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GALILEE ENERGY LIMITED Proxy Solicitation & Information Statement 2018

Jun 3, 2018

64994_rns_2018-06-03_3b88b20c-0ff4-4dcc-bbd7-701695b85f65.pdf

Proxy Solicitation & Information Statement

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ACN 064 957 419

NOTICE OF GENERAL MEETING

incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of meeting: Friday, 6 July 2018 Time of meeting: 10.00am (Brisbane Time) Place of meeting: Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane Queensland

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

GALILEE ENERGY LIMITED

ACN 064 957 419

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Galilee Energy Limited ( Company ) will be held at 10.00am (Brisbane time) on Friday, 6 July 2018 at the offices of Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane, Queensland.

This Notice of Meeting should be read in its entirety, together with the Explanatory Memorandum and the enclosed Proxy Form. The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting. Capitalised terms used in this Notice of Meeting have the meaning given to them in the “Definitions” section at the end of the Explanatory Memorandum.

ORDINARY BUSINESS

1. Resolution 1 – Ratification of 2017 Placement

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 20,321,070 Shares to sophisticated, professional and institutional investors at an issue price of $0.15 (fifteen cents) per Share, and otherwise in accordance with the terms set out in the Explanatory Memorandum, be ratified."

Voting Exclusion Statement:

The Company will disregard any votes cast in favour on Resolution 1 by a person who participated in the issue. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or the vote is cast by the Chair of the Meeting as a proxy for a person entitled to vote, in accordance with a direction in the Proxy Form to vote as the proxy decides.

An explanation of the resolution is set out in the accompanying Explanatory Memorandum ( EM ). This EM explains the purpose of the meeting and the resolution to be considered at the meeting.

OTHER BUSINESS

To consider any other business that may lawfully be brought forward in accordance with the Constitution and the Corporations Act.

BY ORDER OF THE BOARD

Stephen Rodgers Company Secretary Dated: 4 June 2018

Page 1

ENTITLEMENT TO ATTEND AND VOTE

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (Sydney time) on Wednesday 4 July 2018.

Shareholders can vote by either:-

  • attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

  • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice; or

  • by submitting their proxy appointment and voting instructions by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company’s Share Register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company’s Share Registry.

Voting by Proxy

  • A Shareholder entitled to attend and vote is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

  • The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment

does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

  • A proxy need not be a Shareholder.

  • The proxy can be either an individual or a body corporate.

  • If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

  • Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

  • If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  • Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

  • To be effective, proxies must be lodged by 10.00am (Brisbane time) on Wednesday 4 July 2018. Proxies lodged after this time will be invalid.

  • Proxies may be lodged using any of the following methods:-

  • by returning a completed proxy form in person or by post using the preaddressed envelope provided with this Notice to:-

The Share Registry

Galilee Energy Limited

c/- Computershare Investor Services Pty Limited

Page 1

GPO Box 242 MELBOURNE VIC 3001

or

Galilee encourages all Shareholders who are unable to attend in person to submit proxies to direct their proxy how to vote on each resolution.

  1. by faxing a completed proxy form to:-

Computershare Investor Services Pty Limited, on

1800 783 447 (within Australia); or

  • 61 3 9473 2555 (outside Australia)

or

  1. by visiting: - www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com

IMPORTANT VOTING RESTRICTIONS

If you are entitled to vote, and you wish to appoint a proxy, you should be aware that if your proxy is a person who is not entitled to vote in their own right, the person may (subject to the Corporations Act) still vote as your proxy but your proxy's vote on your behalf will only be valid if, subject to the comments above in respect of undirected proxies held by the Chairman, you direct your proxy on the Proxy Form how to vote and the proxy does vote as directed.

or

  1. by scanning the QR code located on the front of the accompanying proxy form and logging in with your postcode.

The proxy form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 10.00am (Brisbane time) on Wednesday 4 July 2018. If facsimile transmission is used, the Power of Attorney must be certified.

How undirected proxies held by the Chairman of the meeting will be voted

If you appoint the Chairman of the Meeting as your proxy or he becomes your proxy by default, and you do not specify in the Proxy Form the manner in which you wish the Chairman to vote on the Resolutions to be considered at the Meeting, you accept that the Chairman intends to vote in favour of Resolution 1.

