Genel Energy plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your ownpersonal financial advice from your stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser authorised pursuant to the Financial Services and Markets Act 2000. AllShareholders should consult their professional advisers regarding their own tax position.

If you have sold or otherwise transferred all of your Voting Ordinary Shares in Genel Energy plc, pleaseforward this document and the accompanying documents at once to the purchaser or transferee or to theagent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Genel Energy plc(Incorporated and registered in Jersey with number 107897)

Approval for Waiver of Obligations under Rule 9 of the City Code onTakeovers and Mergers

Notice of the General Meeting of Genel Energy plc to be held at The Dickens Room, Holborn Bars, 138-142Holborn, London EC1N 2NQ on Wednesday, 5 September 2012 at 10.00 a.m. is set out at the end of thisdocument. The Form of Proxy accompanying this document for use in connection with the General Meetingshould be completed and returned in accordance with the instructions thereon so as to be received by theCompany’s Registrars, Capita Registrars (Jersey) Limited, by hand or by post at PXS, 34 Beckenham Road,Beckenham BR3 4TU by no later than 10.00 a.m. on Monday, 3 September 2012. The recommendation ofthe Independent Directors on the resolution referred to in this document is set out on page 7 of this document.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove, isauthorised by the Financial Services Authority and is acting for Genel Energy plc, through its IndependentDirectors, and no one else in relation to the Rule 9 Waiver and will not be responsible to any person otherthan Genel Energy plc, for providing the protections afforded to its clients, nor for providing advice inrelation to the Rule 9 Waiver or in relation to the contents of this document or any transaction or arrangementreferred to in this document.

This document is published on 16 August 2012.

Appendix 1

Section 4(i)

R24.3(d)(i)

TABLE OF CONTENTS

Page

DEFINITIONS 3

PART I LETTER FROM THE INDEPENDENT DIRECTORS 5

PART II INFORMATION ON THE SIGNIFICANT SHAREHOLDERS 8

PART III ADDITIONAL INFORMATION 12

PART IV INFORMATION INCORPORATED BY REFERENCE 26

PART V NOTICE OF GENERAL MEETING 27

PROPOSED TIMETABLE

Latest time for receipt of forms for proxy for use atthe General Meeting 10.00 a.m. on Monday, 3 September 2012

General Meeting 10.00 a.m. on Wednesday, 5 September 2012

2

DEFINITIONS

The following definitions apply in this document, unless the context otherwise requires:

“Annual Report” the Company’s Annual Report and Accounts 2011

“Buyback Authority” has the meaning given to it in the Letter from the IndependentDirectors on page 5 of this document

“Company” or “Genel Energy” Genel Energy plc

“Deed of Covenant” has the meaning given to it in paragraph 6.2 in Part III of thisdocument

“Directors” or “Board” the directors of Genel Energy, whose names are set out inparagraph 2 of Part III of this document

“Disclosure Date” Close of business (5.00 p.m. London time) on Wednesday,15 August 2012, being the latest practicable date prior to thepublication of this document

“Disclosure Period” has the meaning given to it in paragraph 4.7 in Part III of thisdocument

“Elysion” Elysion Energy Holding B.V.

“Escrow Agreement” has the meaning given to it in paragraph 6.3 in Part III of thisdocument

“Focus” Focus Investments Limited

“Founders” means Tony Hayward, Julian Metherell, Nathaniel Rothschild andTom Daniel

“GEIL” Genel Energy International Ltd.

“General Meeting” the general meeting of the Independent Shareholders of theCompany called pursuant to the notice set out in Part V of thisdocument

“Group” the Company and its subsidiaries

“Independent Directors” the Directors, excluding Murat Yazici and Gulsun NazliKaramehmet-Williams

“Independent Shareholders” Voting Ordinary Shareholders other than the SignificantShareholders and/or their respective nominees

“London Stock Exchange” London Stock Exchange plc

“Maximum Voting Percentage” such percentage as would, in the event of a Significant Shareholderor any of its affiliates subsequently acquiring one additional VotingOrdinary Share, result in a Significant Shareholder or any of theirrespective affiliates being required to make a mandatory offer forthe Company under Rule 9 of the Takeover Code. The MaximumVoting Percentage is set to ensure that the Significant Shareholdersand their affiliates’ aggregate voting interest in the Companyremains below 30 per cent. of the total Voting Ordinary Shares

“Merger Agreement” has the meaning given to it in paragraph 6.1 in Part III of thisdocument

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“Official List” the Official List of the UK Listing Authority

“Ordinary Shares” Voting Ordinary Shares and Suspended Voting Ordinary Shares

“Panel” the Panel on Takeovers and Mergers

“Performance Share Plan” the Company’s long-term executive performance share plan

“PRM” Petroleum Resources Management N.V.

