Ophir Energy plc Notice of the 14th Annual General Meeting

Transcription

1 Ophir Energy plc Notice of the 14th Annual General Meeting To be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ On 16 May 2018 at 12.00p.m. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION THIS DOCUMENT GIVES NOTICE OF THE 14TH ANNUAL GENERAL MEETING OF OPHIR ENERGY PLC AND SETS OUT RESOLUTIONS TO BE VOTED ON AT THE MEETING. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT A STOCKBROKER, SOLICITOR, ACCOUNTANT, OR OTHER APPROPRIATE INDEPENDENT PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR SHARES IN OPHIR ENERGY PLC, PLEASE PASS THIS DOCUMENT TOGETHER WITH THE ACCOMPANYING DOCUMENTS AT ONCE TO THE PURCHASER OR TRANSFEREE, OR TO THE PERSON WHO ARRANGED THE SALE OR TRANSFER SO THAT THEY CAN PASS THESE DOCUMENTS TO THE PERSON WHO NOW HOLDS THE SHARES. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ONLY PART OF YOUR HOLDING OF SHARES, YOU SHOULD RETAIN THESE DOCUMENTS.

2 Ophir Energy plc Level Victoria Street London SW1E 6DE Registered in England and Wales No: March 2018 Dear Shareholder Notice of Annual General Meeting I am pleased to be writing to you, on behalf of the Board of Directors, with details of the 14th Annual General Meeting (the AGM) of Ophir Energy plc (the Company) which will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Wednesday 16 May 2018 at 12.00p.m. The doors will open at 11.30a.m. and tea and coffee will be served before the meeting. The formal notice of the AGM is set out on pages 7 to 8 of this document (the Notice). Voting at the AGM In order for the voting preferences of all shareholders to be taken into account, and not only those who can physically attend, the Company will conduct a poll vote on all resolutions put to the AGM. If you would like to vote on the resolutions being put to the AGM but cannot attend in person, please complete and return the Form of Proxy sent with this Notice as soon as possible. Alternatively, you can vote online by visiting the website of the Company s Registrar, Equiniti Limited, at The return of the Form of Proxy by post or registering your vote online will not prevent you from attending the AGM and voting in person should you so wish. To be valid, the Form of Proxy or online voting instruction must be received by the Company s Registrars, Equiniti Limited, no later than 12.00p.m. on Monday 14 May CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 on page 9. The results of the poll will be released to the market and published on the Company s website as soon as practicable after the conclusion of the AGM. Resolutions Details of the resolutions to be proposed at the AGM are given below. Resolutions 1 to 13 and 18 are being proposed as ordinary resolutions and for each of these resolutions to be passed, more than 50% of the votes cast must be in favour of the resolutions. Resolutions 14 to 17 are being proposed as special resolutions. In order for special resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution. Ordinary Business Resolution 1: Annual Report and Accounts The Directors are required to present their Report and that of the Auditor, together with the audited annual accounts for the year ended 31 December 2017 (the Annual Report and Accounts), to the meeting. This gives shareholders the opportunity to ask questions on the content before voting. The Company s Annual Report and Accounts can be found on the Company s website at Resolution 2: Approval of the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration Resolution 2 seeks shareholder approval for the Annual Statement by the Chairman of the Remuneration Committee, and the Annual Report on Remuneration which can be found on pages 70 to 71, and 79 to 87 (inclusive) respectively of the Annual Report and Accounts. The Annual Report on Remuneration gives details of the implementation of the Company s current remuneration policy that was approved at the Company s annual general meeting in 2016 in terms of the payments made to the Directors in connection with their performance and that of the Company during the year ended 31 December Shareholders must be given the opportunity to approve the Annual Report on Remuneration. In accordance with these requirements, this is an advisory vote. The Company s Auditors during the year, Ernst & Young LLP, have audited those parts of the Annual Report on Remuneration that are required to be audited and their report may be found on pages 89 to 96 inclusive of the Annual Report and Accounts. Election of Directors The provisions of the UK Corporate Governance Code state that all directors of FTSE 350 companies should be subject to annual re-election by shareholders. All Directors in place as at the date of this Notice will therefore offer themselves for re-election at the AGM. The Nomination Committee has reviewed the performance of each Director now standing for re-election and, having considered the complementary skills and expertise brought by each to the Board, believes that they continue to make an effective contribution and demonstrate commitment to their roles. The Board as a whole is content that each Non-Executive Director offering himself or herself for re-election is independent in character and judgement and that there are no relationships or circumstances likely to affect that independence. 2 Ophir Energy plc

