Genel Energy — AGM Information 2013

Mar 15, 2013

Genel Energy

(incorporated and registered in Jersey under number 107897)

Notice of Annual General Meeting

The Notice of the Annual General Meeting (AGM) of Genel Energy plc (the Company) to be held at 11.00am on Monday 22 April 2013 at the Sofitel St James's, 6 Waterloo Place, London, SW1Y 4AN, UK is contained within this document.

If you are a holder of Voting Ordinary Shares, please complete and submit a proxy form in accordance with the instructions printed thereon, whether or not you propose to attend the AGM. The proxy form must be received no later than 11.00am on 20 April 2013.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or otherwise transferred part of your holding you should retain these documents.

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Genel Energy plc Notice of Annual General Meeting 2013

Part I – Chairman’s Letter

Genel Energy plc

(incorporated and registered in Jersey under number 107897)

Registered Office:

12 Castle Street St Helier Jersey JE2 3RT Channel Islands

15 March 2013

Notice of Annual General Meeting

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Dear Shareholder,

I am pleased to be writing to you with details of our second Annual General Meeting which this year will be held at the Sofitel St James's, 6 Waterloo Place, London SW1Y 4AN, UK on Monday 22 April 2013 at 11.00am.

The Notice of AGM is set out on pages 3 to 4 of this document. Please note that only holders of Voting Ordinary Shares are entitled to vote on the resolutions at the AGM. All Shareholders are entitled to attend and speak at the AGM.

Reappointment of Directors

In accordance with the UK Corporate Governance Code, all of the Directors of the Company will retire by rotation and be proposed for reappointment at the AGM. Directors' biographies can be found on pages 54 to 55 of the Annual Report.

Rule 9 Waiver approval

On 5 September 2012, Independent Shareholders approved a waiver granted by the Panel on Takeovers and Mergers of the obligation which may fall on Elysion Energy Holding B.V., Focus Investments Limited or Petroleum Resources Management N.V. or any person acting in concert with them, to make a general offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of an increase in their shareholding following a buyback in the market by the Company of up to 10 per cent of its voting shares. This current approval expires as at the date of the AGM and as such we are asking independent shareholders to renew the approval at this meeting to continue until the 2014 AGM.

Recommendation

The Directors consider that all the Resolutions to be put before the AGM are in the best interests of the Company and recommend that you vote in favour of each of them as they intend to in respect of their own holdings.

Action to be taken

If you are a holder of Voting Ordinary Shares and would like to vote on the Resolutions, but you cannot attend the AGM in person, please fill in the enclosed proxy form and return it to the Company's registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, to be received by no later than 11.00am on 20 April 2013. Alternatively, you may appoint a proxy electronically. Information about how you may vote electronically is given in paragraph 3 on page 5 of this document.

Yours faithfully,

Rodney Chase, Chairman

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www.genelenergy.com

Genel Energy plc Notice of Annual General Meeting

Notice is hereby given that this year's AGM will be held at the Sofitel St James's, 6 Waterloo Place, London, SW1Y 4AN, UK at 11.00am on Monday 22 April 2013. Holders of Voting Ordinary Shares will be asked to consider and pass the Resolutions below. Resolutions 19 and 20 will be proposed as special resolutions. Resolution 18 is proposed as a resolution of the Independent Shareholders. All other Resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1. To receive the audited accounts of the Company for the year ended 31 December 2012 and the reports of the Directors and Auditors thereon.
2. To approve the Directors' Remuneration Report for the year ended 31 December 2012.
3. To re-elect Mr Rodney Chase as a non-executive director.
4. To re-elect Dr Tony Hayward as an executive director.
5. To re-elect Mr Julian Metherell as an executive director.
6. To re-elect Sir Graham Hearne as a non-executive director.
7. To re-elect Mr Jim Leng as a non-executive director.
8. To re-elect Mr Mehmet Öğütçü as a non-executive director.
9. To re-elect Mr Mark Parris as a non-executive director.
10. To re-elect Mr George Rose as a non-executive director.
11. To re-elect Mr Nathaniel Rothschild as a non-executive director.
12. To re-elect Mrs Gulsun Nazli Karamehmet Williams as a non-executive director.
13. To re-elect Mr Murat Yazici as a non-executive director.
14. To re-elect Mr Chakib Sbiti as a non-executive director.
15. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors until the conclusion of the next general meeting of the Company at which accounts are laid.
16. To authorise the Board to set the auditors' fees.
17. To authorise the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates to: (a) make donations to political parties and independent election candidates; (b) make donations to political organisations other than political parties; and (c) incur political expenditure, during the period commencing on the date of this resolution and ending on the date of the annual general meeting of the Company in 2014, provided that in each case any such donations and expenditure made by the Company or by any such subsidiary shall not exceed £150,000 per Company and which together shall not exceed in aggregate £200,000.

