Notice of AGM

RNS Number : 4527C

Global Petroleum Ltd

16 October 2015

Global Petroleum Limited

ABN 68 064 120 896

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at 2pm (EST) on Tuesday, 17 November 2015, at McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland.

A copy of the Company's Annual Report (including the Remuneration Report) and details of the Company's operations are available at the Company's website at http://www.globalpetroleum.com.au

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Notice is hereby given that the annual general meeting of shareholders of Global Petroleum Limited (Company) will be held at 2pm (EST) on Tuesday, 17 November 2015, at McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

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 as Shareholders on at 7.00pm (EST) on Friday 13 November 2015.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

ORDINARY BUSINESS

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015, which includes the financial report and directors' report in relation to that financial year and the auditor's report on the financial report.

2. Resolution 1 - Remuneration Report

To consider, and if thought fit, to pass the following resolution in accordance with section 250R (2) of the Corporations Act:

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, 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:

(a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 - Re-election of Director - Mr Damien Cronin

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

"That, Mr Damien Cronin, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be elected as a Director."

4. Resolution 3 - Re-election of Director - Mr Peter Dighton

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

"That, Mr Peter Dighton, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be elected as a Director."

SPECIAL BUSINESS

5. Resolutions 4(a), 4(b), 4(c), 4(d), 4(e) and 4(f) - Authority to Issue Shares to Directors - Mr Peter Hill, Mr John van der Welle, Mr Damien Cronin, Mr Peter Dighton, Mr Peter Blakey and Mr Peter Taylor

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

"That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of :

(a) Shares to Mr Peter Hill on the terms set out in the Explanatory Memorandum.

(b) Shares to Mr John van der Welle on the terms set out in the Explanatory Memorandum.

(d) Shares to Mr Peter Dighton on the terms set out in the Explanatory Memorandum.

(e) Shares to Mr Peter Blakey on the terms set out in the Explanatory Memorandum.

(f) Shares to Mr Peter Taylor on the terms set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on:

(a) Resolution 4(a) by Mr Peter Hill and his associates;

(b) Resolution 4(b) by Mr John van der Welle and his associates;

(d) Resolution 4(d) by Mr Peter Dighton and his associates;

(e) Resolution 4(e) by Mr Peter Blakey and his associates; and

(f) Resolution 4 (f) by Mr Peter Taylor and his associates.

However, the Company will not disregard a vote on any of these Resolutions if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on any of these Resolutions unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution; or

(b) the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

6. Resolution 5 - Renewal of Proportional Takeover Provisions

To consider, and if thought fit, to pass the following resolution as a special resolution:

"That the proportional takeover provisions contained in Schedule 5 of the Constitution be reinserted for a period of three years."

By Order of the Board

DAMIEN CRONIN

Company Secretary

Dated: 15 October 2015

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 2.00pm (EST) on Tuesday, 17 November 2015, at McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Annual Report
Section 4:	Resolution 1 - Remuneration Report
Section 5:	Resolution 2 - Re-election of Director - Mr Damien Cronin
Section 6:	Resolution 3 - Re-election of Director - Mr Peter Dighton
Section 7:	Resolution 4 (a) - Authority to issue Shares to Mr Peter Hill (b) - Authority to issue shares to Mr John van der Welle (c) - Authority to issue shares to Mr Damien Cronin (d) - Authority to issue shares to Mr Peter Dighton (e) - Authority to issue shares to Mr Peter Blakey (f) - Authority to issue shares to Mr Peter Taylor
Section 8:	Resolution 5 - Renewal of Proportional Takeover Provisions
Schedule 1:	Definitions
Annexure:	Proposed Schedule 5 to the Constitution (Resolution 5)

A Proxy Form is enclosed with the Notice.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies and Corporate Representatives

A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Members that are corporations may appoint a corporate representative to attend and vote at the Meeting on their behalf.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

(b) a proxy need not be a member of the Company; and

(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders

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

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

(b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

(b) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4(a), 4(b), 4(c), 4(d), 4(e) or 4(f) if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such member; and

(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the opportunity to:

