Notice of Annual General Meeting

Friday, 30 November 2018

10:00am (AWST)

The Park Business Centre

45 Ventnor Avenue

West Perth, Western Australia 6005

Pancontinental Oil & Gas NL

ABN 95 003 029 543

Directors

Henry David Kennedy Ernest Anthony Myers Vesna Petrovic

John Douglas Begg Roy Barry Rushworth Marie Michele Malaxos

Company Secretary Vesna Petrovic

Non-Executive Chairman Executive Director Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Registered Office

Level One, 10 Ord Street, West Perth WA 6005

Telephone: +61 8 6363 7090 Facsimile: +61 8 6363 7099

Internet Address & Contactwww.pancon.com.auinfo@pancon.com.au

Items of business ORDINARY BUSINESS

Type of resolutionVoting restrictions and further information

1.

Discussion of financial statements and reports

To receive and consider the Annual Report for the Company for the year ending 30 June 2018, which includes the Financial Report, Directors' Report and Auditor's Report.

Not applicablePage5

2.

Adoption of Remuneration Report

To receive and adopt the Remuneration Report for the year ended 30 June 2018.

Non-binding ResolutionPage5

3.

Re-election of Director Henry David Kennedy

4.

Election of Director Vesna Petrovic

SPECIAL BUSINESS

That, for the purposes of rule 11.7 of the Constitution and for all other purposes, Mr Henry David Kennedy retires by rotation, and being eligible, is re-elected as a Director of the Company.

That, for the purposes of rule 11.3 of the Constitution and for all other purposes, Mrs Vesna Petrovic retires, having been appointed since the Company's last annual general meeting, and being eligible, is elected as a Director of the Company.

Ordinary ResolutionOrdinary ResolutionPage5

Page5

5.

Approval of 10% placement capacity

That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities in the Company 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.

Special ResolutionPage 6

6.

Renewal of Proportional Takeover Provisions in Constitution

That, pursuant to sections 136(2) and 648G of the Corporations Act 2001, the proportional takeover provisions in rule 5 of the Constitution of the Company are renewed for a period of three years from the date of the Annual General Meeting.

Terms used in this Notice and the Explanatory Notes are defined in the glossary on page 9.

Special ResolutionPage 7

NOTICE OF MEETING 2018

VOTING

Voting record date

Shareholders recorded on the Company's register of members at 4:00pm (AWST) on Wednesday, 28 November 2018 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 +61 8 6363 7090 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 +61 8 6363 7090 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".

LODGING PROXY FORMS

Deadline

Proxy Forms must be received by 10:00am (AWST) on Wednesday, 28 November 2018.

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:shareholder@pancon.com.au

Facsimile: to the Company on +61 8 6363 7099

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 atshareholder@pancon.com.au or by telephone on +61 8 6363 7090 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

30 October 2018

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 2018.

A copy of the Company's Annual Report is available on its website atwww.pancon.com.au or through ASX atwww.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 2018 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 the relevant Item, the proxy form expressly directs and authorises the Chair to cast your votes "for" the relevant Item. This express authorisation is included because without it the Chair would be precluded from casting your votes as these Items are 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.

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 Henry David Kennedy will retire in accordance with rule 11.7 of the Constitution and, being eligible, offers himself for re-election as a Director.

Mr Kennedy is a Geologist with a long history in Australian and New Zealand oil and gas companies. During his time as a technical director he was instrumental in the formation and development of a number of successful listed companies. These companies were involved in numerous discoveries in Western Australia and New Zealand. At Pancontinental, Mr Kennedy has used his wide knowledge base to assist with the strategic direction of the company. Mr Kennedy has been a director of Pancontinental since August 1999 and is currently the Non-Executive Chairman.

ITEM 4 - ELECTION OF DIRECTOR

The Constitution provides that if a person is appointed as a Director by the Board, the Company must confirm the appointment at the next annual general meeting. Mrs Petrovic was appointed a Director by the Board on 5 September 2018. In accordance with Rule 11.3 of the Constitution, the Company seeks the Shareholders' approval for the appointment of Mrs Vesna Petrovic as Director.

Mrs Petrovic is an Accountant who holds a Bachelor of Commerce, Major in Accounting and Business Law and has completed the Graduate Diploma in Applied Corporate Governance from the Governance Institute of Australia. Roles in accounting and finance of numerous publicly listed entities, particularly those involved in Africa, have provided Mrs Petrovic a base from which to contribute to the accounting and governance functions at Pancontinental.

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Pancontinental Oil & Gas NL published this content on 30 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 October 2018 22:51:08 UTC