PETREL ENERGY LIMITED ACN 125 394 667 (Company) Notice of Annual General Meeting The Annual General Meeting of shareholders of Petrel Energy Limited will be held at the offices of PKF Chartered Accountants Level 10, 1 Margaret Street Sydney NSW 2000 on Monday 29 October 2012 at 10am (Sydney time). BUSINESS Financial, Directors and Auditor s Reports To receive and consider the Financial Report of the Company, the Directors Report and the Auditors Report for the financial year ended 30 June 2012 in accordance with Section 317 of the Corporations Act 2001. A copy of the 2012 Annual Report may be obtained from the Company s website www.petrelenergy.com/. Ordinary Resolutions To consider and, if thought fit, to pass the following ordinary resolutions: 1. Resolution 1: Adoption of the Remuneration Report That the Remuneration Report contained in the Directors Report of the 2012 Annual Report be adopted. 2. Resolution 2: Re-election of Mr Alexander Sundich That Mr Alexander Sundich, who retires under the Company s constitution and being eligible offers himself for re-election, is re-elected as a Director. 3. Resolution 3: Adoption of Employee Incentive Plan That for the purpose of ASX Listing Rule 7.2 (Exception 9(b)) and all other purposes, approval is given for the issue from time to time of securities under the Petrel Energy Limited Employee Incentive Plan, tabled at the meeting and initialled by the Chairman for the purposes of identification. 4. Resolution 4: Approval of Employee Incentive Plan Shares for Mr David Casey That for the purpose of ASX Listing Rules 10.14 and all other purposes, approval is given for the issue under the Petrel Energy Employee Incentive Plan of 5,500,000 fully paid ordinary shares in the capital of the Company to Mr David Casey, the Managing Director of the Company.
5. Resolution 5: Approval of Employee Incentive Plan Shares for Mr Russell Langusch That for the purpose of ASX Listing Rules 10.14 and all other purposes, approval is given for the issue under the Petrel Energy Employee Incentive Plan of 1,500,000 fully paid ordinary shares in the capital of the Company to Mr Russell Langusch, an Executive Director of the Company. 6. Resolution 6: Approval to issue up to 100,000,000 fully paid ordinary shares That for the purpose of Listing Rule 7.1 and all other purposes, approval is given for the Company to issue up to 100,000,000 fully paid ordinary shares in the capital of the Company within three months from the date of approval of this resolution at a price not lower than a 20% discount to the average market price of the Company's ordinary shares over the last five (5) days on which sales are recorded before the issue is made. Voting Restrictions Corporations Act Key Management Personnel Voting Restrictions Resolution 1 The Company will, in accordance with section 250R of the Corporations Act 2001, disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel of the Company or a closely related party of such a member. However, the Company need not disregard a vote if: (a) (b) the person votes as a proxy by writing that specifies how the person is to vote on the resolution; or the voter is the chair of the meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company. Resolutions 3, 4 and 5 The Company will, in accordance with section 250BD of the Corporations Act 2001, disregard any votes cast on Resolutions 3, 4 and 5 by a person appointed as a proxy if the person is either a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report or a closely related party of such a member. However, the Company need not disregard a vote if: (a) (b) the person votes as a proxy by writing that specifies how the person is to vote on the resolution; or the voter is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company. Listing Rule Voting Exclusion Statements Resolution 3, 4 and 5 (ASX Listing Rules) The Company will, in accordance with the ASX Listing Rules, disregard any votes cast on Resolution 3 by: (a) a Director of the Company (except one who is ineligible to participate in any employee incentive plan of Petrel Energy Limited); and (b) an associate of that person.
