CENTRAL PETROLEUM LIMITED — Proxy Solicitation & Information Statement 2014

Mar 11, 2014

CENTRAL PETROLEUM LIMITED ACN 083 254 308

NOTICE OF GENERAL MEETING

TIME : 10.30am (EST) DATE : 11 April 2014

PLACE : 56-58 Jephson Street, Toowong, Queensland 4066

This Notice of Meeting should be read in its entirety including the General Disclaimer. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 7) 3181 3800.

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE ........................................................................................ 3
NOTICE OF GENERAL MEETING ...................................................................................................................... 5
1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ROBERT HUBBARD ................................................... 5
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – MAGELLAN PETROLEUM AUSTRALIA PTY LTD ............ 5
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JOHN THOMAS WILSON ............................................ 6
4. RESOLUTION 4 – FINANCIAL ASSISTANCE FOR MAGELLAN ASSET ACQUISITION ...................................... 6
EXPLANATORY STATEMENT ........................................................................................................................... 7
1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ROBERT HUBBARD ................................................... 7
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – MAGELLAN PETROLEUM AUSTRALIA PTY LTD ............ 8
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JOHN THOMAS WILSON ............................................ 9
4. RESOLUTION 4 – FINANCIAL ASSISTANCE FOR MAGELLAN ASSET ACQUISITION .................................... 10
ENQUIRIES .................................................................................................................................................. 16
GLOSSARY AND GENERAL DISCLAIMER ........................................................................................................ 17
PROXY FORM ................................................................................................................................. ENCLOSED

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30am (EST) on 11 April 2014 at 56-58 Jephson Street, Toowong, Queensland 4066.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding the outcome may well have a high impact on the future of your Company and we encourage you to read this document carefully and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

Voting by proxy can be completed in one of the following ways:

(a) Online: at www.investorvote.com.au or scanning the QR code on the front of the accompanying Proxy Form with your mobile device and inserting your postcode

(b) By mail: complete and sign the enclosed Voting Form and return to:

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Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001 Australia

• (c) By fax: complete and sign the enclosed Voting Form and fax to: Inside Australia: 1800 783 447 Outside Australia: +61 3 9473 2555

• (d) Custodian voting – for Intermediary Online subscribers only (custodians) visit www.intermediaryonline.com to submit your voting intentions.

Votes must be received not later than 10.30am (EST) on 9 April 2014.

Voting Forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes 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 is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy 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

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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;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 10.30am (EST) on 11 April 2014 at 56-58 Jephson Street, Toowong, Queensland 4066.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Voting Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 9 April 2014.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ROBERT HUBBARD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Robert Hubbard, a Director who was appointed on 6 December 2013, retires, and being eligible, is re-elected as a Director.”

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – MAGELLAN PETROLEUM AUSTRALIA PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 39,473,684 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by 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 a proxy for a person who

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is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the 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.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JOHN THOMAS WILSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, John Thomas Wilson, a Director was appointed since the last general meeting of the Company retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – FINANCIAL ASSISTANCE FOR MAGELLAN ASSET ACQUISITION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That:

• a) for the purposes of section 260B(2) of the Corporations Act, approval is given for the financial assistance to be provided by each Subsidiary in connection with the Acquisition as described in section 4 of the Explanatory Statement;

• b) following the Acquisition and subject to any necessary approvals under the Corporations Act, the Purchaser as the sole shareholder of each Subsidiary direct each Subsidiary to enter into and give effect to the documents required to implement the financial assistance as described in section 4 of the Explanatory Statement; and

• c) the members of the Company approve and ratify the proposed actions of the directors of the Company in doing all things necessary to give effect to the approval of the giving of financial assistance contemplated in the preceding paragraphs (a) and (b).”

DATED: 7 MARCH 2014

BY ORDER OF THE BOARD

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DANIEL WHITE COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30am (EST) on 11 April 2014 at 56-58 Jephson Street, Toowong, Queensland 4066.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ROBERT HUBBARD

1.1 General

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Hubbard was appointed a Director by the Board on 6 December 2013.

