To Shareholders and, for information purposes only, to holders of options and warrants

Dear Shareholders

NOTICE OF 2018 ANNUAL GENERAL MEETING (“AGM”)

 

  • Introduction

 

The AGM will take place at the registered office of United Oil & Gas Plc (the “Company“), 200 Strand, London WC2R 1DJ at 2:00 p.m. on 25 June 2018. Notice of the AGM (the “Notice“) is set out at the end of this letter. This letter provides you with an explanation of the resolutions to be considered at the AGM, which are contained in the Notice, and is accompanied by the audited accounts of the Company for the year ended 31 December 2017.

 

  • Matters for consideration at the AGM

 

Ordinary Business

Resolution 1 To receive and adopt the Directors’ report and financial statements for the year ended 31 December 2017, together with the Auditors’ report thereon

The board of directors of the Company (“Board“) recommends the receiving and adopting of the accounts for the year ended 31 December 2017, together with the reports of the Directors and the Auditors.

Resolution 2 Re-election of Director

The Board recommends the re-election of Brian Larkin who retires by rotation in accordance the Company’s articles of association (“Articles“).

Resolution 3 Re-election of Director

The Board recommends the re-election of Jonathan Leather who retires by rotation in accordance with the Articles.

Resolution 4 Re-election of Director

The Board recommends the re-election of Alberto Cattaruzza who retires by rotation in accordance with the Articles.

Resolution 5 Re-election of Director

The Board recommends the re-election of Graham Martin who retires by rotation in accordance with the Articles.

Resolution 6 Auditors’ re-appointment and remuneration

The resolution relating to the Auditors’ reappointment and remuneration is usual business for the AGM.

Special Business

Resolution 7 Directors’ authority to allot shares

This is an ordinary resolution granting general authority to the directors of the Company (“Directors“) to allot new ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares“) up to the threshold described in Resolution 7 for the purposes of, or in connection with the exercise of rights pursuant to, the 41,303,126 outstanding and unexercised warrants previously issued by the Company in relation to fundraisings it has previously undertaken (as detailed in paragraph 5.1 of the prospectus published by the Company on 30 April 2018 (the “Prospectus“)) and the 14,633,500 outstanding and unexercised options granted to certain Directors (as detailed in paragraph 6.1 of the Prospectus) and any additional options which may be granted to the Directors and/or employees of the Company provided that such aggregate number of options granted by the Company to Directors and/or employees does not exceed 10 per cent. of the total issued share capital of the Company from time to time (together, the “Warrants and Options“). Resolution 7 proposes to authorise the Board to allot and issue Ordinary Shares or grant rights to subscribe for or to convert any securities into Ordinary Shares solely in respect of the Warrants and Options up to an aggregate nominal amount of £704,099.79 such authority to expire at the next annual general meeting of the Company or fifteen months after the passing of this resolution, whichever date is the earlier.

Resolution 8 Directors’ additional authority to allot shares

This is an ordinary resolution granting general authority to the Directors to allot Ordinary Shares in the capital of the Company up to the threshold described in Resolution 8, which is in addition to the general authority described in Resolution 7. The Board may only allot Ordinary Shares or grant rights to subscribe for, or convert any security into, Ordinary Shares if authorised to do so by Shareholders. Resolution 8 proposes to authorise the Board to allot and issue Ordinary Shares or grant rights to subscribe for or to convert any securities into Ordinary Shares, in addition to the authority proposed in Resolution 7, up to an aggregate nominal amount of £970,228.44 such authority to expire at the next annual general meeting of the Company or fifteen months after the passing of this resolution, whichever date is the earlier. This amount represents approximately one-third of the Company’s issued ordinary share capital as at the date of the Notice.

Resolution 9 Disapplication of pre-emption rights

The Companies Act 2006 (the “CA 2006“) requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this approval also be renewed for the same period as the authority under Resolution 7. The Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued in connection with the Warrants and Options up to a nominal amount of Ordinary Shares equal to £704,099.79.

Resolution 10 Further disapplication of pre-emption rights

As stated above, the CA 2006 requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this approval also be renewed for the same period as the authority under Resolution 8. Apart from rights issues or any other pre-emptive offer concerning equity securities, and in addition to the authority being sought under Resolution 9, the Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued up to a nominal amount of Ordinary Shares equal to £582,137.06. This amount represents approximately 20 per cent. of the Company’s issued ordinary share capital as at the date of the Notice. Resolution 10 also seeks disapplication of pre-emptive rights on a rights issue or other pre-emptive offer so as to allow the Board to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders or entitlements to fractions.

The Board considers that the authority proposed in Resolution 10 is necessary to allow it to move quickly from time to time as it deems appropriate without further recourse to Shareholders. The Board does not have any intention at the present time of exercising such power.

