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HYDROCARBON DYNAMICS LIMITED AGM Information 2017

Apr 27, 2017

65041_rns_2017-04-27_00775ac9-e222-4f6c-8d4a-2e6ebb8b78fb.pdf

AGM Information

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INDAGO ENERGY LIMITED ABN 75 117 387 354 NOTICE OF ANNUAL GENERAL MEETING TIME: 11.00am (Melbourne time) DATE: Tuesday, 30 May 2017 PLACE: Baker McKenzie, Level 19, 181 William Street, Melbourne, Vic 3000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please contact the Company Secretary on +61 3 9642 0655.

1

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM) of the Shareholders of Indago Energy Limited (Indago or the Company) will be held at 11.00am (Melbourne time) on Tuesday 30 May 2017 at Baker McKenzie, Level 19, 181 William Street, Melbourne, VIC 3000.

The Explanatory Statement to this Notice of Meeting provides additional information on the matters to be considered at the AGM. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the financial year ended 31 December 2016.

Unless the Company’s Share Registry has been notified otherwise, Shareholders have not been sent a hard copy of the Annual Report. All Shareholders can view the Annual Report, which contains the Financial Report - for the year ended 31 December 2016, on the Company’s website (www.pryme energy.com); go to “Announcements and Reports” and then “Annual Reports”.

Following consideration of the Reports, the Chairman will give Shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to the conduct of the audit, the preparation and content of the Independent Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit. A list of written questions, if any, submitted by Shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.

B. ITEMS FOR APPROVAL

1. Election of Director - Mr Donald Beard

To consider, and if thought fit, to pass the following as an Ordinary Resolution:

"That Mr Donald Beard is elected as a director."

2. Increase in capacity to issue securities under Listing Rule 7.1A

To consider and, if thought fit, pass the following as a Special Resolution of the Company:

“That, pursuant to and in accordance with ASX Listing Rule 7.1A, and for all other purposes, the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum be approved.”

Resolution 2 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by shareholders entitled to vote on Resolution 2 must be in favour of the resolution.

3. Remuneration Report

To consider and, if thought fit, to pass the following as an Advisory Resolution of the Company:

“That, the Company’s Remuneration Report for the financial year ended 31 December 2016 (set out in the Directors’ Report) be adopted.”

The Remuneration Report is set out in the 2016 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only, and does not bind the Directors or the Company.

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VOTING RESTRICTIONS AND EXCLUSION STATEMENTS

Resolution 2

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 2 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed. At this point in time, there are no potential allottees to whom shares may be issued under this resolution.

However, the Company need not disregard a vote if:

  • a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

  • b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3

A vote on Resolution 3 must not be cast (in any capacity) by, or on behalf of, the following persons:

  • a member of the KMP whose remuneration details are included in the 2016 Remuneration Report; or

  • a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 3 as a proxy if the vote is not cast on behalf of a person described above and either:

  • the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

  • the vote is cast by the chair of the meeting and the appointment of the chair as proxy:

  • i. does not specify the way the proxy is to vote on the resolution; and

  • ii. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act 2001 .

Proxy Voting by Chairman

The Chairman of the Meeting will vote undirected proxies in favour of all items. The voting exclusions in Resolutions 2 and do not apply to the Chairman of the Meeting acting as proxy, if their appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if that item is connected directly or indirectly with the remuneration of a KMP of Indago Energy Limited.

By order of the Board

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Julie Edwards Company Secretary 24 April 2017

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with Reg 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm (Melbourne time) on 28 May 2017 will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting by Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

To be effective, the proxy must be received at the share registry of the Company no later than 10.00am (Melbourne time) on 28 May 2017, being 48 hours before the AGM. Proxies must be received before that time by one of the following methods. The Company reserves the right to declare invalid any proxy not received in this manner.

By post: Indago Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 By facsimile: In Australia (02) 9287 0309 From outside Australia +61 2 9287 0309 By delivery: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.00am (Melbourne time) on 28 May 2017, being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act 2001 (Cth). The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative.

Shareholder questions

If you wish to put a question to the Chairman of the Meeting or Auditor and you are not able to attend the AGM, please email your question to the Company Secretary at [email protected]. To allow time to collate questions and prepare answers, questions are to be received by the Company Secretary by 5:00pm (Melbourne time) 23 May 2017.

Questions submitted in writing to the Company Secretary will be put to the Chairman or Auditor at the Board’s discretion.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the AGM to be held at Baker McKenzie, Level 19, 181 William Street, Melbourne, Vic 3000 at 11.00am (Melbourne time) on Tuesday 30 May 2017.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions at the AGM.

RESOLUTION 1: ELECTION OF DIRECTOR – MR DONALD BEARD

Mr Donald Beard was appointed as an Independent Non-Executive Director of the Company on 12 January 2016. In accordance with clause 13.4 of the Company’s Constitution, Mr Beard retires and, being eligible, offers himself for election as a Director.

