REG - Synergia Energy Ltd - AGM – Notice of Meeting

Synergia EnergyAnnouncement

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RNS Number : 7829F  Synergia Energy Ltd  03 November 2025

 

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RNS Announcement

 

3 November 2025

 

AIM: SYN

AGM - Notice of Meeting

 

Synergia Energy Ltd (Synergia Energy or the Company) advises that its Annual
General Meeting will be held on Friday, 28 November 2025 at 6pm AWST / 10am
GMT (Meeting) at Vigo Consulting, 78-79 New Bond Street, London, W1S 1RZ,
United Kingdom.

Attached is a copy of the Notice of Meeting and Proxy Form.

 

 

For and on behalf of Synergia Energy Limited

 

Luke Phillips

Company Secretary

 

For further information, please contact:

 

 Investor Enquires           Nominated Advisor and Joint Broker             Joint Broker

 Synergia Energy Ltd         SP Angel Corporate Finance LLP                 Novum Securities

 Briana Stayt                Stuart Gledhill / Richard Hail / Devik Mehta   Colin Rowbury

 Investor Relations                                                         Email:

 Email:                      Tel: +44 (0)20 3470 0470                       crowbury@novumsecurities.com

 bstayt@synergiaenergy.com   UK                                             Tel: +44 20 7399 9427

 Tel: +61 8 9485 3200                                                       UK

 Australia

 

 

3 November 2025

 

 

Dear Shareholder,

Synergia Energy Limited (Company) is convening its Annual General Meeting of
shareholders to be held on Friday, 28 November 2025 at 6pm AWST / 10am GMT
(Meeting) at the offices of Vigo Consulting, 78-79 New Bond Street, London W1S
1RZ, United Kingdom.

This Notice and Explanatory Statement are being made available to Shareholders
electronically (by email) and for those shareholders who have specifically
requested, the Company will dispatch physical copies of its Notice of Meeting.
Where the Company does not have a registered email address for shareholders,
the Notice of Meeting will be available for download from the Company's
website at https://www.synergiaenergy.com/ (https://www.synergiaenergy.com/)

A copy of our Proxy Form is enclosed for convenience. Proxy votes may be
lodged by any of the below methods:

 

 By Post:                                      By Fax                                By Mobile                                                    Online:

 Share Registry                                1800 783 447 (within Australia)       Scan the QR Code on your proxy form and follow the prompts   At www.investorvote.com.au (http://www.investorvote.com.au)   (Control

                                                            Number: 188449)
 Computershare Investor Services Pty Limited   +61 3 9473 2555 (outside Australia)

 GPO Box 242

 Melbourne VIC 3001

 Australia

All proxy forms must be lodged no later than 6pm (AWST) / 10am (GMT) on
Wednesday 26 November 2025 (being at least 48 hours before the Meeting).

All forms of instruction must be lodged no later than 2pm (GMT) on Tuesday 25
November 2025. All meeting resolutions will be voted upon by poll.
Shareholders who intend to participate and vote on a poll at the Meeting must
attend the meeting in person.

Shareholders who do not wish to vote during the Meeting are encouraged to
appoint the Chair as proxy head of the Meeting. Shareholders can complete the
proxy form provided and give specific instructions on how their vote is to be
exercised on each item of business and the Chair must follow these
instructions. Instructions on how to complete the proxy form are set out in
the Notice.

Annual Report

Annual Reports are available in PDF format at the Investors/Financial Reports
section of the Company's website at: https://www.synergiaenergy.com/
(https://www.synergiaenergy.com/) . Physical copies will be dispatched to
those shareholders who have specifically requested a physical copy of the
Annual report.

You may elect to receive meeting-related documents, or request a particular
one, in electronic or physical form and may elect not to receive annual
reports. To do so, please contact Computershare.

