1. Art and Diseño

WORLDVIEW’S PROPOSED EGM
RESOLUTIONS TO TAKE CONTROL
OF THE BOARD OF PETROCELTIC
AND YOUR BOARD’S RESPONSE
Your Board of Directors is Working for the Interests
of All Shareholders
Support Your Board by voting:
(1) AGAINST THE WORLDVIEW RESOLUTIONS (1 TO 3)
(2) IN FAVOUR OF THE COMPANY RESOLUTIONS (4 AND 5)
Your Vote is Important!
Please Lodge Your Proxy Forms
NO LATER THAN
11a.m. on 23 February 2015
1
TIMETABLE FOR EXTRAORDINARY GENERAL MEETING
Event
Time and Date*
Date of publication of this document
Wednesday, 28 January 2015
Latest time and date for receipt of
Form of Proxy from Shareholders
11.00 a.m. on Monday, 23 February 2015
Voting record time for the EGM
6.00 p.m. on Monday, 23 February 2015
Time, date and location of the Extraordinary General
Meeting
11.00 a.m. on Wednesday, 25 February 2015 at Royal
College of Physicians 6 Kildare Street, Dublin 2
* Each of the times and dates in the table above is indicative only and may be adjusted by Petroceltic, in which
event details of the new times and dates will be notified, by way of an announcement issued via a regulatory
information service, to the Irish Stock Exchange and to the London Stock Exchange. References to times in this
document are to Dublin times unless otherwise stated.
2
YOUR VOTE IS IMPORTANT
SUPPORT YOUR BOARD BY VOTING:
(1) AGAINST THE WORLDVIEW RESOLUTIONS (1 TO 3) AND
(2) IN FAVOUR OF THE COMPANY RESOLUTIONS (4 AND 5)
INSTRUCTIONS TO SHAREHOLDERS ON
HOW TO FILL IN YOUR ACCOMPANYING FORM OF PROXY:
To support the Board of Directors of the Company please complete the
Form of Proxy which accompanies this document as shown here on this
sample Form of Proxy extract:
1.
Place "X" in the three boxes under the heading "Against" for the
three Worldview Resolutions
2.
Place "X" in the two boxes under the heading "For" for the two
Company Resolutions
3.
Return the Form of Proxy to Computershare Investor Services
(Ireland) Limited, Heron House, Corrig Road, Sandyford
Industrial Estate, Dublin 18, Ireland
Sign and date the Form of Proxy here
For all other information please refer to the notes page on the Form of
Proxy which accompanies this document.
3
________________________________________________________________________________________________________________
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this document and/or as to what action you should take, you are recommended to seek your own financial
advice immediately from, if you are resident in Ireland, an organisation or firm authorised under the European
Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995
(as amended) or, if you are resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial
Services and Markets Act 2000 of the United Kingdom or, if you are not so resident, from another appropriately authorised
independent financial adviser.
If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together
with the enclosed Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the
sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary
Shares, please immediately contact your stockbroker, bank or other agent through whom the sale or transfer was effected.
________________________________________________________________________________________________________________
PETROCELTIC INTERNATIONAL PLC
(incorporated and registered in Ireland under the Companies Acts 1963 to 2013 with registered number 101176)
Circular to Shareholders
and
Notice of Extraordinary General Meeting
________________________________________________________________________________________________________________
THIS IS AN IMPORTANT DOCUMENT
YOUR BOARD RECOMMENDS THAT, AT THE FORTHCOMING EGM,
YOU VOTE:
(1) AGAINST THE WORLDVIEW RESOLUTIONS (RESOLUTIONS 1 TO 3)
(2) IN FAVOUR OF THE COMPANY RESOLUTIONS (RESOLUTIONS 4
AND 5)
________________________________________________________________________________________________________________
Your attention is drawn to the letter from the Chairman set out on pages 8 to 22 of this document, which explains the purpose
of the Resolutions to be proposed at the Extraordinary General Meeting and includes a recommendation from the Board to vote
(1) AGAINST the Worldview Resolutions (Resolutions 1 to 3) and (2) IN FAVOUR OF the appointment of Nicholas Gay and
Neeve Billis as additional independent Directors (Resolutions 4 and 5).
Notice of the Extraordinary General Meeting of the Company, to be held at Royal College of Physicians, 6 Kildare Street,
Dublin 2, Ireland, at 11a.m. on 25 February 2015, is set out at the end of this document.
Shareholders will find enclosed with this document a Form of Proxy for use in connection with the EGM. Whether or not
Shareholders wish to attend the EGM, they are asked to complete the enclosed Form of Proxy in accordance with the
instructions printed on the form and return it, together with any authority under which it is executed or a copy of such
authority certified notarially or by a solicitor practicing in Ireland, either by post to the Company’s registrar, Computershare
Investor Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18, Ireland or (during normal business hours) by hand to
the Company’s registrar, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial
Estate, Dublin 18, Ireland as soon as possible and, in any event, so as to be received no later than 11 a.m. on 23 February 2015.
Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary
General Meeting should they so wish.
If you would like to submit your proxy via the Internet, you may do so by utilising the Registrar’s online proxy appointment
service at www.eproxyappointment.com and following the instructions thereon. CREST members may also submit their proxy
by utilising the CREST electronic proxy appointment service. For more information, see the section entitled “Action to be
taken” at page 20 of this document.
________________________________________________________________________________________________________________
4
KEY INFORMATION
Background
The Board of Petroceltic is convening an Extraordinary General Meeting to be held at Royal College of
Physicians, 6 Kildare Street, Dublin 2, Ireland, at 11a.m. on 25 February 2015. The EGM is being convened as a
result of a requisition received on 8 January 2015 from a nominee shareholder acting on behalf of Worldview.
The Worldview Resolutions, as proposed in that requisition (and as set out at Resolutions 1 to 3 in the Notice of
EGM attached at the end of this document), seek to remove Mr Brian O’Cathain, the current Chief Executive
Officer of the Company, as a Director and to appoint two additional Directors, Angelo Moskov (the Chief
Executive of Worldview) and Maurice Dijols (a person nominated by Worldview).
In addition to the resolutions being proposed by Worldview, the Board has decided to propose two further
resolutions for consideration by Shareholders at the EGM. These resolutions relate to the proposed appointment
of two additional independent Non-Executive Directors, Nicholas Gay and Neeve Billis, to the Board. These
resolutions (being Resolutions 4 and 5 in the Notice of EGM) are described in this document as the Company
Resolutions.
YOUR BOARD RECOMMENDS THAT, AT THE FORTHCOMING EGM, YOU VOTE:
(1)
AGAINST THE WORLDVIEW RESOLUTIONS (RESOLUTIONS 1 TO 3)
(2)
IN FAVOUR OF THE COMPANY RESOLUTIONS (RESOLUTIONS 4 AND 5)
The two Directors nominated to the Board by Worldview, being Joe Mach and Don Wolcott, have taken a
dissenting position with respect to the Board recommendations regarding the Company Resolutions and the
Worldview Resolutions.
Why your Board needs new independent Non-Executive Directors
Following the changes to the Board in July 2014 to give effect to the Worldview Shareholder Agreement and the
recent resignation of James Agnew, your Board comprises six Directors, consisting of a Chairman (Robert Adair),
a Chief Executive (Brian O'Cathain) and four non-executive Directors (Ian Craig, Joe Mach, Alan Parsley and Don
Wolcott).
The Board has determined that Joe Mach and Don Wolcott are not independent Directors and that they represent
the interests of Worldview. Since neither Robert Adair nor Brian O'Cathain is independent, your current Board
now only has two independent Non-Executive Directors (Ian Craig and Alan Parsley) out of six and therefore
does not meet the minimum independence standards required for good corporate governance for an Irish
company whose shares are admitted to trading on AIM and ESM.
Furthermore, none of the current Directors has relevant financial experience (specifically, a professional
qualification from one of the professional accountancy bodies), so that currently neither the Board nor the Audit
Committee meets the minimum standards required for good corporate governance.
Why you should vote against the Worldview Resolutions
Worldview has proposed that Brian O'Cathain be removed as a Director and that Maurice Dijols and Angelo
Moskov be appointed as Directors.
Your Board believes that:

Worldview has proposed the Worldview Resolutions principally as a means by which it can obtain
control of the Board without paying Shareholders a fair price for obtaining control of the Company.

Approval of the Worldview Resolutions would have a negative impact on the Board’s effectiveness, by
increasing Worldview’s representation on the Board and reducing the proportion of independent
Directors.

The removal of Brian O’Cathain as a Director could materially prejudice the business and operations of
the Group.

Mr Moskov would not be an independent Director given his position as Chief Executive Officer of
Worldview. Based on the information available to it, and the fact that the onus is on Mr Dijols to
demonstrate his independence to the Board, the Board has determined that it would currently consider
5
that Mr Dijols would not be an independent Director.