Mr Hubbard will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

1.2 Background on Robbert Hubbard

Robert Hubbard holds Batchelor of Arts with Honours (Accountancy) and is a Fellow of the Institute of Chartered Accountants in Australia.

Robert was a partner with PricewaterhouseCoopers for 22 years specialising in the areas of audit, deals and valuation advice. In his time as a partner of PwC Robert also was the lead auditor on a number of major ASX listed companies engaged in the resources sector including Rio Tinto, Arrow Energy, QGC and Aurizon. Robert also led the corporate finance and consulting business of PwC Brisbane for a period of time and has been involved in several IPOs, capital raising transactions, independent experts reports and mergers and acquisitions.

Robert has highly developed financial skills and extensive experience particularly with groups managing significant capital and growth agendas and the financial, accounting and internal control that arise from this. In addition Robert is experienced with sophisticated organisations using well-developed systems and approaches to risk management and internal controls, best practice corporate governance structures and the role of audit and external auditors, their interaction with audit committees and boards of directors.

Since leaving PwC in March 2013 Robert has pursued a career as a professional independent non-executive director with ASX listed and a number of community based organisations. Robert’s current portfolio of roles are:

• Director, Orocobre Limited

• Director, Bendigo and Adelaide Bank Limited

• Director, UQ Health Care Pty Ltd

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• Director JK Tech Pty Ltd

• Chairman, Multiple Sclerosis Australia

• Chairman, Opera Queensland.

1.3 Directors’ recommendation

ALL Directors recommend that Shareholders VOTE IN FAVOUR of Resolution 1.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – MAGELLAN PETROLEUM AUSTRALIA PTY LTD

2.1 General

On 19 February 2014, the Company announced it had entered into an agreement for the purchase of the Palm Valley and Dingo Gas Fields from Magellan Petroleum Australia Pty Ltd ( Magellan ). On completion, part of the consideration payable for the acquisition of the assets is the issuance of 39,473,684 Shares to Magellan. Necessary third party consents have to be obtained before completion. The agreement is also subject to the usual financing provisions that a material adverse change event does not occur before completion. As at the time of issuance of this Notice completion is scheduled to occur in the beginning of March 2014 but must occur before 31st March 2014 (i.e. prior to the date of the Meeting). Therefore the Shares the subject of Resolution 2 have not yet been issued, but are expected to be issued prior to the date of the Meeting.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Resolution 2:

• (a) 39,473,684 Shares will have been issued;

• (b) the Shares will have been issued for nil cash consideration in satisfaction of the acquisition of Magellan’s interests in the Palm Valley and Dingo Gas Fields;

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• (c) the Shares issued will be all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will have been issued to Magellan, who will not be a related party of the Company; and

• (e) no funds were raised from this issue as the Shares were issued in consideration for the acquisition of Magellan’s interests in the Palm Valley and Dingo Gas Fields.

2.3 Directors’ recommendation

ALL Directors recommend that Shareholders VOTE IN FAVOUR of Resolution 2.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JOHN THOMAS WILSON

3.1 General

As referred to in Section 1.1 above, Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

On completion of the Magellan transaction and issuance of the Shares referred to in Section 2.1 above, the Managing Director of Magellan, Mr J. Thomas Wilson, will be appointed to the Company’s board upon the nomination of Magellan.

Mr Wilson will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

3.2 Background on J. Thomas Wilson

Mr. Wilson is a veteran in the energy sector, with a strong background in geology and international business development. Mr. Wilson began his career as a geologist with Shell Oil Company before joining Apache Corporation, where he held various management positions and led Apache's entry into international markets. Subsequent to Apache, Mr. Wilson served as president of Anderman International, which, during his tenure, developed the Chernogoskoye field in western Siberia. This property became the core asset of Khantiy Mantsisk Oil Corporation ("KMOC"), for which Mr. Wilson served as the first president. KMOC was later sold to Marathon Oil Corporation and then on-sold to Lukoil. With his extensive experience in Russian oil and gas, Mr. Wilson joined the management team of Yamal Energy Partners, which developed South Tambey Field, possibly the first Russian-led LNG project in the Russian Republic, which was later sold to Gazprom. He also served on the management committee of Young Energy Prize in Luxembourg.