 

Yours Sincerely

 

 

Luke Phillips

Company Secretary

Synergia Energy Limited

 

 

ACN 078 652 632

Notice of Annual General Meeting

Friday, 28 November 2025 at 10.00am London (GMT) 6.00pm Perth (AWST)

at

Vigo Consulting

78-79 New Bond Street, London, W1S 1RZ, United Kingdom

 

Important: This Notice of Meeting should be read in its entirety. If
Shareholders are in doubt as to how they should vote, they should seek advice
from their professional advisers prior to voting. Should you wish to discuss
the matters in this Notice of Meeting, please do not hesitate to contact the
Company Secretary on +61 8 9485 3200.

 

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
Synergia Energy Ltd (ACN 078 652 632) (Company) will be held at Vigo
Consulting, 78-79 New Bond Street, London, W1S 1RZ, United Kingdom on Friday,
28 November 2025 at 10.00am (GMT) / 6:00pm (AWST) to conduct the business set
out below.

The Explanatory Memorandum should be read in conjunction with this Notice of
Meeting.

VOTING ELIGIBILITY

In accordance with regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the Company has determined that the shareholding of each person, for
the purposes of determining entitlements to attend and vote at the Meeting,
will be the shareholding of that person set out in the Company's register as
at 10.00am (GMT) / 6:00pm (AWST) on Wednesday, 26 November 2025. Accordingly,
transactions registered after this time will be disregarded in determining
entitlements to attend and vote at the Meeting.

To vote in person, you must attend the Meeting at the time, date and place set
out above.

To vote by proxy, please complete, sign and return the enclosed Proxy Form by
the time, and in accordance with the instructions, set out on the Proxy Form.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting
but are not entitled to vote at the Meeting. For their votes to be counted, DI
Holders must either:

·     submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or

·     complete, sign and return the enclosed Form of Instruction to the
Depositary,

by 2.00pm (GMT) on 25 November 2025. DI Holders who are CREST members and who
wish to issue an instruction through the CREST electronic voting appointment
service may do so by using the procedures described in the CREST Manual
(available from https://my.euroclear.com/euilegal.html
(https://my.euroclear.com/euilegal.html) ). 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 services
provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK &
International Limited (EUI) and must contain the information required for such
instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the UK Depositary must, in order to
be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50)
no later than 2.00pm (GMT) on 25 November 2025. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied
to the CREST Voting Instruction by the CREST applications host) from which the
issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.

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 transmission of CREST Voting Instructions.
It is the responsibility of each 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 the CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that
a CREST Voting Instruction is transmitted by means of the CREST service by any
particular time. In this regard, 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.

The Company may treat as invalid a CREST Voting Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

The entitlement of DI Holders to vote at the Meeting, and the number of votes
which may be cast by DI Holders thereat, will be determined by reference to
the Depositary Interest Register at close of business on 24 November 2025.
Changes to entries on the Depositary Interest Register after that time shall
be disregarded.

BUSINESS OF THE MEETING

Financial and other reports

To receive and consider the Financial Report, together with the declaration of
the Directors, the Directors' Report (including the Remuneration Report) and
the Auditor's Report for the financial year ended 30 June 2025.

In compliance with section 315 of the Corporations Act, these reports are
available in PDF format at the "Financial Reports" section of the Company's
website at https://www.synergiaenergy.com/investors/financial-reports
(https://www.synergiaenergy.com/investors/financial-reports) . If you wish to
receive hard copies of these reports, please send a written request to the
Company Secretary at PO Box 255, West Perth, Western Australia 6872.

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following Resolution as a
non-binding Ordinary Resolution:

"That, for all purposes, approval is given for the adoption of the
Remuneration Report as contained in the Company's Annual Report for the
financial year ended 30 June 2025."

Note: The votes on this Resolution are advisory only and do not bind the
Directors or the Company.

Voting exclusion

The Company will disregard any votes cast on the Resolution:

·        by or on behalf of a member of Key Management Personnel as
disclosed in the Remuneration Report; and

·        by or on behalf of a Closely Related Party of a member of Key
Management Personnel; and

·        as a proxy by a member of Key Management Personnel or a
Closely Related Party of such member.