Neither Mr Moskov nor Mr Dijols has a professional qualification from one of the professional
accountancy bodies, as required by the Board to comply with good corporate governance.
Therefore, if the Worldview Resolutions are approved, your Board will continue to fall short of the standards of
good corporate governance and, with four of the seven Directors having been nominated and proposed to the
Board by Worldview, your Board would fall under the control of Worldview.
In the Board’s view, there would be a risk to the Company’s key asset, the Isarene PSC in Algeria, if Worldview
was to be successful in taking effective control of the Company by having nominated a majority of Directors on
the Board.
Worldview has suggested that it believes that changes are required to the Company’s strategy, but it has failed to
give any specific details of such changes or to explain to Shareholders its future plans for the Company if the
Worldview Resolutions were to be approved at the EGM. The Board is fully supportive of the Company’s current
strategy.
THE BOARD BELIEVES THAT THE WORLDVIEW RESOLUTIONS ARE NOT IN THE BEST INTERESTS
OF THE COMPANY AND SHAREHOLDERS AS A WHOLE.
THEREFORE, THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE
WORLDVIEW RESOLUTIONS AT THE FORTHCOMING EGM.
Why you should vote in favour of the Company Resolutions
In order to secure an appropriate representation of independent Non-Executive Directors on the Board, and to
address the Board’s shortfall in recent and relevant financial experience, your Board proposes to appoint two
new Non-Executive Directors, Nicholas Gay and Neeve Billis.
Your Board believes that:

Following the significant changes to the Board in July 2014 to give effect to the Worldview Shareholder
Agreement, and the recent resignation of James Agnew as a Director, the appointment of two new
independent Non-Executive Directors to the Board is required to restore the necessary degree of
independence and a balance of skills and experience to the Board that is appropriate for an international
oil and gas exploration, development and production company whose shares are admitted to trading on
AIM and ESM.

The Board has identified two excellent candidates, Nicholas Gay and Neeve Billis, who fulfil the
necessary criteria of independence and, in the case of Nicholas Gay, has the required recent and relevant
financial experience. The proposed Directors were selected from a shortlist identified following an
extensive search led by an independent global executive search firm that specialises in board
recruitment for energy and natural resources companies.

Nicholas Gay is a qualified chartered accountant and therefore has the recent and relevant financial
experience required by the Board. Neeve Billis is currently Global Co-Head of oil and gas at Rothschild
and has significant experience in mergers & acquisitions and equity and debt capital markets. He has
also advised many of the oil and gas companies listed on the London Stock Exchange.
The Board has decided not to exercise its right under the Articles of Association of the Company to immediately
appoint Nicholas Gay and Neeve Billis as Directors. Consequently, it is asking Shareholders to approve their
appointment as Directors at the forthcoming EGM.
THE BOARD BELIEVES THAT THE COMPANY RESOLUTIONS ARE IN THE BEST INTERESTS OF THE
COMPANY AND SHAREHOLDERS AS A WHOLE.
THEREFORE, THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF
THE APPOINTMENT OF NICHOLAS GAY AND NEEVE BILLIS AS DIRECTORS AT THE
FORTHCOMING EGM.
The Board urges you to exercise your vote by completing and returning a Form of Proxy or, for Crest
Shareholders, by completing and returning a Crest Proxy Instruction, in each case as soon as possible and in
any event by no later than 11 a.m. on 23 February 2015.
6
CONTENTS
PAGE
KEY INFORMATION
5
LETTER FROM THE CHAIRMAN OF PETROCELTIC INTERNATIONAL PLC
8
DEFINITIONS
23
NOTICE OF EXTRAORDINARY GENERAL MEETING
26
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements. These statements relate to the Company's or the Group’s
future prospects, developments and business strategies. Forward-looking statements are identified by their use
of terms and phrases such as “potential”, “estimate”, “expect”, “may”, “will” or the negative of those, variations
or comparable expressions, including references to assumptions.
The forward-looking statements in this document are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by those
statements. These forward-looking statements speak only as at the date of this document. No statement in this
document is intended to constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to update forward-looking statements or risk
factors other than as required by the AIM Rules and the ESM Rules or by the rules of any other securities
regulatory authority, whether as a result of new information, future events or otherwise.
7
LETTER FROM THE CHAIRMAN
________________________________________________________________________________________________________________
PETROCELTIC INTERNATIONAL PLC
(incorporated and registered in Ireland under the Companies Acts 1963 to 2013 with registered number 101176)
Directors
Head and Registered Office
Robert Adair (Non-Executive Chairman)
Brian O’Cathain (Chief Executive Officer)
Alan Parsley (Non-Executive Director)
Ian Craig (Non-Executive Director)
Don Wolcott (Non-Executive Director)
Joe Mach (Non-Executive Director)
5th Floor
3 Grand Canal Plaza
Grand Canal Street Upper
Dublin 4
Ireland
28 January 2015
To the Shareholders, and, for information only, to the Option Holders
Dear Shareholder,
Circular to Shareholders and Notice of Extraordinary General Meeting
1.
INTRODUCTION
The Board of Petroceltic is convening an Extraordinary General Meeting to be held at Royal College of
Physicians, 6 Kildare Street, Dublin 2, Ireland at 11 a.m. on 25 February 2015.
The EGM is being convened as a result of a requisition received on 8 January 2015 from a nominee shareholder
acting on behalf of Worldview. Worldview notified Petroceltic on 15 December 2014 that funds under its
management have an interest in 60,263,000 Ordinary Shares, representing approximately 28.14 per cent. of the
Company's then existing issued share capital. The Worldview Resolutions, as proposed in that requisition and as
set out at Resolutions 1 to 3 in the Notice of EGM set out at the end of this document, seek to remove Mr Brian
O’Cathain, the current Chief Executive Officer of the Company, as a Director and to appoint two additional
Directors to the Board, Mr Angelo Moskov (the Chief Executive of Worldview) and Mr Maurice Dijols (a person
nominated by Worldview).
This EGM is also being convened to consider a proposal by the Company to appoint two additional independent
Directors, Nicholas Gay and Neeve Billis, to the Board. These resolutions (being Resolutions 4 and 5 in the Notice
of EGM) are described in this document as the Company Resolutions. The Board has decided not to exercise its
right under the Articles of Association of the Company to immediately appoint Nicholas Gay and Neeve Billis as
Directors. Consequently, it is asking Shareholders to approve their appointment as Directors at the forthcoming
EGM.
Your Board believes that:

The Worldview Resolutions are not in the best interests of the Company and Shareholders as a
whole. The Board believes that Worldview has proposed the Worldview Resolutions principally as a
means by which it can obtain control of the Board without paying Shareholders a fair price for
obtaining control of the Company. In addition, the Board believes that approval of the Worldview
Resolutions would have a negative impact on the effectiveness of the Board and prejudice the
business and operations of the Group.

