VINTAGE ENERGY LTD - AGM Information 2021

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ABN 56 609 200 580

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

TIME 11:00 am (ACDT)

DATE 29 November 2021 Place As a virtual meeting

This is an important document. Please read it carefully. If there is any matter that you do not understand, you should contact your financial adviser, stockbroker, or solicitor.

Notice is given that an Annual General Meeting of Members of Vintage Energy Limited (ABN 56 609 200 580) will be held virtually on an online platform commencing at: 11:00am (ACDT) 29 November 2021. To attend the meeting please pre-register via the Automic online platform at: https://us02web.zoom.us/webinar/register/WN_4rUPPsmZQzOq7HGyjk6-Lw Details of how to participate in the virtual meeting are set out in the Online Shareholders’ Meeting Guide attached to this Notice of Meeting.

Important notice – changes to meeting procedure due to COVID-19

The Board advises that due to the current restrictions on public gatherings in relation to COVID-19, the Company is not able to allow shareholders to attend the Company's Annual General Meeting (“AGM”) in person. The AGM will be a virtual AGM, conducted online, in a manner that is consistent with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021.

To attend the meeting, shareholders will need to register via:

https://us02web.zoom.us/webinar/register/WN_4rUPPsmZQzOq7HGyjk6-Lw

Details on how to register and participate in the webcast are set out in the Virtual Meeting Registration and Voting Guide attached to this Notice of Meeting.

The Company is following the health advice of the Australian Government and has taken these steps in the interests of the health and safety of its shareholders, employees, and the broader community.

The Company appreciates the understanding of its shareholders as it navigates this difficult situation.

Voting on resolutions

Shareholders are advised that all resolutions will be decided on a poll. Please note that you are strongly encouraged to lodge proxy votes for the AGM.

Shareholders who participate in the live webcast may vote on each resolution in real time during the AGM. Details on how to vote during the webcast are set out in the Virtual Meeting Registration and Voting Guide attached to this Notice of Meeting. Shareholders with multiple holdings will either need to log in under each Securityholder Reference Number (“SRN”) or Holder Identification Number (“HIN”) to vote live in the AGM or cast their vote on other holdings ahead of the AGM via proxy vote.

Proxy votes must be received by 11:00am (ACDT) on 27 November 2021. Instructions on how to lodge proxy votes (which include the ability to lodge proxies electronically) are set out in this Notice of Meeting.

Participation in the meeting

The company is pleased to provide shareholders with the opportunity to attend and participate in the virtual meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, ask questions and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the meeting to avoid any delays on the day of the meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their SRN or HIN holder number to create an account with Automic.

Shareholders are encouraged to submit any questions they may have of the Company in writing to the Company Secretary at [email protected] by 5:00pm (ACDT) on 26 November 2021. The Company will also provide Shareholders with the opportunity to ask questions during the meeting. Details on how to ask questions during the webcast are set out in the Virtual Meeting Registration and Voting Guide attached to this Notice of Meeting.

Vintage Energy Ltd | Notice of General Meeting

To access the virtual meeting on the day:

Open your internet browser and go to investor.automic.com.au
Existing users can sign in with their username and password, or if you need to create an account, click on “register” and follow the prompts. Shareholders who do not yet hold an Automic account are encouraged to create one prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.
After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “register” when this appears. Alternatively, click on “meetings” on the left-hand menu bar to access registration.
Click on “register” and follow the steps
Click on the link to join the webcast where you can view and listen to the virtual meeting.

Note that the webcast will open in a separate window. Shareholders will be able to vote (see the “voting virtually at the meeting” section of this Notice of below) and ask questions at the virtual meeting.

Vintage Energy Ltd | Notice of General Meeting

Agenda

Annual report

To receive and consider the annual financial report, Directors’ report and auditor’s report for the Company for the year ended 30 June 2021.

Resolution 1 Adoption of the remuneration report

Note: The vote on this resolution is advisory only, in accordance with section 250R (3) of the Corporations Act 2001.

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non-binding resolution in accordance with section 250R (2) of the Corporations Act 2001 (“Corporations Act”):

“That, for the purposes of section 250R (2) of the Corporations Act, the remuneration report in the 2021 annual report of the Company be adopted.”

Voting exclusion : In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast in favour of the resolution by or on behalf of any of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or
(b) a closely related party of such a member.

However, the above prohibition does not apply if:

(a) the proxy is chairing the meeting; and
(b) the appointment 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 key management personnel for the Company.

Resolution 2 Re-election of Director Mr Reg Nelson

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That Mr Reg Nelson who retires in accordance with rule 60.1 of the Company’s Constitution and Listing Rule 14.4 and being eligible offers himself for re-election, be re-elected as a Director.”

Resolution 3 Approval of issue of performance rights to Managing Director Neil Gibbins

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution.

“That, for the purposes of the Corporations Act and, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Neil Gibbins or his nominees up to 5,765,700 performance rights on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting exclusion : In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by Mr Neil Gibbins and any associates of Mr Neil Gibbins.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Vintage Energy Ltd | Notice of General Meeting

Restriction on proxy voting by key management personnel or closely related parties : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this resolution if:

(a) the proxy is either:
(i) a member of key management personnel; or
(ii) a closely related party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

(a) the proxy is chairing the meeting; and
(b) the appointment 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 key management personnel for the Company.

Finally, for the purposes of Part 2D.2 the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) in any capacity by or on behalf of the Managing Director (Neil Gibbins) or an associate of the Managing Director. However, the Managing Director or an associate of the Managing Director may vote as proxy, if the vote is cast by a person appointed by writing that specifies how the proxy is to vote on the resolution and is not cast on behalf of the Managing Director or an associate of the Managing Director.

Resolution 4 Refresh of the Employee Incentive Plan

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.2 (Exception 13 (b)) and for all other purposes, shareholders approve any issue of securities under the Employee Incentive Plan known as “Vintage Energy Limited Employee Incentive Plan”, The rules of which are set out in the Explanatory Memorandum, as an exception to Listing Rule 7.1.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of any person who is eligible to participate in the Employee Incentive Plan, or an associate of that person or persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Restriction on proxy voting by key management personnel or closely related parties: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this resolution if:

(a) the proxy is either:
(i) a member of key management personnel; or
(ii) a closely related party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this resolution.

Vintage Energy Ltd | Notice of General Meeting

However, the above prohibition does not apply if:

(a) the proxy is the person chairing the meeting; and
(b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Resolution 5 Approval of issue of options to non-executive Director Reg Nelson

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act and for all other purposes, the issue to Mr. Reg Nelson, or his nominees, for nil consideration of 2,000,000 options to acquire fully paid shares in the capital of the Company, at an exercise price that is equal to 135% of the VWAP of shares for the 7 Trading Days prior to the AGM, expiring on 29 November 2024 and on the terms and conditions outlined in the Explanatory Statement and in Annexure C is hereby approved.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Mr. Reg Nelson or any associate of Mr. Reg Nelson.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 Approval of issue of options to non-executive Director Ian Howarth

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act and for all other purposes, the issue to Mr. Ian Howarth, or his nominees, for nil consideration of 2,000,000 options to acquire fully paid shares in the capital of the Company, at an exercise price that is equal to 135% of the VWAP of shares for the 7 Trading Days prior to the AGM, expiring on 29 November 2024 and on the terms and conditions outlined in the Explanatory Statement and in Annexure C is hereby approved.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Mr. Ian Howarth or any associate of Mr. Ian Howarth.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

Vintage Energy Ltd | Notice of General Meeting

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7 Approval of issue of options to non-executive Director Nick Smart

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act and for all other purposes, the issue to Mr. Nick Smart, or his nominees, for nil consideration of 2,000,000 options to acquire fully paid shares in the capital of the Company, at an exercise price that is equal to 135% of the VWAP of shares for the 7 Trading Days prior to the AGM, expiring on 29 November 2024 and on the terms and conditions outlined in the Explanatory Statement and in Annexure C is hereby approved.”

Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Mr. Nick Smart or any associate of Mr. Nick Smart.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8 Approval of additional 10 percent placement facility

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1.A.2 over a 12 month period on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in the proposed issue and a person who might obtain a material benefit as a result of that issue, except a benefit solely in the capacity of a holder of shares, if this resolution is passed and any associates of such a person.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Vintage Energy Ltd | Notice of General Meeting

Resolution 9 Amendments to the Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

"That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be amended in the manner set out in the accompanying Explanatory Memorandum, with effect from the close of the meeting."

Resolution 10 Renewal of proportional takeover approval provisions

To consider and, if thought fit, pass the following resolution as a special resolution:

“That Section 26 of the Company’s Constitution setting out the existing proportional takeover provisions be renewed for a period of three years commencing on the day the resolution is passed."

BY ORDER OF THE BOARD

Simon Gray Company Secretary 26 October 2021

Vintage Energy Ltd | Notice of General Meeting

Notes

How to vote

Please note that you are strongly encouraged to lodge proxy votes for the AGM. The AGM will commence at 11.00 am ACDT.

Shareholders who wish to vote virtually on the day of the meeting can do so through the online meeting platform powered by Automic. Once the chair of the meeting has declared the poll open for voting, click on "refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the ‘Registration and Voting Guide’ at - https://www.automicgroup.com.au/virtual agms/

Voting by proxy

To vote by proxy, please complete and sign the proxy form enclosed with this notice as soon as possible so that it is received no later than 11:00 am (ACDT) on 27 November 2021 and either:

return the proxy form by post to Automic Group, GPO Box 5193, Sydney NSW 2001; or
deliver the proxy form by hand to Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000; or
email the proxy form to [email protected]; or
follow the Online Proxy Lodgement Guide attached to this Notice of Meeting

Your Proxy instruction must be received not later than 48 hours before the commencement of the meeting. Proxy forms received later than this time will be invalid.

Given the current climate around the global COVID-19 pandemic, the Directors strongly encourage all shareholders to lodge directed proxy forms prior to the meeting.

Determination of who is entitled to vote

In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date and time to determine the identity of those shareholders entitled to attend and vote at the meeting. The time is 6:30pm (ACDT) on 26 November 2021.

Auditors

A representative of the Company’s auditors will be present to answer any questions on the accounts. Questions to the auditors in writing may be forwarded to reach the Company no later than 11:00am (ACDT) on 26 November 2021.

Annual report

In accordance with amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s annual report to shareholders unless a shareholder has specifically elected to receive a printed copy. Shareholders who do not receive a printed copy of the Company’s annual report may view the report on its website at www.vintageenergy.com.au

Your proxy form is enclosed.

Vintage Energy Ltd | Notice of General Meeting

Explanatory Statement

This Explanatory Statement is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the Notice of Annual General Meeting. The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

Resolution 1

Adoption of the remuneration report

The remuneration report is in the Directors' report section of the Company’s annual report.

By way of summary, the remuneration report:

(a) explains the Company’s remuneration policy and the process for determining the remuneration of its Directors and key management personnel;
(b) addresses the relationship between the Company’s remuneration policy and the Company’s performance; and
(c) sets out remuneration details for each Director and each of the Company’s key management personnel named in the remuneration report for the financial year ended 30 June 2021.

The Directors recommend that shareholders vote in favour of resolution 1.

Section 250R (2) of the Corporations Act requires companies to put a resolution to their members that the remuneration report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the AGM when reviewing the Company’s remuneration policies.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all the Directors (other than the Managing Director) must go up for re-election.

The chair will give shareholders a reasonable opportunity to ask questions about or to make comments on the remuneration report at the AGM.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on resolution 1 (remuneration report) by marking either "for", "against" or "abstain" on the Proxy Form for resolution 1.

If you appoint a member of the key management personnel whose remuneration details are included in the remuneration report (who is not the chair) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this resolution 1.

The chair intends to vote all undirected proxies in favour of resolution 1. If the chair of the meeting is appointed as your proxy and you have not specified the way the chair is to vote on resolution 1, by signing and returning the proxy form you are giving express authorisation for the chair to vote the proxy in accordance with the chair's intention.

Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The remuneration report identifies the Company’s key management personnel for the financial year to 30 June 2021. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

Resolution 2 Re-election of Director Reg Nelson

Rule 60.1 of the Constitution requires that at each AGM, one-third of Directors for the time being (rounded down to the nearest whole number) shall retire from office. Additionally, Listing Rule 14.4 provides that a Director must retire from office no later than the longer of the third AGM of the Company or 3 years following that Director's last election or appointment. The retirement rules do not apply to the Managing Director.

Mr Nelson was reappointed a Director of Vintage Energy Limited in November 2018. He retires by rotation in accordance with the Constitution and being eligible offers himself for re-election as a Director.

Details of the qualification and experience of Mr Nelson are set out in the 2021 annual report for the Company.

Directors’ recommendation

The Directors (other than Mr Nelson, who makes no recommendation) unanimously recommend that you vote in favour of this resolution.

Vintage Energy Ltd | Notice of General Meeting

Resolution 3 Approval of issue of performance rights to Managing Director Neil Gibbins

(a) Purpose of resolution

Resolution 4 seeks shareholder approval so that the Company may issue performance rights as an incentive to Neil Gibbins (Managing Director) under the Employee Incentive Plan (which is the subject of resolution 3). The final number of shares (if any) granted on conversion of the performance rights is dependent on meeting certain performance conditions as detailed in Annexure B.

Shareholder approval is required under Listing Rule 10.14 to issue the performance rights to Neil Gibbins as a Director. The Company may not issue securities (including shares, options over unissued shares and other convertible securities) to Directors and various other parties without Shareholder approval. Shareholder approval is also sought for the purposes of the Corporations Act, to the extent that the issue of performance rights and/or shares in some circumstances might be considered to be a retirement benefit for the purposes of Part 2D.2 of the Corporations Act.

The following information is provided to shareholders in relation to resolution 4:

The Director or other relevant party to whom the proposed resolutions would permit the financial benefit to be given
The Director or other relevant party is Neil Gibbins or his nominees.
The nature of the financial benefit
The proposed financial benefit to be given to Neil Gibbins or his nominees is the issue of up to 5,765,700 performance rights
The terms of the performance rights are set out in Annexure B.
Directors’ recommendation and basis of financial benefit

The Board currently consists of Reg Nelson (Chairman), Neil Gibbins (Managing Director), Nick Smart (nonexecutive Director) and Ian Howarth (non-executive Director).