However, the Company need not disregard a vote on this Resolution if:

·        a person as proxy or attorney for a person who is entitled to
vote on this Resolution, votes in accordance with directions given to the
proxy or attorney to vote on this Resolution in that way; or

·        the Chair as proxy or attorney for a person who is entitled
to vote on this Resolution, votes in accordance with a direction given to the
Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary votes provided the
following conditions are met:

o    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 this Resolution; and

o    the holder votes on this Resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.

Voting prohibition

A vote on this Resolution must not be cast by or on behalf of a member of the
Key Management Personnel whose remuneration details are included in the
Remuneration Report, or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf
of a person who is excluded from voting on this Resolution, and:

·        the person is appointed as proxy by writing that specifies
the way the proxy is to vote on this Resolution; or

·        the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on this Resolution, but
expressly authorises the Chair to exercise the proxy even if this Resolution
is connected with the remuneration of a member of the Key Management
Personnel.

Resolution 2 - Re-election of Mr Andrew Darbyshire as a Director

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

"That, for the purposes of Article 6.3(j) of the Constitution and for all
other purposes, Mr Andrew Darbyshire, who was appointed as Director on 4
February 2025, retires, and, being eligible, is re-elected, as a Director on
the terms and conditions set out in the Explanatory Memorandum."

Resolution 3 - Re-election of Mr Peter Schwarz as a Director

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

"That, for the purposes of Articles 6.3(b)(ii) and 6.3(f) of the Constitution
and for all other purposes, Mr Peter Schwarz retires, and, being eligible, is
re-elected, as a Director on the terms and conditions set out in the
Explanatory Memorandum."

Resolution 4 - Re-election of Mr Mark Bolton as a Director

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

"That, for the purposes of Articles 6.3(c) and 6.3(f) of the Constitution and
for all other purposes, Mr Mark Bolton retires, and, being eligible, is
re-elected, as a Director on the terms and conditions set out in the
Explanatory Memorandum."

OTHER BUSINESS

In accordance with Section 250S(1) of the Corporations Act, Shareholders are
invited to ask questions about or make comments on the management of the
Company and to raise any other business which may lawfully be brought before
the Meeting.

By order of the Board

 

 

Luke Phillips

Company Secretary

3 November 2025

 

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of
Shareholders in connection with the business to be conducted at the Annual
General Meeting to be held at Vigo Consulting, 78-79 New Bond Street, London,
W1S 1RZ, United Kingdom on Friday, 28 November 2025 at 10.00am (GMT) / 6:00pm
(AWST).

This Explanatory Memorandum should be read in conjunction with the
accompanying Notice of Meeting.

Financial and other reports

Section 317 of the Corporations Act requires the Directors of the Company to
put before the Annual General Meeting the Financial Report, Directors' Report
(including the Remuneration Report), declaration of the Directors and the
Auditor's Report for the financial year that ended before the Annual General
Meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be
provided with a reasonable opportunity to ask questions or make statements in
relation to the reports mentioned above but no formal Resolution to adopt the
reports will be put to Shareholders at the Annual General Meeting (save for
Resolution 1 in respect of the adoption of the Remuneration Report).

Shareholders will also be given a reasonable opportunity to ask the Company's
auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report. In addition to taking questions at the Annual
General Meeting, written questions to:

·        the Chair about the management of the Company; or

·        the Company's auditor about:

o    the preparation and content of the Auditor's Report;

o    the conduct of the audit;

o    accounting policies adopted by the Company in relation to the
preparation of the financial statements; and

o    the independence of the auditor in relation to the conduct of the
audit,

may be submitted no later than 5 business days before the Annual General
Meeting to the Company's registered office or via email to
synergiaenergy@synergiaenergy.com.

A copy of the Company's 2025 Annual Report is available in the "Financial
Reports" section of the Company's website at
https://www.synergiaenergy.com/investors/financial-reports
(https://www.synergiaenergy.com/investors/financial-reports) .