Mr. Wilson joined the Magellan Board of Directors in 2009, prior to becoming the Company's CEO in 2011.

Mr. Wilson holds a BS in Zoology and Geology from Northern Arizona University and a MS in Geology from the University of Southern California.

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3.3 Directors’ recommendation

ALL Directors recommend that Shareholders VOTE IN FAVOUR of Resolution 3.

4. RESOLUTION 4 – FINANCIAL ASSISTANCE FOR MAGELLAN ASSET ACQUISITION

Should this resolution not be carried, resulting in either MPNT or Jarl not giving the proposed financial assistance within a specified period, it would be a default under the Facility Agreement and allow the Lender to terminate the facilities and require immediate repayment of the amounts lent.

4.1 General

Pursuant to section 260B(4) of the Corporations Act 2001 (Cth) below is all the information known to the Company that is material to the decision on how to vote in respect of Resolution 4.

4.2 Company as Holding Company

Magellan Petroleum (N.T) Pty. Ltd. ( MPNT ) and Jarl Pty. Ltd. ( Jarl ) (collectively called the Subsidiaries ) propose to give financial assistance for a share acquisition as described in the next paragraph and are seeking shareholder approval under section 260B(1) of the Corporations Act 2001 (Cth). The Company is the holding company of Magellan Petroleum (N.T) Pty. Ltd. and Jarl Pty. Ltd. and therefore is required to obtain a special resolution of its members approving the proposed financial assistance under section 260B in order for the proposed financial assistance to be given.

4.3 Particulars of the Proposed Financial Assistance

• (a) On completion of the agreement for the purchase of the Palm Valley and Dingo Gas Fields from Magellan Petroleum Australia Pty Ltd (ACN 009 728 581) (the Vendor ), Central Petroleum PVD Pty Ltd (ACN 167 440 020) (the Purchaser ) will acquire 2,267,412 ordinary shares in the issued capital of MPNT and 2 ordinary shares in the issued capital of Jarl from the Vendor on the terms of a Share Sale and Purchase Deed dated 17 February 2014 (the Acquisition ). Following completion of the Acquisition, the Purchaser will own 100% of the issued share capital in each of MPNT and Jarl.

• (b) The Company entered into a Facility Agreement dated 26 February 2014 (the Facility Agreement ) between the Purchaser (as Borrower), Macquarie Bank Limited (the Lender ) (as Lender), the Company and others (as Original Guarantors), which the Purchaser may use, among other things, to fund the A$20 million cash component of the Acquisition.

• (c) Following completion of the Acquisition, the Company is required by clause 3.3 of the Facility Agreement to ensure that each of MPNT and Jarl accede to the Facility Agreement no later than the first to occur of:

• (i) the date that is 16 days after the date of the Parent’s annual general meeting;

• (ii) the date that is 16 days after the date of any extraordinary general meeting of the shareholders of the Parent; and

• (iii) 24 December 2014.

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• (d) It is proposed that:

(i) MPNT enter into the following arrangements for the purpose of, or in connection with, the Acquisition:

• (A) accession to the Facility Agreement as an Additional Guarantor (as defined in the Facility Agreement) by executing an accession letter substantially in the form set out in schedule 4 to the Facility Agreement (the MPNT Accession Letter );

• (B) entry into a general security deed in favour of the Lender over all of the Company's present and afteracquired property whereby it will secure the Purchaser's obligations under the Facility Agreement (the MPNT General Security Deed ); and

• (C) entry into a mortgage over each of:

• (I) the retention licence RL2 originally dated 25 May 1992 (as subsequently varied or renewed on 23 May 1996, 27 October 1998, 17 February 2004, 4 February 2009, 11 April 2012 and 4 February 2014) between the Northern Territory of Australia and the Company;

• (II) the petroleum lease originally dated 9 November 1982 (and renewed or varied on 6 November 2003 and 11 April 2012) between the Northern Territory of Australia and the Company;

• (III) any production licence entered into or to be entered into between the Company and the Northern Territory of Australia further to the application for a production licence dated 12 July 2013 from the Company to the Northern Territory of Australia; and

