Genel Energy — Proxy Solicitation & Information Statement 2011

Nov 3, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000, as amended, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you sell or otherwise transfer or have sold or otherwise transferred all of your shares in Vallares, you should immediately forward this document and the accompanying documents (including the Form of Proxy) to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents should not be forwarded or transmitted (in whole or in part) in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or otherwise transfer or you have sold or otherwise transferred only part of your holding of shares in Vallares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

VALLARES PLC

(incorporated in Jersey with registration number 107897)

Proposed change of name to

Genel Energy plc Notice of General Meeting

Shareholders should read the whole of this document. Capitalised terms in this document have the meanings ascribed to them in the section of this document headed “Definitions”. References to times are to London time unless otherwise stated.

Your attention is drawn to the letter from the Chairman of Vallares set out in this document, which contains the unanimous recommendation of the directors of Vallares that you vote in favour of the resolution to be proposed at the General Meeting.

A meeting to consider the proposed change of name of the Company will be held at 11.00 a.m. on 18 November 2011. Notice of the General Meeting, which will be held at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands, is set out at the end of this document.

The action to be taken by Shareholders in respect of the General Meeting is set out under the heading “Action to be taken” of the letter from the Chairman of Vallares. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting in person, please complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and return it to the agent of Vallares’ Registrars, Capita Registrars Limited, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, United Kingdom, as soon as possible and, in any event, so as to be received by 11.00 a.m. on 16 November 2011. Forms of Proxy returned by fax will not be accepted.

Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the General Meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

If you have any questions about this document, the General Meeting or the resolution to be proposed at the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please call the Shareholder helpline between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0871 664 0300 (from within the UK) or +44 20 8639 3399 (from outside the UK). Calls will be charged at 10 pence per minute from a British Telecommunications landline. Calls to the Shareholder helpline from outside the UK will be charged at international rates. Other telephone provider costs may vary. Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the proposed change of name.

EXPECTED TIMETABLE OF EVENTS

11.00 a.m. on 16 November 2011 11.00 a.m. on 18 November 2011 8.00 a.m. on 21 November 2011

Latest time for receipt by Vallares’ Registrars of Form of Proxy from Shareholders General Meeting Completion of the Acquisition Admission Change of name to Genel Energy plc effective

Unless otherwise stated, all references to times in this document are to London time. The times and dates given are based on the Directors’ current expectations and may be subject to change.

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LETTER FROM THE CHAIRMAN

Registered Office: 12 Castle Street St Helier Jersey JE2 3RT Channel Islands

2 November 2011

To the holders of ordinary shares in the capital of Vallares

Dear Shareholder,

Recommended proposal to change the name of Vallares PLC to Genel Energy plc

1. Background to the proposed change of name

On 7 September 2011, Vallares, Genel Energy Holding B.V., Focus Investments Limited and Petroleum Resources Management N.V. entered into the Merger Agreement pursuant to which Vallares agreed to purchase all of the issued share capital of Genel Energy.

Under the terms of the Merger Agreement, Vallares undertook to use reasonable endeavours to change its name to Genel Energy plc. This reflects the fact that, following completion of the Acquisition, the Company’s operating business will be that of Genel Energy and its subsidiaries, and accordingly the proposed new name will better reflect the Company’s business and brand.

The purpose of this document is to explain the proposed change of name, and to convene the General Meeting at which a resolution to effect the change of name will be proposed. If the resolution is passed, the change of name will only become effective subject to and conditional upon Admission, which is when Completion will occur. Completion is expected to occur at 8.00 a.m. on 21 November 2011.

2. Action to be taken

A notice convening the General Meeting at 11.00 a.m. on 18 November 2011 at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands, for the purpose of seeking Shareholders’ approval of the proposed change of name is set out at the end of this document.

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed upon it and return it as soon as possible and, in any event, so as to be received by Capita Registrars Limited no later than 11.00 a.m. on 16 November 2011.

Submission of a Form of Proxy will not prevent you from attending and voting in person if you wish to do so (and are so entitled).

3. Recommendation

The Board considers the proposed change of name of Vallares PLC to Genel Energy plc to be in the best interests of Vallares and Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the resolution to be proposed at the General Meeting.

The Directors intend to vote in respect of their own beneficial holdings of Vallares Shares in favour of the resolution at the General Meeting.

The Directors urge you to complete, sign and return the enclosed Form of Proxy as soon as possible and, in any event, by no later than 11.00 a.m. on 16 November 2011.

Yours faithfully

==> picture [171 x 58] intentionally omitted <==

Rodney Chase Chairman

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

• “Acquisition”

means the acquisition of the entire issued share capital of Genel Energy in accordance with the terms of the Merger Agreement;

“Admission” means admission of the new voting ordinary shares of £0.10 each in the capital of the Company to be issued in connection with the Acquisition to the standard listing segment of the Official List of the UK Financial Services Authority and to trading on London Stock Exchange plc’s main market for listed securities becoming effective;

“Company” or “Vallares” means Vallares PLC, a company incorporated with limited liability in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 107897;

• “Completion” means completion of the Acquisition, which is expected to occur immediately upon Admission becoming effective;

• “CREST” means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;

• “Directors” or “Board” means the directors of the Company from time to time;

