Genel Energy — AGM Information 2014

Mar 17, 2014

ATTENDANCE CARD – ANNUAL GENERAL MEETING Genel Energy plc (the Company)

FORM OF PROXY – ANNUAL GENERAL MEETING Genel Energy plc

Account Number:

This is one of multiple instructions given (tick box if yes)*

I/We, the undersigned, being (a) holder(s) of voting ordinary shares of 10p each in the Company, hereby appoint the Chairman of the Annual General Meeting (AGM) or

Account Number:

Signature of person attending

==> picture [123 x 36] intentionally omitted <==

Notes on completion of the form of proxy:

The following notes relate to the form of proxy for the Annual General Meeting (AGM) to be held at the Sofitel St James, 6 Waterloo Place, London, SW1Y 4AN UK on Tuesday, 22 April 2014 at 11.00am and at any adjournment thereof.

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.

1. A registered holder of voting ordinary shares of the Company may appoint one or more proxies (who need not be a member of the Company, but must attend the meeting in person to represent you) to exercise all or any of his rights to attend, speak and vote at a meeting of the Company provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A registered holder of voting ordinary shares may appoint a proxy or proxies by:

   1. You can appoint the Chairman of the meeting or anyone else to be your proxy at the meeting.

   2. If you wish to appoint the Chairman as sole proxy in respect of all of your voting ordinary shares, insert your name at the top of the proxy form and fill in any voting instructions and sign and date the proxy form, but leave all other proxy appointment details blank.

   3. If you wish to appoint someone else to be your proxy, cross out only the words “the Chairman of the Meeting” and insert the name of the person you wish to be your proxy in the space provided. Then complete any voting instructions and sign and date the proxy form.

• completing and returning the proxy form enclosed in this pack; or

• if you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted. You may only appoint a proxy using the procedures set out in these notes. You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated.

  8.  You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the notice of meeting and the explanatory notes. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution, in respect of your total holding, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. 
  

  • IMPORTANT: In any case your instructions or proxy form must be received by the Company’s registrars no later than 11.00 am on Sunday, 20 April 2014.

1. Should you wish to appoint more than one proxy, please photocopy this form. Please indicate the number of shares in relation to which each proxy is authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together. A proxy need not be a member of the Company but must attend the meeting to represent you. To be valid, the proxy form (together with any authority under which it is executed or a copy of the authority certified notarially) must be either (a) sent to the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service.

2. The form must be signed. In the case of joint registered holders, the signature of any one joint holder shall be sufficient. The vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorised representative, shall be accepted to the exclusion of the vote of the other joint holder in accordance with Article 49 of the articles of association of the Company. For this purpose seniority will be determined by the order in which the names appear in the Register of Members in respect of the relevant share. If necessary, someone else may sign the form on your behalf. In the case of an agent of a member who is not a body corporate, the authority under which the proxy form is signed (or a notarially certified copy of such authority) must be received by the Company by 11.00am on Sunday, 20 April 2014.

3. Please indicate in the box headed ‘Number of Shares’ the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. All forms must be signed and should be returned together in the same envelope.

4. 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 issuer’s agent (7RA01) by 11.00am on Sunday, 20 April 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’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

5. In the case of a corporation the proxy form should be executed under the corporation’s common seal and/or an agent or officer authorised for such purpose. Under the Companies (Jersey) Law 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.

6. Return of this form will not prevent a registered holder of voting ordinary shares from attending the meeting and voting in person.

Proxy holder’s name (see notes 1 and 4) Number of Shares (see notes 1 and 2)

as my/our proxy to vote on my/our behalf at the AGM of the Company, to be held at the Sofitel St James, 6 Waterloo Place, London, SW1Y 4AN UK on Tuesday, 22 April 2014 at 11.00am and at any adjournment thereof.

Please mark this box if signing on behalf of the member.

This Form of Proxy should not be used for any comments, change of address or other queries. In those cases, please send separate instructions.

RESOLUTIONS Please mark ‘ ✗ ‘ to indicate how you wish to vote (see note 5)

1. To receive the audited accounts of 17. To authorise the board to set the auditor’s fees the Company for the year ended 31 December 2013 18. To give the Company limited authority to

2. To approve the Remuneration Policy make political donations and expenditure for Directors 19. To approve the Restricted Share Plan and

3. To approve the Annual Report on authorise the Directors to adopt further plans based on the Restricted Share Plan

Remuneration for the year ended 31 December 2013 20. Independent Shareholders Resolution:

1. To re-elect Mr Rodney Chase as a To approve the waiver granted by the non-executive director Panel on Takeovers and Mergers of the obligation which may otherwise fall

2. To re-elect Dr Tony Hayward as an on Elysion Energy Holding B.V., Focus executive director Investments Limited or any person acting

3. To re-elect Mr Julian Metherell in concert with them or connected to an executive director them individually or collectively, to make

4. To re-elect Sir Graham Hearne a general offer pursuant to Rule 9 of the as a non-executive director City Code on Takeovers and Mergers

5. To re-elect Mr Jim Leng as a Special resolutions: non-executive director 21. To authorise the Company to purchase

6. To re-elect Mr Mehmet Ög˘ütçü its voting ordinary shares as a non-executive director 22. To permit the Company to hold

7. To re-elect Mr Mark Parris as a general meetings, other than an non-executive director annual general meeting, on not less

8. To re-elect Mr George Rose as a than 14 clear days’ notice non-executive director 23. To approve that articles 80 and 81

9. To re-elect Mr Nathaniel Rothschild (Directors’ Interests) be deleted in their as a non-executive director entirety and replaced with the new Articles 80 and 81 as set out in Schedule

10. To re-elect Mr Chakib Sbiti as a 1 to the Notice of Meeting to take effect

non-executive director from the end of the AGM

1. To re-elect Mrs Gulsun Nazli Karamehmet 24. To approve that articles 78(1), 82(2), 88(2)

Williams as a non-executive director and 89 (location of meetings) be deleted

1. To re-elect Mr Murat Yazici as a in their entirety and replaced with the new non-executive director Articles 78(1), 82(2), 88(2) and 89 as set

2. To re-appoint PricewaterhouseCoopers out in Schedule 1 to the Notice of Meeting LLP as the Company’s Auditors to take effect from the end of the AGM

The full text of the resolutions are set out in the Notice of Meeting.

Unless otherwise instructed, your proxy may vote as he/she thinks fit or abstain from voting on any other resolution (including any procedural resolution) put to the AGM or any adjournment thereof. Your proxy may also vote or abstain from voting as he or she thinks fit in connection with any other business that may properly come before the AGM.

This form of proxy should not be used for any comments, change of address or other queries. In those cases, please send separate instructions directly to our Registrars, Equniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Signature (see notes 8 and 9)

Date

ANNUAL GENERAL MEETING VENUE

Genel Energy plc

Genel Energy plc’s AGM to be held at the Sofitel St James, 6 Waterloo Place, London, SW1Y 4AN on Tuesday, 22 April 2014.

==> picture [371 x 341] intentionally omitted <==

----- Start of picture text ----- LeicesterSquarePiccadillyCircusTrafalgarSquareSofitelSt JamesSt JamesSquareSt James’sParkPall Mall A4The MallA4A4Regent StWhitehallA400----- End of picture text -----

==> picture [69 x 136] intentionally omitted <==

==> picture [193 x 7] intentionally omitted <==

----- Start of picture text ----- Please note that this map does not incorporate all of the street names.----- End of picture text -----