Resolution 11 Shorter notice period for calling general meetings

The Articles allow the Company to call general meetings other than an annual general meeting and a general meeting convened for the passing of a special resolution or a resolution of which special notice has been given to the Company on 14 clear days’ notice without obtaining Shareholder approval. The CA 2006 allows Shareholders to approve a shorter notice period for general meetings, notwithstanding that such meetings may be convened for the passing of a special resolution or a resolution of which special notice has been given, which cannot be less than 14 clear days. Therefore, in order to allow the Company to call general meetings on 14 clear days’ notice, this Resolution seeks Shareholder approval.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the best interests of the Company and Shareholders as a whole. If given, the approval will be effective until the Company’s next annual general meeting, when it is intended that a similar resolution will be proposed.

 

  • Form of Proxy

 

Whether you intend to attend the AGM or not, please complete and return the accompanying Form of Proxy to the Company’s registrars (“Registrars“), Share Registrars Limited, The Courtyard, 17 West Street, Farnham GU9 7DR so as to be received no later than 2:00 p.m. on 21 June 2018. By doing so, you will not preclude yourself from attending and voting in person at the AGM.

Shareholders can vote online by visiting the Company’s website at www.uogplc.com or the Registrars’ website at www.shareregistrars.uk.com. Shareholders may access the Registrars’ Portal either directly on the Registrars’ website or through the link available on the Company’s website, following which you must register. For security reasons, registration is a two-stage authentication process. Once registered, Shareholders will be able to vote via this platform.

 

  • Recommendation

 

The Board considers each of the proposed resolutions to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the resolutions as they intend to do in respect of their own holding of Ordinary Shares which, in aggregate, amounts to 16,045,265 Ordinary Shares, representing approximately 5.51 per cent. of the issued share capital of the Company.

Please let me take this opportunity to thank all Shareholders for their continued support.

Yours faithfully

 

Graham Martin

Non-Executive Chairman

United Oil & Gas Plc

 

NOTICE OF GENERAL MEETING

 

United Oil & Gas Plc

(Incorporated and registered in England and Wales with company number 09624969)

 

Notice is hereby given that the 2018 annual general meeting (“AGM“) of United Oil & Gas Plc (the “Company“) will be held at 200 Strand, London WC2R 1DJ at 2:00 p.m. on 25 June 2018 for the following purposes:

Ordinary Business

To consider and, if thought fit, pass the following resolutions which will be passed as ordinary resolutions:

  1. TO receive and adopt the Directors’ report and financial statements for the year ended 31 December 2017, together with the Auditors’ report thereon.
  2. TO re-elect Brian Larkin as a Director.
  3. TO re-elect Jonathan Leather as a Director.
  4. TO re-elect Alberto Cattaruzza as a Director.
  5. TO re-elect Graham Martin as a Director.
  6. TO re-appoint UHY Hacker Young LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before Shareholders and to authorise the Directors to determine the remuneration of the auditors.

Special Business

To consider and, if thought fit, pass the following resolution which will be passed as an ordinary resolution:

  1. THAT, in accordance with section 551 of the Companies Act 2006 (the “Act“), the directors of the Company (“Directors“) be generally and unconditionally authorised to exercise all the powers of the Company to allot in aggregate up to: (i) £413,031.26 (equal to approximately 14.2 per cent. of the nominal value of the issued share capital of the Company as at the date of this Notice) in nominal value of ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares“) (including any rights for Ordinary Shares) for the purposes of, or in connection with the exercise of rights pursuant to, the warrants issued to certain persons in relation to fundraisings previously undertaken by the Company (as more fully detailed in paragraph 5.1 of the prospectus published by the Company on 30 April 2018 (the “Prospectus“)) (the “Warrants“); and (ii) £291,068.53 (equal to approximately 10 per cent. of the nominal value of the issued share capital of the Company as at the date of this Notice) in nominal value of Ordinary Shares (including any rights for Ordinary Shares) for the purposes of, or in connection with the exercise of rights pursuant to, the options granted to certain Directors (as detailed in paragraph 6.1 of the Prospectus) and any additional options which may be granted to Directors and/or employees of the Company provided that such aggregate number of options granted by the Company to Directors and/or employees does not exceed 10 per cent. of the total issued share capital of the Company from time to time (the “Options“); provided that this power shall expire at the commencement of the next annual general meeting held by the Company or fifteen months after the passing of this resolution, whichever date is earlier, save that the Company shall be entitled to make offers or agreements in connection with the Warrants and/or the Options before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to such offers or agreements as if this authority had not expired.

All unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

To consider and, if thought fit, pass the following resolution which will be passed as an ordinary resolution:

  1. THAT, in accordance with section 551 of the Act, the Directors be and they are generally and unconditionally authorised to exercise all the powers of the Company to allot Ordinary Shares and to grant rights to subscribe for, or to convert any security into, Ordinary Shares (“Rights“) up to an aggregate nominal amount of £970,228.44 (equal to approximately one-third of the nominal value of the issued share capital of the Company as at the date of this Notice), provided that this power shall expire at the commencement of the next annual general meeting held by the Company or fifteen months after the passing of this resolution, whichever date is earlier, save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require Ordinary Shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot Ordinary Shares and grant Rights pursuant to such offers or agreements as if this authority had not expired.

All unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

To consider and, if thought fit, pass the following resolution which will be passed as a special resolution:

  1. THAT the Directors may allot equity securities (within the meaning of section 560 of the Act) for the purpose of Resolution 7 as if section 561 of the Act and any pre-emption rights in the articles of association of the Company (“Articles“) (including rights for equity securities or the sale of equity securities from treasury) did not apply including any arrangements in connection with any issue of equity securities as they deem necessary or expedient to deal with: (i) equity securities representing fractional entitlements and (ii) legal or practical problems in the laws of any territory, or (iii) the requirements of any regulatory body, on the basis that this authority shall expire on the expiry of the authority conferred by Resolution 7, save that the Directors shall be entitled to make an offer or agreement which would or might require equity securities to be issued pursuant to restrictions (i) through (iii) above (inclusive) before the expiry of such power, and the Directors shall be entitled to issue or sell from treasury the equity securities pursuant to any such offer or agreement after that expiry date.

To consider and, if thought fit, pass the following resolution which will be passed as a special resolution:

  1. THAT, subject to the passing of Resolution 8, the Directors be empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to the general authority conferred by Resolution 8, or by way of a sale of treasury shares, for cash as if section 561 of the Act and any pre-emption rights in the Articles did not apply to any such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:
  1. in connection with a rights issue to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
  2. otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £582,137.06 (equal to approximately 20 per cent. of the nominal value of the issued share capital of the Company as at the date of this Notice),

and such power shall expire on the expiry of the authority conferred by Resolution 8, save that the Directors shall be entitled to make offers or agreement before the expiry of such power which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

All previous authorities to allot shares, whether on a non pre-emptive basis or otherwise, to the extent unused, shall be revoked.

  1. To consider and, if thought fit, pass the following resolution which will be passed as a special resolution:

THAT, subject to the Articles as in force from time to time, a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days’ notice.

 

By order of the Board:

Brian Larkin

Company Secretary

Dated: 30 May 2018

Registered office:

200 Strand

London

WC2R 1DJ

 

NOTES

  1. Information about this meeting is available from the Company’s website: www.uogplc.com.
  2. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares, in which case you should specify the number of shares in respect of which each proxy is entitled to exercise their rights. You may not appoint more than one proxy to exercise the rights attached to any one share. A corporate member is also entitled to authorise a person or persons to act as its representative or representatives at the meeting with the entitlement to exercise on behalf of the member the same powers as the member could exercise, if it were an individual member of the Company.
  3. A form of proxy is enclosed for use at the above meeting. Completion and return of the form of proxy will not prevent a member from attending the meeting and voting in person. To be effective, the form of proxy, duly executed, must be lodged at the address shown on the form of proxy not later than 48 hours before the time of the meeting.
  4. The right to vote at the meeting is determined by reference to the Company’s register of members (“Register”) as at 2:00 p.m. on 21 June 2018. Changes to entries on the register after that time will be disregarded in determining the rights of any member to attend and vote at the meeting.
  5. It is possible for you to submit your proxy votes online. Further information on this service can be seen below under the heading “Shareholder Information”.
  6. As at 5.00 p.m. on 29 May 2018, being the latest practicable date prior to the publication of this Notice, the Company’s issued share capital comprised 291,068,531 ordinary shares of £0.01 each. Each ordinary share carries the right on a poll to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on 29 May 2018 is 291,068,531. Voting on the resolutions will be conducted by way of a show of hands.
  7. As a member, you have the right to put questions at the meeting relating to the business being dealt with at the meeting. Any joint holder may vote at the meeting, either personally or by proxy, and if more than one holder is present the one whose name stands first in the Register shall be entitled to vote.
  8. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“CA 2006”) to enjoy information rights (a “Nominated Person”) may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
  9. The statement of the rights of members in relation to the appointment of proxies in notes 2 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.
  10. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
  11. In order for a proxy appointment made or instructions by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent ID (7RA36) by the latest time for the receipt of proxy appointments specified in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
  12. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
  14. The Directors service contracts and letters of appointment (as applicable) with the Company will be available for inspection for at least 15 minutes prior to the meeting and during the meeting.
  15. Under section 338 of the CA 2006, members may require the Company to give, to members of the Company entitled to receive this Notice, notice of a resolution which may properly be moved and is intended to be moved at the meeting. Under section 338A of that Act, members may require the Company to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business.
  16. In accordance with section 311A of the CA 2006, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice will be available on the Company’s website: www.uogplc.com
  17. You may not use any electronic address provided either in this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

 

SHAREHOLDER INFORMATION

Electronic voting

The Company actively encourages shareholders to cast their vote electronically. You can do so by visiting www.uogplc.com or www.shareregistrars.uk.com and following the online instructions. Through either website Shareholders will be able to access the Registrars’ Portal, on which they will be able to register to be able to vote. For security reasons, registration is a two-stage authentication process. Once registered, Shareholders will be able to vote online via the platform. Alternatively, shareholders can submit their completed Form of Proxy electronically by emailing the same to proxies@shareregistrars.uk.com.