Panoro Energy ASA

AGM Information • Oct 8, 2014

The Nomination Committee's recommendation to the Extraordinary General Meeting in Panoro Energy ASA scheduled for October 14, 2014

The Nomination Committee's recommendation to the Extraordinary General Meeting in Panoro Energy ASA scheduled for October 14, 2014

Mandate

The Nomination Committee's mandate is set out in Panoro Energy ASA's

("PEN" or "the Company") Articles of Association § 8, as follows:

"The Company shall have a Nomination Committee consisting of 2 to 3

members to be elected by the Annual General Meeting for a two year

period. The majority of the Nomination Committee shall be independent of

the Board of Directors and the day-to-day management. The Nomination

Committee's duties are to propose to the General Meeting shareholder

elected candidates for election to the Board of Directors, and to

propose remuneration to the Board. The Annual General Meeting may adopt

procedures for the Nomination Committee."

The Nomination Committee currently has the following members:

· Petter Mannsverk Andresen (Chair)

· Odd Rune Heggheim

· Stig Roar Myrseth

The work of the Nomination Committee

The Board of Directors in Panoro Energy ASA has summoned for an

Extraordinary General Meeting on October 14, 2014. The reason for the

notice was that the Board on September 14, 2014 received a written

demand to call for an Extraordinary General Meeting from shareholders

representing atleast 5% of the share capital of the Company. The agenda

for the Extraordinary General Meeting is the election of Board of

Directors and the election of the Chairman of the Board.

The current Board was elected at the Extraordinary General Meeting on

September 6, 2013 and based on the recommendation by a unanimous

Nomination Committee. Subsequently, in the Annual General Meeting of May

15, 2014, it was resolved that no changes be made to the current Board

of Directors. The Nomination Committee has, after the request received

from shareholders, evaluated the possibility of replacing/ electing new

members to the Board of Directors. The Nomination Committee has over the

past weeks held meetings where the Board's composition has been

discussed. This includes meetings with the current Board members and a

substantial number of shareholders of Company including, but not limited

to Afrique Energie Corp., KLP, Storebrand, Nanes Balkany Partners and a

group of Norwegian shareholders led by Mr. Lars Brandeggen. Based on

extensive feedback the Nomination Committee has anchored its

recommendation.

Members of the Board of Directors

The Nomination Committee has concluded its evaluation and is unanimous

in its recommendation that the following five highly qualified nominees

with strong oil and gas, capital markets and African-specific experience

are appointed as the Board of Directors of Panoro Energy ASA.

If the General Meeting approves the recommendation, the Board of Panoro

Energy ASA will consist of:

· Mr. Julien Balkany (Chairman)

· Ms. Alexandra Herger

· Ms. Silje Christine Augustson

· Mr. Lars Brandeggen

· Mrs. Rosa Whitaker

The Committee's nomination also reflects the continuity aspect with the

recommendation of Ms Silje Augustson as a member of the Board of

Directors.

Mr. Julien Balkany, a French citizen resident in London, he has served

as managing member and Founder of Nanes Balkany Partners LLC, a NY-based

activist hedge fund which primarily pursues value investments in

publicly traded oil and gas companies, since January 2008. Mr. Balkany

has been since May 2014 a Non-Executive Director of Gasfrac Energy

Services (ticker: GFS CN), a Calgary-based oil and gas fracking services

company listed on the TSX since May this year. Mr. Balkany has also

served as Vice-Chairman and Director of Toreador Resources Corp.

(ticker: TRGL US), an oil and gas exploration and production company

with operations in Continental Europe and listed on the NASDAQ, from

January 2009 to March 2011. Mr. Balkany is also the Chairman of the

Advisory Board of Stellar Energy, a London-based Investment Bank

dedicated to the oil and gas industry. At the same time, Mr. Balkany has

been a Managing Director at Nanes Delorme Capital Management LLC, a New

York based financial advisory and broker-dealer firm, since 2005. Before

joining Nanes Delorme Capital Management LLC and co- founding Nanes

Balkany Partners, Mr. Balkany worked at Pierson Capital, a U.S. private

investment firm focused primarily on emerging markets, from 2003 to

2005. Prior to that Mr. Balkany gained significant expertise in the

Emerging Markets Debt Capital Markets Group of Bear Stearns & Co., Inc.

Mr. Balkany studied Political Science at the Institute of Political

Studies (France) and Finance at UC Berkeley. Mr. Balkany is fluent in

French, English and Spanish.

