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CONRAD ASIA ENERGY LTD. Proxy Solicitation & Information Statement 2026
64705_rns_2026-05-20_d169701e-162a-4db7-98b1-d4e97a450f18.pdf
Proxy Solicitation & Information Statement
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CONRAD ASIA ENERGY LTD
21 May 2026
ASX:CRD
Amended Notice of Meeting
Conrad Asia Energy Ltd (ASX: CRD) (the "Company" or "Conrad") wishes to advise that it has re-issued its Notice of Meeting for its 16 June 2026 AGM to Shareholders in the form of that annexed to this announcement.
The Notice of Meeting was originally dispatched on 13 May 2026 with an incorrect voting link on page 5 of the document. That link has now been corrected.
The voting link was correct and functional as it appeared on the proxy voting form, and on all other shareholder communications.
There are no changes to any resolutions to be put to the AGM on 16 June 2026.
Authorised by the Board.
For more information, please contact:
Miltos Xynogalas
Managing Director & CEO
[email protected]
+65 6517 9700
Jane Morgan
Investor & Media Relations
[email protected]
+61 405 555 618
About Conrad and its Projects
Conrad is an Asia-focused natural gas exploration & production company concentrated on the shallow waters offshore Indonesia, and via its wholly owned subsidiaries, is the holder of several operated tenements in the form of Production Sharing Contracts. The Company's flagship project is the Mako Gas Field located in the Natuna Sea in the shallow offshore waters of Indonesia. The Mako gas field is one of the largest gas discoveries in the region.
The Company specialises in the identification and acquisition of undervalued, overlooked, and/or technically misunderstood gas assets, and has developed expertise in maturing such assets through subsurface technical work, appraisal drilling and an innovative approach to low-cost field development.
The Board and management have a proven track record of value creation and deep industry experience with oil majors, mid-cap E&P and the upstream investment community, together with a successful track record of bringing exploration and development projects into production, with Peter Botten, the founder and Chairman of Oil Search, adding enormous depth and experience as Chairman of Conrad.
84 Amoy Street, #03-01, Singapore 069903
Company Number 201026677K | P: +65 6517 9700 | E: [email protected] | W: conradasia.com
CONRAD ASIA ENERGY LTD
Notes on Petroleum Resource Estimates
The estimates of Contingent and Prospective Resources included in this presentation have been prepared in accordance with the definitions and guidelines outlined in the SPE-PRMS. Conrad is not aware of any new information or data that materially affects the information included in this presentation, and that all material assumptions and technical parameters underpinning the estimates in this presentation continue to apply and have not materially changed.
Deterministic and probabilistic methods have been used to prepare the estimates of Contingent & Prospective Resources. These resources have been aggregated by arithmetic summation, and hence, the aggregate 1C may be a very conservative estimate, and the 3C may be a very optimistic estimate, due to the portfolio effects of arithmetic summation. Prospective resources have been reported using the best estimate. Prospects and leads are made up of multiple potential reservoir horizons, and these are "rolled-up" statistically into a single Prospective Resource. These Prospective Resources are statistically aggregated up to the field level and arithmetically summed to the project level.
There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production, development expenditures, operating expenses and cash flows. Oil and gas reserve engineering and resource assessment are subjective processes of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way.
Conversion from gas to barrels of oil equivalent is based on a constant conversion factor of 5.8 Bcf/MMboe.
Cautionary Statement
The estimated quantities of gas that may potentially be recovered by the application of future development project(s) relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration, appraisal and evaluation are required to determine the existence of a significant quantity of potentially recoverable hydrocarbons.
Qualified Petroleum Reserves and Resources Evaluator Statement
The resource estimates in this document are based on, and fairly represent, information and supporting documents prepared by, or under the supervision of David A. Johnson, who is employed full-time by Conrad Asia Energy Limited as Chief Operating Officer. He holds a BSc (Honours) in Geology and has been practising as a Petroleum Geoscientist for 45 plus years. He is a member of the Society of Petroleum Engineers ("SPE"). Mr Johnson is qualified in accordance with ASX Listing Rule 5.41 and has consented in writing to the inclusion of the information in the form and context in which it appears.
Forward Looking Statements
This document has been prepared by Conrad Asia Energy Ltd (the Company). This report contains certain statements which may constitute "forward-looking statements". It is believed that the expectations reflected in these statements are reasonable but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially, including, but not limited to: price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve and resource estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial market conditions in various countries and regions, political risks, project delays or advancements, approvals and cost estimates. The operations and activities are subject to joint venture, regulatory and other approvals and their timing and order may also be affected by weather, availability of equipment and materials and land access arrangements. Although Conrad believes that the expectations raised in this report are reasonable, there can be no certainty that the events or operations described in this report will occur in the timeframe or order presented or at all.
There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production, development expenditures, operating expenses and cash flows. Oil and gas reserve engineering and resource assessment must
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CONRAD ASIA ENERGY LTD
be recognised as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way.
No representation or warranty, expressed or implied, is made by Conrad or any other person that the material contained in this report will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of Conrad, its officers, employees and advisers expressly disclaim any responsibility for the accuracy or completeness of the material contained in this report and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence if any information in this report or any error or omission there from. Neither Conrad nor any other person accepts any responsibility to update any person regarding any inaccuracy, omission or change in information in this report or any other information made available to a person, nor any obligation to furnish the person with any further information.
All references to $ or US$ are in United States dollars unless stated otherwise.
Page 3 of 3
CONRAD ASIA ENERGY LTD.
ARBN 656 246 678
UEN 201026677K
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Conrad Asia Energy Ltd will be held as a hybrid meeting as follows:
TIME: 9.30am (Singapore time)
DATE: 16 June 2026
AT: Raffles City Convention Centre
80 Bras Basah Road
Singapore 189560
OR VIA: Lumi at https://meetings.lumiconnect.com/300-361-032-633
You will need your Voting Access Code (VAC) and Postcode or Country Code to log in. Please see Online Securityholders’ Meeting Guide at https://conradasia.com/investor-centre/
Annual Report for the year ended 31 December 2025
A copy of Conrad Asia Energy Ltd. Annual Report for the year ended 31 December 2025, including the Audited Financial Statements, Directors' and Independent Auditor’s Reports for the financial year ended 31 December 2025 is available on the Company’s website at https://conradasia.com/investor-centre/
Conrad Asia Energy Ltd Notice of Annual General Meeting
CONRAD ASIA ENERGY LTD.
