VINTAGE ENERGY LTD — Proxy Solicitation & Information Statement 2020

May 24, 2020

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ACN 609 200 580

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

TIME 11:00AM (ACST)	TIME 11:00AM (ACST)
DATE 29 June 2020
Place By live webcast which will be available to view athttps://web.lumiagm.com/ using Meeting ID 339-352-527

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.

Vintage Energy | Notice of Meeting

Notice is given that a General Meeting of Members of Vintage Energy Limited (ACN 609 200 580) will be held virtually on an online platform at https://web.lumiagm.com/ using Meeting ID 339-352527 commencing at 11:00am (Adelaide Time) 29 June 2020.

Details of how to participate in the live webcast 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 General Meeting ( GM ) in person. The GM will be a virtual GM, conducted online via the Lumi platform available at https://web.lumiagm.com/ using Meeting ID 339-352-527

Details on how to participate in the webcast are set out in the Online Shareholders' Meeting 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 GM.

Shareholders who participate in the live webcast may vote on each resolution in real time during the GM. Details on how to vote during the webcast are set out in the Online Shareholders' Meeting Guide attached to this Notice of Meeting. Shareholders with multiple holdings will either need to log into Lumi under each SRN or HIN to vote live in the GM or cast their vote on other holdings ahead of the GM via proxy vote.

Proxy votes must be received by 11 am (ACST) on Saturday 27 June 2020. 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 GM

Shareholders are encouraged to submit any questions they may have of the Company in writing to the Company Secretary at info@vintageenergy.com.au by 5.00pm (ACST) on Friday 26 June 2020. 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 Online Shareholders' Meeting Guide attached to this Notice of Meeting. No new presentation will be provided. Shareholders are directed to the recent presentation on the Company’s website.

Vintage Energy | Notice of Meeting

Agenda

Ratify Placement to refresh Company's placement ability and approve the participation of Directors in the Placement

As foreshadowed in the Company's recent releases concerning its Placement and Share Purchase Plan (SPP ), the Company seeks Shareholder approval for the following purposes:

• (a) to approve the Company's recent Placement in order to refresh the Company's placement ability; and

• (b) to approve the proposed participation of Directors in that Placement, which is subject to Shareholder approval.

Resolution 1 Ratification of previous issue of ordinary shares

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 51,805,555 ordinary fully paid shares on 7 May 2020 to institutional and sophisticated and/or professional investors, on the terms and conditions set out in the Explanatory Memorandum, is approved and ratified.

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue, and any associates of such a person, or a person who is a counterparty to the agreement. However, the Company need not disregard a vote if:

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

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

Resolution 2 Approval of participation of Directors in the Placement

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment of a maximum of 10,694,445 ordinary fully paid shares to the Directors of the Company as set out in the table below, on the terms and conditions set out in the Explanatory Memorandum, is approved.

Name	Number of Shares*
Reg Nelson	4,083,333
Ian Howarth	3,305,556
Neil Gibbins	3,305,556

*applied for by the respective Director under the Company's recent Placement, the issue of which is subject to obtaining the necessary approval of Shareholders. The Shares will be otherwise issued on the same terms as the shares issued to institutional and sophisticated/professional investors, including the issue price (see Resolution 1 above).

Vintage Energy | Notice of Meeting

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by 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, the Company need not disregard a vote if:

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

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

BY ORDER OF THE BOARD

Simon Gray Company Secretary 22 May 2020

Vintage Energy | Notice of Meeting

Notes

How to Vote

Please note that you are strongly encouraged to lodge proxy votes for the GM. The GM will commence at 11.00 ACST.

Shareholders who participate in the live webcast may vote on each resolution in real time during the Meeting. Details on how to vote during the webcast are set out in the Online Shareholders' Meeting Guide attached to this Notice of Meeting.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this notice as soon as possible 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

• by fax to: (02) 8583 3040; or

• email the proxy form to meetings@automic.com.au

so that it is received no later than 11 am (Adelaide Time) on 27 June 2020.

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 (Adelaide time) on 27 June 2020.

Your proxy form is enclosed.

Vintage Energy | Notice of 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 Extraordinary General Meeting. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Resolution 1

Ratification of previous issue of ordinary shares

(a) Purpose of resolution

The purpose of this resolution is to ratify the issue of 51,805,555 ordinary fully paid shares ( Placement Shares ) on 7 May 2020 to institutional and sophisticated/professional investors at an issue price of $0.036 each (Placement ). This approval will refresh the Company's existing placement capacity.

(b) General information

On 7 May 2020, the Company issued the Placement Shares to institutional and sophisticated/professional investors under the Placement. The Placement Shares were issued without Shareholder approval under the Company's 25% placement issue capacity, in accordance with Listing Rules 7.1 and 7.1A.

The Company, as at the date of this Notice, has on issue one class of listed equity securities, namely ordinary fully paid shares ( Shares ) (ASX Code: VEN).

Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any 12 month period without first obtaining Shareholder approval (subject to certain exceptions). In addition to that 15% placement capacity, 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 annual general meeting. The Company is an eligible entity. At the Company's 2019 Annual General Meeting Shareholders approved a 10% placement facility under Listing Rule 7.1A, in addition to the Company's 15% placement capacity under Listing Rule 7.1.

Under Listing Rule 7.4, a company can seek ratification of issues of securities that have been made within the previous 12 month period if:

• a) The issue did not breach Listing Rule 7.1; and b) Shareholders subsequently approve such issue.

The effect of such ratification is that the issue of the Placement Shares is then deemed to have been made with Shareholder approval, and therefore is not counted towards the 15% and 10% limits. The approved securities are also included in the base number for calculating the Company’s 15% and 10% limits, thereby increasing the number of equity securities the Company can issue without first having to obtain Shareholder approval under Listing Rule 7.1.

The issue of the Placement Shares did not breach Listing Rule 7.1 and did not require Shareholder approval. The Company now seeks Shareholder approval to ratify the issue of the Placement Shares in accordance with Listing Rule 7.4. This will have the same effect as if Shareholder approval had been obtained before the Company issued the Placement Shares.

The effect of passing Resolution 1 will be to refresh the Company’s 25% capacity under Listing Rules 7.1 and 7.1A so that its capacity would be the same as if the Placement Shares had been issued with Shareholder approval. The resolution, if passed, will increase the Company’s financial flexibility in the future.

This will provide the Company with the ability to issue more securities in the future, eg a placement to sophisticated and/or professional investors, without seeking Shareholder approval, if the Board considers that it is in the interests of the Company to do so.

If Resolution 1 is not passed by Shareholders, the Company would, when calculating the number of securities it can issue without Shareholder approval to go beyond the 25% limit, need to deduct the number of Placement Shares from the number available for any future issue.

Vintage Energy | Notice of Meeting

(c) Description of Listing Rule 7.4

(i) Shareholder approval

The ability to ratify the issue of the Placement Shares in order to refresh the placement capacity for the purposes of Listing Rule 7.1 is subject to Shareholder approval, by way of an ordinary resolution at a general meeting, in accordance with Listing Rule 7.4.

(ii) Notice requirements

The notice of meeting to obtain Shareholder approval for purposes of Listing Rule 7.4 must comply with Listing Rule 7.5, which sets out specific information to be provided to Shareholders.

(d) Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires the following information to be provided to Shareholders for the purpose of obtaining Shareholder approval under Listing Rule 7.4, including a summary of the material terms of the Placement Shares:

• a) 51,805,555 Placement Shares were issued on 7 May 2020;

• b) The Placement Shares were issued at a price of $0.036 each for a total consideration of $1,865,000 before costs;

• c) The Company has applied for quotation of the Placement Shares;

• d) The Placement Shares will rank equally with the existing Shares in the Company;

• e) The Placement Shares were issued to institutional, sophisticated and/or professional investors, so no prospectus or other disclosure document was required to be prepared by the Company under the Corporations Act 2001;

• f) The funds raised by the issue of the Placement Shares will be primarily used to advance the Company's Vali gas discovery including fracture simulation, flow testing and initial engineering and design work to connect to the Moomba gas discovery pipeline, corporate overheads and for general working capital purposes; and

• g) A voting exclusion statement has been included in the Notice of General Meeting.

As a separate matter, the Company seeks Shareholder approval for the proposed issue of Shares under the Placement to Directors (see Resolution 2 below).

(e) Directors’ Recommendation

The Directors believe that the ratification of this issue of the Placement Shares and the refresh of the 25% capacity under Listing Rules 7.1 and 7.1A is beneficial to the Company. The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1.

Resolution 2 Approval of participation of Directors in the Placement

(a) Purpose of resolution

The purpose of this resolution is to authorise the Company to issue ordinary fully paid shares to the Directors under the Placement ( Additional Placement Shares ). The Directors have applied for a total of 10,694,445 Additional Placement Shares, to raise an additional $385,000. The issue of the Additional Placement Shares is subject to obtaining the approval of Shareholders.

(b) General information

Listing Rule 10.11 prohibits a listed company from issuing equity securities to Directors and their associates without first obtaining Shareholder approval (subject to certain exceptions). The Additional Placement Shares are equity securities.

The Company is seeking shareholder approval by way of an ordinary resolution to have the ability to issue the Additional Placement Shares to the Directors.

The Directors and Management of the Company have committed a total of $667,000 which comprises $385,000 raised under the Placement and a further $282,000 under the SPP. In the case of participation by Directors in the Placement, this is subject to Shareholder approval.

The issue of Shares to Directors under the SPP is not subject to obtaining Shareholder approval, since this is a specific exception to Listing Rule 10.11. Essentially this exception permits the Directors to participate in share purchase plans on the same basis as all other Shareholders.

