Marion Energy Limited

Extraordinary General Meeting 30 September 2015

Meeting Agenda

• Chairman'saddress

• Business

  
  

  Chairman's Address

  
  

  Resolution 1: Consolidation of capital

  'That, subject to each of the other Recapitalisation Resolutions being passed, pursuant to and in accordance with section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• every 100 Shares be consolidated into 1 Share; and

• every 100 Options be consolidated into 1 Option,

and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up to the nearest whole Share or Option (as the case may be).'

Proxy votes received are as follows:

Resolution 2: Approval to issue Creditor Shares

'That, subject to each of the other Recapitalisation Resolutions being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Shares (on a post-­‐ Consolidation basis) to the Creditors' Trust established under the DOCA on the terms and conditions set out in the Explanatory Memorandum.'

Proxy votes received are as follows:

Resolution 3: Approval to distribute Creditor Shares to related party - Nick Stretch Legal

'That, subject to each of the other Recapitalisation Resolutions being passed, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,710,401 Shares (on a post-­‐Consolidation basis) to the Creditors' Trust established under the DOCA, to be distributed to Nick Stretch Legal on the terms and conditions set out in the Explanatory Memorandum.'

Proxy votes received are as follows:

Resolution 4: Approval to issue Placement Shares

'That, subject to each of the other Recapitalisation Resolutions being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 50,000,000 Shares (on a post-­‐Consolidation basis) on the terms and conditions set out in the Explanatory Memorandum.'

Proxy votes received are as follows:

Resolution 5: Approval to issue Placement Options

'That, subject to each of the other Recapitalisation Resolutions being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 25,000,000 Options (on a post-­‐ Consolidation basis) on the terms and conditions set out in the Explanatory Memorandum.'

Proxy votes received are as follows:

Resolution 6: Election of Director - Mr Faldi Ismail

'That, subject to each of the other Recapitalisation Resolutions being passed, Mr Faldi Ismail, being eligible and offering himself for election, be elected as a Director.'

Proxy votes received are as follows:

Resolution 7: Election of Director - Mr Nicholas Young

'That, subject to each of the other Recapitalisation Resolutions being passed, Mr Nicholas Young, being eligible and offering himself for election, be elected as a Director.'

Proxy votes received are as follows:

Resolution 8: Election of Director - Mr Steven Bryson Haynes

'That, subject to each of the other Recapitalisation Resolutions being passed, Mr Steven Bryson Haynes, being eligible and offering himself for election, be elected as a Director.'

Proxy votes received are as follows:

Resolution 9: Removal of auditor

'That, pursuant to and in accordance with section 329(1) of the Corporations Act and for all other purposes, approval is given for the removal of Grant Thornton Audit Pty Ltd as the current auditor of the Company effective from the date of the Meeting.'

Proxy votes received are as follows: