New Zealand Oil and gas
SHAREPRICE

Notice of 2020 Annual Meeting

Posted on 14 September 2020

The 2020 Annual Meeting of New Zealand Oil & Gas Limited (the Company) will be held only online this year at 10.00am (NZ Daylight Saving Time) on Wednesday, 4 November 2020.

Shareholders are invited to join the virtual Annual Meeting. Details of how to participate are provided in the Virtual Meeting Guide accompanying this notice. You are encouraged to review this guide and either download the Lumi AGM app before the Annual Meeting, or access via the website address web.lumiagm.com on your desktop computer or mobile device.

Business

Chair’s Address

Chief Executive Officer’s Presentation

Shareholder Questions

Consideration of any shareholder questions submitted prior to the Annual Meeting (to the extent these questions have not already been addressed in the Chair’s Address and Chief Executive Officer’s Presentation).
For further details, see Explanatory Note 1.

Ordinary Resolutions

To consider and, if thought fit, pass the following Ordinary Resolutions, requiring approval by a simple majority of the votes of shareholders entitled to vote and voting:

SHAREHOLDER PROPOSAL
Mr J Dunphy has put forward three resolutions for consideration at the meeting. For further details, see Explanatory Note 2.

Resolution 1: There is no confidence in the two current independent directors, Dr Archer and Mr Ritchie, and they are asked to resign.
Resolution 2: Consistent with the commitment made to shareholders last year in relation to the highest standards of corporate governance, the board shall be comprised of a majority of independent directors from the first possible date this can be achieved through the resignation or removal of existing directors and the appointment of new independent directors.
Resolution 3: Having regard to the importance of effective, competent independent directors and the protection of minority shareholders’ interests in the Company, the minority shareholders may appoint a minimum of two directors via an ordinary resolution of the shareholders in relation to which the majority shareholder will not vote.

ELECTION OF DIRECTORS
Resolution 4: That Mr A McGregor be elected as a Director.
Resolution 5: That Mr J Dunphy be elected as a Director.
Resolution 6: That Ms S Sharif be elected as a Director.

For further details, see Explanatory Note 3.

AUDITOR’S REMUNERATION
Resolution 7: That the Board be authorised to fix the auditor’s remuneration.
For further details, see Explanatory Note 4

General Business Attendance and voting

Your rights to vote may be exercised by:

a) Attending and voting online using Lumi AGM. Instructions are included in the Explanatory Notes; or

b) Postal Voting. The Board has determined that postal voting is permitted. Postal voting instructions are included in the Voting Card which accompanies this Notice of Annual Meeting. You can cast a postal vote online, or complete and send the Voting Card by post, email (as a scanned attachment) or fax so that your vote is received by Computershare Investor Services Ltd no later than 10.00AM on Monday, 2 November 2020; or

c) Appointing a proxy (or representative) to attend and vote online in your place. The proxy need not be a shareholder of the Company and the form of appointment of a proxy and voting instructions accompany this Notice of Annual Meeting. You can appoint a proxy online or complete and send the Voting Card by post, email (as a scanned attachment) or fax so that it is received by Computershare Investor Services Ltd by no later than 10.00AM on Monday, 2 November 2020.

On behalf of the Board Paris Bree Company Secretary 11 September 2020

Please Note: If you wish to exercise your vote for the above resolutions by proxy please refer to Explanatory Note 5.