• (IV) any other oil and gas licences or leases or any other instruments, licences, Authorisations or agreements under which the Company obtains the right to enter upon lands and explore for, drill, and develop the Gas Fields or the Project Area for the production of Product (as each of those terms is defined in the Facility Agreement),

whereby it will secure the Purchaser's obligations under the Facility Agreement (the MPNT Mortgage ),

(together the MPNT Documents ); and

(ii) Jarl enter into the following arrangements for the purpose of, or in connection with, the Acquisition:

(A) accession to the Facility Agreement as an Additional Guarantor by executing an accession letter

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substantially in the form set out in schedule 4 to the Facility Agreement (the Jarl Accession Letter ); and

• (B) entry into a general security deed in favour of the Lender over all of the Company's present and afteracquired property whereby it will secure the Purchaser's obligations under the Facility Agreement (the Jarl General Security Deed ),

(together the Jarl Documents ).

(together the Arrangements ).

• (e) By entering into the:

• (i) MPNT Documents and the Arrangements, MPNT may be regarded as giving financial assistance to a person to acquire shares of MPNT within the meaning of section 260A of the Corporations Act 2001 (Cth) (the Act ); and

• (ii) Jarl Documents and the Arrangements, Jarl may be regarded as giving financial assistance to a person to acquire shares of Jarl within the meaning of section 260A of the Act,

(together the Financial Assistance ).

• (f) The Company is the holding company of each of MPNT and Jarl. As the Company is a listed holding company, it may be a requirement of section 260B(2) of the Act that the Financial Assistance be approved by a special resolution of the members of the Company. It is a peculiarity of the drafting of the Act that such a resolution is required in this situation even though it is the Company (through a subsidiary) making the Acquisition and is therefore benefiting from the grant of the proposed financial assistance for the Acquisition, and even though the proposed financial assistance is clearly in the interests of the Company and its shareholders.

4.4 Reasons for the Proposal to Give Financial Assistance

• (a) It is a requirement of the Facility Agreement that each of MPNT and Jarl give the proposed financial assistance. In the view of the directors, this was a necessary part of obtaining finance on favourable terms and consistent with market practice.

• (b) If either MPNT or Jarl does not give the proposed financial assistance within a specified period, it would be a default under the Facility Agreement and allow the Lender to terminate the facilities and require immediate repayment of the amounts lent.

4.5 Advantages of the Proposed Financial Assistance

If the Company approves the Financial Assistance in the manner contemplated in this statement the proposed financial assistance will potentially benefit the Company, enabling it to comply with the Facility Agreement and to raise funds under it on favourable terms, to finance:

• (a) the Acquisition;

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• (b) for the Purchaser's, MPNT's and Jarl's working capital requirements; and

• (c) costs associated with the development and expansion of the group's petroleum assets in line with the Company's strategic objectives, including receiving a financing facility of up to $30 million for the development of the Dingo Field and construction of a 50km export pipeline to Alice Springs in order to service a gas sale contract with Power and Water Corporation of the Northern Territory.

4.6 Effect of the Proposed Financial Assistance on the Interests of MPNT and its Shareholders

• (a) The effect on the interests of MPNT of the giving of the Financial Assistance will be that:

• (i) it will enable the Purchaser and its related bodies corporate (including the Company) to comply with their obligations under the Facility Agreement and thereby ensure continued access to funding and investment capital;

• (ii) under the Documents, MPNT will, among other things, assume liability to and provide security over its assets in favour of the Lenders for the obligations agreed to under the Facility Agreement; and

• (iii) if the Purchaser and any co-guarantor or security provider does not comply with its obligations under the terms of the Facility Agreement or if certain other events of default occur then:

  • (A) the Lender will be entitled to enforce the MPNT General Security Deed or the MPNT Mortgage (the MPNT Security ), and will be entitled to call on the guarantee granted by MPNT, and apply the proceeds of enforcement in satisfaction of, among other things, amounts owed by the Purchaser and any co-guarantor or security provider under the finance documents specified in the Facility Agreement;

  • (B) MPNT may be required to contribute to any claim made against any co-guarantor or security provider; and

  • (C) such events may have an adverse effect on the financial position of MPNT, which may in turn affect MPNT's ability to pay dividends to the Purchaser and the asset pool available to the Purchaser in the event of a winding-up.