If you appoint the Chairman of the Meeting as your proxy and wish to direct the Chairman how to vote on the Resolution to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the Proxy Form).

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GALILEE ENERGY LIMITED

ACN 064 957 419

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in Galilee Energy Limited ( Company ) in connection with the business to be considered at the Meeting of Shareholders to be held at 10.00am (Brisbane time) on Friday 6 July 2018 at the offices of Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane Queensland.

This Explanatory Memorandum comprises part of the accompanying Notice of Meeting. Capitalised terms are defined in the “Definitions’” section at the end of this Explanatory Memorandum. Details of the business to be considered at this Meeting are set out below.

Rules 7.1 if the issue did not breach the Listing Rules at the time of issue and shareholders subsequently ratify that issue.

The 2017 Placement Shares were issued to sophisticated, professional and institutional investors selected by the Board and Patersons Securities Limited (ABN 69 008 896 311) and Gleneagles Securities (Aust) Pty Ltd (ABN 58 136 930 526), as joint Lead Managers as part of the Company’s October 2017 capital raising and were initially issued within the Company's 15% Placement Capacity.

The 2017 Placement Shares were issued rank pari passu with, and on the same terms, as the existing fully paid ordinary shares on issue in the Company. None of the allottees under the Placement were related parties of the Company;

Accordingly, Resolution 1 seeks Shareholder ratification of the issue of the 2017 Placement Shares for the purpose of Listing Rule 7.4.

Purpose of Explanatory Memorandum

The purpose of this Explanatory Memorandum is to provide Shareholders with information which may be relevant to the Resolution to be put to Shareholders at the Meeting.

Resolution 1: Ratification of 2017 Placement

Resolution 1 seeks Shareholder approval to ratify the issue of 20,321,070 Shares to various sophisticated, professional and institutional investors at an issue price of $0.15 per Share ( 2017 Placement Shares ), which were issued as part of the Company’s capital raising announced 30 October 2017.

Broadly, Listing Rules 7.1 and 7.1A (where approval has been obtained), together, provide that, unless an exception applies, the prior approval of Shareholders is required to issue Equity Securities if the Equity Securities will, subject to certain exceptions, together with the number of all other Equity Securities issued during the previous 12 months, exceeds the number that is 25% of the number of Equity Securities on issue at the commencement of that 12-month period ( Placement Capacity ).

Listing Rule 7.4 provides that an issue of Equity Securities made without prior shareholder approval is treated as having been made with shareholder approval for the purpose of Listing

If Resolution 1 is passed, the Company need not deduct the 2017 Placement Shares from its current Placement Capacity.

If Resolution 1 is not passed, the 2017 Placement Shares will be deducted from the Company’s current Placement Capacity in accordance with the Listing Rules, reducing the Company’s ability to raise further funds through the issue of Equity Securities, without first obtaining Shareholder approval.

If Resolution 1 is passed, the Company will be able to raise further funds by issuing up to the maximum of the Company’s current Placement Capacity set out in the Listing Rules without the need to obtain the prior approval of Shareholders.

The 2017 Placement Shares are fully paid ordinary shares, which, from their date of issue, ranked equally with all other Shares on issue.

The recipients of the 2017 Placement Shares were selected by the Company in consultation with Patersons Securities Limited (ABN 69 008 896 311) and Gleneagles Securities (Aust) Pty Ltd (ABN 58 136 930 526), as joint lead managers of the 2017 placement.

Funds raised from the issue of the 2017 Placement Shares were used to fund the

Page 3

Company’s 2018 multi-lateral pilot incorporating the drilling and completion of new lateral wells in the Company’s 100% owned and operated Glenaras Gas Project, as well as for general working capital purposes.

A voting exclusion statement has been included in the Notice of Meeting for the purposes of Resolution 1.

Recommendation

The Directors consider it prudent that the Company retain the flexibility of that ability in case the need to issue further securities arise and unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chair of the Meeting intends to vote all available proxies in favour of this resolution.

Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules or ASX Listing Rules means the listing rules of ASX.

Meeting means the General Meeting of the Company to be held at the offices of Piper Alderman Level 26 Riparian Plaza, 71 Eagle Street, Brisbane, Queensland on Friday, 6 July 2018 at 10.00am (Brisbane Time).