(a) discuss the Annual Report for the financial year ended 30 June 2015 which is online at http://www.globalpetroleum.com.au and click on the direct link;

(b) ask questions or make comment on the management of the Company; and

(c) ask the 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 Meeting, written questions may be submitted to the Chairman about the management of the Company, or to the Company's auditor about:

(a) the preparation and content of the auditor's report;

(b) the conduct of the audit;

(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

(d) the independence of the auditor in relation to the conduct of the audit,

no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 - Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The directors' report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act (Director and Executive Remuneration Act) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that it may result in the re-election of the Board.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

The Chairman will cast all available proxies in favour of Resolution 1.

5. Resolution 2 - Re-election of Director - Mr Damien Cronin

Article 6.3(c) of the Constitution requires that one third of all Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) of the Constitution states that a Director who retires is eligible for election.

Pursuant to the Constitution, Mr Cronin will retire by rotation and seek election.

Mr Cronin is a solicitor who has over 25 years' experience in the oil and gas and resources sectors and has held senior legal and commercial roles with Rio Tinto, Shell, Duke Energy and Incitec Pivot. He has previously served as Company Secretary to a number of listed public companies in the oil and gas sector including Sunshine Gas Limited, Blue Energy Limited and as secretary to the operating committee of a number of mining joint ventures, including that for the Sonoma Coal Mine.

Mr Cronin was appointed a Director and Company Secretary of the Company on 31 December 2011.

The Board unanimously supports Mr Cronin's re-election.

6. Resolution 3 - Re-election of Director - Mr Peter Dighton

Article 6.3(c) of the Constitution requires that one third of all Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) of the Constitution states that a Director who retires is eligible for election.

Pursuant to the Constitution, Mr Dighton will retire by rotation and seek election.

Mr Dighton is a lawyer who specialises in upstream petroleum and LNG projects. He was previously a Non-Executive Director of Global from 2003-2008 and has also served on the board of the listed entities Falklands Oil and Gas Limited (Dec 2004 - Nov 2009) and Texon Petroleum Limited (May 2006 - Dec 2009).

Mr Dighton was appointed a Director of the Company on 31 December 2011.

The Board unanimously supports Mr Dighton's re-election.

7. Resolutions 4(a), 4(b), 4(c), 4(d), 4(e) and 4(f)- Authority to Issue Shares to Directors - Mr Peter Hill, Mr John van der Welle, Mr Damien Cronin, Mr Peter Dighton, Mr Peter Blakey and Mr Peter Taylor

7.1 General

The Board has reviewed the Company's cost base in response to the current low oil price environment, and the challenging economic and market conditions prevailing generally, and has instigated a number of initiatives to reduce costs. As a consequence the Board has resolved and each Director has agreed to reduce the cash component of remuneration for the Managing Director, the Chairman and the four Non-Executive Directors, Mr Damien Cronin, Mr Peter Dighton, Mr Peter Blakey and Mr Peter Taylor by 25% with effect from 1 August 2015 until further notice.

The Board has also resolved and each Director has agreed, subject to receiving a waiver from ASX, (which was obtained on 15 October 2015), and Shareholder approval, that the reduction in those Directors' remuneration may, if the Board decides at the relevant time, be replaced by periodically issuing Shares to those Directors up to a maximum value of the reduction in each Director's cash remuneration. Any such share award made to a Director will be subject to that Director being a Director of the Company on the date of award, and in making an award, the Board will take account of the Director's performance. Share awards to UK Directors will be subject to UK Income Tax and National Insurance deduction under Pay As You Earn (PAYE).

The number of Shares in any award will be calculated using average share prices over an appropriate period, as further detailed below.

If Shares are issued to Directors, they will only be issued during an Open Period. It is proposed that, if the Board decides to issue the Shares, the first issue of Shares would occur in November 2015 following the AGM and would be for the reduction in cash remuneration applicable to the period between 1 August 2015 and 31 October 2015 (inclusive).