Resolutions

1.         Resolution 1 - Adoption of Remuneration Report
1.1           General

Section 250R of the Corporations Act provides that a listed company must put
the adoption of its remuneration report to vote at its annual general meeting.
Notwithstanding that the Company is not considered a listed company for the
purposes of section 250R of the Corporations Act and, accordingly, is not
required to put the adoption of the Remuneration Report to vote, it is seeking
Shareholder approval of the Remuneration Report at the Annual General Meeting
as a matter of good corporate governance. The Company will implement voting
exclusions and prohibitions in respect of Resolution 1 as though it was
required to put the adoption of the Remuneration Report to vote at the Annual
General Meeting under section 250R of the Corporations Act

The vote on Resolution 1 is advisory only and does not bind the Directors or
the Company. If Resolution 1 is not passed, the Directors will not be
prohibited from adopting the Remuneration Report or required to alter any of
the arrangements in the Remuneration Report.

The Remuneration Report is set out in pages 21 to 33 of the Company's 2025
Annual Report, which is available on the "Financial Reports" section of the
Company's website at:

https://www.synergiaenergy.com/investors/financial-reports
(https://www.synergiaenergy.com/investors/financial-reports) .

Section 250SA of the Corporations Act provides that the chair of a listed
company must allow a reasonable opportunity for its shareholders as a whole to
ask questions about or make comments on its remuneration report. The Company
will provide Shareholders with a reasonable opportunity to ask questions
concerning or make comments on the Remuneration Report at the Annual General
Meeting as a matter of good corporate governance, despite not being required
to do so under the Corporations Act.

The Directors will consider the outcome of the vote and comments made by
Shareholders on the Remuneration Report at the Meeting when reviewing the
Company's remuneration policies.

1.2           Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

·        If you appoint a member of the Key Management Personnel
(other than the Chair) whose remuneration details are included in the
Remuneration Report, or a Closely Related Party of such a member as your
proxy, then you must direct your proxy on how to vote on this Resolution.
Undirected proxies granted to these persons will not be voted and will not be
counted in calculating the required majority if a poll is called on this
Resolution.

·        If you appoint the Chair as your proxy (where the Chair is
also a member of the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of such a
member), then you do not need to direct your proxy on how to vote on this
Resolution. However, if you do not direct the Chair on how to vote, you must
mark the acknowledgement on the Proxy Form to expressly authorise the Chair to
exercise his or her discretion in exercising your proxy even though this
Resolution is connected directly or indirectly with the remuneration of Key
Management Personnel.

·        If you appoint any other person as your proxy, then you do
not need to direct your proxy on how to vote on this Resolution, and you do
not need to mark any further acknowledgement on the Proxy Form.

1.3           Additional information

The Board recommends that Shareholders vote in favour of Resolution 1.
Resolution 1 is a non-binding Ordinary Resolution. The Chair intends to
exercise all available proxies in favour of Resolution 1.

2.         Resolution 2 - Re-election of Mr Andrew Darbyshire as a Director
2.1           General

Article 6.2(b) of the Constitution provides that the Directors may appoint any
person as a Director if the appointment of that Director does not cause the
total number of Directors to exceed the maximum number specified by the
Constitution.

Article 6.3(i) of the Constitution provides that any Director appointed under
Article 6.2(b) of the Constitution may retire as a Director at the general
meeting of the Company immediately following their appointment and will be
eligible for re-election as a Director at that meeting.

Pursuant to Article 6.3(j) of the Constitution, a Director that does not
retire as a Director at the general meeting of the Company immediately
following their appointment must retire at the next annual general meeting of
the Company and will be eligible for re-election as a Director at that
meeting.

Mr Andrew Darbyshire was appointed as Synergia Energy Ltd's CFO on 4 November
2024 and as an Executive Director on 4 February 2025, pursuant to Article
6.2(b) of the Constitution. The Meeting is the general meeting of the Company
which immediately follows the appointment of Mr Darbyshire as Director.
Accordingly, Mr Darbyshire may retire, and is eligible for re-election as a
Director at the Meeting under Article 6.3(i) of the Constitution.
Notwithstanding that Mr Darbyshire may retire at the Meeting pursuant to
Article 6.3(i) of the Constitution, the Meeting is the annual general meeting
of the Company which immediately follows the appointment of Mr Darbyshire as
Director. Mr Darbyshire is, therefore, required to retire, and will be
eligible for re-election as a Director at the Meeting pursuant to Article
6.3(j) of the Constitution.