“Relationship Agreement” has the meaning given to it in paragraph 6.5 in Part III of thisdocument

“Rule 9 Waiver” a waiver (further details of which are set out on pages 6 and 7 of thisdocument) of the obligation to make a general offer under Rule 9 ofthe Takeover Code granted by the Panel conditional on the approvalof the Independent Shareholders by the passing of the WaiverResolution

“Security Interest Agreement” has the meaning given to it in paragraph 6.4 in Part III of thisdocument

“Shareholders” the holders of Voting Ordinary Shares

“Significant Shareholders” means Elysion, Focus and PRM

means the suspended voting ordinary shares of £0.10 each in theshare capital of the Company

“Takeover Code” the City Code on Takeovers and Mergers

“Voting Ordinary Shares” voting ordinary shares of £0.10 each in the share capital of theCompany

“Waiver Resolution” the resolution set out in the notice of General Meeting and which isto be proposed as an ordinary resolution

“Suspended Voting OrdinaryShares”

4

PART I

LETTER FROM THE INDEPENDENT DIRECTORS

Genel Energy plc(Incorporated and Registered in Jersey with No 107897)

Independent Directors Registered Office:

Rodney Chase, CBE 12 Castle StreetTony Hayward St. HelierJulian Metherell Jersey JE2 3RTJim LengSir Graham HearneMehmet ÖğütçüMark ParrisGeorge RoseNathaniel RothschildChakib Sbiti

16 August 2012

To Voting Ordinary Shareholders

Dear Shareholder

Approval for Waiver of Obligations under Rule 9 of the City Code on Takeovers and Mergers

Introduction and Background

This document, which contains a notice of General Meeting is being posted to all Shareholders today. TheGeneral Meeting is to be held at The Dickens Room, Holborn Bars, 138-142 Holborn, London EC1N 2NQat 10.00 a.m. on Wednesday, 5 September 2012.

At the Company’s Annual General Meeting held on 22 May 2012, the Company received authority from itsShareholders to make market purchases of its own Voting Ordinary Shares as permitted by its Articles ofAssociation. The authority limits the number of Voting Ordinary Shares that could be purchased to amaximum of 21,347,954 (representing approximately 10 per cent. of the aggregate issued Voting OrdinaryShare capital of the Company as at 19 April 2012) and sets minimum and maximum prices at which suchpurchases can be made (the “Buyback Authority”). The Buyback Authority will expire at the conclusion ofthe next AGM of the Company.

On completion of the merger between the Company and GEIL in November 2011, the SignificantShareholders (who were the sellers of GEIL) agreed to limit the number of Voting Ordinary Shares that theyreceived in connection with the merger in order to ensure that their aggregate holding of Voting OrdinaryShares (together with the holdings of their affiliates) would not exceed the Maximum Voting Percentage. Thebalance of the consideration received by the Significant Shareholders in connection with the merger took theform of Suspended Voting Ordinary Shares. Further details on the Suspended Voting Ordinary Shares are setout in the description of the Merger Agreement in paragraph 6.1 of Part III of this document. The SignificantShareholders are deemed to be acting in concert under the Takeover Code.

If, at some point in the future, the Company were to resolve to repurchase Voting Ordinary Shares in themarket pursuant to the Buyback Authority, and the Significant Shareholders do not participate pro rata totheir interest in the Voting Ordinary Shares in any such repurchases, the aggregate holding of the SignificantShareholders in Voting Ordinary Shares would increase above the Maximum Voting Percentage (i.e. 30 percent. or more) and, in accordance with Rule 37.1 of the Takeover Code, the Significant Shareholders couldbe required to make a general offer for the entire issued share capital of the Company not already held bythem.

App 1

S4(i)

R24.3(d)(ii)

App 1

S4(i)

R24.3(d)(i)

5

The Independent Directors are therefore seeking the approval of the Independent Shareholders, via theWaiver Resolution, for a waiver to be granted by the Panel from the obligation that would otherwise applyto the Significant Shareholders upon the exercise of the Buyback Authority under Rule 9 of the TakeoverCode. The Panel has agreed to grant this waiver, subject to the approval of the Waiver Resolution by theIndependent Shareholders. The Waiver would not apply to the acquisition of any interests in the VotingOrdinary Shares other than as a result of the Buyback Authority, and would only apply for as long as theBuyback Authority remains in force.

Further, the Independent Directors would only use the Buyback Authority if it is, in their opinion, in the besteconomic interests of the Company to do so. The final decision relating to any buy back would be taken bythe Independent Directors and would be conducted within the pricing and size parameters agreed by theIndependent Directors but in compliance with the limits set out in the Buyback Authority.

Neither Murat Yazici nor Gulsun Nazli Karamehmet-Williams have taken part in the decision to recommendthe Waiver Resolution. These matters have been dealt with by the Independent Directors. The SignificantShareholders and/or their nominees or representatives will not vote on the Waiver Resolution at the GeneralMeeting.

Further details on the Waiver Resolution are set out below.

The Takeover Code and the Waiver Resolution

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the TakeoverCode) which, taken together with any interest in shares already held by that person or any interest in sharesheld or acquired by persons acting in concert with them, carry 30 per cent. or more of the voting rights of acompany which is subject to the Takeover Code, is normally required to make a general offer to all theremaining shareholders to acquire their shares in the company. Such an offer would have to be made in cashand at the highest price paid for any interest in shares by that person or by any person acting in concert withit within the 12 months prior to the announcement of the offer. Under Rule 37.1 of the Takeover Code, whena company redeems or purchases its own voting shares, any resulting increase in the percentage of sharescarrying voting rights in which a shareholder and any persons acting in concert with him are interested willnormally be treated as an acquisition for the purpose of Rule 9 of the Takeover Code.

