talisman
continues to monitor and assess any new policies, legislation, regulations and treaties in the areas where the Company operates to determine the impact on Talisman's operations. Governmental
organizations unilaterally control the timing, scope and effect of any currently proposed or future laws, regulations or treaties, and such enactments are subject to a myriad of factors, including
political, monetary and social pressures. Talisman acknowledges that the direct and indirect costs of such laws, regulations and treaties (if enacted) could materially and adversely affect the
Company's business, results of operations and financial condition.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       31

---



Fiscal Stability

Governments may amend or create new legislation that could impact the Company's operations and that could result in increased capital, operating and
compliance costs. The UK could increase the ring fence taxes due to the change in the UK supplementary tax. Moreover, Talisman's operations are subject to various levels of taxation in the countries
where the Company operates. Federal, provincial, and state income tax rates or incentive programs relating to the oil and gas industry in the jurisdictions where the Company operates may in the future
be changed or interpreted in a manner that could materially affect the economic value of the respective assets. For example, the US Congress has been considering a revision of the immediate deduction
currently available for drilling costs.

Litigation

From time to time, Talisman is the subject of litigation arising out of the Company's operations. Specific disclosure of current legal proceedings,
and the risks associated with current proceedings and litigation generally, are disclosed under the heading "Legal Proceedings."

Environmental Risks

General

All phases of Talisman's oil and natural gas business are subject to environmental regulation pursuant to a variety of laws and regulations in the
countries where Talisman does business. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of substances
that can be released
into the environment in connection with the Company's drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected
areas, and impose substantial liabilities for pollution that may result from the Company's operations. Talisman's business is subject to the trend toward increased rigour in regulatory compliance and
civil or criminal liability for environmental matters in certain regions (e.g., Canada, the United States and the European Union). Compliance with environmental legislation can require
significant expenditures, and failure to comply with environmental legislation may result in the assessment of administrative, civil and criminal penalties, the cancellation or suspension of
regulatory permits, the imposition of investigatory or remedial obligations or the issuance of injunctions restricting or prohibiting certain activities. Under existing environmental laws and
regulations, Talisman could be held strictly liable for the remediation of previously released materials or property contamination resulting from its operations, regardless of whether those operations
were in compliance with all applicable laws at the time they were performed. Regulatory delays, legal proceedings and reputational impacts from an environmental incident could result in a material
adverse effect on the Company's business. Increased stakeholder concerns and regulatory actions regarding shale gas development could lead to third party or governmental claims, and could adversely
affect the Company's business and financial condition. Although Talisman currently believes that the costs of complying with environmental legislation and dealing with environmental civil liabilities
will not have a material adverse effect on the Company's financial condition or results of operations, there can be no assurance that such costs will not have such an effect in the future.

Hydraulic Fracturing

Concern has been expressed over the potential environmental impact of hydraulic fracturing operations, including water aquifer contamination and
other qualitative and quantitative effects on water resources as large quantities of water are used and injected fluids either remain underground or flow back to the surface to be collected, treated
and disposed. Regulatory authorities in certain jurisdictions have announced initiatives in response to such concerns. Federal, provincial, state, and local legislative and regulatory initiatives
relating to hydraulic fracturing, as well as governmental reviews of such activities, could result in increased costs, additional operating restrictions or delays, and adversely affect Talisman's
production. Public perception of environmental risks associated with hydraulic fracturing can further increase pressure to adopt new laws, regulation or permitting requirements or lead to regulatory
delays, legal proceedings and/or reputational impacts. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could lead to operational delay, increased operating costs,
and third party or governmental claims. They could also increase the Company's costs of compliance and doing business as well as delay the development of hydrocarbon (natural gas and oil) resources
from shale formations, which may not be commercial without the use of hydraulic fracturing. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that the Company is
ultimately able to produce from its reserves.

If
legal restrictions are adopted in areas where Talisman is currently conducting or in the future plans to conduct operations, Talisman may incur additional costs to comply with such requirements
that may be significant in nature, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from the drilling of wells. In
addition, if hydraulic fracturing becomes more regulated, the Company's fracturing activities could become subject to additional permitting requirements and result in permitting delays as well as
potential increases in costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that the Company is ultimately able to produce from its reserves.

32TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Greenhouse Gas Emissions

Talisman is subject to various GHG emissions-related legislation. Current GHG emissions legislation does not result in material compliance costs, but
compliance costs may increase in the future and may impact the Company's operations and financial results. Talisman operates in jurisdictions with existing GHG legislation (e.g., UK, Norway,
United States and Canada, notably Alberta and British Columbia) as well as in regions which currently do not have GHG emissions legislation and jurisdictions where GHG emissions legislation is
emerging or is subject to change. Talisman monitors GHG legislative developments in all areas that the Company operates. Potential new or additional GHG legislation, and associated compliance costs,
may have a material impact on the Company.

Environmental and Decommissioning Liabilities

Talisman is involved in the operation and maintenance of facilities and infrastructure in difficult and challenging areas, including offshore,
deepwater, jungle and desert environments. Despite Talisman's implementation of health, safety and environmental standards, there is a risk that accidents or regulatory noncompliance can occur, the
outcomes of which, including remedial work or regulatory intervention, cannot be foreseen or planned for. Talisman expects to incur site restoration costs over a prolonged period as existing fields
are depleted. The Company provides for decommissioning liabilities in its annual Consolidated Financial Statements in accordance with IFRS. Additional information regarding decommissioning liabilities
is set forth in the notes to the annual Consolidated Financial Statements. The process of estimating decommissioning liabilities is complex and involves significant uncertainties concerning the timing
of the decommissioning activity; legislative changes; technological advancement; regulatory, environmental and political changes; and the appropriate discount rate used in estimating the liability.
Any change to these assumptions could result in a change to the decommissioning liabilities to which Talisman is subject. In Talisman's North Sea operations, changes in these assumptions would
potentially have a significant impact on the Company's decommissioning liabilities because of the assessed size of these future costs. There can be no assurances that the cost estimates and
decommissioning liabilities are materially correct and that the liabilities will occur when predicted. In addition, Talisman is often jointly and severally liable for the decommissioning costs
associated with Talisman's various operations and could, therefore, be required to pay more than its net share.

Socio-Political Risks

The Company's operations may be adversely affected by political or economic developments or social instability in the jurisdictions in which it
operates, which are not within the control of Talisman, including, among other things, a change in crude oil or natural gas pricing policy and/or related regulatory delays, the risks of war,
terrorism, abduction, expropriation, nationalization, renegotiation or nullification of existing concessions and contracts, a change in taxation policies, economic sanctions, the imposition of
specific drilling obligations, the imposition of rules relating to development and abandonment of fields, jurisdictional boundary disputes, and currency controls. As a result of continuing evolution
of an international framework for corporate responsibility and accountability for international crimes, the Company could also be exposed to potential claims for alleged breaches of international law,
health, safety and environmental regulations, and other human rights-based litigation risk. Numerous countries in which the Company is active, including, but not limited to, the Kurdistan Region of
Iraq, Colombia, Vietnam, Algeria, Sierra Leone and Papua New Guinea, have been subject to recent economic or political instability, disputes and social unrest, and military or rebel
hostilities. The potential deterioration of socio-political security situations (i.e. political instability and/or disputes) poses increased risk, which may result in the cessation of
operations as well as the delay in payment or exports; for example, in the Kurdistan Region of Iraq
with respect to the negotiation of Iraq Federal Oil and Gas Law, and in Vietnam and Malaysia with respect to China's claim over disputed waters in the South China Sea. In addition, Talisman regularly
evaluates opportunities worldwide, and may in the future engage in projects or acquire properties in other nations that are experiencing economic or political instability, social unrest, military
hostilities or United Nations, US or other international sanctions. Some of the foregoing government actions may lead to political or reputational pressures on the Company from
non-governmental organizations, home governments and investors.

Stakeholder Opposition

Talisman's planned activities may be adversely affected if there is strong community opposition to its operations. For example, local community
concerns in parts of Colombia, the Kurdistan Region of Iraq and Papua New Guinea could potentially result in development and production delays in those operations. There is also heightened
public concern regarding hydraulic fracturing in parts of North America which could materially affect the Company's shale operations. In some circumstances, this risk of community opposition may be
higher in areas where Talisman operates alongside indigenous communities who may have additional concerns regarding land ownership, usage or claim compensation.

Non-Operatorship and Partner Relations

Some of Talisman's projects are conducted in joint venture environments where Talisman has a limited ability to influence or control operations or
future development, safety and environmental standards, and amount of capital expenditures. Companies which operate these properties may not necessarily share Talisman's health, safety and
environmental standards or strategic or operational goals or approach to partner relationships, which may result in accidents, regulatory noncompliance, project delays or unexpected future costs, all
of which may affect the viability of these projects and Talisman's standing in the external market.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       33

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Talisman
is also dependent on other working interest co-participants of these projects to fund their contractual share of the capital expenditures. If these co-participants are
unable to fund their contractual share of, or do not approve, the capital expenditures, the co-participants may seek to defer programs, resulting in strategic misalignments and a delay of
a portion of development of Talisman's programs, or the co-participants may default such that projects may be delayed and/or Talisman may be partially or totally liable for
their share.

Some
of Talisman's projects involve transition of operatorship as part of a joint venture arrangement, which requires a significant amount of effort and coordination. Successful handover of the
operations to the partners is dependent on Talisman's ability to maintain equal governance and active involvement in the operations.

Attraction, Retention and Development of Personnel

Successful execution of the Company's plans is dependent on Talisman's ability to attract and retain talented personnel who have the skills necessary
to deliver on the Company's strategy and maintain safe operations. This includes not only key talent at a senior level, but also individuals with the professional and technical skill sets critical for
Talisman's business, particularly geologists, geophysicists, engineers and other specialists. As labour demand remains high and a greater percentage of the population reaches retirement age, retention
concerns are also heightened. In North America, Talisman competes for talent in two very competitive markets  Calgary and Houston. If the Company is unable to
attract and retain highly qualified petrotechnical people in these markets, its ability to deliver may be significantly compromised. In addition, in the North Sea, high project activity has compounded
competition for labour, posing an increased retention risk. In Asia, energy demand driven by economic growth has resulted in higher levels of activity in the sector and created strong competition for
skilled technical staff. National oil companies and joint venture activities may also impose requirements to develop their national talent, increase secondee assignments, and employ local nationals.

Egress and Gas & Liquids Buyers

As increasing volumes of natural gas and liquids are brought onstream by Talisman and others, transportation infrastructure capacity may at times be
exceeded before capacity additions become available. In such an event, there is a risk that the transportation of some of the Company's production may be restricted or delayed until pipeline
connection or infrastructure additions are complete. In particular, Colombia's oil export infrastructure generally continues to operate close to or at capacity, pending capacity additions which are at
various stages of approval and construction, including Phase 1 of the Bicentenario pipeline, which is due to come onstream later in 2013. While Talisman and Equión currently have
access to sufficient capacity in the key Ocensa and Oleoducto de Colombia ("ODC") pipelines allowing access to the Covenas terminal and international markets, as Talisman's production grows, the
Company may not be able to secure sufficient upstream pipeline access into Ocensa. If Talisman is unable to negotiate access to additional pipeline capacity or to employ trucking as an alternative,
Talisman's production may be restricted or delayed and/or netbacks may be reduced on a portion of Talisman's production. In the Eagle Ford play, Talisman has acquired sufficient access to
infrastructure for both liquids and gas for the near and medium term (through January 2017); however, in the longer term, additional capacity and infrastructure will be required. However, in
the event there are delays in the ongoing construction of new pipelines and processing projects in the Eagle Ford play, Talisman's access to additional pipeline capacity could be delayed. Another
associated risk will be the availability and diversity of contract and credit-enabled buyers depending upon the pipeline and infrastructure project with which Talisman obtains capacity to take the
product to market. Should Talisman be unable to secure access to infrastructure and qualified buyers for its production, the Company could face reduced production and/or materially lower prices on
some portion of production, which in turn could adversely affect the Company's operating results.

Competitive Risk

The global oil and gas industry is highly competitive. Talisman faces significant competition and many of the Company's competitors have resources in
excess of Talisman's available resources. The Company actively competes for the acquisition of properties, the exploration for and development of new sources of supply, the contractual services for
oil and gas drilling and production equipment and services, the transportation and marketing of current production, and industry personnel, including, but not limited to, geologists, geophysicists,
engineers and other specialists that enable the business. Many of Talisman's competitors have the ability to pay more for seismic and lease rights in crude oil and natural gas properties and
exploratory prospects. They can
define, evaluate, bid for and purchase a greater number of properties and prospects than Talisman's financial or human resources permit. If the Company is not successful in the competition for oil and
gas reserves or in the marketing of production, Talisman's financial condition and results of operations may be adversely affected. Many of the Company's competitors have resources substantially
greater than Talisman's and have established positions in countries in which Talisman may seek new entry and, as a consequence, the Company may be at a competitive disadvantage. Typically during times
of high commodity prices or increased industry activity, drilling and operating costs will also increase. These competitive forces may also lead to an overall increase in costs, which could have a
negative impact on the Company's financial results.

34TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Credit and Liquidity

From time to time, the Company may finance capital expenditures in whole or in part with debt. The volatility of credit markets can result in market
conditions that may restrict timely access and limit the Company's ability to secure and maintain cost-effective financing on acceptable terms and conditions. In addition, if any lender under
Talisman's syndicated bank credit facility is unable to fund its commitment, the Company's liquidity will be reduced by an amount up to the aggregate amount of such lender's commitment. See also "Risk
Factors  Counterparty Credit Risk."Talisman's financial performance and cash flow is highly sensitive to
the prevailing prices of crude oil and natural gas, which fluctuate in response to a variety of factors beyond the Company's control. A substantial and extended decline in the prices of crude oil or
natural gas could negatively impact the Company's liquidity and/or credit ratings, adversely affect the Company's ability to comply with covenants under denominated long-term notes and credit
facilities, and/or affect the Company's ability to pay dividends. See also "Risk Factors  Volatility of Oil and Natural
Gas Prices."

The
credit rating agencies regularly evaluate the Company, and their ratings of the Company's securities are based on a number of factors not entirely within the Company's control, including
conditions affecting the oil and gas industry generally, and the wider state of the economy. There can be no assurance that one or more of the Company's credit ratings will not be downgraded. A
reduction in any of the Company's current investment-grade credit ratings to below investment grade could adversely affect the cost of borrowing and/or access to sources of liquidity and capital,
reduce the financing options available to the Company and increase the interest paid on its bank credit facilities. In addition, the Company relies on access to letters of credit in the normal course
of business in order to support some of its operations. There can be no assurance that the Company will be able to obtain the necessary letters of credit. See also "Risk
Factors  Capital Allocation and Project Decisions."

Interest Rates

The Company is exposed to interest rate risk principally by virtue of its borrowings. Borrowing in floating rates exposes Talisman to
short-term movements in interest rates. Borrowing in fixed rates exposes Talisman to reset risk associated with debt maturity. Most of the Company's debt is issued at fixed interest rates;
therefore, the Company's main exposure to changes in interest rates would occur in respect of short-term investments or borrowings in the event that substantial cash balances are invested
in or owed to the Company.

Counterparty Credit Risk

In the normal course of business, Talisman enters into contractual relationships with counterparties in the energy industry and other industries,
including suppliers and coventurers, counterparties to interest rate hedging, foreign exchange hedging and commodity derivative arrangements. If such counterparties do not fulfil their contractual
obligations or settle their liabilities to the Company, the Company may suffer losses, may have to proceed on a sole risk basis, may have to forgo opportunities or may have to relinquish leases or
blocks. The Company also has credit risk arising from cash and cash equivalents held with banks and financial institutions. While the Company maintains a risk management system that limits exposures
to any one counterparty, losses due to the failure by counterparties to fulfil their contractual obligations may adversely affect Talisman's financial condition.

Hedging Activities

Talisman uses derivative instruments to hedge a portion of the Company's expected production so as to manage the impact of fluctuations in crude oil
and natural gas prices on the Company's results of operations and cash flow. Fluctuations in crude oil and gas prices could have a material effect on the volatility of the Company's earnings. To the
extent that Talisman engages in hedging activities to protect itself against commodity price declines, Talisman may be prevented from fully realizing the benefits of increases in crude oil and natural
gas prices above the prices established by the Company's hedging contracts. See also"Risk Factors  Volatility of Oil and Natural Gas
Prices."When considered appropriate, the Company may also use currency swaps to manage fluctuations in exchange rates and interest rate swaps to manage Talisman's exposure to
interest rate changes through the Company's borrowings. See also "Risk Factors  Exchange Rate Fluctuations" and
"Risk Factors  Interest Rates."

Additionally,
Talisman's hedging portfolio may expose it to financial losses in certain circumstances, such as the recognition of certain mark-to-market gains and losses on
derivative instruments. The fair value of the Company's natural gas and oil, exchange rate or interest rate derivative instruments can fluctuate significantly between periods.

Corruption

Talisman's operations are governed by the laws of many jurisdictions, which generally prohibit bribery and other forms of corruption. Talisman
requires all employees to participate in ethics awareness training, which includes Talisman's policies against giving or accepting money or gifts in certain circumstances. Despite the training and
policies, it is possible that Talisman, or some of its employees or contractors, could be charged with bribery or corruption. If Talisman is found guilty of such a violation, which could include a
failure to take effective steps to prevent or address corruption by its employees or contractors, Talisman could be subject to onerous penalties. A mere investigation itself could lead to significant
corporate disruption, high legal costs and forced settlements

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       35

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(such
as the imposition of an internal monitor). In addition, bribery allegations or bribery or corruption convictions could impair Talisman's ability to work with governments or
non-governmental organizations. Such convictions or allegations could result in the formal exclusion of Talisman from a country or area, national or international lawsuits, government
sanctions or fines, project suspension or delays, reduced market capitalization and increased investor concern.

Information Systems

Many of Talisman's business processes depend on the availability, capacity, reliability and security of the Company's information technology
infrastructure and Talisman's ability to expand and continually update this infrastructure in response to the Company's changing needs. The Company's IT systems are increasingly concentrated and
integrated in terms of geography, number of systems, and key contractors supporting the delivery of IT systems. The performance of Talisman's key suppliers is critical to ensure appropriate delivery
of key services. Any failure to manage, expand and update the Company's information technology infrastructure, any failure in the extension or operation of this infrastructure, or any failure by the
Company's key contractors in the performance of their services could materially and adversely harm Talisman's business.

The
ability of the IT function to support Talisman's business in the event of a disaster such as fire, flood or loss/denial of any of the Company's DataCentres or major office locations and Talisman's
ability to recover key systems from unexpected interruptions cannot be fully tested and there is a risk that, if such an event actually occurs, the business continuity plan may not be adequate to
immediately address all repercussions of the disaster. In the event of a disaster affecting a DataCentre or key office location, key systems may be unavailable for a number of days, leading to
inability to perform some business processes in a timely manner.

In
addition, the increasing risk of information security breaches, including more sophisticated attempts often referred to as advanced persistent threats, requires Talisman to continually improve its
ability to detect and prevent such occurrences. Disruption of critical IT services, or breaches of information security, could have a negative effect on Talisman's operational performance and
earnings, as well as on the Company's reputation.

TRANSFER AGENTS AND REGISTRARS

Computershare Trust Company of Canada, at 600, 530 - 8th Avenue SW, Calgary, Alberta,
T2P 3S8, along with its US cotransfer agent, Computershare Trust Company N.A., is the transfer agent and registrar for the Common Shares and the Series 1 First Preferred Shares of the
Company. Computershare Trust Company of Canada also acts as trustee for various public debt securities. JPMorgan Chase Bank N.A., London Branch (now The Bank of New York Mellon, pursuant
to bulk novation orders granted on April 3, 2007 and July 1, 2008), One Canada Square, London, UK, E14 5AL, acts as trustee for the 6.625% unsecured notes listed on the London
Stock Exchange. Bank of Nova Scotia Trust Company of New York of One Liberty Plaza, New York, New York, 10006, acts as trustee for various public debt securities. The Company has
not retained transfer agents for any other outstanding securities.

INTERESTS OF EXPERTS

Talisman's auditors are Ernst & Young LLP, Chartered Accountants, Ernst & Young Tower, 1000,
440 - 2nd Avenue SW, Calgary, Alberta, T2P 5E9. Ernst & Young LLP is independent in accordance with the Rules of Professional Conduct as outlined
by the Institute of Chartered Accountants of Alberta.

Mr. Bruce
Dingeman, an employee of Talisman, has provided the report on reserves data, included in Schedule "A" to this Annual Information Form, in his capacity as Talisman's
Internal Qualified Reserves Evaluator. Mr. Dingeman owns less than 1% of the outstanding Common Shares.

ADVISORIES

Forward-Looking Information

This Annual Information Form contains or incorporates by reference information that constitutes "forward-looking information" or "forward-looking
statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. Forward-looking information is included throughout this Annual Information Form,
including among other places, under the headings "General Development of the Business," "Description of the
Business," "Corporate Responsibility and Environmental Protection," "Market for the Securities of the
Company," "Legal Proceedings" and "Risk Factors." This forward-looking
information includes, but is not limited to, statements regarding:

36TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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The
Company priorities disclosed in the Annual Information Form are objectives only and their achievement cannot be guaranteed.

Statements
concerning oil and gas reserves contained in this Annual Information Form in Schedule "A" and elsewhere may be deemed to be forward-looking information as they involve the implied
assessment that the resources described can be profitably produced in the future.

The
factors or assumptions on which the forward-looking information is based include: assumptions inherent in current guidance; projected capital investment levels; the flexibility of capital spending
plans and the associated sources of funding; the successful and timely implementation of capital projects; the continuation of tax, royalty and regulatory regimes; ability to obtain regulatory and
partner approval; commodity price and cost assumptions; and other risks and uncertainties described in the filings made by the Company with securities regulatory authorities. The Company believes the
material factors, expectations and assumptions reflected in the forward-looking information are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to
be correct. Forward-looking information for periods past 2013 assumes escalating commodity prices. Closing of any transactions will be subject to receipt of all necessary regulatory approvals and
completion of definitive agreements.

Undue
reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks which could
cause actual results to vary, and, in some instances, to differ materially from those anticipated by Talisman and described in the forward-looking information contained in this Annual Information
Form. The material risk factors include, but are not limited to:

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       37

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The
foregoing list of risk factors is not exhaustive. Additional information on these and other factors which could affect the Company's operations or financial results or strategy are included under
the heading "Risk Factors" and elsewhere in this Annual Information Form. In addition, information is available in the Company's other reports on file
with Canadian securities regulatory authorities and the SEC.

Forward-looking
information is based on the estimates and opinions of the Company's management at the time the information is presented. The Company assumes no obligation to update forward-looking
information should circumstances or management's estimates or opinions change, except as required by law.

The
disclosure in the AIF assumes closing of all dispositions announced. The completion of any contemplated disposition is contingent on various factors, including favourable market conditions, the
ability of the Company to negotiate acceptable terms of sale and receipt of any required approval for such disposition.

38TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Oil and Gas Information

All references to reserves volumes in this Annual Information Form, other than those disclosed in "Reserves Data and Other
Oil and Gas Information under US Disclosure Standards" in Schedule A, are to reserves volumes estimated in accordance with Canadian disclosure standards.

Talisman
makes reference to production volumes throughout this Annual Information Form. Where not otherwise indicated, such production volumes are stated on a gross basis, which means they are stated
prior to the deduction of royalties and similar payments. In the US, net production volumes are reported after the deduction of these amounts.

Natural
gas is converted to a barrel of oil equivalent (boe) at the ratio of six thousand cubic feet (mcf) to one barrel (bbl) of oil. Oil is converted to natural gas equivalent (mcfe) at the
ratio of one bbl to six mcf of natural gas. The boe and mcfe measures may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one bbl and an mcfe conversion ratio of
one bbl to six mcfe are based on an energy equivalence conversion method primarily applicable at the burner tip and do not represent a value equivalence at the wellhead.

Non-Core Assets

In this AIF, all references to "core" or "non-core" assets and properties align with the Company's current public disclosures regarding
its assets and properties.

EXCHANGE RATE INFORMATION

Except where otherwise indicated, all dollar amounts in this Annual Information Form are stated in US
dollars("US$"). The following table sets forth the Canada/US exchange rates on the last trading day of the years indicated as well as the high, low and average rates for such
years. The high, low and average exchange rates for each year were identified or calculated from spot rates in effect on each trading day during the relevant year. The exchange rates shown are
expressed as the number of Canadian dollars ("C$") required to purchase one US$. These exchange rates are based on those published on the Bank of Canada's website as being in effect at approximately
noon on each trading day (the "Bank of Canada noon rate").

|         |  |                        |  |        |  |       
|-------- |  | ---------------------- |  | ------ |  | ------
|        
|         |  |                        |  |        |  |       
|         |  | Year ended December 31
|        
|         |  | 2012                   |  | 2011   |  | 2010  
|        
|Year-end |  | 0.9949                 |  | 1.0170 |  | 0.9946
|        
|High     |  | 0.9710                 |  | 0.9449 |  | 0.9946
|        
|Low      |  | 1.0418                 |  | 1.0604 |  | 1.0778
|        
|Average  |  | 0.9996                 |  | 0.9891 |  | 1.0299
|        

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       39

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ABBREVIATIONS

The abbreviations used in this Annual Information Form have the following meanings:

|bbl       |  | barrel                                          
|--------- |  | ------------------------------------------------
|bbls      |  | barrels                                         
|bbls/d    |  | barrels per day                                 
|bcf       |  | billion cubic feet                              
|bcfe      |  | billion cubic feet equivalent                   
|boe       |  | barrels of oil equivalent                       
|boe/d     |  | barrels of oil equivalent per day               
|C$        |  | Canadian dollar                                 
|COGEH     |  | Canadian Oil and Gas Evaluation Handbook        
|GTL       |  | gas-to-liquids                                  
|HH        |  | Henry Hub                                       
|HSSE      |  | Health, Safety, Security and Environment        
|IFRS      |  | International Financial Reporting Standards     
|IQRE      |  | Internal Qualified Reserves Evaluator           
|JOC       |  | Joint Operating Company                         
|km        |  | kilometre                                       
|LNG       |  | Liquefied Natural Gas                           
|mboe/d    |  | thousand barrels oil equivalent per day         
|mbbls     |  | thousand barrels                                
|mmbbls    |  | million barrels                                 
|mmbbls/d  |  | million barrels per day                         
|mmboe     |  | million barrels of oil equivalent               
|mmbtu     |  | million British thermal units                   
|mcf       |  | thousand cubic feet                             
|mcfe      |  | thousand cubic feet equivalent                  
|mmcf      |  | million cubic feet                              
|mmcf/d    |  | million cubic feet per day                      
|mmcfe/d   |  | millions of cubic feet equivalent per day       
|NGL       |  | Natural Gas Liquids                             
|NI 51-101 |  | National Instrument 51-101                      
|NOK       |  | Norwegian kroner                                
|NYMEX     |  | New York Mercantile Exchange                    
|PNG       |  | Papua New Guinea                                
|PRT       |  | Petroleum Revenue Tax                           
|PSC       |  | Production Sharing Contract                     
|SEC       |  | United States Securities and Exchange Commission
|tcf       |  | trillion cubic feet                             
|UK        |  | United Kingdom                                  
|UK£       |  | Pound sterling                                  
|US        |  | United States of America                        
|US$ or $  |  | United States dollar                            
|WI        |  | Working interest                                
|WTI       |  | West Texas Intermediate                         

40TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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ADDITIONAL INFORMATION

Additional information related to the Company, including the information incorporated by reference herein, may be found on SEDAR at
www.sedar.com.