Mr Beard is a petroleum geologist and one of Australia’s most successful energy company executives. He has over 45 years’ experience in both the domestic and international oil and gas businesses, with 37 of those years holding senior management or Board positions. He has a First Class Honours Degree in Geology and Mineralogy and commenced his career at Union Oil Company of California, later becoming a VP of Exploration for the Diamond Shamrock Corporation. He then returned to Australia to become CEO and Managing Director of ASX listed Peko Oil (taken over by Santos), then was the Managing Director of Cultus Petroleum from 1990 – 1999 and more recently was Chairman of Molopo Energy from 2001-2011. At each of these ASX listed companies he was responsible for generating substantial shareholder value.

Mr Beard is the founder and a current Director of the private entity Aldena Pty Ltd.

The Directors, with Mr Beard abstaining, unanimously recommend that Shareholders vote in favour of this Resolution.

RESOLUTION 2: INCREASE IN CAPACITY TO ISSUE SECURITIES

ASX Listing Rule 7.1A enables small to mid-cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue (10% Placement Facility) by way of placements over a 12 month period (10% Placement Period) . This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM:

  • (a) has a market capitalisation of $300 million or less; and

  • (b) is not included in the S&P/ASX 300 Index.

The Company currently satisfies both the above criteria, and it is anticipated that it will also satisfy both these criteria at the date of the AGM.

Accordingly, Resolution 2 is seeking approval of ordinary shareholders by special resolution for issue of such number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine and on the terms described in this Explanatory Statement, which forms a part of the Notice of Meeting.

At the date of this Notice, the Company has on issue 130,738,214 fully paid ordinary shares. If Resolution 2 is approved, the Company will have the capacity to issue:

  • i) 19,610,732 equity securities under ASX Listing Rule 7.1; and ii) 13,073,821 equity securities under ASX Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

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The effect of Resolution 2 will be to allow the Directors to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The minimum price at which the equity securities will be issued will be no less than 75% of the volume weighted average market price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before:

  • (a) the date on which the price at which the securities are to be issued is agreed; or

  • (b) if the securities are not issued within 5 trading days of the date in paragraph (a), the date on which the securities are issued.

If Resolution 2 is approved by shareholders and the Company issues equity securities under the 10% Placement Facility, the existing ordinary shareholders face the risk of economic and voting dilution as a result of the issue of equity securities which are the subject of this resolution, to the extent that such equity securities are issued, including:

  • (a) the market price for the equity securities may be significantly lower on the issue date than on the date on which this approval is being sought; and

  • (b) the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date, or the equity securities may be issued as part consideration for the acquisition of a new asset,

which may have any effect on the amount of funds raised by the issue of the equity securities.

The following table gives examples of the potential dilution of existing ordinary shareholders on the basis of the closing market price as at 7 April 2017 of the Company’s ordinary shares and the current number of ordinary securities for Variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2.

The table also shows:

  • two examples where Variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require shareholder approval (for example, a pro rata entitlement issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future shareholders’ meeting; and

  • two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

No. of Shares on
Issue
(Variable A)
Dilution Dilution
Issue price
(per Share)
$0.055
50% decrease in
IssuePrice
$0.11
Issue Price
$0.22
100% increase in
IssuePrice
130,738,214
(Current)
10% voting
dilution
13,073,821 13,073,821 13,073,821
Funds raised $719,060 $1,438,120 $2,876,240
196,107,321
(50% increase)
10% voting
dilution
19,610,732 19,610,732 19,610,732
Funds raised $1,078,590 $2,157,180 $4,314,361
261,476,428
(100% increase)
10% voting
dilution
26,147,642 26,147,642 26,147,642
Funds raised $1,438,120 $2,876,240 $5,752,481

6

The table has been prepared on the following assumptions:

  • (i) Resolution 2 is approved.

  • (ii) The Company issues the maximum number of ordinary shares available under the 10% Placement Facility.

  • (iii) No Options or Management Options (including any options issued under the 10% Placement Facility) are exercised into ordinary shares before the date of the issue of the equity securities under ASX Listing Rule 7.1A.

  • (iv) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  • (v) The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Placement Facility, based on that shareholder’s holding at the date of the meeting.

  • (vi) The table shows only the effect of an issue of equity securities under ASX Listing Rule 7.1A, not under the Company’s 15% placement capacity available under ASX Listing Rule 7.1.

  • (vii) The issue of equity securities under the 10% Placement Facility consists only of Shares.

  • (viii) the issue price is $0.11 being the closing price of the shares on ASX on 7 April 2017.

If any of the ordinary shares being approved by this resolution are issued, they will be issued within 12 months of the date the AGM i.e. by 30 May 2018 and the approval being sought by this resolution will cease to be valid if ordinary shareholders approve a transaction under ASX Listing Rules 11.1.2 or 11.2 prior to 30 May 2018.

