Pancontinental Oil & Gas NL : Notice of Annual General Meeting/Proxy Form

Notice of Annual General Meeting

Thursday, 28 November 2019

2:30pm (AWST)

The Park Business Centre

45 Ventnor Avenue

West Perth, Western Australia 6005

Pancontinental Oil & Gas NL

ABN 95 003 029 543

Directors		Registered Office
Henry David Kennedy	Non-Executive Chairman	Level One, 10 Ord Street,
Ernest Anthony Myers	Executive Director	West Perth WA 6005
Vesna Petrovic	Executive Director	Telephone:	[phone]
Roy Barry Rushworth	Non-Executive Director	Facsimile:	[phone]
Marie Michele Malaxos	Non-Executive Director

Company Secretary	Internet Address & Contact
www.pancon.com.au
Vesna Petrovic	[e-mail]

Pancontinental Oil & Gas NL

NOTICE OF MEETING 2019

		Voting restrictions
	Type of	and further
Items of business	resolution	information

ORDINARY BUSINESS

1.	Discussion of financial	To receive and consider the Annual Report for the Company for the	Not	Page 4
	statements and reports	year ending 30 June 2019, which includes the Financial Report,	applicable
		Directors' Report and Auditor's Report.
2.	Adoption of	To receive and adopt the Remuneration Report for the year ended	Non-binding	Page 4
	Remuneration Report	30 June 2019.	Resolution
3.	Re-election of Director	That, for the purposes of rule 11.7 of the Constitution and for all	Ordinary	Page 4
	Roy Barry Rushworth	other purposes, Mr Roy Barry Rushworth retires by rotation, and	Resolution
		being eligible, is re-elected as a Director of the Company.

SPECIAL BUSINESS

4. Approval of 10% placement capacity

That, for the purposes of Listing Rule 7.1A and for all other purposes,	Special	Page 6
approval is given for the issue of Equity Securities in the Company	Resolution
totalling up to 10% of the issued capital of the Company at the time
of issue, calculated in accordance with the formula prescribed in
Listing Rule 7.1A.2 and on the terms and conditions set out in the
Explanatory Notes.

Terms used in this Notice and the Explanatory Notes are defined in the glossary on page 8.

Pancontinental Oil & Gas NL

NOTICE OF MEETING 2019

VOTING

Voting record date

Shareholders recorded on the Company's register of members at 4:00pm (AWST) on Tuesday, 26 November 2019 will be entitled to attend and vote at the AGM.

Becoming a Shareholder

Shareholders who become registered Shareholders after the date of dispatch of this Notice and who wish to vote at the AGM by proxy should call [phone] to request a Proxy Form.

Shareholders who become beneficial Shareholders of Shares by acquiring Shares after the date of dispatch of this Notice and who wish to vote at the AGM by proxy should contact their broker or intermediary for instructions on how to do so.

How to vote

Shareholders can vote in one of two ways:

• by attending the AGM and voting; or
• by appointing a proxy to attend and vote on their behalf.

The voting prohibitions and exclusions for each Item are set out in the Explanatory Notes to this Notice.

Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the AGM, if possible, so that the Company may check their shareholding against the Company's share register and note attendances.

PROXY FORMS

Proxy Form

Enclosed with this Notice is a personalised Proxy Form. The Proxy Form allows Shareholders not attending the AGM to either lodge their vote directly or appoint a proxy to vote on their behalf. If you hold Shares in more than one capacity, please be sure to complete the Proxy Form relevant to each holding.

Appointing proxies

Shareholders who are entitled to attend and vote at the AGM may appoint a proxy to act generally at the AGM on their behalf, and to vote.

To appoint a proxy, the attached Proxy Form should be completed and lodged in accordance with the instructions on that form. A proxy or nominee need not be a Shareholder of the Company. A Shareholder entitled to cast two or more votes can appoint up to two proxies, and should specify the proportion or number of votes each proxy or nominee is appointed to exercise.

If no proportion or number is specified, each proxy or nominee may exercise half of the Shareholder's votes, with any fractional entitlements disregarded. If you wish to appoint two proxies or two nominees, please call [phone] and request an additional Proxy Form.

Any directed proxies that are not voted on a poll at the AGM will automatically default to the Chair, who is required to vote proxies as directed. A corporate Shareholder or proxy must appoint a person as its corporate representative.

Appointing the Chair as your proxy

Any undirected proxy given to the Chair for Item 2 by a Shareholder entitled to vote on that Item will be voted by the Chair in favour of Item 2 in accordance with the express authorisation on the Proxy Form.

The Chair intends to vote all valid undirected proxies for all other Items in favour of those Items, subject to the voting prohibitions and exclusions set out in this Notice.