By resolution 4, the Company is proposing to issue performance rights to Neil Gibbins being 1 of the 4 Directors and the only executive Director.

The issue of the performance rights is in accordance with the contract for Neil Gibbins’s engagement as Managing Director. The purpose of the issue of the performance rights is to form part of an appropriate remuneration package for Neil Gibbins as Managing Director and provide an incentive for ongoing commitment and service to the Company.

The number of performance rights to be issued to Neil Gibbins and their terms were determined by the other three Directors, independently of Neil Gibbins. The performance rights will be issued under the Employee Incentive Plan. The Board considers the number of the performance rights and their classes and terms are appropriate considering Neil Gibbins’s skill and experience and his cash remuneration as detailed below.

Under the Company’s current circumstances, the Directors consider that the incentive of the issue of the performance rights is a cost effective and efficient reward and incentive, as opposed to alternative forms of incentive, such as the payment of cash compensation.

The full terms of the performance rights are set out in Annexure B.

The independent Directors (being the Directors other than Neil Gibbins who makes no recommendation) recommend that shareholders vote in favour of this resolution.

Neil Gibbins abstains from making a recommendation to shareholders on resolution 4 as he has a material personal interest in the outcome as the recipient of the performance rights.

(b) Dilution

The passing of the resolution would have the effect of granting Neil Gibbins (or his nominee) a total of 5,765,700 performance rights.

If any of the performance rights vest on satisfying the relevant performance condition and are converted into shares, the effect would be to dilute the shareholding of the existing shareholders. If all the 5,765,700 performance rights vest and are converted into shares, the effect would be to dilute the shareholding of the existing shareholders by approximately 1% (based on the total current number of issued shares, which is 605,305,846 shares).

Vintage Energy Ltd | Notice of General Meeting

The actual dilution will depend on the extent of further equity raised by the Company (if any) and whether the performance conditions occur.

(c) Remuneration of the Directors

The current remuneration package received by Neil Gibbins as Managing Director is $401,625 per annum on a 0.8 full time equivalent basis (i.e., $321,300), inclusive of superannuation. Neil Gibbins does not receive a separate Directors’ fee.

(d) Existing relevant interests

At the date of this Notice, Neil Gibbins and his associates have the following relevant interest in any issued securities of the Company: 14,466,949 ordinary shares

(e) Trading history

The following table gives details of the highest, lowest and the latest closing market price of the Company's shares trading on the ASX for the last 12 months.


	Date	Closing price

Highest price	11 October 2021	9.4 cents
Lowest price	26 February 2021	5.2 cents
Latest price	11 October 2021	9.4 cents

Vintage Energy Ltd | Notice of General Meeting

(f) Valuation of the performance rights

The Company has valued the performance rights to be issued to Neil Gibbins or his nominees as at 11 October 2021 by reference to a market value.

Relevant assumptions are set out below:

Input	Performance rights	Performance rights	Performance rights
	STI	LTI 1	LTI 2
Number of performance rights	1,729,700	2,018,000	2,018,000
Underling securities spot price	9.4 cents	9.4 cents	9.4 cents
Performance condition	Employed by Vintage and first gas to market by end of FY22	Employed by Vintage at 30 June 2024 and CO2 production commenced, or Nangwarry project monetised prior to end FY24	Employed by Vintage at 30 June 2024 and Market Cap of $100million reached prior to end FY24
Risk free rate	1.64%	1.64%	1.64%
Life of rights (years)	0.75	2.75	2.75
Barrier	N/A	N/A	0.166 cents
Barrier type	N/A	N/A	Up and in
Price before discount for probability of vesting	9.4 cents	9.4 cents	7.0 cents

Notes to table above:

The share price used is based on the price as at 11 October 2021, being 9.4 cents.
According to Accounting Standard AASB 2 paragraph 19, “Vesting conditions, other than market conditions, shall not be considered when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be considered by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods and services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.”

In accordance with Accounting Standard AASB 2 detailed above, in valuing the STI and LTI 1 performance rights, the Company has applied a discount to take into account the probability of the performance rights not vesting. However, for LTI 2 performance rights this condition has not been considered.

Based on the above including the application of Accounting Standards, the performance rights STI and LTI 1 have been valued at 9.4 cents each being the full market value and 7.0 cents for the LTI 2 rights.

Vintage Energy Ltd | Notice of General Meeting

In accordance with the Accounting Standard AASB 2, the Directors have assessed the likelihood of the performance condition being achieved for each of the STI performance rights and LTI 1 performance rights as follows:

The Directors' assessment of the likelihood of the performance condition being satisfied for the STI performance rights is 75%. Based on this assessment, the value of the 1,729,700 STI performance rights is 7.1 cents each amounting to $122,809.
The Directors' assessment of the likelihood of the performance condition being satisfied for the LTI 1 performance rights is 60%. Based on this assessment, the value of the 2,018,000 LTI 1 performance rights is 5.6 cents each amounting to $113,008.
The market conditions in the LTI 2 performance rights is included in the valuation of 7.0 cents each amounting to $141,260.

(g) Other Information

The Directors consider there are no significant opportunity costs to the Company or benefits foregone by the Company in granting the performance rights.

For accounting purposes, the performance rights will be recognised as an expense over the period of the right.

The Directors are not aware of any other information that is reasonably required by shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass the resolution.

Listing Rule 10.14

Listing Rule 10.11 provides that a company must not issue securities to a Director of the company under an employee incentive scheme unless the issue has been approved by shareholders by ordinary resolution. If approval is given by shareholders under Listing Rule 10.14, separate shareholder approval is not required under Listing Rule 10.11.

Approval pursuant to Listing Rule 7.1 is not required to issue securities to the Director under resolution 4 as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the securities to the Director will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1.

If the resolution is not approved the company will need to consider alternative remuneration for Mr Gibbins which may include additional salary or bonuses.

Under resolution 4, the Company seeks approval from shareholders for the issue of performance rights to Neil Gibbins as a Director who is a related party of the Company.

In accordance with Listing Rule 10.15, the following information is provided:

The performance rights will be issued to Neil Gibbins as a Director.
The performance rights expire 1,729,700 30 June 2022 and 4,036,000 30 June 2024 and are subject to the performance conditions detailed above.
The maximum number of securities that will be issued is 5,765,700 performance rights.
No monetary consideration is payable for the issue of the performance rights.
The Company has issued 16,667 shares and 24,041,000 performance rights under the Plan since its adoption in November 2018. Of the performance rights 3,056,500 have converted and 724,000 have lapsed. In addition, 2,812,500 performance rights were issued to Neil Gibbins as approved at an AGM on 27 November 2018 of which 1,875,000 were converted to ordinary shares and 937,500 lapsed.
The non-executive Directors (being Reg Nelson, Nick Smart and Ian Howarth) and their associates are not entitled to participate in the Plan.
No loans will be provided to Neil Gibbins in respect of the issue of the performance rights.
The performance rights will be issued no later than 3 months after the date of shareholder approval.

Details of any securities issued under the scheme will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14.

