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VINTAGE ENERGY LTD Proxy Solicitation & Information Statement 2022

Feb 7, 2022

65998_rns_2022-02-07_64869002-e8c3-49a5-bc93-efd328393fbd.pdf

Proxy Solicitation & Information Statement

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ACN 609 200 580

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

TIME 10:00am (ACDT)
DATE 18 March 2022
Place At 58 King William Road, Goodwood,
South Australia and virtually

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 as a hybrid meeting so that shareholders may either attend at 58 King William Road, Goodwood, South Australia on 18 March 2022 at 10:00am (ACDT) or virtually on an online platform. Details of how to participate virtually are set out in the Registration and Voting Guide

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

The Company intends to hold this General Meeting ( GM ) as a hybrid meeting, in a manner that is consistent with the Treasury Laws Amendments (2001 Measures No. 1) Act 2021, so that shareholders can attend either:

  • in person at 58 King William Road, Goodwood, South Australia; or

  • virtually, using the instructions set out in the Online Shareholders' Meeting Guide attached to this Notice of Meeting.

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

https://us02web.zoom.us/webinar/register/WN_gnSeO0KnQhioEFCsSqxMKg 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 and South Australian Governments and has taken these steps in the interests of the health and safety of its shareholders, employees, and the broader community.

Given the uncertainty surrounding the COVID-19 pandemic, by the time of the GM, circumstances may have changed but this Notice is given based on circumstances as at 7 February 2022. Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://www.vintageenergy.com.au/asx.html. Shareholders are urged to monitor the ASX announcements platform and the Company's website.

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.

To vote in person, attend the GM on the date and at the place set out above.

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 Virtual Meeting Registration and Voting Guide attached to this Notice of Meeting. Shareholders with multiple holdings will either need to log in 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 10:00am (ACDT) on 16 March 2022. 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

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 16 March 2022. The Company will also provide shareholders with the opportunity to ask questions during the meeting. For those attending virtually, 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.

Virtual 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 [https://investor.automic.com.au/#/home] and then clicking on “register” and following the prompts. Shareholders will require their SRN or HIN holder number to create an account with Automic.

Vintage Energy | Notice of Meeting

To access the virtual meeting on the day:

  1. Open your internet browser and go to https://investor.automic.com.au/#/home

  2. 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.

  3. 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.

  4. Click on “register” and follow the steps

  5. 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 | Notice of Meeting

Agenda

Approve the issue of warrants and ratify placement shares to refresh Company's placement ability

As foreshadowed in the Company's recent releases concerning its placement and share purchase plan and loan facility with Pure Asset Management Pty Ltd (ACN 616 178 771) in its capacity as trustee for The PURE Resources Fund (ABN 58 252 076 178) ( PURE ), the Company seeks Shareholder approval for the following purposes:

  • (a) to approve the issue of warrants to PURE; and

  • (b) to approve the Company's recent placement in order to refresh the Company's placement ability.

Resolution 1 Approval of issue of warrants under ASX Listing Rule 7.1

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 58,823,529 warrants to Pure Asset Management Pty Ltd (ACN 616 178 771) in its capacity as trustee for The PURE Resources Fund (ABN 58 252 076 178) ( PURE ) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: In accordance with ASX 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 (namely PURE) 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 case 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 2 Ratification of previous issue of ordinary shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 100,000,000 ordinary fully paid shares on 20 December 2021 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: In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of a person who participated in the issue and any person who will obtain a material benefit as a result of the 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.

Vintage Energy | Notice of Meeting

However, this does not apply to a vote case 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.

BY ORDER OF THE BOARD

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Simon Gray

Company Secretary 7 February 2022

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 10:00am (ACDT).

Voting virtually on the day of the meeting

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 as soon as possible so that it is received no later than 10:00 am (ACDT) on 16 March 2022 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 2001 (Cth), 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 16 March 2022.

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 General Meeting. The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

Resolution 1 Approval of issue of warrants under ASX Listing Rule 7.1

General

On 6 December 2021, the Company announced that it had signed a binding term sheet with Pure Asset Management Pty Ltd (ACN 616 178 771) in its capacity as trustee for The PURE Resources Fund (ABN 58 252 076 178) ( PURE ) to secure a $10 million (2 tranches of $5 million each) loan facility ( Loan Facility ) to form part of the funding of the initial capital requirements of the Vali Field over the next two years. Among other things, the Company advised that warrants for the amount of the loan funds provided by PURE will be issued to PURE, subject to shareholder approval.

Under Resolution 1, the Company is seeking shareholder approval of the proposed issue of up to 58,823,529 warrants pursuant to ASX Listing Rule 7.1 ( Warrants ).