The Company Resolutions are in the best interests of the Company and Shareholders as a whole, as
the appointment of Nicholas Gay and Neeve Billis to the Board is required to restore the necessary
degree of independence and a balance of skills and experience to the Board that is appropriate for an
international oil and gas exploration, development and production company whose shares are
admitted to trading on AIM and ESM.
ACCORDINGLY, THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST
THE WORLDVIEW RESOLUTIONS (RESOLUTIONS 1 TO 3) AND IN FAVOUR OF THE COMPANY
RESOLUTIONS (RESOLUTIONS 4 AND 5) AT THE FORTHCOMING EGM.
8
The two Directors nominated to the Board by Worldview, being Joe Mach and Don Wolcott, have taken a
dissenting position with respect to the Board recommendations regarding the Company Resolutions and the
Worldview Resolutions.
This letter provides Shareholders with details of the Worldview Resolutions, the Company Resolutions, the
persons nominated for election to the Board by Worldview and by the Company and information on Worldview,
its relationship with the Company and the various matters raised by Worldview over the last nine months or so.
It also includes the reasons for the Board’s recommendations in respect of the Worldview Resolutions and the
Company Resolutions.
2.
BACKGROUND
2.1
Worldview’s interest in the Company
A chronology regarding Worldview’s investment in and relationship with the Company, together with other
recent significant corporate events affecting the Company in 2014, is set out below:
Date
Event
November 2011 to October
2013
Worldview becomes a Shareholder in November 2011, although its publicly
disclosed shareholding level does not exceed 3% until July 2012, following
which its publicly disclosed shareholding fluctuates between approximately 3%
and 6%.
28 February 2014 to 10 April
2014
Worldview increases its publicly disclosed shareholding level, increasing its
shareholding from 5.07% (prior to 28 February 2014) to 12.13%.
16 May 2014
Petroceltic announces the 2014 Placing, the completion of which is conditional,
inter alia, on Shareholder approval.
On the same day, Worldview makes its first announcement publicly criticising
the 2014 Placing.
20 May 2014 to 30 May 2014
Worldview increases its publicly disclosed shareholding level, moving from
12.13% to 20.04%.
30 May 2014
The Company responds to the Worldview announcements of 16 and 27 May
2014. It states that failure by Shareholders to pass the relevant resolution at the
Placing EGM (which it states would be highly likely to occur if Worldview does
not support the resolution) could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
June 2014
The Company enters into detailed discussions with Worldview regarding the
2014 Placing. The Placing EGM is adjourned on 9 June and 16 June 2014.
On 16 June 2014, the Company, in order to secure the agreement of Worldview
to vote in favour of the resolution at the Placing EGM, enters into the
Worldview Shareholder Agreement.
On 26 June 2014, Shareholders pass the relevant resolution at the Placing EGM
with the support of Worldview.
4 July 2014
The Board announces the significant Board changes required by the Worldview
Shareholder Agreement, including the appointment of Joe Mach and Don
Wolcott as Directors.
July 2014 to September 2014
Confidential due diligence and negotiations are held between Dragon Oil and
Petroceltic and their respective advisers in relation to a possible offer by
Dragon Oil for Petroceltic.
9
Date
Event
11 July 2014 to 10 September
2014
Worldview continues to increase its publicly disclosed shareholding level,
moving from 20.04% to 22.04%.
3 October 2014
Worldview increases its shareholding level from 22.04% to 24.23% (which is
publicly announced on 6 October 2014).
6 October 2014
Petroceltic announces the Dragon Oil Possible Offer. Dragon Oil also makes an
announcement regarding the Dragon Oil Possible Offer.
7 October 2014 to 30
November 2014
Confidential negotiations continue between Dragon Oil and Petroceltic in
respect of the Dragon Oil Possible Offer.
On 7 October 2014, Worldview increases its publicly disclosed shareholding
level from 24.23% to 25.72%.
On 16 October 2014, Worldview announces it has increased its shareholding
level to 25.81% and that it has a voting rights agreement with Lars Bader in
respect of a further 3.63% of the issued ordinary shares in Petroceltic, meaning
Worldview controls voting rights over 29.44% of the issued ordinary shares of
Petroceltic.
1 December 2014
Dragon Oil announces that it will not be making an offer for Petroceltic, citing
prevailing market conditions.
Worldview terminates its voting rights agreement with Lars Bader.
December 2014 and January
2015
From 2 to 15 December 2014, Worldview increases its publicly disclosed
shareholding level, through a number of shares purchases, increasing its
shareholding from 25.81% (prior to 2 December 2014) to 28.14% (its current
publicly disclosed level).
On 12 December 2014, Worldview issues legal proceedings against the
Company alleging a failure to comply with specific obligations in the
Worldview Shareholder Agreement to carry out a review of the Company’s
business.
On 8, 12 and 17 December 2014 and 8, 9 and 13 January 2015, Worldview makes
certain public announcements concerning Petroceltic.
8 January 2015
2.2
Worldview serves a notice on the Company, requisitioning an extraordinary
general meeting to consider the Worldview Resolutions.
2014 Placing
On 16 May 2014, Petroceltic announced that it had conditionally raised gross proceeds of approximately US$100
million (£59.7 million) by way of a conditional placing of 37,940,000 new Ordinary Shares with institutional
investors. The 2014 Placing was made in two tranches, with the first tranche of new Ordinary Shares being
allotted and issued shortly after the announcement and with the second tranche of Ordinary Shares conditionally
allotted, subject to approval by Shareholders by way of special resolution at a specially convened extraordinary
general meeting to be held on 9 June 2014 (being the Placing EGM).
Shortly following announcement of the 2014 Placing, Worldview announced that it intended to vote against the
resolution to be proposed at the Placing EGM, despite having agreed to participate in the 2014 Placing at a
subscription level in excess of its percentage shareholding at the time of announcement of the 2014 Placing.
The Placing EGM was adjourned on two occasions (9 and 16 June 2014) to facilitate discussions between the
Company and Worldview.
10
2.3
Worldview Shareholder Agreement
On 16 June 2014, the Company announced that it had entered into a shareholder agreement with Worldview (the
“Worldview Shareholder Agreement”) in relation to certain matters raised by Worldview in connection with the
2014 Placing.
In order to secure the agreement of Worldview to vote in favour of the resolution at the Placing EGM, the Board
formed the view that it was required to enter into the Worldview Shareholder Agreement. The Board believed
that failure by Shareholders to pass the resolution at the Placing EGM (which would have been highly likely to
occur if Worldview had not supported the resolution) could have had a material adverse effect on the Company's
business, prospects, financial condition and results of operations.
Subject to the terms of the Worldview Shareholder Agreement, Worldview undertook to vote in favour of the
2014 Placing at the adjourned Placing EGM. In return, Petroceltic committed to certain Board changes,
modifications to the relationship agreement between Robert Adair, Skye Investments Limited (an investment
vehicle associated with Robert Adair) and the Company and certain other matters.
The principal changes made to the Board to give effect to the Worldview Shareholder Agreement were as
follows:

the Board was reduced from nine to seven members;

Tom Hickey (Chief Financial Officer) and David Thomas (Chief Operating Officer) resigned as
Directors;

Hugh McCutcheon and Rob Arnott, two independent Non-Executive Directors, resigned as Directors;
and

Don Wolcott and Joe Mach, two persons proposed and nominated by Worldview pursuant to the
Worldview Shareholder Agreement, were appointed as Directors.
In addition, Joe Mach was appointed to the Remuneration Committee and Don Wolcott was appointed to the
Audit Committee and the Nominations Committee.
Under the Worldview Shareholder Agreement, the Board also agreed to undertake a review of the Company’s
business.
2.4
Worldview litigation and other press announcements
On 12 December 2014, the Company announced that it had received legal proceedings issued by Worldview. The
proceedings alleged that the Company failed to undertake a review of its business, as required by the Worldview
Shareholder Agreement, and sought direction from the Court as to the manner in which the review would be
undertaken. Petroceltic considers that the review contemplated by the Worldview Shareholder Agreement has
been undertaken and completed and believes that the legal proceedings are totally without merit and
misconceived.
Since December 2014, Worldview has made a series of announcements and communications through social
media criticising Petroceltic. The Company has already responded publicly to many of those announcements.
However, for the benefit of all Shareholders, the Company’s detailed responses to those allegations are set out at
paragraph 9.2 below.
3.
CURRENT COMPOSITION OF THE
SHAREHOLDER REPRESENTATION
3.1
Current Board
BOARD,
DIRECTOR
INDEPENDENCE
AND
The Board currently comprises six Directors, being one Executive Director (Brian O’Cathain) and five NonExecutive Directors.
11
3.2
Independence of current Directors
Of the five current Non-Executive Directors, the Board considers Ian Craig and Alan Parsley to be independent.
The Board does not consider Robert Adair to be independent, given his relationship with Skye Investments
Limited, which holds approximately 18.89 per cent. of the existing issued share capital of the Company as at the
Latest Practicable Date.
The Board notes the guidance issued by the National Association of Pension Funds (NAPF), one of the principal
UK representative bodies for institutional shareholders, which states that “the NAPF considers that a non-executive
director ‘represents’ a significant shareholder if he/she is appointed to the board as a contractual right of the shareholder”.
The Board further notes the guidance issued by the NAPF, which states that, where a director is “...nominated for
election by a significant dissident shareholder….the onus is on the nominee to demonstrate his/her independence which
should be based on the independence criteria applying in the UK…. with particular attention to the assessment of the links
between the nominee and the dissident.” 1
Your Board has determined that Joe Mach and Don Wolcott are NOT independent and represent the interests
of Worldview on the Board. Since neither Robert Adair nor Brian O'Cathain is independent, your current
Board has two independent Non-Executive Directors only (Ian Craig and Alan Parsley) out of six and
therefore does not meet the minimum standards required for good corporate governance.
4.
RESOLUTIONS PROPOSED BY WORLDVIEW
Worldview has proposed three resolutions for consideration at the EGM. Those resolutions are set out as
Resolutions 1 to 3 in the Notice of EGM contained at the end of this document (described in this document as the
Worldview Resolutions).
The first Worldview Resolution seeks to remove Brian O’Cathain, the current Chief Executive Officer, as a
Director. The second Worldview Resolution seeks to appoint Angelo Moskov, the Chief Executive Officer of
Worldview, as a Director. The third Worldview Resolution seeks to appoint Maurice Dijols, a candidate
identified and selected by Worldview, to be a Director.
5.
BOARD’S RESPONSE TO WORLDVIEW RESOLUTIONS
5.1
The Board believes that the Worldview Resolutions represent an attempt to obtain control of the
Board without paying Shareholders a fair price for obtaining control of the Company
The Board believes that:
1

Following the appointments of Joe Mach and Don Wolcott to the Board in July 2014 pursuant to the
Worldview Shareholder Agreement, Worldview is adequately represented on the Board. Further, even
if the additional independent Directors proposed by the Company are elected to the Board at the EGM,
the Board believes that Worldview would continue to be adequately represented on the Board.

Worldview has put forward no credible reason as to why Brian O’Cathain should be removed as a
Director. Instead, the Board believes that the ultimate aim of Worldview is to have Mr O’Cathain
removed from his position as Chief Executive Officer and to replace him with a candidate nominated by
Worldview. The Board believes that the removal of Brian O’Cathain as a Director and also Chief
Executive Officer of the Company could materially prejudice the business and operations of the Group.

