ADELAIDE ENERGY LTD A.B.N. 43 116 256 823 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Adelaide Energy Limited will be held at the registered offices, Level 5 70 Pirie Street, Adelaide SA 5000, on Tuesday, 13 November 2007 at 11am. The Explanatory Notes that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered. AGENDA ORDINARY BUSINESS 1 Annual Financial Report To receive and consider the financial report and the Directors and Auditor s Reports of the Company and of the economic entity for the year ended 30 June 2007. The Annual Financial Report has not been sent to members unless specifically requested on the Your Annual Report Your Choice letter sent to member on 6 September 2007. The Annual Financial Report is available on: http://www.adelaideenergy.com.au/documents/annual_report_07.pdf 2 Remuneration Report To consider, and put the following resolution to a non-binding vote That the Remuneration Report required under section 300A of the Corporations Act 2001, as set out in the Annual Report of the Company for the year ended 30 June 2007, be adopted. 3. Election of a Director That Neville Martin, a Director retiring by rotation in accordance with the Constitution of the Company, being eligible, is re-elected as a Director of the Company. 4. Election of a Director That Peter Hunt who, having been appointed on 16 February 2007 as an addition to the Board, and being eligible, offers himself for election, is elected as a director of the Company".
ORDINARY BUSINESS (CONTINUED) 5. Appointment of external auditor That Simon Gray of Grant Thornton Chartered Accountants be hereby appointed auditor of the Company and that he be paid proper professional fees as remuneration. By Order of the Board Adelaide Energy Limited Mrs Victoria M Allinson Company Secretary Date 11 October 2007
INFORMATION FOR MEMBERS 1. A member entitled to attend and vote at this general meeting is entitled to appoint not more than two proxies to attend and vote at this general meeting on their behalf. 2. A proxy need not be a member, but should be a natural person over the age of 18 years. 3. A member who is 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. If no such proportion is specified, each proxy may exercise half the member s votes. However neither may vote on a show of hands. 4. In the case of shares jointly held by two or more persons, any joint holder may appoint a proxy but if more than one is present at the meeting (either in person or by proxy or attorney or representative) the joint holder whose name appears first in the Company s register shall alone be entitled to vote in respect of those shares. 5. To be effective, Proxy Forms (duly completed) must be received by the Company at Computershare Investors Services Pty Limited, GPO Box 1903 Adelaide SA 5001, no later than 48 hours before the time, in Adelaide, of the commencement of the meeting. 6. Proxy Forms (duly completed) may be sent by facsimile to 08 8236 2305 and must be received no later than 48 hours before the time, in Adelaide, of the commencement of the meeting. 7. For the purposes of the meeting, shares in the Company will be taken to be held by the persons who are registered holders at 11am CST on Sunday, 11 November 2007. Accordingly, transaction registered after that time will be disregarded in determining entitlements to attend and vote at the meeting. 8. The Company s Constitution provides that three shareholders present in person, by proxy, attorney or representative shall be a quorum of a general meeting of the Company. 9. Attorneys are requested to bring a copy of the power of attorney pursuant to which they are appointed.
EXPLANATORY NOTES 1. Annual Financial Report The Annual Financial Report together with the Directors Report and the Auditor s Report will be laid before the meeting in accordance with section 317 of the Corporations Act 2001. Members will be given the opportunity to ask questions or make comments about the management of the Company and may also ask questions of the Auditor s representative relevant to the conduct of the audit and the preparation and content of the Auditor s report. On the 6 September 2007 Adelaide Energy Limited sent Your Annual Report Your Choice letters to all members. The letter detailed legislation changes that result in the Annual Financial Report being available on-line only unless a member specifically requests a printed copy of the Annual Report by returning the letter. This change in legislation may result in reducing Adelaide Energy Limited s printing costs. The Annual Financial Report has not been sent to members unless the member has specifically requested a printed copy. The Annual Financial Report is available on: http://www.adelaideenergy.com.au/documents/annual_report_07.pdf 2. Remuneration Report Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption by the way of a non-binding resolution its Remuneration Report for the year ended 30 June 2007. At the meeting shareholders will have reasonable opportunity to discuss the report. The Remuneration Report is included as a distinct section of the Financial Statements which deals with the remuneration of the Directors and Executives and can be located in the Company s Annual Report as Section 10 of the Directors Report. The Remuneration Report includes: 1. An explanation of the Board s policies in relation to the nature and level of remuneration of the non-executive and executive directors; and 2. Details of the total remuneration (as well as a categorised break-down of its components) of each Director of the Company. The Directors recommend that shareholders vote in favour of this resolution. The Chairman intends to vote undirected proxies in favour of this resolution.
EXPLANATORY NOTES CONTINUED 3. Election of a Director Re-election of Mr Neville Martin as a director. Neville Martin is a partner with the law firm Minter Ellison in Adelaide, and has 35 years experience in corporate law and mining oil and gas law. He is a former State President of the Australian Mining & Petroleum Law Association. He is also a director of ASX Listed, Austin Exploration Limited (an oil and gas exploration company); and is a former director of Stuart Petroleum Limited. Neville is also a Director of Island Sky Australia Limited. Mr Martin is not considered by the Board to be an independent director. The Directors (other than Mr Martin who abstained from discussions because of his interest in the resolution) recommend that shareholders vote in favour of this resolution. 4. Election of a Director Election of Mr Peter Hunt as a director. Peter Hunt is the Managing Partner of PKF Adelaide, Chartered Accountants. He is a Fellow of the Institute of Chartered Accountants in Australia. Mr Hunt has been Chairman of ASX Listed, Intermin Resources Limited since 1989 and a Non- Executive Director of ASX Listed, Primary Resources Limited since 9 November 2005. He was also a director of Greater Pacific Gold NL during 2004 2005. Mr Hunt is considered by the Board to be an independent director. The Directors (other than Mr Hunt who abstained from discussions because of his interest in the resolution) recommend that shareholders vote in favour of this resolution. 5. Appointment of auditor Appointment of Mr Simon Gray from Grant Thornton Chartered Accountants as the Company s auditor. Mr Simon Gray is a partner of Grant Thornton Chartered Accountants with substantial experience as an auditor in the oil and gas industry. The Directors recommend that shareholders vote in favour of this resolution.