Additional
information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation
plans, is contained in the Company's Management Proxy Circular for its most recent annual meeting of security holders that involved the election of directors. Additional financial information is
provided in the Company's audited Consolidated Financial Statements for the year ended December 31, 2012 and related annual Management's Discussion and Analysis.

Since
January 1, 2012, the Company has not filed any material contracts on SEDAR.

Copies
of the Company's Annual Report may be obtained from Talisman's website at www.talisman-energy.com or upon request from: Corporate and Investor Communications Department, Talisman
Energy Inc., 2000, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5, email: tlm@talisman-energy.com.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       41

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SCHEDULE A  RESERVES DATA AND OTHER OIL
AND GAS INFORMATION

Table of Contents

|                                                                                       |  | Page
|-------------------------------------------------------------------------------------- |  | ----
|                                                                                      
|Introduction                                                                           |  | 43  
|                                                                                      
|Internal Evaluation                                                                    |  | 43  
|                                                                                      
|Reserves Data and Other Oil and Gas Information Under Canadian Disclosure Requirements |  | 44  
|                                                                                      
|Report on NI 51-101 Reserves Data by Talisman's Internal Qualified Reserves Evaluator  |  | 67  
|                                                                                      
|Report of Management and Directors on NI 51-101 Reserves Data and Other Information    |  | 68  
|                                                                                      
|Reserves Data and Other Oil and Gas Information Under US Disclosure Standards          |  | 69  
|                                                                                      

42TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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INTRODUCTION

As a Canadian public company, Talisman is subject to the disclosure requirements of National
Instrument NI 51-101 ("NI 51-101") of the Canadian Securities Administrators, which applies to the disclosure of reserves and other oil and gas
information. Prior to 2011, Talisman relied upon a discretionary exemption from certain of the requirements of NI 51-101 granted by the Canadian securities regulatory
authorities to provide reserves and other oil and gas disclosure in accordance with the US disclosure requirements, in order to provide disclosure comparable to that provided by US and other
international issuers. As a result of the expiry of that exemption, Talisman now provides disclosure which complies with the annual disclosure requirements of NI 51-101. The
NI 51-101 mandated disclosure is set forth below under "Reserves Data and Other Oil and Gas Information under Canadian Disclosure
Requirements" and under "Description of the Business". In addition, for greater comparability to the disclosure of US companies
in the oil and gas industry with which Talisman is often compared by investors and analysts, Talisman continues to provide certain reserves and other oil and gas information in accordance with the US
standards requirements. The US style disclosure is set forth below under "Reserves and Other Oil and Gas Information under US Disclosure Standards".
Talisman has obtained an exemption from the Canadian securities regulatory authorities to permit it to provide the US style disclosure in addition to the disclosure mandated by
NI 51-101.

The
primary differences between the Canadian requirements and the US standards are that:

Reporting of Reserves and Other Oil and Gas Information with respect to Proportionately Consolidated
Entities

In this Schedule A and elsewhere in this annual information form, Talisman has included in its reserves and financial, production and
other operating data its proportionate share of the reserves and other data of those entities that are proportionately consolidated for financial reporting purposes. Specifically, throughout 2012
Talisman held a 49% interest in Equión. Talisman's reserves and financial, production and other operating data reported herein reflect Talisman's 49% interest in Equión's
reserves and other assets and results. Similarly, from December 17, 2012, Talisman has held a 51% interest in TSEUK. Prior to December 17, 2012, Talisman held a 100% interest in TSEUK
(formerly TEUK). Talisman's year-end reserves and other data reflect Talisman's 51% interest in TSEUK's reserves and other assets as at that date. Information for activities for the year
ended December 31, 2012 reflect Talisman's 100% interest in TEUK's operations prior to December 17, 2012 and its 51% interest in TSEUK's operations thereafter.

INTERNAL EVALUATION

Talisman's oil and gas reserves are evaluated internally. Talisman has obtained an exemption from
NI 51-101 that exempts Talisman from the requirement under NI 51-101 to have its reserves evaluated or audited by independent reserves evaluators. The
following discussion is provided pursuant to the requirements of the exemption.

Talisman
understands that the purpose of the requirement under NI 51-101 for the involvement of independent qualified evaluators or auditors is to ensure that disclosure of
reserves information reflects the conclusions of qualified professionals applying consistent standards and that such conclusions are not affected by adverse influences. Talisman believes that using
independent evaluators or auditors would not materially enhance the reliability of its reserves estimates in light of the expertise of its internal reserves evaluation personnel and the controls
applied during its reserves evaluation process. Talisman believes that its internal resources are at least as extensive as, if not greater than, those which would be assigned by any independent
evaluators or auditors engaged by the Company, and that its internal staff's knowledge of and experience with the Company's reserves enable the Company to prepare an evaluation at least equivalent to
that of any independent evaluator or auditor.

As
at December 2012, the Company's internal reserves evaluation staff included approximately 94 persons with full-time or part-time responsibility for reserves
evaluation, with an average of approximately 16 full-time or part-time years of relevant experience in evaluating reserves, of whom 26 were "qualified reserves
evaluators" for purposes of NI 51-101. The Company's internal reserves

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       43

---



evaluation
management personnel included approximately 16 persons with full-time or part-time responsibility for reserves evaluation management, with an average of
approximately 27 full-time or part-time years of relevant experience in evaluating and managing the evaluation of reserves, 6 of whom were qualified reserves evaluators
for purposes of NI 51-101. The Company has appointed an Internal Qualified Reserves Evaluator ("IQRE") who reports directly to the Chief Executive Officer and is responsible for the
preparation and validation of the Company's reserves evaluations and the submission to the Company's Board of Directors of reports thereon. The Company's IQRE is Bruce Dingeman, a graduate of
University of Wyoming with a B.Sc. in Petroleum Engineering and a Masters of Business Administration from Duke University. Mr. Dingeman has more than 30 years of petroleum engineering
experience internationally and in North America. He is a professional engineer registered in both Alberta and Texas.

Talisman
has adopted a corporate policy that prescribes procedures and standards to be followed in preparing its reserves data. The following summarizes Talisman's current process for preparing and
approving its publicly disclosed reserves data.

All
of Talisman's reserves are evaluated annually. Talisman employs qualified, competent, experienced engineers to ensure consistently high levels of professionalism in the estimation of its reserves
data. Technical, cost and economic assumptions underpinning reserves estimates are documented to provide a clear audit trail.

Talisman
conducts formal reviews during the reserves estimation process to ensure the reasonableness, completeness and accuracy of input data; the appropriateness of the technical subsurface
methodology; the full understanding of reserves movements; and the correct use of reserves classifications. All reserves estimates are reviewed and approved by the respective Executive
Vice-President of the operating area to which the reserves relate and then submitted to the Company's executive operating committee, comprised of the President and Chief Executive Officer
and the Executive Vice-Presidents of the Company, for review and approval. In addition, the IQRE conducts a separate review to ensure the effectiveness of the disclosure controls and that
the reserves estimates are free from material misstatement. The reserves data and the reports of the IQRE thereon are then reviewed by the Reserves Committee of the Board of Directors. The Reserves
Committee and the IQRE have independent access to each other. Once approved by the Reserves Committee, the reserves data is submitted to the Board of Directors for final approval.

Notwithstanding
that Talisman is exempt from the independent evaluator requirements of NI 51-101, Talisman obtains annual independent audits of its reserves estimates for some of
its properties on a rotating basis. Over the past four years, these rotational independent audits have covered, in aggregate, properties which, at December 31, 2012, represent approximately 80%
of the Company's proved reserves (on a boe basis) as at December 31, 2012. At the time of the audits, these audits have not revealed any material discrepancies in the reserves reported
at such time using the standards in effect at the time of the audit. Talisman's IQRE oversees the preparation of the independent audits. Talisman maintains a Reserves Data Policy and Procedures
Manual, which it updates as appropriate and on a periodic basis. Talisman also conducts periodic internal audits of the procedures, records and controls relating to the preparation of reserves data.
Accordingly, Talisman considers the reliability of its internally generated reserves data to be not materially less than would be afforded by the independent evaluator requirements of
NI 51-101.

RESERVES DATA AND OTHER OIL AND GAS INFORMATION UNDER CANADIAN DISCLOSURE
REQUIREMENTS

The effective date of the reserves data and other oil and gas information in this section is December 31, 2012 and the
preparation date is February 28, 2013.

It should not be assumed that the estimates of future net revenues presented in the tables below represent the fair market value of the reserves. There is no assurance that the
forecast prices and costs assumptions will be attained and variances could be material. The recovery and reserves estimates on the Company's properties provided herein are estimates only and there is
no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein.

Definitions
of the various terms used in the following tables are set forth under "Definitions" below. In certain of the tables set forth below, the columns may not add due to rounding.

44TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Reserves Estimates (Forecast Prices and Costs)

Oil And Gas Reserves
Forecast Prices And Costs(1)

|                             |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|---------------------------- | ------------------------------ | ------------------ | ----- | ------------------ | ----- | ------------------ | ---- | --------------- | ---- | --------------------------- | ---- | ---------------------------- | --- | ----- | ------- | --- | ------- | ----- | ------- | --- | ------- | ----- | ----- | ---
|                            
|                             |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                             |                                | Light Oil
(mmbbls) |       | Heavy Oil
(mmbbls) |       | Shale Oil
(mmbbls) |      | Shale Gas
(bcf) |      | Non-Shale
Natural Gas
(bcf) |      | Natural Gas
Liquids (mmbbls)
|Year ended December 31, 2012 |                                | Gross              |       | Net                |       | Gross              |      | Net             |      | Gross                       |      | Net                          |     | Gross |         | Net |         | Gross |         | Net |         | Gross |       | Net
|                            
|Canada                       |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 2.9   |                    | 2.4   |                    | 34.9 |                 | 31.5 |                             |     |                              |    |       | 157.0   |     | 145.7   |       | 680.3   |     | 611.2   |       | 23.5  |    
|                            
|                             | Proved Developed Non-Producing |                    | 0.5   |                    | 0.4   |                    |     |                 |     |                             | 0.2  |                              | 0.1 |       | 6.5     |     | 6.3     |       | 28.9    |     | 24.7    |       | 0.1   |    
|                            
|                             | Proved Undeveloped             |                    | 0.4   |                    | 0.3   |                    | 0.1  |                 | 0.1  |                             |     |                              |    |       | 263.9   |     | 241.5   |       | 49.6    |     | 46.8    |       | 4.4   |    
|                            
|                             | Total Proved                   |                    | 3.8   |                    | 3.1   |                    | 35.0 |                 | 31.6 |                             | 0.2  |                              | 0.1 |       | 427.4   |     | 393.5   |       | 758.8   |     | 682.7   |       | 28.0  |    
|                            
|                             | Total Probable                 |                    | 0.7   |                    | 0.5   |                    | 4.3  |                 | 3.8  |                             |     |                              |    |       | 144.6   |     | 120.0   |       | 345.3   |     | 304.7   |       | 12.4  |    
|                            
|                             | Total Proved Plus Probable     |                    | 4.5   |                    | 3.6   |                    | 39.3 |                 | 35.4 |                             | 0.2  |                              | 0.1 |       | 572.0   |     | 513.5   |       | 1,104.1 |     | 987.4   |       | 40.4  |    
|                            
|United States                |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    |      |                    |      |                    |     |                 |     |                             | 1.9  |                              | 1.4 |       | 869.1   |     | 732.5   |       | 33.9    |     | 28.5    |       | 10.5  |    
|                            
|                             | Proved Developed Non-Producing |                    |      |                    |      |                    |     |                 |     |                             | 0.9  |                              | 0.7 |       | 105.2   |     | 87.8    |       | 0.1     |     | 0.1     |       | 0.5   |    
|                            
|                             | Proved Undeveloped             |                    |      |                    |      |                    |     |                 |     |                             | 4.7  |                              | 3.6 |       | 581.7   |     | 485.6   |       |        |     |        |       | 14.3  |    
|                            
|                             | Total Proved                   |                    |      |                    |      |                    |     |                 |     |                             | 7.5  |                              | 5.7 |       | 1,556.0 |     | 1,305.9 |       | 34.0    |     | 28.6    |       | 25.3  |    
|                            
|                             | Total Probable                 |                    |      |                    |      |                    |     |                 |     |                             | 4.5  |                              | 3.4 |       | 1,073.3 |     | 902.0   |       | 15.5    |     | 13.4    |       | 9.6   |    
|                            
|                             | Total Proved Plus Probable     |                    |      |                    |      |                    |     |                 |     |                             | 12.0 |                              | 9.1 |       | 2,629.3 |     | 2,207.9 |       | 49.5    |     | 42.0    |       | 34.9  |    
|                            
|North Sea2                   |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 72.3  |                    | 71.9  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 20.3    |     | 20.3    |       | 2.1   |    
|                            
|                             | Proved Developed Non-Producing |                    | 5.9   |                    | 5.9   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 2.9     |     | 2.9     |       | 0.1   |    
|                            
|                             | Proved Undeveloped             |                    | 19.3  |                    | 19.3  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 41.2    |     | 41.2    |       | 1.4   |    
|                            
|                             | Total Proved                   |                    | 97.5  |                    | 97.1  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 64.4    |     | 64.4    |       | 3.6   |    
|                            
|                             | Total Probable                 |                    | 108.1 |                    | 107.8 |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 77.2    |     | 77.2    |       | 3.7   |    
|                            
|                             | Total Proved Plus Probable     |                    | 205.6 |                    | 204.9 |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 141.6   |     | 141.6   |       | 7.3   |    
|                            
|Southeast Asia3              |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 25.2  |                    | 16.0  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 872.4   |     | 621.3   |       | 11.8  |    
|                            
|                             | Proved Developed Non-Producing |                    | 2.2   |                    | 0.5   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 151.5   |     | 96.2    |       | 1.7   |    
|                            
|                             | Proved Undeveloped             |                    | 14.0  |                    | 11.2  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 731.7   |     | 489.2   |       | 11.8  |    
|                            
|                             | Total Proved                   |                    | 41.4  |                    | 27.7  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 1,755.6 |     | 1,206.7 |       | 25.3  |    
|                            
|                             | Total Probable                 |                    | 49.7  |                    | 29.2  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 734.3   |     | 489.4   |       | 7.3   |    
|                            
|                             | Total Proved Plus Probable     |                    | 91.1  |                    | 56.9  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       | 2,489.9 |     | 1,696.1 |       | 32.6  |    
|                            
|Latin America4               |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 9.4   |                    | 7.5   |                    | 0.1  |                 | 0.1  |                             |     |                              |    |       |        |     |        |       | 82.7    |     | 66.2    |       | 1.5   |    
|                            
|                             | Proved Developed Non-Producing |                    |      |                    |      |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       |      |    
|                            
|                             | Proved Undeveloped             |                    | 5.8   |                    | 4.7   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       |      |    
|                            
|                             | Total Proved                   |                    | 15.2  |                    | 12.2  |                    | 0.1  |                 | 0.1  |                             |     |                              |    |       |        |     |        |       | 82.7    |     | 66.2    |       | 1.5   |    
|                            
|                             | Total Probable                 |                    | 7.4   |                    | 5.9   |                    | 0.2  |                 | 0.1  |                             |     |                              |    |       |        |     |        |       |        |     |        |       |      |    
|                            
|                             | Total Proved Plus Probable     |                    | 22.6  |                    | 18.1  |                    | 0.3  |                 | 0.2  |                             |     |                              |    |       |        |     |        |       | 82.7    |     | 66.2    |       | 1.5   |    
|                            
|Other5                       |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 15.8  |                    | 7.8   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       |      |    
|                            
|                             | Proved Developed Non-Producing |                    |      |                    |      |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       |      |    
|                            
|                             | Proved Undeveloped             |                    | 8.4   |                    | 4.4   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       | 2.3   |    
|                            
|                             | Total Proved                   |                    | 24.2  |                    | 12.2  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       | 2.3   |    
|                            
|                             | Total Probable                 |                    | 12.4  |                    | 5.0   |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       | 0.3   |    
|                            
|                             | Total Proved Plus Probable     |                    | 36.6  |                    | 17.2  |                    |     |                 |     |                             |     |                              |    |       |        |     |        |       |        |     |        |       | 2.6   |    
|                            
|Total                        |                                |                    |       |                    |       |                    |      |                 |      |                             |      |                              |     |       |         |     |         |       |         |     |         |       |       |    
|                            
|                             | Proved Developed Producing     |                    | 125.6 |                    | 105.6 |                    | 35.0 |                 | 31.6 |                             | 1.9  |                              | 1.4 |       | 1,026.1 |     | 878.2   |       | 1,689.6 |     | 1,347.5 |       | 49.4  |    
|                            
|                             | Proved Developed Non-Producing |                    | 8.6   |                    | 6.8   |                    |     |                 |     |                             | 1.1  |                              | 0.8 |       | 111.7   |     | 94.1    |       | 183.4   |     | 123.9   |       | 2.4   |    
|                            
|                             | Proved Undeveloped             |                    | 47.9  |                    | 39.9  |                    | 0.1  |                 | 0.1  |                             | 4.7  |                              | 3.6 |       | 845.6   |     | 727.1   |       | 822.5   |     | 577.2   |       | 34.2  |    
|                            
|                             | Total Proved                   |                    | 182.1 |                    | 152.3 |                    | 35.1 |                 | 31.7 |                             | 7.7  |                              | 5.8 |       | 1,983.4 |     | 1,699.4 |       | 2,695.5 |     | 2,048.6 |       | 86.0  |    
|                            
|                             | Total Probable                 |                    | 178.3 |                    | 148.4 |                    | 4.5  |                 | 3.9  |                             | 4.5  |                              | 3.4 |       | 1,217.9 |     | 1,022.0 |       | 1,172.3 |     | 884.7   |       | 33.3  |    
|                            
|                             | Total Proved Plus Probable     |                    | 360.4 |                    | 300.7 |                    | 39.6 |                 | 35.6 |                             | 12.2 |                              | 9.2 |       | 3,201.3 |     | 2,721.4 |       | 3,867.8 |     | 2,933.3 |       | 119.3 |    
|                            

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       45

---



Future Net Revenue (Forecast Prices and Costs)

Net Present Values of Future Net Revenue
Forecast Prices and Costs(1)

|                                          |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|----------------------------------------- | ------------------------------------------- | -------- | ------------------------------------------- | -------- | --- | -------- | --- | -------- | --- | -------- | -- | -------- | -------- | -------- | --- | -------- | --- | -------
|                                          |                                            
|                                          |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          | Before Deducting Income Taxes
Discounted At |          | After Deducting Income Taxes
Discounted At2 |         
|Year ended December 31, 2012
($ Millions) | 0%                                          |          | 5%                                          |          | 10% |          | 15% |          | 20% |          | 0% | 5%       | 10%      |          | 15% |          | 20% |        
|                                          |                                            
|Canada                                    |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 1,548.9  |                                             | 2,280.9  |     | 1,853.4  |     | 1,515.7  |     | 1,280.7  |    | 1,500.3  | 1,994.6  | 1,641.2  |     | 1,363.7  |     | 1,168.3
|                                          |                                            
|                                          | Proved Developed Non-Producing              | 47.3     |                                             | 67.8     |     | 57.8     |     | 48.3     |     | 41.2     |    | 34.7     | 50.8     | 43.7     |     | 36.8     |     | 31.6   
|                                          |                                            
|                                          | Proved Undeveloped                          | 1,025.9  |                                             | 599.7    |     | 381.8    |     | 255.9    |     | 176.5    |    | 766.8    | 439.1    | 270.8    |     | 173.5    |     | 112.2  
|                                          |                                            
|                                          | Total Proved                                | 2,622.1  |                                             | 2,948.4  |     | 2,293.0  |     | 1,819.9  |     | 1,498.4  |    | 2,301.8  | 2,484.5  | 1,955.7  |     | 1,574.0  |     | 1,312.1
|                                          |                                            
|                                          | Total Probable                              | 2,412.9  |                                             | 941.1    |     | 479.0    |     | 281.5    |     | 177.9    |    | 1,804.1  | 695.3    | 345.0    |     | 194.7    |     | 115.6  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 5,035.0  |                                             | 3,889.5  |     | 2,772.0  |     | 2,101.4  |     | 1,676.3  |    | 4,105.9  | 3,179.8  | 2,300.7  |     | 1,768.7  |     | 1,427.7
|                                          |                                            
|United States                             |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 2,847.7  |                                             | 2,300.7  |     | 1,857.5  |     | 1,558.6  |     | 1,350.0  |    | 2,847.7  | 2,300.7  | 1,857.5  |     | 1,558.6  |     | 1,350.0
|                                          |                                            
|                                          | Proved Developed Non-Producing              | 390.0    |                                             | 302.9    |     | 237.9    |     | 194.8    |     | 164.9    |    | 390.0    | 302.9    | 237.9    |     | 194.8    |     | 164.9  
|                                          |                                            
|                                          | Proved Undeveloped                          | 1,705.1  |                                             | 1,061.0  |     | 692.5    |     | 464.2    |     | 314.3    |    | 1,638.6  | 1,039.7  | 685.2    |     | 461.6    |     | 313.3  
|                                          |                                            
|                                          | Total Proved                                | 4,942.8  |                                             | 3,664.6  |     | 2,787.9  |     | 2,217.6  |     | 1,829.2  |    | 4,876.3  | 3,643.3  | 2,780.6  |     | 2,215.0  |     | 1,828.2
|                                          |                                            
|                                          | Total Probable                              | 4,100.2  |                                             | 1,820.8  |     | 1,015.2  |     | 640.0    |     | 432.1    |    | 2,608.3  | 1,210.5  | 723.0    |     | 485.4    |     | 344.7  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 9,043.0  |                                             | 5,485.4  |     | 3,803.1  |     | 2,857.6  |     | 2,261.3  |    | 7,484.6  | 4,853.8  | 3,503.6  |     | 2,700.4  |     | 2,172.9
|                                          |                                            
|North Sea3                                |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | (1,786.2 | )                                           | (879.2   | )   | (470.1   | )   | (264.8   | )   | (151.3   | )  | 309.0    | 83.8     | (38.9    | )   | (95.0    | )   | (113.7 
|                                          |                                            
|                                          | Proved Developed Non-Producing              | 348.2    |                                             | 267.4    |     | 209.8    |     | 168.6    |     | 138.6    |    | 74.9     | 69.6     | 60.9     |     | 52.3     |     | 44.8   
|                                          |                                            
|                                          | Proved Undeveloped                          | 891.6    |                                             | 609.5    |     | 405.0    |     | 258.3    |     | 152.2    |    | 394.9    | 343.8    | 276.9    |     | 213.8    |     | 159.4  
|                                          |                                            
|                                          | Total Proved                                | (546.4   | )                                           | (2.3     | )   | 144.7    |     | 162.1    |     | 139.5    |    | 778.8    | 497.2    | 298.9    |     | 171.1    |     | 90.5   
|                                          |                                            
|                                          | Total Probable                              | 6,300.1  |                                             | 4,344.9  |     | 3,146.4  |     | 2,375.6  |     | 1,857.3  |    | 1,765.1  | 1,514.4  | 1,282.7  |     | 1,091.0  |     | 936.8  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 5,753.7  |                                             | 4,342.6  |     | 3,291.1  |     | 2,537.7  |     | 1,996.8  |    | 2,543.9  | 2,011.6  | 1,581.6  |     | 1,262.1  |     | 1,027.3
|                                          |                                            
|Southeast Asia4                           |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 4,625.3  |                                             | 3,849.9  |     | 3,297.6  |     | 2,889.5  |     | 2,578.1  |    | 2,746.4  | 2,304.2  | 1,986.2  |     | 1,749.8  |     | 1,568.8
|                                          |                                            
|                                          | Proved Developed Non-Producing              | 420.1    |                                             | 369.9    |     | 328.1    |     | 293.0    |     | 263.5    |    | 341.6    | 299.0    | 263.5    |     | 233.9    |     | 209.0  
|                                          |                                            
|                                          | Proved Undeveloped                          | 5,345.2  |                                             | 4,065.3  |     | 3,196.5  |     | 2,582.8  |     | 2,135.0  |    | 3,169.2  | 2,408.4  | 1,891.5  |     | 1,525.7  |     | 1,258.1
|                                          |                                            
|                                          | Total Proved                                | 10,390.6 |                                             | 8,285.1  |     | 6,822.2  |     | 5,765.3  |     | 4,976.6  |    | 6,257.2  | 5,011.6  | 4,141.2  |     | 3,509.4  |     | 3,035.9
|                                          |                                            
|                                          | Total Probable                              | 4,537.5  |                                             | 2,858.0  |     | 1,911.3  |     | 1,338.3  |     | 971.9    |    | 2,694.3  | 1,693.5  | 1,120.7  |     | 770.6    |     | 545.6  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 14,928.1 |                                             | 11,143.1 |     | 8,733.5  |     | 7,103.6  |     | 5,948.5  |    | 8,951.5  | 6,705.1  | 5,261.9  |     | 4,280.0  |     | 3,581.5
|                                          |                                            
|Latin America5                            |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 740.6    |                                             | 668.5    |     | 609.7    |     | 561.1    |     | 520.4    |    | 580.2    | 523.8    | 477.7    |     | 439.4    |     | 407.2  
|                                          |                                            
|                                          | Proved Developed Non-Producing              |         |                                             |         |     |         |     |         |     |         |    |         |         |         |     |         |     |       
|                                          |                                            
|                                          | Proved Undeveloped                          | 341.2    |                                             | 276.8    |     | 227.1    |     | 188.2    |     | 157.2    |    | 221.4    | 174.9    | 139.2    |     | 111.6    |     | 89.8   
|                                          |                                            
|                                          | Total Proved                                | 1,081.8  |                                             | 945.3    |     | 836.8    |     | 749.3    |     | 677.6    |    | 801.6    | 698.7    | 616.9    |     | 551.0    |     | 497.0  
|                                          |                                            
|                                          | Total Probable                              | 453.8    |                                             | 364.0    |     | 296.1    |     | 243.8    |     | 202.9    |    | 301.9    | 237.8    | 189.6    |     | 152.6    |     | 123.8  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 1,535.6  |                                             | 1,309.3  |     | 1,132.9  |     | 993.1    |     | 880.5    |    | 1,103.5  | 936.5    | 806.5    |     | 703.6    |     | 620.8  
|                                          |                                            
|Other6                                    |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 551.4    |                                             | 480.1    |     | 425.4    |     | 382.5    |     | 348.0    |    | 337.3    | 294.3    | 261.3    |     | 235.3    |     | 214.5  
|                                          |                                            
|                                          | Proved Developed Non-Producing              |         |                                             |         |     |         |     |         |     |         |    |         |         |         |     |         |     |       
|                                          |                                            
|                                          | Proved Undeveloped                          | 466.4    |                                             | 391.4    |     | 336.5    |     | 294.7    |     | 262.1    |    | 331.4    | 282.4    | 246.0    |     | 218.1    |     | 195.8  
|                                          |                                            
|                                          | Total Proved                                | 1,017.8  |                                             | 871.5    |     | 761.9    |     | 677.2    |     | 610.1    |    | 668.7    | 576.7    | 507.3    |     | 453.4    |     | 410.3  
|                                          |                                            
|                                          | Total Probable                              | 518.5    |                                             | 394.0    |     | 308.4    |     | 247.5    |     | 203.0    |    | 305.3    | 232.2    | 181.7    |     | 145.7    |     | 119.4  
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 1,536.3  |                                             | 1,265.5  |     | 1,070.3  |     | 924.7    |     | 813.1    |    | 974.0    | 808.9    | 689.0    |     | 599.1    |     | 529.7  
|                                          |                                            
|Total                                     |                                             |          |                                             |          |     |          |     |          |     |          |    |          |          |          |     |          |     |        
|                                          |                                            
|                                          | Proved Developed Producing                  | 8,527.7  |                                             | 8,700.9  |     | 7,573.5  |     | 6,642.6  |     | 5,925.9  |    | 8,320.9  | 7,501.4  | 6,185.0  |     | 5,251.8  |     | 4,595.1
|                                          |                                            
|                                          | Proved Developed Non-Producing              | 1,205.6  |                                             | 1,008.0  |     | 833.6    |     | 704.7    |     | 608.2    |    | 841.2    | 722.3    | 606.0    |     | 517.8    |     | 450.3  
|                                          |                                            
|                                          | Proved Undeveloped                          | 9,775.4  |                                             | 7,003.7  |     | 5,239.4  |     | 4,044.1  |     | 3,197.3  |    | 6,522.3  | 4,688.3  | 3,509.6  |     | 2,704.3  |     | 2,128.6
|                                          |                                            
|                                          | Total Proved                                | 19,508.7 |                                             | 16,712.6 |     | 13,646.5 |     | 11,391.4 |     | 9,731.4  |    | 15,684.4 | 12,912.0 | 10,300.6 |     | 8,473.9  |     | 7,174.0
|                                          |                                            
|                                          | Total Probable                              | 18,323.0 |                                             | 10,722.8 |     | 7,156.4  |     | 5,126.7  |     | 3,845.1  |    | 9,479.0  | 5,583.7  | 3,842.7  |     | 2,840.0  |     | 2,185.9
|                                          |                                            
|                                          | Total Proved Plus Probable                  | 37,831.7 |                                             | 27,435.4 |     | 20,802.9 |     | 16,518.1 |     | 13,576.5 |    | 25,163.4 | 18,495.7 | 14,143.3 |     | 11,313.9 |     | 9,359.9
|                                          |                                            

46TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Elements of Future Net Revenue

Future Net Revenue
(Undiscounted) ($ Millions)
Forecast Prices and Costs

|                             |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|---------------------------- | -------------------- | ------- | --------- | --------- | -------- | --------------- | -------- | ----------------- | ------- | --------------------------------- | ------- | -------------------------------------- | -------- | ------------- | -------- | -------------------------------------
|                            
|                             |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|Year ended December 31, 2012 |                      | Revenue |           | Royalties |          | Operating
Costs |          | Development
Costs |         | Abandonment
and
Reclamation
Costs |         | Future Net
Revenue Before
Income Taxes |          | Income
Taxes1 |          | Future Net
Revenue After
Income Taxes
|                            
|Canada                       |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 11,392.1  |           | 1,306.1  |                 | 4,351.6  |                   | 620.5   |                                   | 2,491.8 |                                        | 2,622.1  |               | 320.3    |                                      
|                            
|                             | Proved Plus Probable |         | 16,288.8  |           | 2,024.0  |                 | 5,860.5  |                   | 841.4   |                                   | 2,527.9 |                                        | 5,035.0  |               | 929.1    |                                      
|                            
|United States                |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 11,115.5  |           | 1,896.5  |                 | 2,527.0  |                   | 1,215.4 |                                   | 533.8   |                                        | 4,942.8  |               | 66.5     |                                      
|                            
|                             | Proved Plus Probable |         | 20,737.2  |           | 3,460.9  |                 | 5,381.4  |                   | 2,265.7 |                                   | 586.2   |                                        | 9,043.0  |               | 1,558.4  |                                      
|                            
|North Sea2                   |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 11,581.2  |           | 40.3     |                 | 7,413.8  |                   | 2,348.8 |                                   | 2,324.7 |                                        | (546.4   | )             | (1,325.2 | )                                    
|                            
|                             | Proved Plus Probable |         | 25,617.5  |           | 88.5     |                 | 12,636.1 |                   | 4,261.2 |                                   | 2,878.0 |                                        | 5,753.7  |               | 3,209.8  |                                      
|                            
|Southeast Asia3              |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 23,496.0  |           | 8,123.0  |                 | 3,737.5  |                   | 979.0   |                                   | 265.9   |                                        | 10,390.6 |               | 4,133.4  |                                      
|                            
|                             | Proved Plus Probable |         | 36,867.8  |           | 13,159.4 |                 | 6,239.5  |                   | 2,132.8 |                                   | 408.0   |                                        | 14,928.1 |               | 5,976.6  |                                      
|                            
|Latin America4               |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 1,972.9   |           | 396.7    |                 | 303.7    |                   | 161.5   |                                   | 29.2    |                                        | 1,081.8  |               | 280.2    |                                      
|                            
|                             | Proved Plus Probable |         | 2,749.6   |           | 552.3    |                 | 357.1    |                   | 275.4   |                                   | 29.2    |                                        | 1,535.6  |               | 432.1    |                                      
|                            
|Other5                       |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 2,744.1   |           | 1,354.7  |                 | 313.7    |                   | 47.7    |                                   | 10.2    |                                        | 1,017.8  |               | 349.1    |                                      
|                            
|                             | Proved Plus Probable |         | 4,126.6   |           | 2,184.8  |                 | 345.1    |                   | 56.0    |                                   | 4.4     |                                        | 1,536.3  |               | 562.3    |                                      
|                            
|Total                        |                      |         |           |           |          |                 |          |                   |         |                                   |         |                                        |          |               |          |                                      
|                            
|                             | Proved               |         | 62,301.8  |           | 13,117.3 |                 | 18,647.3 |                   | 5,372.9 |                                   | 5,655.6 |                                        | 19,508.7 |               | 3,824.3  |                                      
|                            
|                             | Proved Plus Probable |         | 106,387.5 |           | 21,469.9 |                 | 30,819.7 |                   | 9,832.5 |                                   | 6,433.7 |                                        | 37,831.7 |               | 12,668.3 |                                      
|                            

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       47

---



Future Net Revenue by Production Group

Future Net Revenue by Production Group
Forecast Prices and Costs

|                    
|--------------------
|                    
|Reserves Category   
|                    
|Proved Reserves     
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|Proved Plus Probable
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    

48TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Reconciliation of Changes in Reserves

Continuity of Gross Proved Reserves

|               |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|-------------- | ---------------------- | ------------------ | ------ | ------------------ | ---- | ------------------ | ---- | --------------- | ------- | ------------------- | ------- | ------------ | ----
|               |                       
|               |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|               |                        | Light Oil
(mmbbls) |        | Heavy Oil
(mmbbls) |      | Shale Oil
(mmbbls) |      | Shale Gas
(bcf) |         | Non-Shale
Gas
(bcf) |         | NGL
(mmbbls) |     
|               |                       
|Canada         |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 9.4    |                    | 45.7 |                    |     |                 | 354.3   |                     | 1,055.5 |              | 17.4
|               |                       
|               | Discoveries            |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | 1.0    |                    | 0.4  |                    | 0.2  |                 | 79.1    |                     | (20.6   | )            | 11.1
|               |                       
|               | Acquisitions           |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    | (5.4   | )                  | (8.2 | )                  |     |                 |        |                     | (104.9  | )            | (1.7
|               |                       
|               | Technical Revisions    |                    | (0.3   | )                  | 3.3  |                    |     |                 | 32.1    |                     | (38.5   | )            | 2.8 
|               |                       
|               | Economic Revisions     |                    | (0.2   | )                  | (1.7 | )                  |     |                 | (11.4   | )                   | (7.7    | )            |    
|               |                       
|               | Production1            |                    | (0.7   | )                  | (4.5 | )                  |     |                 | (26.7   | )                   | (125.0  | )            | (1.6
|               |                       
|               | At December, 31, 2012  |                    | 3.8    |                    | 35.0 |                    | 0.2  |                 | 427.4   |                     | 758.8   |              | 28.0
|               |                       
|United States  |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    |       |                    |     |                    | 6.4  |                 | 2,322.6 |                     | 51.2    |              | 16.7
|               |                       
|               | Discoveries            |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    |       |                    |     |                    | 3.8  |                 | (641.9  | )                   |        |              | 11.2
|               |                       
|               | Acquisitions           |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Technical Revisions    |                    |       |                    |     |                    | (2.5 | )               | 70.2    |                     | (7.1    | )            | 0.2 
|               |                       
|               | Economic Revisions     |                    |       |                    |     |                    | 0.2  |                 | 5.8     |                     | (1.1    | )            | 0.1 
|               |                       
|               | Production1            |                    |       |                    |     |                    | (0.4 | )               | (200.7  | )                   | (9.0    | )            | (2.9
|               |                       
|               | At December, 31, 2012  |                    |       |                    |     |                    | 7.5  |                 | 1,556.0 |                     | 34.0    |              | 25.3
|               |                       
|North Sea      |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 274.4  |                    |     |                    |     |                 |        |                     | 83.9    |              | 5.7 
|               |                       
|               | Discoveries            |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | (17.9  | )                  |     |                    |     |                 |        |                     | 50.3    |              | 1.2 
|               |                       
|               | Acquisitions           |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    | (109.5 | )                  |     |                    |     |                 |        |                     | (20.4   | )            | (1.1
|               |                       
|               | Technical Revisions    |                    | (5.6   | )                  |     |                    |     |                 |        |                     | (37.9   | )            | (1.4
|               |                       
|               | Economic Revisions     |                    | (18.2  | )                  |     |                    |     |                 |        |                     |        |              | (0.2
|               |                       
|               | Production1            |                    | (25.7  | )                  |     |                    |     |                 |        |                     | (11.5   | )            | (0.6
|               |                       
|               | At December, 31, 2012  |                    | 97.5   |                    |     |                    |     |                 |        |                     | 64.4    |              | 3.6 
|               |                       
|Southeast Asia |                        |                    |        |                    |      |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 48.7   |                    |     |                    |     |                 |        |                     | 1,956.2 |              | 26.7
|               |                       
|               | Discoveries            |                    |       |                    |     |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | 2.8    |                    |     |                    |     |                 |        |                     | 2.1     |              | (0.7
|               |                       
|               | Acquisitions           |                    | 2.0    |                    |     |                    |     |                 |        |                     | 2.6     |              |    
|               |                       
|               | Divestment             |                    | (1.7   | )                  |     |                    |     |                 |        |                     | (9.9    | )            |    
|               |                       
|               | Technical Revisions    |                    | (0.1   | )                  |     |                    |     |                 |        |                     | (4.8    | )            | 1.9 
|               |                       
|               | Economic Revisions     |                    | 2.1    |                    |     |                    |     |                 |        |                     | 1.8     |              |    
|               |                       
|               | Production1            |                    | (12.4  | )                  |     |                    |     |                 |        |                     | (192.4  | )            | (2.6
|               |                       
|               | At December, 31, 2012  |                    | 41.4   |                    |     |                    |     |                 |        |                     | 1,755.6 |              | 25.3
|               |                       

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       49

---



|Latin America |                        |  |        |   |      |   |      |   |         |   |         |   |     
|------------- | ---------------------- |  | ------ | - | ---- | - | ---- | - | ------- | - | ------- | - | ----
|              |                       
|              | At December, 31, 2011  |  | 15.1   |   |     |   |     |   |        |   | 104.4   |   | 0.8 
|              |                       
|              | Discoveries            |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Additions & Extensions |  | 3.7    |   | 0.2  |   |     |   |        |   | (5.3    | ) | 0.9 
|              |                       
|              | Acquisitions           |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Divestment             |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Technical Revisions    |  | 0.2    |   |     |   |     |   |        |   | (0.1    | ) |    
|              |                       
|              | Economic Revisions     |  | (0.1   | ) |     |   |     |   |        |   | (1.9    | ) |    
|              |                       
|              | Production1            |  | (3.7   | ) | (0.1 | ) |     |   |        |   | (14.4   | ) | (0.2
|              |                       
|              | At December, 31, 2012  |  | 15.2   |   | 0.1  |   |     |   |        |   | 82.7    |   | 1.5 
|              |                       
|Other         |                        |  |        |   |      |   |      |   |         |   |         |   |     
|              |                       
|              | At December, 31, 2011  |  | 29.9   |   |     |   |     |   |        |   |        |   | 2.3 
|              |                       
|              | Discoveries            |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Additions & Extensions |  | (1.2   | ) |     |   |     |   |        |   |        |   |    
|              |                       
|              | Acquisitions           |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Divestment             |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Technical Revisions    |  | (0.2   | ) |     |   |     |   |        |   |        |   |    
|              |                       
|              | Economic Revisions     |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Production1            |  | (4.3   | ) |     |   |     |   |        |   |        |   |    
|              |                       
|              | At December, 31, 2012  |  | 24.2   |   |     |   |     |   |        |   |        |   | 2.3 
|              |                       
|Total         |                        |  |        |   |      |   |      |   |         |   |         |   |     
|              |                       
|              | At December, 31, 2011  |  | 377.5  |   | 45.7 |   | 6.4  |   | 2,676.9 |   | 3,251.2 |   | 69.6
|              |                       
|              | Discoveries            |  |       |   |     |   |     |   |        |   |        |   |    
|              |                       
|              | Additions & Extensions |  | (11.6  | ) | 0.6  |   | 4.0  |   | (562.8  | ) | 26.5    |   | 23.7
|              |                       
|              | Acquisitions           |  | 2.0    |   |     |   |     |   |        |   | 2.6     |   |    
|              |                       
|              | Divestment             |  | (116.6 | ) | (8.2 | ) |     |   |        |   | (135.2  | ) | (2.8
|              |                       
|              | Technical Revisions    |  | (6.0   | ) | 3.3  |   | (2.5 | ) | 102.3   |   | (88.4   | ) | 3.5 
|              |                       
|              | Economic Revisions     |  | (16.4  | ) | (1.7 | ) | 0.2  |   | (5.6    | ) | (8.9    | ) | (0.1
|              |                       
|              | Production1            |  | (46.8  | ) | (4.6 | ) | (0.4 | ) | (227.4  | ) | (352.3  | ) | (7.9
|              |                       
|              | At December, 31, 2012  |  | 182.1  |   | 35.1 |   | 7.7  |   | 1,983.4 |   | 2,695.5 |   | 86.0
|              |                       

50TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Continuity of Gross Probable Reserves

|               |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|-------------- | ---------------------- | ------------------ | ----- | ------------------ | ---- | ------------------ | ---- | --------------- | ------- | ------------------- | ----- | ------------ | ----
|               |                       
|               |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|               |                        | Light Oil
(mmbbls) |       | Heavy Oil
(mmbbls) |      | Shale Oil
(mmbbls) |      | Shale Gas
(bcf) |         | Non-Shale
Gas
(bcf) |       | NGL
(mmbbls) |     
|               |                       
|Canada         |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|               |                       
|               | At December, 31, 2011  |                    | 2.6   |                    | 7.4  |                    |     |                 | 106.8   |                     | 422.4 |              | 6.1 
|               |                       
|               | Discoveries            |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Additions & Extensions |                    | 0.1   |                    | 0.2  |                    |     |                 | 24.6    |                     | (19.0 | )            | 2.7 
|               |                       
|               | Acquisitions           |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Divestment             |                    | (1.8  | )                  | (2.8 | )                  |     |                 |        |                     | (29.4 | )            | (0.4
|               |                       
|               | Technical Revisions    |                    | (0.3  | )                  | (2.0 | )                  |     |                 | 18.0    |                     | (26.6 | )            | 3.9 
|               |                       
|               | Economic Revisions     |                    | 0.1   |                    | 1.5  |                    |     |                 | (4.8    | )                   | (2.1  | )            | 0.1 
|               |                       
|               | Production(1)          |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | At December, 31, 2012  |                    | 0.7   |                    | 4.3  |                    |     |                 | 144.6   |                     | 345.3 |              | 12.4
|               |                       
|United States  |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|               |                       
|               | At December, 31, 2011  |                    |      |                    |     |                    | 1.0  |                 | 768.0   |                     | 15.8  |              | 3.4 
|               |                       
|               | Discoveries            |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Additions & Extensions |                    |      |                    |     |                    | 4.1  |                 | 198.1   |                     |      |              | 5.6 
|               |                       
|               | Acquisitions           |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Divestment             |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Technical Revisions    |                    |      |                    |     |                    | (0.6 | )               | (13.0   | )                   | (1.1  | )            | 0.5 
|               |                       
|               | Economic Revisions     |                    |      |                    |     |                    |     |                 | 120.2   |                     | 0.8   |              | 0.1 
|               |                       
|               | Production(1)          |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | At December, 31, 2012  |                    |      |                    |     |                    | 4.5  |                 | 1,073.3 |                     | 15.5  |              | 9.6 
|               |                       
|North Sea      |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|               |                       
|               | At December, 31, 2011  |                    | 228.2 |                    |     |                    |     |                 |        |                     | 209.4 |              | 5.2 
|               |                       
|               | Discoveries            |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Additions & Extensions |                    | (34.3 | )                  |     |                    |     |                 |        |                     | (84.9 | )            | 0.4 
|               |                       
|               | Acquisitions           |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Divestment             |                    | (87.8 | )                  |     |                    |     |                 |        |                     | (28.5 | )            | (0.8
|               |                       
|               | Technical Revisions    |                    | (4.3  | )                  |     |                    |     |                 |        |                     | (18.3 | )            | (1.1
|               |                       
|               | Economic Revisions     |                    | 6.3   |                    |     |                    |     |                 |        |                     | (0.5  | )            |    
|               |                       
|               | Production(1)          |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | At December, 31, 2012  |                    | 108.1 |                    |     |                    |     |                 |        |                     | 77.2  |              | 3.7 
|               |                       
|Southeast Asia |                        |                    |       |                    |      |                    |      |                 |         |                     |       |              |     
|               |                       
|               | At December, 31, 2011  |                    | 50.0  |                    |     |                    |     |                 |        |                     | 737.8 |              | 11.4
|               |                       
|               | Discoveries            |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | Additions & Extensions |                    | 0.2   |                    |     |                    |     |                 |        |                     | (38.8 | )            | (1.0
|               |                       
|               | Acquisitions           |                    | 8.1   |                    |     |                    |     |                 |        |                     | 9.3   |              |    
|               |                       
|               | Divestment             |                    | (0.4  | )                  |     |                    |     |                 |        |                     | (1.8  | )            |    
|               |                       
|               | Technical Revisions    |                    | (11.1 | )                  |     |                    |     |                 |        |                     | 2.5   |              | (3.4
|               |                       
|               | Economic Revisions     |                    | 2.9   |                    |     |                    |     |                 |        |                     | 25.3  |              | 0.3 
|               |                       
|               | Production(1)          |                    |      |                    |     |                    |     |                 |        |                     |      |              |    
|               |                       
|               | At December, 31, 2012  |                    | 49.7  |                    |     |                    |     |                 |        |                     | 734.3 |              | 7.3 
|               |                       

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       51

---



|Latin America |                        |  |       |   |      |   |      |   |         |  |         |   |     
|------------- | ---------------------- |  | ----- | - | ---- | - | ---- | - | ------- |  | ------- | - | ----
|              |                       
|              | At December, 31, 2011  |  | 31.3  |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Discoveries            |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Additions & Extensions |  | (23.8 | ) | 0.2  |   |     |   |        |  |        |   |    
|              |                       
|              | Acquisitions           |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Divestment             |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Technical Revisions    |  | (0.1  | ) |     |   |     |   |        |  |        |   |    
|              |                       
|              | Economic Revisions     |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Production(1)          |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | At December, 31, 2012  |  | 7.4   |   | 0.2  |   |     |   |        |  |        |   |    
|              |                       
|Other         |                        |  |       |   |      |   |      |   |         |  |         |   |     
|              |                       
|              | At December, 31, 2011  |  | 11.5  |   |     |   |     |   |        |  |        |   | 0.2 
|              |                       
|              | Discoveries            |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Additions & Extensions |  | 0.8   |   |     |   |     |   |        |  |        |   | 0.1 
|              |                       
|              | Acquisitions           |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Divestment             |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Technical Revisions    |  | 0.1   |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Economic Revisions     |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Production(1)          |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | At December, 31, 2012  |  | 12.4  |   |     |   |     |   |        |  |        |   | 0.3 
|              |                       
|Total         |                        |  |       |   |      |   |      |   |         |  |         |   |     
|              |                       
|              | At December, 31, 2011  |  | 323.6 |   | 7.4  |   | 1.0  |   | 874.8   |  | 1,385.4 |   | 26.3
|              |                       
|              | Discoveries            |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | Additions & Extensions |  | (57.0 | ) | 0.4  |   | 4.1  |   | 222.7   |  | (142.7  | ) | 7.8 
|              |                       
|              | Acquisitions           |  | 8.1   |   |     |   |     |   |        |  | 9.3     |   |    
|              |                       
|              | Divestment             |  | (90.0 | ) | (2.8 | ) |     |   |        |  | (59.7   | ) | (1.2
|              |                       
|              | Technical Revisions    |  | (15.7 | ) | (2.0 | ) | (0.6 | ) | 5.0     |  | (43.5   | ) | (0.1
|              |                       
|              | Economic Revisions     |  | 9.3   |   | 1.5  |   |     |   | 115.4   |  | 23.5    |   | 0.5 
|              |                       
|              | Production(1)          |  |      |   |     |   |     |   |        |  |        |   |    
|              |                       
|              | At December, 31, 2012  |  | 178.3 |   | 4.5  |   | 4.5  |   | 1,217.9 |  | 1,172.3 |   | 33.3
|              |                       

52TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Continuity of Gross Proved Plus Probable Reserves

|               |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|-------------- | ---------------------- | ------------------ | ------ | ------------------ | ----- | ------------------ | ---- | --------------- | ------- | ------------------- | ------- | ------------ | ----
|               |                       
|               |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|               |                        | Light Oil
(mmbbls) |        | Heavy Oil
(mmbbls) |       | Shale Oil
(mmbbls) |      | Shale Gas
(bcf) |         | Non-Shale
Gas (bcf) |         | NGL
(mmbbls) |     
|               |                       
|Canada         |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 12.0   |                    | 53.1  |                    |     |                 | 461.1   |                     | 1,477.9 |              | 23.5
|               |                       
|               | Discoveries            |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | 1.1    |                    | 0.6   |                    | 0.2  |                 | 103.7   |                     | (39.6   | )            | 13.8
|               |                       
|               | Acquisitions           |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    | (7.2   | )                  | (11.0 | )                  |     |                 |        |                     | (134.3  | )            | (2.1
|               |                       
|               | Technical Revisions    |                    | (0.6   | )                  | 1.3   |                    |     |                 | 50.1    |                     | (65.1   | )            | 6.7 
|               |                       
|               | Economic Revisions     |                    | (0.1   | )                  | (0.2  | )                  |     |                 | (16.2   | )                   | (9.8    | )            | 0.1 
|               |                       
|               | Production(1)          |                    | (0.7   | )                  | (4.5  | )                  |     |                 | (26.7   | )                   | (125.0  | )            | (1.6
|               |                       
|               | At December, 31, 2012  |                    | 4.5    |                    | 39.3  |                    | 0.2  |                 | 572.0   |                     | 1,104.1 |              | 40.4
|               |                       
|United States  |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    |       |                    |      |                    | 7.4  |                 | 3,090.6 |                     | 67.0    |              | 20.1
|               |                       
|               | Discoveries            |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    |       |                    |      |                    | 7.9  |                 | (443.8  | )                   |        |              | 16.8
|               |                       
|               | Acquisitions           |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Technical Revisions    |                    |       |                    |      |                    | (3.1 | )               | 57.2    |                     | (8.2    | )            | 0.7 
|               |                       
|               | Economic Revisions     |                    |       |                    |      |                    | 0.2  |                 | 126.0   |                     | (0.3    | )            | 0.2 
|               |                       
|               | Production(1)          |                    |       |                    |      |                    | (0.4 | )               | (200.7  | )                   | (9.0    | )            | (2.9
|               |                       
|               | At December, 31, 2012  |                    |       |                    |      |                    | 12.0 |                 | 2,629.3 |                     | 49.5    |              | 34.9
|               |                       
|North Sea      |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 502.6  |                    |      |                    |     |                 |        |                     | 293.3   |              | 10.9
|               |                       
|               | Discoveries            |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | (52.2  | )                  |      |                    |     |                 |        |                     | (34.6   | )            | 1.6 
|               |                       
|               | Acquisitions           |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Divestment             |                    | (197.3 | )                  |      |                    |     |                 |        |                     | (48.9   | )            | (1.9
|               |                       
|               | Technical Revisions    |                    | (9.9   | )                  |      |                    |     |                 |        |                     | (56.2   | )            | (2.5
|               |                       
|               | Economic Revisions     |                    | (11.9  | )                  |      |                    |     |                 |        |                     | (0.5    | )            | (0.2
|               |                       
|               | Production(1)          |                    | (25.7  | )                  |      |                    |     |                 |        |                     | (11.5   | )            | (0.6
|               |                       
|               | At December, 31, 2012  |                    | 205.6  |                    |      |                    |     |                 |        |                     | 141.6   |              | 7.3 
|               |                       
|Southeast Asia |                        |                    |        |                    |       |                    |      |                 |         |                     |         |              |     
|               |                       
|               | At December, 31, 2011  |                    | 98.7   |                    |      |                    |     |                 |        |                     | 2,694.0 |              | 38.1
|               |                       
|               | Discoveries            |                    |       |                    |      |                    |     |                 |        |                     |        |              |    
|               |                       
|               | Additions & Extensions |                    | 3.0    |                    |      |                    |     |                 |        |                     | (36.7   | )            | (1.7
|               |                       
|               | Acquisitions           |                    | 10.1   |                    |      |                    |     |                 |        |                     | 11.9    |              |    
|               |                       
|               | Divestment             |                    | (2.1   | )                  |      |                    |     |                 |        |                     | (11.7   | )            |    
|               |                       
|               | Technical Revisions    |                    | (11.2  | )                  |      |                    |     |                 |        |                     | (2.3    | )            | (1.5
|               |                       
|               | Economic Revisions     |                    | 5.0    |                    |      |                    |     |                 |        |                     | 27.1    |              | 0.3 
|               |                       
|               | Production(1)          |                    | (12.4  | )                  |      |                    |     |                 |        |                     | (192.4  | )            | (2.6
|               |                       
|               | At December, 31, 2012  |                    | 91.1   |                    |      |                    |     |                 |        |                     | 2,489.9 |              | 32.6
|               |                       

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       53

---



|Latin America |                        |  |        |   |       |   |      |   |         |   |         |   |      
|------------- | ---------------------- |  | ------ | - | ----- | - | ---- | - | ------- | - | ------- | - | -----
|              |                       
|              | At December, 31, 2011  |  | 46.4   |   |      |   |     |   |        |   | 104.4   |   | 0.8  
|              |                       
|              | Discoveries            |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Additions & Extensions |  | (20.1  | ) | 0.4   |   |     |   |        |   | (5.3    | ) | 0.9  
|              |                       
|              | Acquisitions           |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Divestment             |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Technical Revisions    |  | 0.1    |   |      |   |     |   |        |   | (0.1    | ) |     
|              |                       
|              | Economic Revisions     |  | (0.1   | ) |      |   |     |   |        |   | (1.9    | ) |     
|              |                       
|              | Production(1)          |  | (3.7   | ) | (0.1  | ) |     |   |        |   | (14.4   | ) | (0.2 
|              |                       
|              | At December, 31, 2012  |  | 22.6   |   | 0.3   |   |     |   |        |   | 82.7    |   | 1.5  
|              |                       
|Other         |                        |  |        |   |       |   |      |   |         |   |         |   |      
|              |                       
|              | At December, 31, 2011  |  | 41.4   |   |      |   |     |   |        |   |        |   | 2.5  
|              |                       
|              | Discoveries            |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Additions & Extensions |  | (0.4   | ) |      |   |     |   |        |   |        |   | 0.1  
|              |                       
|              | Acquisitions           |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Divestment             |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Technical Revisions    |  | (0.1   | ) |      |   |     |   |        |   |        |   |     
|              |                       
|              | Economic Revisions     |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Production(1)          |  | (4.3   | ) |      |   |     |   |        |   |        |   |     
|              |                       
|              | At December, 31, 2012  |  | 36.6   |   |      |   |     |   |        |   |        |   | 2.6  
|              |                       
|Total         |                        |  |        |   |       |   |      |   |         |   |         |   |      
|              |                       
|              | At December, 31, 2011  |  | 701.1  |   | 53.1  |   | 7.4  |   | 3,551.7 |   | 4,636.6 |   | 95.9 
|              |                       
|              | Discoveries            |  |       |   |      |   |     |   |        |   |        |   |     
|              |                       
|              | Additions & Extensions |  | (68.6  | ) | 1.0   |   | 8.1  |   | (340.1  | ) | (116.2  | ) | 31.5 
|              |                       
|              | Acquisitions           |  | 10.1   |   |      |   |     |   |        |   | 11.9    |   |     
|              |                       
|              | Divestment             |  | (206.6 | ) | (11.0 | ) |     |   |        |   | (194.9  | ) | (4.0 
|              |                       
|              | Technical Revisions    |  | (21.7  | ) | 1.3   |   | (3.1 | ) | 107.3   |   | (131.9  | ) | 3.4  
|              |                       
|              | Economic Revisions     |  | (7.1   | ) | (0.2  | ) | 0.2  |   | 109.8   |   | 14.6    |   | 0.4  
|              |                       
|              | Production(1)          |  | (46.8  | ) | (4.6  | ) | (0.4 | ) | (227.4  | ) | (352.3  | ) | (7.9 
|              |                       
|              | At December, 31, 2012  |  | 360.4  |   | 39.6  |   | 12.2 |   | 3,201.3 |   | 3,867.8 |   | 119.3
|              |                       

At the end of 2012, Talisman's proved plus probable reserves totalled 1.7 billion boe. The Company added (discoveries, extensions, and additions plus
other revisions) approximately 31 million boe of proved plus probable reserves (18 million boe proved) in the liquids-rich Eagle Ford shale play, 26 million boe proved
plus probable reserves (19 million boe proved) in the Montney shale, 11 million boe proved plus probable reserves (five million boe proved) in Wild River, Canada, and seven million boe
proved plus probable (nil proved) reserves in Corridor, Indonesia.

In
the Marcellus dry gas shale play, capital spending has been reduced significantly, which led to negative reserve additions (discoveries, extensions, and additions plus other revisions) of
approximately 38 million boe of proved plus probable reserves (91 million boe proved). These negative additions reflect uncertainty in the timing of development, not technical certainty.

In
the North Sea, development of the Auk South and Yme projects have been deferred, resulting in negative additions (discoveries, extensions, and additions plus other revisions) of approximately
56 million boe of proved plus probable reserves (44 million boe proved). The negative additions in the North Sea also primarily reflect uncertainty in the timing of development, not
technical certainty.

As
part of the decision to focus the portfolio, Talisman announced it will exit Peru, with a reduction of approximately 21 million boe of proved plus probable (nil proved) reserves.

54TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Undeveloped Reserves

The following tables set forth, by product type, the volumes of gross proved undeveloped reserves and gross probable undeveloped reserves that were
first attributed as reserves in years 2010 to 2012. The tables do not include volumes of proved undeveloped and probable undeveloped reserves first attributed in years prior to 2010 because such
information is not available to the Company.

Proved Undeveloped Reserves

|        |  |                    |                    |                    |                 |                             |                             
|------- |  | ------------------ | ------------------ | ------------------ | --------------- | --------------------------- | ----------------------------
|       
|        |  |                    |                    |                    |                 |                             |                             
|Year(1) |  | Light Oil
(mmbbls) | Heavy Oil
(mmbbls) | Shale Oil
(mmbbls) | Shale Gas
(bcf) | Non-Shale
Natural Gas
(bcf) | Natural Gas
Liquids
(mmbbls)
|       
|2010    |  | 15.5               | 1.2                |                   | 733.0           | 188.7                       | 10.1                        
|       
|2011    |  | 31.5               |                   | 5.5                | 843.6           | 125.4                       | 8.9                         
|       
|2012    |  | 11.4               |                   | 3.7                | 206.5           | 54.0                        | 10.2                        
|       

Proved undeveloped reserves are those reserves that can be estimated with a high degree of certainty to be recoverable and are expected to be recovered from
known accumulations where a significant expenditure (for example, when compared to the cost of drilling a well) is required to render them capable of production. Talisman's proved undeveloped
reserves were 365 mmboe as at December 31, 2012, which is 33% of Talisman's proved reserves. Talisman plans to develop these reserves over the next five years.

Probable Undeveloped Reserves

|        |  |                    |                    |                    |                 |                             |                             
|------- |  | ------------------ | ------------------ | ------------------ | --------------- | --------------------------- | ----------------------------
|       
|        |  |                    |                    |                    |                 |                             |                             
|Year(1) |  | Light Oil
(mmbbls) | Heavy Oil
(mmbbls) | Shale Oil
(mmbbls) | Shale Gas
(bcf) | Non-Shale
Natural Gas
(bcf) | Natural Gas
Liquids
(mmbbls)
|       
|2010    |  | 22.6               | 0.5                |                   | 513.1           | 155.4                       | 6.9                         
|       
|2011    |  | 46.5               |                   | 0.9                | 319.9           | 28.0                        | 2.4                         
|       
|2012    |  | 5.4                |                   | 0.7                | 44.3            | 11.2                        | 2.1                         
|       

Probable undeveloped reserves are those additional reserves that are less certain to be recovered than proved reserves and are expected to be recovered from
known accumulations where a significant expenditure is required to render them capable of production. Talisman's probable undeveloped reserves are 417 mmboe as at December 31, 2012.
Talisman plans to develop over 85% of its probable undeveloped reserves in five years.

Future Development Costs(1)

The following tables set forth the development costs ($ millions) deducted in the estimation of future net revenue.

|                   
|-------------------
|                   
|                   
|Year               
|                   
|2013               
|                   
|2014               
|                   
|2015               
|                   
|2016               
|                   
|2017               
|                   
|Remainder          
|                   
|Total: Undiscounted
|                   

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       55

---



|
|

|                   
|-------------------
|                   
|                   
|Year               
|                   
|2013               
|                   
|2014               
|                   
|2015               
|                   
|2016               
|                   
|2017               
|                   
|Remainder          
|                   
|Total: Undiscounted
|                   

Talisman expects to fund future development from internally generated cash flow, existing cash balances, debt financing and the proceeds of farm-out
arrangements. The only costs of funding future development is the interest associated with debt financing. The interest associated with debt financing is not included in the reserves and future
revenue estimates and would reduce reserves and future net revenue to some degree depending on the funding source utilized. Talisman does not expect that interest or other funding costs would make the
development of any property uneconomic.

Pricing Assumptions

The pricing assumptions used in the preparation of the estimates of reserves and related future net revenue based on forecast prices and costs are
set forth below. By 2015, oil prices are assuming a long-term estimate of $95/bbl Brent crude oil in real 2013 dollars, and, by 2017, gas prices are assuming a long-term
estimate of $5.00/mmbtu Nymex in real 2013 dollars.

|          
|----------
|          
|          
|Year      
|          
|2013      
|          
|2014      
|          
|2015      
|          
|2016      
|          
|2017      
|          
|Thereafter
|          

Weighted average historical prices for the year ended December 31, 2012 were $110.51/bbl for light oil, $70.24/bbl for heavy oil, $4.05/mcf for shale
gas, $6.25/mcf for natural gas and $68.25/bbl for natural gas liquids.

56TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Definitions

Developed Reservesare those reserves that are expected to be recovered from existing wells and
installed facilities or, if facilities have not been installed, that would involve a low expenditure (for example, when compared to the cost of drilling a well) to put the reserves
on production.

Developed Non-Producing Reservesare those reserves that either have not been on production, or have previously been on production but are
shut-in, and the date of resumption of production is unknown.

Developed Producing Reservesare those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These
reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

Gross Reservesare Talisman's working interest (operating or non-operating) share before deduction of royalties and without including any
royalty interests of Talisman. The exclusion of royalty interest volumes in gross reserves does not conform to SEC standards.

Heavy Oilis oil that qualifies for royalties specific to heavy oil, in a jurisdiction that has a royalty regime specific to heavy oil; or is oil with a
density between 10 to 22.3 degrees API (as that term is defined by the American Petroleum Institute), in a jurisdiction that has no royalty regime specific to heavy oil.

Light Oilis a mixture consisting mainly of pentanes and heavier hydrocarbons that exist in the liquid phase in reservoirs and remains liquid at
atmospheric pressure and temperature. Light Oil may contain small amounts of sulphur and other non-hydrocarbons but does not include liquids obtained from the processing of
natural gas.

Natural Gas Liquidsare those hydrocarbon components that can be recovered from natural gas as liquids, including, but not limited to, ethane, propane,
butanes, pentanes plus, condensate and small quantities of non-hydrocarbons.

Net Reservesare Talisman's working interest (operating or non-operating) share after deduction of royalty obligations, plus Talisman's
royalty interests in reserves.

Non-Shale Natural Gasis a mixture of lighter hydrocarbons that exist either in the gaseous phase or in solution in light oil in reservoirs
but are gaseous at atmospheric conditions, but which excludes shale. Natural gas may contain sulphur or other non-hydrocarbon compounds.

Probable Reservesare those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual
remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

Proved Reservesare those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining
quantities recovered will exceed the estimated proved reserves.

Shale Gasis derived from shales and similar low permeability formations and are typically developed with horizontal drilling and multi-stage fracture
stimulations. It is a mixture of lighter hydrocarbons that exist either in the gaseous phase or in solution in shale oil in reservoirs but are gaseous at atmospheric conditions. Shale gas may contain
sulphur or other non-hydrocarbon compounds. In this annual information form, reserves reported under the Shale Gas product type include reserves in the Marcellus, Montney, Eagle Ford and
Duvernay plays.

Shale Oilis derived from shale and is a mixture consisting mainly of pentanes and heavier hydrocarbons that exist in the liquid phase in reservoirs and
remains liquid at atmospheric pressure and temperature. Shale Oil may contain small amounts of sulphur and other non-hydrocarbons but does not include liquids obtained from the processing
of natural gas.

Undeveloped Reservesare those reserves expected to be recovered from known accumulations where a significant expenditure (for example, when
compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which
they are assigned.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       57

---



Wells

The following table sets forth the number of Talisman's producing and non-producing wells as at December 31, 2012.

|                             |  |           |  |                   |  |           |  |                  |  |          |  |         |  |          |  |       
|---------------------------- |  | --------- |  | ----------------- |  | --------- |  | ---------------- |  | -------- |  | ------- |  | -------- |  | ------
|                            
|                             |  |           |  |                   |  |           |  |                  |  |          |  |         |  |          |  |       
|                             |  | Oil Wells |  | Natural Gas Wells
|                             |  | Producing |  | Non-Producing(1)  |  | Producing |  | Non-Producing(1)
|Year ended December 31, 2012 |  | Gross(2)  |  | Net(2)            |  | Gross(2)  |  | Net(2)           |  | Gross(2) |  | Net(2)  |  | Gross(2) |  | Net(2)
|                            
|Alberta                      |  | 1,077     |  | 958.2             |  | 225       |  | 191.0            |  | 1,340    |  | 867.6   |  | 259      |  | 169.5 
|                            
|British Columbia             |  |          |  |                  |  |          |  |                 |  | 143      |  | 74.0    |  | 93       |  | 53.1  
|                            
|Saskatchewan                 |  | 38        |  | 38.0              |  | 5         |  | 4.5              |  | 11       |  | 9.0     |  | 19       |  | 15.7  
|                            
|Quebec                       |  |           |  |                   |  |          |  |                 |  |          |  |         |  | 11       |  | 8.6   
|                            
|Northwest Territories        |  |          |  |                  |  |          |  |                 |  | 3        |  |        |  | 9        |  |      
|                            
|Yukon                        |  |          |  |                  |  |          |  |                 |  | 1        |  |        |  |         |  |      
|                            
|Total Canada                 |  | 1,115     |  | 996.2             |  | 230       |  | 195.5            |  | 1,498    |  | 950.6   |  | 391      |  | 246.9 
|                            
|Texas                        |  | 19        |  | 7.6               |  | 50        |  | 22.4             |  | 180      |  | 72.9    |  | 56       |  | 20.9  
|                            
|New York                     |  |          |  |                  |  |          |  |                 |  | 6        |  | 4.5     |  | 108      |  | 91.4  
|                            
|Pennsylvania                 |  |          |  |                  |  |          |  |                 |  | 326      |  | 292.1   |  | 112      |  | 89.2  
|                            
|Utah                         |  |           |  |                   |  |          |  |                 |  |          |  |         |  | 1        |  | 0.9   
|                            
|Total United States          |  | 19        |  | 7.6               |  | 50        |  | 22.4             |  | 512      |  | 369.5   |  | 277      |  | 202.4 
|                            
|United Kingdom(3)            |  | 164       |  | 45.2              |  | 176       |  | 52.2             |  |         |  |        |  | 2        |  | 0.5   
|                            
|Norway                       |  | 55        |  | 21.0              |  | 26        |  | 12.4             |  | 7        |  | 2.1     |  | 4        |  | 0.7   
|                            
|Indonesia                    |  | 472       |  | 68.8              |  | 490       |  | 72.1             |  | 53       |  | 12.0    |  | 38       |  | 8.9   
|                            
|Malaysia                     |  | 78        |  | 35.2              |  | 16        |  | 7.7              |  | 32       |  | 13.2    |  | 8        |  | 3.3   
|                            
|Australia/Timor-Leste        |  | 7         |  | 2.2               |  | 9         |  | 2.9              |  |         |  |        |  |         |  |      
|                            
|Vietnam                      |  | 26        |  | 3.2               |  | 1         |  | 0.6              |  |         |  |        |  |         |  |      
|                            
|Papua New Guinea             |  |           |  |                   |  |          |  |                 |  |          |  |         |  | 9        |  | 4.2   
|                            
|Colombia(4)                  |  | 44        |  | 6.7               |  | 26        |  | 3.2              |  |         |  |        |  |         |  |      
|                            
|Algeria                      |  | 51        |  | 5.6               |  | 71        |  | 7.3              |  | 1        |  | 0.4     |  | 2        |  | 0.7   
|                            
|Total                        |  | 2,031     |  | 1,191.7           |  | 1,095     |  | 376.3            |  | 2,103    |  | 1,347.8 |  | 731      |  | 467.6 
|                            

For further information, please refer to the "Description of the Business" section of this Annual
Information Form.

Properties with no Attributed Reserves

The following table sets out Talisman's land holdings with no attributed reserves at December 31, 2012:

|                             |  |                                                            |  |         
|---------------------------- |  | ---------------------------------------------------------- |  | --------
|                            
|                             |  |                                                            |  |         
|                             |  | Properties with no Attributed Reserves
(thousand acres)(1)
|Year ended December 31, 2012 |  | Gross                                                      |  | Net     
|                            
|Canada                       |  | 7,512.7                                                    |  | 4,687.9 
|                            
|United States                |  | 717.2                                                      |  | 592.8   
|                            
|North Sea(2)                 |  | 2,187.2                                                    |  | 843.6   
|                            
|Southeast Asia(3)            |  | 33,312.4                                                   |  | 13,708.8
|                            
|Latin America(4)             |  | 18,650.7                                                   |  | 7,992.3 
|                            
|Other(5)                     |  | 1,367.0                                                    |  | 461.6   
|                            
|Total                        |  | 63,747.2                                                   |  | 28,287.0
|                            

58TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Work commitments, categorized as seismic acquisition, geophysical studies or well commitments (land and/or licence commitments), exist in all of Talisman's
geographic areas except Canada and the United States where there are no comparable work commitments for any of the lands held. In Canada and the United States, the Company's ultimate
ability to retain land typically requires drilling activity and/or proof of productivity. In other regions in which the Company operates, the result of not fulfilling a land or licence commitment
could result in the loss of a title document or imposition of a penalty. During 2013-2017, Talisman's total work commitments are estimated to be $361 million.

The
estimated net acres of properties with no attributable reserves that are expected to expire in 2013 are as follows: Canada  115,000,
United States  119,000, Australia  56,952, Colombia (excluding
Equión)  54,681, Colombia (including Equión)  152,875,
Indonesia  364,920, Norway  71,181, Peru  870,896, Papua
New Guinea  995,105.

Forward Contracts

Future commitments to buy, sell, exchange, process and transport oil or gas of the Company are described under note 23 entitled
"Contingencies and Commitments" in the audited Consolidated Financial Statements of the Company for the year ended December 31, 2012, which is
incorporated herein by reference.

Abandonment And Reclamation Costs

In estimating abandonment and reclamation costs, management develops a number of possible abandonment scenarios to which probabilities are assigned
based on management's reasonable judgment. Estimates of abandonment costs are subject to uncertainty associated with the method, timing and extent of future retirement activities. As at
December 31, 2012, Talisman's estimated total future abandonment and reclamation costs, net of estimated salvage value, was $1.5 billion discounted at 10% ($4.1 billion
undiscounted at current prices). Of this amount, the abandonment and reclamation costs expected to be incurred which are not deducted in estimating the total proved plus probable future net revenue at
forecast prices and costs amounted to $325 million discounted at 10% ($530 million undiscounted at current prices). Talisman expects to incur abandonment and reclamation costs in respect
of 3,765 net wells. Talisman expects to pay approximately $209 million of total abandonment and reclamation costs in the next three financial years, in total.

