12 June 2015

Dear Shareholders,

Attached is a notice (Notice of Meeting) for a general meeting of shareholders to be held on 15 July 2015 (Meeting). The Meeting has been requisitioned by Parkbay Capital Pty Ltd (as nominee for Kentgrove Capital Pty Ltd) (Kentgrove) which notified the Company that it had become a substantial shareholder of New Guinea Energy Ltd (NGE or the Company) on 18 May 2015, 2 days before our Annual General Meeting.

Under section 249D of the Corporations Act, any shareholder who holds more than 5% of the issued shares in the capital of a company can require the company to convene a meeting of shareholders to put resolutions identified by that shareholder to all shareholders. Under section 203D of the Corporations Act, a holder of more than 5% of the issued shares in a company may also require the company to put resolutions for the removal of directors.

On 28 May 2015, just 10 days after Kentgrove acquired its 19.9% stake in NGE, NGE received a notice pursuant to sections 249D and 203D of the Corporations Act that Kentgrove required the Company to call a general meeting to consider the removal of both Michael Arnett and Andrew Martin from the Board of NGE, and the appointment of three Kentgrove nominees to the Board of NGE.

The Board recommends that you

VOTE AGAINST Resolutions 1 – 4 put forward by Kentgrove

The Board recommends that you vote AGAINST resolutions 1- 4 put forward by Kentgrove for the following reasons:

Disproportionate control with no premium - Kentgrove holds 19.9% of the shares in your Company yet is seeking to control your Company by restructuring the Board such that 3 of the 4 Board members will be Kentgrove nominees. This is disproportionate to Kentgrove’s shareholding. Kentgrove is seeking to take control of your Company without paying you a control premium.

Opportunistic access to cash - Kentgrove’s proposal appears to be an opportunistic attempt to gain access to the Company’s $17 million1 in cash reserves.

1 As at 31 March 2015

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Rejection of offer of one Board seat – Your Board has, in good faith, twice offered Kentgrove one Board seat which most appropriately reflects its equity interest. These offers have been rejected by Kentgrove.

No Strategic Plans - Kentgrove has not provided your Board with any substantive outline of its proposed strategic direction for NGE despite the fact that one of the Kentgrove nominees, as a former CEO of the Company, is very familiar with all of the Company’s assets.

No listed company experience – Not one of the Kentgrove nominees has any experience as a director of an ASX listed company.

Loss of PNG Experience on the Board - Sir Michael Bromley has indicated

that he is happy to continue in his role as Non-Executive Director, should Mr Lamm or such nominee be appointed to the Board as Kentgrove’s representative, based on the continuation of the structure and skills of the current Board and Management. In the event that the three Kentgrove nominees are voted on to the Board and Messrs Arnett and Martin are voted off, Sir Michael Bromley has expressed his concern with regard to the skill set such a potential Board and Management structure would represent and in the event of this occurring, he has indicated that he will resign his position as Non-Executive Director of the Company, the consequence of which will be that the new Board structure will have no PNG expertise and the Board would be 100% controlled by Kentgrove.

Based on the information provided, the Board holds the firm view that the changes proposed by Kentgrove are not in the best interests of all NGE shareholders. Any proposal seeking to deliver disproportionate Board representation is not appropriate.

The Board recognises that Kentgrove is a significant shareholder in NGE and therefore it is appropriate for Kentgrove to have one representative on the Board. Accordingly, the Board recommends that you vote in favour of Resolution 5.

The existing Board and management has placed the Company in a position of strength with a clear forward strategy. This has been achieved by monetising the Company’s assets in a difficult market to eliminate the Company’s debt of over A$24 million and deliver A$17 million in cash reserves and a further US$28 million in potential bonus payments, as well as potential royalty income, dependent on the exploration success of the large majors who acquired the Company’s licence interests.

In addition, we have significantly reduced the Company’s overheads and created a revenue stream from the Company’s investment in Western Drilling Limited.

The Company is now well positioned to add value for shareholders by taking advantage of currently depressed oil and gas markets to secure investment opportunities and the Board remains focused on achieving outcomes that are in the best interests of all NGE shareholders.

For the reasons outlined above and in the explanatory memorandum attached to the Notice of Meeting, the Board recommends you vote in AGAINST Resolutions 1 – 4 and FOR Resolution 5. For your convenience, a pre-completed Blue Proxy Form is enclosed. If you would prefer to either post or fax your proxy vote, then use this form to save time. Alternatively, your vote can be lodged online at [link]. We urge all shareholders to lodge their proxy vote today to ensure it is received in plenty of time.

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If you have any questions or wish to express your views regarding the Meeting or the recommendations of the Board, or if you need assistance with the proxy form, please call the shareholder information line on 1300 823 159 (within Australia) or +61 2 8022 7902 (outside Australia).

Your Board of Directors Michael Arnett – Executive Chairman Sir Michael Bromley – Non-Executive Director Andrew Martin – Non-Executive Director

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NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

NEW GUINEA ENERGY LIMITED

ACN 112 618 238

Date of Meeting: Wednesday 15 July 2015

Time of Meeting: 10.30am (Sydney time)

Place of Meeting: Norton Rose Fulbright Australia, Level 18, 225 George Street, Sydney, New South Wales

Information line: 1300 823 159 (within Australia) or +61 2 8022 7902 (outside Australia)

Notice: This Notice of Meeting (incorporating the Explanatory Memorandum and attachments and Proxy Form) should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their legal, investment or other professional adviser.

The Directors of NGE recommend that you vote:

NO to Resolutions 1 – 4 as the Directors do not believe the resolutions are in the best interests of all shareholders.

YES to Resolution 5 as they believe Kentgrove’s shareholding of 19.9% justifies the appointment of Mr Lamm.

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Notice of general meeting

NOTICE is given that a general meeting of shareholders of New Guinea Energy Ltd will be held at 10:30am (Sydney Time) on Wednesday 15 July 2015 at the offices of Norton Rose Fulbright Australia, Level 18, 225 George Street, Sydney, New South Wales.

The Explanatory Memorandum, attachments and Proxy Form accompanying this Notice of Meeting comprise part of this Notice of Meeting.