Resolution 6 The Company will, in accordance with the ASX Listing Rules, disregard any votes cast on Resolution 6 by a person who may participate in the proposed issue of securities and any person who might benefit from the issue of securities under Resolution 6, except a benefit solely in the capacity of a holder of ordinary shares if the resolution is passed, and an associate of those persons. Resolutions 1 and 3 to 6 However, and subject to the Corporations Act 2001 restrictions, the Company will not disregard a vote on Resolutions 1 and 3 to 6 if it is cast by: (a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Ian Kirkham Company Secretary Sydney, 28 September 2012
EXPLANATORY STATEMENT Receipt of Financial, Directors and Auditors Reports The first item of business deals with the Financial Report of the Company, the Directors Report and the Auditors Report for the financial year ended 30 June 2012. Shareholders are invited to consider these reports and seek explanations, if required, from the Directors when the reports are presented to the meeting. No resolution is required on these reports. The reports are only required to be laid at the meeting in accordance with Section 317 of the Corporations Act 2001 (Corporations Act). Resolution 1 - Adoption of the Remuneration Report The Remuneration Report contained in the Directors Report of the Annual Report must be put to the vote for its adoption in accordance with Section 250R(2) of the Corporations Act. The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity at the meeting to ask questions about, or make comments on, the Remuneration Report. Directors Recommendation The Board recommends Shareholders vote in favour of this non-binding Ordinary Resolution. Resolution 2 Re-election of Mr Alexander Sundich Background Under the Constitution of the Company, any Director who has been appointed since the last annual general meeting, one third of the Directors, and any Director for whom that annual general meeting would be his third annual general meeting or who has been in office for three years since his last appointment, automatically retires and if eligible may stand for re-election. Alexander Sundich retires at the Annual General Meeting and offers himself for re-election. The qualifications and experience of Alexander Sundich are set out below. Biography First Appointed on 7 June 2011. Mr Alexander Sundich joined the Company in 2007 and is Chairman of the Audit and Risk Committee and a member of the Remuneration Committee and Nomination Committee. He has over 25 years experience in the financial services industry and is a Fellow of the Financial Services Institute of Australia, a Member of the Institute of Chartered Accountants in Australia and a Member of the Australian Institute of Company Directors. Mr Alexander Sundich is an Executive Director of Harvest Capital Partners, an investment firm that he co-founded in 2008. From 2003 to 2008, he held senior management positions within the funds management industry. Prior to that, Alexander Sundich was an investment banker providing advice to corporate clients on merger and acquisition transactions and debt and equity capital raisings, with a particular focus on the oil, gas and mining industries. Mr Alexander Sundich worked with Goldman Sachs and Credit Suisse First Boston during this period which included six years working in New York. He is also a non-executive Director of Ellex Medical Lasers Limited and an executive Director of Burleson Energy Limited both listed on the ASX. He was formerly a director of Eastern Star Gas Limited prior to its takeover by Santos Limited. Directors Recommendation The Board (Mr Alexander Sundich abstaining) recommends Shareholders vote in favour of Resolution 2. 4
Resolution 3 - Adoption of Employee Incentive Plan Background To attract, motivate and retain key employees, officers and contractors, the Company has put in place an employee incentive scheme known as the Petrel Energy Limited Employee Incentive Plan (Plan). The Plan gives Eligible Persons (as defined below) an opportunity to participate in the equity of the Company. Prior to the Meeting, 5 non-directors will have received 5,250,000 shares under the Plan. No shares or options have been issued under the Plan to Directors other than by way of agreement to issue shares conditional on shareholder approval (which is sought through Resolutions 4 and 5). Application of Listing Rules ASX Listing Rule 7.1 effectively limits the number of ordinary shares the Company may issue without the approval of its shareholders to 15% of issued capital unless the issue can be brought within one of the exceptions set out in Listing Rule 7.2. Listing Rule 7.2 Exception 9(b) permits issues under an employee incentive scheme if within three years before the date of issue the scheme has been approved by shareholders. If Resolution 3 is passed at the notified date of the Annual General Meeting, the Directors may issue securities under the Plan under Listing Rule 7.2 (Exception 9(b)) until 28 October 2015 without the need to seek further approval unless the issue is to a related party or a person whose relationship with the Company is such that in ASX s opinion shareholder approval should be obtained under Listing Rule 10.11. Listing Rule Information The Rules of the Plan are summarised in the following paragraphs:- 1. The Plan is open to full time or part time employees, contractors, executive directors and officers of the Company or a related body corporate of the Company (Eligible Persons). 