Mr Moskov would not be an independent Director given his position as Chief Executive Officer of
Worldview. Based on the information available to it, and the fact that the onus is on Mr Dijols to
demonstrate his independence to the Board, the Board has determined that it would currently consider
that Mr Dijols would not be an independent Director.

Neither Mr Moskov nor Mr Dijols has a professional qualification from one of the professional
accountancy bodies, as required by the Board to comply with good corporate governance.
See “Corporate Governance Policy and Voting Guidelines” issued by the NAPF in November 2013, at page 21.
12

If Mr Moskov and Mr Dijols were to be elected to the Board, it would further reduce the proportion of
independent Directors on the Board and would impact the Board’s effectiveness.

Worldview has failed to advance a clear rationale for its proposed further changes to the Board.
For the above reasons, the Board believes that Worldview has proposed the Worldview Resolutions principally
as a means by which it can obtain control of the Board without paying Shareholders a fair price for obtaining
control of the Company.
Accordingly, the Board considers that the Worldview Resolutions are NOT in the best interests of the
Company or Shareholders as a whole and therefore strongly recommends that Shareholders vote AGAINST
the Worldview Resolutions.
5.2
Worldview is currently adequately represented on the Board
Following the Board changes required to give effect to the Worldview Shareholder Agreement, two out of seven
Directors in July 2014 were proposed and nominated to the Board by Worldview. Furthermore, following the
resignation of James Agnew as a Director in January 2015, the proportion of Directors proposed and nominated
by Worldview has increased to two out of six Directors. In addition, through the Worldview Shareholder
Agreement, Worldview has already had very significant input into the composition of the current Board and its
committees, resulting in a reduction in the size of the Board, the resignation of four Directors (including two
independent non-executive Directors) and significant changes to the membership of Board committees.
Worldview has proposed two additional persons for appointment to the Board. The individual merits of each
proposed Director is considered below. Worldview has publicly stated that Angelo Moskov, its Chief Executive
Officer, would represent Worldview’s interests on the Board. In addition, it has nominated Maurice Dijols for
election, although it has stated that it considers that Mr Dijols would be an independent Director, if elected. The
Board again notes the guidance issued by the NAPF, which states that, where a director is “...nominated for election
by a significant dissident shareholder….the onus is on the nominee to demonstrate his/her independence which should be
based on the independence criteria applying in the UK.”
Accordingly, based on the above matters and the current information available to the Board, the Board would
currently determine that Mr Dijols would not be an independent Director if appointed and, in fact, could be
considered to represent Worldview.
If Mr Moskov and Mr Dijols are appointed as Directors, Mr O'Cathain is removed as a Director, and the
Company Resolutions are not approved, the Board believes that Worldview would have a level of influence
significantly in excess of its current shareholding level, which would confer on Worldview control over the
Board without Worldview paying Shareholders a fair price for obtaining control of the Company.
5.3
Worldview proposals are contrary to good corporate governance practices
The Board of Petroceltic is firmly committed to business integrity, high ethical values and professionalism in all
of its activities and operations. It is, therefore, committed to maintaining the highest standards of corporate
governance. As an Irish company whose shares are admitted to trading on AIM and ESM, Petroceltic is not
required to, and does not, report on its application of the UK Corporate Governance Code. However, the Board
has undertaken to design appropriate corporate governance arrangements having regard to best practice, and in
particular the UK Corporate Governance Code, taking into account the size of the Group and nature of its
activities.
A key principle of the UK Corporate Governance Code is that “[t]he board and its committees should have the
appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their
respective duties and responsibilities effectively”.
If the Worldview Resolutions were to be approved, the Board would be concerned as to the potential impact of
the proposed changes on the effectiveness of the Board. These specific concerns are outlined below:
The removal of Brian O’Cathain would significantly impact the Board’s effectiveness and balance of skills,
experience and knowledge of the Group
The Board believes that the removal of Brian O’Cathain as a Director, as proposed by Worldview, would
significantly reduce the effectiveness of the Board.
13

First, for the reasons outlined below, the Board believes that Mr O’Cathain makes a very significant
contribution to the Board and therefore it would not be in the interests of the Board or the Company for
him to be removed as a Director.

Second, all Directors other than Mr O’Cathain have been appointed to the Board during and after 2012,
whilst Mr O’Cathain has been a Board member since 2007. Mr O’Cathain has a deep knowledge of the
Group’s operations and past corporate history and has long-standing relationships of high quality with
a range of important stakeholders. Removing him would significantly reduce the Board’s knowledge of
the Group. For example, Mr O’Cathain has been the Group’s main interlocutor with the competent
authorities in Algeria, including the Algerian Ministry and the Chief Executive Officer of Sonatrach (an
Algerian government-owned company formed to exploit the hydrocarbon resources of Algeria) since he
joined the Board in 2007. The Board considers that it would be greatly to the advantage of the Group for
Mr O’Cathain to continue in this role.

Third, it would be highly unusual for the Chief Executive Officer of a public company not to be a
director of that company.