ARBN 656 246 678 UEN
201026677K
NOTICE OF ANNUAL GENERAL MEETING
TUESDAY, 16 JUNE 2026
Notice is hereby given that the Annual General Meeting of Securityholders (AGM) of Conrad Asia Energy Ltd. (Company or Conrad) will be held as a hybrid meeting on Tuesday 16 June 2026 at 9.30 am (Singapore time) at Raffles City Convention Centre, 80 Bras Basah Road, Singapore 189560 and virtually, with live voting, via https://meetings.lumiconnect.com/300-361-032-633
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the AGM. Please ensure you read the Explanatory Statement in full.
ANNUAL REPORT
To receive and consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2025, which includes the Financial Report and the Directors' and Independent Auditor's Reports.
Note: Agenda Item 1 is meant for discussion only, as it does not require formal approval by Securityholders of the Annual Report. Hence, this item on the agenda is not put forward for voting.
RESOLUTION 1 – RE-ELECTION OF MR. PETER ROBERT BOTTEN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. Peter Robert Botten, who retires in accordance with Regulation 35.1 of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, and being eligible for re-election, be re-elected as a director of the Company."
RESOLUTION 2 – RE-ELECTION OF MR. DAVID ANTONY JOHNSON
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. David Antony Johnson, who retires in accordance with Regulation 35.1 of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, and being eligible for re-election, be re-elected as a director of the Company."
1
RESOLUTION 3 – APPROVAL OF DIRECTORS' EMOLUMENTS FOR FINANCIAL YEAR ENDING 31 DECEMBER 2026
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To approve Non-Executive Directors' emoluments up to US$500,000 to all such directors for the financial year ending 31 December 2026."
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) any Director; or
(b) an Associate of the Director.
However, this does not apply to a vote cast in favour of the Resolution by:
(c) a person as proxy or attorney for a person who is entitled to vote on the resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
RESOLUTION 4 – RE-APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Moore Stephens LLP be reappointed as an Independent Auditor of the Company and that the Directors of the Company be authorised to fix the auditor's remuneration."
TO TRANSACT ANY OTHER BUSINESS WHICH MAY BE PROPERLY TRANSACTED AT AN AGM AS SPECIAL BUSINESS
RESOLUTION 5 – AUTHORITY TO ALLOT AND ISSUE SHARES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That pursuant to Section 161 of the Singapore Companies Act 1967 (the Act) and subject to the Company's Constitution and ASX Listing Rule 7.1 and 7.1A, authority be and is hereby given to the Directors of the Company to:
(a) allot and issue shares in the capital of the Company (Shares) (whether by way of rights, bonus or otherwise); and/or
(b) make or grant offers, agreements or options (collectively, Instruments) that may or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit:
(c) notwithstanding that the authority granted by this Resolution has ceased to be in force, issue Shares pursuant to any Instruments made or granted by the Directors while the authority was in force; and
(d) unless revoked or varied by the Company in a general meeting, the authority conferred by this Ordinary Resolution shall continue in force:
(i) until the conclusion of the next AGM or the date by which the next AGM is required by law to be held, whichever is earlier; or
Conrad Asia Energy Ltd Notice of Annual General Meeting
(ii) in the case of Shares to be issued in pursuance of instruments, made or granted pursuant to this ordinary resolution, until the issuance of such Shares in accordance with the terms of the instruments."
If this resolution is not approved by Securityholders at the AGM to be held on 16 June 2026, the Company will not be able to allot and issue any securities from 16 June 2026 (at the conclusion of the AGM) until such authority to allot and issue securities is approved by Securityholders. Resolution 6 will therefore be withdrawn if Resolution 5 is not approved by Securityholders.
RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY (SPECIAL RESOLUTION)
To consider and, if thought fit, pass the following as a special resolution:
"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to allot and issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and as set out in the Explanatory Statement."
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who is expected to participate in and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person.
However, this does not apply to a vote cast in favour of the Resolution by:
(c) a person as proxy or attorney for a person who is entitled to vote on the resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
If Resolution 5 is not approved by Securityholders at the AGM to be held on 16 June 2026, the Company will not be able to allot and issue any securities from 16 June 2026 (at the conclusion of the AGM) until such authority to allot and issue securities. Resolution 6 will therefore be withdrawn if Resolution 5 is not approved by Securityholders.
RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES TO THE NON-EXECUTIVE DIRECTOR MR. PAUL DANIEL BERNARD IN LIEU OF 2025 DIRECTORS' EMOLUMENTS
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Securityholders approve the issue of up to 206,846 CDIs to Mr. Paul Daniel Bernard (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
RESOLUTION 8 – APPROVAL TO ISSUE SECURITIES TO THE NON-EXECUTIVE DIRECTOR MR. JEREMY LEONARD BREST IN LIEU OF 2025 DIRECTORS' EMOLUMENTS
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Securityholders approve the issue of up to 206,846 CDIs to Mr. Jeremy Leonard Brest (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Conrad Asia Energy Ltd Notice of Annual General Meeting
RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES TO THE NON-EXECUTIVE DIRECTOR MR. PAUL DANIEL BERNARD IN LIEU OF HY 2026 DIRECTORS' EMOLUMENTS
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Securityholders approve the issue of up to 103,423 CDIs to Mr. Paul Daniel Bernard (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
RESOLUTION 10 – APPROVAL TO ISSUE SECURITIES TO MR. JEREMY LEONARD BREST IN LIEU OF HY 2026 DIRECTORS' EMOLUMENTS
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Securityholders approve the issue of up to 103,423 CDIs to Mr. Jeremy Leonard Brest (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Voting exclusion statement (Resolutions 7 to 10): The Company will disregard any votes cast in favour of the Resolution by or on behalf of Messrs Bernard (Resolutions 7 & 9) and Brest (Resolutions 8 & 10), or their nominee, and any person who will obtain a material benefit as a result of the issues of securities (except a benefit solely by reason of being a holder of the securities); or any associates of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with directions given to the proxy or attorney to vote on these Resolutions in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on these Resolutions; and
(ii) the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.
RESOLUTION 11 – RATIFICATION OF THE ISSUE OF 500,000 SECURITIES TO CORO ENERGY PLC (OR ITS NOMINEE)
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for ASX Listing Rule 7.4 and for all other purposes, Securityholders approve and ratify the issue of 500,000 CDIs at an issue price of A$0.50 on 24 April 2026 to Coro Energy Plc (or its nominee) pursuant to the Settlement Agreement on the terms and conditions set out in the Explanatory Statement accompanying this Notice."