Vintage Energy | Notice of Meeting

This approval will also refresh the Company's existing placement capacity.

(c) Description of Listing Rule 10.11

(i) Shareholder approval

The ability to issue Shares to Directors is subject to Shareholder approval by way of an ordinary resolution at a general meeting, or another relevant exception applying.

(ii) Notice requirements

The notice of meeting to obtain Shareholder approval for purposes of Listing Rule 10.11 must comply with Listing Rule 10.13, which sets out specific information to be provided to Shareholders.

(d) Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the below information is provided in relation to the approval of the issue of the Additional Placement Shares to Directors:

• (i) The names of each of the Directors seeking approval for the issue of the Additional Placement Shares, and the number of Shares for which they have applied, is specified below:

Name	Number of Additional Placement Shares
Reg Nelson	4,083,333
Ian Howarth	3,305,556
Neil Gibbins	3.305.556

• (ii) The Additional Placement Shares will be issued no later than 1 month after the date of this Meeting.

• (iii) The Additional Placement Shares will be issued at an issue price of $0.036 each (the same issue price at which the Placement Shares were issued to institutional and sophisticated/professional investors). The maximum consideration which the Company will receive for the issue of the Additional Placement Shares is $385,000.

• (iv) The funds raised by the issue of the Additional Placement Shares will be primarily used to advance the Company's Vali gas discovery including fracture simulation, flow testing and initial engineering and design work to connect to the Moomba gas discovery pipeline, corporate overheads and for general working capital purposes.

• (v) The issue of the Additional Placement Shares is not intended to remunerate or incentivise the Directors. As noted above the Directors have applied for the Additional Placement Shares on the same price and other terms as the third parties who applied for the Placement Shares, apart from the requirement for Shareholder approval for the issue of the Additional Placement Shares.

• (vi) The Directors have applied for the Additional Placement Shares under a standard application form, under which they have applied, and agreed to pay, for the Additional Placement Shares at the issue price of $0.036 each. The participation of the Directors in the SPP is not conditional on the issue of the Additional Placement Shares.

• (vii) A voting exclusion statement is included in the Notice.

(e) Directors’ Recommendation

As the Directors other than Nick Smart have an interest in Resolution 2, they have refrained from making any recommendation as to how Shareholders should vote. Nick Smart being the only Director that does not have an interest in Resolution 2, recommends that Shareholders vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2.

Vintage Energy | Notice of Meeting

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ONLINE SHAREHOLDERS’ MEETING GUIDE 2020

Attending the Shareholders’ Meeting electronically

If you choose to participate online, you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time and you will need to either:

• a) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

• b) Visit web.lumiagm.com/339352527 on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 339-352-527 To login you must have your shareholder number and postcode You will be able to log into the site from 10:30AM (ACST), 29th June 2020.

Using the Lumi AGM app:

CREDENTIALS

ACCESS

NAVIGATION

Once you have navigated to the meeting, via either the app or web page.

You will then be required to enter your: a) Shareholder Number; and b) Postcode.

Or, if you have been appointed as a proxy, you will need to obtain your login credentials from the registrar by contacting Automic by email at meetings@automicgroup.com.au or by phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

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To register as a shareholder, select ‘ I am a shareholder/proxy ’ and enter your username and password.

If you are a visitor, select ‘ I am a guest ’

As a guest, you will be prompted to complete all the relevant fields including, first name, last name and email address.

Please note, visitors will not be able to ask questions or vote at the meeting.

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When successfully authenticated, the info screen will be displayed. You can view company information, ask questions and watch the webcast.

If you would like to watch the webcast press the broadcast icon at the bottom of the screen.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

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VOTING

VOTING

VOTING

The chairman will open voting on all resolutions at the start of the meeting. Once the voting has opened, the polling icon will appear on the navigation bar at the bottom of the screen. From here, the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received. For - Vote received

To change your vote, simply select another direction.

Once the chairman has opened voting, voting can be performed at anytime during the meeting until the chairman closes the voting on the resolutions.

You will still be able to send messages and view the webcast whilst the poll is open.

If you wish to cancel your vote, please press Cancel

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QUESTIONS

QUESTIONS

Any shareholder or appointed proxy attending the meeting is eligible to ask questions.

If you would like to ask a question, select the messaging icon

Messages can be submitted at any time during the Q&A session up until the Chairman closes the session.

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Click in the box marked ‘Ask a question’ and type your message.

Once you are happy with your message click the submit button.

Questions sent via the Lumi AGM online platform will be moderated before being sent to the chairman. This is to avoid repetition and remove any inappropriate language.

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Remote entry to the Vintage Energy Ltd Shareholders’ Meeting will open at 10:30AM (ACST), 29th June 2020.

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web.lumiagm.com