As noted above, the Significant Shareholders currently have an interest equal to the Maximum VotingPercentage of the Voting Ordinary Share capital of the Company.

If the Company were to resolve to buy back the maximum number of Voting Ordinary Shares possiblepursuant to the Buyback Authority in the market other than from the Significant Shareholders, the SignificantShareholders would own 64,121,003 Voting Ordinary Shares, representing approximately 33.33 per cent. ofthe Company’s Voting Ordinary Share capital following the full use of the Buyback Authority, and theSignificant Shareholders would therefore be subject to the provisions of Rule 9 of the Takeover Code.

Tables showing the holdings of the Significant Shareholders, both at the Disclosure Date and following anexercise in full of the Buyback Authority on the basis set out above, are set out at paragraphs 5.1 and 5.2 ofPart II to this document.

In addition to their current holdings of Ordinary Shares, the Significant Shareholders each have an interestin 3,000,000 Founder Securities, which can be exchanged for Ordinary Shares upon certain performanceconditions being satisfied. However, upon such exchange, the Significant Shareholders will only be issuedwith such number of Voting Ordinary Shares as is necessary to leave them with the Maximum VotingPercentage of Voting Ordinary Shares, with the balance of their entitlement being settled in SuspendedVoting Ordinary Shares. For further details on the Founder Securities, see paragraph 9 of Part III.

Should the Independent Directors subsequently decide that it is appropriate in the future for the Company touse the Buyback Authority to purchase Voting Ordinary Shares, they would not be prepared to authorise anysuch purchase in circumstances which would lead to the Significant Shareholders becoming obliged to makea general offer for the Company. For this reason, the Independent Directors have decided to seek a waiverfrom the Panel from the obligation on the Significant Shareholders to make a general offer for the Companyunder Rule 9 of the Takeover Code that would result from an exercise of the Buyback Authority.

6

The Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a resultof increases in the shareholding of each Significant Shareholder following an exercise of the BuybackAuthority, subject to the approval of the Independent Shareholders. Accordingly, the Waiver Resolution isbeing proposed at the General Meeting and will be taken on a poll. A representative of each SignificantShareholder may attend the General Meeting but none of the Significant Shareholders (nor any nominee orrepresentative of them) will be entitled to vote on the Waiver Resolution.

If the Waiver Resolution is passed and the Panel grants the waiver, then, following a buyback of VotingOrdinary Shares by the Company on the basis set out above, the Significant Shareholders will be interestedcollectively in more than 30 per cent., up to a maximum of 33.33 per cent. if the maximum number of VotingOrdinary Shares that can be purchased under the Buyback Authority is purchased. Any further increase in theshareholding of the Significant Shareholders will be subject to the provisions of Rule 9 of the Takeover Code.

Management, employees and continuation of the business of the Company

The Directors intend to continue to conduct the business of the Company in the same manner as it iscurrently conducted and there are no plans to redeploy its fixed assets or to introduce any substantial changesin the business of the Group, the management of the Group, the continued employment of its employees ortheir terms of employment.

General Meeting – action by Shareholders

Set out at the end of this document is a notice convening the General Meeting to be held at The DickensRoom, Holborn Bars, 138-142 Holborn, London EC1N 2NQ on Wednesday, 5 September 2012 at 10.00 a.m.at which the Waiver Resolution will be proposed and on which a poll will be taken.

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Whetheror not Shareholders intend to be present at the meeting, Shareholders are requested to complete and returnthe Form of Proxy in accordance with the instructions printed thereon so that it arrives at the Company’sRegistrars as soon as possible and in any event not later than 10.00 a.m. on Monday, 3 September 2012,being 48 hours before the start of the General Meeting. Completion and return of the Form of Proxy will notprevent Shareholders from attending and voting at the meeting should they so wish.

Further information

Your attention is drawn to the further information set out in Parts II and III of this document.

Recommendations

Waiver Resolution

The Independent Directors, who have been so advised by J.P. Morgan Cazenove, believe that obtaining theRule 9 Waiver is fair and reasonable and in the best interests of the Independent Shareholders. In providingadvice to the Independent Directors, J.P. Morgan Cazenove has taken into account the IndependentDirectors’ commercial assessments. The Independent Directors also believe that obtaining the Rule 9 Waiveris in the best interests of the Company as a whole.

Accordingly, the Independent Directors recommend that Independent Shareholders vote in favour of theWaiver Resolution to approve the Rule 9 Waiver as they intend to do in respect of their own shareholdingsof 26,124,442 Voting Ordinary Shares, representing approximately 12.2 per cent. of the Voting OrdinaryShare capital as at the Disclosure Date.