Any terms used in this Resolution which are defined in Part 14 of the UK Companies Act 2006 have the same meanings for the purposes of this Resolution.

1. That the waiver granted by the Panel on Takeovers and Mergers of the obligation which may otherwise fall on Elysion Energy Holding B.V., Focus Investments Limited or Petroleum Resources Management N.V. or any person acting in concert with them or connected to them individually or collectively, to make a general offer pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of an increase in their shareholding resulting from a purchase in the market by the Company of up to 10 per cent. of the Company's Voting Ordinary Shares as at the date of the 2013 AGM, be approved.

Special resolutions

1. That the Company will be generally and unconditionally authorised:

(a) to make market purchases of its Voting Ordinary Shares in such manner as the Directors shall from time to time determine, provided that: (i) the maximum aggregate number of Voting Ordinary Shares hereby authorised to be purchased is 21,373,667 (representing approximately 10 per cent. of the aggregate issued voting ordinary share capital of the Company); (ii) the minimum price (exclusive of any expenses) which may be paid for a Voting Ordinary Share is its nominal value; and (iii) the maximum price (exclusive of any expenses) which may be paid for a Voting Ordinary Share is not more than the higher of: (A) an amount equal to 5 per cent. above the average of the middle market quotations of Voting Ordinary Shares in the Company (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Voting Ordinary Share is contracted to be purchased; and

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Genel Energy plc Notice of Annual General Meeting 2013

Genel Energy plc

Notice of Annual General Meeting continued

(B) an amount equal to the higher of:

(I) the price of the last independent trade of a voting ordinary share; and

(II) the highest current independent bid for a voting ordinary share on the London Stock Exchange at the time the purchase is carried out, as derived from the London Stock Exchange Trading System,

(iv) such authority shall expire (unless otherwise renewed, varied or revoked by the Company in a general meeting) at the end of the AGM in 2014 or 22 October 2014 whichever is earlier, except that the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Voting Ordinary Shares which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Voting Ordinary Shares in pursuance of any such contract or contracts and may hold as treasury shares any Voting Ordinary Shares purchased pursuant to the authority conferred in this Resolution.

1. That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

15 March 2013

By order of the Board

Stephen Mitchell

Company Secretary

Registered Office: 12 Castle Street St Helier Jersey JE2 3RT Channel Islands Registered in Jersey No. 107897

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www.genetenergy.com 05

Notes

Entitlement to attend and vote

1. The right to attend and vote at the AGM is determined by reference to the Company's Register of Members. The Company, pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those shareholders registered in the Register of Members of the Company as at 11.00am on 20 April 2013 (or, if this AGM is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting) are entitled to attend and speak at the AGM and a member may vote in respect of the number of Voting Ordinary Shares registered in such member's name at that time. Changes to the entries in the Register of Members after that time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM. In the case of joint shareholders, the vote of the first named in the Register of Members of the Company who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

2. Resolution 18 is subject to the approval of the Independent Shareholders (being the holders of Voting Ordinary Shares in the Company other than Elysion Energy Holding B.V., Focus Investments Limited or Petroleum Resources Management N.V. (the "Significant Shareholders") and their respective interests). The Significant Shareholders will not be permitted to vote on Resolution 18.

