NZO new zealand oil & gas ltd ordinary shares

Ann: MEETING: NZO: Notice of Special Meeting

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    NZO
    02/02/2012 12:40
    MEETING
    
    REL: 1240 HRS New Zealand Oil and Gas Limited
    
    MEETING: NZO: Notice of Special Meeting
    
    Notice is given that a Special Meeting of New Zealand Oil & Gas Limited (the
    Company) will be held at Terrace Conference Centre,
    St John's House, 114 The Terrace, Wellington NZ, at 10am (NZ Daylight Saving
    Time) on Monday 20 February 2012.
    
    Business
    To consider and, if thought fit, pass the following resolution.
    
    Issue of Shares to Chief Executive
    Resolution 1: That the Board is authorised to issue 3 million partly paid
    unlisted ordinary shares to the Company's Chief Executive Mr Andrew Knight,
    under the terms of his contract with the Company and in accordance with the
    terms of the Company's Employee Share Ownership Plan.
    
    For further details, see the Explanatory Notes.
    
    On behalf of the Board
    Craig Jones
    Company Secretary
    
    EXPLANATORY NOTES
    
    NOTE 1 - ISSUE OF PARTLY PAID UNLISTED SHARES TO CHIEF EXECUTIVE
    As was announced to NZX and ASX on 8 December 2011, the terms of employment
    of Mr Knight as the Company's new CEO provide that he is to be offered up to
    3 million partly-paid shares. Shareholder approval is sought to permit the
    Board, to issue partly paid shares to Mr Knight under the Company's Employee
    Share Ownership Plan (ESOP).
    
    Requirement for shareholder approval
    ASX Listing Rule 10.14 requires shareholders to approve the participation of
    any director in an employee share scheme. Because Mr Knight is also Managing
    Director, shareholder approval is required for the issue.
    Resolution 2 is proposed in compliance with ASX Listing Rule 10.14.
    The proposed issue is permitted under NZSX Listing Rules 7.3.6 and 7.3.9.
    
    Offer
    Under the proposed offer to Mr Knight, the partly paid shares are to be
    issued on terms that require a 3 year escrow period to pass before the holder
    can complete payment for, and thereafter transfer, the shares. There is also
    a date 5 years after the offer date by which the issue price for the shares
    must be paid (this is called the "Final Date").
    
    The issue price will be the lesser of
    a) $1.00 per share; and
    b) the last sale price of the Company's ordinary shares on the Trading Day
    prior to a date 5 years after the date of issue (Final Date) (or such greater
    amount that represents 85% of the weighted average price of the Company's
    ordinary shares over the 5 Trading Days prior to the Final Date).
    If approved by shareholders, the offer will be made within 7 days of the
    meeting. Mr Knight will be required to pay 1 cent per share immediately with
    the balance to be paid in accordance with a) and b) above.
    
    The ESOP allows for the Company to make a loan to or on account of a
    participant for the purpose of completing the payments required to be made on
    the Final Date, provided that as soon as practicable thereafter such loan is
    repaid from the proceeds of sale of all or a portion of the resulting
    ordinary shares.
    
    The shares will remain unquoted until and unless paid up in full.
    
    The table below shows Mr Knight's current combined direct and indirect
    relevant interests in shares in the Company, and his combined direct and
    indirect relevant interests in shares in the Company if the offer of partly
    paid shares as outlined above, is made and accepted in full.
    Shares
    currently
    held
    Potential number
    of shares if
    proposed offer is
    made in full and
    is accepted
    Percentage of
    total shares on
    issue if proposed
    offer is made
    in full and is
    accepted
    Ordinary Shares 12,000 12,000 0.003%
    Partly Paid Shares 150,000 3,150,000 0.8%
    
    Rights: The rights attached to partly paid shares issued under the ESOP are
    the same as those attached to ordinary shares in the Company. The partly paid
    shares rank equally with the ordinary shares in the Company. However, the
    rights of each partly paid share to vote on a poll, and to receive dividends
    or other distributions of the Company, are at a fraction equal to the
    proportion represented by the amount paid up in respect of the shares as
    against the issue price set under the ESOP.
    
    Previous issues: In the past 12 months there has been no issue of shares to a
    director of the Company under the ESOP.
    
    Other current directors who are participants in the scheme as a result of
    prior issues of shares to them are Messrs Foley, Griffiths, Rawson and
    Scoffham, none of whom have any additional entitlements to participate.
    
    The Board believes that participation by the Chief Executive in the ESOP is
    an appropriate mechanism to provide a long term alignment to shareholders'
    value creation. The pricing mechanism requires a material premium to the
    current share price to be achieved prior to any benefit accruing for the
    holder.
    
    NOTE 2 - VOTING EXCLUSIONS
    The Company will disregard any votes cast on Resolution 2 by: Mr Knight,
    any other director eligible to participate in the share scheme; and any
    associates thereof (as defined in the ASX Listing Rules).
    However, the Company need not disregard a vote if:
    o it is cast by one of the Company's directors as proxy for a person who is
    entitled to vote, in accordance with the express directions on the proxy form
    as to whether to vote in favour of or against the Resolution;
    or
    o it is cast by the person chairing the Meeting as proxy for a person who is
    entitled to vote, in accordance with an express direction on the proxy form
    to vote as the proxy decides.
    
    NOTE 3 - VOTING BY PROXY
    A shareholder entitled to attend and vote at the Special Meeting is entitled
    to appoint a proxy to attend and vote instead of the shareholder. A proxy
    need not be a shareholder of the Company.
    
    A shareholder appointing a proxy to attend and vote at the meeting is to give
    instructions to that proxy by completing either (a) or (b) under Instructions
    to Proxy on the Voting Card. If a shareholder returns the Voting Card without
    directing the proxy how to vote on any particular matter, the proxy will vote
    as he or she thinks fit (unless that proxy is disqualified from voting on
    that matter).
    
    The Chair of the meeting is willing to act as proxy for any shareholder who
    may wish to appoint him for that purpose, if so indicated under Appointment
    of Proxy on the Voting Card. By selecting the Chair of the meeting as your
    proxy and by marking the box at (a) under Instructions to Proxy on the Voting
    Card you acknowledge that the Chair of the meeting may exercise your proxy.
    If you do not provide any instructions under Instructions to Proxy on the
    Voting Card, the Chair of the meeting will not cast your vote on the
    Resolution(s).
    
    Proxy forms (or notices of corporate representatives) must be sent by mail to
    NZOG Share Register, c/- Computershare Investor Services, Private Bag 92119,
    Auckland 1142, or Computershare Investor Services Pty Limited, GPO Box 242,
    Melbourne, Victoria 3001, or deposited at the New Zealand offices of
    Computershare (159 Hurstmere Rd, Takapuna, North Shore City) to be received
    not later than 10am on Saturday 18 February 2012.
    
    Where the proxy is appointed by an Attorney, a copy of the Power of Attorney
    under which the proxy form is signed should be deposited at one of the
    addresses above for noting not later than 10am on Saturday 18 February 2012,
    with evidence of non-revocation of such Power of Attorney.
    
    MINUTES
    Following the Special Meeting, the outcome of the resolutions will be posted
    at www.nzog.com/agm. A range of other information is also available on the
    Company's website. The minutes may be posted to you on request being made in
    writing to the Company Secretary, New Zealand Oil & Gas Limited, PO Box 10
    725, Wellington 6143.
    End CA:00219118 For:NZO    Type:MEETING    Time:2012-02-02 12:40:05
    				
 
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