NORSK TILLITSM ANN ASA W AVw.tm stee.no

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1 NORSK TILLITSM ANN ASA W AVw.tm stee.no Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Norsk Tillitsmann ASA. To the bondholders in: ISIN NO FRN Interoil Exploration and Production ASA Senior Secured Callable and Putable Bond Issue 2007/2012 Oslo, 16 March 2010 Proposal to consent to the separate petition for the enforcement of the Loan Security by certain of the Bondholders against Interoil Exploration and Production ASA - Summons to Bondholder s Meeting 1. BACKGROUND 1.1 Enforcement of the Loan Security Norsk Tillitsmann ASA ( NTM / Norsk Tillitsmann ) is appointed loan trustee for the holders of bonds (the Bondholders ) in the above mentioned loan with ISIN NO (the Loan ), established under the loan agreement dated 27 April 2007 (the Loan Agreement ) with Interoil Exploration and Production ASA as borrower (the Borrower ). All capitalized terms used herein shall have the meaning assigned to them in the Loan Agreement unless otherwise stated in this summons. The Borrower failed to make repayment of the instalment of the Loan on the Payment Date falling on 5 May 2009, as required by Clause 10.1 of the Loan Agreement. The Borrower remains in default under the Loan Agreement, and Norsk Tillitsmann initiated the Enforcement Proceedings for the enforcement of the Loan Security on 15 January Reference is made to the summons to the Bondholders Meeting dated 3 February 2010, and the resolutions of the Bondholders Meeting on 15 February Recent developments By a decision from the Enforcement Officer of Asker and Bærum dated 25 February 2010, the petition from Norsk Tillitsmann for the forced sale of the shares in the companies Interoil M AILING ADDRESS P.O.B O X I VIKA, N -O I l6 OSLO LO CATIO N HAAKON VII GATE I, OSLO, NORWAY phone fax org.nr no MVA mail@trustee.no

2 l l l f «* N O R SK T IL L IT SM A N N ASA Exploration and Production Latin AméfrlchAS, Interoil Exploration and Production Africa AS, and Interoil Exploration and Production Ghana AS (together the Shares ), was denied. The Enforcement Officer found that Norsk Tillitsmann is not entitled pursuant to Section 4-6, Subsection lo f the Enforcement Act. According to the Enforcement Officer s reasoning, Norsk Tillitsmann is granted power by the share pledge agreement to request enforcement of the Shares, but this must be interpreted as on behalf of the bondholders and does not award Norsk Tillitsmann the position of entitled in the sense of the Enforcement Act. The Enforcement Officer s decision is based on the enforceable claim and the security interest in the Shares both being vested with the Bondholders. From the Enforcement Officer s reasoning we quote: The owners of the bonds become bound by the loan agreement and grant an authority to Norsk Tillitsmann on subscription to the bonds. In the agreement, Norsk Tillitsmann is referred to as the Loan Trustee. [ ] This means that, on disbursement o f the loan to the borrower, the bondholders become the owners o f both the secured claim and the security interest itself. As a consequence the Enforcement Officer finds that only the Bondholders are entitled pursuant to the Enforcement Act to request the forced sale of the Shares. The decision of the Enforcement Officer has been appealed to the courts of first instance by a complaint from Norsk Tillitsmann dated 9 March 2010 (the Complaint ). In order to avoid further delay in the enforcement proceedings, GLG Pendragon Event Driven Fund, GLG Atlas Macro Fund, GLG Atlas Value & Recovery Fund, QVT Fund LP and Quintessence Fund L.P and any of their successors as the case may be (together the GLG/QVT Funds ) are prepared to file a petition for the forced sale of the Shares in their own names, in parallel to the Complaint. 1.3 Separate filing for enforcement proceedings by the Bondholders It is proposed that the Bondholders meeting authorises the filing of a separate petition for a forced sale of the Shares from one/ more of the Bondholders directly, provided that the principle of equality among the Bondholders is maintained and the enforcement proceedings are for the benefit of all the Bondholders. In order to ensure that the enforcement proceedings are opened by the Enforcement Officer of Asker and Bserum, the GLG/QVT Funds are prepared to file a petition for the forced sale of the Shares from the GLG/QVT Funds directly, as creditors under the Loan Agreement and entitled pursuant to the share pledge agreement (the Separate Enforcement ). It is proposed that the Bondholders meeting consents to the separate petition for the enforcement of the Loan Security against the Borrower, filed by the GLG/QVT Funds and any of the other Bondholders jointly. -2-