Vintage Energy Ltd | Notice of General Meeting

Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

With reference to section 211 of Chapter 2E of the Corporations Act concerning related party transactions, the Board (other than Neil Gibbins, who has taken no part in these deliberations) considers that the proposed grant of the performance rights to Neil Gibbins is appropriate and reasonable as part of the remuneration of the Managing Director. The Company considers that the grant of the performance rights comes within one of the exceptions to Chapter 2E of the Corporations Act (being reasonable remuneration tor an executive or officer of the Company) and shareholder approval is not required for that purpose.

However, shareholder approval is being sought in resolution 4 pursuant to Listing Rule 10.14 which requires shareholder approval prior to issuing securities to a Director.

Resolution 4 Refresh of the Employee Incentive Plan

Overview

An Employee Incentive Plan (“Plan”) was adopted by the Company at the AGM on 28 November 2018. The Directors considered that it was desirable to establish a Plan under which eligible participants may be offered the opportunity to subscribe for shares, options or performance rights in order to increase the range of potential incentives available to them and to strengthen links with the Company and its shareholders. A summary of the Plan is attached at Annexure A.

ASX Listing Rule 7. 1

The awards are equity securities for the purposes of the Listing Rules. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.2 (Exception 13(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. Any future issues of securities under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that shareholder approval should be obtained, will require additional shareholder approval under ASX Listing Rule 10.14 at the relevant time.

If resolution 4 is passed or not passed

If resolution 4 is passed, the Company will be able to issue awards under the Plan to eligible participants over a period of 3 years. The issue of any performance rights or options to eligible participants under the Plan (up to the maximum number of securities stated in Section 8.5(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If resolution 4 is not passed, the Company will be able to proceed with the issue of awards and securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the performance rights or options.

Listing Rule 7.2

Under Listing Rule 7.2 (exception 13), for issues under an employee incentive scheme not to count towards the 15% capacity to issue share capital in a 12-month period without shareholder approval, shareholder approval of the employee incentive scheme is required:

every three years; or
if there is a material change to the terms of an approved employee incentive scheme.

The Company’s current Plan was approved by shareholders at its AGM on 28 November 2018 and shareholder approval needs to be refreshed. In accordance with the requirements of Listing Rule 7.2

Vintage Energy Ltd | Notice of General Meeting

(Exception 13(b)), the following information is provided:

a) A summary of the key terms and conditions of the Plan is set out in Annexure A. In addition, a copy of the Plan is available for review by shareholders at the registered office of the Company until the date of the meeting. A copy of the plan will also be sent to shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.
b) Shareholders should note that the Company has issued 16,667 shares and 24,041,000 performance rights under the Plan since its adoption in November 2018. Of the performance rights 3,056,500 have converted and 724,000 have lapsed.
c) The maximum number of equity securities that are issuable under the Plan, when combined with the number of shares issued or that may be issued as a result of offers made at any time during the previous 3 years pursuant to the Plan or any other incentive scheme for which the Company relied on ASIC Class Order 14/1000, but disregarding any offer made, or acquired or shares issued by way of or as a result of:
an offer to a person situated at the time of receipt of the offer outside Australia; or
an offer that did not need disclosure to investors because of section 708 of the Corporations Act (which includes offers to Directors); or
an offer made under a disclosure document during the previous five years pursuant to the Plans or any other employee incentive scheme of the Company; but disregarding any offer made, or share rights acquired or ordinary shares issued by way of or as a result of:
- (i) an offer to a person situated at the time of receipt of the offer outside Australia; or
- (ii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
- (iii) an offer made under a disclosure document must not exceed 5% of the total number of issued shares in the Company at the time of the offer of performance rights.

In the last three years the company has issued 24,041,000 performance rights. 3,056,500 of the performance shares have been converted and 724,000 have lapsed. In addition, 2,812,500 performance rights were issued to Neil Gibbins as approved at an AGM on 28 November 2018 of which 1,875,000 were converted to ordinary shares and 937,500 lapsed.

As at the date of this Notice, the Company has on issue 20,260,500 share performance rights as a result of offers made during the previous 3 years pursuant to the Plan or any other incentive scheme for which the Company relied on ASIC Class Order 14/1000. If the performance rights vest and are exercised, it will result in the maximum issue of 20,260,500 shares representing approximately 4% of the Company’s fully diluted share capital.

This means that the maximum number of securities that can be issued under the Plan over three years from the date of this meeting (assuming shareholder approval is obtained) is 6,223,292 performance rights and options (being approximately 5% of the Company’s fully diluted share capital as at the date of this Notice).

Shareholders should be aware that the maximum number of performance rights or options proposed to be issued under the plan stated above is not intended to be a prediction of the actual number of awards to be issued under the plan but is specified for the purposes of setting a ceiling on the number of securities approved to be issued for the purposes of Listing Rule 7.2 (exception 13(b)).

It is not envisaged that the maximum number of performance rights and options for which approval is sought will be issued immediately following approval.

Vintage Energy Ltd | Notice of General Meeting

Board Recommendation

Noting that executive Directors may have a personal interest in the outcome of this resolution by virtue of them being eligible to participate in the Plan, the Board recommends that shareholders vote in favour of resolution.

The chair of the meeting intends to vote undirected proxies in favour of the resolution.

Resolutions 5, 6 and 7 Approval of issue of options to non-executive Directors

The Company proposes to grant a total of 6,000,000 options to the Company’s non-executive Directors, or their nominees, for nil consideration at an exercise price that equates to 135% of the VWAP of shares for the 7 trading days prior to the AGM, expiring on 29 November 2024 (“NED options”). The NED options are proposed to be granted to:

Mr. Reg Nelson – 2,000,000.

Mr. Nick Smart – 2,000,000.

Mr. Ian Howarth – 2,000,000.

The full terms and conditions of the NED options are set out in Annexure C to this Explanatory Statement.

The Directors consider that the grant of the NED options is a cost effective and efficient means for the Company to provide a reward and incentive to the above non-executive Directors.

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

a) a related party (Listing Rule 10.11.1).
b) a person who is or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company (Listing Rule 10.11.2).
c) a person who is or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a Director to the Board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3).
d) an associate of a person referred to in Listing Rule 10.11.1 to Listing Rule 10.11.3 (Listing Rule 10.11.4); or
e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 to Listing Rule 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

The issue of the NED options falls within Listing Rule 10.11.1 (as the non-executive Directors are related parties of the Company) and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of shareholders under Listing Rule 10.11.

Resolutions 5 to 7 seek the required shareholder approval for the issue of the NED options to related parties under and for the purposes of Listing Rule 10.11.

If resolutions 5 to 7 are passed, the Company will be able to proceed with the issue of the NED options to the non- executive Directors within one month after the date of the meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the NED options (because approval is being obtained under Listing Rule 10.11), the issue of the NED options will not use up any of the Company’s 15% annual placement capacity.

If resolutions 5 to 7 are not passed, the Company will not be able to proceed with the issue of the NED options to the non-executive Directors and the Company will consider alternative incentive strategies, including potentially increasing cash remuneration to Directors.

Each of resolutions 5 to 7 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the shareholders entitled to vote on it.