Proxies

1. Holders of Voting Ordinary Shares are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you are a holder of Voting Ordinary Shares and do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham BR3 4TU or Telephone: 0871 664 0300 (Calls cost 10 pence per minute plus network extras). Lines are open Monday - Friday, 9:00am - 5.30pm (from outside the UK: +44 (0) 20 8639 3399).

In accordance with Article 53 of the Articles, a holder of Voting Ordinary Shares may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member. Such a shareholder may only appoint a proxy or proxies by:

• completing and returning the proxy form enclosed with this notice; or
• if you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted.

IMPORTANT: In any case your proxy form must be received by the Company's Registrars no later than 11.00am on 20 April 2013.

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Company's agent (RA10) by 11.00am on 20 April 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Further details of the appointment of proxies are given in the notes to the proxy form enclosed with this pack.

Corporate representatives

1. Under the Companies Law (Jersey) 1991 a body corporate may only appoint one corporate representative. A holder of Voting Ordinary Shares which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.

Nominated Persons

1. Any person to whom this notice is sent who is a person nominated pursuant to Article 128 of the Articles to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

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Genel Energy plc Notice of Annual General Meeting 2013

Notes continued

1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

Issued share capital and total voting rights

1. As at 14 March 2013 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 280,248,198 Ordinary Shares, made up of 213,736,679 Voting Ordinary Shares at £0.10p each carrying one vote each and 66,511,519 Suspended Voting Ordinary Shares at £0.10p each carrying, subject to limited exceptions, no voting rights. Therefore, the total voting rights in the Company as at 14 March 2013 are 213,736,679.

Members' rights to ask questions

1. Any member attending the AGM has the right to ask questions. The Company shall answer any such question relating to the business being dealt with at the AGM but no such answer need be given if:

• to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

Electronic Communication

1. You may not use any electronic address provided in either this notice or any related documents (including the proxy form) to communicate with the Company for any purpose other than those expressly stated.

Inspection of documents

1. The following documents will be available for inspection during normal business hours at 12 Castle Street, St Helier, Jersey JE2 3RT Channel Islands from 15 March 2013 until the time of the AGM and at the Sofitel St James's, 6 Waterloo Place, London, SW1Y 4AN UK from 15 minutes before the AGM until it ends:

• copies of the executive Directors' service contracts; and
• copies of the letters of appointment of the Non-Executive Directors

Website

1. A copy of this notice can be found at www.genelenergy.com.

Voting results

1. It is intended that voting on all resolutions will be conducted on a poll rather than on a show of hands. The Company believes that this is a more transparent method of voting as member votes are counted according to the number of shares held. As soon as practicable after the AGM the results of the voting at the meeting and the number of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Services and also placed on the Company's website at www.genelenergy.com.

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www.genetenergy.com

Explanatory notes to the Notice of Annual General Meeting

The notes on the following pages explain the proposed Resolutions. Resolutions 1 to 18 are proposed as ordinary resolutions, for which, in order to be passed, more than half of the votes cast must be in favour of the Resolution. Resolution 18 is proposed as a resolution of the Independent Shareholders, for which, in order to passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 19 and 20 are proposed as special resolutions, for which, in order to be passed, at least two thirds of the votes cast must be in favour of the Resolution.

Adoption of report and accounts - (Resolution 1)

The Directors are presenting the report of the Directors and the accounts of the Company for the year ended 31 December 2012 to shareholders for their approval. The report of the Directors, the accounts, and the report of the Company's Auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report and Accounts.

Approval of Directors' Remuneration Report - (Resolution 2)

The Directors' Remuneration Report, which may be found on pages 66 to 72 of the Annual Report and Accounts, gives details of your Directors' remuneration for the year ended 31 December 2012 and sets out the Company's overall policy on Directors' remuneration. The Company's Auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report required by law to be audited.

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and, accordingly, shareholders will be invited to approve the Directors' Remuneration Report.

Re-election of Directors who are retiring under the Articles - (Resolutions 3 to 14)

Resolutions 3 to 14 propose the re-election of all Directors in accordance with Article 62. The re-election of Directors will take effect at the conclusion of the meeting.