2. Under the Plan, the Board at their discretion may offer or issue deferred share awards, exempt share awards or limited recourse loan awards to Eligible Persons (together called Awards). 3. An offer of Awards cannot be made if the total number of Shares subject of the offer of Awards, outstanding or issued, would exceed 10% (or lesser percentage determined by the Board from time to time) of the number of Shares on issue at the time of the offer. 4. Shares issued under the Plan have the same rights as other ordinary fully paid shares in the Company subject to restrictions on transfer, which apply where a loan made by the Company remains unpaid or if the Shares are issued subject to a restriction period. 5. Shares held by an Eligible Person who has been issued an Award under the Plan (Participant) will be bought back and cancelled if: the Participant elects to transfer them to the Company in satisfaction of any outstanding financial assistance; financial assistance has become repayable and either the Vesting Conditions are not satisfied by the appropriate date or the Financial Assistance is not repaid at the due date; shareholder approvals needed under the Corporations Act or Listing Rules in relation to the issue of Shares under the Plan are not given; or relevant vesting conditions have not been met by their due date or otherwise failed to be satisfied. 5
6. The Award held by a Participant will vest in that Participant on satisfaction of any Vesting Conditions specified in the Award offer and in accordance with rules of the Plan. Vesting Conditions can be waived at the absolute discretion of the Board. 7. The Company may offer or issue deferred share awards to Eligible Persons who elect to receive shares in lieu of or in addition to any wages, salary, director s fees or other remuneration or incentive payment. Unless otherwise specified, the restricted period for deferred share awards is the earlier of when the Participant ceases to be an Eligible Person, when the Board agrees to end the restriction period or 7 years from the date of issue of the shares. 8. The Company may offer or issue Shares for no consideration or at a discount to market value with the intention that up to $1,000 (or other amount permitted under tax law) of the total value or discount received by each Eligible Person who satisfies certain tax requirements, will be exempt from tax. Unless otherwise specified, the restriction period for these Awards is the earlier of when the Participant ceases to be an Eligible Person or 3 years from the date of issue of the Shares. 9. The Company may offer or issue limited recourse loan Awards to Eligible Persons which are Shares where some or all the issue price is funded by way of financial assistance from the Company. These Awards are restricted awards until the financial assistance is repaid or discharged. 10. Participant cannot sell, transfer, mortgage, pledge or grant a security over or otherwise dispose of any restricted awards (or bonus issues to holders of restricted awards) during the restriction period except for situations involving takeover bids or similar arrangements. 11. Terms upon which financial assistance is provided are as follows: interest free basis unless otherwise specified; repayable in accordance with the terms upon which the financial assistance was provided. However, the Board may extend or vary the period for repayment of the Financial Assistance for the benefit of the Participant; and a Participant may be required to grant a lien over their Plan shares or dividends payable on those shares as security for the financial assistance and may impose a holding lock over the shares. 12. The Plan may be suspended, terminated or amended at any time by the Board, subject to any resolution of the Company required by the Listing Rules. The detailed Rules of the Plan may be inspected during normal business hours at the registered office of the Company by prior appointment with the Company Secretary. Voting restrictions in respect of this resolution are set out in the Notice of Meeting, which this Explanatory Statement accompanies. Directors Recommendation The Board (Mr Casey and Mr Langusch abstaining) recommend Shareholders vote in favour of Resolution 3. 6
Resolution 4 Approval of Employee Incentive Plan Shares for Mr David Casey Background On 4 September 2012, the Company announced the appointment of Mr David Casey as Managing Director of the Company. That announcement included a summary of Mr Casey s Employment Agreement and remuneration package (Package). This Package included, subject to shareholder approval, the issue of 5,500,000 fully paid shares in the capital of the Company at an issue price of 5.5 cents per share, funded by a 5 year interest free loan under the terms of the Plan. Application of ASX Listing Rules ASX Listing Rule 10.14 requires shareholder that shareholder approval be sought for an issue to a director or associate under an employee incentive scheme such as the Plan. Accordingly, approval is sought for the issue to Mr David Casey of the 5,500,000 shares at 5.5 cents per share under the Plan by way of a sign on incentive. Listing Rule Information In accordance with ASX Listing Rule 10.15 the following information is provided: 1. Mr David Casey is the Managing Director of the Company; 2. the maximum number of shares to be issued is 5,500,000 fully paid ordinary shares in the capital of the Company; 3. the issue price of the shares is 5.5 cents per share which is above the: the 5 day volume weighted average price of the Company s shares at the close of trading on the day before the execution of Mr David Casey s employment contract; and the