Pursuant to Article 6.3(j) of the Constitution, Mr Darbyshire retires, and,
being eligible, seeks to be re-elected as a Director at the Meeting.

2.2           Andrew Darbyshire Biography

Andrew qualified as a chartered accountant with Garbutt & Elliott in 2011,
and went on to work in audit for Grant Thornton. In 2014, Andrew joined Getech
Group plc, establishing their new finance team. In 2018, Andrew was appointed
to Getech's board and played an instrumental part in several acquisitions and
share placings. Andrew has a master's degree in Mathematics from the
University of York and is a fellow of the Institute of Chartered Accountants
in England and Wales.

2.3           Board Recommendation

The Board (excluding Mr Darbyshire) recommends that Shareholders vote in
favour of Resolution 2. Resolution 2 is an Ordinary Resolution. The
Chairperson intends to exercise all available proxies in favour of Resolution
2.

3.         Resolution 3 - Re-election of Mr Peter Schwarz as Director
3.1           General

Article 6.3(b) of the Constitution provides that a Director must retire from
office no later than the longer of:

(i)            the third annual general meeting of the Company; or

(ii)           3 years following that Director's last election or
appointment.

Pursuant to Article 6.3(f) of the Constitution, a Director who retires under
Article 6.3(b) of the Constitution is eligible for re-election as a Director.
The Company considers that the requirement for Director retirement under
Article 6.3(b) of the Constitution prevails over, and operates separately, and
in addition, to, any other requirement for Director retirement that is set out
in Article 6.3 of the Constitution. However, Article 6.3(a) of the
Constitution provides that the Chief Executive Officer is not required to
retire as a Director under Article 6.3(b).

Mr Peter Schwarz was last elected as a Director at the annual general meeting
of the Company held on 23 November 2022. The Meeting is the third annual
general meeting of the Company following the last election of Mr Schwarz as
Director. Accordingly, Mr Schwarz must retire, and is eligible for re-election
as a Director at the Meeting.

Pursuant to Articles 6.3(b) and 6.3(f) of the Constitution, Mr Schwarz
retires, and, being eligible, seeks to be re-elected as a Director at the
Meeting.

3.2           Peter Schwarz

Mr Schwarz was appointed as a Non-Executive Director in September 2019. A
former director of BG Exploration and Production Limited and CEO of
independent exploration company Virgo Energy Ltd, Mr Schwarz is an AAPG
Certified Petroleum Geologist and business development professional with over
45 years' experience in the oil and gas industry. Mr Schwarz has previously
held various senior management roles with Amerada Hess, BG, and Marubeni and
is currently a director of Finite Energy Limited, an oil and gas consultancy
business he founded over 15 years ago, specialising in strategy and business
development advice in the UK and Europe.

3.3           Board Recommendation

The Board (excluding Mr Schwarz) recommends that Shareholders vote in favour
of Resolution 3. Resolution 3 is an Ordinary Resolution. The Chair intends to
exercise all available proxies in favour of Resolution 3.

4.         Resolution 4 - Re-election of Mr Mark Bolton as Director
4.1           General

Pursuant to Article 6.3(c) of the Constitution, if the Company has 3 or more
Directors, one third of the Directors (excluding Directors required to retire
under Article 6.3(j) and rounded down to the nearest whole number) must retire
at each AGM. Article 6.3(e)(i) provides that the Directors who retire under
Article 6.3(c) are those who have held their office as Director the longest
period of time since their last election or appointment to that office.
Article 6.3(f) of the Constitution further provides that any Director who
retires under Article 6.3(c) is eligible for re-election.

Mr Mark Bolton was last elected as a Director at the annual general meeting of
the Company held on 15 November 2023. As Mr Bolton has held his office for the
longest period of time since his last election to this office, Mr Bolton must
retire, and is eligible for re-election as a Director at the Meeting.