Mr Peter Hill - Resolution 4(a)

Mr Hill previously received, as Managing Director, an annual base salary of £250,000. Accordingly, his annual salary was reduced by £62,500 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of £5,208 (being approximately one twelfth of £62,500) for each month's service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought, is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr Hill ceases to be the Managing Director during a relevant period, the value of Shares that may be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on AIM, for each trading day in the averaging period (as described above).

Mr John van der Welle - Resolution 4(b)

Mr van der Welle previously received, as Non-Executive Chairman, annual Directors' fees of £32,500. Accordingly, his annual Directors' fees were reduced by £8,125 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of £677 (being approximately one twelfth of £8,125) for each month's service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr van der Welle ceases to be a Non-executive Director during a relevant period, the value of Shares to be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on AIM, for each trading day in the averaging period (as described above).

Mr Damien Cronin - Resolution 4(c)

Mr Cronin previously received, as a Non-Executive Director and Company Secretary, annual Directors' and Company Secretary's fees of A$66,000. Accordingly, his annual Directors' and Company Secretary's fees were reduced by A$16,500 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of A$1,375 (that is one twelfth of A$16,500) for each month's service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr Cronin ceases to be a Non-Executive Director and Company Secretary during a relevant period, the value of Shares that may be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on ASX, for each trading day in the averaging period (as described above).

Mr Peter Dighton - Resolution 4(d)

Mr Dighton previously received, as a Non-Executive Director, annual Directors' fees of A$30,000. Accordingly, his annual Directors' fees were reduced by A$7,500 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of A$625 (that is one twelfth of A$7,500.00) for each month of service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be made on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr Dighton ceases to be a Non-Executive Director during a relevant period, the value of Shares that may be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on ASX, for each trading day in the averaging period (as described above).

Mr Peter Blakey - Resolution 4(e)

Mr Blakey previously received, as a Non-Executive Director, annual Directors' fees of A$45,000. Accordingly, his annual Directors' fees were reduced by A$11,250 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of A$937 (being approximately one twelfth of A$11,250) for each month of service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be made on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr Blakey ceases to be a Non-Executive Director during a relevant period, the value of Shares that may be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on ASX, for each trading day in the averaging period (as described above).

Mr Peter Taylor - Resolution 4(f)

Mr Taylor previously received, as a Non-Executive Director, annual Directors' fees of A$45,000. Accordingly, his annual Directors' fees were reduced by A$11,250 and it is proposed he may, if the Board decides, be issued Shares to a maximum value of A$937 (being approximately one twelfth of A$11,250) for each month of service between 1 August 2015 and 31 October 2016 and in respect of each relevant period below. A summary of the proposed issues of Shares (over the period to the date of the next AGM in November 2016) for which approval is sought is set out below. The proposed dates for issue are timed to co-incide with likely Open Periods in which Shares can be issued to Directors and will be made on or before the last day of the then current, or the next, Open Period following the relevant period below.

Relevant period	Share price averaging period
1 August 2015 to 31 October 2015	1 August 2015 to 31 October 2015
1 November 2015 to 31 January 2016	1 November 2015 to 31 January 2016
1 February 2016 to 31 April 2016	1 February 2016 to 31 April 2016
1 May 2016 to 31 July 2016	1 May 2016 to 31 July 2016
1 August 2016 to 31 October 2016	1 August 2016 to 31 October 2016

In each case:

(a) if Mr Taylor ceases to be a Non-Executive Director during a relevant period, the value of Shares that may be issued will be reduced on a pro-rata basis depending on the time elapsed between the beginning of the relevant period and his cessation; and

(b) the price used to calculate the number of shares will be the average daily closing market price of Shares, as quoted on ASX, for each trading day in the averaging period (as described above).

7.2 ASX Waiver

On 15 October 2015, the ASX granted a waiver in favour of the Company in respect of Listing Rule 10.13.3, to allow the proposed issue of Shares to Messrs Hill, van der Welle, Cronin, Dighton, Blakey and Taylor over a 12 month period, subject to the Shareholder approvals described in the following paragraphs.