Yours faithfully

Rodney ChaseChairman, Genel Energy plcFor and on behalf of the Independent Directors

App 1

S2(d)

7

PART II

INFORMATION ON THE SIGNIFICANT SHAREHOLDERS

1. Information on Elysion

1.1 Elysion Energy Holding B.V., formerly known as Genel Energy Holdings B.V., is a private limitedcompany incorporated under the laws of the Netherlands with registered number 2102152, and whosestatutory seat is in Amsterdam, The Netherlands and its registered office at Prins Bernhardplein 200,1097 JB Amsterdam, The Netherlands.

1.2 The directors of Elysion are as follows:

Intertrust (Netherlands) B.V.

Mextrust B.V

Murat Yazici

1.3 The only business interest of Elysion is the holding of shares in the Company.

2. Information on Focus

2.1 Focus Investments Limited is a private limited company incorporated in the Marshall Islands withregistered number 33290 and whose registered office is at Trust Company Complex, Ajeltake Road,Ajeltake Island, Majuro, Marshall Islands MH 96960.

2.2 The directors of Focus are as follows:

Mehmet Bülent Ergin

Ali Tuğrul Tokgöz

Mehmet Mat

2.3 The only business interest of Focus is the holding of shares in the Company.

3. Information on PRM

3.1 Petroleum Resources Management N.V. is a company incorporated in Curacao with registered number107566 and whose registered office is at Zeelandia Office Park, Kaya W.F.G. (Jombi) Mensing 14,2nd Floor, Wilemstad, Curacao.

3.2 The directors of PRM are as follows:

Intertrust Management (Curaçao) N.V.

Intertrust (Curaçao) B.V.

Murat Yazici

Anton Curtis

3.3 The only business interest of PRM is the holding of shares in the Company.

4. Relationships of Significant Shareholders with certain Directors

4.1 Murat Yazici has been nominated for appointment as a director of the Company by Elysion pursuantto the terms of the Relationship Agreement.

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4.2 Murat Yazici owns 20.16 per cent. of PRM and is a director of PRM. Murat Yazici also owns3.43 per cent. of Elysion and is a director of Elysion.

4.3 Ms Gulsun Nazli Karamehmet-Williams has been nominated for appointment as a director of theCompany by Focus pursuant to the terms of the Relationship Agreement. Ms Karahmehmet-Williamsis the daughter of Mehmet Emin Karamehmet, the ultimate beneficial owner of Focus.

4.4 There is no outstanding relationship between any of the Significant Shareholders and J.P. MorganCazenove as the independent adviser to the Company.

5. Information on the Significant Shareholder’s interests in the Company

5.1 The table below shows the respective interests of the Significant Shareholders of Ordinary Shares,Voting Ordinary Shares and Suspended Voting Ordinary Shares as at the Disclosure Date:

Suspended Voting Voting Ordinary Ordinary Ordinary Shares (%) Shares (%) Shares (%)

Elysion 39,189,757 14.0 28,097,8231 13.1 11,091,9342 16.7Focus 73,389,351 26.2 36,023,180 16.9 37,366,1712 56.2PRM 18,053,414 6.4 – – 18,053,4143 27.1Other Genel Energy shareholders (including the Founders) 149,615,676 53.4 149,615,676 70.0 – – –––––––––– –––––– –––––––––– –––––– –––––––––– ––––––Total 280,248,198 100.0 213,736,679 100.0 66,511,519 100.0 –––––––––– –––––– –––––––––– –––––– –––––––––– ––––––Notes

1. 664,993 Voting Ordinary Shares of which are deferred consideration shares pursuant to the terms of the MergerAgreement held by J.P. Morgan Chase Bank N.A. as escrow agent.

2. All of which are deferred consideration shares pursuant to the terms of the Merger Agreement held by J.P. Morgan ChaseBank N.A. as escrow agent.

3. 3,610,683 Suspended Voting Ordinary Shares of which are deferred consideration shares pursuant to the terms of theMerger Agreement held by J.P. Morgan Chase Bank N.A. as escrow agent, and 1,805,341 Suspended Voting Shares ofwhich are subject to a security interest in favour for the Company as security for PRM’s share of any claims under theMerger Agreement, pursuant to the Security Interest Agreement.

5.2 Set out below is the maximum individual and aggregate percentage of the Voting Ordinary Sharecapital and Ordinary Share capital which would be beneficially held by the Significant Shareholdersassuming the Company buys back the maximum number of Voting Ordinary Shares possible pursuantto the Buyback Authority from Voting Ordinary Shareholders other than the Significant Shareholders:

Percentage of Voting Ordinary Percentage of Share capital Ordinary Share Number of after the Number of capital after Voting Ordinary maximum Ordinary the maximum Shares buy-back Shares buy-back

Elysion Energy Holding BV 28,097,8231 14.6 39,189,757 15.1Focus Investments Limited 36,023,180 18.7 73,389,351 28.3Petroleum Resources

Management NV – – 18,053,414 7.0 –––––––––– –––––––––– –––––––––– ––––––––––Total 64,121,003 33.3 130,632,522 50.4 –––––––––– –––––––––– –––––––––– ––––––––––Notes

1. 664,993 Voting Ordinary Shares of which are deferred consideration shares pursuant to the terms of the MergerAgreement held by J.P. Morgan Chase Bank N.A. as escrow agent.