Vintage Energy Ltd | Notice of General Meeting

Chapter 2E of the Corporations Act – related party transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or b) prior shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Directors, persons the Company has reasonable grounds to believe will become Directors, and persons who were a related party in the previous six months are considered to be related parties of the Company.

Resolutions 5 to 7 provide for the grant of securities to related parties which is a financial benefit requiring shareholder approval. The Board has considered whether the proposed grant of NED options for the benefit of non-executive Directors constitutes reasonable remuneration, given that the NED options will form part of the total remuneration package for non-executive Directors. In the circumstances, the Board considers it open to conclude that the proposed benefit will not constitute reasonable remuneration and thus it is prudent to seek shareholder approval under Chapter 2E of the Corporations Act for the proposed grant of the NED options.

To obtain shareholder approval, and in accordance with the requirements of Chapter 2E of the Corporations Act, and in particular section 219, the following information is provided to shareholders to allow them to assess whether to approve the grant of the NED options to non-executive Directors under resolutions 5 to 7.

The identity of the related party

Subject to shareholder approval, the NED options the subject of resolutions 5 to 7 will be granted to Messrs. Nelson, Smart and Howarth (together the non-executive Directors), or their nominees, within one month of the passing of this resolution. The non-executive Directors are each individually a Director of the Company and therefore classified as a related party.

The nature of reasons for and basis for the financial benefit

The proposed financial benefit is the grant of a total of 6,000,000 options to the non-executive Directors, or their nominees, for no issue price. Each NED option will allow the non-executive Directors to subscribe for one ordinary fully paid share in the Company. The NED options have an exercise price of 135% of the VWAP of shares for the 7 trading days prior to the AGM and expire on 29 November 2024. The NED options are proposed to be issued for no consideration and there will be no funds raised on the issue of the NED options. Funds will be raised on the exercise of the NED options (if any).

Directors of public companies face considerable ongoing responsibilities and challenges in their roles. The grant of these NED options serves to provide a mid-term incentive for each non-executive Director’s continuing and future efforts as a Director of the Company. The Directors consider that NED options are the most cost effective and efficient means to reward and align the interests of the Company’s Directors with the interests of all shareholders. To that end, the NED options have an exercise price which aligns with an objective of the Company’s strategy, being to increase shareholder value.

If the non-executive Directors are to derive any value from the NED options, the market share price must be more than the exercise price at the time of exercise. As the exercise price of the NED options will be at a premium to the most recent closing share price prior to the date of this Notice, and the average share price as traded over the previous three months, the NED options represent an incentive to the non-executive Directors to achieve this increase in the share price, which would result in an increase in shareholder value.

In summary, shareholders may consider that the issue of the NED options proposed in resolutions 5 to 7 could be beneficial to the Company for the following reasons:

a) the grant of the NED options may incentivise the non-executive Directors to grow the value of the Company and assist the Company in retaining the services of the current Directors;
b) the payment of monetary fees alone may not be an adequate incentive to retain the non-executive Directors; and
c) the issue of the NED options, and the subsequent potential for the acquisition of shares, could be the most cost effective and efficient means to align the interests of the Company and its Directors, providing them with reward and incentive whilst not, for example, making cash payments which would deplete the Company’s cash reserves.

Vintage Energy Ltd | Notice of General Meeting

Shareholders may consider that the issue of the NED options proposed in resolutions 5 to 7 could be averse to the Company for the following reasons:

a) the issue of the shares following any exercise of the NED options will be dilutive to shareholders; or
b) it may be perceived that the Directors receive adequate reasonable remuneration already under their respective contracts with the Company commensurate with the time commitment and responsibilities of the role; or
c) it may be perceived that the exercise price of the NED options may lead to bias in the decision making of the non-executive Directors and compromise their objectivity.

The number of NED options to be offered to each of the non-executive Directors has been determined based upon a consideration of:

a) their total remuneration;
b) each Director’s contribution to the progression of the Company’s strategic objectives;
c) a review of peer companies’ equity-based remuneration to non-executive Directors; and
d) the incentives which are generally perceived to be required to attract and ensure continuity of service of Directors who have appropriate knowledge and expertise for an oil and gas explorer and producer.

Directors' interests and recommendation

Mr. Gibbins, who has no interest in the transactions contemplated, recommends shareholders vote in favour of resolutions 5 to 7. If resolutions 5 to 7 are passed, the non-executive Directors will become entitled to the NED options, set out below, together with the rights and entitlements associated with being a holder of such NED options disclosed in Annexure C.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

The proposed resolutions would have the effect of giving power to the Directors to grant a total of 2,000,000 NED options to each of Messrs. Nelson, Smart and Howarth, or their nominees.
The exercise of the NED options is subject to the terms and conditions as set out in Annexure 3 to this Explanatory Statement and as otherwise mentioned above.
The Directors have provided an indicative value to the options by reference to the Black-Scholes valuation method. Detailed below

Number of options	Vesting	Estimated share price*	Expiry date	Valuation
6,000,000	On issue	9.4 cents	29 November 2024	$151,646

*Estimated share price at AGM date

Option valuation details


Details
Share price	9.4 cents
Strike price*	12.6 cents
Term	3 years
Risk free interest rate	1.64%
Volatility	54%

*Calculated as 1.35 per cent of share price

Vintage Energy Ltd | Notice of General Meeting

Each Director’s entitlement is valued based on the above assumptions at $50,548.

As at the date of the Notice, the issued capital of the company comprised 605,305,846 shares. If all the NED options grant as proposed are exercised and assuming no other shares are issued or performance rights are exercised, the effect on existing shareholders would be to dilute them by approximately 1 percent.

The current relevant interests in securities of the Company for each of the non-executive Directors is set out in the table below:

Name	Shareholding	Directors’ fees
Reg Nelson	15,744,696	75,751
Nick Smart	6,177,998	50,501
Ian Howarth	13,633,399	50,501

Under the Australian equivalent of the International Financial Reporting Standards (IFRS), the Company is required to expense the value of the NED options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view there are any material costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company, in granting the NED options to the non-executive Directors or their nominees.

Neither the Directors nor the Company are aware of any other information that would be reasonably required by shareholders to make a decision in relation to the financial benefits contemplated by this resolution.

Resolution 8 Approval of additional 10 per cent placement facility

(a) Purpose of resolution

The purpose of this resolution is to allow the Directors to issue a further 10% of the Company's issued share capital under Listing Rule 7.1A during the 10% Placement Period in addition to and without using the Company’s 15% placement capacity under Listing Rule 7.1. This effectively gives Directors a 25% placement capacity, less that part of its placement capacity not available under Listing Rule 7.1.

(b) General information

Listing Rule 7.1A enables an “eligible entity” to issue equity securities of up to 10% of its issued share capital through placements over a 12-month period after the AGM (10% placement facility). The 10% placement facility is in addition to the entity's 15% placement capacity under Listing Rule 7.1. An "eligible entity" for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% placement facility. The exact number of equity securities to be issued under the 10% placement facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section (c)(iii) below).

The Company has not issued any securities using its capacity under Listing Rule 7.1A approved at its previous AGM.

(c) Description of Listing Rule 7.1A

i. Shareholder approval

The ability to issue equity securities under the 10% placement facility is subject to shareholder approval by way of a special resolution at an AGM.

ii. Equity securities

Any equity securities issued under the 10% placement facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has on issue one class of equity securities, namely ordinary fully paid shares (“shares”) (ASX Code: “VEN”).

iii. Formula for calculating 10% placement facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the

(A x D) – E

Vintage Energy Ltd | Notice of General Meeting

date of the AGM, a number of equity securities calculated in accordance with the following formula:

A is the number of shares on issue 12 months before the date of issue or agreement:

(a) plus, the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2; other than exception 9,16 or 17
(b) plus, the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
the issue of, or agreement to issue the convertible securities was approve or taken under these rules to have been approved under ASX Listing Rule 7.1 or 7.4;
(c) plus, the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
the agreement was entered into before the commencement of the relevant period; or
the agreement or issue was approved, or taken under these rules to have been approved under ASX Listing Rule 7.1 or rule 7.4;
(d) plus, the number of partly paid ordinary securities that became fully paid in the relevant period
(e) plus, the number of any other fully paid ordinary securities that become fully paid securities in the relevant periods;
(f) less the number of fully paid securities cancelled in the 12 months.

D is 10%.

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.4.

(d) Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the below information is provided in relation to the approval of the 10% placement facility:

i. The equity securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's equity securities over the 15 trading days immediately before:
(a) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the equity securities or
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the equity securities are issued.
ii. If this resolution is approved by shareholders and the Company issues equity securities under the 10% placement facility, the existing shareholders' voting power in the Company will be diluted as shown in table 1 below. There is a risk that:
(a) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the AGM; and
(b) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date or the equity securities are issued as part of the consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the equity securities.

Table 1 shows the dilution of existing shareholders based on the current market price of shares and

Vintage Energy Ltd | Notice of General Meeting

the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A (2) as at the date of this Notice.

iii. Shareholder approval of the 10% placement facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:
(a) the date that is 12 months after the date of the AGM at which the approval is obtained;
(b) the time and date of the Company’s next annual general meeting: or
(c) the time and date of the approval by shareholders of ordinary securities of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
- (10% placement period).
iv. The Company may seek to issue the equity securities to raise funds for the acquisition of new assets or other investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.
v. The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) upon issue of any equity securities. 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 equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(a) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(b) the effect of the issue of the equity securities on the control of the Company;
(c) the financial situation and solvency of the Company; and
(d) advice from corporate, financial and broking advisers (if applicable). The allottees under the 10% placement facility have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.
(e) No equity securities have been issued under Listing Rule 7.1A.
vi. The actual number of equity securities that the Company will be permitted to issue under Listing Rule 7.1A will be calculated at the date of issue or agreement to issue the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out above).

The effect of this resolution will be to allow the Company to issue securities under Listing Rule 7.1A without using the Company's placement capacity under Listing Rule 7.1. If the resolution is not passed the Company will not be able to access the additional 10 percent capacity to issue securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1

vii. A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the equity securities. No existing shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

(e) Directors’ Recommendation

The Directors unanimously recommend that shareholders vote in favour of the resolution. The chair intends to vote undirected proxies in favour of resolution 8.

Vintage Energy Ltd | Notice of General Meeting

Table 1

Table 1 shows the dilution of existing shareholders based on the current market price of shares and the current number of shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A (2) as at the date of this Notice. The table also shows the voting dilution impact where the number of shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of shares issued under the 10% Placement Capacity.

		Dilution	Dilution
				Funds raised
		Funds raised based	Funds raised
	Number of shares			based on
		on issue price of	based on issue
				issue price of
Number of shares on issue	issued under 10% lacement facilit	4.7 cents	price of 9.4 cents	18.8 cents
	p y	(50% decrease in	(Current issue	(50% increase
		current issue		in current
		price)	price)	issue price)

605,305,846 (Current) * 60,530,585 907,958,770 (50% increase) 90,795,877 1,210,611,694 (100% increase) 121,061,169		$2,844,937 $5,689,875 $4,267,406 $8,534,812 $5,689,875 $11,379,750		$11,379,750 $17,069,625 $22,759,500

*The number of shares on issue (variable A in the formula) could increase as a result of the issue of shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

The current shares on issue are the shares on issue as at 11 October 2021.
The issue price set out above is the closing price of the shares on the ASX on 11 October 2021.
The Company issues the maximum number of equity securities available under the 10% placement facility.
No shares are issued following the exercise of any options or conversion of any performance rights or before the date of the issue of the equity securities.

Resolution 9 Amendments to the Constitution

Under section 136(2) of the Corporations Act, a company can modify its Constitution by special resolution. Accordingly, the Company seeks shareholder approval to amend its Constitution to ensure compliance with the regulatory landscape.

A copy of the Company's Constitution, with the proposed amendments highlighted, is available for viewing at - vintageenergy.com.au/governance policies or you can contact the Company Secretary to request a copy.

Proposed amendments

(1) The COVID-19 pandemic and the associated social distancing measures and restrictions on large gatherings have significantly impacted the Company's ability to hold a traditional AGM in person. Proposed amendments to clauses 33 and 34 of the Constitution provide that, subject to the Corporations Act, the Company may hold a wholly virtual AGM. These amendments will clarify that an AGM may be held by the Company in one of three ways:
(a) At a physical venue ('physical meeting');
(b) At one or more physical venues using technology ('hybrid meeting', which is a physical meeting linked with online facilities to allow remote participation); or
(c) Using virtual meeting technology only ('virtual meeting', where all members participate via online facilities).

Our intention is to meet again in person at our general meetings when it is safe and it is compliant with government recommendations to do so. In the meantime, these amendments will ensure that the Company has the flexibility to continue conducting virtual meetings if necessary.

Vintage Energy Ltd | Notice of General Meeting

(2) The proposed amendment to clause 91 is to bring the constitution into compliance with Listing Rule 15.12. This change streamlines the placement of escrow conditions for less significant security holders. The change means that escrow deeds are not required in such circumstances. The changes in the constitution are to include the following:
A holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the listing rules or ASX
If the restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored sub register and are to have a holding lock applied for the duration of the escrow period applicable to those securities
The Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the listing rules or ASX
A holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the listing rules or ASX
If a holder of restricted securities breaches a restriction deed or a provision of the entity’s constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

Each Director recommends that shareholders vote in favour of resolution 9.

Resolution 10 Renewal of proportional takeover approval provisions

Clause 26 of the Company’s Constitution contains provisions dealing with proportional takeover bids for shares in the Company. These provisions permit the Company to refuse to register a transfer of securities under a proportional (or partial) takeover offer, unless a resolution is first passed by shareholders approving the offer. The provisions are designed to assist shareholders to receive proper value for their shares if a proportional takeover bid is made for the Company.

Under the Corporations Act and clause 26.8 of the Company’s Constitution, these provisions must be renewed every 3 years, or they will cease to have effect. The current provisions have automatically ceased to have effect after 18 May 2022 unless renewed by the proposed special resolution. These provisions must be renewed at this AGM in order to apply to proportional takeover bids made after 28 November 2021. If approved by shareholders, the proportional takeover provisions will be in the same terms and will have effect for a further 3 years.