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Coro Energy Plc (or its nominee) and any person who will obtain a material benefit as a result of the issues of securities (except a benefit solely by reason of being a holder of the securities), or any associates of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Conrad Asia Energy Ltd Notice of Annual General Meeting
FURTHER INFORMATION
All Resolutions will be decided by a Poll.
Each Resolution considered at the Meeting will be conducted by a Poll. The Board considers voting by a poll to be in the interests of the Securityholders as a whole and ensures the views of as many Securityholders as possible are represented at the Meeting. Securityholders who are unable to attend the Meeting are encouraged to vote in advance of the Meeting. CDI holders are encouraged to submit their Voting Instruction form in advance of the meeting so their underlying Shares can be voted on their behalf.
Your Vote is important
The business of the Meeting affects your Security holding, and your vote is important.
Voting Eligibility
The Directors have determined in accordance with the Company's Constitution that the persons eligible to vote at the Meeting are those who are registered Securityholders at 6:00 pm (Singapore time) on 12 June 2026.
CHESS Depositary Interests
CDI holders are invited to attend and speak at the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the Voting Instruction Form as per the information below so that CHESS Depositary Nominees Pty Ltd (CDN) can vote the underlying Shares on their behalf.
HOW TO VOTE
Securityholders can vote on the Resolutions by:
- Submitting their vote before the meeting, either online or using the Voting Instruction form; or
- during the live meeting.
Members are encouraged to lodge their vote before the meeting by visiting www.votingonline.com.au/crd2026agm and following the instructions no later than 72 hours before the commencement of the meeting, which is 9.30am (Singapore time) on 16 June 2026. Voting Instruction Forms received after this time will not be effective for the scheduled meeting.
You may also lodge completed Voting Instruction Forms:
| By mail to: | Boardroom Pty Limited GPO
Box 3993
Sydney NSW 2001 Australia |
| --- | --- |
| In Person at: | Boardroom Limited
Level 8, 210 George Street Sydney NSW 2000
Australia
during business hours Monday to Friday (9.00am – 5.00pm Australian Eastern Standard Time) and subject to public health orders and restrictions. |
In accordance with the Company's Constitution:
(a) a Securityholder who is not a relevant intermediary may appoint up to two proxies to attend, speak and vote at the general meeting. Where such a Securityholder's instrument of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy. If no proportion is specified, the first-named proxy shall be deemed to represent 100% of the shareholding to which the instrument of proxy relates, and the second-named proxy shall be deemed to be an alternate to the first-named proxy; and
Conrad Asia Energy Ltd Notice of Annual General Meeting
(b) a Securityholder who is a relevant intermediary may appoint more than two proxies to attend, speak and vote at the general meeting, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Securityholder, and the number and class of Shares in relation to which each proxy has been appointed shall be specified in the instrument of proxy.
A proxy need not be a Securityholder.
Voting intentions of the Chairman of the Meeting
The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.
If you complete a proxy form that authorises the Chairman of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes to give the Chair directions on how your vote should be cast, then you will have been taken to have expressly authorised the Chairman to exercise your proxy on resolutions 1 to 11 inclusive. In accordance with this express authority provided by you, the Chairman intends to vote in favour of resolutions 1 to 11 inclusive. If you wish to appoint the Chairman of the meeting as your proxy, and you wish to direct them on how to vote, please tick the appropriate boxes on the form.
QUESTIONS AND COMMENTS FROM SECURITYHOLDERS
Conrad welcomes questions from Securityholders to the Company or the Company's auditor in the lead up to and during the AGM. In the interests of all participants, please confine your questions to matters being considered at the AGM that are relevant to Securityholders as a whole. It may not be possible to respond to all questions during the AGM and several similar questions may be grouped and answered by the Chairman or management.
Before the Meeting
Securityholders may submit written questions to the Company or the Company's auditor in advance of the AGM by email to the Company at [email protected] or by post to the Company's share registry (see address details above). Questions must be received by the Company no later than five (5) business days before the AGM i.e. 5.00pm Singapore time on 9 June 2026
During the Meeting
Securityholders will have a reasonable opportunity to ask questions during the AGM, including the opportunity to ask questions of the Company's auditor.
COMMUNICATION WITH SECURITYHOLDERS
By signing up to receive e-communications you will be helping to reduce print, paper and postage costs and the associated environmental impact. To sign up for e-communications, visit https://www.investorserve.com.au/. In line with our commitment to the environment and sustainability, unless you elect otherwise, we will provide our Annual Reports to you by making them available on our website at https://conradasia.com/investor-centre/.
Dated: 13 May 2026
By order of the Board
Lachlan Morley, ASX Communications Person
Conrad Asia Energy Ltd Notice of Annual General Meeting
ANNUAL GENERAL MEETING EXPLANATORY STATEMENT
This Annual General Meeting (AGM) Explanatory Statement has been prepared for the information of Securityholders in connection with the business to be conducted at the AGM.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Securityholders in deciding whether or not to pass the Annual General Meeting Resolutions.
ANNUAL REPORT
General
The first agenda item is to receive the Annual Report of the Company for the year ended 31 December 2025. The Annual Report is available on the Company’s website, and a printed copy has been sent to those Securityholders who requested it.
Securityholders present at the Annual General Meeting will be provided with a reasonable opportunity to:
(a) ask questions or make comments to the Directors present on the management of the Company; and
(b) ask questions or make comments to the Auditor about the conduct of the audit and the preparation and content of the Auditor’s Report.
No resolution is required to adopt the Annual Report.
Securityholders who are unable to attend the Annual General Meeting can submit written questions to the Chairman or the auditor about:
(a) the preparation and the content of the 2025 Auditor’s Report;
(b) the conduct of the 2025 audit;
(c) accounting policies adopted by the Company in relation to the preparation of the 2025 financial statements; and
(d) the independence of the Auditor in relation to the conduct of the 2025 audit.
The questions will need to be submitted no later than five (5) business days before the Annual General Meeting to the Company at the Company’s Registered Office at 84 Amoy Street. #03-01 Singapore 069903 or via email to [email protected].
RESOLUTIONS 1 AND 2 - RE-ELECTION OF DIRECTORS
General
In accordance with ASX Listing Rule 14.5, an ASX-listed company must hold an election of directors at each annual general meeting. Further, in accordance with ASX Listing Rule 14.4 and the Company’s Constitution, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment.