9

5.3 The Significant Shareholders are deemed to be acting in concert under the Takeover Code.

6. Information on ultimate owners of certain Significant Shareholders

6.1 The following individual has a pre-existing interest in Elysion, such that he has a potential direct orindirect interest of 5 per cent. or more in any part of the capital of the Company which the Panel wouldregard as equity capital:

(i) Mehmet Sepil

Mehmet Sepil is the President of the Company, and indirectly owns 12.4 per cent. of the VotingOrdinary Shares, and 13.5 per cent. of the Ordinary Shares, through his ownership interests inElysion (94.2 per cent.) and PRM (5.7 per cent.). Mr. Sepil was formerly the CEO of GEIL. Hehas over 29 years of construction engineering, financial and administrative managementexperience in construction and high tech companies, which includes advanced field operations,international contracting and business development experience within NATO, the US andTurkish government projects as well as private sector projects.

6.2 The following individual has a pre-existing interest in Focus, such that he has a potential direct orindirect interest of 5 per cent. or more in any part of the capital of the Company which the Panel wouldregard as equity capital:

(i) Mehmet Emin Karamehmet

Mehmet Emin Karamehmet indirectly owns 16.9 per cent. of the Voting Ordinary Shares, and26.2 per cent. of the Ordinary Shares, through his 100 per cent. indirect ownership interest inFocus. Mr. Karamehmet is the Chairman of the Board of Directors of Cukurova HoldingA.S. (a leading Turkish business conglomerate) as well as various Cukurova group companies,such as BMC Sanayi, Noksel, Baytur Insaat and Cukurova Kimya. Mr. Karamehmet alsoserves as a member of the board of directors at other Cukurova group companies, includingCukurova Jenerator, Turk Medya and Cimsatas.

7. Disclosure of interests and dealings in the relevant securities of the Significant Shareholders

7.1 Save as disclosed in paragraph 4 above, neither the Company nor any of its Directors, nor any personacting in concert with the Company or its Directors, held any interest in, right to subscribe for, or shortposition in any relevant securities of any of the Significant Shareholders.

7.2 For the purposes of this paragraph 7 of Part II, “relevant securities” means ordinary shares in Elysion,Focus or PRM (as the case may be) or any other securities of Elysion, Focus or PRM (as the case maybe) convertible or exchangeable into rights to subscribe for, options (including traded options) inrespect of, or derivatives referenced to, any such shares or short positions, (whether conditional orabsolute and whether in the money or otherwise), including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another person to purchase or takedelivery, in each case in respect of ordinary shares in Elysion, Focus or PRM (as the case may be).

8. Material contracts

8.1 In connection with the merger between the Company and GEIL, the Significant Shareholders enteredinto various material contracts outside the ordinary course of business with, inter alios, the Company,further details of which are set out in paragraph 6 of Part III.

8.2 In May 2012, Focus entered into a security interest agreement with Credit Europe Bank N.V. (the“Lending Bank”), pursuant to which Focus granted a pledge over 7,800,000 of its Voting OrdinaryShares as security for a loan facility. Should the pledge ever become enforceable, the Lending Bankhas agreed with the Company that before it exercises any power of sale that it may have over suchVoting Ordinary Shares, it shall promptly (i) give the Company written notice of the intention toexercise such right and (ii) give the Company written notice of whether Elysion exercises or declinesa right of first refusal granted to Elysion over such shares by the Lending Bank so as not to contradictthe terms of the Merger Agreement (see paragraph 6.1 of Part III for further details).

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8.3 Save as referred to above and in paragraph 6 to Part III, there have been no material contracts enteredinto by the Significant Shareholders or any of their respective subsidiaries (other than in the ordinarycourse of business) during the two years immediately preceding the date of this document.

9. Intentions of the Significant Shareholders regarding the Company’s business

9.1 Each of the Significant Shareholders has confirmed to the Company that it is not proposing, as a resultof any increase in their percentage interest in Voting Ordinary Shares following an exercise of theBuyback Authority, to seek any change in the composition of the Board or to the general nature of anyother aspect of the Company’s business.

9.2 As required by the Takeover Code, each of the Significant Shareholders has confirmed it intends toprocure that the business of the Company is conducted in the same manner as it is currently conductedand that no Significant Shareholder has any plans to change the locations of the Company’s places ofbusiness, redeploy the Group’s fixed assets or to introduce any substantial changes in the businessof the Group, the management, the continued employment of its employees or their terms ofemployment, and the trading facilities for any relevant securities of the Company.

9.3 Each Significant Shareholder, insofar as it is affected by the Company’s use of the Buyback Authority,has no intention to make any change to the continued employment of its respective employees (whererelevant), the management of its respective subsidiaries, its strategic plans for its business and thelocations of its business.