• “Euroclear” means Euroclear UK & Ireland Limited;

• “Form of Proxy” means the form of proxy sent to Shareholders for use in connection with the General Meeting, which accompanies this document;

• “Genel Energy” means Genel Energy International Ltd;

• “General Meeting” means the general meeting of Vallares, notice of which is set out at the end of this document, to be held at 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands at 11.00 a.m. on 18 November 2011;

• “Merger Agreement” means the agreement entered into on 7 September 2011 by Vallares, Genel Energy Holding B.V., Focus Investments Limited and Petroleum Resources Management N.V. pursuant to which Vallares agreed to purchase all of the issued share capital of Genel Energy (as amended by a deed of amendment dated 29 October 2011);

• “Registrars” means Capita Registrars (Jersey) Limited;

• “Shareholders” means the holders of Vallares Shares; and

• “Vallares Shares” means ordinary shares of £0.10 each in the share capital of Vallares.

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VALLARES PLC (REGISTERED IN JERSEY REGISTERED NO: 107897)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Vallares PLC (“Vallares” or the “Company”) will be held at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands at 11.00 a.m. on 18 November 2011 for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

THAT, subject to and conditional upon admission of the new voting ordinary shares of £0.10 to be issued by the Company in connection with the acquisition by the Company of the entire issued share capital of Genel Energy International Ltd. to the standard listing segment of the Official List maintained by the UK Financial Services Authority and to trading on London Stock Exchange plc’s main market for listed securities becoming effective, the name of the Company be changed to Genel Energy plc.

By Order of the Board Capita Secretaries Limited Company Secretary

Registered Office:

12 Castle Street St Helier Jersey JE2 3RT Channel Islands

Notes:

1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not also be a member of the Company. If more than one valid proxy form is delivered to the Company in respect of the same shares for use at the meeting, the form executed last will be treated as the only valid appointment. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in the “Notes for CREST members” below) will not prevent a member attending the meeting and voting in person if he wishes to do so.

2. A pre-paid Form of Proxy is enclosed, which members are invited to complete and return. To be valid the Form of Proxy (together with any power of attorney or authority, if any, under which it is signed or a notarially certified copy of such authority) must be received by the agent of Vallares’ Registrars, Capita Registrars Limited, by hand (during normal business hours only) or by post at PXS, 34 Beckenham Road, Beckenham, BR3 4TU, not later than 11.00 a.m. on 16 November 2011 (or 48 hours preceding the date and time for any adjourned meeting).

3. The Company, pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those members registered in the register of members of the Company as at 6.00 p.m. on 16 November 2011 (or in the case of adjournment, as at 6.00 p.m. on the date two days preceding the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after such time will be disregarded in determining the right of any person to attend and/or vote at the meeting.

4. A person to whom this notice is sent who is a person nominated to enjoy information rights pursuant to the Articles of Association of the Company (a ‘Nominated Person’) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. 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 member as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in paragraphs 1 to 3 above and the ‘Note to CREST Members’ below do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

5. Under the Companies (Jersey) Law 1991, a body corporate may only appoint one corporate representative. A member which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.

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1. As at 1 November 2011 (being the last practicable date prior to the publication of the document of which this notice forms part), the Company’s issued share capital consisted of 130,632,522 ordinary shares of £0.10 each. The Company holds no shares in treasury.

2. In the case of joint members, 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.

3. The “Vote Withheld” option is provided to enable you to abstain on the resolution. However, it should be noted that a “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the resolution.

4. If you have any questions about this document, the meeting or the proposed resolution or are in any doubt as to how to complete the Form of Proxy, please call the Shareholder helpline between 9.00 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0871 664 0300 (from within the UK) or +44 20 8639 3399 (from outside the UK). Calls will be charged at 10 pence per minute from a BT landline. Calls to the Shareholder helpline from outside the UK will be charged at international rates. Other telephone provider costs may vary. Please note that calls may be monitored or recorded and the helpline cannot provide financial advice or advice on the merits of the proposed change of name.

5. Except as expressly provided above, members who wish to communicate with the Company in relation to the matters set out in this notice should do so in writing to the agent of Vallares’ Registrars, Capita Registrars Limited, at PXS, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU or by phone on 0871 664 0300 (from within the UK) or +44 20 8639 3399 (from outside the UK). Calls will be charged at 10 pence per minute from a BT landline. Calls to the Shareholder helpline from outside the UK will be charged at international rates. Other telephone provider costs may vary.

6. You may not use any electronic address provided in either this notice of meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

7. All members and their proxies will have the opportunity to ask questions at the meeting. When invited by the Chairman, if you wish to ask a question, please wait for a Company representative to bring you a microphone. It would be helpful if you could state your name before you ask your question. Questions may not be answered at the meeting if they are deemed not to be in the interests of the Company, would involve the disclosure of confidential information, or would not be to the good order of the meeting. The Chairman may also nominate a Company representative to answer a specific question after the meeting or refer the response to the Company’s website.

NOTE FOR CREST MEMBERS

Electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST manual which can be viewed at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the agent of Vallares’ Registrars, Capita Registrars Limited (ID RA10) by 11.00 a.m. on 16 November 2011 (or 48 hours preceding the date and time for any adjourned meeting). 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 Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

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sterling 153203