• (b) The effect on the interests of the sole shareholder of MPNT of the giving of the Financial Assistance will be that the sole shareholder of MPNT will benefit as the Company, the Purchaser and their related bodies corporate will be able to comply with their respective obligations under the Facility Agreement. Furthermore, the MPNT Acquisition and the development of the assets held by MPNT is in line with the strategic objectives of the Company, the Purchaser and their related bodies corporate and provide value in the accretive impact of those assets and the ability to unlock various economies of scale across the related bodies corporate as a whole.

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4.7 Effect of the Proposed Financial Assistance on MPNT's Ability to Pay its Creditors

• (a) If the Lender enforces its rights under the MPNT Security or calls on a guarantee in the circumstances and manner noted above, this is likely to have a material effect on MPNT's financial position, which is in turn likely to compromise its ability to pay creditors.

• (b) As noted above, the Documents contain events of default. However, the directors of the Company consider these to be reasonable and manageable and, in light of the grace periods, thresholds, materiality and other mitigating factors, do not consider there will be a risk of default based on facts and circumstances known to them at the date of this statement. In addition, it is noted that the Company is acting as a co-guarantor and security provider and that various related bodies corporate are acting as co-guarantors (which should afford MPNT certain rights of contribution should a default occur which results in the acceleration of all amounts outstanding under the Facility Agreement).

• (c) Accordingly, the directors of the Company have considered and reached a view that, as at the date of this statement, the relevant Financial Assistance will not materially prejudice MPNT's ability to pay its creditors.

4.8 Effect of the Proposed Financial Assistance on the Interests of Jarl and its Shareholders

• (a) The effect on the interests of Jarl of the giving of the Financial Assistance will be that:

• (i) it will enable the Purchaser and its related bodies corporate (including the Company) to comply with their obligations under the Facility Agreement and thereby ensure continued access to funding and investment capital;

• (ii) under the Documents, Jarl will, among other things, assume liability to and provide security over its assets in favour of the Lenders for the obligations agreed to under the Facility Agreement; and

• (iii) if the Purchaser and any co-guarantor or security provider does not comply with its obligations under the terms of the Facility Agreement or if certain other events of default occur then:

  • (A) the Lender will be entitled to enforce the Jarl General Security Deed, and will be entitled to call on the guarantee granted by Jarl, and apply the proceeds of enforcement in satisfaction of, among other things, amounts owed by the Purchaser and any co-guarantor or security provider under the finance documents specified in the Facility Agreement;

  • (B) Jarl may be required to contribute to any claim made against any co-guarantor or security provider; and

  • (C) such events may have an adverse effect on the financial position of Jarl, which may in turn affect Jarl's ability to pay dividends to the Purchaser and the asset

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pool available to the Purchaser in the event of a winding-up.

• (b) The effect on the interests of the sole shareholder of Jarl of the giving of the Financial Assistance will be that the sole shareholder of Jarl will benefit as the Company, the Purchaser and their related bodies corporate will be able to comply with their respective obligations under the Facility Agreement. Furthermore, the Jarl Acquisition and the development of the assets held by Jarl is in line with the strategic objectives of the Company, the Purchaser and their related bodies corporate and provide value in the accretive impact of those assets and the ability to unlock various economies of scale across the related bodies corporate as a whole.

4.9 Effect of the Proposed Financial Assistance on Jarl's Ability to Pay its Creditors

• (a) If the Lender enforces its rights under the Jarl General Security Deed or calls on a guarantee in the circumstances and manner noted above, this is likely to have a material effect on Jarl's financial position, which is in turn likely to compromise its ability to pay creditors.

• (b) As noted above, the Documents contain events of default. However, the directors of the Company consider these to be reasonable and manageable and, in light of the grace periods, thresholds, materiality and other mitigating factors, do not consider there will be a risk of default based on facts and circumstances known to them at the date of this statement. In addition, it is noted that the Purchaser's holding company is acting as a co-guarantor and security provider and that various other related bodies corporate are acting as co-guarantors (which should afford Jarl certain rights of contribution should a catastrophic default occur).