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PART III

ADDITIONAL INFORMATION

1. Responsibility

1.1 Save for Murat Yazici and Gulsun Nazli Karamehmet-Williams in relation to the views of theIndependent Directors as to the merits of the Waiver Resolution only, the Directors, whose namesappear in paragraphs 2.1 and 2.2 of this Part III, accept responsibility for the information containedin this document, other than information relating to the Significant Shareholders, the directors of anySignificant Shareholder and their immediate families, related trusts and companies and personsconnected to them. Save as aforesaid, to the best of the knowledge and belief of the Directors (whohave taken all reasonable care to ensure that such is the case) the information contained in thisdocument is in accordance with the facts and does not omit anything likely to affect the import of suchinformation.

1.2 The directors of Elysion, whose names are set out in paragraph 1.2 of Part II, accept responsibility forthe information contained in this document relating to Elysion, the Elysion directors and theirimmediate families, related trusts and companies and persons connected to them. Save as aforesaid,to the best of the knowledge and belief of the directors of Elysion (who have taken all reasonable careto ensure that such is the case) the information contained in this document is in accordance with thefacts and does not omit anything likely to affect the import of such information.

1.3 The directors of Focus, whose names are set out in paragraph 2.2 of Part II, accept responsibility forthe information contained in this document relating to Focus, the Focus directors and their immediatefamilies, related trusts and companies and persons connected to them. Save as aforesaid, to the bestof the knowledge and belief of the directors of Focus (who have taken all reasonable care to ensurethat such is the case) the information contained in this document is in accordance with the facts anddoes not omit anything likely to affect the import of such information.

1.4 The directors of PRM, whose names are set out in paragraph 3.2 of Part II, accept responsibility forthe information contained in this document relating to PRM, the PRM directors and their immediatefamilies, related trusts and companies and persons connected to them. Save as aforesaid, to the bestof the knowledge and belief of the directors of PRM (who have taken all reasonable care to ensurethat such is the case) the information contained in this document is in accordance with the facts anddoes not omit anything likely to affect the import of such information.

2. Directors of the Company

2.1 The names and functions of the Independent Directors are as follows:

Rodney Chase ChairmanTony Hayward Executive Director, Chief Executive OfficerJulian Metherell Executive Director, Chief Financial OfficerJim Leng Senior Independent Non-Executive DirectorSir Graham Hearne Independent Non-Executive DirectorMehmet Öğütçü Independent Non-Executive DirectorMark Parris Independent Non-Executive DirectorGeorge Rose Independent Non-Executive DirectorNathaniel Rothschild Non-Executive DirectorChakib Sbiti Independent Non-Executive Director

2.2 Murat Yazici and Gulsun Nazli Karamehmet-Williams are Non-Executive Directors of the Companybut, as they are the nominees of Elysion and Focus, respectively, they are not considered IndependentDirectors.

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3. Nature of the Company’s business and registered office

3.1 The Company is the holding company for the Group. The Group operates as an oil and gas explorationand production business. Formed by the merger of Vallares PLC and GEIL, the Group is the largestindependent oil producer in the Kurdistan Region of Iraq. Upon completion of the mergerin November 2011, the Company was admitted to the Official List with a Standard Listing, andadmitted to trading on the Main Market for Listed Securities of the London Stock Exchange plc.

3.2 The Company is a public limited company incorporated in Jersey. The Company’s registered office isat 12 Castle Street, St. Helier, Jersey JE2 3RT.

4. Disclosure of interests and dealings in relevant securities in the Company

4.1 As at the Disclosure Date, the total issued share capital of the Company was 280,248,198 OrdinaryShares, comprised of 213,736,679 Voting Ordinary Shares and 66,511,519 Suspended VotingOrdinary Shares.

Interests

4.2 (i) Details of the relevant securities of the Company in which the Significant Shareholders havean interest are set out in the table at paragraph 5 of Part II.

(ii) The Significant Shareholders have a right to subscribe for further Ordinary Shares in theCompany should the Founder Securities be exchanged in accordance with their terms. Forfurther details on the Founder Securities see paragraph 9 of Part III.

(iii) Save as otherwise described in this paragraph 4.2 of Part III, none of the SignificantShareholders, nor any of their respective directors, nor any person acting in concert with theSignificant Shareholders or any of their respective directors, hold any interest in, right tosubscribe for, or short position in any relevant securities of the Company.

4.3 As at the Disclosure Date, the interests, rights to subscribe and short positions in the relevantsecurities of the Company held by the Directors, their immediate families or related trusts andcompanies (excluding options and awards as set out in paragraph 4.4 below), and the percentage ofthe Company’s issued share capital which they represent as at that date and after the exercise on fullof the Buyback Authority, are set out in the table below.