closing price of the Company s shares (as published on ASX) on the day before the execution of Mr David Casey s employment contract; 4. prior to the Meeting, 5 non-directors will have received 5,250,000 shares under the Plan; 5. the names of all persons referred to in Listing Rule 10.14 who are entitled to participate in the plan are Mr Stephen Mitchell (Executive Chairman), Mr David Casey (Managing Director) Mr Russell Langusch (Director), Mr David Hobday (Director) and Mr Alexander Sundich (Director); 6. a voting exclusion statement applies to Resolution 4 as set out in the Notice of Meeting which this Explanatory Statement accompanies; 7. Subject to approval of shareholders, an interest free loan of $302,500 for a term of 5 years will be provided to Mr David Casey to acquire the shares. The Company will place a holding lock and lien over the shares once issued until the loan is repaid. If the loan is not repaid at the expiry of the term of the loan the Shares may be bought back or cancelled by the Company. 8. The Shares will be issued within 12 months after approval of Resolution 4 is given by shareholders. Directors Recommendation The Board (Mr David Casey and Mr Russell Langusch abstaining) recommend Shareholders vote in favour of Resolution 4. 7
Resolution 5 Approval of Employee Incentive Plan Shares for Mr Russell Langusch Background On 4 September 2012, in addition to announcing the appointment of Mr David Casey as Managing Director, the Company also announced that Mr Russell Langusch would become an Executive Director with primary responsibility for commercial and business development. The Board (Mr David Casey and Mr Russell Langusch abstaining) has determined that, conditional on shareholder approval, it would be appropriate to grant Mr Russell Langusch 1,500,000 shares under the Plan at an issue price of 5.5 cents per share and funded by a 5 year interest free loan by way of long term incentive. Application of ASX Listing Rules As already noted, ASX Listing Rule 10.14 requires shareholder that shareholder approval be sought for an issue to a director or associate under an employee incentive scheme such as the Plan. Accordingly, approval is sought for the issue to Mr Russell Langusch of the 1,500,000 shares at 5.5 cents per share under the Plan by way of long term incentive. Listing Rule Information In accordance with ASX Listing Rule 10.15 the following information is provided: 1. Mr Russell Langusch is the Executive Director of the Company; 2. the maximum number of shares to be issued is 1,500,000 fully paid ordinary shares in the capital of the Company; 3. the issue price of the shares is 5.5 cents per share which is above the: the 5 day volume weighted average price of the Company s shares at the close of trading on the day before the execution of Mr Russell Langusch s Employee Incentive Plan Letter of Offer; and the closing price of the Company s shares (as published on ASX) on the day before the execution of Mr Russell Langusch s Employee Incentive Plan Letter of Offer; 4. prior to the Meeting, 5 non-directors will have received 5,250,000 shares under the Plan; 5. the names of all persons referred to in Listing Rule 10.14 who are entitled to participate in the plan are Mr Stephen Mitchell (Executive Chairman), Mr David Casey (Managing Director), Mr Russell Langusch (Director), Mr David Hobday (Director) and Mr Alexander Sundich (Director); 6. a voting exclusion statement applies to Resolution 5 as set out in the Notice of Meeting which this Explanatory Statement accompanies; 7. Subject to approval of shareholders, an interest free loan of $82,500 for a term of 5 years will be provided to Mr Russell Langusch to acquire the shares. The Company will place a holding lock and lien over the shares once issued until the loan is repaid. If the loan is not repaid at the expiry of the term of the loan the Shares may be bought back or cancelled by the Company; and 8. The Shares will be issued within 12 months after approval of Resolution 5 is given by shareholders. Directors Recommendation The Board (Mr David Casey and Mr Russell Langusch abstaining) recommend Shareholders vote in favour of Resolution 5. 8
Resolution 6 - Approval To Issue Up To 100,000,000 Fully Paid Ordinary Shares Background The Company is moving forward with its shale projects in the United States and has project exploration and development commitments to fund over the coming 12 months. The Board also considers there may be strategic acquisition opportunities in the conventional and unconventional; petroleum sectors in the Americas at attractive prices in the coming 12 months. The Board wishes to be in a position to capitalise on those opportunities if market conditions are favourable. Funds raised may be used entirely for new acquisitions and associated exploration and development programs or for exploration and development programs of existing projects. The Board considers it would be appropriate in those circumstances to have maximum flexibility to place its shares without first having to seek shareholder approval. Application of ASX Listing Rules ASX Listing Rule 7.1 effectively allows a company to issue up to 15% of its capital without seeking shareholder approval in a 12 month period. However, issues in excess of the 15% in 12 months require shareholder approval. There is provision in Listing Rule 7.1 for shareholders to effectively give advance approval for issue of shares for 3 months without using up the 15% capacity. Resolution 6 seeks shareholder approval under Listing Rule 7.1 for the issue of up to 100,000,000 fully paid ordinary shares