• (c) Accordingly, the directors of the Company have considered and reached a view that, as at the date of this statement, the relevant Financial Assistance will not materially prejudice Jarl's ability to pay its creditors.

4.10 Other Information Material to Decision

As the holding company of the Purchaser, the effect of the Financial Assistance on the Company and its related bodies corporate as a whole include the benefits of access to financial accommodation for the purposes of working capital and funding of costs for the development and expansion of the group's petroleum assets in line with the Company's strategic objectives. The Financial Assistance will have no adverse effects on the Company.

The directors have no material personal interest in the transactions contemplated by the Documents, which they were required by the Constitution of the Company or by statute or otherwise to disclose (and which has not already been disclosed) or which would disqualify them from voting or from forming part of the quorum of the meeting.

4.11 Directors’ recommendation

ALL Directors have unanimously approved this statement and recommend that Shareholders VOTE IN FAVOUR of Resolution 4.

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ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 7) 3181 3800 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY AND GENERAL DISCLAIMER

A. Glossary:

$ means Australian dollars.

Acquisition has the meaning given in section 4.3 of the Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rule means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Central Petroleum Limited (ACN 083 254 308).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time as observed in Brisbane, Queensland.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Voting Form.

Option means an option which enables the holder to subscribe for one Share.

Optionholder means a holder of an Option.

Purchaser has the meaning given in section 4.3 of the Explanatory Statement.

Resolution means the resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Subsidiary has the meaning given in section 4.2 of the Explanatory Statement.

Voting Form means the voting and proxy form accompanying the Notice.

B. General Disclaimer:

This document may contain forward-looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside

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the control of the Company. These risks, uncertainties and assumptions include (but are not limited to) commodity prices, currency fluctuations, economic and financial market conditions in various countries and regions, environmental risks and legislative, fiscal or regulatory developments, political risks, project delay or advancement, approvals and cost estimates. Actual values, results or events may be materially different to those expressed or implied in this document. Given these uncertainties, readers are cautioned not to place reliance on forward looking statements. Any forward looking statement in this document is valid only at the date of issue of this document. Subject to any continuing obligations under applicable law and the ASX Listing Rules, or any other Listing Rules or Financial Regulators’ rules, the Company, its agents, directors, officers, employees, advisors and consultants do not undertake any obligation to update or revise any information or any of the forward looking statements in this document if events, conditions or circumstances change or that unexpected occurrences happen to affect such a statement. Sentences and phrases are forward looking statements when they include any tense from present to future or similar inflection words, such as (but not limited to) "believe," "estimate," "anticipate," "plan," "predict," "may," "hope," "can," "will," "should," "expect," "intend," "is designed to," "with the intent," "potential," the negative of these words or such other variations thereon or comparable terminology, may indicate forward looking statement.

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S000001Q01

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Lodge your vote:



Online:

www.investorvote.com.au

P E T R O L E U M L I M I T E D

ABN 72 083 254 308

T 000001 000 CTP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online



Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10.30am (EST) on Wednesday 9 April 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Vote Directly

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

A proxy need not be a securityholder of the Company.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise their broker of any changes.

I 9999999999 I ND

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Voting Form

to indicate your directions

Please mark

Indicate How your Vote will be Cast

Select one option only

XX

At the General Meeting of Central Petroleum Limited to be held at 56-58 Jephson Street, Toowong, Queensland 4066 on Friday, 11 April 2014 at 10.30am (EST) and at any adjournment or postponement of that meeting, I/We being member/s of Central Petroleum Limited direct the following:

I/We hereby appoint  PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

2. Appoint a Proxy to Vote on Your Behalf:

1. Vote Directly

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Record my/our votes the Chairman strictly in accordance with OR of the Meeting directions in Step 2. OR

• PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

• 1 Re-election of Director - Mr Robert Hubbard

• 2 Ratification of prior issue - Magellan Petroleum Australia Pty Ltd

• 3 Re-election of Director - Mr John Thomas Wilson

• 4 Financial Assistance for Magellan Asset Acquisition

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) [This section must be completed.]

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

C T P

1 8 1 0 7 8 A