3 Resolution 3: William (Bill) Schrader, Chairman of the Board Bill Schrader was appointed as a Non-Executive Director in February 2013 and became Company Chairman on 30 April He is the Chairman of the Nomination Committee and is a member of the Technical and Reserves Committee, Remuneration Committee and Corporate Responsibility Committee. Bill Schrader has over 30 years experience working at BP plc, including as Chief Executive of several country operations, as President of the Azerbaijan International Operating Company and as Chief Operating Officer of TNK-BP. Bill Schrader is a Non-Executive Chairman of Bahamas Petroleum Company plc and Non-Executive Director of the Hess Corporation. Bill Schrader holds a BSc in Chemical Engineering from the University of Cincinnati and an MBA from the University of Houston. Resolution 4: Dr Nicholas (Nick) Cooper, Chief Executive Officer Dr Nick Cooper was appointed as an Executive Director and Chief Executive in June He is a member of the Technical and Reserves Committee and the Nomination Committee. Prior to joining Ophir, Nick Cooper was Chief Financial Officer and co-founder of Salamander Energy plc. He began his career as a geophysicist with BG and Amoco before joining Booz-Allen & Hamilton. From he was a member of the oil and gas team at Goldman Sachs. In September 2014 Nick Cooper was appointed as Non-Executive Director of Siccar Point Energy Limited. Nick Cooper has a BSc in Geophysical Sciences from the University of Leeds, a PhD in Exploration Geophysics from the University of Leicester and an MBA from INSEAD. Resolution 5: Anthony (Tony) Rouse, Chief Financial Officer Tony Rouse was appointed as an Executive Director and Chief Financial Officer in January Tony Rouse joined Ophir in October 2014, and has over 30 years experience in the Upstream Oil and Gas industry including 13 years of assignments in Europe, Africa, Asia and South America. He started his career with BP, before moving to LASMO plc, Premier Oil and Salamander Energy plc where he was Group Financial Controller for nine years. He is a Fellow of the Chartered Certified Accountants. Resolution 6: Dr Carol Bell, Senior Independent Director Dr Carol Bell was appointed to the Board in March 2015 and as Senior Independent Director on 31 March She is Chairman of the Corporate Responsibility Committee and a member of the Audit Committee and Nomination Committee. She has over 35 years of experience in the energy industry having enjoyed a successful career in the City, most recently as a Managing Director of Chase Manhattan Bank s Global Oil & Gas Group. Carol Bell currently sits on the Boards at Petroleum Geo-Services ASA, Bonheur ASA and Tharisa plc. She is also a Non-Executive Director of the BlackRock Commodities Income Investment Trust plc and sits on the board of the Development Bank of Wales, the venture capital arm of the Welsh Government. Carol Bell holds an MA in Natural Sciences from the University of Cambridge and a PhD in Archaeology from University College London. Carol Bell is a trustee of the Renewable Energy Foundation (a UK think tank), the National Museum of Wales, The Wales Millennium Centre, The British School at Athens, and the Institute for Archaeometallurgical Studies and is a member of the Council of Cardiff University. Resolution 7: Alan Booth, Independent Non-Executive Director Alan Booth was appointed as a Non-Executive Director in April He is the Chairman of the Technical and Reserves Committee and a member of the Remuneration Committee, Corporate Responsibility Committee and Audit Committee. Alan Booth has 30 years experience in oil and gas exploration at Amerada Hess, Oryx Energy and Encana. Alan Booth was also the Founder and CEO of Encore Oil plc and, more recently, the Founder and Director of Encounter Oil Ltd. Alan Booth holds a BSc in Geology from the University of Nottingham and MSc. Dic. in Petroleum Geology from the Royal School Mines, Imperial College. He is a former president of the UK Offshore Operators Association and is currently a director of the Oil and Gas Independents Association. Resolution 8: Vivien Gibney, Independent Non-Executive Director Vivien Gibney was appointed as a Non-Executive Director in August She is the Chairman of the Remuneration Committee and a member of the Corporate Responsibility Committee and Nomination Committee. Vivien Gibney has 25 years experience as counsel in the upstream oil and gas industry, including roles with Mobil Oil and Enterprise Oil. Whilst at Enterprise Oil, she set up the legal department and held the positions of General Counsel, Company Secretary and Head of HR. Vivien Gibney has held a number of non-executive board positions in the voluntary sector and in listed companies. More recently, she was a member of the Board of Directors of Encore Oil plc where she chaired the Remuneration Committee. Vivien Gibney is a barrister with an LLB and received an Honorary Fellowship in Petroleum Law from the University of Dundee. Resolution 9: David Davies, Independent Non-Executive Director David Davies was appointed as a Non-Executive Director in August He is Chairman of the Audit Committee and a member of the Remuneration Committee. He has over 35 years of experience as a financial professional having enjoyed a successful career as the Chief Financial Officer and Deputy Chairman of the Executive Board at OMV Aktiengesellschaft as well as serving as Group Finance Director for both Morgan Crucible Company plc and London International Group plc. David currently sits on the Boards at Wienerberger AG and Uniper SE. He is a member of the Senior Advisory Board at First Alpha Energy Capital LLP and will join the Board of Petrofac Plc as a Non-Executive Director at their AGM in May David is a Chartered Accountant with a BA(Hons) in Economics from the University of Liverpool and an MBA from the Cass Business School. Resolution 10: Dr Carl Trowell, Independent Non-Executive Director Dr Carl Trowell was appointed as a Non-Executive Director in August He is a member of the Nomination Committee, Corporate Responsibility Committee and Technical and Reserves Committee. Carl has been the President and Chief Executive Officer of Ensco plc since June Prior to joining Ensco plc, Carl was President of Schlumberger Integrated Project Management (IPM) and Schlumberger Production Management (SPM) businesses that provide oil and gas project solutions from rig and field management, to well construction, and production. He was promoted to this role after serving as President Schlumberger WesternGeco Ltd where he managed more than 6,500 employees with operations in 55 countries. Carl began his professional career as a petroleum engineer with Shell before joining Schlumberger. Carl holds a BSc in Geology from Imperial College London, a PhD in Earth Sciences from the University of Cambridge and an MBA from the Open University. Resolution 11: Re-appointment of the Auditor UK company legislation requires that shareholders re-appoint the external auditor at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting. Following a review of the work undertaken by Ernst & Young LLP and on the recommendation of the Audit Committee, the Board is proposing the re-appointment of Ernst & Young LLP. Ernst & Young LLP have expressed their willingness to continue in office for a further year. Notice of AGM

