Genel Energy — AGM Information 2017

Apr 27, 2017

ATTENDANCE CARD - ANNUAL GENERAL MEETING

Genel Energy plc ('the Company')

Account Number:

Signature of person attending:

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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 J.P.Morgan, 60 Victoria Embankment, London, EC4Y OJP, UK on Tuesday, 6 June 2017 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 Form of Proxy 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 AGM to communicate with the Company for any purposes other than those expressly stated.

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IMPORTANT: In any case your instructions or Form of Proxy must be received by the Company's Registrars no later than 11.00am on Sunday, 4 June 2017.

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 Form of Proxy (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 Sunday, 4 June 2017. 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) (Jersey) Order 1999.

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 Ordinary Shares, insert your name at the top of the Form of Proxy form and fill in any voting instructions and sign and date the Form of Proxy, 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 box headed 'Proxy holder's name'. Then complete any voting instructions and sign and date the Form of Proxy.

4. 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.

5. The Form of Proxy 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(s) 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 of Proxy on your behalf. In the case of an agent of a member who is not a body corporate, the authority under which the Form of Proxy is signed (or a notarially certified copy of such authority) must be received by the Company by 11.00am on Sunday, 4 June 2017.

6. In the case of a corporation the Form of Proxy 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 Ordinary Shares which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.

7. Return of this Form of Proxy will not prevent a registered holder of Ordinary Shares from attending the meeting and voting in person.

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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 J.P.Morgan, 60 Victoria Embankment, London, EC4Y OJP, UK at 11.00am on Tuesday, 6 June 2017 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.

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RESOLUTIONS Please mark 'X' to indicate how you wish to vote (see note 8)

1. To receive the audited financial statements of the Company for the year ended 31 December 2016	For	Against	Vote withheld
2. To approve the Remuneration Policy for Directors	☐	☐	☐
3. To approve the Annual Report on Remuneration for the year ended 31 December 2016	☐	☐	☐
4. To re-elect Mr Murat Özgül as an Executive Director	☐	☐	☐
5. To elect Mr Ümit Tolga Bilgin as a Non-Executive Director	☐	☐	☐
6. To re-elect Mr Simon Lockett as a Non-Executive Director	☐	☐	☐
7. To re-elect Mr Mehmet Öğütçü as a Non-Executive Director	☐	☐	☐
8. To re-elect Mr George Rose as a Non-Executive Director	☐	☐	☐
9. To re-elect Mr Nathaniel Rothschild as a Non-Executive Director	☐	☐	☐
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10. To elect Mr Stephen Whyte as a Non-Executive Director	☐	☐	☐
11. To re-elect Mrs Gulsun Nazli Karamehmet Williams as a Non-Executive Director	☐	☐	☐
12. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors	☐	☐	☐
13. To authorise the Directors to set the Auditor's fees	☐	☐	☐
14. 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 AGM, on not less than 14 clear days' notice

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.

Date

Signature (see notes 9 and 10)

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ANNUAL GENERAL MEETING VENUE

Genel Energy plc

Notice of availability - IMPORTANT please read carefully.

You can now access the Annual Report for the financial year ended

31 December 2016 and Notice of AGM at www.genelenergy.com/investor-relations

DIRECTIONS

Taxi

If arriving by taxi, please note that the drop off point is 1 John Carpenter Street, a short walk from the Riverside Entrance.

Underground & Rail

The following underground stations are within short walking distance:

Blackfriars Station is located approximately 100 metres east and provides access from the District and Circle underground lines.

Temple Station is located approximately 600 metres west and provides access from the Circle and District underground lines.

St Paul's is also close by and provides access from central underground lines. Waterloo Station is located approximately 1.4 kilometres south west and provides access from the mainline rail services to London and the south east and west as well as Northern, Waterloo and City, Bakerloo and Jubilee underground lines.

City Thameslink is located approximately 400 metres north and provides access from Thameslink mainline services between Bedford and Brighton. Blackfriars Station provides access from Thameslink mainline services between Bedford and Brighton.

Genel Energy plc's AGM to be held at

J.P.Morgan

60 Victoria Embankment

London EC4Y 0JP

UK

Tuesday, 6 June 2017

at 11.00am.

1. 1 John Carpenter Street

(Taxi drop off point)

1. Riverside Entrance

(walking distance via public transport)