Agenda

1. Resolution 1 – removal of Executive Chairman Mr Michael Norman Arnett asdirector

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

“That, in accordance with section 230D of the Corporations Act (Cth), Mr Michael NormanArnett be removed as a Director of the Company with effect from the close of this meeting.”

2. Resolution 2 – removal of Mr Andrew Linedale Martin as director

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

“That, in accordance with section 230D of the Corporations Act (Cth), Mr Andrew LinedaleMartin be removed as a Director of the Company with effect from the close of this meeting.”

3. Resolution 3 – election of Mr Adam Caspar Saunders as director

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

“That Mr Adam Casper Saunders, having consented to act, be elected a director of theCompany with effect from the close of this meeting.”

4. Resolution 4 – election Mr Grant Worner as director

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

“That Mr Grant Worner, having consented to act, be elected a director of the Company witheffect from the close of this meeting.”

5. Resolution 5 – election of Mr David Lamm as director

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

“That Mr David Lamm, having consented to act, be elected a director of the Company witheffect from the close of this meeting.”

The Explanatory Memorandum and attachments, which accompany and form part of this Notice of Meeting describe in more detail the matters to be considered. Shareholders should read the Explanatory Memorandum in full.

By order of the Board.

Lucy Rowe Company Secretary

Dated: 12 June 2015

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VOTING ENTITLEMENT

For the purposes of determining entitlements to vote at the Meeting, the Company’s Shares will be taken to be held by the people registered as holders at 7:00 pm (Sydney time) on 13 July 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

Shareholders entitled to attend and vote at the Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A shareholder 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 a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the Proxy Form and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received:

a) By post at Boardroom Pty Ltd,

GPO Box 3993, Sydney NSW 2001

or

b) By facsimile (within Australia) +61 2 92909655,

not less than 48 hours prior to the time of commencement of the Meeting or adjourned Meeting, as the case may be, at which the proxy named in the Proxy Form proposes to vote (i.e. no later than 10:30 am (Sydney Time) on Monday 13 July 2015).

A proxy must be signed by the shareholder or the shareholder’s attorney duly authorised in writing or, if the shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a shareholder.

A Proxy Form accompanies this Notice of Meeting. Additional Proxy Forms are available on request from Boardroom Pty Limited or by calling Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia).

How undirected proxies held by the Chairman of the meeting will be voted

If you appoint the Chairman of the Meeting as your proxy and you do not specify in the Proxy Form the manner in which you wish the Chairman to vote on the Resolutions to be considered at the Meeting, the Chairman intends to vote AGAINST Resolutions 1- 4 and FOR Resolution 5.

If you appoint the Chairman of the Meeting as your proxy and wish to direct the Chairman how to vote on some or all of the Resolutions to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the Proxy Form).

NGE encourages all shareholders who submit proxies to direct their proxy how to vote on each resolution.

IMPORTANT VOTING RESTRICTIONS

If you are entitled to vote, and you wish to appoint a proxy, you should be aware that if your proxy is a person who is not entitled to vote in their own right, the person may (subject to the Corporations Act) still vote as your proxy but your proxy's vote on your behalf will only be valid if, subject to the comments above in respect of undirected proxies held by the Chairman, you direct your proxy on the Proxy Form how to vote and the proxy does vote as directed.

CORPORATE REPRESENTATIVES

A shareholder which is a body corporate and which is entitled to attend and vote at the Meeting, or a proxy which is a body corporate and which is appointed by a shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative in accordance with section 250D of the Corporations Act. The representative must present satisfactory evidence of his or her appointment prior to admission to the Meeting.

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NEW GUINEA ENERGY LTD ABN 31 112 618 238

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders in New Guinea Energy Ltd (NGE or Company) in connection with the business to be considered at the general meeting of shareholders, requisitioned pursuant to Section 249D of the Corporations Act 2001 (Cth) (Act) to be held at 10:30 am on Wednesday 15 July 2015 at the offices of Norton Rose Fulbright Australia, Level 18, 225 George Street, Sydney, New South Wales.

As required by the Act, a copy of a statement provided to the Company by Kentgrove has been included in this Explanatory Memorandum as Attachment C.

Shareholders should note that each of the resolutions set out in the Notice have been proposed by Kentgrove and NOT the Board. The costs of calling and holding the general meeting are required to be met by the Company.

This Explanatory Memorandum comprises part of the accompanying Notice of Meeting. Details of the business to be considered at this Meeting are set out below.

Purpose of Explanatory Memorandum

The purpose of this Explanatory Memorandum is to provide shareholders with information, which may be relevant to the Resolutions to be put to shareholders at the Meeting.

Resolutions 1 to 5

Removal of Executive Chairman and Independent Non-Executive Director and appointment of Adam Saunders, Grant Worner and

David Lamm The requisition notice by Kentgrove required that the Company propose separate resolutions (Resolutions 1 and 2) to remove the Executive Chairman (Michael Arnett) and an Independent Non-Executive Director (Andrew Martin) as Directors of the Company. The requisition notice also proposed that shareholders elect Adam Saunders, Grant Worner and Mr David Lamm (Resolutions 3, 4 and 5) as Directors of the Company.

In accordance with the requirements of the Company’s Constitution and the Act, the Company has convened this general meeting to allow shareholders to vote on the removal of Mr Arnett and Mr Martin as directors and the election of Mr Saunders Mr Worner and Mr Lammas directors.

The Board recommends that you VOTE AGAINST RESOLUTIONS 1-4

Board recommendations

The Directors, other than Mr Arnett, are unanimously opposed to the removal of Mr Arnett as a director of NGE and recommend that shareholders vote AGAINST Resolution 1. The Directors, other than Mr Arnett, believe that there is no justification for the removal of Mr Arnett as a director. Mr Arnett does not make any recommendation in his capacity as a director of the Company and has abstained from the Board’s consideration of its recommendation in relation to Resolution 1. A biography of Mr Arnett is included in Attachment A.