Costs Incurred

The following table summarizes the capital expenditures made by Talisman on oil and natural gas properties for the year ended
December 31, 2012.

|               |  |                                         |  |                     |  |                                |  |                               
|-------------- |  | --------------------------------------- |  | ------------------- |  | ------------------------------ |  | ------------------------------
|              
|               |  |                                         |  |                     |  |                                |  |                               
|               |  | Property Acquisition Costs
($ Millions) |  |                     |  |                               
|               |  | Proved
Properties                       |  | Unproved
Properties |  | Exploration
Costs
($ Millions) |  | Development
Costs
($ Millions)
|              
|Canada         |  |                                        |  | 7                   |  | 191                            |  | 324                           
|              
|United States  |  | 2                                       |  | 37                  |  | 11                             |  | 1,097                         
|              
|UK             |  |                                        |  |                    |  | 53                             |  | 608                           
|              
|Scandinavia    |  |                                        |  |                    |  | 79                             |  | 502                           
|              
|Southeast Asia |  | 19                                      |  | 91                  |  | 149                            |  | 367                           
|              
|Other(1)       |  |                                        |  | 66                  |  | 351                            |  | 105                           
|              
|Total          |  | 21                                      |  | 201                 |  | 834                            |  | 3,003                         
|              

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       59

---



Exploration and Development Activities

For a description of Talisman's most important current and likely exploration and development activities, please refer to the "Description of the
Business" section of this Annual Information Form. The following tables set forth the number of wells completed in the year ended December 31, 2012:

|                            
|----------------------------
|                            
|                            
|Year ended December 31, 2012
|                            
|Canada                      
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|United States               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|North Sea(1)                
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Southeast Asia(2)           
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Latin America(3)            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Other(4)                    
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            

60TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Production Estimates

The following table sets forth the volume of working interest production, before royalties, estimated for 2013, which is reflected in the estimate of
future net revenue disclosed in the tables of reserves information in respect of gross proved and probable reserves:

|                  |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|----------------- | -------------------------- | ----------------- | -------- | ----------------- | ------- | ----------------- | ------- | ----------------- | --------- | ----------------------------- | --------- | ---------------------------
|                 
|                  |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                  |                            | Product          
|                  |                            | Light Oil
(mbbls) |          | Heavy Oil
(mbbls) |         | Shale Oil
(mbbls) |         | Shale Gas
(mmscf) |           | Non-Shale
Natural Gas
(mmscf) |           | Natural Gas
Liquids
(mbbls)
|                 
|Canada            |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 523.9    |                   | 3,252.6 |                   | 40.7    |                   | 25,714.7  |                               | 98,398.7  |                            
|                 
|                  | Total Probable             |                   | 6.7      |                   | 152.2   |                   |        |                   | 402.5     |                               | 6,110.7   |                            
|                 
|                  | Total Proved Plus Probable |                   | 530.6    |                   | 3,404.8 |                   | 40.7    |                   | 26,117.2  |                               | 104,509.5 |                            
|                 
|United States     |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   |         |                   |        |                   | 1,198.9 |                   | 173,056.1 |                               | 6,586.8   |                            
|                 
|                  | Total Probable             |                   |         |                   |        |                   | 929.4   |                   | 2,303.8   |                               | 120.0     |                            
|                 
|                  | Total Proved Plus Probable |                   |         |                   |        |                   | 2,128.3 |                   | 175,359.9 |                               | 6,706.8   |                            
|                 
|North Sea(1)      |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 12,590.2 |                   |        |                   |        |                   |          |                               | 3,901.4   |                            
|                 
|                  | Total Probable             |                   | 3,769.4  |                   |        |                   |        |                   |          |                               | 3,296.0   |                            
|                 
|                  | Total Proved Plus Probable |                   | 16,359.6 |                   |        |                   |        |                   |          |                               | 7,197.4   |                            
|                 
|Southeast Asia(2) |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 11,041.6 |                   |        |                   |        |                   |          |                               | 191,523.3 |                            
|                 
|                  | Total Probable             |                   | 1,652.8  |                   |        |                   |        |                   |          |                               | 4,147.6   |                            
|                 
|                  | Total Proved Plus Probable |                   | 12,694.4 |                   |        |                   |         |                   |          |                               | 195,670.9 |                            
|                 
|Latin America(3)  |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 3,367.2  |                   |        |                   |        |                   |          |                               | 15,109.2  |                            
|                 
|                  | Total Probable             |                   | 485.0    |                   |        |                   |        |                   |          |                               |          |                            
|                 
|                  | Total Proved Plus Probable |                   | 3,852.2  |                   |        |                   |        |                   |          |                               | 15,109.2  |                            
|                 
|Other(4)          |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 4,614.0  |                   |        |                   |        |                   |          |                               |          |                            
|                 
|                  | Total Probable             |                   | 380.5    |                   |        |                   |        |                   |          |                               |          |                            
|                 
|                  | Total Proved Plus Probable |                   | 4,994.5  |                   |        |                   |        |                   |          |                               |          |                            
|                 
|Total             |                            |                   |          |                   |         |                   |         |                   |           |                               |           |                            
|                 
|                  | Total Proved               |                   | 32,136.9 |                   | 3,252.6 |                   | 1,239.7 |                   | 198,770.8 |                               | 315,519.4 |                            
|                 
|                  | Total Probable             |                   | 6,294.3  |                   | 152.2   |                   | 929.4   |                   | 2,706.3   |                               | 13,674.4  |                            
|                 
|                  | Total Proved Plus Probable |                   | 38,431.2 |                   | 3,404.8 |                   | 2,169.1 |                   | 201,477.1 |                               | 329,193.8 |                            
|                 

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       61

---



Production History

Average Daily Production and Netback Information

The following table sets forth certain information in respect of production, product prices received, royalties, production costs and netbacks
received by Talisman for each quarter in 2012 and the total for 2012:

|              |                            
|------------- | ---------------------------
|              |                            
|              |                            
|              |                            
|              |                            
|Canada        |                            
|              |                            
|              | Average Daily Production   
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              | Average Net Prices Received
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              | Royalties                  
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              | Production Costs           
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              | Netback Received           
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|United States |                            
|              |                            
|              | Average Daily Production   
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              | Average Net Prices Received
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            
|              |                            

62TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|      
|------
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|UK(2) 
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|      
|      
|      
|      
|Norway
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      
|      

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       63

---



|              
|--------------
|              
|              
|              
|              
|              
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|Southeast Asia
|              
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|              
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|              

64TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|                
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|                
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|Latin America(3)
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TALISMAN ENERGYANNUAL INFORMATION FORM 2012       65

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|     

66TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



REPORT ON NI 51-101 RESERVES DATA BY TALISMAN'S INTERNAL
QUALIFIED RESERVES EVALUATOR

To the Board of Directors of Talisman Energy Inc. (the "Company"):



|                    
|--------------------
|                    
|Location of Reserves
|                    
|Canada              
|                    
|US                  
|                    
|North Sea           
|                    
|Southeast Asia      
|                    
|Latin America       
|                    
|Other               
|                    
|Total Company       
|                    

(signed)

Bruce
Dingeman
Internal Qualified Reserves Evaluator
Talisman Energy Inc.
Calgary, Alberta
February 28, 2013

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       67

---



REPORT OF MANAGEMENT AND DIRECTORS ON NI 51-101 RESERVES
DATA AND OTHER INFORMATION

Management of Talisman Energy Inc. (the "Company") is responsible for the preparation and disclosure of information
with respect to the Company's oil and gas activities in accordance with securities regulatory requirements. This
information includes reserves data which are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2012, estimated using forecast prices and
costs, prepared in accordance with the requirements of National Instrument 51-101Standards of Disclosure for Oil and Gas Activities("NI 51-101") of the Canadian Securities Administrators.

The
Company's reserves evaluation staff, including its Internal Qualified Reserves Evaluator who is an employee of the Company, have evaluated the Company's reserves data. The report of the Internal
Qualified Reserves Evaluator will be filed with securities regulatory authorities concurrently with this report.

The
Reserves Committee of the board of directors of the Company has:

The
Reserves Committee of the board of directors of the Company has reviewed the Company's procedures for assembling and reporting other information associated with oil and gas activities and has
reviewed that information with management. The board of directors has, on the recommendation of the Reserves Committee, approved:

Because
the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

|(signed)
Harold N. Kvisle
President and Chief Executive Officer
(signed)
Paul Smith
Executive Vice-President,
North America
(signed)
Paul Blakeley
Executive Vice-President,
Asia-Pacific
(signed)
Paul Warwick
Executive Vice-President,
Europe-Atlantic
(signed)
Richard Herbert
Executive Vice-President,
Exploration and Development |  | (signed)
Lisa A. Stewart
Director
(signed)
Charles R. Williamson
Director
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------

February 28, 2013

68TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



RESERVES DATA AND OTHER OIL AND GAS INFORMATION UNDER US DISCLOSURE STANDARDS

Reserves Estimates

Summary of Oil and Gas Reserves as of Fiscal Year-End Based on Average Fiscal
Year Prices

The following table sets forth Talisman's estimates of its proved developed, proved undeveloped and total proved reserves as at December 31,
2012. The reserves estimates included in this table were prepared using the standards of the US Securities and Exchange Commission ("SEC"), which requires that proved reserves be estimated using
existing economic conditions. The price used for calculating reserves is an unweighted arithmetic average of the historic first-day-of-the-month price
for each month within the completed 12-month period unless the prices are defined by contractual obligations (excluding escalations based on future conditions).

|                                    |                |                         |  |                           |  |                 |  |            |  |          |  |           
|----------------------------------- | -------------- | ----------------------- |  | ------------------------- |  | --------------- |  | ---------- |  | -------- |  | ----------
|                                   
|                                    |                |                         |  |                           |  |                 |  |            |  |          |  |           
|                                    |                | Proved
Developed(1),(2) |  | Proved
Undeveloped(1),(3) |  | Total
Proved(1)
|Year ended December 31, 2012        |                | Gross(4)                |  | Net(5),(6)                |  | Gross(4)        |  | Net(5),(6) |  | Gross(4) |  | Net(5),(6)
|                                   
|Oil and Natural Gas Liquids(mmbbls) |                |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    | North America  |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Canada                  |  | 62.3                      |  | 55.8            |  | 4.9        |  | 4.1      |  | 67.2      
|                                   
|                                    |                | United States           |  | 13.7                      |  | 10.3            |  | 19.0       |  | 14.4     |  | 32.7      
|                                   
|                                    | North Sea      |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | United Kingdom          |  | 84.4                      |  | 84.0            |  | 15.4       |  | 15.4     |  | 99.8      
|                                   
|                                    |                | Norway                  |  | 8.4                       |  | 8.4             |  | 6.1        |  | 6.1      |  | 14.5      
|                                   
|                                    | Southeast Asia |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Indonesia               |  | 16.0                      |  | 7.0             |  | 8.2        |  | 3.5      |  | 24.2      
|                                   
|                                    |                | Malaysia                |  | 17.2                      |  | 8.6             |  | 3.3        |  | 1.2      |  | 20.5      
|                                   
|                                    |                | Australia               |  | 7.6                       |  | 6.0             |  |           |  |         |  | 7.6       
|                                   
|                                    |                | Vietnam                 |  | 0.5                       |  | 0.4             |  | 13.3       |  | 11.0     |  | 13.8      
|                                   
|                                    | Latin America  |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Colombia                |  | 11.0                      |  | 8.8             |  | 5.8        |  | 4.7      |  | 16.8      
|                                   
|                                    |                | Peru                    |  |                          |  |                |  |           |  |         |  |          
|                                   
|                                    | Other          |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Algeria                 |  | 15.8                      |  | 7.6             |  | 10.7       |  | 5.3      |  | 26.5      
|                                   
|Total                               |                | 236.9                   |  | 196.9                     |  | 86.7            |  | 65.7       |  | 323.6    |  | 262.6     
|                                   
|Natural Gas(bcf)                    |                |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    | North America  |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Canada                  |  | 754.2                     |  | 712.3           |  | 313.5      |  | 310.0    |  | 1,067.7   
|                                   
|                                    |                | United States           |  | 997.3                     |  | 839.6           |  | 581.5      |  | 485.4    |  | 1,578.8   
|                                   
|                                    | North Sea      |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | United Kingdom(7)       |  | 8.2                       |  | 8.2             |  | 24.8       |  | 24.8     |  | 33.0      
|                                   
|                                    |                | Norway                  |  | 13.8                      |  | 13.8            |  | 19.3       |  | 19.3     |  | 33.1      
|                                   
|                                    | Southeast Asia |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Indonesia               |  | 809.8                     |  | 591.5           |  | 600.4      |  | 403.2    |  | 1,410.2   
|                                   
|                                    |                | Malaysia                |  | 214.0                     |  | 125.2           |  | 53.4       |  | 35.0     |  | 267.4     
|                                   
|                                    |                | Australia               |  |                          |  |                |  |           |  |         |  |          
|                                   
|                                    |                | Vietnam                 |  | 0.2                       |  | 0.1             |  | 9.0        |  | 8.3      |  | 9.2       
|                                   
|                                    | Latin America  |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Colombia(7)             |  | 82.7                      |  | 66.2            |  |           |  |         |  | 82.7      
|                                   
|                                    |                | Peru                    |  |                          |  |                |  |           |  |         |  |          
|                                   
|                                    | Other          |                         |  |                           |  |                 |  |            |  |          |  |           
|                                   
|                                    |                | Algeria                 |  |                          |  |                |  |           |  |         |  |          
|                                   
|Total                               |                | 2,880.2                 |  | 2,356.9                   |  | 1,601.9         |  | 1,286.0    |  | 4,482.1  |  | 3,642.9   
|                                   

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       69

---



Talisman does not file estimates of its total oil and gas reserves with any US agency or federal authority other than the SEC and the US Energy Information
Administration.

Reserves Reconciliations

The following tables reflect activities from assets that are classified as both continuing operations and, until disposed of, discontinued operations
for financial reporting purposes.

Continuity of Net Proved Reserves

|                                      |  |        |   |      |   |        |   |        |   |           |   |                      |   |               |   |       |   |        |  
|------------------------------------- |  | ------ | - | ---- | - | ------ | - | ------ | - | --------- | - | -------------------- | - | ------------- | - | ----- | - | ------ | -
|                                      | 
|                                      |  |        |   |      |   |        |   |        |   |           |   |                      |   |               |   |       |   |        |  
|                                      |  | Canada |   | US   |   | UK     |   | Norway |   | Indonesia |   | Other
Southeast
Asia |   | Latin
America |   | Other |   | Total  |  
|                                      | 
|Oil and Liquids(mmbbls)               |  |        |   |      |   |        |   |        |   |           |   |                      |   |               |   |       |   |        |  
|                                      | 
|Total Proved                          |  |        |   |      |   |        |   |        |   |           |   |                      |   |               |   |       |   |        |  
|                                      | 
|Proved reserves at December 31, 2009  |  | 89.4   |   |     |   | 266.1  |   | 55.9   |   | 12.7      |   | 28.6                 |   |              |   | 21.0  |   | 473.7  |  
|                                      | 
|Discoveries, additions and extensions |  | 4.7    |   | 2.5  |   | 6.8    |   | 9.7    |   | 1.4       |   | 2.5                  |   |              |   | 1.0   |   | 28.6   |  
|                                      | 
|Purchase of reserves                  |  |       |   | 0.9  |   |       |   |       |   | 1.5       |   |                     |   |              |   |      |   | 2.4    |  
|                                      | 
|Sale of reserves                      |  | (15.1  | ) | (0.2 | ) |       |   |       |   |          |   |                     |   |              |   | (0.5  | ) | (15.8  | )
|                                      | 
|Net revisions and transfers           |  | (2.4   | ) | 0.1  |   | 18.0   |   | 1.8    |   | (0.8      | ) | 0.6                  |   |              |   | (0.2  | ) | 17.1   |  
|                                      | 
|2010 Production                       |  | (6.6   | ) | (0.1 | ) | (27.0  | ) | (14.2  | ) | (2.0      | ) | (6.1                 | ) |              |   | (2.4  | ) | (58.4  | )
|                                      | 
|Proved reserves at December 31, 2010  |  | 70.0   |   | 3.2  |   | 263.9  |   | 53.2   |   | 12.8      |   | 25.6                 |   |              |   | 18.9  |   | 447.6  |  
|                                      | 
|Discoveries, additions and extensions |  | 2.1    |   | 13.7 |   | (4.1   | ) | 2.3    |   | 0.4       |   | 9.7                  |   |              |   | (0.9  | ) | 23.2   |  
|                                      | 
|Purchase of reserves                  |  |       |   | 0.6  |   |       |   |       |   |          |   |                     |   | 15.1          |   |      |   | 15.7   |  
|                                      | 
|Sale of reserves                      |  | (0.3   | ) |     |   |       |   |       |   |          |   |                     |   |              |   |      |   | (0.3   | )
|                                      | 
|Net revisions and transfers           |  | (3.5   | ) | 0.3  |   | 10.4   |   | 7.2    |   | 4.1       |   | 0.5                  |   |              |   | (0.1  | ) | 18.9   |  
|                                      | 
|2011 Production                       |  | (6.3   | ) | (0.5 | ) | (25.2  | ) | (10.0  | ) | (1.8      | ) | (5.5                 | ) | (2.3          | ) | (2.4  | ) | (54.0  | )
|                                      | 
|Proved reserves at December 31, 2011  |  | 62.0   |   | 17.3 |   | 245.0  |   | 52.7   |   | 15.5      |   | 30.3                 |   | 12.8          |   | 15.5  |   | 451.1  |  
|                                      | 
|Discoveries, additions and extensions |  | 10.3   |   | 11.4 |   | 9.4    |   | (26.2  | ) | 0.2       |   | 1.5                  |   | 3.9           |   | (0.9  | ) | 9.6    |  
|                                      | 
|Purchase of reserves                  |  |       |   |     |   |       |   |       |   |          |   | 1.1                  |   |              |   |      |   | 1.1    |  
|                                      | 
|Sale of reserves                      |  | (11.8  | ) |     |   | (114.5 | ) | (2.7   | ) | (1.1      | ) |                     |   |              |   |      |   | (130.1 | )
|                                      | 
|Net revisions and transfers           |  | 5.1    |   | (1.5 | ) | (21.6  | ) | (2.1   | ) | (2.0      | ) | 1.5                  |   | 0.1           |   | 0.2   |   | (20.3  | )
|                                      | 
|2012 Production(1)                    |  | (5.7   | ) | (2.5 | ) | (18.9  | ) | (7.2   | ) | (2.1      | ) | (7.2                 | ) | (3.3          | ) | (1.9  | ) | (48.8  | )
|                                      | 
|Proved reserves at December 31, 2012  |  | 59.9   |   | 24.7 |   | 99.4   |   | 14.5   |   | 10.5      |   | 27.2                 |   | 13.5          |   | 12.9  |   | 262.6  |  
|                                      | 
|Proved developed                      |  |        |   |      |   |        |   |        |   |           |   |                      |   |               |   |       |   |        |  
|                                      | 
|December 31, 2009                     |  | 82.1   |   |     |   | 196.0  |   | 26.1   |   | 11.0      |   | 21.2                 |   |              |   | 13.0  |   | 349.4  |  
|                                      | 
|December 31, 2010                     |  | 65.6   |   | 0.7  |   | 210.6  |   | 21.6   |   | 8.6       |   | 18.6                 |   |              |   | 9.8   |   | 335.5  |  
|                                      | 
|December 31, 2011                     |  | 59.9   |   | 7.3  |   | 201.9  |   | 17.0   |   | 9.9       |   | 19.0                 |   | 6.7           |   | 9.0   |   | 330.7  |  
|                                      | 
|December 31, 2012                     |  | 55.8   |   | 10.3 |   | 84.0   |   | 8.4    |   | 7.0       |   | 15.0                 |   | 8.8           |   | 7.6   |   | 196.9  |  
|                                      | 

70TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|Natural Gas(bcf)                      |  |         |   |         |   |       |   |       |   |         |   |       |   |       |   |      |   |         |  
|------------------------------------- |  | ------- | - | ------- | - | ----- | - | ----- | - | ------- | - | ----- | - | ----- | - | ---- | - | ------- | -
|                                      | 
|Total Proved                          |  |         |   |         |   |       |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|Proved reserves at December 31, 2009  |  | 2,043.0 |   | 566.2   |   | 24.5  |   | 93.0  |   | 1,374.1 |   | 261.4 |   |      |   | 1.7  |   | 4,363.9 |  
|                                      | 
|Discoveries, additions and extensions |  | 263.7   |   | 738.6   |   | 0.1   |   | 6.7   |   | 8.1     |   | (22.6 | ) |      |   |     |   | 994.6   |  
|                                      | 
|Purchase of reserves                  |  |        |   | 17.5    |   |      |   |      |   | 42.4    |   |      |   |      |   |     |   | 59.9    |  
|                                      | 
|Sale of reserves                      |  | (772.5  | ) | (5.8    | ) |      |   |      |   |        |   |      |   |      |   | (1.6 | ) | (779.9  | )
|                                      | 
|Net revisions and transfers           |  | 11.2    |   | 10.3    |   | 4.9   |   | 12.1  |   | (57.2   | ) | 14.3  |   |      |   | (0.1 | ) | (4.5    | )
|                                      | 
|2010 Production                       |  | (190.9  | ) | (68.9   | ) | (5.7  | ) | (32.2 | ) | (98.2   | ) | (27.3 | ) |      |   |     |   | (423.2  | )
|                                      | 
|Proved reserves at December 31, 2010  |  | 1,354.5 |   | 1,257.9 |   | 23.8  |   | 79.6  |   | 1,269.2 |   | 225.8 |   |      |   |     |   | 4,210.8 |  
|                                      | 
|Discoveries, additions and extensions |  | 251.1   |   | 799.4   |   | (0.2  | ) | 4.6   |   | 36.1    |   | 9.2   |   |      |   |     |   | 1,100.2 |  
|                                      | 
|Purchase of reserves                  |  |        |   | 3.6     |   |      |   |      |   |        |   |      |   | 93.5  |   |     |   | 97.1    |  
|                                      | 
|Sale of reserves                      |  | (165.5  | ) |        |   |      |   |      |   |        |   |      |   |      |   |     |   | (165.5  | )
|                                      | 
|Net revisions and transfers           |  | 3.5     |   | 66.8    |   | (1.4  | ) | (1.3  | ) | (94.1   | ) | (13.0 | ) | 0.2   |   |     |   | (39.3   | )
|                                      | 
|2011 Production                       |  | (150.9  | ) | (141.9  | ) | (3.5  | ) | (15.3 | ) | (104.0  | ) | (33.2 | ) | (10.2 | ) |     |   | (459.0  | )
|                                      | 
|Proved reserves at December 31, 2011  |  | 1,292.7 |   | 1,985.8 |   | 18.7  |   | 67.6  |   | 1,107.2 |   | 188.8 |   | 83.5  |   |     |   | 4,744.3 |  
|                                      | 
|Discoveries, additions and extensions |  | 65.4    |   | (550.0  | ) | 35.6  |   | 17.1  |   | 0.3     |   | 2.7   |   | (9.6  | ) |     |   | (438.5  | )
|                                      | 
|Purchase of reserves                  |  |        |   |        |   |      |   |      |   |        |   | 1.9   |   |      |   |     |   | 1.9     |  
|                                      | 
|Sale of reserves                      |  | (97.2   | ) |        |   | (20.3 | ) |      |   | (9.1    | ) |      |   |      |   |     |   | (126.6  | )
|                                      | 
|Net revisions and transfers           |  | (101.4  | ) | 66.0    |   | 0.9   |   | (42.0 | ) | (3.9    | ) | 7.5   |   | 3.8   |   |     |   | (69.1   | )
|                                      | 
|2012 Production(1)                    |  | (137.2  | ) | (176.8  | ) | (1.9  | ) | (9.6  | ) | (99.8   | ) | (32.3 | ) | (11.5 | ) |     |   | (469.1  | )
|                                      | 
|Proved reserves at December 31, 2012  |  | 1,022.3 |   | 1,325.0 |   | 33.0  |   | 33.1  |   | 994.7   |   | 168.6 |   | 66.2  |   |     |   | 3,642.9 |  
|                                      | 
|Proved developed                      |  |         |   |         |   |       |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|December 31, 2009                     |  | 1,663.5 |   | 171.1   |   | 22.4  |   | 91.2  |   | 915.2   |   | 225.5 |   |      |   | 0.8  |   | 3,089.7 |  
|                                      | 
|December 31, 2010                     |  | 1,011.4 |   | 584.9   |   | 22.0  |   | 73.3  |   | 763.7   |   | 187.2 |   |      |   |     |   | 2,642.5 |  
|                                      | 
|December 31, 2011                     |  | 936.5   |   | 814.7   |   | 18.2  |   | 63.1  |   | 688.5   |   | 149.7 |   | 62.3  |   |     |   | 2,733.0 |  
|                                      | 
|December 31, 2012                     |  | 712.3   |   | 839.6   |   | 8.2   |   | 13.8  |   | 591.5   |   | 125.3 |   | 66.2  |   |     |   | 2,356.9 |  
|                                      | 

Continuity of Gross Proved Reserves

|                                      |  |        |   |      |   |       |   |        |   |           |   |                      |   |               |   |       |   |       |  
|------------------------------------- |  | ------ | - | ---- | - | ----- | - | ------ | - | --------- | - | -------------------- | - | ------------- | - | ----- | - | ----- | -
|                                      | 
|                                      |  |        |   |      |   |       |   |        |   |           |   |                      |   |               |   |       |   |       |  
|                                      |  | Canada |   | US   |   | UK    |   | Norway |   | Indonesia |   | Other
Southeast
Asia |   | Latin
America |   | Other |   | Total |  
|                                      | 
|Oil and Liquids(mmbbls)               |  |        |   |      |   |       |   |        |   |           |   |                      |   |               |   |       |   |       |  
|                                      | 
|Total Proved                          |  |        |   |      |   |       |   |        |   |           |   |                      |   |               |   |       |   |       |  
|                                      | 
|Proved reserves at December 31, 2009  |  | 101.0  |   |     |   | 267.5 |   | 55.9   |   | 28.6      |   | 39.9                 |   |              |   | 39.0  |   | 531.9 |  
|                                      | 
|Discoveries, additions and extensions |  | 5.0    |   | 3.4  |   | 6.8   |   | 9.7    |   | 3.4       |   | 3.0                  |   |              |   | 2.2   |   | 33.5  |  
|                                      | 
|Purchase of reserves                  |  |       |   | 1.2  |   |      |   |       |   | 3.5       |   |                     |   |              |   |      |   | 4.7   |  
|                                      | 
|Sale of reserves                      |  | (18.5  | ) | (0.2 | ) |      |   |       |   |          |   |                     |   |              |   | (0.7  | ) | (19.4 | )
|                                      | 
|Net revisions and transfers           |  | 0.2    |   |     |   | 18.0  |   | 1.8    |   | 0.9       |   | 6.7                  |   |              |   | 0.2   |   | 27.8  |  
|                                      | 
|2010 Production                       |  | (8.4   | ) | (0.1 | ) | (27.0 | ) | (14.2  | ) | (4.3      | ) | (9.7                 | ) |              |   | (5.1  | ) | (68.8 | )
|                                      | 
|Proved reserves at December 31, 2010  |  | 79.3   |   | 4.3  |   | 265.3 |   | 53.2   |   | 32.1      |   | 39.9                 |   |              |   | 35.6  |   | 509.7 |  
|                                      | 
|Discoveries, additions and extensions |  | 3.1    |   | 18.3 |   | (4.2  | ) | 2.3    |   | 1.0       |   | 13.7                 |   |              |   | 0.6   |   | 34.8  |  
|                                      | 
|Purchase of reserves                  |  |       |   | 0.7  |   |      |   |       |   |          |   |                     |   | 18.8          |   |      |   | 19.5  |  
|                                      | 
|Sale of reserves                      |  | (0.3   | ) |     |   |      |   |       |   |          |   |                     |   |              |   |      |   | (0.3  | )
|                                      | 
|Net revisions and transfers           |  | (1.7   | ) | 0.6  |   | 10.7  |   | 7.2    |   | (0.2      | ) | 1.1                  |   | (0.1          | ) | 1.5   |   | 19.1  |  
|                                      | 
|2011 Production                       |  | (7.7   | ) | (0.8 | ) | (25.5 | ) | (10.0  | ) | (4.0      | ) | (8.5                 | ) | (2.8          | ) | (5.5  | ) | (64.8 | )
|                                      | 
|Proved reserves at December 31, 2011  |  | 72.7   |   | 23.1 |   | 246.3 |   | 52.7   |   | 28.9      |   | 46.2                 |   | 15.9          |   | 32.2  |   | 518.0 |  
|                                      | 