ASX Listing Rule 7.1

Broadly speaking, subject to certain exceptions prescribed under the ASX Listing Rules, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval over any 12-month period to 15% of the total of the number of shares the company had on issue at the start of the 12 month period.

The issue of the Warrants contemplated by Resolution 1 does not fit within any of the exceptions in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. Accordingly, shareholders are being asked to approve the issue of the Warrants under ASX Listing Rule 7.1.The effect of this Resolution will be to allow the Company to issue the Warrants without using the Company’s 15% placement capacity.

If the full $10 million is drawn down under the Loan Facility, it will result in the issue of 58,823,529 Warrants. If all the Warrants are exercised without adjustment then that will result in the issue of 58,823,529 ordinary shares to PURE representing 7.88% of the Company's issued share capital on a fully diluted basis assuming no further equity issues occur prior to exercise.

If Resolution 1 is passed, it will permit the Company to proceed with the issue of the Warrants no later than 3 months after the date of the meeting (or such longer period as allowed by the ASX). In addition, the issue of the Warrants will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under ASX Listing Rule 7.1. If Resolution 1 is not passed, the Company:

  • will be unable to proceed with the issue of the Warrants until such time as the Company has sufficient capacity under its placement capacity to issue the Warrants; and

  • if the Warrants are not issued by 31 March 2022, the Company must pay to PURE the full economic value of the Warrants determined through a Black Scholes option pricing model (approximately $1.15 million based on the Company's share price as at 21 January 2022 of $0.086].

Summary of issue of Warrants under Resolution 1

For the purpose of ASX Listing Rule 7.3, the following information is provided:

  • (a) the Warrants will be issued to PURE (or its nominee);

  • (b) the maximum number of Warrants for which shareholder approval is being sought is 58,823,529 Warrants if the Loan Facility is fully drawn;

  • (c) the Warrants will be issued no later than 3 months after the date of the meeting or such later date as permitted by the ASX. It is intended that all of the Warrants will be issued on the same date;

  • (d) the Warrants will be issued for nil cash consideration, and in consideration for PURE making available the Loan Facility. The Company has not and will not receive any other consideration for the issue of the Warrants (other than in respect to the funds received on the exercise of the Warrants);

  • (e) the purpose of the issue of the Warrants is to satisfy the Company's obligations under the Loan Facility;

  • (f) a summary of the material terms of the Warrants is set out in Annexure 1 to this Notice; and

  • (g) a voting exclusion statement is included in the Notice of General Meeting.

Vintage Energy | Notice of Meeting

Directors' Recommendation

The Directors believe that the approval of the issue of the Warrants under ASX Listing Rule 7.1 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 Ratification of previous issue of ordinary shares

General information

On 20 December 2021, the Company issued 100,000,000 ordinary shares ( Placement Shares ) to institutional and sophisticated/professional investors ( 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.

Under Resolution 2, the Company is seeking shareholder ratification on the issue of the Placement Shares pursuant to ASX Listing Rule 7.4. Such approval will refresh the Company's ability to issue that number of securities under its 25% placement capacity in the future.

ASX Listing Rule 7.4

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:

  • the issue did not breach ASX Listing Rule 7.1; and

  • 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 or 7.1A 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 2 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, e.g. 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 2 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.

Specific information required by ASX Listing Rule 7.5

ASX 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) 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 (Cth). The Placement participants were existing contacts of the Company, clients of the joint lead managers, Taylor Collison Limited (ACN 008 172 450) and MST Financial Services Pty Limited (ABN 54 617 475 180) ( Joint Lead Managers ) and other parties, identified through a bookbuild process conducted by the Joint Lead Managers. None of the recipients of the Placement Shares are related parties of the Company ( Placement Recipients );

  • (b) The Placement Shares are fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares in the Company;

  • (c) 100,000,000 Placement Shares were issued on 20 December 2021;

Vintage Energy | Notice of Meeting

  • (d) The Placement Shares were issued at a price of $0.085 each for a total consideration of $8,500,000 before costs;

  • (e) The funds raised by the issue of the Placement Shares will be predominately used to fund exploration and appraisal activities, such as:

  • i) Odin-1 completion and tie in to the Vali-Bow/Beckler pipeline;

  • ii) exploration activities including 3D seismic and the drilling of two wells (one gas and one oil) in ATP 2021;

  • iii) drilling the Cervantes oil prospect in the Perth Basin, WA; and

  • iv) marketing and engineering studies related to the Nangwarry Field in the Otway Basin, SA;

  • (f) The Placement Shares were not issued under an agreement but as a term of the Placement offer subscribed for by the Placement Recipients; and

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

Directors' Recommendation

The Directors believe that the ratification of this issue of the Placement Shares and the refresh of the 25% capacity under ASX Listing Rules 7.1 and 7.1A is beneficial to the Company. The Directors unanimously recommend 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