4 Resolution 12: Auditor s Remuneration If authorised by shareholders, the Directors may set the remuneration payable to the external auditor and this resolution proposes the renewal of the current authority to do so. Details of the remuneration paid to the external auditor during the year ended 31 December 2017 may be found in the Annual Report and Accounts. The Audit Committee has adopted a policy which clearly identifies permitted and prohibited services from the external auditor. The policy also sets out the procedure to be followed for the approval of all audit and non-audit services and specifies that all engagements with an expected fee in excess of US$100,000 require the prior approval of the Audit Committee. Special Business Resolution 13: Authority to allot securities Resolution 13, which is an ordinary resolution, would renew the authority currently held by the Directors to allot Ordinary shares in the Company up to an amount approximately equal to two-thirds of the issued Ordinary share capital of the Company exclusive of those shares held in treasury. The authority in paragraph (a) of Resolution 13 would allow the Directors a general authority to allot new Ordinary shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum aggregate nominal amount equal to 588,590 (representing 235,436,000 Ordinary shares of 0.25 pence each). This amount represents approximately one-third of the Company s total issued Ordinary share capital (excluding treasury shares), as at 15 March 2018, being the latest practicable date before publication of this document (the LPD). The authority in paragraph (b) of Resolution 13 would allow the Directors to allot new shares and rights to subscribe for, or convert other securities into, shares only in connection with a rights issue in favour of holders of equity securities up to a further nominal amount equal to 588,590 (representing 235,436,000 Ordinary shares of 0.25 pence each). This amount represents approximately one-third of the Company s total issued Ordinary share capital (excluding treasury shares) as at 15 March 2018, being the LPD. This is in line with the Investment Association s Share Capital Management Guidelines issued in July As at 15 March 2018, being the LPD, the Company held 39,710,823 treasury shares representing 5.62% of the total number of Ordinary shares in issue, excluding treasury shares, at that date. The Board has no current plans to undertake a rights issue or to allot new shares other than to fulfil the Company s obligations in connection with employee share and incentive plans. However, the Board considers it desirable that the Company has the maximum flexibility permitted by corporate governance guidelines in managing the Group s capital resources and responding to market developments. If this Resolution is passed, the authority will remain in force until 30 June 2019 or the conclusion of the Company s annual general meeting in 2019, whichever is the earlier. Resolutions 14 and 15: Authority to allot securities for cash other than on a pre-emptive basis Resolutions 14 and 15 are proposed as special resolutions. If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are first offered to shareholders in proportion to their existing holdings. The Pre-Emption Group s Statement of Principles were last updated in March They support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than 5% of issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments. Accordingly, the purpose of paragraph (a) of Resolution 14, which is conditional on the passing of Resolution 13, is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by paragraph (a) of Resolution 13, including the sale of any shares held in treasury for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to an aggregate nominal amount of 88,288 (representing 35,315,200 Ordinary shares) representing approximately 5% of the total issued Ordinary share capital of the Company, excluding treasury shares (4.73% of the total issued Ordinary share capital of the Company including treasury shares), as at 15 March 2018, being the LPD, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings. The purpose of paragraph (b) of Resolution 14 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (b) of Resolution 13, or to sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with the Investment Association s Share Capital Management Guidelines issued in July The Pre-Emption Group s Statement of Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), and are used only in connection with an acquisition or specified capital investment. The Pre-Emption Group s Statement of Principles defines specified capital investment as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return. 4 Ophir Energy plc