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The Directors, other than Mr Martin, are unanimously opposed to the removal of Mr Martin as a director of NGE and recommend that shareholders vote AGAINST Resolution 2. The Directors, other than Mr Martin, believe that there is no justification for the removal of Mr Martin as a director. Mr Martin does not make any recommendation in his capacity as a director of the Company and has abstained from the Board’s consideration of its recommendation in relation to Resolution 2. A biography of Mr Martin is included in Attachment B.

The Directors are unanimously opposed to the appointment of Mr Adam Caspar Saunders as a director of NGE and recommend that shareholders vote AGAINST Resolution 3. A biography of Adam Caspar Saunders is included in Attachment C and was provided to the Company by Kentgrove but has not been verified by the Company. It is noted that Mr Saunders has no ASX listed Company experience.

The Directors are unanimously opposed to the appointment of Mr Grant Andrew Worner as a director of NGE and recommend that shareholders vote AGAINST Resolution 4. A biography of Mr Worner is included in Attachment C and was provided to the Company by Kentgrove but has not been verified by the Company.

Mr Worner, who is the former CEO of NGE, is a chemical engineer with oil and gas experience however, this is mainly downstream oil refinery experience which was appropriate at the time of his appointment as CEO in 2011 when NGE had potential development opportunities available to it but is no longer appropriate. He has no experience as a director of an ASX listed company.

The Chairman of the general meeting intends to vote all available proxies AGAINST Resolutions 1, 2, 3 and 4.

Reasons for the Board’s recommendations that shareholders vote AGAINST Resolutions 1 – 4

The Board considers that Resolutions 1 - 4 are not in the best interests of all shareholders for the reasons outlined below:

Kentgrove, a 19.9% shareholder, is seeking to control the Board and future direction and management of the Company without offering any premium to existing shareholders

Kentgrove is seeking to remove both the Executive Chairman and an Independent Non-Executive Director from the Board and appoint three directors to the Board nominated by Kentgrove (two of whom are directly involved with Kentgrove). Kentgrove only holds 19.9% of the shares in NGE, yet the resolutions proposed by Kentgrove seek to provide its nominees with 75% Board representation, thereby delivering control of the Board to nominees of Kentgrove. By seeking to appoint 3 directors to the NGE Board, and to remove Mr Arnett and Mr Martin as directors, Kentgrove is aiming to deliver control of the Board to Kentgrove without any control premium being paid to shareholders. If all of the resolutions proposed by Kentgrove are passed, then the future direction of NGE will be dictated by Kentgrove’s nominees. A decision to deliver this level of control to one shareholder is not a matter for the Board to determine – it is a matter for all shareholders to consider after they have been provided with all relevant information.

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The Board has had multiple discussions with representatives of Kentgrove, both before and after the notice requisitioning the Meeting was received, in relation to Kentgrove having representation on the Board commensurate with its shareholding in the Company. These proposals have been repeatedly rejected by Kentgrove.

Shareholders should think very carefully before making a decision that will deliver control of the Board and future direction and management of NGE to Kentgrove, particularly in circumstances where Kentgrove has no previous oil and gas experience, and has not articulated its strategy for the future of NGE to the Board or to shareholders. Kentgrove only holds 19.9% of the shares in NGE yet it is seeking to appoint 75% of the directors of NGE. The Board considers these requests to be a disproportionate representation for a minority shareholder in a listed company.

Kentgrove is seeking to gain access to cash that belongs to all NGE shareholders

The Board considers that Kentgrove’s attempt to take control of the Board of NGE appears to be an opportunistic attempt to gain access to NGE’s significant cash reserves.

The Board’s view is that NGE’s cash reserves belong to all shareholders and therefore any decision regarding an investment of those funds should be made by a Board that represents all shareholders fairly and equitably. Kentgrove has not provided any clear indication to the Board or NGE shareholders of its intentions for the cash reserves in your Company. Your Board highlights that as at 31 December 2014, your Company had:

Current Assets A$28.9 million

Non – Current Assets A$50.7 million

Potential Bonus Payments US$28.0 million

Potential Royalty Income Currently unascertainable – Dependent on the exploration success of the purchasers of the licence interests sold by the Company

On 26 March 2015, NGE announced that it had repaid AUD$24,144,975 in principal of convertible equity bonds (inclusive of interest), thus expunging the Company’s debt. As noted in NGE’s Annual Report, the current Board is focused on its immediate forward strategy of taking advantage of currently depressed oil and gas markets to secure future opportunities. Your Board has considered the potential for both share buy backs and capital returns but has considered the timing is not appropriate at present in light of the substantial opportunities that have been presented to your Company over the last 6 to 9 months. This position has been communicated to Kentgrove and presumably prompted their action to seek to remove 2 directors and take control of the Board and Management of NGE.

The Directors believe that any Board composition must be representative of all shareholders to ensure that NGE’s cash reserves are invested in a manner that is in the best interests of the Company and its shareholders as a whole.

Kentgrove has been offered Board representation by NGE, but Kentgrove wants control

The Board has made it clear to Kentgrove that NGE is willing to appoint a Kentgrove nominee to the Board, as one nominee director is commensurate with Kentgrove’s equity interest.

The Board has also informed Kentgrove that it needs to replace the oil and gas experience that was lost when Mr Andrew Young, former Non-Executive Director, departed the Board in the face of opposition to his re-election by Kentgrove. On the day of the Annual General Meeting, after the meeting closed, representatives of Kentgrove informed the Chairman that

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Kentgrove did not oppose Mr Young per se, but wanted to reduce the number of Directors on the Board. It is clear that Kentgrove’s aim in seeking to reduce the size of the Board is to ensure that its nominees control the Board. On the day of the Annual General Meeting, after the Annual General Meeting had closed, Kentgrove informed the Executive Chairman that it wanted:

Mr Lamm and Mr Saunders to be appointed to the Board; Mr Andrew Martin to resign so that the Board would then comprise just 4 directors; and Mr Lamm to be appointed Chairman;

Mr Lamm then stated that if the Executive Chairman did not accede to Kentgrove’s requests, Kentgrove would not be able to work with him and would seek to remove him from the Board. In circumstances where an equality of votes occurs at Board level, under the Company’s Constitution, the Chairman has a casting vote. Given Kentgrove has nominated three directors who are aligned out of a total of 4 directors, it is assumed one of the Kentgrove nominees will assume the Chairman’s position and have the casting vote, at least in the near term.