7.3 Listing Rule 10.11

Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Messrs Hill, van der Welle, Cronin, Dighton, Blakey and Taylor are related parties of the Company (as Directors) and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and as such approval under Listing Rule 7.1 is not required. Furthermore, Shareholder approval of the issue of Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

7.4 Specific information required by Listing Rule 10.13

For the purposes of Shareholder approval of the issue of the Shares and the requirements of Listing Rule 10.13, information is provided as follows:

(a) the Shares may be issued to Messrs Hill, van der Welle, Cronin, Dighton, Blakey and Taylor (or their nominees). The number of Shares that may be issued to each Director will be determined in accordance with the calculations referred to in paragraph 7.2;

(b) the other key terms of the issue of the Shares under the Resolutions are set out in paragraph 7.2;

(c) the Company will issue the Shares at the times set out in paragraph 7.2;

(d) the Shares will be issued for nil cash consideration;

(e) the Shares issued will rank pari passu with the Company's existing Shares on issue;

(f) a voting exclusion statement is included in the Notice; and

(g) no funds will be raised by the issue of the Shares as they are being granted for nil cash consideration (however, certain fees payable to Directors have been reduced to account for the value of the Shares as set out above).

7.5 Other information

Resolutions 4(a), 4(b), 4(c), 4(d), 4(e) and 4(f) are ordinary resolutions.

The Chairman will cast all available proxies in favour of Resolutions 4(a), 4(b), 4(c),4(d), 4(e) and 4(f).

8. Resolution 5 - Adoption of Proportional Takeover Provisions

The proposed Schedule 5 of the constitution of the Company is attached in the Annexure. It is in identical form to the provisions of similar coverage which were previously contained in the Constitution. The provisions had a duration period of three years which has expired. The provisions contained in the Schedule 5 of the Constitution therefore do not apply, unless renewed. If renewed under Resolution 5, they will apply until 18 November 2018.

The proposed proportional takeover approval provisions enable the Company to refuse to register securities acquired under a proportional takeover bid unless a resolution is passed by Shareholders in general meeting approving the offer. Under the Corporations Act, proportional takeover provisions expire after three years from adoption or renewal and may then be renewed.

The Company is seeking Shareholder approval to renew these provisions under the Corporations Act. The proposed proportional takeover provisions are identical to those previously contained in the Constitution. The Corporations Act requires the Company to provide Shareholders with an explanation of the proportional takeover approval provisions as set out below.

8.1 What is a proportional takeover bid?

A proportional takeover bid is a takeover offer sent to all Shareholders but only for a specified portion of each Shareholder's securities. Accordingly, if a Shareholder accepts in full the offer under a proportional takeover bid, it will dispose of the specified portion of its securities in the Company and retain the balance of the securities.

8.2 Effect of renewal

If renewed, under Schedule 5 of the Constitution if a proportional takeover offer is made to Shareholders of the Company, the board of the Company is required to convene a meeting of Shareholders to vote on a resolution to approve the proportional takeover. That meeting must be held at least 15 days before the offer under the proportional takeover bid closes.

The resolution is taken to have been passed if a majority of securities voted at the meeting, excluding the securities of the bidder and its associates, vote in favour of the resolution. If no resolution is voted on at least 15 days before the close of the offer, the resolution is deemed to have been passed. Where the resolution approving the offer is passed or deemed to have been passed, transfers of securities resulting from accepting the offer are registered provided they otherwise comply with the Corporations Act, the ASX Listing Rules, the ASIC Operating Rules and the Company's Constitution. If the resolution is rejected, then under the Corporations Act the offer is deemed to be withdrawn.

8.3 Reasons for proposing the resolution

The Directors consider that Shareholders should have the opportunity to renew Schedule 5 of the Constitution. Without Schedule 5 applying, a proportional takeover bid for the Company may enable effective control of the Company to be acquired without Shareholders having the opportunity to dispose of all of their securities to the bidder. Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their securities whilst leaving themselves as part of a minority interest in the Company.

Without Schedule 5, if there was a proportional takeover bid and shareholders considered that control of the Company was likely to pass, Shareholders would be placed under pressure to accept the offer even if they did not want control of the Company to pass to the bidder. Renewing Schedule 5 of the Constitution will make this situation less likely by permitting Shareholders to decide whether a proportional takeover bid should be permitted to proceed.