5 Accordingly, the purpose of Resolution 15 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 13, or sell treasury shares for cash, up to a further nominal amount of 88,288 (representing 35,315,200 Ordinary shares), representing approximately 5% of the total issued Ordinary share capital of the Company as at 15 March 2018, being the LPD, exclusive of treasury shares (4.73% of the total issued Ordinary share capital of the Company including treasury shares), only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in Resolution 15 is used, the Company will publish details of its use in its next annual report. The Directors intend to adhere to the provisions in the Pre-emption Group s Statement of Principles and not to allot shares or other equity securities or sell treasury shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 14 in excess of an amount equal to 7.5% of the total issued Ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, other than: (i) with prior consultation with shareholders; or (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The Directors consider the authorities in Resolutions 14 and 15 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. These authorities would remain in force until 30 June 2019 or the conclusion of the Company s annual general meeting in 2019, whichever is the earlier. Resolution 16: Purchase of own shares The Directors are committed to the effective management of the Company s capital resources and in certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 16, which is a special resolution, would renew and increase the authority currently held by the Directors to purchase up to 14.99% of the Company s issued Ordinary share capital (excluding treasury shares), as at 15 March 2018, being the LPD. The resolution would enable the Directors to buy back up to a maximum of 105,875,656 Ordinary shares as at 15 March 2018, being the LPD, and sets the maximum and minimum prices at which these shares may be bought. No ordinary shares were bought back under the current authority. As at 15 March 2018, being the LPD, the Company had options outstanding, granted under all share option schemes operated by the Company, over 16,807,901 Ordinary shares, which, if exercised, would represent 2.38% of the total issued Ordinary share capital of the Company (excluding treasury shares). If the Company were to purchase the maximum number of shares permitted by this Resolution, the options as at 15 March 2018, being the LPD, would increase to 2.80% of the Company s total issued Ordinary share capital (excluding treasury shares). The Company has no warrants in issue in relation to its shares. Pursuant to the Act, the Company is able to hold purchased shares as treasury shares and either resell them for cash, or cancel them either immediately on becoming treasury shares or at a point in the future. The Directors believe that it is desirable for the Company to maintain flexibility and therefore, intend to hold any shares purchased under this authority as treasury shares. Shares held in treasury do not carry voting rights and no dividends will be paid on any such shares. It is also possible for the Company to transfer shares out of treasury for the purposes of satisfying awards under its employee share schemes. If any shares are so used, the Company will include them in the limits on the number of new shares which may be issued by such employee share schemes, as long as this is required under institutional guidance. The Directors have no present intention of exercising the authority to purchase the Company s Ordinary shares but will keep the matter under review. The Directors will exercise the authority conferred pursuant to this resolution only after careful consideration, taking into account the market conditions prevailing at the time, other investment opportunities, the effect on earnings per share and the best interests of shareholders generally. The authority set out in this Resolution will remain in force until 30 June 2019 or the conclusion of the Company s annual general meeting in 2019, whichever is the earlier. Resolution 17: General Meetings The Act requires listed companies to provide shareholders with 21 days notice of any general meeting unless shareholders have approved the calling of general meetings at shorter notice. The notice period for AGMs cannot be reduced in this way. While the Directors do not intend calling general meetings on short notice as a matter of routine, enabling the Board to call general meetings on 14 clear days notice would provide flexibility where that was merited by the business of the relevant meeting. Resolution 17, which is a special resolution, will remain in force until the conclusion of the Company s annual general meeting in The Board intends to renew this authority at each annual general meeting. Notice of AGM