ANNEXURE 1

SUMMARY OF TERMS OF WARRANTS

(Resolution 1)

WARRANTS WARRANTS
1.
Issue of Warrants
The Warrants must be issued as soon as the Company obtains shareholder
approval or has sufficient placement capacity, subject to drawn down under the
Loan Facility provided by PURE.
2.
Exercise Period
The period commencing on the date of the Warrant and expiring on the date that
is 12 months following the “Repayment Date” for the Loan Facility from PURE
being 48 months after draw down of the first tranche.
3.
Partial Exercise
PURE may exercise a Warrant in respect of all of the Warrant Shares or any
number of Warrant Shares equal to or greater than $1,000,000 divided by the
Exercise Price.
4.
Warrant Shares
The number of Warrant Shares will be calculated as the total Loan Amount/
Exercise Price.
The Loan Amount is the amount drawn down over 2 tranches of $5 million each
(for a maximum of $10 million) under the Loan Facility provided by PURE.
5.
Exercise Price
means the lower of the following per Warrant Share:
(a) $0.17; and
(b) if the Company makes an issue of Equity Securities (or a series of consecutive
issuances of Equity Securities in any period not exceeding 12 months) and the
Diluted Amount of those Equity Securities (in aggregate) exceeds 15% of the
number of shares on issue immediately before the announcement of the issue or
first issuances:
(i) the Adjusted Price; or
(ii) in the case of a series of issuances, the volume weighted Adjusted Price
in relation to those issuances.
6.
Equity Security
means:
(a) a share; or
(b) a convertible security.
but does not include a share or convertible security issued pursuant to an
employee or executive incentive plan.
7.
Diluted Amount
means:
(a) in relation to an issue of shares, the number of issued shares; and
(b) in relation to an issue of convertible securities:
the maximum number of shares that may be issued from the conversion of those
convertible securities into shares; or
(c) if the maximum number of shares cannot be determined until the time of
conversion, the maximum number of shares that would be issued if the convertible
securities were converted on the date of issue of the convertible securities (but
otherwise in accordance with the terms of the convertible securities).
8.
Adjusted Price
means an amount calculated in accordance with the following formula:
𝑨+𝑩
𝑪
where:
A = the market capitalisation of the Company on the trading day prior to the
announcement of the Equity Securities;
B = the number of Equity Securities the subject of the issue multiplied by their
issue price; and
C = the number of shares on issue immediately after the issue of Equity Securities
plus if the issued Equity Securities include convertible securities, the Diluted
Amount of those convertible securities.
If a share is issued pursuant to the exercise of an option, its issue price for the
purposes of parameter B above will be the exercise price of the option.
9.
Dividends and Voting
The Warrants do not confer on the Warrant holder:
(a) any entitlement to any dividends or other distributions by the Company; or
(b) any right to attend or vote at any general meeting of the Company.
10. Warrant not to be Quoted The Warrants shall not be listed for quotation on ASX or any other securities
exchange.
11. Participation in New Issues of
Shares
Warrant holders cannot participate in new issues of capital without first exercising
their warrant.

Vintage Energy | Notice of Meeting

12. Bonus Issue If the Company makes a bonus issue to shareholders, then the number of shares
over which a warrant is exercisable is increased by the number of shares the
holder would have received, had they exercised the warrant prior to the record
date for the bonus issue.
13. Pro-rata Issue If the Company makes a pro-rata issue of shares (except a bonus issue) to
shareholders, should a pro-rata issue not result in an adjustment to the exercise
price, the exercise price is adjusted in accordance with Listing Rule 6.22.2 (but
only if such adjustment would result in a reduction to the Exercise Price).
14. Reorganisation of Capital If there is a reorganisation of capital of the Company then the rights of Warrant
holder are changed to the extent necessary to comply with the ASX Listing Rules
applying to a reorganisation of capital at the time of the reorganisation.

Vintage Energy | Notice of Meeting

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[Vintage Energy Limited] | ACN [609 200 580]

Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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[HolderNumber]

Holder Number: [HolderNumber]

Your proxy voting instruction must be received by 10.00am (ACDT) on Wednesday, 16[th] March 2022, 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

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 investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise, if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the 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 the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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 percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.

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 a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. 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 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.

CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL: [email protected]

BY FACSIMILE: +61 2 8583 3040

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 General Meeting of Vintage Energy Limited, to be held at 10.00 am (ACDT) on Friday, 18[th] March 2022 at 58 King William Road, Goodwood, 5034 and virtually 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.

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Resolutions For Against Abstain

  1. Approval of issue of warrants under ASX Listing Rule 7.1

  2. Ratification of previous issue of ordinary shares

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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:
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