Despite the Board’s best efforts to negotiate with Kentgrove in good faith, Kentgrove has rejected any proposal that does not effectively transfer both Board and management control of NGE to Kentgrove.

The Board can only draw a negative inference from Kentgrove’s unwillingness to accept anything less than Board control.

Kentgrove’s nominees do not have any ASX listed company board experience.

Kentgrove is seeking the election of three directors, none of whom have any experience on an ASX listed company board, and only one of whom has any oil and gas experience. Your Board has attempted to conduct some due diligence on Kentgrove but due to the private nature of the fund, NGE has no understanding of its investments, track record or modus operandi as an investor to provide to shareholders.

Kentgrove’s intentions

In the attached Member Statement, Kentgrove states that its nominees will, if appointed, conduct a strategic review of the business during the 3 months following the Meeting, with this review focusing on assets, future strategic direction and overheads. No detail has been given as to what the ultimate strategy is for NGE, other than a potential buy-back or capital return.

The Directors therefore must assume that Kentgrove, in fact, has no strategy aside from accessing the significant cash reserves within the Company without having to pay for them.

As noted in the Annual Report, the Board is focusing on its immediate forward strategy of taking advantage of currently depressed oil and gas markets to secure future opportunities. The Board is willing to consider and assess investment or corporate proposals put forward by Kentgrove. To date, Kentgrove has not put forward any investment or corporate proposal for consideration.

Your Board remains focused on achieving outcomes that are in the best interests of all shareholders. As noted above, the Board believes that any proposal seeking to deliver disproportionate Board representation and Board and management control to Kentgrove, based on the size of Kentgrove’s shareholding of 19.9%, is not appropriate.

Based on the information provided to date, the Board holds the firm view that the changes proposed by Kentgrove are neither consistent with good governance nor in the best interests of all shareholders.

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5

Lack of independence

Recommendation 2.4 of the ASX Corporate Governance Principles and Recommendations provides that a majority of the board of a listed company should be independent directors. The composition of the NGE Board currently complies with this recommendation, as 2 of its 3 directors are considered to be independent.

NGE has adopted a policy on independence of directors (Independence Policy) which sets out certain criteria which indicate whether a director is independent. Relevantly, section 5.1(b) of the Independence Policy refers to the director not being:

a substantial shareholder in NGE or an officer of or otherwise associated directly with a holder of more than 5% of the issued shares in the company;

Employed by the Company in an executive capacity within the last three years.

Mr Lamm is a director and the sole shareholder of Kentgrove, and Mr Saunders is his employee at Kentgrove.

Therefore, neither Mr Lamm nor Mr Saunders meet the test set out in section 5.1(b) of the Independence Policy.

Mr Worner also fails the test set out in section 5.1(b) of NGE’s Independence Policy as he was employed by the Company in an executive capacity within the last three years. Mr Worner’s employment with the Company ended on 30 April 2014.

This would mean that if all of the resolutions put to the meeting are passed, 3 out of a total of 4 directors would not be independent, which will mean that NGE will not comply with the ASX Corporate Governance Principles and Recommendations.

Accordingly, the Board recommends that you VOTE AGAINST RESOLUTIONS 1 - 4.

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Resolution 5

Appointment of David Lamm The requisition notice by Kentgrove also required that the Company propose a resolution to elect David Lamm as a director of NGE (Resolution 5).

In accordance with the requirements of the Company’s Constitution and the Act, the Company has convened this general meeting to allow shareholders to vote on the election of Mr David Lamm.

Board Recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 5. The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 5.

Biography of David Lamm

The biography of David Lamm is included in Attachment C and was provided to the Company by Kentgrove and has not been verified by the Company. It is demonstrated however, by this biography that it appears David Lamm has no ASX Listed Company experience as a Director.

Reasons for the Board’s recommendation to vote FOR Resolution 5

The Directors believe that it is appropriate for Kentgrove to be represented on the Board of NGE, and therefore they recommend that shareholders vote in favour of Resolution 5 to appoint David Lamm to the Board.

The Board conducted a review of the suitability of each of the Kentgrove representatives for a board role. The Board considers that given his qualifications and his ownership of Kentgrove, David Lamm is the most appropriate person to represent Kentgrove on the Board of NGE.

They do not, however, believe that it is in the best interests of all shareholders for Kentgrove to have representation on the Board which is disproportionate to its shareholding and encourage shareholders to vote AGAINST Resolutions 1 to 4.

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NEW GUINEA ENERGY LIMITED ACN 112 618 238

RESPONSE TO KENTGROVE’S MEMBER’S STATEMENT

As required by the Act, a copy of a statement provided to the Company by Kentgrove has been included in this Explanatory Memorandum as Attachment C.

The Board recommends that shareholders read the statement in full. However, the Board makes the following comments with respect to the content of the statement:

“Future Strategy”

Kentgrove gives no reason for its concern about expanding into new geographies or a potential acquisition of further drilling rigs. It is the view of the directors that it is fundamentally important to diversify the asset portfolio of NGE. As far as the directors are aware, Kentgrove has no experience or contacts within Papua New Guinea in order to find new opportunities in Papua New Guinea. Therefore, the only conclusion to be drawn as to Kentgrove’s intentions is that it has no interest in further investment in oil and gas, rather it is only interested in NGE’s cash.

Kentgrove states that its nominees will, if appointed, conduct a strategic review of the business during the 3 months following the Meeting, with this review focusing on assets, future strategic direction and overheads. No detail has been given as to what Kentgrove’s ultimate strategy is for NGE, other than that Kentgrove has flagged a potential buy-back or capital return. This commercially seems without foundation if you as an investor had just purchased a 19.9% interest in a Company. The clear inference to be drawn is that Kentgrove has no interest in any asset of NGE other than its cash and indeed has a strategic plan but has chosen to simply not articulate that strategy at this point in time, despite one of its nominees being the former CEO of NGE.

“Overheads”

Under the current management and Board, the Company reduced the rent being paid at the Company’s Sydney office from $29,870 per month to the current rent of $5,391 per month. This amounts to an annual saving of more than $290,000.