Accordingly, Mr. Peter Robert Botten and Mr. David Antony Johnson retire by way of rotation and, being eligible, stand for re-election at this meeting as Directors in accordance with Regulation 35.1 of the Constitution of the Company.
Conrad Asia Energy Ltd Notice of Annual General Meeting
Background information on each of the directors is provided below:
Director Experience
Peter Robert Botten AC CBE, Non-Executive Chairman
Appointed: 1 November 2021
Peter has extensive worldwide experience in the oil and gas industry, having held various senior technical, managerial and board positions in a number of listed and government-owned bodies. Previously, Peter was Managing Director of Oil Search Limited, overseeing its development into a major ASX-listed company from 1994 until 2020.
Peter's current directorships include: Chairman of Karoon Energy Limited (ASX: KAR) (commenced 1 October 2020).
David Antony Johnson, Executive Director
Appointed: 17 May 2016
David is a Geoscientist and General Manager with over 40 years E&P experience in international oil & gas and across the full spectrum of upstream activities: exploration, development, production, business development & decommissioning.
David has worked in Australia, the Asia-Pacific and the Middle East with BP, Shell, Woodside, Mubadala Petroleum & Ophir Energy/Medco Energi and as a decommissioning consultancy. His career has focused on project appraisal, development and production.
Board Recommendation
Based on Mr. Peter Robert Botten's relevant experience and qualifications, the members of the Board, in the absence of Mr. Peter Robert Botten, support the re-election of Mr. Peter Robert Botten as a director of the Company and recommend that Securityholders vote in favour of Resolution 1.
Based on Mr. David Antony Johnson's relevant experience and qualifications, the members of the Board, in the absence of Mr. David Antony Johnson, support the re-election of Mr. David Antony Johnson as a director of the Company and recommend that Securityholders vote in favour of Resolution 2.
The Chairman intends to exercise all available proxies in favour of Resolutions 1 and 2.
RESOLUTION 3 - APPROVAL OF DIRECTOR EMOLUMENTS FOR 2026
Resolution 3 is to seek approval to pay Directors' emoluments up to US$500,000 to the Directors (other than the Chief Executive Officer, Mr. Miltiadis Xynogalas and the Chief Operating Officer, Mr. David Antony Johnson, who are paid salaries as executives), as Non-Executive Director emoluments for the financial year ended 31 December 2026.
If Resolution 3 is passed, the maximum aggregate amount of directors' emoluments that may be paid to all of the Non-Executive Directors ("NEDs") is US$500,000 per annum. This does not mean that the Company must utilise the entire maximum amount approved for non-executive Directors' emoluments in each year. Actual Directors' emoluments for 2025 were US$351,000.
The amount of directors' fees requested to be approved for 2026 remains unchanged from the total amount payable to Non-Executive Directors as set out in the Company's Prospectus dated 9 September 2022 and lodged with the ASX on
Conrad Asia Energy Ltd Notice of Annual General Meeting
25 October 2022 (see page 106 of the Prospectus) and there is no change to the fee structure for existing and re-elected non-executive Directors.
The Board considers that it is reasonable and appropriate to establish this amount to provide the Company with the ability to pay NEDs remuneration levels commensurate with market rates and as necessary to attract and retain Directors of the highest calibre.
Voting
Note that a voting exclusion applies to this Resolution in the terms set out in the Notice. Securityholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution
Board Recommendation
The Non-Executive Directors do not give a recommendation on Resolution 3 in view of their personal interest in the resolution. Mr. Miltiadis Xynogalas and Mr. David Antony Johnson recommend that Securityholders vote in favour of Resolution 3.
RESOLUTION 4 – RE-APPOINTMENT OF AUDITOR
Moore Stephens LLP, and its associates, is a leading accounting and consulting association in Singapore. Moore Stephens LLP Singapore’s goal is to look beyond numbers and compliance issues, to provide its clients with imaginative and practical advice to resolve problems and help them achieve their business goals.
Moore Stephens LLP was appointed as the Company’s Auditor in December 2019. The Board, in consultation with the Audit Committee, is of the view that re-appointing Moore Stephens LLP is in the best interests of the Company and would like to re-appoint Moore Stephens LLP as the Independent Auditor of the Company and to authorise the Directors of the Company to fix their remuneration for 2026.
The Chairman of the Meeting intends to vote all undirected proxies in favour of this Resolution.
The Board recommends that Securityholders vote in favour of this Resolution.
RESOLUTION 5 - AUTHORITY TO ALLOT AND ISSUE SHARES
Section 161 of the Singapore Companies Act 1967 requires that the issue of any new Shares or other securities in the Company be approved by Securityholders. Resolution 5 therefore seeks approval for the Directors to be empowered with the authority to issue Shares or convertible securities in the Company, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares from the date of the Meeting to the conclusion of the next annual general meeting of the Company or the date by which next annual general meeting for the Company is required by law to be held, whichever is the earlier, subject to the provisions of ASX Listing Rules 7.1 and 7.1A (should Resolution 5 be approved).
This authority will, unless revoked or varied at a general meeting of the Company, expire at the conclusion of the next annual general meeting of the Company.
If this Resolution is not approved by Securityholders at the AGM to be held on 16 June 2026, the Company will not be able to allot and issue any securities as from 16 June 2026 (at the conclusion of the AGM) until such authority to allot and issue securities is approved by Securityholders. Resolution 6 -10 will therefore be withdrawn if Resolution 5 is not approved by Securityholders.
RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A
Approval of Additional 10% Placement Capacity
Broadly speaking, and subject to several exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
Conrad Asia Energy Ltd Notice of Annual General Meeting
listed company can issue without the approval of its Securityholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period (15% Placement Capacity).
Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual meeting, to increase this 15% limit by an extra 10% to 25% (10% Placement Capacity).
An 'eligible entity' under ASX Listing Rule 7.1A is one which, at the date of the resolution, is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.
This Resolution seeks Securityholder approval by way of special resolution for the Company to have the additional 10% Placement Capacity provided for in ASX Listing Rule 7.1A to issue Equity Securities without Securityholder approval.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Securityholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% Placement Capacity to issue Equity Securities without Securityholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Securityholder approval set out in ASX Listing Rule 7.1.
The number of Equity Securities which may be issued pursuant to the 10% Placement Capacity
This Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Securityholders present and entitled to vote.
The exact number of additional equity securities that the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula set out in ASX Listing Rule 7.1A.