Fourth, if Mr O’Cathain were to be removed, the Board would not have any Executive Directors,
contrary to the principles of the UK Corporate Governance Code (see further below).
Neither Mr Moskov nor Mr Dijols has the independence or the skills and experience that the Board currently
needs
The Board has determined that it requires additional independent Directors, one of whom it believes must have a
professional qualification from one of the professional accountancy bodies to meet good corporate governance
practice (see paragraph 7.3 below). Given his position as Chief Executive Officer of Worldview, Mr Moskov
would not be considered by the Board to be independent. In addition, whilst Mr Moskov has some financial
experience, he does not have a professional qualification from one of the professional accountancy bodies.
Mr Dijols is a qualified engineer with long experience of working for the oilfield services contractor,
Schlumberger. As discussed above and based on the information currently available to it, the Board would not
currently determine that Mr Dijols would be an independent Director, with the onus being on Mr Dijols to
demonstrate his independence from Worldview. In addition, Mr Dijols does not have recent and relevant
financial experience (and, in particular, a professional qualification from one of the professional accountancy
bodies) and the Board already contains three qualified engineers.
Accordingly, the Board has concluded that neither Mr Moskov nor Mr Dijols fulfil the criteria for candidates
that the Board believes are required to restore the appropriate balance of skills, experience and independence
to the Board.
Potential impact on the Board’s decision making and number of independent Directors
The UK Corporate Governance Code provides that “[t]he board should include an appropriate combination of executive
and non-executive directors (and, in particular, independent non-executive directors) such that no individual or small group
of individuals can dominate the board’s decision taking.”
If the Worldview Resolutions are passed, the Board would not have any Executive Directors and would have
four Directors considered by the Board to represent one Shareholder. Clearly, a group of four Directors could
have the ability to dominate, or at least have a very significant influence, on the Board’s decision-making. The
Board believes that the ability to influence the Board would be increased by the fact that there would be no
Executive Directors. In the opinion of the Board, these points further support its determination that the intention
of the Worldview Resolutions is to obtain control of the Board for Worldview, without Worldview having paid
Shareholders a fair price for obtaining control of the Company.
The Board has determined that two out of the six current Directors only are independent. It further strongly
believes that the number and proportion of independent Directors needs to be increased for reasons of good
corporate governance. As noted above, the Board does not consider that either Mr Moskov or Mr Dijols would be
an independent Director.
No clear rationale for proposed Board changes
Over the last nine months, Worldview has made a number of allegations against the Company and certain
14
current and past Directors. The Company, having consulted its legal advisers as required, rejects such allegations
as being completely unfounded and without any merit. Further details on the specific Worldview claims and the
Company’s responses to each of them are set out at paragraph 9.2 below. The Company categorically rejects the
allegations and insinuations made by Worldview, which it believes have not been made on the basis of factual
information and indeed are contradicted by publicly available information.
Worldview has suggested that it believes that changes are required to the Company’s strategy, but it has failed to
give any specific details of such changes or to explain to Shareholders its future plans for the Company if the
Worldview Resolutions were approved at the EGM. The Board is fully supportive of the Company’s current
strategy.
In addition, the Board believes that, if Worldview were to control the Board, it would seek to remove Brian
O’Cathain as Chief Executive Officer. The Board believes that Worldview has not been transparent with regard
to its intentions regarding the position of Mr O’Cathain as Chief Executive Officer or regarding its intentions for
any possible replacement, whether from its existing Board nominees, the nominees to be proposed at the EGM or
otherwise. In this regard, in October 2014, Worldview proposed that either Joe Mach or Don Wolcott be
appointed as co-Chief Executive Officer of the Company.
Worldview has not disclosed how its proposed Board changes would affect the existing Board committees. In
particular, the Board notes that, if the Worldview Resolutions are approved and the Company Resolutions are
not approved at the EGM, the Company would not be able to comply with relevant guidance on the UK
Corporate Governance Code to the effect that the Audit Committee should contain at least one Director with “a
professional qualification from one of the professional accountancy bodies.” See paragraph 7.3 below for further details.
Given Worldview’s conduct in recent months, its current level of representation on the Board, the breaches of
corporate governance that would arise from its proposed Board changes and its failure to outline an alternative
strategy for the Company, the Board believes that the Worldview Resolutions have been proposed principally as
a means by which it can obtain control of the Board without paying Shareholders a fair price for obtaining
control of the Company. Furthermore, if the Worldview Resolutions are approved and the Company Resolutions
are not approved, the Board believes that there could be significant adverse impacts/outcomes on the
effectiveness, balance and independence of the Board.
Accordingly, the Board strongly recommends that Shareholders vote AGAINST the Worldview Resolutions
and IN FAVOUR OF the Company Resolutions at the EGM.
5.4
Risks to the Algerian Isarene PSC on a change of control
In the Board’s view, there would be a risk to the Company’s key asset, the Isarene PSC in Algeria, if Worldview
was to be successful in taking effective control of the Company by having nominated a majority of Directors on
the Board.
Under Algerian law, the Company is required to inform the Algerian Ministry of any circumstances that could be
held to constitute a change of control in the Company. The term change of control is defined very broadly under
the relevant Algerian law, but, for example, the Company is obliged to give details of any agreement or other
circumstances whereby an individual or a legal entity obtains control of direction or management of the
Company, as well as where any person acquires more than 10 per cent. of the issued share capital of the
Company. After it is notified by the Company of the relevant circumstances, the Algerian Ministry may (at its
sole discretion), within three months from receipt of the relevant notification, notify the Company that the new
controlling individual or entity of the Company is deemed not to be compatible with the continuation of the
Company’s activities in Algeria and terminate the Isarene PSC if the change of control remains in effect. The
interests and rights of the Company would be preserved in accordance with the Algerian laws in force at the
time and the provisions of the relevant contracts, including the Isarene PSC. However, in the view of the Board,
such an event would give rise to a potentially serious loss of upside value to the Company.
6.
POSITION OF BRIAN O’CATHAIN AS A DIRECTOR AND CHIEF EXECUTIVE OFFICER
6.1
Information on the role of Brian O’Cathain as Director and Chief Executive Officer
Brian O’Cathain is a geologist and petroleum engineer, with over 30 years’ experience in senior technical and
commercial roles in upstream oil and gas exploration and production companies.
Mr O’Cathain joined the Company and the Board in April 2007, initially as Executive Chairman. He was elected
15
as Chief Executive Officer by the Board in February 2009. Since joining the Company, Mr O’Cathain has played a
key role in the Company’s engagement with the Algerian regulatory authorities in discussions in respect of the
Group’s most important asset, the Ain Tsila gas field. He has represented the Group at meetings with four Chief
Executive Officers of Sonatrach and two Ministers of Energy in Algeria since 2007. Mr O’Cathain has also held
frequent meetings with Ministers and senior civil servants in the majority of the other jurisdictions in which the
Group operates, particularly in Egypt, Italy and the Kurdistan region of Iraq. He was responsible for leading
negotiations with Enel S.p.A., the Company’s farm-in partner in Algeria, and also led the negotiations that
resulted in the Company’s merger with Melrose Resources plc. Jointly with the Chief Financial Officer, Mr
O’Cathain is responsible for relations and dialogue with the Company’s principal Shareholders, institutional
Shareholders and other market participants. He also has many long-standing relationships with senior industry
figures among the Company’s partners, co-venturers, bankers and advisors, all of which, in the opinion of the
Board, are beneficial to the Company.
6.2
Board’s view on the implications for Brian O’Cathain’s position as Chief Executive Officer if he is
removed as a Director
For the reasons set out above, the Board believes that Brian O’Cathain continues to play a vital and effective role
as Director and Chief Executive Officer of the Company and that the removal of Mr O’Cathain would
significantly reduce the effectiveness of the Board. In particular, as noted above, Mr O’Cathain has been the
Company’s main interlocutor with the competent authorities in Algeria, including the Algerian Ministry and the
Chief Executive Officer of Sonatrach since he joined the Board in 2007. The Board considers that it would be
greatly to the advantage of the Company for him to continue in this role.
If passed, the Worldview Resolution to remove Mr O’Cathain as a Director would not have the effect of
removing Mr O’Cathain as the Chief Executive Officer. However, the Board believes that the removal of Mr
O’Cathain as a Director would seriously impinge on his ability to carry out his role as Chief Executive Officer
and could also cause Mr O’Cathain to pursue a claim against the Company for breach of the terms and
conditions of his employment. Furthermore, the Articles of Association of the Company provide that the
Directors may revoke the appointment of the Chief Executive Officer at any time. However, this would be subject
to Mr O’Cathain’s employment law rights, both under his contract of employment and under employment law
generally. The Board believes that, based on Worldview’s public announcements to date, if Worldview were to
control the Board of Petroceltic, it would seek to terminate Mr O’Cathain’s employment as Chief Executive
Officer. That process could give rise to lengthy and costly legal proceedings, potentially requiring the payment of
compensation to Mr O’Cathain if the Company were to be found to have breached the terms and conditions of
Mr O’Cathain’s contract of employment and/or his employment rights. Also, as noted above, the Board believes
that the removal of Brian O’Cathain as Director and also as Chief Executive Officer of the Company could
materially prejudice the business and operations of the Group.
The Board continues to strongly support Mr O’Cathain, both as a Director and Chief Executive Officer, and
strongly urges Shareholders to vote AGAINST the Worldview Resolution to remove him as a Director at the
EGM.
7.
WHY YOUR BOARD BELIEVES THAT TWO NEW INDEPENDENT NON-EXECUTIVE
DIRECTORS, NICHOLAS GAY AND NEEVE BILLIS, SHOULD BE APPOINTED TO THE BOARD
7.1
The changes to the Board over the last nine months have significantly reduced the number of
independent Directors and the balance and scope of experience and skills available to the Board
In its annual report for the financial year ended 31 December 2013, the Company stated (at page 62) that the
Board as constituted at the date of publication of the report (being 30 May 2014) had “a good balance of commercial,
financial and technical skills which are appropriate to the requirements of the business”. This view was supported by an
analysis of corporate governance matters that was prepared by a leading independent global governance firm in
advance of the Company’s annual general meeting in June 2014. That independent analysis concluded that the
Company’s overall corporate governance practices were at that time in compliance with recommended best
practice in terms of Board and Board committee composition for the relevant year.
In order to secure the agreement of Worldview to vote in favour of the resolution at the Placing EGM, the
Company was required to make a number of changes to the Board, including the resignations as Directors of
Hugh McCutcheon, Tom Hickey, David Thomas and Rob Arnott in July 2014. Those resignations significantly
reduced the relevant financial expertise available to the Board (Hugh McCutcheon and Tom Hickey are both
qualified chartered accountants). That position was further exacerbated by the resignation of James Agnew in
January 2015 (James Agnew is also a qualified chartered accountant).
16
The Board has determined that neither Joe Mach nor Don Wolcott, the two Directors nominated to the Board by
Worldview in July 2014, is independent. Accordingly, the number of independent Non-Executive Directors on
the Board is currently two (out of a total of six Directors). The Board believes that, to function effectively and to
comply with best governance practice, at least half of the Board should be independent.
The Company announced in December 2014 (before receipt of the requisition from Worldview in respect of the
EGM to consider the Worldview Resolutions), that it intended to recruit an appropriate independent NonExecutive Director to replace James Agnew. However, for the reasons outlined below, the Board has formed the
view that two additional independent Non-Executive Directors (one of whom must have a professional
qualification from one of the professional accountancy bodies) are required to restore a proper balance to the
Board.
Full details of Nicholas Gay and Neeve Billis, the two candidates proposed by the Board for election as Directors,
are set out in paragraph 8 below.
7.2
Your Board needs additional independent Non-Executive Directors
The Board believes that, to function effectively and to comply with best governance practice, at least half of the
Board should be independent. Currently, it has determined that two out of six Directors only are independent.
The Board believes that each of Nicholas Gay and Neeve Billis satisfies the test of independence under the UK
Corporate Governance Code. Accordingly, if they are appointed (and the Worldview Resolutions are not
approved), the proportion of independent Directors would increase to an appropriate level (being four out of
eight Directors).
7.3
Your Board needs a new independent Director with appropriate audit and accounting experience
The Board, and the Nominations Committee of the Board, evaluate the composition of the Board on an on-going
basis, having regard to best corporate governance practices, including the UK Corporate Governance Code. As
an international oil and gas exploration, development and production company and whose shares are admitted
to trading on AIM and ESM, the Board requires a mix of commercial, financial and technical skills.
However, as noted above, following James Agnew ceasing to be a Director on 11 January 2015, and following on
from the resignation of Hugh McCutcheon, Rob Arnott and Tom Hickey as Directors in July 2014 (to give effect
to the Worldview Shareholder Agreement), there are currently no Directors on the Board who have recent and
relevant financial experience and, in particular a professional qualification from one of the professional
accountancy bodies.
The UK Corporate Governance Code states that “the board should establish an audit committee of at least three, or in
the case of smaller companies, two independent non-executive directors” and that “[t]he Board should satisfy itself that at
least one member of the audit committee has recent and relevant financial experience.” In addition, best practice
guidance published by Financial Reporting Council (the body that publishes the UK Corporate Governance
Code) with regards to the Audit Committee states that “[I]t is desirable that the committee member whom the board
considers to have recent and relevant financial experience should have a professional qualification from one of the
professional accountancy bodies.”
One clear consequence of the current composition of the Board is that the Company cannot comply with these
provisions. This is particularly important in circumstances where the Company is currently preparing its audited
financial statements for the year ended 31 December 2014. The Board believes that the appointment of Nicholas
Gay, a qualified chartered accountant, would address this issue.
7.4
Process for appointing new Directors under the Articles of Association of the Company
The Board is entitled under the Articles of Association of the Company to appoint Nicholas Gay and Neeve Billis
as Directors without Shareholder approval (although those Directors must be put forward for re-election at the
next annual general meeting of the Company). However, given that the Worldview Resolutions seek to effect a
number of Board changes, the Board has decided that, in the interests of good corporate governance,
Shareholders should be asked to approve at the EGM the appointment of Nicholas Gay and Neeve Billis to the
Board. Mr Gay and Mr Billis were selected following a search process run and managed by an independent
external executive search agency.
For the reasons outlined above, the Board strongly recommends that Shareholders vote IN FAVOUR OF the
appointment of Nicholas Gay and Neeve Billis as Directors at the EGM.
17
8.
INFORMATION REGARDING NEW INDEPENDENT DIRECTORS PROPOSED BY THE
COMPANY
8.1
Details regarding Nicholas Gay
Nicholas Gay is a qualified chartered accountant and taxation specialist, and an experienced upstream executive
with over 30 years’ experience in the international oil and gas industry. His early career began with Arthur
Andersen & Co and he went on to progress in finance and taxation roles in the UK North Sea with LL&E and
Kerr McGee.
Mr Gay became Finance Director of Brabant Resources in 1991, later taking on the position of Managing Director,
and then acted as Finance Director and later Managing Director at Bitech Petroleum from 1997 to 2001. From
2001 to 2004, he acted as Chief Financial Officer for PetroKazakhstan Inc, and became Chief Executive Officer of
PetroLatina Energy plc in 2004. Mr Gay joined CompactGTL as Finance Director in early 2007 and then became
Chief Executive Officer in 2009. He has extensive public markets experience as a Chief Financial Officer and a
Chief Executive Officer, and consequently has extensive experience in corporate governance and financial
regulatory matters. Mr Gay has had involvement in shareholder and investment relations activities together with
equity, loan and debt financing. He has a strong exploration and production background, and has held
significant senior level management roles in the upstream sector, including board roles as an executive director,
and also, for a short period, as a non-executive director with Toreador Resources.
8.2
Details regarding Neeve Billis
Neeve Billis is a highly experienced oil and gas investment banker with over 30 years’ oil sector experience
advising both public and private companies on mergers, acquisitions, disposals, refinancings and capital
raisings. He is currently Global Co-Head of oil and gas at Rothschild. Mr Billis began his career in the oil
industry at Britoil subsequently working at the Prudential as its oil sector buy-side analyst prior to joining SG
Warburg as a senior oil and gas equity analyst.
Mr Billis joined Rothschild in 1992. In his role as Managing Director and Global Co-Head of oil and gas, he has
managed a wide range of oil and gas company client relationships and advised on over half (by value) of all on
market UK E&P deals in the last 20 years. He has also advised on large scale initial public offerings, debt
financings and privatisations.
9.
COMPANY ENGAGEMENT
ALLEGATIONS
9.1
Engagement with Worldview
WITH
WORLDVIEW
AND
RESPONSES
TO
SPECIFIC
Petroceltic's management team has had regular communication with Worldview from the time it became a
shareholder in November 2011. Until May 2014, the Company believed that it had a constructive relationship
with Worldview, based on a mutual understanding of the parties’ respective objectives for the Company. Indeed,
in statements made regarding the 2014 Placing on 16 and 27 May 2014, Worldview stated that, since it had
become a shareholder in 2011, it had always been supportive of management. That level of engagement has
increased in parallel with the increase in Worldview’s shareholding and, in particular, has increased significantly
during the course of 2014. Specifically:

the Chief Executive Officer and/or Chairman have had in excess of 10 meetings with Worldview during
2014, including one meeting at which all independent Non-Executive Directors were present; and

the Company and its advisers have received and responded to 11 letters from Worldview and its
advisers since October 2014.
Since May 2014, the Company has incurred significant costs and expenses in dealing with Worldview’s actions,
including adjourning extraordinary general meetings on two occasions, negotiating the Worldview Shareholder
Agreement, re-negotiating agreements with other substantial Shareholders (as required by Worldview),
reviewing and responding to a number of public announcements by and letters and other communications from
Worldview, undertaking significant changes to the structure of the Board, defending the legal proceedings issued
by Worldview and preparing for the forthcoming EGM (including drafting, printing and sending this document
to all Shareholders).
18
9.2
Responses to the specific Worldview allegations
Corporate Governance
Worldview has, on a number of occasions, made allegations of poor corporate governance at Petroceltic. On
many occasions, Worldview has chosen not to elaborate on the basis for those sweeping allegations. However, it
has made specific allegations regarding the 2014 Placing, the obligations of the Company under the Worldview
Shareholder Agreement, the conduct by management in connection with the Dragon Oil Possible Offer, the
position of James Agnew and some recent share option awards by the Company. Those specific allegations are
dealt with below and, in each case, the Board strenuously rejects the assertions or insinuations by Worldview of
poor corporate governance.
The Company’s 2013 annual report contains a detailed corporate governance statement, detailing practices and
procedures in place, which Shareholders are encouraged to read. In addition, the Board notes that, in advance of
the Company’s 2014 annual general meeting (and before implementation of the Board changes required to give
effect to the Worldview Shareholder Agreement), an analysis of corporate governance matters prepared by a
leading independent global governance consultant concluded that the Company’s overall corporate governance
practices were at that time in line with recommended best practice in terms of Board and Board committee
composition and operation.
As one example of its adherence to good corporate governance, given that the Worldview Resolutions seek to
effect a number of Board changes, the Board has decided not to exercise its right under the Articles of Association
of the Company immediately to appoint Nicholas Gay and Neeve Billis as Directors. Consequently, it is asking
Shareholders to approve their appointment as Directors at the forthcoming EGM.
The Board changes that the Company was required to undertake in order to comply with the Worldview
Shareholder Agreement significantly reduced the balance and scope of experience and skills available to the
Board and the number of independent Directors, contrary to best corporate governance practice. In addition, as
described above, the Board believes that the Worldview Resolutions, if passed, could significantly impact the
effectiveness of the Board, again contrary to best corporate governance practice. Accordingly, the Board believes
that allegations by Worldview of poor corporate governance at Petroceltic should be viewed in that context.
2014 Placing
The Company made a detailed response to the various allegations made by Worldview in respect of the 2014
Placing in an announcement dated 30 May 2014. The Company encourages Shareholders to read that
announcement but does not see any need to repeat that response in this document. However, the Board
continues strongly to believe that the 2014 Placing was in the best interests of all Shareholders and was carried
out in a manner designed to ensure (insofar as was possible) a diverse and balanced Shareholder base, whilst
bringing new and valuable experience into the Company.
The alternative proposal made by Worldview effectively to underwrite the 2014 Placing, which was not fully
termed and therefore lacked certainty, was made the day before the 2014 Placing was announced, at which time
the Board had already substantially agreed the placing arrangements. If implemented, the Worldview proposal
would have resulted in Worldview significantly increasing its shareholding at the time without paying an
appropriate premium. Whilst Worldview significantly increased its shareholding during and following the 2014
Placing, that increase was effected through share purchases, with all Shareholders having (in theory) the
opportunity to sell their shares in the market to meet that demand.
Review / Litigation
On 12 December 2014, the Company announced that it had received legal proceedings issued by Worldview. The
proceedings alleged that the Company failed to undertake a review of its business, as required by the Worldview
Shareholder Agreement. The proceedings sought direction from the Court as to the manner in which the review
would be undertaken. Petroceltic considers that the review contemplated by the Worldview Shareholder
Agreement has been undertaken and completed and believes that the legal proceedings are totally without merit
and misconceived.
19
Dragon Oil Possible Offer
On 6 October 2014, the Company announced that it was in detailed discussions with Dragon Oil with respect to a
possible offer for the issued, and to be issued, share capital of Petroceltic at a price of 230 pence sterling per share
in cash (the “Dragon Oil Possible Offer”).
Worldview has stated that, in its view, the failure by Dragon Oil to proceed to make a formal offer can in some
way be linked to “management’s apparent ineptitude”. Worldview has not given any basis for its statement and
had no involvement in the negotiations or deal process that might have enabled it credibly to advance such an
opinion. In addition, its allegations are directly contradicted by the public statements made by Dragon Oil.
In its trading statement issued on 20 January 2015, Dragon Oil stated that the decision not to proceed with the
offer “was taken in light of a significant drop in the crude oil price and subsequent uncertainty about the long-term prices
for crude oil.” In this regard, it is worth noting that the oil price fell from US$112.3 per barrel on 1 July 2014 to
US$68.3 per barrel on 30 November 2014, a decline of approximately 39 per cent.
The Company categorically rejects the allegations and insinuations made by Worldview, which it believes have
not been made on the basis of factual information and indeed are contradicted by publicly available information.
Allegations regarding James Agnew
Worldview has made a number of allegations regarding James Agnew, a former senior independent NonExecutive Director. In particular, the Company notes the announcement made by Worldview on 13 January 2015.
The Company has acted, and believes that Mr Agnew has acted, in accordance with the requirements of Irish
company law, the ESM Rules and the AIM Rules and proper corporate governance practices in connection with
all matters relating to Mr Agnew’s resignation and his appointment to KPMG’s Capital Advisory Group.
The Board is satisfied that Mr Agnew did not vote at any meeting of the Board or the Audit Committee on any
matter in which, by virtue of his proposed new role with KPMG, or otherwise, he had or could be reasonably
perceived to have a conflict of interest.
Share option awards
Worldview issued an announcement on 17 December 2014 criticising the Company’s awards on 12 December
2014 to senior executives in the form of awards under the Company’s 2013 Performance Share Plan. Those
awards were typical annual awards, granted in the normal course of business under an employee incentive plan
that was approved by Shareholders at the Company’s annual general meeting in 2013. The grants were also
approved by the Remuneration Committee at a meeting in September 2014. These awards were made slightly
later than in 2013, on account of the Company having been in a close period in 2014 due to the discussions
regarding the Dragon Oil Possible Offer. In accordance with the rules of the plan, the awards were granted
following the end of the relevant close period. To have any value, those awards also require the Company to
demonstrate positive share price performance as compared to a group of peer companies over a three year
period.
The Company’s 2013 Performance Share Plan is a common form of executive participation scheme for publicly
listed companies. In the design and implementation of this scheme, the Board was advised by professional
remuneration consultants.
10.
THE EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held at Royal College of Physicians, 6 Kildare Street, Dublin 2,
Ireland, at 11 a.m. on 25 February 2015. The Notice of EGM is set out at the end of this document.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
11.
ACTION TO BE TAKEN
Please check that you have received a Form of Proxy for use in respect of the EGM with this document. If you
have not received such document, please contact the Registrar at (01) 431 9825 or (if calling from outside Ireland)
+353 1 431 9825.
20
Whether or not you intend to be present at the EGM, you are requested to complete and return the Form of Proxy
in accordance with the procedures set out below. You or your representative will be required to register
attendance with the Registrar upon arrival. The completion and return of a Form of Proxy for the EGM will not
prevent you from attending, speaking, asking questions and voting at the EGM (or any adjournment thereof) in
person if you wish to do so.
CREST members may also submit their proxy by utilising the CREST electronic proxy appointment service, as
described in further detail below.
If you wish to attend in person, detach and retain the Attendance Card (attached to the Form of Proxy) for
attendance at the EGM.
If you wish to appoint a representative to attend and vote on your behalf, or if you wish simply to direct how
your votes be cast, you should complete the enclosed Form of Proxy in accordance with the instructions on the
form, and, where indicated:

insert the name and address of the person you wish to nominate (if you wish your representative to
attend and vote on your behalf); or

retain the reference to the Chairman of the EGM (if you wish the Chairman to cast your votes, as you
may direct).
Once signed, the Form of Proxy should without delay be sent by post, together with any authority under which it
is executed or a copy of such authority certified notarially or by a solicitor practicing in Ireland, to
Computershare Investor Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18, Ireland or (during
normal business hours) by hand to Computershare Investor Services (Ireland) Limited, Heron House, Corrig
Road, Sandyford Industrial Estate, Dublin 18, Ireland, and in any event by no later than 11 a.m. on 23 February
2015, or, if the EGM is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned
EGM or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) no later
than 48 hours before the taking of the poll at which it is to be used.
If you would like to submit your proxy via the Internet, you may do so by utilising the Registrar’s online proxy
appointment service at www.eproxyappointment.com and following the instructions thereon. To be valid, a
Form of Proxy submitted via the Internet must be received by no later than 11 a.m. on 23 February 2015, or, if the
EGM is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned EGM or (in the
case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) no later than 48 hours
before the taking of the poll at which it is to be used.
CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do
so for the EGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and those CREST members who have appointed any
voting service provider(s), should refer to their CREST sponsor or voting service provider(s), 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 Proxy Instruction must be properly authenticated in
accordance with Euroclear’s specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message must, in order to be valid, be transmitted so as to be received by
the Registrar under participant ID 3RA50 at least 48 hours before the commencement of the EGM.
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, further details of which are contained in the CREST Manual) from
which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to a proxy appointed through CREST should be communicated to the
appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers 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 any voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) 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 regard, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings. Petroceltic may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
In the case of joint holders of Ordinary Shares, the vote of the senior who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority
21
will be determined by the order in which the names stand in the register of members of the Company in respect
of the joint holding.
12.
RECOMMENDATION
Your Board believes that:

The Worldview Resolutions are not in the best interests of the Company and Shareholders as a
whole. The Board believes that Worldview has proposed the Worldview Resolutions principally as a
means by which it can obtain control of the Board without paying Shareholders a fair price for
obtaining control of the Company. In addition, the Board believes that approval of the Worldview
Resolutions would have a negative impact on the effectiveness of the Board and prejudice the
business and operations of the Group.