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       71

---



|Discoveries, additions and extensions |  | 12.7    |   | 15.0    |   | 9.4    |   | (26.2 | ) | 0.1     |   | 2.0   |   | 4.8   |   | (1.2 | ) | 16.6    |  
|------------------------------------- |  | ------- | - | ------- | - | ------ | - | ----- | - | ------- | - | ----- | - | ----- | - | ---- | - | ------- | -
|                                      | 
|Purchase of reserves                  |  |        |   |        |   |       |   |      |   |        |   | 2.1   |   |      |   |     |   | 2.1     |  
|                                      | 
|Sale of reserves                      |  | (15.3   | ) |        |   | (115.0 | ) | (2.7  | ) | (1.7    | ) |      |   |      |   |     |   | (134.7  | )
|                                      | 
|Net revisions and transfers           |  | 3.9     |   | (2.1    | ) | (21.8  | ) | (2.1  | ) | 1.0     |   | 2.5   |   | 0.1   |   | (0.2 | ) | (18.7   | )
|                                      | 
|2012 Production(1)                    |  | (6.8    | ) | (3.3    | ) | (19.1  | ) | (7.2  | ) | (4.1    | ) | (10.9 | ) | (4.0  | ) | (4.3 | ) | (59.7   | )
|                                      | 
|Proved reserves at December 31, 2012  |  | 67.2    |   | 32.7    |   | 99.8   |   | 14.5  |   | 24.2    |   | 41.9  |   | 16.8  |   | 26.5 |   | 323.6   |  
|                                      | 
|Proved developed                      |  |         |   |         |   |        |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|December 31, 2009                     |  | 92.6    |   |        |   | 197.1  |   | 26.1  |   | 23.2    |   | 31.2  |   |      |   | 23.7 |   | 393.9   |  
|                                      | 
|December 31, 2010                     |  | 74.6    |   | 0.9     |   | 211.9  |   | 21.6  |   | 21.4    |   | 30.8  |   |      |   | 19.6 |   | 380.8   |  
|                                      | 
|December 31, 2011                     |  | 70.3    |   | 9.7     |   | 203.1  |   | 17.0  |   | 20.0    |   | 31.1  |   | 8.3   |   | 19.8 |   | 379.3   |  
|                                      | 
|December 31, 2012                     |  | 62.3    |   | 13.7    |   | 84.4   |   | 8.4   |   | 16.0    |   | 25.3  |   | 11.0  |   | 15.8 |   | 236.9   |  
|                                      | 
|Natural Gas(bcf)                      |  |         |   |         |   |        |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|Total Proved                          |  |         |   |         |   |        |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|Proved reserves at December 31, 2009  |  | 2,248.5 |   | 650.7   |   | 24.5   |   | 93.0  |   | 1,877.5 |   | 376.7 |   |      |   | 1.8  |   | 5,272.7 |  
|                                      | 
|Discoveries, additions and extensions |  | 286.4   |   | 874.7   |   | 0.1    |   | 6.7   |   | 21.2    |   | (37.4 | ) |      |   |     |   | 1,151.7 |  
|                                      | 
|Purchase of reserves                  |  |        |   | 23.0    |   |       |   |      |   | 60.7    |   |      |   |      |   |     |   | 83.7    |  
|                                      | 
|Sale of reserves                      |  | (867.3  | ) | (7.3    | ) |       |   |      |   |        |   |      |   |      |   | (1.8 | ) | (876.4  | )
|                                      | 
|Net revisions and transfers           |  | 33.2    |   | 12.5    |   | 4.9    |   | 12.1  |   | (3.0    | ) | 44.6  |   |      |   |     |   | 104.3   |  
|                                      | 
|2010 Production                       |  | (203.6  | ) | (80.5   | ) | (5.7   | ) | (32.2 | ) | (141.2  | ) | (35.9 | ) |      |   |     |   | (499.1  | )
|                                      | 
|Proved reserves at December 31, 2010  |  | 1,497.2 |   | 1,473.1 |   | 23.8   |   | 79.6  |   | 1,815.2 |   | 348.0 |   |      |   |     |   | 5,236.9 |  
|                                      | 
|Discoveries, additions and extensions |  | 265.9   |   | 953.7   |   | (0.2   | ) | 4.6   |   | 4.2     |   | 7.3   |   |      |   |     |   | 1,235.5 |  
|                                      | 
|Purchase of reserves                  |  |        |   | 4.8     |   |       |   |      |   |        |   |      |   | 116.9 |   |     |   | 121.7   |  
|                                      | 
|Sale of reserves                      |  | (180.3  | ) |        |   |       |   |      |   |        |   |      |   |      |   |     |   | (180.3  | )
|                                      | 
|Net revisions and transfers           |  | (31.6   | ) | 87.3    |   | (1.2   | ) | (1.3  | ) | (107.3  | ) | 1.6   |   |      |   |     |   | (52.5   | )
|                                      | 
|2011 Production                       |  | (160.0  | ) | (167.5  | ) | (3.6   | ) | (15.3 | ) | (143.4  | ) | (41.3 | ) | (12.5 | ) |     |   | (543.6  | )
|                                      | 
|Proved reserves at December 31, 2011  |  | 1,391.2 |   | 2,351.4 |   | 18.8   |   | 67.6  |   | 1,568.7 |   | 315.6 |   | 104.4 |   |     |   | 5,817.7 |  
|                                      | 
|Discoveries, additions and extensions |  | 63.3    |   | (640.4  | ) | 35.6   |   | 17.1  |   | 0.6     |   | 4.3   |   | (5.3  | ) |     |   | (524.8  | )
|                                      | 
|Purchase of reserves                  |  |        |   |        |   |       |   |      |   |        |   | 2.6   |   |      |   |     |   | 2.6     |  
|                                      | 
|Sale of reserves                      |  | (104.8  | ) |        |   | (20.4  | ) |      |   | (9.9    | ) |      |   |      |   |     |   | (135.1  | )
|                                      | 
|Net revisions and transfers           |  | (129.9  | ) | 77.5    |   | 0.9    |   | (42.0 | ) | (1.1    | ) | (1.6  | ) | (2.0  | ) |     |   | (98.2   | )
|                                      | 
|2012 Production(1)                    |  | (152.1  | ) | (209.7  | ) | (1.9   | ) | (9.6  | ) | (148.1  | ) | (44.3 | ) | (14.4 | ) |     |   | (580.1  | )
|                                      | 
|Proved reserves at December 31, 2012  |  | 1,067.7 |   | 1,578.8 |   | 33.0   |   | 33.1  |   | 1,410.2 |   | 276.6 |   | 82.7  |   |     |   | 4,482.1 |  
|                                      | 
|Proved developed                      |  |         |   |         |   |        |   |       |   |         |   |       |   |       |   |      |   |         |  
|                                      | 
|December 31, 2009                     |  | 1,840.9 |   | 197.9   |   | 22.4   |   | 91.2  |   | 1,231.6 |   | 320.8 |   |      |   | 0.8  |   | 3,705.6 |  
|                                      | 
|December 31, 2010                     |  | 1,134.7 |   | 687.5   |   | 22.0   |   | 73.3  |   | 1,083.1 |   | 281.3 |   |      |   |     |   | 3,281.9 |  
|                                      | 
|December 31, 2011                     |  | 1,016.8 |   | 965.0   |   | 18.3   |   | 63.1  |   | 965.9   |   | 250.4 |   | 77.9  |   |     |   | 3,357.4 |  
|                                      | 
|December 31, 2012                     |  | 754.2   |   | 997.3   |   | 8.2    |   | 13.8  |   | 809.8   |   | 214.2 |   | 82.7  |   |     |   | 2,880.2 |  
|                                      | 

At the end of 2012, Talisman's proved reserves totalled 1.1 billion boe. The Company added (discoveries, extensions, and additions plus other revisions)
approximately 18 million boe proved in the liquids-rich Eagle Ford shale play, 19 million boe proved in the Montney shale, and five million boe proved in Wild
River, Canada.

In
the Marcellus dry gas shale play, capital spending has been reduced significantly, which led to negative reserve additions (discoveries, extensions, and additions plus other revisions) of
91 million boe proved. These negative additions reflect uncertainty in the timing of development, not technical uncertainty.

In
the North Sea, development of the Auk South and Yme projects have been deferred, resulting in negative additions (discoveries, extensions, and additions plus other revisions) of approximately
44 million boe proved. The negative additions in the North Sea also primarily reflect uncertainty in the timing of development, not technical certainty.

72TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Proved Undeveloped Reserves

Talisman's
gross proved undeveloped reserves were 354 mmboe as at December 31, 2012, a decrease of 195 mmboe over year end 2011. The following table and subsequent discussion
reflects the changes to the gross proved undeveloped reserves during the year ended December 31, 2012.

|                                                 |  |                             |   |             |   |        |  
|------------------------------------------------ |  | --------------------------- | - | ----------- | - | ------ | -
|                                                 | 
|                                                 |  |                             |   |             |   |        |  
|                                                 |  | Oil and
Natural Gas
Liquids |   | Natural Gas |   | Total  |  
|                                                 |  | mmbls                       |   | bcf         |   | mmboe  |  
|                                                 | 
|Proved Undeveloped Reserves at December 31, 2011 |  | 138.8                       |   | 2,460.3     |   | 548.9  |  
|                                                 | 
|Discoveries, Additions and Extensions            |  | (4.8                        | ) | (648.2      | ) | (112.9 | )
|                                                 | 
|Purchase of Reserves                             |  |                            |   |            |   |       |  
|                                                 | 
|Sale of Reserves                                 |  | (27.9                       | ) | (46.8       | ) | (35.7  | )
|                                                 | 
|Net Revisions and Transfers                      |  | (10.0                       | ) | 55.3        |   | (0.8   | )
|                                                 | 
|Conversion to Proved Developed Reserves          |  | (9.3                        | ) | (218.6      | ) | (45.7  | )
|                                                 | 
|Proved Undeveloped Reserves at December 31, 2012 |  | 86.8                        |   | 1,602.0     |   | 354.0  |  
|                                                 | 

In 2012, Talisman's discoveries, additions and extensions included 50 mmboe of proven undeveloped reserves additions including additions in the Eagle
Ford and Montney. Negative additions from proved undeveloped reserves were 163 mmboe, which included the Marcellus dry-gas shale play and Yme due to the realignment and deferral of
capital programs. Divestments of 35.7 mmboe were primarily from the UK with smaller divestments in Canada, Indonesia, and Norway. Talisman converted 46 mmboe of proved undeveloped
reserves to proved developed during 2012 (8% based on the Company's 2011 proved undeveloped reserves or 13% based on the Company's 2012 proved undeveloped reserves). Talisman spent approximately
$800 million in 2012 in order to develop its proved undeveloped reserves. Major areas with conversions were Appalachia and Eagle Ford in the US, Montney in Canada, and Piedemonte
in Colombia.

Talisman's
proved undeveloped reserves as at December 31, 2012 are scheduled for development within five years of original booking, except as described below. Undeveloped reserves are
attributed where warranted on the basis of technical merit, commercial considerations and development plans. Talisman reviews the economic viability of its properties containing undeveloped reserves
using economic evaluation techniques commonly accepted in the industry and its own pricing and economic environment assumptions. Through this active management process, Talisman selects some
properties for further development activities while others are held in abeyance, sold or swapped. Decisions to develop undeveloped reserves are based on various factors including economic conditions,
technical performance and capital availability and allocation of necessary resources.

As
at December 31, 2012, the only material proved undeveloped reserves that were five years or older were in Indonesia (56 mmboe), Malaysia (six mmboe) and UK
(three mmboe). The Southeast Asia undeveloped reserves are gas reserves that will be drilled as needed in the next five years to meet gas deliverability requirements for existing gas contracts.
The UK undeveloped reserves are attributable to projects that are underway and where a significant portion of each of the project's total capital has been spent to date.

Talisman
booked certain of its proved undeveloped reserves in North America, where there exists reliable technology that established reasonable certainty of economic producibility at distances greater
than the directly offsetting development spacing areas. Talisman utilized a combination of 3D seismic, core analyses, borehole logs, well tests, production history and numerical simulation in order to
attain the reasonable certainty required to book proved undeveloped reserves.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       73

---



Discounted Future Net Cash Flows

Standardized Measure of Discounted Future Net Cash Flows from Proved Reserves

Future
net cash flows were calculated by applying the prescribed average annual prices to the Company's estimated future production of proved reserves and deducting estimates of future development,
asset retirement, production and transportation costs, and income taxes. Future costs have been estimated based on existing economic and operating conditions. Future income taxes have been estimated
based on statutory tax rates enacted at year-end using existing tax and cost pools. The present values of the estimated future cash flows were determined by applying a 10% discount rate
prescribed by the US Financial Accounting Standards Board.

In
order to increase the comparability between companies, the standardized measure of discounted future net cash flows necessarily employs uniform assumptions that do not necessarily reflect
management's best estimate of future events and anticipated outcomes. There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production
and timing of development expenditures. Accordingly, the Company does not believe that the standardized measure of discounted future net cash flows will be representative of actual future net cash
flows and should not be considered to represent the fair market value of the oil and gas properties. Actual future net cash flows will differ significantly from estimates due to, but not limited to,
the following:

74TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



The
standardized measure of discounted future net cash flows was prepared using the following prices:

|                           |  |        |  |        |  |      
|-------------------------- |  | ------ |  | ------ |  | -----
|                          
|                           |  |        |  |        |  |      
|Average Prices             |  | 2012   |  | 2011   |  | 2010 
|                          
|Crude oil & liquidsUS$/bbl |  |        |  |        |  |      
|                          
|Canada(1)                  |  | 61.51  |  | 76.79  |  | 62.25
|                          
|USA(1)                     |  | 73.76  |  | 74.91  |  | 57.66
|                          
|UK                         |  | 111.19 |  | 111.01 |  | 78.97
|                          
|Norway                     |  | 103.21 |  | 108.34 |  | 78.21
|                          
|Indonesia                  |  | 102.57 |  | 111.89 |  | 78.71
|                          
|Other Southeast Asia(2)    |  | 115.83 |  | 112.11 |  | 75.83
|                          
|Other(3)                   |  | 106.92 |  | 108.69 |  | 78.10
|                          
|Total Company              |  | 96.11  |  | 104.26 |  | 75.79
|                          
|Natural gasUS$/mcf         |  |        |  |        |  |      
|                          
|Canada(1)                  |  | 2.48   |  | 3.92   |  | 4.05 
|                          
|USA(1)                     |  | 2.81   |  | 4.19   |  | 4.63 
|                          
|UK                         |  | 7.75   |  | 6.51   |  | 4.57 
|                          
|Norway                     |  | 6.78   |  | 7.25   |  | 4.95 
|                          
|Indonesia                  |  | 8.31   |  | 7.64   |  | 6.61 
|                          
|Other Southeast Asia(2)    |  | 7.78   |  | 7.61   |  | 5.65 
|                          
|Other(3)                   |  | 4.09   |  | 3.65   |  |     
|                          
|Total Company              |  | 4.86   |  | 5.27   |  | 5.22 
|                          

In order to derive the prices in the cash flow, the following benchmark prices and exchange rates were used:

|                    |  |        |  |        |  |      
|------------------- |  | ------ |  | ------ |  | -----
|                   
|                    |  |        |  |        |  |      
|                    |  | 2012   |  | 2011   |  | 2010 
|                   
|WTI ($/bbl)         |  | 94.71  |  | 96.19  |  | 79.42
|                   
|Dated Brent ($/bbl) |  | 111.13 |  | 110.96 |  | 79.02
|                   
|HH gas ($/mmbtu)    |  | 2.76   |  | 4.12   |  | 4.37 
|                   
|AECO-C (C$/GJ)      |  | 2.23   |  | 3.57   |  | 3.82 
|                   
|US$/C$              |  | 1.00   |  | 1.01   |  | 0.97 
|                   
|US$/UK£             |  | 1.59   |  | 1.61   |  | 1.60 
|                   

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       75

---



Standardized Measure of Discounted Future Net Cash Flows from Proved Reserves

|                                                             |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|------------------------------------------------------------ | -------------------------------- | ------------- | ------ | --------- | ------ | -------------- | ------- | ------ | ------ | --------- | ------ | ------------ | ------ | -------- | ---- | ------- | -------
|                                                             |                                 
|                                                             |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                  | North America |        | North Sea |        | Southeast Asia |         |        |        |           |       
|Years ended December 31
(millions of $)                      |                                  | Canada        |        | US        |        | UK             |         | Norway |        | Indonesia |        | Other SEA(2) |        | Other(3) |      | Total   |        
|                                                             |                                 
|2012                                                         |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|Future Cash Inflows(1)                                       |                                  | 6,192         |        | 5,625     |        | 11,305         |         | 1,720  |        | 9,241     |        | 4,479        |        | 3,071    |      | 41,633  |        
|                                                             |                                 
|Future Costs                                                 |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|Transportation                                               |                                  | (262          | )      | (438      | )      | (200           | )       | (36    | )      | (489      | )      | (26          | )      | (95      | )    | (1,546  | )      
|                                                             |                                 
|Production                                                   |                                  | (2,644        | )      | (1,538    | )      | (6,465         | )       | (1,031 | )      | (1,397    | )      | (1,540       | )      | (473     | )    | (15,088 | )      
|                                                             |                                 
|Development and Site Restoration                             |                                  | (1,517        | )      | (1,406    | )      | (3,428         | )       | (832   | )      | (613      | )      | (547         | )      | (238     | )    | (8,581  | )      
|                                                             |                                 
|Future costs                                                 |                                  | (4,423        | )      | (3,382    | )      | (10,093        | )       | (1,899 | )      | (2,499    | )      | (2,113       | )      | (806     | )    | (25,215 | )      
|                                                             |                                 
|Future Inflows before Income taxes                           |                                  | 1,769         |        | 2,243     |        | 1,212          |         | (179   | )      | 6,742     |        | 2,366        |        | 2,265    |      | 16,418  |        
|                                                             |                                 
|Future Income & Production revenue taxes                     |                                  | (104          | )      |          |        | (990           | )       | 1,209  |        | (2,803    | )      | (715         | )      | (696     | )    | (4,099  | )      
|                                                             |                                 
|Net cash flows                                               |                                  | 1,665         |        | 2,243     |        | 222            |         | 1,030  |        | 3,939     |        | 1,651        |        | 1,569    |      | 12,319  |        
|                                                             |                                 
|Less 10% annual discount for estimated timing of cash flows. |                                  | (462          | )      | (816      | )      | 79             |         | (736   | )      | (1,386    | )      | (342         | )      | (364     | )    | (4,027  | )      
|                                                             |                                 
|Discounted cash flows                                        |                                  | 1,203         |        | 1,427     |        | 301            |         | 294    |        | 2,553     |        | 1,309        |        | 1,205    |      | 8,292   |        
|                                                             |                                 
|2011                                                         |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|Future cash inflows(1)                                       |                                  | 9,951         |        | 9,775     |        | 27,326         |         | 6,195  |        | 9,864     |        | 4,711        |        | 3,320    |      | 71,142  |        
|                                                             |                                 
|Future costs                                                 |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|                                                             | Transportation                   |               | (315   | )         | (480   | )              | (414    | )      | (150   | )         | (540   | )            |       |          | (75  | )       | (1,974 
|                                                             |                                 
|                                                             | Production                       |               | (3,576 | )         | (1,984 | )              | (14,327 | )      | (2,811 | )         | (1,207 | )            | (1,526 | )        | (479 | )       | (25,910
|                                                             |                                 
|                                                             | Development and site restoration |               | (1,490 | )         | (2,336 | )              | (6,491  | )      | (1,276 | )         | (805   | )            | (779   | )        | (364 | )       | (13,541
|                                                             |                                 
|Future costs                                                 |                                  | (5,381        | )      | (4,800    | )      | (21,232        | )       | (4,237 | )      | (2,552    | )      | (2,305       | )      | (918     | )    | (41,425 | )      
|                                                             |                                 
|Future inflows before income taxes                           |                                  | 4,570         |        | 4,975     |        | 6,094          |         | 1,958  |        | 7,312     |        | 2,406        |        | 2,402    |      | 29,717  |        
|                                                             |                                 
|Future income & production revenue taxes                     |                                  | (809          | )      | (358      | )      | (4,447         | )       | (342   | )      | (3,061    | )      | (784         | )      | (764     | )    | (10,565 | )      
|                                                             |                                 
|Net cash flows                                               |                                  | 3,761         |        | 4,617     |        | 1,647          |         | 1,616  |        | 4,251     |        | 1,622        |        | 1,638    |      | 19,152  |        
|                                                             |                                 
|Less 10% annual discount for estimated timing of cash flows  |                                  | (1,516        | )      | (2,144    | )      | (236           | )       | (318   | )      | (1,551    | )      | (365         | )      | (448     | )    | (6,578  | )      
|                                                             |                                 
|Discounted cash flows                                        |                                  | 2,245         |        | 2,473     |        | 1,411          |         | 1,298  |        | 2,700     |        | 1,257        |        | 1,190    |      | 12,574  |        
|                                                             |                                 
|2010                                                         |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|Future cash inflows(1)                                       |                                  | 10,027        |        | 6,029     |        | 20,952         |         | 4,551  |        | 9,612     |        | 3,165        |        | 1,479    |      | 55,815  |        
|                                                             |                                 
|Future costs                                                 |                                  |               |        |           |        |                |         |        |        |           |        |              |        |          |      |         |        
|                                                             |                                 
|                                                             | Transportation                   |               | (381   | )         | (189   | )              | (398    | )      | (166   | )         | (794   | )            |       |          | (48  | )       | (1,976 
|                                                             |                                 
|                                                             | Production                       |               | (3,801 | )         | (1,014 | )              | (11,037 | )      | (2,123 | )         | (1,103 | )            | (1,143 | )        | (268 | )       | (20,489
|                                                             |                                 
|                                                             | Development and site restoration |               | (1,697 | )         | (1,289 | )              | (4,970  | )      | (852   | )         | (830   | )            | (474   | )        | (121 | )       | (10,233
|                                                             |                                 
|Future costs                                                 |                                  | (5,879        | )      | (2,492    | )      | (16,405        | )       | (3,141 | )      | (2,727    | )      | (1,617       | )      | (437     | )    | (32,698 | )      
|                                                             |                                 
|Future inflows before income taxes                           |                                  | 4,148         |        | 3,537     |        | 4,547          |         | 1,410  |        | 6,885     |        | 1,548        |        | 1,042    |      | 23,117  |        
|                                                             |                                 
|Future income & production revenue taxes                     |                                  | (1,003        | )      | (437      | )      | (2,787         | )       | (45    | )      | (2,845    | )      | (329         | )      | (347     | )    | (7,793  | )      
|                                                             |                                 
|Net cash flows                                               |                                  | 3,145         |        | 3,100     |        | 1,760          |         | 1,365  |        | 4,040     |        | 1,219        |        | 695      |      | 15,324  |        
|                                                             |                                 
|Less 10% annual discount for estimated timing of cash flows  |                                  | (1,258        | )      | (1,588    | )      | (18            | )       | (202   | )      | (1,709    | )      | (222         | )      | (219     | )    | (5,216  | )      
|                                                             |                                 
|Discounted cash flows                                        |                                  | 1,887         |        | 1,512     |        | 1,742          |         | 1,163  |        | 2,331     |        | 997          |        | 476      |      | 10,108  |        
|                                                             |                                 

76TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Principal Sources of Changes in Standardized Measure of Discounted Future Net
Cash Flows

|                                                           |  |        |   |        |   |        |  
|---------------------------------------------------------- |  | ------ | - | ------ | - | ------ | -
|                                                           | 
|                                                           |  |        |   |        |   |        |  
|Year ended December 31 ($ millions)                        |  | 2012   |   | 2011   |   | 2010   |  
|                                                           | 
|Sales of oil & gas produced net of production costs        |  | (4,538 | ) | (5,776 | ) | (4,768 | )
|                                                           | 
|Net change in prices                                       |  | (2,198 | ) | 8,351  |   | 5,416  |  
|                                                           | 
|Net change in transportation costs                         |  | (91    | ) | 62     |   | (197   | )
|                                                           | 
|Net changes in production costs                            |  | (668   | ) | (2,755 | ) | 391    |  
|                                                           | 
|Net changes in future development & site restoration costs |  | (887   | ) | (2,052 | ) | (27    | )
|                                                           | 
|Development costs incurred during year                     |  | 2,176  |   | 1,560  |   | 1,603  |  
|                                                           | 
|Extensions, discoveries and improved recovery              |  | (195   | ) | 2,132  |   | 1,990  |  
|                                                           | 
|Revisions of previous reserve estimates                    |  | (642   | ) | 513    |   | 679    |  
|                                                           | 
|Net purchases                                              |  | 2      |   | 1,039  |   | 189    |  
|                                                           | 
|Net sales of reserves in place                             |  | (3,066 | ) | (75    | ) | (893   | )
|                                                           | 
|Accretion of discount                                      |  | 1,987  |   | 1,556  |   | 1,099  |  
|                                                           | 
|Net change in taxes                                        |  | 3,947  |   | (1,847 | ) | (2,453 | )
|                                                           | 
|Other                                                      |  | (109   | ) | (242   | ) | (37    | )
|                                                           | 
|Net change                                                 |  | (4,282 | ) | 2,466  |   | 2,992  |  
|                                                           | 