Biographical details for each of the Directors may be found on pages 54 to 55 of the Annual Report and Accounts. The Board considers that each of the Directors continue to make an effective and valuable contribution and demonstrates commitment to the role. Accordingly, the Board unanimously recommends the re-election of all Directors.

Re-appointment of Auditors and Auditors' remuneration - (Resolutions 15 and 16)

The Auditors of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 15 proposes the re-appointment of the Company's existing Auditors, PricewaterhouseCoopers LLP, until the conclusion of the AGM of the Company in 2014. Resolution 16 gives authority to the Directors to determine the Auditors' remuneration.

Authority to make political donations - (Resolution 17)

The Company is not subject to the UK Companies Act 2006 as it has been incorporated in Jersey; however, the Company intends to comply, to the extent practicable, with certain of its provisions and the Company has therefore decided to propose Resolution 17 to seek the approval of its members for certain donations and expenditure.

It is not the Company's policy to make political donations. However, the Company would like confirmation of its authority as set out in this Resolution to allow it (and its subsidiaries) to fund activities which it believes is in the interests of shareholders and that the Company should support. Such activities may include briefings at receptions or conferences - when the Company seeks to communicate its views on issues vital to its business interests - including, for example, conferences of a party political nature or of special interest groups in the energy sector. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's Annual Report.

Waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers - (Resolution 18)

On 5 September 2012, the Independent Shareholders approved a waiver by the Panel on Takeovers and Mergers of any obligation that might otherwise fall on Elysion Energy Holding B.V., Focus Investments Limited or Petroleum Resources Management N.V. to make a general offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of an increase in their shareholding as a result of the Company buying back shares in the market. This authority expires at the conclusion of the 2013 AGM. Accordingly, approval is being sought from the Independent Shareholders for a renewal of the waiver on the same terms as were approved by ordinary resolution on 5 September 2012.

Authority to purchase own shares - (Resolution 19)

This Resolution authorises the Company to make market purchases of its own Voting Ordinary Shares as permitted by the Articles. The authority limits the number of Voting Ordinary Shares that could be purchased to a maximum of 21,373,667 (representing approximately 10 per cent. of the aggregate issued voting ordinary share capital of the Company as at 14 March 2013) and sets minimum and maximum prices. This authority will expire at the conclusion of the AGM of the Company in 2014.

The Directors have no present intention of exercising the authority to purchase the Company's Voting Ordinary Shares, but will keep the matter under review. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and be in the best interests of shareholders generally.

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Genel Energy plc Notice of Annual General Meeting 2013

Explanatory notes to the Notice of Annual General Meeting continued

Any purchases of Voting Ordinary Shares would be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employees' share schemes.

As at 14 March 2013 there were options and awards outstanding (under the Company's employee share plans) over 2,479,170 Voting Ordinary Shares in the capital of the Company, which represent 1.16 per cent. of the aggregate issued voting ordinary share capital of the Company (excluding treasury shares) at that date. If the authority to purchase the Company's Voting Ordinary Shares was exercised in full, these options would represent 1.29 per cent. of the aggregate issued voting ordinary share capital of the Company (excluding treasury shares) as at 14 March 2013.

The authority shall expire (unless otherwise renewed, varied or revoked by the Company in a general meeting) at the end of the AGM of the Company in 2014 or 22 October 2014 (whichever is the earlier).

Notice of general meetings - (Resolution 20)

The Shareholders' Rights Regulations have increased the notice period required for general meetings of companies incorporated in the United Kingdom to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs will continue to be held on at least 21 clear days' notice.) The Articles permit the Company to call general meetings other than an AGM on 14 clear days' notice without obtaining such shareholder approval. The Company is not subject to the Shareholder Rights Regulations as it has been incorporated in Jersey; however, the Company intends to comply, to the extent practicable, with the notice provisions required by the Shareholders' Rights Regulations and has therefore decided to propose Resolution 20 to seek the approval of its members to continue to hold general meetings on

not less than 14 clear days' notice. It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the best interests of, and to the corporate benefit of, the Company. The Company also undertakes to meet the requirements for electronic voting specified in the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.