The Corporations Act requires that the following information be provided to shareholders when they are considering the renewal of proportional takeover provisions in a constitution.

Effect of the proportional takeover provisions

A proportional takeover bid is one where an offer is made to each shareholder for a proportion of that shareholder’s shares.

The current provisions in the Company’s Constitution state that, in the event of a proportional takeover bid being made, the Directors must hold a meeting of the shareholders entitled to vote for the purpose of considering and, if thought fit, passing a resolution to approve the proportional takeover bid. A resolution approving the bid must be voted on by the 14th day before the last day of the bid period, during which the offers under the proportional takeover bid remain open, or a later day allowed by the Australian Securities and Investments Commission. The resolution will be passed if more than 50% of votes are cast in favour of the approval. The bidder and its associates are not allowed to vote on the resolution.

The Directors will breach the Corporations Act if they fail to ensure the resolution is voted on. If no resolution is voted on by the deadline, the bid is taken to have been approved.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution.

Vintage Energy Ltd | Notice of General Meeting

The proportional takeover provisions do not apply to full takeover bids.

Reasons for proposing the resolution

If the proportional takeover approval provision is not in the Constitution, a proportional takeover bid may enable control of the Company to pass without shareholders having the opportunity to sell all their shares to the bidder. Shareholders may therefore be exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium for their shares.

The proportional takeover provisions decrease this risk because they allow shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

No knowledge of any acquisition proposals

As at the date of this Notice of General Meeting, no Director is aware of a proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Review of Proportional Takeover Provisions

While proportional takeover provisions have been in effect under the Company’s Constitution, no takeover bids for the Company have been made, either proportional or otherwise. Accordingly, there are no actual examples against which to assess the advantages or disadvantages of the existing proportional takeover provisions (that is, clause 26 of the existing Constitution) for the Directors and shareholders of the Company. The Directors are not aware of any potential takeover bid that was discouraged by clause 26.

Potential advantages and disadvantages

The Directors of the Company consider that the proposed renewal of the proportional takeover provisions has no potential advantages or disadvantages for Directors because they remain free to make a recommendation on whether a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for shareholders of the Company are:

shareholders have the right to decide by majority vote whether a proportional takeover bid should proceed;
the provisions may assist shareholders to avoid being locked in as a minority;
the bargaining power of shareholders is increased and this may assist in ensuring that any proportional bid is adequately priced; and
knowing the view of the majority of shareholders assists each individual shareholder in assessing the likely outcome of the proportional takeover bid and whether to approve or reject that offer.

Some potential disadvantages for shareholders of the Company are:

the provisions are a hurdle to, and may discourage the making of proportional takeover bids in respect of the Company;
shareholders may lose an opportunity of selling some of their shares at a premium; and
the chance of a proportional takeover bid being successful may be reduced.

The Board considers that the potential advantages for shareholders of the proportional takeover approval provisions outweigh the potential disadvantages. Shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

Each Director recommends that shareholders vote in favour of resolution 10.

Vintage Energy Ltd | Notice of General Meeting

ANNEXURE A

SUMMARY OF TERMS OF EMPLOYEE INCENTIVE PLAN (Resolution 4)

1. Purpose

2. Eligible Participants

3. Offers

The purpose of the Employee Incentive Plan is to provide an incentive for eligible participants to participate in the future growth of the Company and to offer options or performance rights to assist with the reward, retention, motivation and recruitment of eligible participants.

Eligible participants are any full or part-time employee of the Company or a subsidiary, relevant contractors and casual employees and prospective parties in these capacities (" Eligible Participants "). Non-executive Directors (and their associates) are not eligible to participate in the Employee Incentive Plan.

Subject to any necessary shareholder approval, the Board may offer options or to eligible participants for nil consideration.

4. Expiry Date

The expiry date of any options or performance rights will be determined by the Board.

5. Vesting Conditions and Lapse

An option or performance right may only be exercised after it has vested and before its expiry date. The Board may determine the conditions upon the vesting of the options or performance rights at its discretion. By way of example, the Board may impose share price and/or continuous service vesting hurdles.

An option or performance right lapses upon various events including a vesting condition not being satisfied, a participant ceasing to be an eligible participant (except for certain matters such as death or retirement) and upon misconduct by a participant.

6. Shares issued on Each option or performance right entitles the holder to one fully paid ordinary vesting share on vesting.

7. Transferability and An option or performance right may not be transferred without the prior written quotation approval of the Board or by force of law. Quotation of the options or performance rights on the ASX will not be sought. However, the Company will apply for official quotation of shares issued on vesting of the options or performance rights.

8. No voting or dividend rights

9. No participation rights

The options or performance rights are personal and do not confer any entitlement to attend or vote at meetings, any entitlement to dividends or any entitlement to participate in any return of capital unless the options or performance rights are vested and the underlying shares have been issued.

The options or performance rights do not entitle the holder to participate in the issue of securities unless the options or performance rights are vested and shares have been issued before the record date for determining entitlements.

10. Administration of the The Employee Incentive Plan will be administered under the directions of the Employee Incentive Plan Board and the Board may determine procedures for the administration of the Employee Incentive Plan as it considers appropriate at its absolute discretion.

11. Operation The operation of the Employee Incentive Plan is subject to the Listing Rules and the Corporations Act.

Vintage Energy Ltd | Notice of General Meeting

ANNEXURE B

TERMS OF PERFORMANCE RIGHTS (Resolution 3)

The terms of the performance rights are:

The performance rights to be issued under resolution 3 will be issued in 3 milestone-based classes as follows:

Class of performance	Maximum number of	Performance condition
rights	performance rights
STI	1,729,700	Employed by Vintage and first gas to market by end of FY22.
LTI 1	2,018,000	Employed by Vintage at 30 June 2024 and CO2production commenced, or Nangwarry project monetised prior to end FY24.
LTI 2	2,018,000	Employed by Vintage at 30 June 2024 and Market Cap of $100million reached prior to end FY24.
Total	5,765,700

(Conversion upon satisfying performance condition) performance rights will convert, at the election of the holder, on the basis of one share (fully paid ordinary share) for each performance right as soon as the achievement of a relevant performance condition has been determined by the Board of Directors (excluding any holder of performance rights).
(No consideration payable) No consideration will be payable upon the vesting and conversion of the performance rights.
(No Voting rights) A performance right does not entitle a holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.
(No dividend rights) A performance right does not entitle a holder to any dividends.
(Rights on winding up) A performance right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up of the Company.
(Not transferable) A performance right is not transferable.
(Reorganisation of capital) If there is a reorganisation (including, without limitation, consolidation, subdivision, reduction or return) of the issued capital of the Company, the rights of a holder will be varied (as appropriate) in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation.
(Quotation of shares on conversion) An application will be made by the Company to ASX for official quotation of the shares issued upon the conversion of each performance right within the period required by the Listing Rules. The Company will not apply for quotation of the performance rights on ASX.
(No Participation in entitlement issues) A performance right does not entitle a holder to participate in new issues of capital offered to holders of shares, such as entitlement issues.