The Company Resolutions are in the best interests of the Company and Shareholders as a whole, as
the appointment of Nicholas Gay and Neeve Billis to the Board is required to restore the necessary
degree of independence and a balance of skills and experience to the Board that is appropriate for an
international oil and gas exploration, development and production company whose shares are
admitted to trading on AIM and ESM.
ACCORDINGLY, THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST
THE WORLDVIEW RESOLUTIONS (RESOLUTIONS 1 TO 3) AND IN FAVOUR OF THE COMPANY
RESOLUTIONS (RESOLUTIONS 4 AND 5) AT THE FORTHCOMING EGM.
The two Directors nominated to the Board by Worldview, being Joe Mach and Don Wolcott, have taken a
dissenting position with respect to the Board recommendations regarding the Company Resolutions and the
Worldview Resolutions.
The Directors holding Ordinary Shares intend to vote AGAINST the Worldview Resolutions and IN
FAVOUR OF the Company Resolutions in respect of their own beneficial holdings, which at the Latest
Practicable Date, amount to, in aggregate 41,513,811 Ordinary Shares representing approximately 19.4 per cent
of the Company’s existing issued share capital as at the Latest Practicable Date.
Yours faithfully,
ROBERT ADAIR
Chairman
22
DEFINITIONS
________________________________________________________________________________________________________________
In this document the following expressions have the following meanings unless the context otherwise requires or unless
otherwise provided:
“2014 Placing”
the placing undertaken by the Company of new
ordinary shares in May and June 2014, raising
approximately $100 million;
“AIM”
the market of that name operated by the London Stock
Exchange;
“AIM Rules”
the rules for AIM companies and their AIM advisers,
as published from time to time by the London Stock
Exchange in relation to AIM traded securities;
“Algerian Ministry”
the Algerian Ministry of Energy and Mines or any
successor or replacement government agency;
“Audit Committee”
the audit committee of the Board from time to time;
“Board”
the board of Directors as at the date of this document,
whose names are set out on page 8 of this document;
“Company Resolutions”
Resolutions 4 and 5 in the Notice of EGM, being the
ordinary resolutions proposed by the Company and
recommended by the Board to appoint Nicholas Gay
and Neeve Billis as additional Independent NonExecutive Directors;
“CREST”
the system of paperless settlement of trades in
securities and the holding of uncertificated securities
operated by Euroclear in accordance with the CREST
Regulations;
“CREST Manual”
the CREST Reference Manual;
“CREST Member”
a person who has been admitted by Euroclear as a
system-member (as defined in the CREST
Regulations);
“CREST participant”
a person who is, in relation to CREST, a systemparticipant (as defined in the CREST Regulations);
“CREST Proxy Instruction”
the appropriate CREST message required for a proxy
appointment made by means of CREST to be valid;
“CREST Personal Member”
a CREST member admitted to CREST as a personal
member;
“CREST Regulations”
the Companies Act 1990 (Uncertificated Securities)
Regulations 1996 (S.I. No. 68 of 1996) of Ireland (as
amended);
“CREST Sponsor”
a CREST participant admitted to CREST as a CREST
sponsor;
“CREST Sponsored Member”
a CREST member admitted to CREST as a sponsored
member;
“Directors”
the directors of the Company from time to time;
“Dragon Oil”
Dragon Oil plc;
“Dragon Oil Possible Offer”
the possible offer by Dragon Oil for the issued, and to
be issued, share capital of Petroceltic at a price of 230
pence sterling per share in cash, which was announced
by the Company on 6 October 2014 (although Dragon
Oil announced on 1 December 2014 that it did not
intend to proceed with that possible offer);
23
“EGM” or “Extraordinary General Meeting”
the requisitioned extraordinary general meeting of the
Company, to be held at Royal College of Physicians, 6
Kildare Street, Dublin 2, Ireland at 11 a.m. on 25
February 2015 or any adjournment thereof, notice of
which is set out at the end of this document;
“ESM”
the market of that name operated by the Irish Stock
Exchange;
“ESM Adviser”
a person whose name appears on the register of ESM
advisers held by the Irish Stock Exchange;
“ESM Rules”
the rules for ESM companies and their ESM advisers,
as published from time to time by the Irish Stock
Exchange in relation to ESM traded securities;
“Executive Director”
a Director who is a full or part-time employee of, or
holder of an executive office with, a member of the
Group;
“Euroclear”
Euroclear UK & Ireland Limited;
“Form of Proxy”
the form of proxy for use at the EGM;
“Group”
Petroceltic and its subsidiary undertakings;
“Ireland”
the island of Ireland, save for Northern Ireland;
“Irish Stock Exchange”
the Irish Stock Exchange plc;
“Isarene PSC ”
the Isarene production sharing contract between the
Company and ANOGC (the Algerian national oil and
gas company in 2004) entered into on 26 September
2004 and which came into effect on 26 April 2005;
“Latest Practicable Date”
26 January 2015, being the latest practicable date prior
to the publication of this document;
“London Stock Exchange”
London Stock Exchange plc;
“NAPF”
the National Association of Pension Funds in the UK;
“Nominations Committee”
the nominations committee of the Board from time to
time;
“Non-Executive Director”
a Director who is not a full or part-time employee, or
holder of an executive office with, a member of the
Group;
“Notice of EGM”
the notice of EGM set out at the end of this document;
“Option Holders”
holders of options under the Petroceltic Share Option
Schemes;
“Ordinary Shares”
ordinary shares of €0.3125 each in the Company;
“Petroceltic” or the “Company”
Petroceltic International plc;
“Petroceltic Share Option Schemes”
(a)
the Company’s 2004 incentive share option
scheme;
(b)
the Company’s 2009 incentive share option
scheme;
(c)
the Company’s 2013 Performance Share Plan;
(d)
the Company’s 2013 Share Option Plan; and
(e)
the Company’s 2013 Deferred Bonus Plan;
“Placing EGM”
the extraordinary general meeting of the Company
convened for the purpose of approving the conditional
24
allotment of the second tranche of new Ordinary
Shares under the 2014 Placing, which meeting was
originally convened for 9 June 2014, but adjourned on
two occasions and finally held on 26 June 2014;
“Registrar” or “Computershare”
the Company’s registrar, being Computershare
Investor Services (Ireland) Limited of Heron House,
Corrig Road, Sandyford Industrial Estate, Dublin 18,
Ireland;
“Resolutions”
the resolutions contained in the Notice of EGM, to be
proposed at the EGM in the manner specified in the
Notice of EGM;
“Shareholder(s)”
holder(s) of Ordinary Shares;
“Sonatrach”
Société Nationale pour la Recherche, la Production, le
Transport, la Transformation, et la Commercialisation
des Hydrocarbures s.p.a., an Algerian government
owned company formed to exploit the hydrocarbon
resources of Algeria;
“subsidiary undertakings”
shall have the meaning given by the European
Communities (Companies: Group Accounts)
Regulations 1992;
“UK Corporate Governance Code”
the UK Corporate Governance Code published by the
Financial Reporting Council in September 2014;
“United Kingdom”
the United Kingdom of Great Britain and Northern
Ireland;
“Worldview”
Worldview Capital Management SA, a private
investment management company based in Obwalden,
Switzerland with associated operations in the United
Kingdom; and
“Worldview Resolutions”
Resolutions 1 to 3 in the Notice of EGM, being the
ordinary resolutions proposed by Worldview to
remove Brian O’Cathain as a Director and to appoint
Angelo Moskov and Maurice Dijols as Directors.
Notes:
(i)
Unless otherwise stated in this document, all references to statutes or other forms of legislation shall refer to statutes
or forms of legislation of Ireland. Any reference to any provision of any legislation shall include an amendment,
modification, re-enactment or extension thereof.
(ii)
The symbol “€” refers to euro, the lawful currency of Ireland pursuant to the provisions of the Economic and
Monetary Union Act 1998. The symbols “Stg£” or “£” or “p” refer to sterling pounds and pence, the lawful currency
of the United Kingdom, and the symbols “US$” or “$” refer to US dollars, the lawful currency of the United States of
America.
(iii)
Words importing the singular shall include the plural and vice versa and words importing the masculine gender
shall include the feminine or neuter gender.
25
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
PETROCELTIC INTERNATIONAL PLC
Notice is hereby given that an Extraordinary General Meeting of Petroceltic International plc (the “Company”)
will be held at Royal College of Physicians, 6 Kildare Street, Dublin 2, Ireland on 25 February 2015 at 11 a.m., to
consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions:
THE WORLDVIEW RESOLUTIONS:
1.
That Brian O’Cathain be and is hereby removed from his office as Director of the Company
2.
That Maurice Dijols be and is hereby appointed as a Director of the Company
3.
That Angelo Moskov be and is hereby appointed as a Director of the Company
THE COMPANY RESOLUTIONS:
4.
That Nicholas Gay be and is hereby appointed as a Director of the Company
5.
That Neeve Billis be and is hereby appointed as a Director of the Company
BY ORDER OF THE BOARD
Alasdair Robinson
Secretary
Registered Office:
5th Floor
3 Grand Canal Plaza
Grand Canal Street Upper
Dublin 4
Ireland
Dated: 28 January 2015
Notes:
1.
The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities)
Regulations 1996 (as amended), specifies that only those persons entered on the register of members of
the Company as at 6.00 p.m. on 23 February 2015 (or if the Extraordinary General Meeting is adjourned,
at 6.00 p.m. on the day two days prior to the adjourned Extraordinary General Meeting) will be entitled
to attend and vote at the Extraordinary General Meeting or any adjournment thereof in respect of the
number of shares registered in their names at the relevant time. Changes to entries in the register of
members after that time will be disregarded in determining the right of any person to attend and / or
vote at the meeting.
2.
A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote on his
behalf. A proxy need not be a member of the Company. Members may appoint a proxy using the
enclosed Form of Proxy, the CREST electronic proxy appointment service (described below) or the
Registrar’s online proxy appointment service (also described below).
3.
To appoint a proxy electronically log on to the website of Computershare:
www.eproxyappointment.com. You will be asked to enter the Control Number, the Shareholder
Reference Number and PIN and agree to certain terms and conditions. To be valid, a Form of Proxy for
the EGM submitted via the internet must be received by the latest time(s) for receipt of proxy
appointments specified in this notice of meeting.
26
4.
The Form of Proxy must (i) in the case of an individual member be signed or submitted electronically in
accordance with note 3 above by the member or his/her attorney; or (ii) in the case of a body corporate
be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney
or submitted electronically in accordance with note 3 above.
5.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority
will be determined by the order in which the names stand in the register of members in respect of the
joint holding.
6
The deposit of an instrument of proxy will not preclude a member from attending and voting in person
at the EGM.
7.
To be valid, an appointment of proxy must be returned using one of the following methods: (i) by
sending this Form of Proxy, duly completed and signed, together with any authority under which it is
executed or a copy of such authority certified notarially or by a solicitor practicing in Ireland, by post to
Computershare Investor Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18, Ireland or
(during normal business hours) by hand to Computershare Investor Services (Ireland) Limited, Heron
House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland; (ii) in the case of CREST members,
by utilising the CREST electronic proxy appointment service; or (iii) by utilising the Computershare
online proxy appointment service at www.eproxyappointment.com, and in each case the appointment
of proxy (together with any relevant power or authority) must be received (or, in the case of the
appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by
CREST) by the Computershare not later than 48 hours before the time appointed for holding the EGM.
If two or more valid but differing proxy appointments are received in respect of the same ordinary
share, the one which is last received (regardless of its date or the date of its execution) shall be treated as
replacing and revoking the others as regards that ordinary share and, if the Company is unable to
determine which was last deposited, none of them shall be treated as valid in respect of that ordinary
share.
8.
CREST members who wish to appoint a proxy by utilising the CREST electronic proxy appointment
service may do so for the meeting and any adjournment(s) thereof by utilising 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(s), should refer to their CREST Sponsor
or voting service provider(s), who will be able to take appropriate action on their behalf.
9.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message
(a “CREST Proxy Instruction’’) must be properly authenticated in accordance with Euroclear UK and
Ireland’s specifications and must contain the information required for such instructions, as described in
the CREST Manual. The message (whether it constitutes the appointment of a proxy or an amendment
to the instruction given to a previously appointed proxy) must be transmitted so as to be received by the
Registrars, as issuer’s agent (ID number 3RA50), by the latest time(s) for receipt of proxy appointments
specified in this notice of meeting. 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.
10.
CREST members and, where applicable, their CREST sponsors or voting service providers 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(s), to
procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service provider s are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the CREST
system and timings
11.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended).
12.
The Company has included on this Form of Proxy a ‘Vote Withheld’ option in order for members to
abstain on any particular resolution. However, it should be noted that a ‘Vote Withheld’ is not a vote in
law and will not be counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the particular
resolution.
27