Percentage of Voting Percentage of Ordinary Number of Voting Share capital Voting Ordinary after the Ordinary Share maximumDirector Shares capital buy-back

Rodney Chase 240,000 0.1 0.1Tony Hayward 1,737,052 0.8 0.09Julian Metherell 1,737,052 0.8 0.09Sir Graham Hearne 90,000 0.05 0.05Jim Leng 100,000 0.05 0.05Mark Parris 10,368 0.004 0.005George Rose 90,000 0.05 0.05Nathaniel Rothschild 22,119,970 10.3 11.5Murat Yazici 964,598 0.5 0.5 ––––––––––– ––––––––––– –––––––––––Total 27,089,040 12.7 14.1 ––––––––––– ––––––––––– –––––––––––As at the Disclosure Date, Vallares Capital LP holds 20,354,074 of the Voting Ordinary Shares inwhich Tony Hayward, Julian Metherell and Nathaniel Rothschild are interested via its general partnerand Vallares Capital GP Limited holds 240,000 of the Voting Ordinary Shares in which Tony Hayward

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is interested. A further 5,000,000 shares in which Nathaniel Rothschild is interested are held outsideVallares Capital LP. This represents all of the Voting Ordinary Shares in which these individuals areinterested.

4.4 As at the Disclosure Date, awards over 123,796 and 79,991 Voting Ordinary Shares had been grantedto Tony Hayward and Julian Metherell, respectively. Both Tony Hayward and Julian Metherell wereeligible for these awards, which take the form of nil-cost options, under the Performance Share Plan.However, the Voting Ordinary Shares under these awards will only be earned by those ExecutiveDirectors if certain performance conditions are met by the end and the individual remains inemployment for the duration of the three year performance period (1 January 2012 – 31 December2014). Any Voting Ordinary Shares that vest in accordance with the terms of the Performance SharePlan will be subject to a three year retention period. As Founders, Messrs Hayward and Metherell alsohold Founder Securities, as does Nathaniel Rothschild (see paragraph 9 of this Part III below).

4.5 As at the Disclosure Date, J.P. Morgan Cazenove (including any person controlling, controlled by orunder the same control as it, except in the capacity of an exempt fund manager or an exempt principaltrader), held no interests, rights to subscribe or short positions in relevant securities.

4.6 As at the Disclosure Date, excluding the Directors, there were no interests, rights to subscribe or shortpositions in respect of relevant securities held by persons acting in concert with the Company.

Dealings

4.7 During the 12 months prior to the date of this document (the “Disclosure Period”), the followingdealings in the relevant securities of the Company by the Significant Shareholders and the directorsof the Significant Shareholders have taken place:

No. of Price per Voting Voting Ordinary OrdinaryDate Party Transaction Shares Share (p)

Elysion 24,532,787 –

Focus 31,452,579 –

19 January 2012 Elysion 624,165 –

Focus 4,287,301 –

PRM 3,108,457 –

2 April 2012 Elysion 3,001 –

Focus 20,619 –

PRM 14,952 –

31 May 2012 Elysion 2,272,877 –

Elysion 631,1891 –

21 November2011

Issued with Voting OrdinaryShares following Vallares/GEILmerger

Issued with Voting OrdinaryShares following Vallares/GEILmerger

Conversion of SuspendedVoting Ordinary Shares






Acquisition of Voting OrdinaryShares from PRM


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No. of Price per Voting Voting Ordinary OrdinaryDate Party Transaction Shares Share (p)

Focus 219,343 –

PRM 2,272,877 –

PRM 631,1891 –

PRM 219,343 –

22 June 2012 Elysion 33,804 –

Focus 43,338 –

Note

1. Transfer made through PRM transferring 631,189 Voting Ordinary Shares held by it to JPMorgan Chase Bank N.A. asEscrow Agent to be credited to the Elysion escrow securities account.

4.8 During the Disclosure Period, the following dealings in the relevant securities of the Company by theDirectors, their immediate families and related trusts and companies have taken place:

No. of Price per Voting Voting Ordinary OrdinaryParty Date Transaction Shares Share (p)

Rodney Chase2 2 April 2012 Subscription for Matching Shares 30,000 10

22 June 2012 Subscription for Matching Shares 60,000 10

Tony Hayward1 1,497,052 –

2 April 2012 Subscription for Matching Shares 20,000 10


Jim Leng2 2 April 2012 Subscription for Matching Shares 20,000 10


1,497,052 –

Mark Parris 28 June 2012 Purchase of Voting Ordinary Shares 10,368 615

14,719,970 –

George Rose2 2 April 2012 Subscription for Matching Shares 20,000 10


Notes

1. Tony Hayward, Julian Metherell and Nathaniel Rothschild acquired additional interests in 1,497,052, 1,497,052 and14,719,970 Voting Ordinary Shares respectively as a result of the exchange of Founder Shares for Ordinary Shares inGenel Energy plc on 20 January 2012. These Founder Shares were put in place to reward the Founders for their initialcapital commitment to the Company and for the completion of a suitable acquisition through exchange of such Founder


Transfer of Voting OrdinaryShares to Elysion

Transfer of Voting OrdinaryShares to Elysion

Transfer of Voting OrdinaryShares to Focus



20 January2012

Issue of Voting Ordinary Shareson conversion of Founder Shares

Sir GrahamHearne2

JulianMetherell1

20 January2012

Issue of Voting Ordinary Shares onconversion of Founder Shares

NathanielRothschild1

20 January2012

Issue of Voting Ordinary Shareson conversion of Founder Shares

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Shares, within 6 months of completion of an acquisition, for 6.67 per cent. of the fully diluted Ordinary Shares of theCompany. Alternatively, the Company had the option of purchasing the Founder Shares for an equivalent amount of cash.The investment by the Founders was risk capital and the Founders stood to suffer a loss of up to £20 million if asuccessful acquisition had not been executed. These Founder Shares have been treated as equity-settled share-basedpayments and are deemed to have vested immediately on the grant date as no performance conditions were attached tothem. Following Completion of the Acquisition in November 2011, all of the Founder Shares were exchanged for VotingOrdinary Shares in Genel Energy plc on 20 January 2012.