6 Resolution 18: Political Donations Part 14 of the Act requires companies to obtain shareholders authority before making political donations to registered political parties, independent election candidates or other political organisations totaling more than 5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions. The Company s policy is not to make political donations of any sort; however, certain socially responsible activities and attendance at conferences and receptions can be caught by the legal definition. This Resolution is not intended to change the Company s policy of not making political donations within the normal meaning of that expression. However, the definitions included in the relevant provisions of the Act are sufficiently broad for the Company to seek shareholder approval as a precautionary measure to ensure that its usual business activities do not inadvertently contravene the legislation. These activities may include actions undertaken through the Group s social and community related programmes or briefings at receptions or conferences where communicating the Company s views might be vital to its business interests. All such activities are subject to the Company s Code of Conduct and Global Anti-corruption Policy and procedures as reviewed and updated following the implementation of the UK Bribery Act Accordingly, the Directors believe that the authorities contained in this Resolution are necessary to allow the Company (and any subsidiary) to fund activities which are in the interests of its shareholders. Any political expenditure incurred which is in excess of 2,000 will be disclosed in the Company s Annual Report and Accounts for 2018, as required by the Act. The authorities conferred by this Resolution 18, which is an ordinary resolution, will expire on 30 June 2019 or the conclusion of the Company s annual general meeting in 2019, whichever is the earlier. Recommendation The Directors consider that all the resolutions being proposed at this year s AGM will promote the success of the Company and are in the best interests of the Company and its shareholders. The Directors therefore unanimously recommend that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings. Yours sincerely, Bill Schrader Chairman 6 Ophir Energy plc

7 Notice of Annual General Meeting Notice is hereby given that the 14th Annual General Meeting (the AGM) of Ophir Energy plc (the Company) will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Wednesday 16 May 2018 at 12.00p.m. for the following purposes: Resolutions To consider and, if thought fit, to pass Resolutions 1 to 13 and 18 as ordinary resolutions and Resolutions 14 to 17 as special resolutions. Ordinary Business Resolution 1. To receive the Company s Annual Report and Accounts for the financial year ended 31 December 2017 together with the reports of the Directors and Auditor thereon. 2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration as set out in pages 70 to 71 and 79 to 87 of the Annual Report and Accounts for the financial year ended 31 December To re-elect William (Bill) Schrader as a Director of the Company. 4. To re-elect Nicholas (Nick) Cooper as a Director of the Company. 5. To re-elect Anthony (Tony) Rouse as a Director of the Company. 6. To re-elect Carol Bell as a Director of the Company. 7. To re-elect Alan Booth as a Director of the Company. 8. To re-elect Vivien Gibney as a Director of the Company. 9. To re-elect David Davies as a Director of the Company. 10. To re-elect Carl Trowell as a Director of the Company. 11. To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company. 12. To authorise the Directors to set the auditor s remuneration. Special Business 13. That: (a) the authority conferred on the Directors by Article 94.2 of the Company s Articles of Association be renewed and for this purpose: (i) the Section 551 Amount shall be 588,590; and (ii) the Allotment Period shall be the period ending at the conclusion of the Company s annual general meeting in 2019 or 30 June 2019, whichever is the earlier; and (b) the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the Act) to exercise all powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a further nominal amount of 588,590 in connection with an offer by way of a rights issue, such authority to expire at the conclusion of the Company s annual general meeting in 2019 or on 30 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers or enter into agreements which would, or might, require shares to be allotted, or rights to subscribe for, or convert other securities into, shares to be granted after the authority given by this resolution ends. The authorities in this Resolution apply in substitution for all previous authorities pursuant to Section 551 of the Act. For the purposes of the authority in paragraph (b) above, rights issue means an offer to: (i) holders (other than the Company) on the register on a record date fixed by the Directors of Ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory. Notice of AGM