The Company may seek to issue the equity securities for the following purposes:

  • i) cash consideration. In such circumstances, the Company intends to use the funds raised towards working capital or acquisition of new assets or projects including expenses associated with such acquisition or identification, evaluation and, if warranted, the acquisition of working interests in new projects; the exploration cost of new projects; and the maintenance and, if warranted, further exploration of existing projects; and

  • ii) non-cash consideration for the acquisition of new assets and projects. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of any equity securities that may be issued (subject to shareholder approval of Resolution 2) have not been determined as at the date of this Notice, but may include existing shareholders as well as new shareholders who are not related parties or associates of the Company. Any potential allottees will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

  • i) the methods of raising funds that are available to the Company (including but not limited to, rights issue or other issues in which existing shareholders can participate), while balancing interest from potential allottees with the interests of existing shareholders;

  • ii) the effect of the issue of the equity securities on the control of the Company; allocation will be subject to takeover thresholds;

  • iii) the financial situation and solvency of the Company and its projected need for working capital at any given time; and

  • iv) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new assets or projects, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or projects.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon the issue of any equity securities.

The Company has previously obtained shareholder approval under ASX Listing Rule 7.1A at its 2015 Annual General Meeting held on 18 May 2016.

In the twelve months preceding the date of the 2017 AGM, the Company has issued a total of 30,000,000 equity securities, which represent 6.87% of the total number of equity securities on issue at the commencement of that 12 month period (being 18 May 2016).

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Details of the issue of the above equity securities as required by ASX Listing Rule 7.3A.6(b) are as follows:

Issue– 6 April 2017
Number of equity securities issued: 30,000,000 Ordinary Shares
33,200,000 unlisted options
30,000,000 Performance Rights (Tranche 1)
50,000,000 Performance Rights (Tranche 2)
Class: Fully Paid Ordinary shares.
Unlisted options exercisable at $0.25, expiring 12
months from allotment.
Performance Rights (Tranche 1) entitles holders to
subscribe for 1 ordinary share for each right at a nil
issue price subject to EBITA target for 12 months
ending 31 March 2018 being satisfied.
Performance Rights (Tranche 2) Entitles holders to
subscribe for 1 ordinary share for each right at a nil
issue price subject to EBITA target for 12 months
ending 31 March 2019 being satisfied.
Persons to whom securities were issued and
basis for issue:
HCDI Holding Limited Shareholders
Price at issue:
Discount to market price:
Nil financial consideration
N/A
Total cash consideration:
Amount of cash spent:
Spent on:
Intended use for remaining cash:
Nil
N/A
N/A
N/A
Non-cash consideration:
Current value of non-cash consideration:
Consideration for the acquisition of the HCDI Holding
Limited.
$ 3,300,000.00

8

Issue– 1 June 2016
Number of equity securities issued: 5,000,000
Class: Unlisted options vesting 12 months from issue,
exercisable at $0.10, expiring 1 April 2019.
Persons to whom securities were issued and
basis for issue:
Issued to Stephen Mitchell, Donald Beard and Ray
Shorrocks as an incentive attaching to their directorship
Price at issue:
Discount to market price:
Nil financial consideration
N/A
Total cash consideration:
Amount of cash spent:
Spent on:
Intended use for remaining cash:
Nil
N/A
N/A
N/A
Non-cash consideration:
Current value of non-cash consideration:
N/A
N/A

A Voting Exclusion Statement is set out in the Notice of Meeting.

At the date of the Notice, the proposed allottees of any securities which may be issued in accordance with this resolution are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the securities which may be issued in accordance with this resolution), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

Resolution 2 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by shareholders entitled to vote on Resolution 2 must be in favour of the resolution.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

RESOLUTION 3: REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires that the section of the Directors' Report dealing with the remuneration of director and key management personnel (Remuneration Report) be put to the vote of shareholders for adoption by way of a non-binding vote.

The Remuneration Report details the remuneration policy for the Company and:

  • reports the remuneration arrangements for Company Executives and Non-Executive Directors (Indago Personnel);

  • explains Board policies in relation to the nature and value of remuneration paid to Indago Personnel; and

  • discusses the relationship between the policy and Company performance.

The Remuneration Report is available within the Directors’ Report in the Company’s 2016 Annual Report (which has been made available on the Indago website, under “Announcements and Reports” and then “Annual Reports”). The Chairman will give Shareholders a reasonable opportunity to ask questions about or make comments on the Report.

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Resolution 3 is an advisory resolution only (as stipulated by Section 250R(3) of the Corporations Act) and does not bind the Directors or the Company.

A voting exclusion statement is set out in the Notice of Meeting.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

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LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au

ABN 75 117 387 354

BY MAIL  Indago Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Indago Energy Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (Melbourne time) on Tuesday, 30 May 2017 at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne, Vic 3000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

  • 1 Election of Director - Mr Donald Beard

  • 2 Increase in capacity to issue securities under Listing Rule 7.1

  • 3 Remuneration Report

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For Against Abstain
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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

INK PRX1702C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Melbourne time) on Sunday, 28 May 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL

Indago Energy Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

  • +61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

  • During business hours (Monday to Friday, 9:00am–5:00pm)

To appoint a second proxy you must:

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

  • (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.