Ms. Alexandra Herger, a US citizen based in Maine, has extensive

leadership experience in worldwide exploration for oil and gas

companies. Ms. Herger has 35 years of global experience in the upstream

oil and gas industry.  She most recently served as interim Vice

President of Global Exploration for Marathon Oil Corporation from April

2014 until her retirement during the summer of 2014.  Prior to this

position, Ms. Herger was appointed Director of International Exploration

and New Ventures for Marathon Oil Company from November 2008 to April

2014.  She led five new country entries and was responsible for adding

net discovered resources of over 500 million boe to Marathon's

portfolio. Before joining Marathon, she was at Shell E&P Company from

2002-2006. Prior to the merger with Shell, Ms. Herger was Vice President

of the Gulf of Mexico for Enterprise Oil from 1998-2002. Earlier, Ms.

Herger held positions of increasing responsibility in oil and gas

exploration and production, operations, and planning with Hess

Corporation and ExxonMobil Corporation. Ms. Herger holds a Bachelor's

degree in geology from Ohio Wesleyan University and post-graduate

studies in geology from The University of Houston. Ms. Herger is a

member of Leadership Texas, the Foundation for Women's Resources, and

was on the advisory board of the Women's Global Leadership Conference in

Houston, Texas from 2010 to 2013.

Ms. Silje Augustson, a Norwegian citizen based in Switzerland, has

significant experience from the capital markets and the financial

services industries mainly based out of London. Her experience spans

from roles within equity sales and research in investment banking, to

business development, strategy and investor capital fundraising in the

alternative asset management industry. Since 2004, she has held several

board directorships in the area of fund management participating in fund

restructuring situations as well taking lead roles in activist investor

campaigns. Ms. Augustson has held positions with JP Morgan, The

Brunswick Group, Theorema Asset Management, Belay Asset Management.

Currently she works with Xynteo, a strategic advisory firm based in Oslo

and London, with clients in the Oil and Gas industry. In addition to

being a Non-Executive Director of Panoro Energy ASA, she serves on the

board of the Storm Nordic Fund, the Storm Bond Fund, SurfSide Holding AS

and Mikrofinans Norge AS. She holds a Deug in Economics from the

University of Toulouse UT1 (1996), and a Master in European

Management/Diplome de Grande Ecole from ESCP-EAP (1999).

Mr. Lars Brandeggen, a Norwegian citizen based in Oslo is a private

investor with Scandinavian markets expertise. He is the Founder and

owner of investor community XtraInvestor.com. Chairman of Nordic

Financials (ticker NOFIN.OL). He was elected Chairman of NOFIN as an

activist investor in January 2014 and under his successful leadership,

by September the same year NOFIN had returned to the shareholders an

impressive increment of 120% of the share price at that time to its

shareholders. Prior to this he served as the Chairman of 1880 Directory

Assistance - the second largest telephone directory assistance company

in Norway (sold to Findexa). Mr. Brandeggen was also previously Chairman

of real estate service company Sigma and managed the process that ended

with the company being sold to Sodexho. Mr. Brandeggen's experience

spans previous roles in commercial and investment banking (analyst &

corporate finance). He holds a MBA from University of Lund, Sweden.

Mrs. Rosa Whitaker, a US citizen, is currently the President and CEO of

The Whitaker Group. She is widely recognized as one of the world's

foremost experts on Africa trade, investment and business. Named in 2010

as one of Foreign Policy Magazine's top global thinkers, Ms. Whitaker

served as the first ever Assistant United State Trade Representative for

Africa under the administrations of President Clinton and President

George W. Bush. Rosa Whitaker is one of the hands-on architects of the

African Growth and Opportunity Act (AGOA), America's first comprehensive

trade law with African countries. AGOA provides duty-free access to the

US market for essentially all African-made products. AGOA continues to

be the centre-piece of US-Africa economic policy. As the lead US

negotiator for bilateral and multilateral trade agreements, she was the

prime mover behind a series of unprecedented initiatives to enhance US

trade, investment and economic cooperation with African countries. Ms.

Whitaker also served as a career US diplomat specializing in African

economic matters. In 2014, she was the first American to be given the

"Africa Economy Builders" award which complements numerous honors

recognizing her 30-plus years of demonstrated achievement in forging

investment and trade ties with Africa. In 2003, Consumers for World

Trade inducted her into the Hall of Fame for Trade. Ms. Whitaker is a

Vice Chair of the Executive Board of Mercy Ships, a global faith-based

charity operating the largest private hospital ship in the world. She

also served on the Board of the Center for International Private

Enterprise (CIPE), the Center for Global Prosperity and she previously

served as Vice Chair of the US-South Africa Business Council. Ms.

Whitaker is regularly featured in the press on Africa trade issues and

has lectured at the National Defense University, MIT and Carnegie Mellon

University. She holds Master's and Bachelor's degrees from the American

University in Washington, D.C.

***

The Nomination Committee's recommendation is unanimous on all points.

Oslo, October 8, 2014

Petter Mannsverk Andresen Odd Rune Heggheim Stig Roar Myrseth

(sign.) (sign.) (sign.)