The Brisbane office rent has been charged to Western Drilling Limited (WDL) since April 2014 and therefore this is not an overhead that can be apportioned to NGE. The Company must have a PNG Registered office in order to carry on business in Papua New Guinea. A percentage of this rent is also apportioned to WDL.

The existing Board and management have significantly reduced the Company’s overheads over the last five years. The graphs below demonstrate the reduction in operating lease expenses which are predominantly office leases in respect of which Kentgrove has complained.

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Total Operating Lease Expenses, Last 5 Years ($'000)

Notes: 1. Operating leases mostly comprise office lease costs, together with minor other operating leases (e.g.

photocopiers) 2. The lease on the previous office at Goldfields House in Sydney expired in 2011 3. The lease at the current office at Loftus Street in Sydney has seen total operating lease costs decline to near

one-quarter of previous levels

As is demonstrated by this graph, the current Management and Board have had, and will continue to have, very tight controls on overheads.

“Remuneration”

In April 2014, the CEO and Chairman roles were combined resulting in significant cost savings. Mr Arnett is now performing the role of Executive Chairman for substantially less than when the Company operated under the structure of both a CEO and Chairman. Mr Worner was previously paid $350,000 per annum plus statutory superannuation payments, as well as receiving options, rights and a bonus payment in 2012.

The Remuneration Committee of the Company always takes independent external advice when any remuneration of an Executive or Non-Executive Director is proposed to be changed and based on advice from Godfrey Remuneration, the Board was advised that the recommended remuneration of Mr Arnett is at the lower end of market practice.

Mr Arnett personally owns equity in NGE and is the 6th largest shareholder in the Company. Therefore Mr Arnett’s interests are clearly aligned with those of the Company and its shareholders.

Mr Arnett was to receive a tranche of options which were aligned with the Company’s share price performance however the indicative proxy voting at the recent AGM resulted in the resolution in relation to this issue of options being withdrawn.

External advice was again sought from Godfrey Remuneration for the terms and pricing of these options and again the recommended issue of options was at the lower end of market practice.

409

137

86 97 97

2010 2011 2012 2013 2014

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In April 2014, the NGE Directors reduced their directors’ fees by half, and a number of the staff offered to take part time positions within the Company during a period where activity levels were reduced while NGE was awaiting settlement of the sale of the Company’s 50% interest in PPL 269. NGE Director and Executive Costs Total Director Expenses, including Share Based Expenses, Last 5 Years ($'000)

Notes: 1. Share-based expenses recognised in accounts, but all subsequently lapsed 2. Other Director expenses, mostly short-term, have more than halved over the last 5 years Total Executive Expenses, including Share Based Expenses, Last 5 Years ($'000)

Notes: 1. Share-based expenses recognised in accounts, but all issued between 2010 – 2012 have subsequently lapsed 2. Other Executive expenses, mostly short-term, substantially increased with the appointment of the former CEO

in 2011 and substantially decreased with his departure in 2014 3. 2014 expenses exclude the one-off CEO termination costs of $289k

667 698521 391 314

1,224 1,273

650

2010 2011 2012 2013 2014

Director Expenses less Share-Based Share-Based

790

1,0481,193

1,086

650

90

91

73

61

2010 2011 2012 2013 2014

Executive Expenses less Share-Based Share-Based

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“Western Drilling disclosure”

WDL has not generated any revenue in previous financial years. Kentgrove complains about the lack of dividends from WDL. As the rig only started generating profit in 2015, it is too early to finalise the accounting treatments on the dividends, this will be done at the end of the Financial Year.

Shareholders should be aware that Kentgrove has been advised that the initial returns from WDL to the Company will be by way of repayment of loans, rather than dividends to ensure the tax efficient delivery to the Company of the available surplus cash in WDL.

WDL is a drilling company operating successfully in PNG. In the current market there are substantial drilling rigs becoming available for purchase at capital costs substantially below their replacement value. WDL, with NGE support, will look at such opportunities favourably to support NGE’s other oil and gas exploration and acquisition initiatives currently being reviewed.

“Share Price Performance”

Much of NGE’s share price decline, since listing in late 2007, occurred on the first day of trading. In fact 32% of NGE’s share price was lost on the first day.

On 1 May 2009, following the sudden passing of the former CEO, Mr Jeremy Towner, Mr Arnett assumed the role of Acting Chief Executive Officer of the Company, and at that point the share price was $0.06. By 14 September 2009, the share price had increased to $0.295. Mr Worner was appointed as CEO of NGE in June 2011, and the share price was $0.12 at that time. During the time that Mr Worner was CEO, the share price fell from $0.12 to $0.01. Notwithstanding that there has been an overall downturn in the oil and gas industry since 2007, the most significant decline in the share price occurred while Mr Worner was CEO.

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As CEO, Mr Worner was the executive charged with the task of managing the Company and creating shareholder value. Increasing the share price was a key performance indicator for Mr Worner.

“Statement of intentions”

No detail has been given as to what the ultimate strategy is for NGE should the Kentgrove nominees be appointed to the Board, other than a potential buy-back or capital return. The Directors therefore must assume that Kentgrove, in fact, has no strategy aside from accessing the significant cash reserves within the Company without having to pay for them. As noted in the Annual Report, the Board is focusing on its immediate forward strategy of taking advantage of currently depressed oil and gas markets to secure future opportunities. Your management and Board have reviewed opportunities and have been in active discussions with over ten companies concerning strategic investments or outright acquisitions. This strategy will continue to mature over coming months. The Board is willing to consider and assess any investment or corporate proposal put forward by Kentgrove. To date, Kentgrove has not put forward any investment or corporate proposal for consideration.