Vintage Energy Ltd | Notice of General Meeting

ANNEXURE C

TERMS AND CONDITIONS

NON-EXECUTIVE DIRECTOR OPTIONS EXPIRING 29 NOVEMBER 2024

The options are to be issued on the following terms:

Each option shall be issued for no consideration.
The exercise price of each option is the price that is 135% of the volume weighted average price of shares for the 7 ASX trading days prior to the 2021 annual general meeting (“exercise Price”).
Each option entitles the holder to subscribe for one Vintage Energy Limited ABN 56 609 200 580 ("Company") upon the payment of the exercise price per share subscribed for.
The options will lapse of the Company at 5:00pm, ACDT on 29 November 2024, whichever is the earlier ("Expiry Date").
The options are not transferable.
There are no participating rights or entitlements inherent in these options and holders of the options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the option.
Option holders have the right to exercise their options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the options and will be granted a period of at least 10 business days before closing date to exercise the options.
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of shares after the date of issue of the options, the exercise price of the options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.
In the event of any re-organization (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
The options shall be exercisable at any time until the Expiry Date ("Exercise Period") by the delivery to the registered office of the Company of a notice in writing ("Notice") stating the intention of the option holder to exercise all or a specified number of options held by them accompanied by an option certificate and a cheque made payable to the Company for the subscription monies for the shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some options shall not affect the rights of the option holder to the balance of the options held by it.
The Company shall allot the resultant shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the options.
The shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.
Subdivision 83A-C (deferred inclusion of gain in assessable income) of the Income Tax Assessment Act 1997 (Cth) applies to the options granted.

Vintage Energy Ltd | Notice of General Meeting

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration. ACN 609 200 580 [ReplaceNoImages] [EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [HolderNumber] [EntityRegistrationDetailsLine3Envelope] Holder Number: [EntityRegistrationDetailsLine4Envelope] [HolderNumber] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] Your proxy voting instruction must be received by 11.00am (ACDT) on Saturday, 27 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS Lodging your Proxy Voting Form: The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the Online: investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should Use your computer or smartphone to advise their broker of any changes. appoint a proxy at STEP 1 – APPOINT A PROXY https://investor.automic.com.au/#/logi If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name nsah of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if or scan the QR code below using you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. your smartphone DEFAULT TO THE CHAIR OF THE MEETING Login & Click on ‘Meetings’. Use the Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, Holder Number as shown at the top who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the of this Proxy Voting Form. Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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 BY MAIL: the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy Automic 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. GPO Box 5193 APPOINTMENT OF SECOND PROXY Sydney NSW 2001 You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a IN PERSON: percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Automic Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. Level 5, 126 Phillip Street SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Sydney NSW 2000 Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach BY EMAIL: a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. [email protected] Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided. BY FACSIMILE: +61 2 8583 3040 By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. All enquiries to Automic: CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate PHONE: 1300 288 664 (Within Representative’ should be produced prior to admission. A form may be obtained from the Company’s Australia) share registry online at https://automic.com.au.

All enquiries to Automic: PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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VIRTUAL PARTICIPATION AT THE AGM:
The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
platform powered by Automic, where shareholders will be able to watch, listen, and vote online.
To access the virtual meeting:
1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create
an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of
Meeting describe the various matters to be considered.
COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Vintage Energy Limited, to be held at 11.00 am (ACDT) on
Monday, 29 November 2021 hereby:
Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box
provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is
named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the
relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution(s) 1, 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though
Resolution(s1, 3, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which
includes the Chair.
Resolutions For Against Abstain Resolutions For Against Abstain
1. Adoption of Remuneration 6. Approval of Issue of Options
Report to Non-Executive Director Ian
Howarth
2. Re-election of Director Mr 7. Approval of Issue of Options
Reg Nelson to Non-Executive Director
Nick Smart
3. Approval of issue of 8. Special Resolution
Performance Rights to Approval of additional 10
Managing Director Neil Gibbins percent placement facility
4. Refresh of the Employee 9. Special Resolution
Incentive Plan Amendments to Constitution
5. Approval of Issue of Options to 10. Special Resolution
Non-Executive Director Reg Renewal of proportional
Nelson takeover approval provisions
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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 SECURITYHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
Sample
VIRTUAL AGM
Appoint Your Proxy
STEP 1:
Your Voting Direction ]
VEN
STEP 2:
[HolderNumber] [
Sign Here + Contact Details
STEP 3:
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VINTAGE ENERGY LTD — AGM Information 2021

65998_rns_2021-10-26_cce58d95-f6d5-4e57-8bdf-97318b231635.pdf

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Important notice – changes to meeting procedure due to COVID-19

Voting on resolutions

Participation in the meeting

Agenda

Annual report

Resolution 1 Adoption of the remuneration report

Resolution 2 Re-election of Director Mr Reg Nelson

Resolution 3 Approval of issue of performance rights to Managing Director Neil Gibbins

Resolution 4 Refresh of the Employee Incentive Plan

Resolution 5 Approval of issue of options to non-executive Director Reg Nelson

Resolution 6 Approval of issue of options to non-executive Director Ian Howarth

Resolution 7 Approval of issue of options to non-executive Director Nick Smart

Resolution 8 Approval of additional 10 percent placement facility

Resolution 10 Renewal of proportional takeover approval provisions

BY ORDER OF THE BOARD

Notes

How to vote

Voting by proxy

Determination of who is entitled to vote

Auditors

Annual report

Explanatory Statement

Resolution 1

Adoption of the remuneration report

Resolution 2 Re-election of Director Reg Nelson

Directors’ recommendation

Resolution 3 Approval of issue of performance rights to Managing Director Neil Gibbins

(a) Purpose of resolution

(b) Dilution

(c) Remuneration of the Directors

(d) Existing relevant interests

(e) Trading history

(f) Valuation of the performance rights

(g) Other Information

Listing Rule 10.14

Resolution 4 Refresh of the Employee Incentive Plan

Overview

ASX Listing Rule 7. 1

If resolution 4 is passed or not passed

Listing Rule 7.2

Board Recommendation

Resolutions 5, 6 and 7 Approval of issue of options to non-executive Directors

Listing Rule 10.11

Chapter 2E of the Corporations Act – related party transactions

The identity of the related party

The nature of reasons for and basis for the financial benefit

Directors' interests and recommendation

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

Option valuation details

(a) Purpose of resolution

(b) General information

(c) Description of Listing Rule 7.1A

ii. Equity securities

iii. Formula for calculating 10% placement facility

(d) Specific information required by Listing Rule 7.3A

(e) Directors’ Recommendation

Table 1

Resolution 9 Amendments to the Constitution

Proposed amendments

Resolution 10 Renewal of proportional takeover approval provisions

Effect of the proportional takeover provisions

Reasons for proposing the resolution

No knowledge of any acquisition proposals

Review of Proportional Takeover Provisions

Potential advantages and disadvantages

ANNEXURE A

SUMMARY OF TERMS OF EMPLOYEE INCENTIVE PLAN (Resolution 4)

TERMS OF PERFORMANCE RIGHTS (Resolution 3)

ANNEXURE C

TERMS AND CONDITIONS

NON-EXECUTIVE DIRECTOR OPTIONS EXPIRING 29 NOVEMBER 2024

More from VINTAGE ENERGY LTD

VINTAGE ENERGY LTD AGM Information 2021