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138 ANNEXURE 5 NOTICE OF SCHEME MEETING PAN PACIFIC PETROLEUM NL ACN NOTICE OF GENERAL MEETING By an order of the Court made on 12 September 2017 pursuant to section 411(1) of the Corporations Act, a meeting of Pan Pacific Petroleum NL (PPP) Shareholders will be held at the Central Park Theatrette, St Georges Terrace, Perth WA 6000 on 16 October 2017 at 2.00pm (WST). The Court has directed that Mr Scott Gibson act as chairman of the Scheme Meeting or failing him Mr Michael Bowen, and has directed the chairman to report the results of the Scheme Meeting to the Court. Purpose of Meeting The purpose of the Scheme Meeting is to consider and, if thought fit, to approve (with or without modification) the Scheme. To enable you to make an informed voting decision, important information on the Scheme is set out in the Scheme Booklet. This Notice of Scheme Meeting should be read in conjunction with Scheme Booklet. Terms and abbreviations used in this Notice of Scheme Meeting are defined in the Scheme Booklet unless the context requires otherwise. AGENDA Approval of the Scheme To consider and, if thought fit, to pass with or without amendment, the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act: "That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Pan Pacific Petroleum NL and the holders of its ordinary shares as contained in and more particularly described in the Scheme Booklet of which the Notice of Scheme Meeting forms part, is approved, and the directors of Pan Pacific Petroleum NL are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Scheme with any such alterations or conditions." Dated: 12 September 2017 By order of the Court Peter Fitzpatrick Company Secretary 284

139 EXPLANATORY NOTES These notes should be read in conjunction with this Notice of Scheme Meeting. 1. REQUIRED VOTING MAJORITY The Scheme Resolution must be passed at a meeting by: (a) (b) unless the Court orders otherwise, a majority in number (more than 50%) of eligible PPP Shareholders, who are present and voting, either in person or by proxy, attorney or in the case of a corporation its duly appointed corporate representative; and at least 75% of the votes cast on the resolution. The Court has the discretion under section 411(4)(a)(ii)(A) of the Corporations Act to approve the Scheme if it is approved by at least 75% of the votes cast on the Scheme Resolution but not by a majority in number of PPP Shareholders (other than Excluded Shareholders) present and voting at the Scheme Meeting. Voting at the Scheme Meeting will be by poll rather than by a show of hands. 2. COURT APPROVAL In accordance with section 411(4)(b) of the Corporations Act, the Scheme (with or without alteration or conditions) is subject to approval of the Court. If the Scheme Resolution is approved by the Requisite Majority, and the relevant conditions of the Scheme (other than approval by the Court) are satisfied, or waived, by the time required under the Scheme, PPP intends to apply to the Court for the necessary orders to give effect to the Scheme. 3. ENTITLEMENT TO VOTE The Court has determined that, for the purposes of the Scheme Meeting, if you are a PPP Shareholder (other than an Excluded Shareholder) as at 5.00pm (WST) on 14 October 2017, you will be entitled to vote on the Scheme Resolution at the Scheme Meeting. 4. HOW TO VOTE PPP Shareholders entitled to vote at the Scheme Meeting can vote: (a) by attending the Scheme Meeting and voting in person; (b) (c) by appointing an attorney to attend the Scheme Meeting and vote on their behalf, or, in the case of corporate shareholders, a corporate representative to attend the Scheme Meeting and vote on its behalf; or by appointing a proxy to attend the Scheme Meeting and vote on their behalf, using the Proxy Form. A personalised Proxy Form accompanies the Scheme Booklet. The Proxy Form contains full details of how to appoint persons and how to sign and lodge the voting form. To be valid, Proxy Forms must be received by 2.00pm (WST) on 14 October Pan Pacific Petroleum NL SCHEME BOOKLET 285

140 Voting in Person PPP Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the Scheme Meeting to allow for registration for the Scheme Meeting. Please bring your meeting registration forms with you to facilitate admission to the Scheme Meeting. The meeting registration form for the Scheme Meeting is the Proxy Form. Voting by attorney or corporate representative PPP Shareholders who have appointed an attorney or corporate representative to attend and vote at the Scheme Meeting should ensure that their attorney or corporate representative arrives at the venue 30 minutes prior to the time designated for the Scheme Meeting to allow for registration for the Scheme Meeting. A person attending as an attorney should bring the original power of attorney or a certified copy, unless you have already provided a certified copy of the power of attorney to PPP. A person attending as a representative of a corporate shareholder must present satisfactory evidence of his or her appointment to attend on behalf of that shareholder unless previously lodged with PPP's Share Registry. Voting by proxy A PPP Shareholder entitled to attend and vote at the Scheme Meeting may appoint a proxy. A member entitled to cast two or more votes may appoint not more than two proxies. Each proxy will have the right to vote on the resolution to be put to the Scheme Meeting and also to speak at the Scheme Meeting. The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and if the appointment does not specify the proportion or number of the PPP Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a PPP Shareholder. If a proxy is not directed how to vote any item of business, the proxy may vote or abstain from voting, as that person thinks fit. If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the shareholder's behalf on the poll, and the PPP Shares the subject of the proxy appointment will not be counted in computing the required majority. PPP Shareholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the Scheme Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Scheme Meeting, the chairman of the Scheme Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the chairman of the Scheme Meeting, the company secretary of PPP or any director of PPP which do not contain a direction will be used to support the resolution to approve the Scheme. Jointly held securities If the PPP Shares are jointly held, only one of the joint PPP Shareholders is entitled to vote. If more than one PPP Shareholder votes, only the vote of the PPP Shareholder whose name appears first in the Register will be counted. Completed Proxy Forms must be: posted in the envelope provided, hand delivered or faxing it to the Share Registry: Mail to: Pan Pacific Petroleum NL C/- LINK Market Services Limited 286

141 Locked Bag A14, Sydney South NSW 1235 Hand deliver to: Pan Pacific Petroleum NL C/- LINK Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138 Fax to: lodged online at instructions as follows: Select 'Investor Login' and login to your portfolio or enter Pan Pacific Petroleum NL or the ASX code PPP in the issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click 'Login' to your single holding. Select the 'Voting' tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website. in each case so that they are received by no later than 2.00pm on 14 October Proxy Forms received after this time will be invalid. The Proxy Form must be signed by the PPP Shareholder or the PPP Shareholder's attorney. If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received at the same time as the Proxy Form, unless you have already provided a certified copy of the power of attorney to PPP. Proxies given by corporations must be executed in accordance with the Corporations Act. If you complete and return a Proxy Form, you may still attend the Scheme Meeting in person, revoke the proxy and vote at the Scheme Meeting. Pan Pacific Petroleum NL SCHEME BOOKLET 287

142 Corporate Directory Directors Mr Peter Sullivan Mr Grant Worner Mr Patrick Burke Company Secretary Mr Peter Fitzpatrick Registered and Corporate Office Level 9, 45 Clarence Street Sydney NSW 2000 Tel: Fax: Independent Expert BDO Corporate Finance (WA) Pty Ltd 38 Station Street Subiaco WA 6008 Australian Legal Advisers DLA Piper Australia Central Park, Level St Georges Terrace Perth WA 6000 Tel Fax Share Registry Link Market Services 1A Homebush Bay Drive Rhodes NSW 2138 Tel: Fax: Stock Exchange Listing Australian Securities Exchange ASX Code: PPP 288

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