Neither Mr Lamm nor Mr Saunders have listed public company experience, nor appear to have oil and gas experience. Appointment of Mr Worner Mr Worner’s performance at the Company in his previous tenure is shown in the graph set out above. Prior to Mr Worner joining the Board the PPL 269 Siphon – 1 well was mobilising and ready to drill. The sale of PPL 277 to Exxon and Oil Search Limited, whilst managed under Mr Worner’s and the executive team’s oversight, was brought to the table by Mr Arnett when he was CEO,

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as ongoing discussions had been had with Exxon in the years prior to Mr Worner’s appointment. While Mr Worner and the executive team oversaw the signing of a Sale and Purchase Agreement in respect of the sale of the Company’s interest in PPL 269 to a subsidiary of Santos Limited, it was the Company’s corporate advisers, whom Mr Arnett sourced for the Company, who had the relationship with Santos prior to Mr Worner’s appointment and Mr Worner had already left the Company by the time this transaction was completed under Mr Arnett’s supervision and with the benefit of his experience.

“Alignment of interests”

Kentgrove’s substantial interest in the Company was only obtained four weeks prior to the date of the Notice of Meeting, therefore the length of its vested interest in maximizing shareholder value is minimal, unlike the majority of the Company’s shareholders.

The Company received the US$32 million from the sale of its 50% interest in PPL 269 only six weeks prior to Kentgrove acquiring its interest in NGE.

Mr Arnett is the sixth largest shareholder in NGE. He and Mr Martin are strategically aligned with delivering shareholder value given the personal wealth they have had tied up in the Company since the Company listed on ASX This provides a significant incentive to lead the strategy of the Company in returning value to shareholders, while ensuring that the Board complies with the Company’s policy on independence.

Mr Worner, who held tenure in the Company for three years from 2011, has not purchased any equity in the Company either before, during, or after his role as CEO, as far as the Board is aware.

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ATTACHMENT A – MICHAEL NORMAN ARNETT – Curriculum Vitae

Mr Arnett is a former Partner and Member of the Board of the Natural Resources Business Unit of the law firm Norton Rose Fulbright (formerly Deacons). He has more than 20 years' experience in the areas of capital raising, corporate, commercial, banking and finance, mergers and acquisitions and securities predominantly in the mining, oil and gas sector. He is a director of a number of public and private companies including NRW Holdings Ltd and Queensland Energy Resources Limited

KEY SKILLS Over 25 years experience as a Lawyer, Corporate Adviser and Director of professional service firms, publicly listed companies and community bodies

1. Extensive experience in managing all facets of a medium sized professional services organisation comprising 75 partners and staff including preparation of and implementation of the strategic plan and managing the human resources, marketing and business development and finance functions of the organisation through a period of significant growth and change.

2. Extensive experience in the negotiation of a merger of four established regional professional services organisations to create a single national professional service organisation.

3. Extensive experience in the negotiation and merger of two regional professional service organisations with a newly created national professional service organisation.

4. Extensive financial and managerial experience as Chief Operating Officer for national professional services firm of over 1,000 partners and staff operating in five states with annual turnover of over $230 million.

5. Extensive experience in the strategic planning for and development of professional services organisations and numerous publicly listed companies in the industrial and mining sectors including numerous private and public company takeovers.

6. Extensive negotiation and advisory experience in capital raising, corporate, commercial, mining and resources, banking, finance and securities areas servicing a wide range of private and publicly listed companies in the service, property, technology, manufacturing and resource sectors.

CAREER HIGHLIGHTS Over his career Mr Arnett, whilst also being a former Partner and Member of the Natural Resources Business Unit of the law firm Norton Rose Fulbright has also been on the board of numerous unlisted and ASX listed entities in both Chairman, Deputy Chairman and Non – Executive Director roles.

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These have included: Anzon Energy Limited Anzon Australia Limited Nexus Energy Limited Global Resources Corporation Limited NRW Holdings Limited Queensland Energy Resources Limited Over Mr Arnett’s tenure at NGE he has achieved the following:

i) Execution of a joint venture agreement with a subsidiary of Talisman Energy Limited within six months of his assuming the role of Acting CEO in 2009;

ii) Elevation of the Company’s share price to its highest ever price of $0.295 cents from a low point of $0.05;

iii) [Negotiation and execution of a $40 million undrawn equity line of credit];

iv) Raised over A$21.3 million in November 2009 whilst in the role of Acting Chief

Executive Officer following the sudden passing of the former CEO;

v) Executing the mobilisation and drilling of the Company’s first well in PPL 267 in 2010 at extraordinarily low cost to the Company (under US$13 million);

vi) Ensuring the Company’s cash reserves remained constant by executing a Convertible

Equity Bond Agreement for a total of $20 million in principal;

vii) Overseeing first joint venture relationship with Talisman Niugini Pty Limited to drill the Company’s second well in PPL 269;

viii) Initiation of conversations with both Exxon Mobil and Oil Search Limited, leading to the monetisation of the PPL 277;

ix) Overseeing the forward strategy of the Company and introducing Corporate Advisers to management, leading to the monetisation of the Company’s 50% interest in PPL 269;

x) Overseeing the administrative, overhead and operating cost reductions in order that the Company continue to operate during the very lean period prior to receipt of the US$32 million from the Company’s sale of its interest in PPL 269; and

xi) Ensuring the early repayment of principal loan and interest on the Convertible Equity Bonds to Quantum Strategic Partners Limited.

Qualifications/Affiliations: Bachelor of Commerce – Accounting and Finance (with Merit) University of New South Wales(1984) Bachelor of Laws - University of New South Wales (1984) F

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ATTACHMENT B – ANDREW MARTIN - Curriculum Vitae Andrew Martin is a member of the Institute of Company Directors and has a Diploma of Agriculture and a Diploma of Rural Business Management. He has operated his own business in the services and supplies sector of the resources industry in Australia, as well as operating his own pastoral interests. From 2002 to 2003 he was an independent director of Sunshine Gas Limited, before that helping Sydney Gas Ltd with logistics. Previously, he has enjoyed high level executive involvement in Queensland and National agricultural industry politics as an elected representative for 15 years. Andrew was a non-executive director of ASX listed Ord River Resources Limited from its foundation in May 2004 until 24 March 2009.