(A × D) - E
where:
A = is the number of Shares on issue 12 months immediately preceding the date of issue or agreement (Relevant Period),
- plus the number of Shares issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exceptions 9, 16 or 17,
-
plus the number of Shares issued in the Relevant Period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9, where:
-
the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
-
the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under ASX Listing Rules 7.1 or 7.4,
-
plus the number of Shares issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16, where:
-
the agreement was entered into before the commencement of the Relevant Period; or
-
the agreement or issue was approved, or taken under these rules to have been approved, under ASX Listing Rules 7.1 or 7.4,
-
plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
- plus the number of partly paid ordinary shares that became fully paid in the Relevant Period,
- less the number of Shares cancelled in the Relevant Period.
'A' has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% Placement Capacity.
D = 10%.
E = the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Securityholders under ASX Listing Rule 7.4.
Conrad Asia Energy Ltd Notice of Annual General Meeting
Special information required by ASX Listing Rule 7.3A
If the Resolution is passed, the 10% Placement Capacity will be valid during the period from the date of the Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company's next annual general meeting; and
(iii) the time and date on which the Company receives approval by Securityholders for a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) (Approval Period).
Minimum price
As required by Listing Rule 7.1A.3 the Equity Securities to be issued will be in an existing class of quoted securities and will be issued for cash consideration at an issue price per Equity Security of not less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
Risk of economic and voting dilution to existing Securityholders
If this Resolution is approved by Securityholders and the Company issues equity securities, the existing Securityholders' economic and voting interests in the Company will be diluted. There is a risk that:
(i) the market price of the Company's Equity Securities in that class may be significantly lower on the issue of Equity Securities than on the date the 10% Placement Capacity was approved; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.
The table below sets out the potential dilution scenarios (Dilution Table) to existing Securityholders calculated in accordance with the formula in ASX Listing Rule 7.1A.2 based on a closing Security price of A$0.530 on the ASX on 13 April 2026. The Dilution Table also shows:
(i) two examples where variable "A" has increased by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Securityholder approval (for example, a pro rata entitlements issue to all Securityholders) or future specific placements under Listing Rule 7.1 that are approved at a future Securityholders' Meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price (as in the following Dilution Table).
Conrad Asia Energy Ltd Notice of Annual General Meeting
| Variable A in Listing Rule 7.1.A.2 | | $0.265
50% Decrease in Issue Price | $0.530
Issue Price | $1.060
100% Increase in Issue Price |
| --- | --- | --- | --- | --- |
| Current Variable A | 10% Voting Dilution | 19,311,387 | 29,193,953 | 29,193,953 |
| 193,113,866 | Funds Raised | $5,117,517.45 | $15,472,795.09 | $30,945,590.18 |
| 50% increase in Current Variable A | 10% Voting Dilution | 28,967,080 | 43,790,930 | 43,790,930 |
| 289,670,799 | Funds Raised | $7,676,276.17 | $23,209,192.90 | $46,418,385.80 |
| 100% increase in Current Variable A | 10% Voting Dilution | 38,622,773 | 58,387,907 | 58,387,907 |
| 386,227,732 | Funds Raised | $10,235,034.90 | $30,945,590.71 | $61,891,181.42 |
*$ in the table above refers to Australian dollars.
The Dilution Table has been prepared on the following assumptions:
(i) the "issue price at current market price" is the closing price of Securities on the ASX on 13 April 2026;
(ii) Variable "A" is 193,113,866, the current number of CDIs on issue at 13 April 2026;
(iii) the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity;
(iv) the table shows only the effect of issues of Equity Securities under 10% Placement Capacity, not under the 15% Placement Capacity;
(v) no convertible securities are exercised and exchanged into Securities before the date of issue of Equity Securities;
(vi) the 10% voting dilution reflects the aggregate percentage dilution against the issued security capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
(vii) the table does not show an example of dilution that may be caused to a particular Securityholder by reason of the placements under the 10% Placement Capacity, based on that Securityholder's holding at the date of the Annual Meeting;
(viii) the issue of Equity Securities under the 10% Placement Capacity consists only of Securities in the Company; and
(ix) "Funds Raised" are before any capital raising costs, which may be incurred.
Purpose of the 10% Placement Capacity
Whilst the Company does not have any immediate plans to issue Equity Securities under the 10% Placement Capacity, the Company may seek to issue equity securities under the 10% Placement Capacity to raise funds for working capital, investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.
The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any equity securities under ASX Listing Rule 7.1A.
Allocation Policy
The Company's allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of allottees of Equity Securities will be determined on a case-by-case basis, having regard to factors including but not limited to the following:
Conrad Asia Energy Ltd Notice of Annual General Meeting
- the methods of raising funds that are then available to the Company;
- the effect of the issue of Equity Securities on the control of the Company;
- the financial situation and solvency of the Company; and
- advice from professional and corporate advisers (if applicable).
Allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing and/or new Securityholders who are not related parties or Associates of a related party of the Company.
Previous Issue of Securities under ASX Listing Rule 7.1A
The Company has not previously issued securities under ASX Listing Rule 7.1A.
Voting Exclusion
A voting exclusion statement is included in the Notice for Resolution 6. At the date of this Notice, the Company has not invited and has not determined to invite any particular existing Securityholder or an identifiable class of existing Securityholder to participate in an offer under ASX Listing Rule 7.1A. Accordingly, no existing Securityholder will be excluded from voting on this Resolution.
Board Recommendation
The Chairman of the Meeting intends to vote all undirected proxies in favour of this Resolution.
The Board recommends that Securityholders vote in favour of this Resolution.
RESOLUTIONS 7 to 10 – APPROVAL TO ISSUE SECURITIES TO THE NON-EXECUTIVE DIRECTORS MR. PAUL DANIEL BERNARD AND MR. JEREMY LEONARD BREST IN LIEU OF DIRECTORS’ EMOULMENTS FOR 2025 and HALF YEAR 2026
In order to preserve the Company’s cash reserves, the non-executive Directors Mr. Paul Daniel Bernard and Mr. Jeremy Leonard Brest, have agreed to receive CDIs in lieu of Directors’ emoluments for the 2025 calendar year.
Mr. Paul Daniel Bernard and Mr. Jeremy Leonard Brest have agreed, subject to the Company obtaining Shareholder approvals, to convert accrued and unpaid Director emoluments of US$72,000 each for 2025 and US$36,000 for the first half of 2026 into CDIs at an issue price of the greater of (a) the opening price of CDIs on the date of the AGM converted to US$ at the published foreign exchange rate at 4:00 pm AEST; or (b) US$0.389 per CDI being the price at which CDIs will be issued.