within 3 months of the date of approval of Resolution 6, without using up any of the 15% capacity. By obtaining shareholder approval, the Company will retain the flexibility to issue up to 15% of its issued capital without shareholder approval for 12 months in addition to issuing up to 100,000,000 fully paid ordinary shares if market conditions are favourable. Listing Rule Information In accordance with Listing Rule 7.3 the following information is provided in respect of Resolution 5: (a) (b) (c) (d) (e) (f) (g) (h) the maximum number of shares that will be issued under this Resolution is 100,000,000 which would increase issued ordinary shares to 370,135,535; the shares will be issued and allotted within 3 months of the date of the meeting, or adjournment of the meeting, at which Resolution 6 is approved, allotees will not include related parties; the Company intends to issue the new shares at a discount of up to 20% of the average market price of shares calculated over the 5 trading days on which sales of shares are recorded before the day on which the new shares are to be issued; the identity of allottee(s) has not yet been determined. The identity of the allottee(s) will be determined at the discretion of the Company, in consultation with any broker or other intermediary the Company may engage to assist in placing the shares, or both; the shares issued will rank equally in all respects with existing ordinary shares; the funds raised are intended to be used for the Company s acquisition, exploration and development programs as described above; shares will be allotted progressively; and a voting exclusion statement applies to Resolution 6 as set out in the Notice of Meeting which this Explanatory Statement accompanies. Recommendation The Directors recommend that shareholders vote in favour of Resolution 6. 9
Petrel Energy Limited ABN 82 125 394 667 FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 FACSIMILE +61 2 9290 9655 ALL CORRESPONDENCE TO: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia Your Address This is your address as it appears on the company s share register. If this is incorrect, please mark the box with an X and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form. YOUR VOTE IS IMPORTANT FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE SATURDAY 27 OCTOBER 2012 AT 10AM (SYDNEY TIME). TO VOTE BY COMPLETING THE PROXY FORM STEP 1 Appointment of Proxy Indicate here who you want to appoint as your Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space. Proxy which is a Body Corporate Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an Appointment of Corporate Representative prior to admission. An Appointment of Corporate Representative form can be obtained from the company s securities registry. Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company s securities registry or you may copy this form. To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope. STEP 2 Voting Directions to your Proxy You can tell your Proxy how to vote To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. STEP 3 Sign the Form The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders must sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place. STEP 4 Lodgement of a Proxy This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00 am on Monday, 29 October 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxies may be lodged using the reply paid envelope or: BY MAIL - Share Registry Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia BY FAX - + 61 2 9290 9655 IN PERSON - Share Registry Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration.
PETREL ENERGY LIMITED <BARCODE> <Address 1> <Address 2> <Address 3> <Address 4> <Address 5> <Address 6> STEP 1 - Appointment of Proxy I/We being a member/s of Petrel Energy Limited and entitled to attend and vote hereby appoint the Chairman of the Meeting (mark with an X ) OR If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Petrel Energy Limited to be held at the offices of PKF Chartered Accountants, Level 10, 1 Margaret Street, Sydney NSW 2000 on Monday 29 October 2012 at 10am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Important for Resolutions 1, 3, 4, 5 and 6 If the Chairman of the Meeting is your proxy or is appointed as your proxy by default By marking the box below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman s voting intentions on Resolutions 1, 3, 4, 5 and 6 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 3, 4, 5 and 6, the Chairman of the Meeting will not cast your votes on Resolutions 1, 3, 4, 5 and 6 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolutions 1, 3, 4, 5 and 6. The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1 to 6 I/We direct the Chairman of the Meeting to vote in accordance with the Chairman s voting intentions on Resolutions 1, 3, 4, 5 and 6 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 1, 3, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than the proxy holder, would be disregarded because of that interest. STEP 2 - Voting directions to your Proxy please mark to indicate your directions Ordinary Business For Against Abstain* Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Adoption of the Remuneration Report Re-election of Mr Alexander Sundich Adoption of Employee Incentive Plan Approval of Employee Incentive Plan Shares for Mr David Casey Approval of Employee Incentive Plan Shares for Mr Russell Langusch Approval to issue up to 100,000,000 fully paid ordinary shares *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name... Contact Daytime Telephone.. Date / / 2012