KEY SKILLS Fourth generation owner of Toolmaree Pastoral - extensive livestock grazing, family owned western Queensland business 1981. Outback Sands Pty Ltd - Provisions of Frac sand and gravel supplies to resource sector as an Owner -operator. Political; Executive Member of the National Farmers Federation. CAREER HIGHLIGHTS Sydney Gas Limited (ASX: SGC) Logistical support for fracturing operations. Sunshine Gas Limited (ASX: SHG) Independant Director 2000-2002 Ord River Recources Ltd (ASX: ORD) Foundation Non Exec Director 2002-2006 New Guinea Energy Ltd (ASX: NGE) Non - Executive Director, Chair Audit and Remuneration Committees 2006 – current. Mekong Mining Limited, Joint Foundation Director 2011 – current.   Qualifications/Affiliations: Diploma of Agriculture Diploma of Rural Business Management Professional Associations Executive Member - National Native Title Committee 1991-1995 Chair Queensland Ministerial Land Use Consultative Committee. This committee gave direct policy advice to successive Queensland Government Ministers on all landholder issues including resource sector, agriculture and tradional owners.

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Attachment C: Kentgrove’s Member’s Statement

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Member Statement for Requisitioned Meeting

Parkbay Capital Pty Ltd (as nominee for Kentgrove Capital Pty Ltd)

This statement is dated 28 May 2015 and has been prepared for the purpose of section 249P of the Corporations Act 2001 (Cth) by Parkbay Capital Pty Ltd ACN 149 216 320 as nominee for Kentgrove Capital Pty Ltd ACN 150 638 627 (Kentgrove), to set out its reasons for proposing the resolutions to be moved at the general meeting of the shareholders of New Guinea Energy Limited ACN 112 618 238 (Company or NGE). Kentgrove has recently acquired beneficial ownership of approximately 19.9% of the Company and, by its nominee Parkbay Capital Pty Ltd, has requisitioned a general meeting of shareholders in order to reconstitute the Company's board of directors. The reasons for taking this step are set out below. Proposal Kentgrove recognises the value of the Company’s assets but is concerned about the composition of the Company’s board and the prospect of further shareholder value destruction. Kentgrove is therefore proposing to remove Mr Michael Arnett and Mr Andrew Martin as directors and to appoint Mr Grant Worner, Mr David Lamm and Mr Adam Saunders. Future strategy Kentgrove is concerned by several aspects of the future strategy of the Company expressed in the Chairman’s recent AGM address. The intention of the Company to expand into new geographies, be it via oil and gas exploration or the acquisition of further drilling rigs, is worrisome. If allowed to proceed under the oversight of the current board, Kentgrove perceives a real risk that further shareholder wealth will be destroyed employing such a strategy. Overheads Kentgrove believes a company of NGE’s size must have very tight cost controls and that further overhead reductions are required in order to preserve shareholder value. For example, maintaining offices in Sydney, Brisbane and Port Moresby seems excessive for such a small company. Remuneration Kentgrove is concerned that the level of executive remuneration is excessive for a company of NGE’s size and dismal share price performance. Mr Arnett’s salary is $360,000 (plus superannuation). No portion of his remuneration is contingent on the Company's performance. In Kentgrove's opinion the interests of listed company executives should be appropriately aligned with those of the Company’s shareholders. The resolutions put forward by the board for the AGM on 20 May 2015 (but withdrawn due to lack of proxy voting support) would have led to the issue of a total of 37.5 million options to directors with an exercise price of $0.02, which is below the reported cash backing of approximately $0.021 per share or $17.437 million as reported at 31 March 2015. In Kentgrove's opinion, this illustrates how far removed the directors have become from what should be the key focus of maximising shareholder value. Further, the reported cash balance of $17.437 million does not include any dividends from the Company’s 50% joint venture Western Drilling Company (WDL), that commenced flowing in the 2

nd quarter of 2015 according

to NGE’s presentation released on 14 May 2015.

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Western Drilling disclosure

From the purchase of WDL’s drill rig on 8 March 2011 until 31 December 2014, NGE had invested a total

of A$13.9 million into WDL. This is a significant investment for a company the size of NGE, yet no clear disclosure has ever been made to shareholders about the financial performance of WDL. The WDL rig commenced its first drilling contract on 16 September 2014 for Interoil, but as at 27 May 2015, over 8 months later, the Company had only reported minimal cash inflows from WDL. The lack of disclosure on WDL, including any expected distributions, is concerning. Share price performance Since the Company’s IPO on 28 December 2007 at a list price of $0.25, the share price has declined by 94.4% to $0.014, being the last closing price prior to the purchase of Kentgrove’s substantial shareholding on 14 May 2015. Mr Martin has been a director of the Company since the IPO and overseen enormous destruction of shareholder value since that time. Mr Arnett joined Mr Martin on the board on 1 April 2009. In over 6 years since then, the share price has declined by 73.6% to $0.014 on 13 May 2015. Kentgrove believes it is now time for board renewal. Statement of intentions Kentgrove believes significant value lies within NGE and if carefully managed NGE could deliver all shareholders strong returns in both the short and long term. If appointed, the new directors would conduct a strategic review of the business during the three months following the general meeting. This review will focus on each of the Company’s assets, the Company's future strategic direction, assess the overhead structure and also consider various capital management options, including the potential for share buy-backs or capital returns to all shareholders. The new directors would also seek to increase the level of disclosure overall, and specifically in relation to the WDL joint venture. Mr Lamm and Mr Saunders would bring substantial financial, investment and corporate skills to the board and the Company. Mr Worner would reinstate significant oil and gas experience to the board and the Company. Following the strategic review, the new directors presently intend to commence a search for a new and independent Chairperson. Alignment of interests The new directors' focus would be on maximising shareholder value for all shareholders. Kentgrove’s interests are significant and materially aligned with those of other shareholders given its approximate 19.9% beneficial shareholding in the Company. Mr Arnett and Mr Martin only own approximately 1.2% and 0.5% of the Company respectively. Kentgrove strongly recommends that each shareholder vote in favour of the proposed resolutions to bring about the renewal of the Company's board. Kentgrove believes that this will deliver the best outcome for all shareholders. Yours sincerely

David Lamm Parkbay Capital Pty Ltd Kentgrove Capital Pty Ltd 28 May 2015

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Mr David Lamm

David Lamm has over a decade of experience in business and financial markets including roles at Credit Suisse, Bain & Company and the Alter Family Office where he gained experience across an extensive range of sectors and industries.