Notice of Meeting means, unless the context requires otherwise, this document which comprises the Company’s Notice of Meeting to be held at 10.00am (Brisbane time) on Friday. 6 July 2018 at the offices of Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane Queensland and the accompanying Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form attached to the Notice.

Definitions

The following words shall have the following meanings in this Notice of Meeting and Explanatory Memorandum:

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or, where applicable, the Australian Securities Exchange operated by ASX.

Board means the Board of Directors of the Company.

Company or Galilee means Galilee Energy Limited ACN 064 957 419.

Resolution means a resolution of the Company set out in this Notice of Meeting.

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

Shareholder means a shareholder in the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company at the date of this Notice of Meeting.

Explanatory Memorandum means this explanatory memorandum and any schedule or annexure to it.

Equity Securities means the same meaning as given to that term in the Listing Rules;

Group means the Company and each of its Associated Body Corporates (as that term is defined in the Corporations Act).

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the

Page 4

Lodge your vote:

Online:

www.investorvote.com.au

ABN 11 064 957 419

By Mail:

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

In Person:

GLL

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

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford, Victoria 3067

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 850 505 (outside Australia) +61 3 9415 4000

Voting Form

XX

Vote and view the notice of meeting 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 10:00am (Brisbane time) Wednesday 4 July 2018

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.

Appoint a Proxy to Vote on Your Behalf

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 or abstain as they choose (to the extent permitted by law). 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 “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable 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/i12

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

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----- Start of picture text -----


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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

Please mark

to indicate your directions

Indicate How your Vote will be Cast

XX

Select one option only

At the General Meeting of Galilee Energy Limited to be held at Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane, QLD on Friday, 6 July 2018 at 10:00am (Brisbane time) and at any adjournment or postponement of that meeting, I/We being member/s of Galilee Energy Limited direct the following:

1. Vote Directly 2. Appoint a Proxy to Vote on Your Behalf:

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

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).

PLEASE NOTE: A Direct Vote will or failing the individual or body corporate named, or if no individual or body corporate is named, the take priority over the appointment of a Proxy. For a valid Direct Vote to be Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in recorded you must mark FOR, accordance with the following directions (or if no directions have been given, and to the extent permitted by AGAINST, or ABSTAIN on each item. law, as the proxy sees fit).

Items of Business

PLEASE NOTE: If you have appointed a proxy and 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. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.

1 Ratification of 2017 Placement

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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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 / /
----- End of picture text -----

G L L

1 2 3 4 5 6 A

Lodge your vote:

Online:

www.investorvote.com.au

ABN 11 064 957 419

By Mail:

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

In Person:

GLLRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford, Victoria 3067

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 850 505 (outside Australia) +61 3 9415 4000

Voting Form

XX

Vote and view the notice of meeting 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

PIN: 99999

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

For your vote to be effective it must be received by 10:00am (Brisbane time) Wednesday 4 July 2018

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.

Appoint a Proxy to Vote on Your Behalf

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 or abstain as they choose (to the extent permitted by law). 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 “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable 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/000002/000002/i12

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

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==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----

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 ND

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Voting Form

Please mark

to indicate your directions

Indicate How your Vote will be Cast Select one option only

XX

At the General Meeting of Galilee Energy Limited to be held at Piper Alderman, Level 26 Riparian Plaza, 71 Eagle Street, Brisbane, QLD on Friday, 6 July 2018 at 10:00am (Brisbane time) and at any adjournment or postponement of that meeting, I/We being member/s of Galilee Energy Limited direct the following:

1. Vote Directly 2. Appoint a Proxy to Vote on Your Behalf:

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

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).

PLEASE NOTE: A Direct Vote will or failing the individual or body corporate named, or if no individual or body corporate is named, the take priority over the appointment of a Proxy. For a valid Direct Vote to be Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in recorded you must mark FOR, accordance with the following directions (or if no directions have been given, and to the extent permitted by AGAINST, or ABSTAIN on each item. law, as the proxy sees fit).

Items of Business

PLEASE NOTE: If you have appointed a proxy and 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. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.

1 Ratification of 2017 Placement

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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----- Start of picture text -----

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 / /
----- End of picture text -----

G L L

1 2 3 4 5 6 A