8.4 No knowledge of present acquisition proposals

As at the date of this notice, no Director is aware of a proposal by any person to acquire or increase the extent of a substantial interest in the Company.

8.5 Potential advantages and disadvantages

The renewal of Schedule 5 of the Constituion will enable the Directors to formally ascertain the views of Shareholders about a proportional takeover bid. Without these provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that renewal of Schedule 5 has no potential advantages or potential disadvantages for them, as they remain free to make a recommendation on whether a proportional takeover offer should be accepted.

The Directors consider that renewing Schedule 5 benefits all Shareholders in that they will have an opportunity to consider a proportional takeover bid and then attend or be represented by proxy at a meeting of Shareholders called specifically to vote on the proposal. Accordingly, Shareholders are able to prevent a proportional takeover bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the proportional takeover bid. Furthermore, knowing the view of Shareholders assists each individual Shareholder to assess the likely outcome of the proportional takeover bid and whether to accept or reject that bid.

As to the possible disadvantages to Shareholders renewing Scheule 5, potentially, the proposal makes a proportional takeover bid more difficult and proportional takeover bids will therefore be discouraged. This may reduce the opportunities which Shareholders may have to sell all or some of their securities at a premium to persons seeking control of the Company and may reduce any takeover speculation element in the Company's share price. Schedule 5 may also be considered an additional restriction on the ability of individual Shareholders to deal freely on their securities.

The Directors consider that there are no other advantages or disadvantages for Directors or Shareholders which arose during the period during which the proportional takeover approval provisions were in effect, other than those discussed in this section.

On balance, the directors consider that the possible advantages outweigh the possible disadvantages so that the renewal of Schedule 5 is in the interest of Shareholders.

8.6 Other information

Resolution 5 is a special resolution.

The Chairman will cast all available proxies in favour of Resolution 5.

The Board unanimously supports the renewal of Schedule 5 of the Constitution.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"AIM" means the alternative investment sub-market of the London Stock Exchange on which Shares are listed.

"AGM" means annual general meeting.

"Annual Report" means the directors' report, the Company's financial report, and auditor's report thereon, in respect to the financial year ended 30 June 2015.

"Article" means an article of the Constitution.

"ASX" means the ASX Limited and where the context permits the Australian Securities Exchange operated by the ASX.

"Board" means the board of Directors.

"Chair" or "Chairman"means the person appointed to chair the Meeting.

"Closely Related Party" has the meaning given in section 9 of the Corporations Act.

"Company"or "Global"means Global Petroleum Limited ABN 68 064 120 896.

"Constitution" means the constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company.

"EST" means Eastern Standard Time, being the time in Brisbane, Queensland.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

"Key Management Personnel" means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this Notice of Meeting.

"Open Period" has the meaning given to that term in the Company's securities trading policy.

"Proxy Form" means the proxy form enclosed with the Notice.

"Remuneration Report"means the remuneration report of the Company contained in the directors' report.

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

In this Notice, words importing the singular include the plural and conversely.

Annexure - Schedule 5 to the Constitution

1. Definitions

In this Schedule:

"Approving Resolution" means a resolution to approve a proportional takeover bid in accordance with this Schedule.

"Deadline" means the 14^th day before the last day of the bid period for a proportional takeover bid.

"Voter" means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2. Refusal of Transfers

In this Schedule:

2.1 Requirement of an Approving Resolution

(a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.

(b) This Schedule 5 ceases to apply on the 3^rd anniversary of its adoption, or last renewal, in accordance with the Corporations Act.

2.2 Voting on an Approving Resolution

(a) Where offers are made under a proportional takeover bid, the Directors must, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.

(b) The provisions of the Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2.2(a).

(c) Subject to this Constitution, every Voter present at the meeting held under paragraph 2.2(a) is entitled to one vote for each Share in the bid class securities that the Voter holds.

(d) To be effective, an Approving Resolution must be passed before the Deadline.

(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

(f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purpose of this Schedule, to have been passed in accordance with this Schedule.

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