Pursuant to Articles 6.3(c) and 6.3(f) of the Constitution, Mr Bolton retires,
and, being eligible, seeks to be re-elected as a Director at the Meeting.

The Board (excluding Mr Bolton) recommends that Shareholders vote in favour of
Resolution 4. Resolution 4 is an Ordinary Resolution. The Chair intends to
exercise all available proxies in favour of Resolution 4.

 

GLOSSARY

Words which are defined in the Explanatory Memorandum have the same meaning
when used in the Notice of Meeting unless the context requires otherwise. For
assistance in considering this Notice of Meeting and Explanatory Memorandum,
the following words are defined:

AIM means the Alternative Investment Market, located in London, United
Kingdom.

Annual General Meeting or Meeting means the annual general meeting of the
Company convened under this Notice of Meeting.

Annual Report means the Directors' Report, the Financial Report, and Auditor's
Report, in respect to the year ended 30 June 2025.

Article means an article of the Constitution.

ASIC means the Australian Securities and Investments Commission.

Auditor's Report means the auditor's report on the Financial Report.

AWST means Australian Western Standard Time, being the time in Perth, Western
Australia.

Board means the board of Directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened
by this Notice.

Chief Executive Officer means chief executive officer of the Company.

Chief Financial Officer means chief financial officer of the Company.

Closely Related Party of a member of the Key Management Personnel means:

·        a spouse or child of the member;

·        a child of the member's spouse;

·        a dependent of the member or the member's spouse;

·        anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member, in the
member's dealing with the entity;

·        a company the member controls; or

·        a person prescribed as such by the Corporations Regulations
2001 (Cth) for the purposes of the definition of 'closely related party' in
the Corporations Act.

Company means Synergia Energy Ltd (ACN 078 652 632).

Company Secretary means the company secretary of the Company.

Constitution means the constitution of the Company as at the date of this
Notice.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the
Uncertificated Securities Regulations 2001) in the United Kingdom operated by
Euroclear UK & International Limited which facilitates the transfer of
title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK &
International Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the
UK Depositary and which enables the holder to hold and settle transfers of
Shares in CREST.

DI Holders means holders of a Depositary Interests.

Director means a director of the Company from time to time.

Directors' Report means the annual directors' report prepared under Chapter 2M
of the Corporations Act for the Company and its controlled entities.

EUI means Euroclear UK & International Limited.

Executive Chairman means executive chairman of the Company.

Executive Director means executive Director of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this
Notice of Meeting.

Financial Report means the annual financial report prepared under Chapter 2M
of the Corporations Act for the Company and its controlled entities.

Form of Instruction means, for holders of CREST Depository Interests, the form
of instruction accompanying this Notice of Meeting.

GMT means Greenwich Mean Time.

Head of India Assets means head of India assets of the Company.

Interim Chairman means interim chairman of the Company.

Key Management Personnel has the same meaning as in the accounting standards
issued by the Australian Accounting Standards Board and means those persons
having authority and responsibility for planning, directing and controlling
the activities of the Company, or if the Company is part of a consolidated
entity, of the consolidated entity, directly or indirectly, including any
director (whether executive or otherwise) of the Company, or if the Company is
part of a consolidated entity, of an entity within the consolidated group.

LNG means liquified natural gas.

Managing Director means managing Director of the Company.

Non-Executive Chairman means non-executive Chair of the Company.

Non-Executive Director means non-executive Director of the Company.

Notice of Meeting or Notice means this notice of annual general meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes
cast by members entitled to vote on the resolution.

Proposed Constitution means the constitution attached to this Notice of
Meeting as Annexure 1.

Proxy Form means the proxy form accompanying this Notice of Meeting.

Remuneration Report means the remuneration report set out in the Directors'
Report section of the Company's annual report for the year ended 30 June 2025.

Resolution means a resolution set out in this Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Special Resolution means a resolution passed by more than 75% of the votes
cast by members entitled to vote on the resolution.

UK Depositary means Computershare Investor Services Plc.