Accordingly, Resolutions 7 to 10 seek Securityholders’ approval for Listing Rule 10.11 for the issue of CDIs to Mr. Paul Daniel Bernard and Mr. Jeremy Leonard Brest (or their nominee(s)) on the terms and conditions set out below in lieu of cash emoluments payable.
Further details in respect of the proposed issues of CDIs are set out in the table below.
| RECIPIENT | RESOLUTION | DIRECTOR’S FEE / SALARY | MAXIMUM ISSUED* | |
|---|---|---|---|---|
| $ | ACCRUAL PERIOD | |||
| Mr. Paul Daniel Bernard | 7 | US$72,000 | 1 Jan 2025 to 31 Dec 2025 | 206,846 |
| Mr. Jeremy Leonard Brest | 8 | US$72,000 | 1 Jan 2025 to 31 Dec 2025 | 206,846 |
| Mr. Paul Daniel Bernard | 9 | US$36,000 | 1 Jan 2026 to 30 July 2026 | 103,423 |
| Mr. Jeremy Leonard Brest | 10 | US$36,000 | 1 Jan 2026 to 30 July 2026 | 103,423 |
| Total | US$216,000 | 620,538 |
*Assumes an issue price of US$0.389.
Conrad Asia Energy Ltd Notice of Annual General Meeting
Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity shares to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issues fall within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Securityholders under Listing Rule 10.11.
If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% Placement Capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the issue, and alternative methods of satisfying the director emoluments owed to each of the Directors will need to be negotiated, which may involve satisfying the amounts owed in cash.
| Required Information | Details |
|---|---|
| Name of the persons to whom Securities will be issued | The proposed recipients of the CDIs are set out above. |
| Categorisation under Listing Rule 10.11 | Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. |
| Any nominee(s) of the proposed recipients who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. | |
| Number of Securities and class to be issued | The maximum number of CDIs to be issued is an aggregate of 620,538 CDIs (comprising up to 310,269 CDIs to Mr. Bernard under Resolutions 7 and 9 and 310,269 CDIs to Mr. Brest under Resolutions 8 and 10). |
| Terms of Securities | Fully paid ordinary CDIs ranking pari-passu with other existing fully paid ordinary CDIs in the Company |
| Date(s) on or by which the Securities will be issued | If Shareholder approval is obtained, the CDIs to be issued to Directors (or their nominee(s)) will be issued on a date no later than one month after the date of the Meeting, as required by ASX Listing Rule 10.13.5, unless otherwise extended by way of ASX granting a waiver to the ASX Listing Rules. |
| Price or other consideration the Company will receive for the Shares | The CDIs will be issued in lieu of outstanding directors’ fees at an issue price of the greater of (a) the opening price of CDIs on the date of the AGM converted to US$ at the published foreign exchange rate at 4:00pm; or (b) US$0.389 per CDI. |
| Purpose of the issue, | The purpose of the issue is to satisfy accrued director’s fees owed to the recipients for |
Conrad Asia Energy Ltd Notice of Annual General Meeting
| Required Information | Details | ||
|---|---|---|---|
| including the intended use of any funds raised by the issue | the 2025 financial year, and for the first half of the 2026 financial year. | ||
| Remuneration | The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: | ||
| Related Party | Current Financial Year Ending 31 December 2026 | Previous Financial Year Ended 31 December 2025 | |
| Mr. Paul Daniel Bernard | US$36,000 | US$72,000 | |
| Mr. Jeremy Leonard Brest | US$36,000 | US$72,000 | |
| Summary of material terms of agreement to issue | The CDIs are not being issued under an agreement. | ||
| Voting exclusion statements | Voting exclusion statements apply to these Resolutions. |
RESOLUTION 11 RATIFICATION OF THE ISSUE OF SECURITIES TO CORO ENERGY PLC (or its affiliate nominee) PURSUANT TO THE SETTLEMENT AGREEMENT.
Pursuant to a settlement agreement, details of which were disclosed to the ASX on 10 April 2025, (Settlement Agreement) Coro was to receive 500,000 new ordinary shares in Conrad following approval from Indonesia's Ministry of Energy and Mineral Resources. This approval has now been received and such shares to Coro were issued on 24 April 2026.
The 500,000 Shares were issued under the Company's Listing Rule 7.1 placement capacity, ratification of which is sought pursuant to Resolution 11.
In return, Conrad received the participating interest of 15% of the subsidiary of Coro Energy PLC, in the Duyung PSC. The full announcement is at Annexure A to this Notice of Meeting.
The Company utilised the available capacity pursuant to Listing Rule 7.1 at the time of issuance. Broadly speaking, and subject to several exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
The issue of Shares does not fit within any of these exceptions and, as it has not yet been approved by the Company's Securityholders, it effectively uses up part of the 15% Placement Capacity, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue date.
ASX Listing Rule 7.1 limits the Company from issuing more than 15% of its issued capital without Securityholder approval. Listing Rule 7.4 provides that where a listed company's shareholders subsequently approve an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the Company's 15% Placement Capacity, enabling it to issue further securities up to that limit.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Securityholder approval for such issues under Listing Rule 7.1.
In accordance with Listing Rule 7.1 and Listing Rule 7.4, to restore the Company's capacity to issue Shares it is proposed that Securityholders ratify the issue of Shares as detailed above.
If this Resolution is not approved by Securityholders, the Company's capacity to raise additional equity funds over the next 12 months without reference to Securityholders will be reduced.
Conrad Asia Energy Ltd Notice of Annual General Meeting
This Resolution is an ordinary resolution requiring it to be passed by a simple majority of votes cast by the Securityholders entitled to vote on it.
The following information is provided in accordance with Listing Rule 7.5:
| Required Information | Details |
|---|---|
| Number of CDIs Issued | 500,000 CDIs were issued. |
| Date of Issue | The CDIs were issued on 24 April 2026. |
| Issue Price | The CDIs were issued for NIL consideration, and at a deemed issue price of $0.75, being the price at the date of the agreement to issue CDIs to Coro Energy PLC. |
| Allottees | Coro Energy PLC or their nominee |
| Terms | Fully paid ordinary CDIs ranking pari-passu with other existing fully paid ordinary CDIs in the Company |
| Purpose of Issue | Pursuant to the Settlement Agreement, details of which were disclosed to the ASX on 19 May 2025. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
Directors' recommendation
The Directors unanimously recommend that the Securityholders vote in favour of this Resolution.