Based in Melbourne, David is the founder and Managing Director of Kentgrove Capital, a successful managed fund focussing on listed Australian equities. David began his investments career as Portfolio Manager within the Alter Family Office, one of the largest private family offices in Australia, where he established his exceptional track record in funds management.

Prior to joining the Alter Family Office, David was a respected investment banker with Credit Suisse. There his involvement in numerous M&A deals gave him a unique insight into the Australian market and most importantly in analysing companies and assessing value.

Beginning his career as a management consultant at Bain & Company, David consulted to some of the largest public and private companies in Australia. The experience at Bain & Company provided a comprehensive understanding of business fundamentals and company enhancement.

David qualified as an actuary, specialising in Investments and Finance, and is a Fellow of the Institute of Actuaries of Australia. David also holds a Bachelor in Commerce from the University of Melbourne, with First Class Honours.

Mr Grant Worner

Grant Worner was CEO of New Guinea Energy from 27 June 2011 to 30 April 2014. During this time he was responsible for executing two critical transactions: the sale of PPL277 to ExxonMobil and Oil Search for US$15m cash upfront, with a further US$20m payment contingent on a PDL being granted and an unlimited revenue royalty from the petroleum sold; and the sale of NGE’s 50% stake in PPL269 to Santos for US$32m cash upfront, with further contingent cash payments of US$2m if a PRL is granted, and US$6m if a PDL is granted.

Mr Worner has more than 25 years’ experience across the entire oil industry supply chain, including 12 years international experience in a 22 year career with BP. Mr Worner has spent the last 10 years operating at executive level for BP, NGE, and his own specialist management consultancy firm. His role prior to NGE was as CFO for Australia’s largest oil refinery where he led the strategy and growth of the business that delivered more than US$1bn in EBITDA during his 5 year tenure.

Mr Worner has led teams and businesses in exploration, trading, refining, and marketing in Europe, the US, Papua New Guinea, New Zealand and Australia. His skills have been developed across technical and commercial disciplines and he has a well-established network in the investment community and the oil and gas industry.

Mr Worner has a Bachelor of Engineering (Chemical, 1st Class Honours) degree from the University of Queensland, an MBA from the University of Western Australia, and completed executive education courses in the London School of Economics, Cambridge, Harvard, and Stanford Universities. He is a Graduate of the Australian Institute of Company Directors and has been a non-Executive Director of The New Zealand Refining Company Ltd and Dipetane Holdings Pty Ltd.

Mr Adam Saunders

Adam Saunders is currently employed by Kentgrove Capital, where he is primarily involved in the analysis of investment opportunities with the focus of delivering superior returns.

Previously Adam worked at boutique corporate advisory firm GBS Finanzas in Madrid, and Credit Suisse in Melbourne in the Mergers & Acquisitions team. Adam would bring valuable experience to NGE having previously worked on various oil and gas deals, cross-border transactions and having been involved in various buy-side and sell-side public company mandates.

Adam holds a Bachelor in Commerce from the University of Melbourne with Honours in Finance.

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CONSENT TO BECOME A DIRECTOR

I David Lamm hereby consent to become a director of New Guinea Energy Limited ACN 1 12 6jg 23g(Gompany) For the purposes of the Corporations Act 2001(Cth), my personal detarls are

Given and family names David Lamm

Former given and family Not applicablenames (i f any)

Date of birth 8 November 1g79

Place of birth Melbourne, Australra

Residential address 37 Kent Grove, cautfretd North Vtc. 3161

I consent to the abovementioned detai ls being notif ied to the Australran Securit ies & InvestmentsCommission to the extent required by the Coiporations Act

Dated: 26 May 2015

(Signature)

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CONSENT TO BECOME A DIRECTOR

I Adam caspar saunders hereby consent to become a director of New Guinea Energy Limited ACN 1 12618 238 (company) For the purposes of the corpo rations eaioot {cth), my personar detairs areGiven and family name$

Former given and familynames (i f any)

Date of birth

Place of bir.th

Residential address

Adam Caspar Saunders

Not applrcabte

9 December 1983

Oxford, Engtand

14 Henry Street, Northcote, VlC, 3OZ0

I consent to the abovementioned detai ls being notif ied to the Austratian securrt ies & lnvestmentsCommission to the extent required ny if,e Corn orattons Act

ze f osfzas

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YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 10:30am (Sydney Time) on Monday 13 July 2015.

TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/ngegm2015 STEP 2: Enter your holding/investment type:

STEP 3: Enter your Reference Number: STEP 4: Enter your VAC:

PLEASE NOTE: For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY Indicate who you want to appoint as your Proxy. If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space. Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form. To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid. Proxy which is a Body Corporate Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

STEP 3 SIGN THE FORM The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders should sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am (Sydney Time) on Monday, 13 July 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy forms may be lodged using the enclosed Reply Paid Envelope or: Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration.

Online By Fax By Mail

In Person

www.votingonline.com.au/ngegm2015

+ 61 2 9290 9655 Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 12, 225 George Street, Sydney NSW 2000 Australia

All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  

By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760

(outside Australia) +61 2 9290 9600

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New Guinea Energy Limited ACN 112 618 238

Your Address This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of New Guinea Energy Limited (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the offices of Norton Rose Fulbright Australia, Level 18, 225 George Street, Sydney NSW 2000 on Wednesday 15 July 2015 at 10:30am (Sydney Time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chair of the Meeting intends to vote undirected proxies AGAINST Resolutions 1 – 4 and FOR Resolution 5.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

Resolution 1

Removal of Executive Chairman Mr Michael Arnett as Director The Board recommends you vote AGAINST Resolution 1

For Against Abstain*

Resolution 2

Removal of Mr Andrew Linedale Martin as Director The Board recommends you vote AGAINST Resolution 2

Resolution 3

Election of Mr Adam Caspar Saunders as Director The Board recommends you vote AGAINST Resolution 3

Resolution 4

Election of Mr Grant Worner as Director The Board recommends you vote AGAINST Resolution 4

Resolution 5

Election of Mr David Lamm as Director

The Board recommends you vote FOR Resolution 5

STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2015

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