3 'Hl# NORSK TILLITSMANN ASA In order for any other Bondholders to, in their own discretion and in their own names, join the Separate Enforcement as claimants, the joining Bondholders must (i) accept the petition, in the form prepared for the Separate Enforcement, and (ii) procure the necessary information and documentation to ensure that the petition may be filed at the end of business the day after the Bondholders meeting. Any joining Bondholders are asked to contact Norsk Tillitsmann ASA as soon as possible, and no later than 12 Noon CET the day after the Bondholders meeting, to present ownership documentation and other required information, and receive necessary information on the petition, in order to facilitate the filing of the joint petition at the end of business the day after the Bondholders meeting. Furthermore, it is proposed the Bondholders meeting approves any additional filing of separate enforcement petitions made by any of the Bondholders (other than the GLG/QVT Funds), in their own discretion, against the Borrower. With respect to the recovery of any fees, costs and expenses incurred by Norsk Tillitsmann or any of the Bondholders in connection with the enforcement petitions, such costs and expenses are to be recovered and reimbursed as, and to the extent, provided for by the Loan Agreement, the share pledge agreement of 2 May 2007 and applicable law. In order to ensure that the distribution of the sales proceeds from the forced sale of the Shares is for the benefit of all the Bondholders in the Loan, it is proposed that the Bondholders meeting authorises Norsk Tillitsmann to, on behalf of the Bondholders, (i) file with the Enforcement Officer the total outstanding claim under the Loan Agreement, including accrued interest, default interest, costs and expenses to the enforcement authorities, and (ii) accept and receive payment from the forced sale of the Shares. 2. THE PROPOSAL Norsk Tillitsmann proposes the following resolution (Norwegian translation for the purpose of documentation before the Norwegian courts): (a) (b) (c) (d) The Bondholders meeting consents to the GLG/QVT Funds, and any other joining bondholders, separate petition for the forced sale of the Shares against the Borrower The Bondholders meeting approves the additional filing of separate enforcement petitions made by any of the other Bondholders, in their own discretion, against the Borrower. Bondholders meeting authorises Norsk Tillitsmann to, on behalf of the Bondholders, file the total outstanding claim under the Loan Agreement, including accrued interest, default interest, costs and expenses to the enforcement authorities in connection with the settlement and distribution of the sales proceeds from the forced sale of the Shares. Bondholders meeting authorises Norsk Tillitsmann to, on behalf of the Bondholders, accept and receive payment from the forced sale of the Shares.