Conrad Asia Energy Ltd Notice of Annual General Meeting
GLOSSARY
Act means the Singapore Companies Act 1967
Annual General Meeting/Meeting means the meeting convened by the Notice of Annual General Meeting.
Annual General Meeting Proxy Form means the proxy form accompanying the Notice of Annual General Meeting.
Annual General Meeting Resolutions means the resolutions set out in the Notice of Annual General Meeting, or any one of them, as the context requires.
Associate has the meaning given to that term in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the official 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.
CDI means a CHESS Depositary Interest over fully paid ordinary shares in the capital of the Company.
Chair means the chair of the Meeting.
CHESS means the Clearing House Electronic Subregister System operated in accordance with the Corporations Act.
Company means Conrad Asia Energy Ltd (ARBN 656 246 678, UEN 201026677K).
Constitution means the Company's constitution.
Coro means Coro Energy Plc.
Corporations Act means the Corporations Act 2001 (Cth)
Directors means the current directors of the Company.
Equity Security has the same meaning as in the ASX Listing Rules.
Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.
Notice of Annual General Meeting/Notice means this notice of meeting, including the Annual General Meeting Explanatory Statement and the Annual General Meeting Proxy Form.
Proxy Form means the proxy form accompanying the Notice by way of email, where the Securityholder has elected to receive notices by email, or the personalised proxy form accompanying the postcard circulated by way of post, where the Securityholder has not elected to receive notices by email.
Regulation means a regulation in the Constitution.
Resolution means a resolution set out in the Notice of Annual General Meeting.
Share means a fully paid ordinary share in the capital of the Company, or a CDI in respect of that Share.
Security means a Share or CDI.
Securityholder means a registered holder of a Security in the Company.
US$ means United States dollars.
Conrad Asia Energy Ltd Notice of Annual General Meeting
ANNEXURE A
CONRAD ASIA ENERGY LTD
10 April 2025
ASX:CRD
Duyung PSC Settlement Signed with Coro Energy
Highlights
Conrad Asia Energy Ltd (ASX: CRD) (the "Company" or "Conrad"), an Asia-focused natural gas exploration and development company, is pleased to announce that its wholly owned subsidiary, the Company and West Natuna Exploration Limited ("WNEL") operator of Duyung Production Sharing Contract ("PSC"), has signed a Settlement Agreement and associated documentation ("Settlement Agreement") with Coro Energy PLC ("Coro") and Coro Energy Duyung (Singapore) Pte Ltd (referred to as "Coro Duyung").
As previously advised in 4Q 2024, WNEL issued default notices to its Duyung co-venturers, including Coro Duyung, as required under the Joint Operating Agreement ("JOA") between the parties, for cash call arrears.
The terms of the Settlement Agreement provide for:
- The transfer of Coro Duyung's 15.0% Participating Interest ("PI") in the Duyung PSC to WNEL. This will bring WNEL's total PI in the Duyung PSC to 91.5%;
- The release of Coro Duyung from any obligation to pay existing or future cash calls;
- A total cash consideration of US$300,000 to be paid by Coro to WNEL following the approval of the settlement by the shareholders of Coro;
- Following receipt of Government Approval, the issuance to Coro of 500,000 new ordinary shares in Conrad ("Conrad Shares"). The Conrad Shares had a value of approximately US$225,000 based on the AU$0.75 closing share price of Conrad on 9 April 2025; and
- Within 45 days of the first commercial production in respect of the Duyung PSC, the issue of further new ordinary shares in Conrad ("Additional Conrad Shares") to Coro with value at such time of US$750,000. To the extent that Conrad's or WNEL's interest in the Duyung PSC has fallen below 20% at that time, such payment may be reduced rateably.
The Settlement Agreement is conditional on (i) approval from Indonesia's Ministry of Energy and Mineral Resources ("MEMR") to the transfer by Coro Duyung of its Participating Interest to WNEL ("Government Approval"); and (ii) the approval of the terms of the Settlement Agreement by shareholders of Coro at a general meeting of the shareholders to be held on or before 15 May 2025.
Discussions continue with Empyrean Energy to resolve their outstanding cash call arrears to Duyung PSC.
Conrad Managing Director and Chief Executive Officer, Miltos Xynogalas, commented:
"The Settlement Agreement between Conrad and Coro resolves a long-standing dispute regarding the payment of outstanding cash calls arrears between Conrad and Coro which resulted in the issuance of the default notice in accordance with the terms of our Joint Operating Agreement. We are pleased to have agreed a transaction with Coro which allows Coro to focus on its core renewable energy business, and which allows Conrad to focus on the commercialisation of the Mako Gas Field and building its gas business in Asia."
84 Amoy Street, #03-01, Singapore 069903
Company Number 201026677K | P: +65 6517 9700 | E: [email protected] | W: conradasia.com
CONRAD ASIA ENERGY LTD
Duyung PSC – Mako Gas Field
Post Transfer 91.5% Participating Interest, Operator
Upon completion of the transfer of Coro’s Participating Interest, Conrad will hold a 91.5% operated interest in the Duyung PSC via its wholly owned subsidiary West Natuna Exploration Limited. Duyung is located in the Riau Islands Province, Indonesian waters in the West Natuna area, approximately 100 kms to the north of Matak Island and 400 kms northeast of Singapore. The Mako field contains 2C Contingent Resources (100%) of 376 billion cubic feet (“Bcf”), of which, post transfer, 231 Bcf will be net attributable to Conrad (an increase of 38 Bcf to the volume reported in the CRD YE 2024 Annual Report¹).
Authorised by the Board.
For more information, please contact:
Miltos Xynogalas
Managing Director & CEO
[email protected]
+65 6517 9700
Jane Morgan
Investor & Media Relations
[email protected]
+61 405 555 618
About Conrad and its Projects
Conrad is an Asia-focused natural gas exploration & production company concentrated on the shallow waters offshore Indonesia, and via its wholly owned subsidiaries, is the holder of several operated tenements in the form of Production Sharing Contracts. The Company’s flagship project is the Mako Gas Field located in the Natuna Sea in the shallow offshore waters of Indonesia. Mako lies along a large natural gas pipeline to Singapore, which supplies high-value natural gas into Singapore primarily for electricity generation. The Mako gas field is one of the largest gas discoveries in the region.