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       77

---



Productive Wells(1),(2)

|                             |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|---------------------------- | --------------------- | -------------------------- | ----- | -------------------------- | ------- | ---------------------------- | ----- | ------- | ------- | ----- | ----- | -------
|                            
|                             |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|Year ended December 31, 2012 |                       | Productive Wells
Oil Wells |       | Productive Wells
Gas Wells |         | Productive Wells
Total Wells
|Property                     |                       | Gross                      |       | Net                        |         | Gross                        |       | Net     |         | Gross |       | Net    
|                            
|North America                |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             | Canada                |                            | 1,345 |                            | 1,191.7 |                              | 1,889 |         | 1,197.6 |       | 3,234 |        
|                            
|                             | United States         |                            | 69    |                            | 30.0    |                              | 789   |         | 571.8   |       | 858   |        
|                            
|Total North America          |                       | 1,414                      |       | 1,221.7                    |         | 2,678                        |       | 1,769.4 |         | 4,092 |       | 2,991.1
|                            
|North Sea                    |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             | United Kingdom(3)     |                            | 340   |                            | 97.4    |                              | 2     |         | 0.5     |       | 342   |        
|                            
|                             | Norway                |                            | 81    |                            | 33.4    |                              | 11    |         | 2.8     |       | 92    |        
|                            
|Total North Sea              |                       | 421                        |       | 130.8                      |         | 13                           |       | 3.3     |         | 434   |       | 134.1  
|                            
|Southeast Asia               |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             | Indonesia             |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             |                       | Corridor PSC               |       | 86                         |         | 30.9                         |       | 44      |         | 15.0  |       | 130    
|                            
|                             |                       | Other Indonesia(4)         |       | 876                        |         | 110.0                        |       | 47      |         | 5.9   |       | 923    
|                            
|                             | Malaysia              |                            | 94    |                            | 43.0    |                              | 40    |         | 16.5    |       | 134   |        
|                            
|                             | Vietnam               |                            | 28    |                            | 3.8     |                              |      |         |        |       | 28    |        
|                            
|                             | Australia/Timor-Leste |                            | 16    |                            | 5.2     |                              |      |         |        |       | 16    |        
|                            
|                             | Papua New Guinea      |                            |      |                            |        |                              | 9     |         | 4.2     |       | 9     |        
|                            
|Total Southeast Asia         |                       | 1,100                      |       | 192.9                      |         | 140                          |       | 41.6    |         | 1,240 |       | 234.5  
|                            
|Latin America                |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             | Colombia              |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             |                       | Other Colombia             |       | 1                          |         | 0.5                          |       |        |         |      |       | 1      
|                            
|                             |                       | Equión(5)                  |       | 69                         |         | 9.4                          |       |        |         |      |       | 69     
|                            
|                             | Peru                  |                            |       |                            |         |                              |       |         |         |       |      |        
|                            
|Total Latin America          |                       | 70                         |       | 9.9                        |         |                             |       |        |         | 70    |       | 9.9    
|                            
|Other                        |                       |                            |       |                            |         |                              |       |         |         |       |       |        
|                            
|                             | Algeria               |                            | 122   |                            | 12.9    |                              | 3     |         | 1.1     |       | 125   |        
|                            
|Total Other                  |                       | 122                        |       | 12.9                       |         | 3                            |       | 1.1     |         | 125   |       | 14.0   
|                            
|Total Worldwide              |                       | 3,127                      |       | 1,568.2                    |         | 2,834                        |       | 1,815.4 |         | 5,961 |       | 3,383.6
|                            

78TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Acreage

|                                              |                                |                |       |             |       |          |          |          |         |          |          |         
|--------------------------------------------- | ------------------------------ | -------------- | ----- | ----------- | ----- | -------- | -------- | -------- | ------- | -------- | -------- | --------
|                                             
|                                              |                                |                |       |             |       |          |          |          |         |          |          |         
|Year ended December 31, 2012
(thousand acres) |                                | Developed      |       | Undeveloped |       | Total   
|Property                                      |                                | Gross          |       | Net         |       | Gross    |          | Net      |         | Gross    |          | Net     
|                                             
|North America(1)                              |                                |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              | Canada (Including Frontier)(2) |                | 811.5 |             | 511.6 |          | 7,791.6  |          | 4,863.7 |          | 8,603.1  |         
|                                             
|                                              | United States                  |                | 118.8 |             | 93.7  |          | 864.5    |          | 708.9   |          | 983.3    |         
|                                             
|Total North America                           |                                | 930.3          |       | 605.3       |       | 8,656.1  |          | 5,572.6  |         | 9,586.4  |          | 6,177.9 
|                                             
|North Sea                                     |                                |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              | United Kingdom(3)              |                | 265.7 |             | 188.4 |          | 542.4    |          | 260.7   |          | 808.1    |         
|                                             
|                                              | Norway                         |                | 43.0  |             | 18.1  |          | 1,644.8  |          | 582.9   |          | 1,687.8  |         
|                                             
|Total North Sea                               |                                | 308.7          |       | 206.5       |       | 2,187.2  |          | 843.6    |         | 2,495.9  |          | 1,050.1 
|                                             
|Southeast Asia                                |                                |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              | Indonesia(4)                   |                | 277.3 |             | 66.5  |          | 13,852.6 |          | 4,476.1 |          | 14,129.9 |         
|                                             
|                                              | Malaysia                       |                | 116.1 |             | 48.1  |          | 3,522.6  |          | 2,336.5 |          | 3,638.7  |         
|                                             
|                                              | Vietnam                        |                | 19.8  |             | 2.2   |          | 8,349.0  |          | 3,620.8 |          | 8,368.8  |         
|                                             
|                                              | Australia/Timor-Leste          |                | 11.0  |             | 4.1   |          | 259.8    |          | 71.1    |          | 270.8    |         
|                                             
|                                              | Papua New Guinea               |                |      |             |      |          | 7,336.7  |          | 3,210.4 |          | 7,336.7  |         
|                                             
|Total Southeast Asia                          |                                | 424.2          |       | 120.9       |       | 33,320.7 |          | 13,714.9 |         | 33,744.9 |          | 13,835.8
|                                             
|Latin America                                 |                                |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              | Colombia                       |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              |                                | Equión(5)      |       | 17.9        |       | 3.3      |          | 123.5    |         | 24.8     |          | 141.4   
|                                             
|                                              |                                | Other Colombia |       |            |       |         |          | 9,887.9  |         | 4,606.4  |          | 9,887.9 
|                                             
|                                              | Peru                           |                |      |             |      |          | 8,639.3  |          | 3,361.1 |          | 8,639.3  |         
|                                             
|Total Latin America                           |                                | 17.9           |       | 3.3         |       | 18,650.7 |          | 7,992.3  |         | 18,668.6 |          | 7,995.6 
|                                             
|Other                                         |                                |                |       |             |       |          |          |          |         |          |          |         
|                                             
|                                              | Algeria                        |                | 196.0 |             | 34.4  |          |         |          |        |          | 196.0    |         
|                                             
|                                              | Rest of World(6)               |                |      |             |      |          | 1,367.0  |          | 461.6   |          | 1,367.0  |         
|                                             
|Total Other                                   |                                | 196.0          |       | 34.4        |       | 1,367.0  |          | 461.6    |         | 1,563.0  |          | 496.0   
|                                             
|Total Worldwide                               |                                | 1,877.1        |       | 970.4       |       | 64,181.7 |          | 28,585.0 |         | 66,058.8 |          | 29,555.4
|                                             

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       79

---



Production

The following tables set forth production for each of the last three fiscal years. All production figures include production from assets which were
sold in the year, until the date of completion of the sale.

|                             |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|---------------------------- | --------------------- | ---------------------------------- | -- | ------------------------------- | -- | ------------------------- | --- | ----- | --- | ----- | --- | ---
|                            
|                             |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|Year ended December 31, 2012 |                       | Oil & Liquids
Production
(mbbls/d) |    | Natural Gas
Production
(mmcf/d) |    | Total Production
(mboe/d)
|Property                     |                       | Gross                              |    | Net                             |    | Gross                     |     | Net   |     | Gross |     | Net
|                            
|North America                |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             | Canada(1),(2)         |                                    | 18 |                                 | 17 |                           | 410 |       | 388 |       | 87  |    
|                            
|                             | United States         |                                    | 9  |                                 | 6  |                           | 575 |       | 483 |       | 105 |    
|                            
|Total North America          |                       | 27                                 |    | 23                              |    | 985                       |     | 871   |     | 192   |     | 168
|                            
|North Sea                    |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             | United Kingdom(3)     |                                    | 51 |                                 | 51 |                           | 5   |       | 5   |       | 52  |    
|                            
|                             | Norway                |                                    | 20 |                                 | 19 |                           | 26  |       | 26  |       | 24  |    
|                            
|Total North Sea              |                       | 71                                 |    | 70                              |    | 31                        |     | 31    |     | 76    |     | 75 
|                            
|Southeast Asia(4)            |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             | Indonesia             |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             |                       | Corridor PSC                       |    | 3                               |    | 1                         |     | 326   |     | 211   |     | 57 
|                            
|                             |                       | Other Indonesia(5)                 |    | 8                               |    | 4                         |     | 76    |     | 57    |     | 21 
|                            
|                             | Malaysia              |                                    | 17 |                                 | 7  |                           | 122 |       | 89  |       | 37  |    
|                            
|                             | Vietnam               |                                    | 2  |                                 | 2  |                           |    |       |    |       | 2   |    
|                            
|                             | Australia/Timor-Leste |                                    | 12 |                                 | 10 |                           |    |       |    |       | 12  |    
|                            
|Total Southeast Asia         |                       | 42                                 |    | 24                              |    | 524                       |     | 357   |     | 129   |     | 84 
|                            
|Latin America                |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             | Colombia              |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             |                       | Equión(6)                          |    | 10                              |    | 8                         |     | 42    |     | 33    |     | 17 
|                            
|                             |                       | Other Colombia                     |    |                                |    |                          |     |      |     |      |     |   
|                            
|                             | Peru                  |                                    |   |                                 |   |                           |    |       |    |       |    |    
|                            
|Total Latin America          |                       | 10                                 |    | 8                               |    | 42                        |     | 33    |     | 17    |     | 14 
|                            
|Other                        |                       |                                    |    |                                 |    |                           |     |       |     |       |     |    
|                            
|                             | Algeria(7)            |                                    | 12 |                                 | 6  |                           |    |       |    |       | 12  |    
|                            
|Total Other                  |                       | 12                                 |    | 6                               |    |                          |     |      |     | 12    |     | 6  
|                            
|Total Worldwide              |                       | 162                                |    | 131                             |    | 1,582                     |     | 1,292 |     | 426   |     | 346
|                            

See footnotes on page 82.

80TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|                            
|----------------------------
|                            
|Year ended December 31, 2011
|Property                    
|                            
|North America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total North America         
|                            
|North Sea                   
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total North Sea             
|                            
|Southeast Asia(4)           
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total Southeast Asia        
|                            
|Latin America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total Latin America         
|                            
|Other                       
|                            
|                            
|                            
|Total Other                 
|                            
|Total Worldwide             
|                            

See footnotes on page 82.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       81

---



|                            
|----------------------------
|                            
|Year ended December 31, 2010
|Property                    
|                            
|North America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total North America         
|                            
|UK                          
|                            
|                            
|                            
|                            
|                            
|Total UK                    
|                            
|Scandinavia                 
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total Scandinavia           
|                            
|Southeast Asia(4)           
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total Southeast Asia        
|                            
|Other                       
|                            
|                            
|                            
|                            
|                            
|Total Other                 
|                            
|Total Worldwide             
|                            

82TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Drilling Activity

The following tables set forth the number of wells1 Talisman has drilled and tested or participated in drilling and testing, and the
net2 interest of Talisman in such wells for each of the last three fiscal years. The number of wells drilled refers to the number of wells completed at any time during the fiscal years,
regardless of when drilling was initiated.

|                             |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|---------------------------- | --------------------- | ----- | ----- | ----------- | -- | ----------- | - | ----- | - | ---- | -- | ---- | -- | ------ | --- | ----- | - | ----- | --- | ---- | -- | ------ | --- | ----- | - | -----
|                            
|                             |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                             |                       |       |       | Exploration |    | Development |   | Total
|Year ended December 31, 2012 |                       | Oil   |       | Gas         |    | Dry(3)      |   | Total |   | Oil  |    | Gas  |    | Dry(3) |     | Total |   | Oil   |     | Gas  |    | Dry(3) |     | Total
|                            
|North America                |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                            
|                             | Canada                |       | Gross |             | 11 |             | 6 |       |  |      | 17 |      | 29 |        | 75  |       |  |       | 104 |      | 40 |        | 81  |       |  |      
|                            
|                             |                       | Net   |       | 10.1        |    | 4.9         |   |      |   | 15.0 |    | 19.6 |    | 47.6   |     |      |   | 67.2  |     | 29.7 |    | 52.5   |     |      |   | 82.2 
|                            
|                             | United States         |       | Gross |             |   |             |  |       |  |      |   |      | 55 |        | 153 |       |  |       | 208 |      | 55 |        | 153 |       |  |      
|                            
|                             |                       | Net   |       |            |    |            |   |      |   |     |    | 26.7 |    | 73.9   |     |      |   | 100.6 |     | 26.7 |    | 73.9   |     |      |   | 100.6
|                            
|North Sea                    |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                            
|                             | United Kingdom(4)     |       | Gross |             | 1  |             |  |       |  |      | 1  |      | 3  |        |    |       |  |       | 3   |      | 4  |        |    |       |  |      
|                            
|                             |                       | Net   |       | 0.4         |    |            |   |      |   | 0.4  |    | 0.9  |    |       |     |      |   | 0.9   |     | 1.3  |    |       |     |      |   | 1.3  
|                            
|                             | Norway                |       | Gross |             |   |             |  |       | 2 |      | 2  |      | 2  |        | 1   |       |  |       | 3   |      | 2  |        | 1   |       | 2 |      
|                            
|                             |                       | Net   |       |            |    |            |   | 0.6   |   | 0.6  |    | 1.3  |    | 0.7    |     |      |   | 2.0   |     | 1.3  |    | 0.7    |     | 0.6   |   | 2.6  
|                            
|Southeast Asia               |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                            
|                             | Indonesia             |       | Gross |             | 3  |             |  |       |  |      | 3  |      | 18 |        | 4   |       |  |       | 22  |      | 21 |        | 4   |       |  |      
|                            
|                             |                       | Net   |       | 0.2         |    |            |   |      |   | 0.2  |    | 3.1  |    | 0.9    |     |      |   | 4.0   |     | 3.3  |    | 0.9    |     |      |   | 4.2  
|                            
|                             | Malaysia              |       | Gross |             |   |             |  |       |  |      |   |      | 3  |        | 2   |       |  |       | 5   |      | 3  |        | 2   |       |  |      
|                            
|                             |                       | Net   |       |            |    |            |   |      |   |     |    | 1.2  |    | 0.8    |     |      |   | 2.0   |     | 1.2  |    | 0.8    |     |      |   | 2.0  
|                            
|                             | Vietnam               |       | Gross |             |   |             |  |       | 2 |      | 2  |      | 7  |        |    |       |  |       | 7   |      | 7  |        |    |       | 2 |      
|                            
|                             |                       | Net   |       |            |    |            |   | 0.8   |   | 0.8  |    | 0.1  |    |       |     |      |   | 0.1   |     | 0.1  |    |       |     | 0.8   |   | 0.9  
|                            
|                             | Australia/Timor-Leste |       | Gross |             |   |             |  |       |  |      |   |      |   |        |    |       |  |       |    |      |   |        |    |       |  |      
|                            
|                             |                       | Net   |       |            |    |            |   |      |   |     |    |     |    |       |     |      |   |      |     |     |    |       |     |      |   |     
|                            
|                             | Papua New Guinea      |       | Gross |             |   |             | 3 |       | 2 |      | 5  |      |   |        |    |       |  |       |    |      |   |        | 3   |       | 2 |      
|                            
|                             |                       | Net   |       |            |    | 1.3         |   | 1.2   |   | 2.5  |    |     |    |       |     |      |   |      |     |     |    | 1.3    |     | 1.2   |   | 2.5  
|                            
|Latin America                |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                            
|                             | Colombia(5)           |       | Gross |             | 4  |             |  |       | 3 |      | 7  |      | 6  |        |    |       |  |       | 6   |      | 10 |        |    |       | 3 |      
|                            
|                             |                       | Net   |       | 2.0         |    |            |   | 0.8   |   | 2.8  |    | 1.0  |    |       |     |      |   | 1.0   |     | 3.0  |    |       |     | 0.8   |   | 3.8  
|                            
|                             | Peru                  |       | Gross |             |   |             |  |       | 1 |      | 1  |      |    |        |     |       |   |       |    |      |   |        |    |       | 1 |      
|                            
|                             |                       | Net   |       |            |    |            |   | 0.5   |   | 0.5  |    |      |    |        |     |       |   |      |     |     |    |       |     | 0.5   |   | 0.5  
|                            
|Other                        |                       |       |       |             |    |             |   |       |   |      |    |      |    |        |     |       |   |       |     |      |    |        |     |       |   |      
|                            
|                             | Algeria               |       | Gross |             |    |             |   |       |   |      |   |      | 4  |        |    |       |  |       | 4   |      | 4  |        |    |       |  |      
|                            
|                             |                       | Net   |       |             |    |             |   |       |   |     |    | 0.3  |    |       |     |      |   | 0.3   |     | 0.3  |    |       |     |      |   | 0.3  
|                            
|                             | Rest of World(7)      |       | Gross |             | 1  |             |  |       | 1 |      | 2  |      |    |        |     |       |   |       |    |      | 1  |        |    |       | 1 |      
|                            
|                             |                       | Net   |       | 0.4         |    |            |   | 0.3   |   | 0.7  |    |      |    |        |     |       |   |      |     | 0.4  |    |       |     | 0.3   |   | 0.7  
|                            
|Total                        |                       | Gross |       | 20          |    | 9           |   | 11    |   | 40   |    | 127  |    | 235    |     |      |   | 362   |     | 147  |    | 244    |     | 11    |   | 402  
|                            
|                             |                       | Net   |       | 13.1        |    | 6.2         |   | 4.2   |   | 23.5 |    | 54.2 |    | 123.9  |     |      |   | 178.1 |     | 67.3 |    | 130.1  |     | 4.2   |   | 201.6
|                            

See footnotes on page 85.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       83

---



|                            
|----------------------------
|                            
|                            
|Year ended December 31, 2011
|                            
|North America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|North Sea                   
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Southeast Asia              
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Latin America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Other                       
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total                       
|                            
|                            
|                            

See footnotes on page 85.

84TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



|                            
|----------------------------
|                            
|                            
|Year ended December 31, 2010
|                            
|North America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|North Sea                   
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Southeast Asia              
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Latin America               
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Other                       
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Total                       
|                            
|                            
|                            

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       85

---



The following table shows the number of wells in the process of drilling, temporarily suspended or in active completion stages as of December 31, 2012.
Gross wells means the total number of wells in which Talisman owns a working interest. Net wells means Talisman's working interest owned in gross wells expressed as whole numbers and fractions
thereof.

|                             |  |       |  |                                                                     |  |            
|---------------------------- |  | ----- |  | ------------------------------------------------------------------- |  | -----------
|                            
|                             |  |       |  |                                                                     |  |            
|                             |  |       |  | Wells in the process of drilling, suspended or active completion(1)
|Year ended December 31, 2012 |  |       |  | Exploration                                                         |  | Development
|                            
|North America                |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 1                                                                   |  | 120        
|                            
|                             |  | Net   |  | 1.0                                                                 |  | 83.1       
|                            
|North Sea(2)                 |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 2                                                                   |  | 3          
|                            
|                             |  | Net   |  | 0.7                                                                 |  | 1.8        
|                            
|Southeast Asia(3)            |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 3                                                                   |  | 5          
|                            
|                             |  | Net   |  | 1.1                                                                 |  | 2.4        
|                            
|Latin America(4)             |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 4                                                                   |  | 5          
|                            
|                             |  | Net   |  | 1.4                                                                 |  | 0.9        
|                            
|Other(5)                     |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 4                                                                   |  | 1          
|                            
|                             |  | Net   |  | 1.3                                                                 |  |           
|                            
|Total                        |  |       |  |                                                                     |  |            
|                            
|                             |  | Gross |  | 14                                                                  |  | 134        
|                            
|                             |  | Net   |  | 5.5                                                                 |  | 88.2       
|                            

86TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Other Oil and Gas Information

Results of Operations from Oil and Gas Producing Activities

|                                                        |  |                                                                         |   |               |   |           |  |                |   |           |   |              |   |          |   |       |   |       |  
|------------------------------------------------------- |  | ----------------------------------------------------------------------- | - | ------------- | - | --------- |  | -------------- | - | --------- | - | ------------ | - | -------- | - | ----- | - | ----- | -
|                                                        | 
|                                                        |  |                                                                         |   |               |   |           |  |                |   |           |   |              |   |          |   |       |   |       |  
|                                                        |  |                                                                         |   | North America |   | North Sea |  | Southeast Asia |   |           |   |              |  
|Years ended December 31
($ millions)                    |  | Canada                                                                  |   | USA           |   | UK(2)     |  | Norway         |   | Indonesia |   | Other SEA(3) |   | Other(4) |   | Total |  
|                                                        | 
|2012                                                    |  |                                                                         |   |               |   |           |  |                |   |           |   |              |   |          |   |       |  
|Net oil and gas revenue derived from proved reserves(1) |  | 755                                                                     |   | 654           |   | 2,068     |  | 912            |   | 1,157     |   | 1,033        |   | 623      |   | 7,202 |  
|                                                        | 
|Less:                                                   |  | Production costs                                                        |   | 333           |   | 222       |  | 1,035          |   | 348       |   | 167          |   | 251      |   | 87    |   | 2,443 |  
|                                                        | 
|                                                        |  | Transportation                                                          |   | 34            |   | 58        |  | 28             |   | 41        |   | 52           |   | 1        |   | 7     |   | 221   |  
|                                                        | 
|                                                        |  | Exploration and dry hole expense                                        |   | 39            |   | 12        |  | 12             |   | 80        |   | 28           |   | 142      |   | 303   |   | 616   |  
|                                                        | 
|                                                        |  | Depreciation, depletion, amortization, accretion and impairment expense |   | 909           |   | 610       |  | 788            |   | 2,166     |   | 96           |   | 326      |   | 425   |   | 5,320 |  
|                                                        | 
|                                                        |  | Tax expense (recovery)                                                  |   | (130          | ) |          |  | 105            |   | (1,429    | ) | 372          |   | 167      |   | 67    |   | (848  | )
|                                                        | 
|Results of operations                                   |  | (430                                                                    | ) | (248          | ) | 100       |  | (294           | ) | 442       |   | 146          |   | (266     | ) | (550  | )
|                                                        | 
|2011                                                    |  |                                                                         |   |               |   |           |  |                |   |           |   |              |   |          |   |       |  
|Net oil and gas revenue derived from proved reserves(1) |  | 1,040                                                                   |   | 633           |   | 2,823     |  | 1,252          |   | 1,126     |   | 756          |   | 543      |   | 8,173 |  
|                                                        | 
|Less:                                                   |  | Production costs                                                        |   | 328           |   | 121       |  | 921            |   | 367       |   | 146          |   | 226      |   | 72    |   | 2,181 |  
|                                                        | 
|                                                        |  | Transportation                                                          |   | 35            |   | 33        |  | 37             |   | 47        |   | 55           |   |         |   | 9     |   | 216   |  
|                                                        | 
|                                                        |  | Exploration and dry hole expense                                        |   | 54            |   | 29        |  | 64             |   | 81        |   | 114          |   | 218      |   | 107   |   | 667   |  
|                                                        | 
|                                                        |  | Depreciation, depletion, amortization accretion and impairment expense  |   | 581           |   | 352       |  | 492            |   | 354       |   | 73           |   | 217      |   | 120   |   | 2,189 |  
|                                                        | 
|                                                        |  | Tax expense                                                             |   | 12            |   | 38        |  | 847            |   | 329       |   | 365          |   | 100      |   | 91    |   | 1,782 |  
|                                                        | 
|Results of operations                                   |  | 30                                                                      |   | 60            |   | 462       |  | 74             |   | 373       |   | (5           | ) | 144      |   | 1,138 |  
|                                                        | 
|2010                                                    |  |                                                                         |   |               |   |           |  |                |   |           |   |              |   |          |   |       |  
|                                                        | 
|Net oil and gas revenue derived from proved reserves(1) |  | 1,365                                                                   |   | 304           |   | 2,172     |  | 1,354          |   | 852       |   | 624          |   | 194      |   | 6,865 |  
|                                                        | 
|Less:                                                   |  | Production costs                                                        |   | 421           |   | 59        |  | 793            |   | 296       |   | 127          |   | 153      |   | 27    |   | 1,876 |  
|                                                        | 
|                                                        |  | Transportation                                                          |   | 48            |   | 11        |  | 33             |   | 62        |   | 60           |   |         |   | 7     |   | 221   |  
|                                                        | 
|                                                        |  | Exploration and dry hole expense                                        |   | 43            |   | 2         |  | 76             |   | 41        |   | 55           |   | 90       |   | 179   |   | 486   |  
|                                                        | 
|                                                        |  | Depreciation, depletion, amortization accretion and impairment expense  |   | 562           |   | 221       |  | 553            |   | 440       |   | 50           |   | 247      |   | 29    |   | 2,102 |  
|                                                        | 
|                                                        |  | Tax expense                                                             |   | 75            |   | 4         |  | 396            |   | 401       |   | 269          |   | 80       |   | 15    |   | 1,240 |  
|                                                        | 
|Results of operations                                   |  | 216                                                                     |   | 7             |   | 321       |  | 114            |   | 291       |   | 54           |   | (63      | ) | 940   |  
|                                                        | 

