TransGlobe Energy Corporation

Charter of Governance and Nominating Committee

Our Governance and Nominating Committee Charter outlines the specific roles and duties of the Committee's members.

GENERAL FUNCTIONS, AUTHORITY, AND ROLE

The Governance and Nominating Committee is a committee of the Board of Directors appointed to assist the Board in (1) identifying new individuals qualified to become Board of Director members, (2) provide a list of Board nominees for each annual meeting of the Company, (3) ensure that each of the Audit, Compensation and Governance and Nominating Committees of the Board of Directors adhere to their respective charters, and (4) review on an annual basis the corporate governance policies and procedures of the Company.

MEMBERSHIP

The membership of the Governance and Nominating Committee shall be as follows:

• the Committee shall consist of a minimum of three members of the Board of Directors, appointed annually, each of whom is affirmatively confirmed as independent by the Board of Directors, with such affirmation disclosed in the Company's annual circular.
• The membership of the Committee shall meet all independence requirements of the Toronto Stock Exchange or similar requirements of such other securities exchange or quotation system or regulatory agency as may from time to time apply to the Company.
• The Board shall elect, by a majority vote, one member as Chairperson.
• A member of the Committee may not, other than in his or her capacity as a member of the Governance and Nominating Committee, the Board of Directors, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company.

RESPONSIBILITIES

The responsibilities of the Nominating and Governance Committee shall be as follows:

Frequency of Meetings

• Meet as often as may be deemed necessary or appropriate in its judgment but not less than once a year, either in person or telephonically, with its Chairperson to set and circulate an agenda prior to meeting.

Reporting Responsibilities

• Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate.

Charter Evaluation

• Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

Annual Board Nominations

• Identify, review the qualifications of, and recommend to the Board of Directors possible nominees for, the Board of Directors to be proposed in management's proxy circular for election or re-election at each annual general meeting.
• Identify, review the qualifications of and recommend to the Board of Directors possible candidates to fill vacancies on the Board of Directors and Board committees between annual general meetings.
• Engage, upon approval of fees and terms by the full Board of Directors, outside advisors to conduct searches.

Director Assessment

• Assess Directors on an ongoing basis and oversee the effective functioning of the Board of Directors, including the orientation and education of new recruits to the Board of Directors.

Committee Assessment

• Assess the Board's Committee structure on an ongoing basis and recommend changes where appropriate.

Independence

• To take initiatives, at such times as are desirable or necessary, to ensure that the Board of Directors can function independently of management, including without limitation recommending to the Board of Directors mechanisms, including the appointment of a committee of Directors independent of management, to allow Directors who are independent of management an opportunity to discuss the Company's affairs in the absence of management.
• In appropriate circumstances, where deemed necessary by the Committee to assist a Director in overseeing management of the Company, but not for the purpose of enabling a Director to participate in the day to day management of the Company, to authorize the engagement of outside advisers by individual Directors at the Corporation's expense.

Relationship Management

• Oversee the relationship between management and the Board of Directors and to recommend improvements in such relationship to the Board of Directors.

Annual Reviews and Recommendations

• Review the size and composition of the Board of Directors and Committee structure/function, with a view to promoting effectiveness and efficiency.
• Review the appropriateness of the committees of the Board of Directors, their charters, mandates and responsibilities and the allocation of Directors to the committees.
• Review the appropriateness of the terms of the mandate and responsibilities of the Board of Directors.
• Review the appropriateness of the duties and responsibilities of the Chairperson of the Board.

General

• Undertake such other initiatives as are needed to assist the Board of Directors in providing efficient and effective corporate governance for the benefit of shareholders.

Amendments to Charter

• Annually review this charter and propose amendments to be ratified by a simple majority of the Board of Directors.