The Company specialises in the identification and acquisition of undervalued, overlooked, and/or technically misunderstood gas assets, and has developed expertise in maturing such assets through subsurface technical work, appraisal drilling and an innovative approach to low-cost field development.
The Board and management have a proven track record of value creation and deep industry experience with oil majors, mid-cap E&P and the upstream investment community, together with a successful track record of bringing exploration and development projects into production, with Peter Botten the founder and Chairman of Oil Search adding enormous depth and experience as Chairman of Conrad.
Forward Looking Statements
This document has been prepared by Conrad Asia Energy Ltd. This report contains certain statements which may constitute "forward-looking statements". It is believed that the expectations reflected in these statements are reasonable but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially, including, but not limited to: price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve and resource estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial market conditions in various countries and regions, political risks, project delays or advancements, approvals and cost estimates. The operations and activities are subject to joint venture, regulatory and other approvals and their timing and order may also be affected by weather, availability of equipment and materials and land access arrangements. Although Conrad believes that the expectations raised in this report are reasonable there can be no certainty that the events or operations described in this report will occur in the timeframe or order presented
¹ Conrad Annual Report 2025, 31 March 2025.
Page 2 of 3
19
CONRAD ASIA ENERGY LTD
or at all.
There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production, development expenditures, operating expenses and cash flows. Oil and gas reserve engineering and resource assessment must be recognised as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way.
No representation or warranty, expressed or implied, is made by Conrad or any other person that the material contained in this report will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of Conrad, its officers, employees and advisers expressly disclaims any responsibility for the accuracy or completeness of the material contained in this report and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence if any information in this report or any error or omission there from. Neither Conrad nor any other person accepts any responsibility to update any person regarding any inaccuracy, omission or change in information in this report or any other information made available to a person nor any obligation to furnish the person with any further information.
All references to $ or US$ are in United States dollars unless stated otherwise.
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CDI VOTING INSTRUCTION FORM FOR SHAREHOLDERS WHO HOLD SHARES THROUGH CHESS DEPOSITARY NOMINEES PTY LTD
CONRAD ASIA ENERGY LTD
All Correspondence to:
☐ By Mail Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
☐ By Fax: +61 2 9290 9655
☐ Online: www.boardroomlimited.com.au
☐ By Phone: (within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600
CONRAD ASIA ENERGY LTD ANNUAL GENERAL MEETING
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 9.30am (Singapore time) on Saturday 13th June 2026.
TO APPOINT A PROXY ONLINE
BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/crd2026agm
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
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TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 HOW TO VOTE ON ITEMS OF BUSINESS
You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.
STEP 2 SIGN THE FORM
The form must be signed as follows:
Individual: This form is to be signed by the securityholder.
Joint Holding: where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory.
i.e. Sole Director, Sole Company Secretary or Director and Company Secretary.
STEP 3 LODGEMENT
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 72 hours before the commencement of the meeting, therefore by 9.30am (Singapore time) on Saturday 13th June 2026. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged:
☐ Online https://www.votingonline.com.au/crd2026agm
☐ By Fax +61 2 9290 9655
☐ By Mail Boardroom Pty Limited
GPO Box 3993,
Sydney NSW 2001 Australia
☐ In Person Boardroom Pty Limited
Level 8, 210 George Street
Sydney NSW 2000 Australia
Comments and 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.
Attending the Meeting
If you wish to attend the meeting, please bring this form with you to assist registration.
Turn over to complete the form
Conrad Asia Limited
ARBN 656246678
☐ Your Address
This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.
Please note, you cannot change ownership of your securities using this form.
CDI Voting Instruction form
STEP 1 CHESS DEPOSITARY NOMINEES WILL VOTE AS DIRECTED
Voting Instructions to CHESS Depositary Nominees Pty Ltd
I/We being a holder of CHESS Depositary Interests of the above Company hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Raffles City Convention Centre, 80 Bras Basah Road, Singapore 189560 and virtually via https://meetings.lumiconnect.com/300-361-032-633 on Tuesday 16th June 2026 at 9:30am (Singapore time) and at any adjournment of that meeting.
By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.
If you would like to attend the AGM or appoint a Nominated Proxy to attend the AGM on your behalf, and vote in person, you may use this Voting Instruction Form to direct CDN to nominate
or the Chairman in the event the nominated proxy does not attend the AGM, as proxy to vote the shares underlying your CDIs on behalf of CDN in person at the AGM. The Chair of the Meeting will vote on all undirected proxies in favour of all Items of business (including Resolution 3,6,7,8,9,10,11). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
The Chair of the Meeting is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 3,6,7,8,9,10,11, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this/these Item even though Resolution 3,6,7,8,9,10,11 is connected with the remuneration of a member of the key management personnel for the Company.
STEP 2 VOTING DIRECTIONS
- If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
| FOR | AGAINST | ABSTAIN* | FOR | AGAINST | ABSTAIN* | ||||
|---|---|---|---|---|---|---|---|---|---|
| Res 1 | Re-election of Mr Peter Robert Botten | ☐ | ☐ | ☐ | Res 7 | Approval for the issue of securities to Director Mr Paul Daniel Bernard (2025 Director's Emoluments) | ☐ | ☐ | ☐ |
| Res 2 | Re-election of Mr David Antony Johnson | ☐ | ☐ | ☐ | Res 8 | Approval for the issue of securities to Director Mr Jeremy Leonard Brest (2025 Director's Emoluments) | ☐ | ☐ | ☐ |
| Res 3 | Approval of Director's Emoluments for 2026 | ☐ | ☐ | ☐ | Res 9 | Approval for the issue of securities to Director Mr Paul Daniel Bernard (H1 2026 Director's Emoluments) | ☐ | ☐ | ☐ |
| Res 4 | Re-Appointment of Auditor | ☐ | ☐ | ☐ | Res 10 | Approval for the issue of securities to Director Mr Jeremy Leonard Brest (H1 2026 Director's Emoluments) | ☐ | ☐ | ☐ |
| Res 5 | Authority to Allot and Issue Shares | ☐ | ☐ | ☐ | Res 11 | Ratification of issue of 500,000 securities to Coro Energy Plc | ☐ | ☐ | ☐ |
| Res 6 | Approval of 10% Placement Capacity (Special Resolution) | ☐ | ☐ | ☐ |
STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary |
Contact Name... Contact Daytime Telephone... Date / / 2026