88 Energy Regulatory News (88E)

26 March 2015 88 ENERGY LIMITED NOTICE OF ANNUAL GENERAL MEETING 88 Energy Limited (ASX:88E; AIM:88E)("88 Energy" or the "Company") advisesthat it has today posted a circular to shareholders containing the Notice ofAnnual General Meeting ("Meeting") to be held on 24 April 2015, and a ProxyForm. A Form of Voting Instruction will be distributed to Depository Interestholders. Below is a summary of this notice. A copy of the full explanatorystatement and associated appendices is available from the Company's website atwww.88energy.com. DAVID WALLManaging Director 88 Energy LimitedLevel 2, 5 Ord StreetWest Perth WA 6005, AustraliaPh: + 61 8 9485 0990www.88energy.com Contacts RFC Ambrian Limited As Nominated AdviserMr Oliver Morse+61 8 9480 2500 important information Time and place of Meeting Notice is given that the Annual General Meeting of the Company will be held at9:00am (WST) on 24 April 2015 at: Celtic Club, 48 Ord St, West Perth Your vote is important The business of the Meeting affects your shareholding and your vote isimportant. Voting eligibility The Directors have determined pursuant to Regulation 7.11.37 of theCorporations Regulations 2001 (Cth) that the persons eligible to vote at theMeeting are those who are registered Shareholders at 9:00am (WST) on 22 April2015. DI Holders may attend the Meeting but will not be permitted to vote at theMeeting. For their votes to be counted DI Holders must submit their CRESTVoting Instruction to the Company's agent by 12.00pm (GMT) 18 April 2015.Alternatively DI Holders can vote using the enclosed Form of Instruction inaccordance with the instructions below. Voting in person To vote in person, attend the Meeting at the time, date and place set outabove. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and returnby the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders areadvised that: each Shareholder has a right to appoint a proxy; the proxy need not be a Shareholder of the Company; and a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that changes to theCorporations Act made in 2011 mean that: if proxy holders vote, they must cast all directed proxies as directed; and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of aproxy may specify the way the proxy is to vote on a particular resolution and,if it does: the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and the appointed proxy is not the chair of the meeting; and at the meeting, a poll is duly demanded on the resolution; and either of the following applies: the proxy is not recorded as attending the meeting; or the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, tohave been appointed as the proxy for the purposes of voting on the resolutionat the meeting. United Kingdom (CREST Voting Instruction) DI Holders in CREST may transmit voting instructions by utilising the CRESTvoting service in accordance with the procedures described in the CRESTManual. CREST personal members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider, should refer totheir CREST sponsor or voting service provider, who will be able to takeappropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, theappropriate CREST message (CREST Voting Instruction) must be properlyauthenticated in accordance with Euroclear's specifications and must containthe information required for such instructions, as described in the CRESTManual (available via www.euroclear.com/CREST). To be effective, the CREST Voting Instruction must be transmitted so as to bereceived by the Company's agent (Computershare UK) no later than 18 April 2015at 12.00pm (GMT). For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the CREST VotingInstruction by the CREST applications host) from which the Company's agent isable to retrieve the CREST Voting Instruction by enquiry to CREST in themanner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or votingservice providers should note that Euroclear does not make available specialprocedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the transmission of CRESTVoting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DIHolder is a CREST personal member or sponsored member or has appointed avoting service provider, to procure that the CREST sponsor or voting serviceprovider takes) such action as shall be necessary to ensure that a CRESTVoting Instruction is transmitted by means of the CREST voting service by anyparticular time. In this connection, DI Holders and, where applicable, their CREST sponsors orvoting service providers are referred, in particular, to those sections of theCREST Manual concerning practical limitations of the CREST system and timings. Form of Instruction DI Holders are invited to attend the Meeting but are not entitled to vote atthe Meeting. In order to have votes cast at the Meeting on their behalf, DIHolders must complete, sign and return the Forms of Instruction sent to themtogether with this Notice to the Company's agent, Computershare UK, by nolater than 18 April 2015 at 12.00pm (GMT). business of the meeting AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for thefinancial year ended 31 December 2014 together with the declaration of theDirectors, the Directors' report, the Remuneration Report, and the Auditor'sreport. 2. Resolution 1 - ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as a non-binding resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, and forall other purposes, the Remuneration Report forming part of the Company's 2014Annual Report be and is hereby adopted." Note: the vote on this Resolution is advisory only and does not bind theDirectors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalfof either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on thisResolution as a proxy if the vote is not cast on behalf of a person describedabove and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3. Resolution 2 - RE-ELECTION OF MR MICHAEL EVANS AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, Mr Michael Evans, being a Director of the Company, who retires byrotation in accordance with Rule 11.2 of the Company's Constitution and beingeligible for re-election, be hereby re-elected as a Director of the Company,with effect from the close of the meeting." 4. Resolution 3 - CHANGE OF AUDITOR To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of section 327B of the Corporations Act and for allother purposes, BDO Audit (WA) Pty Ltd having been nominated by a Shareholderand having consented in writing to act in the capacity of auditor, beappointed as auditor of the Company with effect from the close of theMeeting." 5. Resolution 4 - APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as a special resolution: "That, for the purposes of Listing Rule 7.1A and for all other purposes,approval is given for the issue of Equity Securities totalling up to 10% ofthe issued capital of the Company at the time of issue, calculated inaccordance with the formula prescribed in Listing Rule 7.1A.2 and on the termsand conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the issue of Equity Securities under thisResolution and a person who might obtain a benefit, except a benefit solely inthe capacity of a holder of ordinary securities, if the Resolution is passedand any associates of those persons. However, the Company will not disregard avote if it is cast by a person as a proxy for a person who is entitled tovote, in accordance with the directions on the Proxy Form, or, it is cast bythe person chairing the meeting as proxy for a person who is entitled to vote,in accordance with a direction on the Proxy Form to vote as the proxy decides. 6. Resolution 5 - RATIFICATION OF PRIOR ISSUE OF SHARES To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 91,319,300 Shares on 2 March 2015 on theterms and conditions set out the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 7. Resolution 6 - RATIFICATION OF PRIOR ISSUE OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 45,659,650 Options on 2 March 2015 on theterms and conditions set out the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 8. Resolution 7 - RATIFICATION OF PRIOR ISSUE OF SHARES To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That for the purpose of ASX Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 2,000,000 Shares on 17 March 2015 on theterms and conditions set out the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 9. Resolution 8 - RATIFICATION OF PRIOR ISSUE OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes,Shareholders ratify the issue of 28,000,000 Options on 17 March 2015 on theterms and conditions set out the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. Dated: 25 March 2015 By order of the Board David WallDirector