4 (e) N O R SK T IL L IT SM A N N ASA The Bondholders meeting MtHdi'izek' the GLG/QVT Funds, in collaboration and consultation with Norsk Tillitsmann, to instruct, or procure the instruction of an appointed administrator for the enforcement proceedings, including the issuance of a mandatory letter, and to carry out all negotiations which are deemed to be reasonably necessary to protect or pursue the Bondholders' interests. (1) The Bondholders meeting resolves that any fees, costs and expenses incurred by Norsk Tillitsmann or any of the Bondholders in connection with the enforcement petitions, are to be recovered and reimbursed as, and to the extent, provided for by the Loan Agreement, the share pledge agreement of 2 May 2007 and applicable law. Norwegian translation: (a) (b) (c) (d) (e) (f) Obligasjonseierne samtykker til the GLG/QVT Funds, og eventuelle tiltredende obligasjonseiers, begjæring om tvangsdekning av aksjene. Obligasjonseierne samtykker til ytterligere begjæringer om tvangsdekning av aksjene som noen av de øvrige Obligasjonseierne, etter eget skjønn, fremmer mot låntager. Obligasjonseierne gir Norsk Tillitsmann fullmakt til å, på vegne av obligasjonseierne, melde det totale utestående kravet under låneavtalen, inkludert renter, forsinkelsesrenter og kostnader til namsmyndighetene i forbindelse med oppgjør og fordeling av salgsutbytte fra tvangssalget av aksjene. Obligasjonseierne gir Norsk Tillitsmann fullmakt til, på vegne av obligasjonseierne, akseptere og motta betaling/ salgsprovenyet fra tvangssalget av aksjene. Obligasjonseierne gir the GLG/QVT Funds fullmakt til, i samråd med Norsk Tillitsmann, å instruere eller besørge instruksjon en av oppnevnt medhjelper i tvangssalget (Separate Enforcement), herunder utstede mandatbrev, og gjennomføre alle forhandlinger som anses nødvendige for å ivareta Obligasjonseiernes interesser. Obligasjonseierne vedtar at alle honorarer, utgifter og kostnader, og andre omkostninger ved inndrivelse av aksjepantet, skal søkes innfordret og refundert på slik mate og i slik grad dette fremfar av låneavtalen, aksjepantavtalen av 2. mai 2007 og gjeldende lov. * * * For more information about the Proposal, please contact Norsk Tillitsmann ASA.

5 NORSK TILLITSMANN ASA 3. BONDHOLDERS MEETING Bondholders are hereby summoned to a Bondholders meeting: Time: Place: 25 March 2010 at 13:00 hours (Oslo time), The premises of Norsk Tillitsmann ASA, Haakon VIIs gt 1, 0161 Oslo - 5th floor Agenda: 1. Approval of the summons. 2. Approval of the agenda. 3. Election of two persons to co-sign the minutes together with the chairman. 4. Consent to certain proposals: It is proposed that the Bondholders meeting resolve the following: The Bondholders meeting approves the Proposal as described in clause 2 in the summons to this Bondholders meeting. To approve the above resolution, Bondholders representing at least 1/2 of the Bonds represented in person or by proxy at the meeting must vote in favour of the resolution. In order to have a quorum, at least 5/10 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged. Please find attached a Bondholder s Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder s Form will serve as proof of ownership of the Bonds and of the voting rights at the bondholders meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the Bonds, (ii) the aggregate nominal amount of the Bonds and (iii) the account number in VPS on which the Bonds are registered.) PLEASE NOTE: Bonds that were drawn and marked for redemption as part of the USD instalment that was due in May 2009 (the Drawn Bonds ) may not show correctly on the subsequent statements. Bondholders may however vote also for the Drawn Bonds. Bondholders affected holding their Bonds through the Norwegian securities register should receive separate voting forms for the Drawn Bonds together with this summons. Bondholders affected with Bonds held through Euroclear (or similar) may also vote for their Drawn Bonds, but will have to submit documentation that shows their holdings of Drawn Bonds, for instance a copy of the notification that the bonds were drawn for redemption

6 NORSK TILLITSMANN ASA The individual bondholder may authorise Norsk Tillitsmann to vote on its behalf, in which case the Bondholder s Form also serves as a proxy. A duly signed Bondholder s Form, authorising Norsk Tillitsmann to vote, must then be returned to Norsk Tillitsmann in due time before the meeting is scheduled (by scanned , telefax or post - please see the first page of this letter for further details). In the event that Bonds have been transferred to a new owner after the Bondholder s Form was made, the new Bondholder must bring to the Bondholders meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds. For practical purposes, we request those who intend to attend the bondholders meeting, either in person or by proxy other than to Norsk Tillitsmann, to notify Norsk Tillitsmann by telephone or by (at set out at the first page of this letter) within 16:00 hours (4 pm) (Oslo time) the Banking Day before the meeting takes place. Y< >Ws sincere)^ Norsk TiUitsmann ASA Jens Samuelsen - 6 -