Power of attorney and corporate representatives

If the Proxy Form is signed by an attorney, the power of attorney or a certified copy must be sent with the Proxy Form.

A body corporate member or proxy may elect to appoint a representative, rather than a proxy. In such circumstances, written proof of the representative's appointment must be lodged with, or presented to, the Company before the AGM.

A body corporate appointed as a proxy must also lodge a "Certificate of Appointment of a Corporate Representative".

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LODGING PROXY FORMS

Deadline

Proxy Forms must be received by 2:30pm (AWST) on Tuesday, 26 November 2019.

How to lodge Proxy Forms

You can lodge your Proxy Forms:

In person: to the Company at Level 1, 10 Ord Street, West Perth, WA 6005

Mail: to the Company at PO Box 1154, West Perth, WA 6872

Email: [e-mail]

Facsimile: to the Company on [phone]

Further details on how to lodge your Proxy Form can be found on the Proxy Form.

ENQUIRIES

Shareholders are invited to contact the Company Secretary by email at [e-mail] by telephone on [phone] if they have any queries in respect of the matters set out in these documents.

By order of the Board of Directors

Vesna Petrovic

Company Secretary

28 October 2019

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Pancontinental Oil & Gas NL

EXPLANATORY NOTES

ITEM 1 - DISCUSSION OF FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, Shareholders will have a reasonable opportunity to ask questions concerning the Company's Annual Report, which includes the Company's Financial Report, Directors' Report and Auditor's Report, for the year ended 30 June 2019.

A copy of the Company's Annual Report is available on its website at www.pancon.com.auor through ASX at www.asx.com.au.

The Company's auditor, Rothsay Chartered Accountants, will be present at the AGM and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the Auditor's Report, the Company's accounting policies, and the independence of the auditor.

The auditor will also respond to any written questions provided these are submitted to the Company no later than five business days prior to the AGM.

There is no requirement for Shareholders to approve the Company's Annual Report.

ITEM 2 - ADOPTION OF REMUNERATION REPORT

Background

The Remuneration Report for the financial year ended 30 June 2019 is set out in the Company's Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for Directors, including the Chief Executive Officer / Executive Director.

The Chair will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the AGM. Shareholders will then be asked to vote on the Remuneration Report.

The vote is advisory only and does not bind the Company or its Directors. The Company's Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the AGM when reviewing the Company's remuneration policies.

Voting prohibitions

In accordance with the Corporations Act, the Company will disregard any votes cast on Item 2:

• by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or
• by a person who is a member of the Key Management Personnel at the date of the Annual General Meeting, or their Closely Related Parties, as a proxy.

However, votes will not be disregarded if they are cast as a proxy for a person entitled to vote on Item 2:

• in accordance with a direction as to how to vote on the proxy; or
• by the Chair pursuant to an express authorisation to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel.

If the Chair is to act as your proxy (whether by appointment or by default) and you have not given directions on how to vote in the voting directions section of the Proxy Form for Item 2, the Proxy Form expressly directs and authorises the Chair to cast your votes "for" the Item 2. This express authorisation is included because without it the Chair would be precluded from casting your votes as this Item is connected with the remuneration of Key Management Personnel. Subject to any voting prohibitions that may apply to the Chair in respect of Item 2 to restrict the Chair from voting undirected proxies, the Chair intends to vote all undirected proxies in favour of Item 2.

Board recommendation

The Board unanimously recommends that Shareholders vote in favour of the adoption of the Remuneration Report.

Subject to the voting prohibition above, the Chair intendsto vote undirected proxies in favour of Item 2.

ITEM 3 - RE-ELECTION OF DIRECTOR

The Constitution provides that no Director, other than a Managing Director, may retain office (without re-election) for more than three years or past the third annual general meeting following the Director's appointment, whichever is longer. In accordance with the Constitution, Mr Roy Barry Rushworth will retire in accordance with rule 11.7 of the Constitution and, being eligible, offers himself for re-election as a Director.

Mr Rushworth is a Geologist who brings extensive experience in petroleum exploration to the Company. Commencing with positions in exploration operations, his career then extended to the role of Chief Geologist and Exploration Manager for an Australian listed company. A number of oil and gas discoveries were made by the company during that time. More recently, Mr Rushworth has been responsible for identifying, negotiating and acquiring international new venture opportunities in Malta, Kenya, Morocco and Namibia.

Mr Rushworth has been a director of Pancontinental since August 2005.

Board recommendation

The Board (other than Mr Rushworth) recommends that Shareholders vote in favour of the re-election of MrRushworth.

The Chair intends to vote undirected proxies in favour Item3.

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