Genel Energy — AGM Information 2016

Mar 16, 2016

ATTENDANCE CARD - ANNUAL GENERAL MEETING Genel Energy plc (the Company) 5 Genel Energy

Account Number:

Signature of person attending:

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 Linklaters LLP, One Silk Street, London, EC2Y 8HQ, UK on Wednesday, 27 April 2016 at 11.00am and at any adjournment thereof.

1. A registered holder of 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 ordinary shares may appoint a proxy or proxies by:

• 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.

IMPORTANT: In any case your instructions or proxy form must be received by the Company's registrars no later than 11.00am on Monday, 25 April 2016.

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. 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.
3. 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 Monday, 25 April 2016. 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 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) Llersey) Order 1999. 5. You can appoint the Chairman of the meeting or anyone else to be your proxy at the meeting. 6. If you wish to appoint the Chairman as sole proxy in respect of all of your 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. 7. 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. 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. 9. 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 Monday, 25 April 2016. 10. 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 Llersey) Law 1991, a body corporate may only appoint one corporate representative. A holder of ordinary shares which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements. 11. Return of this form will not prevent a registered holder of ordinary shares from attending the meeting and voting in person.

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 ordinary shares of 10 pence each in the Company, hereby appoint the Chairman of the Annual General Meeting (AGM) or Proxy holder's name (see notes 1 and 4)

Number of Shares (see notes 2 and 3)

as my/our proxy to vote on my/our behalf at the AGM of the Company, to be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ, UK at 11.00am on Wednesday, 27 April 2016 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 'X' to indicate how you wish to vote (see note 8)

| 1. To receive the audited accounts of the Company for the year ended 31 December 2015 | ☐ ☐ ☐ | For Against Voter- Withered | | --- | --- | --- | | 2. To approve the annual report on remuneration for the year ended 31 December 2015 | ☐ ☐ ☐ | | | 3. To re-elect Dr Tony Hayward as a Non-Executive Director | ☐ ☐ ☐ | | | 4. To elect Mr Murat Özgül as an Executive Director | ☐ ☐ ☐ | | | 5. To elect Mr Simon Lockett as a Non-Executive Director | ☐ ☐ ☐ | | | 6. To re-elect Mr Mehmet Öğütçü as a Non-Executive Director | ☐ ☐ ☐ | | | 7. To re-elect Mr George Rose as a Non-Executive Director | ☐ ☐ ☐ | | | 8. To re-elect Mr Nathaniel Rothschild as a Non-Executive Director | ☐ ☐ ☐ | | | 9. To re-elect Mr Chaikb Sbiti as a Non-Executive Director | ☐ ☐ ☐ | | | 10. To re-elect Mrs Guisun Nazli Karamehmet Williams as a Non-Executive Director | ☐ ☐ ☐ | |

1. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors
2. To authorise the Board to set the Auditor's fees
3. To give the Company limited authority to make political donations and expenditure

Special resolutions:

1. To authorise the Company to purchase its ordinary shares
2. To permit the Company to hold general meetings, other than an annual general meeting, on not less than 14 clear days' notice

| For Against Voter-

Withered

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, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Signature (see notes 9 and 10)

Date

---

1

Freepost RTHJ-CLLL-KBKU

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8LU

ANNUAL GENERAL MEETING VENUE

Genel Energy plc

Genel Energy plc's AGM to be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ, UK on Wednesday, 27 April 2016 at 11.00am.