NORWEST ENERGY NL ACN 078 301 505

NOTICE OF GENERAL MEETING

TIME: 2.00pm (WST)

DATE: Friday, 26 August 2016

PLACE: The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005

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 9227 3240.

CORPORATE DIRECTORY

NORWEST ENERGY NL ABN 65 078 301 505

ACN 078 301 505

Directors

Mr Michael John Fry

(Non-Executive Chairman)

Mr Henry David Kennedy (Non-Executive Director)

Mr Ronald Currie

(Non-Executive Director) Chief Executive Officer Mrs Shelley Robertson Company Secretary

Ms Emma Curnow

Registered Office

Level 2, 6 Thelma Street West Perth WA 6005

Tel: + 61 8 9227 3240

Fax: +61 8 9227 3211

Share Registry

Computershare Investor Services Pty Limited GPO Box D182

Perth WA 6840

Level 11

172 St Georges Terrace Perth WA 6000

Telephone: 1300 850 505

Internet Address www.norwestenergy.com.au

Shareholder Enquiries

[email protected]

Australian Securities Exchange

NWE

Frankfurt Stock Exchange

NUX

CONTEN TS

Business of the Meeting (setting out the proposed Resolutions) 5

Explanatory Statement (explaining the proposed Resolutions) 8

Glossary 14

Proxy Form 15

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 2.00pm (WST) on Friday, 26 August 2016 at: The Park Business Centre

45 Ventnor Avenue West Perth WA 6005

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2.00pm (WST) on Wednesday, 24 August 2016.

Voting in person

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

Voting by proxy

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

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

  Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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.

  Further details on these changes are set out below.

  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 (ie 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 (ie 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 (ie as directed).

  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:

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

  • 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.

Capitalised terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.