8 Notice of Annual General Meeting continued 14. That, subject to the passing of Resolution 13 above: (a) the authority conferred on the Directors by Article 94.3 of the Company s Articles of Association be renewed for the Allotment Period specified in Resolution 13(a)(ii) and for such period the Section 561 Amount shall be 88,288. Such authority shall be in substitution for all previous powers pursuant to section 561 of the Act; and (b) the Directors be authorised to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority given by paragraph (b) of Resolution 13 above in connection with a rights issue as if section 561(1) of the Act did not apply to such allotment, such power to expire at the conclusion of the Company s annual general meeting in 2019 or at the close of business on 30 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements during this period which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this Resolution ends and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired. For the purposes of this Resolution, rights issue has the same meaning as that set out in Resolution 13 above. 15. That, subject to the passing of Resolution 13 above, and in addition to any authority granted under Article 94.3 of the Company s Articles of Association and Resolution 14 above, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority given by Resolution 13 above and/or to sell Ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment, such authority to be: (a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of 88,288; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the conclusion of the Company s annual general meeting in 2019 or at the close of business on 30 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired. 16. That the Company be generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of Ordinary shares with a nominal value of 0.25 pence each in the Company, on such terms and in such manner as the Directors may from time to time determine, provided that: (a) the maximum aggregate number of Ordinary shares which may be purchased is 105,875,656; (b) the minimum price which may be paid for each Ordinary share is 0.25 pence; and (c) the maximum price which may be paid for each Ordinary share does not exceed the higher of: (i) 105% of the average of the middle-market price of an Ordinary share as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation. This authority shall expire at the conclusion of the Company s annual general meeting in 2019 or 30 June 2019, whichever is the earlier (except in relation to any purchase of shares for which the contract was concluded before such date and which would or might be executed wholly or partly after such date). 17. That the Directors be authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days notice. 18. That in accordance with Part 14 of the Act the Company and any subsidiary of the Company during the period for which this resolution has effect, be authorised to: (a) make political donations to political organisations other than political parties not exceeding 50,000 in total; and (b) incur political expenditure not exceeding 50,000 in total. In each case during the period beginning with the date of passing this Resolution and ending at the conclusion of the Company s AGM in 2019 or 30 June 2019, whichever is the earlier. In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed 50,000. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval. For the purposes of this Resolution, the expressions political donations, political parties, political organisations and political expenditure have the meanings set out in Part 14 of the Act. By order of the Board Philip Laing General Counsel & Company Secretary 8 Ophir Energy plc

9 Explanatory Notes to the business of the AGM 1. Record Date Shareholders registered in the Register of Members of the Company as at 6.30p.m. on Monday 14 May 2018 or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting (excluding non-working days) shall be entitled to attend or vote at the AGM in respect of the shares registered in their name at that time. Changes to entries on the Register of Members after 6.30p.m. on Monday 14 May 2018 will be disregarded in determining the rights of any person to attend or vote at the AGM. 2. Proxies Members are entitled to appoint another person as his/her proxy (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. Members who wish to appoint more than one proxy in respect of their holding may obtain additional Forms of Proxy by contacting the Company s Registrars, Equiniti Limited on or +44 (0) (if calling from overseas calls are charged at standard overseas call rates). Lines are open Monday to Friday 8.30a.m. to 5.30p.m (excluding public holidays in England and Wales). Alternatively, members may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy appointed and the number of Ordinary shares in the Company in respect of which that proxy is appointed. All Forms of Proxy should be returned together in the same envelope. A Form of Proxy is enclosed with this Notice. Completion of the Form of Proxy will not prevent a member from subsequently attending and voting at the AGM in person if they so wish. The Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (i) received by post or (during normal business hours only) by hand at the offices of the Company s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA, United Kingdom or (ii) members may submit their proxies electronically at www. sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number set out in the Form of Proxy, in each case so as to be received by no later than 12.00p.m. on Monday 14 May 2018, being 48 hours before the time appointed for the holding of the AGM (excluding non-working days). 3. Information Rights and Nominated Persons Persons who have been nominated under section 146 of the Act (a Nominated Person) to enjoy information rights do not have a right to vote or appoint a proxy at the AGM and the statements of the rights of members in relation to the appointment of proxies in note 2 above do not apply to Nominated Persons. The rights described in that note can only be exercised by members of the Company. However, a Nominated Person may have the right (under an agreement with the member by whom they were nominated) to be appointed, or to have someone else appointed, as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise that right, they may have a right to give voting instructions to the registered shareholder under any such agreement. 4. Corporate Representatives A corporate shareholder may authorise a person or persons to act as its representative(s) at the AGM. Each such representative may exercise (on behalf of the corporate shareholder) the same powers as the corporate shareholder could exercise if they were an individual shareholder in the Company, provided that they do not do so in relation to the same shares. 5. CREST Proxy Instructions CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 16 May 2018 and any adjournment thereof by following the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear s specifications and must contain the information required for such instruction, as described in the CREST Manual (available at The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer s agent (ID: RA19) by no later than 12.00p.m. on Monday 14 May No message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The CREST Manual is available at CREST members and, where applicable, their CREST sponsors or voting service provider should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company will treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations Notice of AGM

10 Explanatory Notes to the business of the AGM continued 6. Total Voting Rights Holders of the Company s Ordinary shares are entitled to attend and vote at general meetings of the Company. Each Ordinary share entitles the holder to one vote on a poll. As at 15 March 2018, being the LPD prior to the publication of this Notice, the Company s issued share capital consisted of 746,019,407 Ordinary shares, including shares held in treasury. At 15 March 2018, being the LPD, the Company held 39,710,823 shares in treasury. Therefore, the Company has 706,308,584 shares in issue (excluding the shares held in treasury) and this number represents the total voting rights in the Company as at 15 March 2018, being the LPD. 7. Questions Any member attending the AGM has the right to ask questions. The Company must cause any such question relating to the business being dealt with at the AGM to be answered but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. 8. Voting at the AGM Each of the resolutions to be put to the AGM will be voted on by way of a poll and not by a show of hands. In this way, the voting preferences of all shareholders are taken into account, not only those who are able to physically attend the AGM. The results of the poll will be notified to the market in the usual way and published on the Company s website after the meeting. 9. Publication of Audit Concerns Under section 527 of the Act, the Company may be required by members meeting the threshold set out in that section to publish on a website a statement setting out any matter relating to: (i) the audit of the Company s accounts for the year ended 31 December 2017 (including the auditor report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act which they intend to raise at the AGM. The Company may not require the members requesting any such website publication to pay its costs in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website. 10. Shareholder requisition rights Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM; and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company s constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six weeks before the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 11. Display Documents Copies of the service contracts for all Executive Directors and the letters of appointment for the Non-Executive Directors are available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the conclusion of AGM and also at the place of the AGM from 11.45a.m. on the day of the AGM until the conclusion thereof. 12. Information available on the website A copy of this Notice and other information required by section 311A of the Act can be found at Electronic address Please note that shareholders may not use any electronic address provided in this Notice or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated. 10 Ophir Energy plc

11 General Information Location The AGM is being held at the offices of: Linklaters LLP One Silk Street London EC2Y 8HQ Linklaters One Silk Street London EC2Y 8HQ Tel: +44 (20) OLD STREET Old St CITY ROAD T: +44 (0) The location is shown on the map opposite. Transport details Nearest tube stations Moorgate or Barbican Barbican BEECH STREET Linklaters CHISWELL STREET BARBICAN CENTRE FINSBURY Security Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the AGM. Certain items, including cameras and recording equipment will not be permitted in the meeting room. LONDON WALL Moorgate Moorgate CIRCUS Liverpool St Persons who are not shareholders of the Company (or their appointed proxy) will not be admitted to the AGM unless prior arrangements have been made with the Company. Notice of AGM

12 Ophir Energy plc Registered office: Level Victoria Street London SW1E 6DE T +44(0) F +44(0)