Voting by Proxy

A Proxy Form is enclosed with this Notice of Meeting.

Each member who is entitled to attend and cast a vote at the Annual General
Meeting may appoint a proxy. A proxy need not be a member.

A member who is entitled to cast 2 or more votes at the Annual General Meeting
may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies, you must
use a separate Proxy Form for each proxy and indicate the percentage of your
voting rights or the number of shares that each proxy is appointed in respect
of, on the Proxy Forms. If you wish to appoint more than 1 proxy, you should
photocopy the enclosed Proxy Form or request an additional Proxy Form to be
sent to you. Where a member appoints 2 proxies and does not specify the
proportion or number of the member's votes, each proxy may exercise half of
the member's rights.

An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which
the instrument is signed or proof of the power or authority to the
satisfaction of the Directors, is or are delivered:

·     Online                        At www.investorvote.com.au
(http://www.investorvote.com.au) (Control Number: 188449)

·     By mail                         Share
Registry

 
Computershare Investor Services Pty Limited

                                      GPO
Box 242

 
Melbourne  VIC  3001

·     By fax                           1800 783
447 (within Australia)

                                      +61
3 9473 2555 (outside of Australia)

·     By mobile                    Scan the QR Code on
your Proxy Form and follow the prompts

All Proxy Forms must be lodged no later than by 6.00pm (AWST) on Wednesday, 26
November 2025 (or, in the case of any adjournment of the Annual General
Meeting, by no later than 48 hours before the time of the adjourned meeting at
which the person named in the instrument proposes to vote).

All Forms of Instruction must be lodged no later than 2.00pm (GMT) on Tuesday
25 November 2025.

An instrument appointing a proxy must be in writing under the hand of the
appointer or of the appointer's attorney duly authorised in writing or, if the
appointer is a body corporate, either under its common seal if it has a common
seal, or under the hand of an officer or duly authorised attorney or duly
authorised representative.

A body corporate which is a Shareholder, or which has been appointed as a
proxy, may appoint an individual to act as its representative at the Annual
General Meeting. The appointment must comply with section 250D of the
Corporations Act. The representative should bring evidence of their
appointment to the Annual General Meeting, including authority under which
their appointment is signed, unless previously given to the Company.

Shareholders and their proxies should be aware that:

·        if proxy holders vote, they must cast all directed proxies as
directed; and

·        any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:

·        the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way (i.e. as directed); and

·        if the proxy has 2 or more appointments that specify
different ways to vote on the resolution, the proxy must not vote on a show of
hands; and

·        if the proxy is the Chair of the meeting at which the
resolution is voted on, the proxy must vote on a poll, and must vote that way
(i.e. as directed); and

·        if the proxy is not the chair, the proxy need not vote on the
poll, but if the proxy does so, the proxy must vote that way (i.e. as
directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way
that the person can cast any votes that hold as a Shareholder.

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·        an appointment of a proxy specifies the way the proxy is to
vote on a particular resolution at a meeting of the Company's members; and

·        the appointed proxy is not the chair of the meeting; and

·        at the meeting, a poll is duly demanded on the resolution;
and

·        either of the following applies:

o    the proxy is not recorded as attending the meeting; or

o    the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to
have been appointed as the proxy for the purposes of voting on the resolution
at the meeting.

Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with section 250BD of the Corporations Act, votes on Resolution
1 must not be cast (in any capacity) by, or on behalf of:

·        a member of the Key Management Personnel; or

·        a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if the vote
is not cast on behalf of a person who is excluded from voting on the relevant
Resolution and:

·        the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; or

·        the person is the Chair and the appointment of the Chair as
proxy does not specify the way the proxy is to vote on the resolution, but
expressly authorises the Chair to exercise the proxy even if the Resolution is
connected with the remuneration of a member of the Key Management Personnel.

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all
Resolutions, unless the Shareholder has expressly indicated a different voting
intention on the Proxy Form.

If the Chair 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 considered to have provided the Chair with an express authorisation for
the Chair to vote the proxy in accordance with the Chair's intention, even
though the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the Company.

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