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       87

---



Capitalized Costs Relating to Oil and Gas Activities

|                                     |  |                                                      |  |               |  |           |  |                |  |           |  |              |  |          |  |        |  |       
|------------------------------------ |  | ---------------------------------------------------- |  | ------------- |  | --------- |  | -------------- |  | --------- |  | ------------ |  | -------- |  | ------ |  | ------
|                                    
|                                     |  |                                                      |  |               |  |           |  |                |  |           |  |              |  |          |  |        |  |       
|                                     |  |                                                      |  | North America |  | North Sea |  | Southeast Asia |  |           |  |             
|Years ended December 31
($ millions) |  | Canada                                               |  | USA           |  | UK(1)     |  | Norway         |  | Indonesia |  | Other
SEA(2) |  | Other(3) |  | Total 
|                                    
|2012                                 |  |                                                      |  |               |  |           |  |                |  |           |  |              |  |          |  |       
|Proved properties                    |  | 6,938                                                |  | 5,171         |  | 4,770     |  | 2,902          |  | 1,457     |  | 3,503        |  | 1,068    |  | 25,809
|                                    
|Unproved properties                  |  | 1,186                                                |  | 1,006         |  | 197       |  | 1,968          |  | 194       |  | 330          |  | 891      |  | 5,772 
|                                    
|Incomplete wells and facilities      |  | 8                                                    |  |              |  | 8         |  | 2              |  | 2         |  | 6            |  | 170      |  | 196   
|                                    
|                                     |  |                                                      |  | 8,132         |  | 6,177     |  | 4,975          |  | 4,872     |  | 1,653        |  | 3,839    |  | 2,129  |  | 31,777
|                                    
|Less:                                |  | Accumulated depreciation, depletion and amortization |  | 4,075         |  | 1,646     |  | 2,795          |  | 4,165     |  | 602          |  | 1,792    |  | 850    |  | 15,925
|                                    
|Net capitalized costs                |  | 4,057                                                |  | 4,531         |  | 2,180     |  | 707            |  | 1,051     |  | 2,047        |  | 1,279    |  | 15,852
|                                    
|2011                                 |  |                                                      |  |               |  |           |  |                |  |           |  |              |  |          |  |       
|Proved properties                    |  | 7,037                                                |  | 3,798         |  | 8,730     |  | 3,890          |  | 1,415     |  | 3,110        |  | 1,323    |  | 29,303
|                                    
|Unproved properties                  |  | 1,196                                                |  | 1,165         |  | 195       |  | 276            |  | 192       |  | 259          |  | 389      |  | 3,672 
|                                    
|Incomplete wells and facilities      |  | 8                                                    |  |              |  | 15        |  | 52             |  | 1         |  | 45           |  | 161      |  | 282   
|                                    
|                                     |  |                                                      |  | 8,241         |  | 4,963     |  | 8,940          |  | 4,218     |  | 1,608        |  | 3,414    |  | 1,873  |  | 33,257
|                                    
|Less:                                |  | Accumulated depreciation, depletion and amortization |  | 3,660         |  | 1,040     |  | 4,806          |  | 2,012     |  | 577          |  | 1,463    |  | 476    |  | 14,034
|                                    
|Net capitalized costs                |  | 4,581                                                |  | 3,923         |  | 4,134     |  | 2,206          |  | 1,031     |  | 1,951        |  | 1,397    |  | 19,223
|                                    
|2010                                 |  |                                                      |  |               |  |           |  |                |  |           |  |              |  |          |  |       
|Proved properties                    |  | 6,554                                                |  | 2,113         |  | 8,092     |  | 3,280          |  | 1,358     |  | 2,556        |  | 611      |  | 24,564
|                                    
|Unproved properties                  |  | 669                                                  |  | 1,202         |  | 253       |  | 258            |  | 137       |  | 574          |  | 346      |  | 3,439 
|                                    
|Incomplete wells and facilities      |  | 15                                                   |  |              |  | 28        |  | 16             |  | 16        |  | 27           |  | 43       |  | 145   
|                                    
|                                     |  |                                                      |  | 7,238         |  | 3,315     |  | 8,373          |  | 3,554     |  | 1,511        |  | 3,157    |  | 1,000  |  | 28,148
|                                    
|Less:                                |  | Accumulated depreciation, depletion and amortization |  | 3,152         |  | 693       |  | 4,347          |  | 1,669     |  | 499          |  | 1,251    |  | 364    |  | 11,975
|                                    
|Net capitalized costs                |  | 4,086                                                |  | 2,622         |  | 4,026     |  | 1,885          |  | 1,012     |  | 1,906        |  | 636      |  | 16,173
|                                    

88TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Costs Incurred in Oil and Gas Activities

|                                     |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |       |  |      
|------------------------------------ |  | ------------------- |  | ------------- | - | --------- |  | -------------- |  | --------- |  | ------------ |  | -------- | - | ----- |  | -----
|                                    
|                                     |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |       |  |      
|                                     |  |                     |  | North America |   | North Sea |  | Southeast Asia |  |           |  |             
|Years ended December 31
($ millions) |  | Canada              |  | USA           |   | UK(1)     |  | Norway         |  | Indonesia |  | Other
SEA(2) |  | Other(3) |   | Total
|                                    
|2012                                 |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|Property acquisition costs           |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|                                     |  | Proved              |  |              |   | 2         |  |               |  |          |  |             |  | 19       |   |      |  | 21   
|                                    
|                                     |  | Unproved            |  | 7             |   | 37        |  |               |  |          |  |             |  | 91       |   | 66    |  | 201  
|                                    
|Exploration costs                    |  | 191                 |  | 11            |   | 53        |  | 79             |  | 32        |  | 117          |  | 351      |   | 834  
|                                    
|Development costs                    |  | 324                 |  | 1,097         |   | 608       |  | 502            |  | 103       |  | 264          |  | 105      |   | 3,003
|                                    
|Decommissioning costs                |  | 81                  |  | 53            |   | 305       |  | 156            |  | 3         |  | 78           |  | 33       |   | 709  
|                                    
|Total costs incurred                 |  | 603                 |  | 1,200         |   | 966       |  | 737            |  | 138       |  | 569          |  | 555      |   | 4,768
|                                    
|2011                                 |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|Property acquisition costs           |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|                                     |  | Proved properties   |  | 3             |   | 208       |  |               |  | 15        |  |             |  | 11       |   | 570   |  | 807  
|                                    
|                                     |  | Unproved properties |  | 590           |   | 51        |  |               |  |          |  |             |  | 26       |   | 17    |  | 684  
|                                    
|Exploration costs                    |  | 93                  |  | 14            |   | 52        |  | 116            |  | 105       |  | 349          |  | 248      |   | 977  
|                                    
|Development costs                    |  | 528                 |  | 1,427         |   | 554       |  | 520            |  | 129       |  | 96           |  | 157      |   | 3,411
|                                    
|Decommissioning costs                |  | 177                 |  | 35            |   | 34        |  | 95             |  | 13        |  | 3            |  | (2       | ) | 355  
|                                    
|Total costs incurred                 |  | 1,391               |  | 1,735         |   | 640       |  | 746            |  | 247       |  | 485          |  | 990      |   | 6,234
|                                    
|2010                                 |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|Property acquisition costs           |  |                     |  |               |   |           |  |                |  |           |  |              |  |          |   |      
|                                     |  | Proved              |  | 5             |   | 133       |  |               |  |          |  | 117          |  |         |   |      |  | 255  
|                                    
|                                     |  | Unproved            |  | 3             |   | 1,029     |  |               |  | 191       |  | 54           |  | 39       |   | 52    |  | 1,368
|                                    
|Exploration costs                    |  | 199                 |  | 19            |   | 93        |  | 87             |  | 72        |  | 163          |  | 234      |   | 867  
|                                    
|Development costs                    |  | 581                 |  | 909           |   | 497       |  | 485            |  | 74        |  | 250          |  | 100      |   | 2,896
|                                    
|Decommissioning costs                |  | 66                  |  | (11           | ) | 470       |  | 18             |  | 6         |  | 17           |  | 7        |   | 573  
|                                    
|Total costs incurred                 |  | 854                 |  | 2,079         |   | 1,060     |  | 781            |  | 323       |  | 469          |  | 393      |   | 5,959
|                                    

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       89

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Product Netbacks After Royalties(1)

|                     |                           |                 |  |        |  |       
|-------------------- | ------------------------- | --------------- |  | ------ |  | ------
|                    
|                     |                           |                 |  |        |  |       
|Net of Royalties ($) |                           | 2012            |  | 2011   |  | 2010  
|                    
|North America        |                           |                 |  |        |  |       
|                    
|                     | Oil and liquids (US$/bbl) |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 69.39  |  | 75.19 
|                    
|                     |                           | Transportation  |  | 1.32   |  | 1.08  
|                    
|                     |                           | Operating costs |  | 13.24  |  | 13.40 
|                    
|                     |                           | 54.83           |  | 60.71  |  | 47.44 
|                    
|                     | Natural gas (US$/mcf)     |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 2.63   |  | 3.93  
|                    
|                     |                           | Transportation  |  | 0.25   |  | 0.21  
|                    
|                     |                           | Operating costs |  | 1.40   |  | 1.21  
|                    
|                     |                           | 0.98            |  | 2.51   |  | 3.11  
|                    
|North Sea(2)         |                           |                 |  |        |  |       
|                    
|                     | Oil and liquids (US$/bbl) |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 111.83 |  | 110.75
|                    
|                     |                           | Transportation  |  | 1.90   |  | 1.71  
|                    
|                     |                           | Operating costs |  | 53.69  |  | 35.78 
|                    
|                     |                           | 56.24           |  | 73.26  |  | 52.94 
|                    
|                     | Natural gas (US$/mcf)     |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 9.77   |  | 8.62  
|                    
|                     |                           | Transportation  |  | 1.83   |  | 1.24  
|                    
|                     |                           | Operating costs |  | 1.32   |  | 1.90  
|                    
|                     |                           | 6.62            |  | 5.48   |  | 4.61  
|                    
|Southeast Asia(3)    |                           |                 |  |        |  |       
|                    
|                     | Oil and liquids (US$/bbl) |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 111.69 |  | 115.82
|                    
|                     |                           | Transportation  |  | 1.05   |  | 1.20  
|                    
|                     |                           | Operating costs |  | 34.09  |  | 40.99 
|                    
|                     |                           | 76.55           |  | 73.63  |  | 54.59 
|                    
|                     | Natural gas (US$/mcf)     |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 9.28   |  | 9.30  
|                    
|                     |                           | Transportation  |  | 0.33   |  | 0.37  
|                    
|                     |                           | Operating costs |  | 0.94   |  | 0.98  
|                    
|                     |                           | 8.01            |  | 7.95   |  | 5.57  
|                    
|Other(4)             |                           |                 |  |        |  |       
|                    
|                     | Oil (US$/bbl)             |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 113.52 |  | 110.32
|                    
|                     |                           | Transportation  |  | 1.39   |  | 1.76  
|                    
|                     |                           | Operating costs |  | 12.58  |  | 11.82 
|                    
|                     |                           | 99.55           |  | 96.74  |  | 68.41 
|                    

90TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Product Netbacks After Royalties(1) (continued)

|                     |                           |                 |  |        |  |       
|-------------------- | ------------------------- | --------------- |  | ------ |  | ------
|                    
|                     |                           |                 |  |        |  |       
|Net of Royalties ($) |                           | 2012            |  | 2011   |  | 2010  
|                    
|                     | Natural Gas (US$/mcf)     |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 4.30   |  | 4.22  
|                    
|                     |                           | Transportation  |  |       |  | 0.06  
|                    
|                     |                           | Operating costs |  | 2.00   |  | 1.86  
|                    
|                     |                           | 2.30            |  | 2.30   |  |      
|                    
|Total Company        |                           |                 |  |        |  |       
|                    
|                     | Oil and liquids (US$/bbl) |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 104.82 |  | 107.04
|                    
|                     |                           | Transportation  |  | 1.59   |  | 1.58  
|                    
|                     |                           | Operating costs |  | 38.78  |  | 31.49 
|                    
|                     |                           | 64.45           |  | 73.97  |  | 53.10 
|                    
|                     | Natural gas (US$/mcf)     |                 |  |        |  |       
|                    
|                     |                           | Sales price     |  | 5.01   |  | 5.92  
|                    
|                     |                           | Transportation  |  | 0.33   |  | 0.31  
|                    
|                     |                           | Operating costs |  | 1.38   |  | 1.24  
|                    
|                     |                           | 3.30            |  | 4.37   |  | 4.03  
|                    

Delivery Commitments

Future commitments to buy, sell, exchange, process and transport oil or gas of the Company are described under note 23 entitled
"Contingencies and Commitments" in the audited Consolidated Financial Statements of the Company for the year ended December 31, 2012.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       91

---



SCHEDULE B  AUDIT COMMITTEE INFORMATION

Composition of Audit Committee

As at February 28, 2013, Talisman's Audit Committee consists of Donald J. Carty, William R.P. Dalton, (Chairman), Michael T. Waites and
Charles M. Winograd. The Board of Directors has determined that all members of the Audit Committee are "independent" and "financially literate" as defined in National
Instrument 52-110 ("NI 52-110") and "independent" within the meaning of sections 303A.02 and 303A.07 of the New York Stock Exchange ("NYSE")
Listed Company Manual. In addition, in accordance with NYSE corporate governance listing standards, the Board of Directors has determined that Michael T. Waites is an audit committee financial expert.

NI 52-110 states
that a member of an audit committee is independent if the member has no direct or indirect material relationship with the issuer. A material relationship is
a relationship which could, in the view of the issuer's Board of Directors, reasonably interfere with the exercise of a member's independent judgment.

In
addition, an individual is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.

Education and Experience

The members of Talisman's Audit Committee have education and experience relevant to the performance of their responsibilities as Audit Committee
members, which includes the following:

Donald
Carty served as Vice Chairman and Chief Financial Officer of Dell Inc. (global computer systems and services company) from January 2007 until mid-2008. From 1998 to
2003, he was the Chairman and Chief Executive Officer of AMR Corp. and American Airlines (airline transportation company). Prior to that, Mr. Carty served as President of AMR Airline Group and
American Airlines. Mr. Carty was the President and Chief Executive Officer of Canadian Pacific Airlines (airline transportation company) from March 1985 to March 1987.
Mr. Carty holds an undergraduate degree and an Honorary Doctor of Laws from Queen's University and a Master's degree in Business Administration from Harvard University. Mr. Carty is an
Officer of the Order of Canada.

William
Dalton was Chief Executive of HSBC Bank plc (a British clearing bank) from 1998 to 2004, Executive Director of HSBC Holdings plc from 1998 to 2004, Global Head of Personal
Financial Services for HSBC Group from 2002 to 2004 and held various positions in the Canadian operations of HSBC prior to 1998. Mr. Dalton holds a Bachelor of Commerce degree (Honours) and was
awarded an Honorary Doctorate (Honorary Doctor of the University) by the University of Central England in Birmingham in 2001. Mr. Dalton is a Fellow of the Chartered Institute of Bankers of the
United Kingdom and the Institute of Canadian Bankers.

Michael
Waites, was President and Chief Executive Officer of Finning International Inc. (heavy equipment dealer and service company) since May 2008. Mr. Waites announced his
retirement from Finning in 2013, but will continue to serve as President and CEO until a replacement is appointed. Prior to that, Mr. Waites was Executive Vice President and Chief Financial
Officer of Finning. He also served as a member of the Board of Directors of Finning for three years prior to his appointment as Executive Vice President and Chief Financial Officer. Prior to joining
Finning in May 2006, Mr. Waites was Executive Vice President and Chief Financial Officer at Canadian Pacific Railway (railway and logistics company) since July 2000, and was also
Chief Executive Officer U.S. Network of Canadian Pacific Railway. Previously, he was Vice President and Chief Financial Officer at Chevron Canada Resources (integrated oil and gas company).
Mr. Waites holds a B.A. (Honours) in Economics from the University of Calgary, an MBA from Saint Mary's College of California, and a Masters of Arts, Graduate Studies in Economics, from the
University of Calgary. He has also completed the Executive Program at The University of Michigan Business School.

Charles
(Chuck) Winograd is Senior Managing Partner of Elm Park Credit Opportunities Fund (mid-market lending limited partnership). He is also President of Winograd Capital Inc.
(external consulting and private investments firm). From 2001 to 2008, Mr. Winograd was Chief Executive Officer of RBC Capital Markets (investment bank). When RBC Dominion Securities
(investment bank) acquired Richardson Greenshields in 1996, Mr. Winograd became Deputy Chairman and a director. He was appointed to the position of President and Chief Operating Officer of
RBC Dominion Securities in 1998. Mr. Winograd held several executive postings in Richardson Greenshields (privately owned investment dealer) until becoming President and Chief Executive
Officer in 1987 and Chairman and Chief Executive Officer in 1991. Mr. Winograd holds a Master of Business Administration degree from the University of Western Ontario and is a Chartered
Financial Analyst (CFA).

92TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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Audit Fees and Pre-Approval of Audit Services

The
following table presents fees for the audits of the Company's annual Consolidated Financial Statements for 2012 and 2011 and for other services provided by Ernst & Young LLP:

|                                            
|--------------------------------------------
|                                            
|(C$)                                        
|                                            
|Audit and Internal Controls Attestation Fees
|                                            
|Audit-Related Fees                          
|                                            
|Tax Fees                                    
|                                            
|All Other Fees(1)                           
|                                            
|Total                                       
|                                            

The audit-related fees are primarily for assistance in connection with the Company's conversion to International Financial Reporting Standards, audit
considerations with respect to global financial system implementation, prospectus filings, pension plan audits and attestation procedures related to cost certifications and government compliance. Tax
fees are primarily for tax compliance and tax advisory services. The Audit Committee has concluded that the provision of tax services is compatible with maintaining Ernst & Young's
independence.

Under
the terms of reference of the Audit Committee, which follow, the Audit Committee is required to review and pre-approve the objectives and scope of the external audit work and
proposed fees. In addition, the Audit Committee is required to review and pre-approve all non-audit services, including tax services, the Company's external auditors are
to perform.

During
2003, the Audit Committee implemented specific procedures regarding the pre-approval of services to be provided by the Company's external auditors. These procedures specify certain
prohibited services that are not to be performed by the Company's external auditors. In addition, these procedures require that, at least annually, prior to the period in which the services are
proposed to be provided, the Company's management, in conjunction with the Company's external auditors, prepares and submits to the Audit Committee a complete list of all proposed services and related
fees to be provided to the Company by the Company's external auditors. Under the Audit Committee pre-approval procedures, for those non-audit services proposed to be provided
by the Company's external auditors that have not been previously approved by the Audit Committee, the Audit Committee has delegated to the Chairman of the Audit Committee, and to management up to a
fixed value, the authority to grant pre-approvals of such services. The decision to pre-approve a service covered under this procedure is presented to the full Audit Committee
at the next scheduled meeting. At each of the Audit Committee's regular meetings, the Audit Committee is provided an update as to the status of services previously approved.

Pursuant
to these procedures since their implementation in 2003, 100% of each of the services relating to fees reported as audit-related, tax and all other were pre-approved by the Audit
Committee or its delegate, the Chair of the Audit Committee, or management within its delegated authority.

The
full text of the terms of reference for Talisman's Audit Committee follows.

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       93

---



TERMS OF REFERENCE

Audit COMMITTEE

Mission Statement

The Audit Committee's mission is to assist the Board in fulfilling its obligations by overseeing and monitoring the Corporation's financial
accounting and reporting process and the integrity of the Corporation's financial statements and its internal control over financial reporting and the external financial audit process. To fulfill this
mission, the Audit Committee has received this mandate and has been delegated certain authorities that it may exercise on behalf of the Board.

Composition

At the first meeting of the Board of Directors of the Corporation after the election of Directors at the annual meeting of shareholders, the Board
shall appoint an Audit Committee comprised of not less than three and not more than six Directors of the Corporation. Each member of the Audit Committee shall be independent (as required by
applicable securities laws and stock exchange rules). At least one member of the Audit Committee shall be an audit committee financial expert and all members of the Audit Committee shall have an
appropriate level of financial literacy as required under applicable stock exchange rules and securities laws and determined by the Board from time to time. The Board may replace or remove from the
Audit Committee any member at any time.

The
Chair of the Audit Committee shall be appointed by the Board at the meeting of the Board referred to above. The Chair shall preside as chair at each Committee meeting, lead Committee discussion on
meeting agenda items and report to the Board, on behalf of the Committee, with respect to the proceedings of each Committee meeting. The Audit Committee shall designate a Secretary to the Audit
Committee who may be a member of the Audit Committee or an officer or employee of the Corporation. The Secretary shall keep minutes and records of all meetings of the Audit Committee. In the event
that either the Chair or the Secretary is absent from any meeting, the members present shall designate any Director present to act as Chair and shall designate any Director, officer or employee of the
Corporation to act as Secretary.

Meetings

Meetings of the Audit Committee, including telephone conference meetings, shall be held at such time and place as the Chair of the Audit Committee
may determine. Notice of meetings shall be given to each member not less than 24 hours before the time of the meeting, provided that meetings of the Audit Committee may be held without formal
notice if all of the members are present and do not object to notice not having been given, or if those absent waive notice in any manner before or after the meeting.

Notice
of meeting may be given verbally or delivered personally, given by mail, facsimile or other electronic communication and need not be accompanied by an agenda or any other material. The notice
shall however specify the purpose or purposes for which the meeting is being held.

At
the request of the auditor of the Corporation (the "Auditor"), the Chief Executive Officer, the Chief Financial Officer or a member of the Audit Committee, the Chair shall call and convene a
meeting of the Audit Committee.

A
majority of the members of the Audit Committee present shall constitute a quorum. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the
Audit Committee is present.

The
Audit Committee shall meet at least quarterly.

Representatives
of the Auditor and management of the Corporation shall have access to the Audit Committee each in the absence of the other.

The
Auditor shall be notified of all meetings of the Audit Committee and, when appropriate, it may attend and be heard at any such meeting and shall attend if requested to do so by a member of the
Audit Committee.

Any
matter the Audit Committee does not unanimously approve will be referred to the Board for consideration.

No
alteration to the roles and responsibilities of the Audit Committee shall be effective without the approval of the Board of Directors.

The
Audit Committee shall review the adequacy of these Terms of Reference on an annual basis and recommend any changes it considers appropriate to the Governance and Nominating Committee, which shall
in light of the Corporation's governance structure and framework recommend any changes it considers appropriate to the Board of Directors.

94TALISMAN ENERGYANNUAL INFORMATION FORM 2012

---



Role and Responsibilities

A. Financial statements and other financial information

The Audit Committee shall oversee the Corporation's financial reporting process on behalf of the Board and report on the results of these activities to the Board including:

B. External Audit

The Auditor shall be ultimately accountable to the shareholders of the Corporation, who shall be represented by the Board of Directors and the Audit Committee in their dealings
with the Auditor. The Audit Committee shall recommend to the Board the auditor that will be proposed at the annual shareholders' meeting for appointment as the Auditor for the ensuing year. The
Auditor shall report directly to the Audit Committee, which shall be responsible for compensation and retention of the Auditor and oversight of the Auditor's work (including resolution of
disagreements between management and the Auditor regarding financial reporting).

At
least annually, the Audit Committee shall require that the Auditor provide a formal written statement describing: (i) the firm's internal quality-control procedures; (ii) any material
issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the Auditor and the Corporation
(see also section D.1).

With
respect to (iii) above and for more clarity, annually the Audit Committee shall obtain a written letter from the Auditor pursuant to the Independence Standards Board standard
#1 disclosing all relationships between the Auditor and its related entities and the Corporation and its related entities, and confirming the Auditor's independence from the Corporation.

The
Audit Committee shall not recommend to the Board that an auditor be appointed as the Auditor if the Corporation's Chief Executive Officer, Chief Financial Officer or Controller was employed by the
auditor and participated in any capacity in the Corporation's audit during the one-year period preceding the date of the initiation of the Corporation's audit for which the Audit

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       95

---



Committee
is recommending the appointment. The Audit Committee shall review management's policies for hiring partners, employees and former partners and employees of the Auditor and former external
auditor of the Corporation. The Audit Committee further shall ensure the independence of the Auditor by reviewing, and discussing with the Board if necessary, any relationships that may adversely
affect the independence of the Auditor.

The
Audit Committee shall review the planning and results of external audit activities and the ongoing relationship with the Auditor. In this regard the Audit Committee shall:

C. Internal Audit

The Audit Committee shall oversee the internal audit function of the Corporation and the relationship of the internal auditor with management. Periodically, the Audit Committee
shall meet separately with each of the internal auditor and management. To this end, the Audit Committee shall:

96TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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D. Internal Financial Control and Information Systems

The Audit Committee will review and obtain reasonable assurance that the internal financial control and information systems are operating effectively to produce accurate,
appropriate and timely financial information. In this regard the Audit Committee will:

E. Insurance

The Audit Committee shall review insurance coverage of significant business risks and uncertainties.

F. Subsidiaries

The Audit Committee shall receive a report on the Corporation's material Subsidiaries, as requested from time to time, concerning any material non-routine
structures e.g. special purpose entities, off balance sheet items or partnership arrangements.

G. Tax

The Audit Committee shall receive regular reports from management on the status of tax filings including:

H. Legal

The Audit Committee shall receive periodic reports from the General Counsel on legal matters affecting financial disclosure, including claims, potential claims and changes
to legislation.

I. Investigations and Access to Management

The Audit Committee shall have the authority to direct and to supervise the investigation into any matter brought to its attention within the scope of its duties. It shall
establish procedures for the receipt, retention and treatment of (i) complaints the Corporation may receive regarding accounting, internal accounting controls, or auditing matters, and
(ii) confidential, anonymous submissions from Corporation employees expressing concern regarding questionable accounting or auditing matters.

The
Audit Committee has the authority to engage independent counsel and other advisers having special competencies, as it determines necessary to carry out its duties. The Audit Committee shall
determine the appropriate amount of funding the Corporation shall provide for compensation of any such advisors.

In
carrying out its responsibilities, the Audit Committee shall have access to such members of the Corporation's management as appropriate, including the persons having responsibility for:

TALISMAN ENERGYANNUAL INFORMATION FORM 2012       97

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The
Audit Committee shall receive from management copies of any report or inquires of a material nature from regulators or government bodies which is relevant to the responsibilities of the Audit
Committee set out in this mandate and of management's responses thereto.

J. General

The Audit Committee shall review corporate policies that are within the scope of the roles and responsibilities specified by these terms of reference prior to submission for
approval by the Board; monitor compliance on a regular basis; and ensure these policies are periodically reviewed and kept current.

The
Audit Committee shall perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable law and stock exchange requirements.

In
respect of matters within its purview under this mandate and delegation, the Audit Committee shall assist the Board in its oversight of the Corporation's compliance with legal and regulatory
requirements.

The
Audit Committee shall report to the Board at each regularly scheduled Board meeting next succeeding any Committee meeting.

The
Audit Committee shall evaluate its own performance annually.

98TALISMAN ENERGYANNUAL INFORMATION FORM 2012

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LOGO

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TALISMAN ENERGY INC.

Suite 2000, 888  3rd Street SW
Calgary, Alberta, Canada T2P 5C5

P403.237.1234F403.237.1902 Etlm@talisman-energy.com

www.talisman-energy.com



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