Governance Articles of Amalgamation By-laws Majority Voting Policy Summary of Significant Corporate Governance Differences Board Operating Guidelines Committee Guidelines Code of Business Conduct and Ethics Vermilion is committed to a high standard of corporate governance practices. Strong governance is in the best interests of our shareholders and promotes effective decision making at the Board level. We monitor Canadian and U.S. regulations related to corporate governance, legal requirements and disclosure trends. As a Canadian corporation with Common Shares dual listed on the TSX and the NYSE, we are subject to Canadian rules and policies adopted by the TSX and Canadian Securities Administrators, and rules and listing standards applicable to “foreign private issuers” adopted by the NYSE and the U.S. Securities Exchange Commission (“SEC”), which give effect to provisions of the Sarbanes-Oxley Act of 2002 (“Act”). With respect to the United States, we are required to comply with the provisions of the Act and the rules adopted by the SEC pursuant to that Act, as well as the governance rules of the NYSE, in each case as applicable to foreign private issuers. Most of the NYSE corporate governance standards are not mandatory for Vermilion as a non-U.S. issuer, however, we are required to disclose any significant differences between our corporate governance practices and the NYSE corporate governance standards applicable to U.S. based issuers listed on the NYSE. Except those areas highlighted in a Summary of Significant Corporate Differences document, we remain in compliance with the NYSE corporate governance standards in all significant respects. Vermilion considers these Canadian corporate governance requirements, NYSE corporate governance rules and listing standards and applicable SEC rules and other best governance trends in determining its corporate governance practices. Responsibility to oversee our corporate governance practices is delegated by the board to the Governance and Human Resources Committee, a committee composed entirely of independent directors. More information about our corporate governance practices and policies is included in our Information Circular. We are honoured that our governance, economic, environmental and social performance has been recognized through the following organizations: Terms of Reference For the Board For the Chair of the Board For the Lead Director For the Director For the CEO For the Audit Committee For the Governance & HR Committee For the HS&E Committee For the Independent Reserves Committee Board Games, The Globe and Mail, Report on Business Recognized for excellence in governance practices as part of the Globe and Mail annual Board Games governance report Vermilion’s governance practices resulted in a rank of 4th out of 31 Canadian oil and gas companies in 2017 The evaluation uses a rigorous set of governance criteria that goes beyond minimum mandatory rules imposed by regulators Canadian Coalition for Good Governance (CCGG) Recognized year-after-year for best practices for proxy disclosure in the area of corporate governance relating to executive compensation, directors’ independence, benefits and perquisites Vermilion received the 2014 Governance Gavel Award for Best Disclosure of Governance Practices and Approach to Executive Compensation Corporate Knights 2017 Future 40 Vermilion has earned recognition on the Corporate Knights Future 40 Responsible Corporate Leaders in Canada listing every year since the list’s inception in 2014 In 2017, we ranked 13th, and were the highest rated oil and gas company on the list CDP Driving Sustainable Economies In 2017, Vermilion was recognized with a Leadership Level rating of A- We were the only Canadian Energy Sector company, one of only two in North America, and 18 globally to achieve a Leadership Level score this year Only 9% of 6,020 participating companies achieved an 'A or A-' grade for performance in 2017 FSI Competition for Best Sustainability Report The Montreal-based Finance and Sustainability Initiative has selected Vermilion as the winner of the FSI Competition for Best Sustainability Report in the Non-Renewable Resources in the Oil and Gas category for 2018 Great Place to Work Institute Recognized as a Best Workplace in Canada and France for an 8th consecutive year and in the Netherlands for a 4th consecutive year In Canada, Vermilion is the only energy company on a Best Workplace list (small, medium or large) View results Institutional Shareholder Services (ISS) and Glass Lewis In 2017, recognized for excellence in managing governance risk with decile scores of “1” for Environmental practices, “2” for Social practices and “3” for Governance practices A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk ISS QualityScore is a scoring solution supported by data on environmental, social and governance practices, designed to help institutional investors identify risks within portfolio companies Both ISS and Glass Lewis recommended Shareholders vote in favour of Vermilion’s 2017 proxy statement proposals MSCI ESG Research Inc. In 2017, Vermilion's MSCI ESG (environment, social and governance) rating increased from BBB to A, and our score of 7.7/10 on MSCI's Governance Metrics Report ranks Vermilion in top decile performance globally This recognition reflects our continued focus on achieving robust shareholder returns combined with environmental, social and governance performance RobecoSAM Sustainable Investing Vermilion received a top quartile ranking for 2017 for our industry sector in RobecoSAM’s annual Corporate Sustainability Assessment (“CSA”) The CSA analyzes sustainability performance across economic, environmental, governance and social criteria, and is the basis of the Dow Jones Sustainability Indices These achievements demonstrate to investors our commitment to the core values of Excellence, Trust, Respect and Responsibility Vermilion Energy Inc. 3500, 520 3rd Avenue SW Calgary, Alberta T2P 0R3 Phone: 1-403-269-4884 Fax: 1-403-476-8100 HEAD OFFICE LOCATION Investor Relations EMAIL 1-866-895-8101 Whistleblower EMAIL 1-403–267–9405 Community Investment EMAIL Emergency Contacts VIEW ALL EMERGENCY CONTACTS About Us Overview Our Values Our History Directors Officers & Management Governance People Other Corporate Information Invest with Us Overview & Strategy Events & Presentations Investor Calendar Reports & Filings Dividends Hedging Interactive Analyst Centre Analyst Coverage Receive News Annual General Meeting Request Information Our Operations Overview North America Europe Australia Operational Review Our Industry Our Responsibility Health, Safety & Environment Ways of Caring Community Partners Apply for Funding Sustainability Report REMIT Information Payments to Governments (ESTMA) Work with Us Overview Rewards & Benefits A Great Place To Work Stories From Our Employees Recruitment Fraud Current Opportunities News News Canadian News © 2018 VERMILION ENERGY INC. 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