2. Rodney Chase, Jim Leng, Sir Graham Hearne and George Rose were each entitled to subscribe for Voting OrdinaryShares under the share matching awards granted to each of them at the time of their original subscription in the VallaresIPO of June 2011 (“Matching Shares”). Each of these Directors has now subscribed for their awards of Matching Sharesin full.

4.9 During the Disclosure Period, there were no dealings in the relevant securities of the Company bypersons acting in concert with the Significant Shareholders.

4.10 (a) Neither the Company, nor any person acting in concert with the Company, has borrowed or lentany relevant securities in the Company.

(b) No relevant securities in the Company have been borrowed or lent by any of the SignificantShareholders, any director of the Significant Shareholders, or any of their respective concertparties.

4.11 For the purposes of this paragraph 4, “relevant securities” means Voting Ordinary Shares or any othersecurities convertible or exchangeable into rights to subscribe for, options (including traded options)in respect of, or derivatives referenced to, any such shares or short positions, (whether conditional orabsolute and whether in the money or otherwise), including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another person to purchase or takedelivery in each case in respect of Voting Ordinary Shares.

4.12 For the purposes of this paragraph 4, and paragraph 7 of Part II:

(i) “acting in concert” has the meaning given to it in the Takeover Code;

(ii) “arrangement” includes indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature, relating to relevant securities whichmay be an inducement to deal or to refrain from dealing;

(iii) “dealing” or “dealt” includes:

(A) acquiring or disposing of relevant securities, of the right (whether conditional orabsolute) to exercise or direct the exercise of the voting rights attaching to relevantsecurities, or of general control of relevant securities;

(B) taking, granting, acquiring, disposing of, entering into, closing out, terminating,exercising (by either party) or varying an option (including a traded option contract) inrespect of any relevant securities;

(C) subscribing or agreeing to subscribe for relevant securities;

(D) exercising or converting, whether in respect of new or existing securities, any relevantsecurities carrying conversion or subscription rights;

(E) acquiring, disposing of, entering into, closing out, exercising (by either party) any rightsunder, or varying, a derivative referenced, directly or indirectly, to relevant securities;

(F) entering into, terminating or varying the terms of any agreement to purchase or sellrelevant securities; and

(G) any other action resulting, or which may result, in an increase or decrease in the numberof relevant securities in which a person is interested or in respect of which he has a shortposition;

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(iv) “derivative” includes any financial product the value of which, in whole or in part, isdetermined directly or indirectly by reference to the price of an underlying security;

(v) “a person has an interest” or is “interested” in relevant securities if he has long economicexposure, whether absolute or conditional, to changes in the price of those securities and inparticular includes if a person:

(A) owns them;

(B) has the right (whether conditional or absolute), to exercise, or direct the exercise, of thevoting rights attaching to relevant securities or has general control of them by virtue ofany agreement to purchase, option or derivative;

(C) has the right or option to acquire relevant securities or call for their delivery or is underan obligation to take delivery of them, whether the right, option or obligation isconditional or absolute and whether it is in the money or otherwise; or

(D) is party to any derivative whose value is determined by reference to their price and,which results, or may result, in his having a long position in them; and

(vi) “short position” means any short position (whether conditional or absolute and whether in themoney or otherwise) including any short position under a derivative, any agreement to sell orany delivery obligation or right to require another person to purchase or take delivery.

5. Directors’ service contracts and other interests

5.1 Tony Hayward (Chief Executive Officer) was appointed as a Non-Executive Director on 2 June 2011and entered into a service agreement with the Company on 15 November 2011. Tony Haywardreceives a base salary of £650,000 per annum under his service agreement with the Company. He isentitled to an amount equal to 25 per cent. of his annual base salary as a cash allowance in lieu of allbenefits (such as pension, health and life insurance and company car allowance). He is eligible toparticipate in a discretionary annual short-term bonus scheme in which there will be the potential,subject to meeting performance conditions based on operational and personal objectives, to receive upto a maximum of 150 per cent. of his base annual salary (not including the cash supplement).

5.2 Julian Metherell (Chief Financial Officer) entered into a service agreement with the Company on15 November 2011. Julian Metherell receives a base salary of £450,000 per annum under his serviceagreement with the Company. He is entitled to an amount equal to 25 per cent. of his annual salary asa cash allowance in lieu of all benefits (including pension, health and life insurance and company carallowance). He is eligible to participate in a discretionary annual short-term bonus scheme in whichthere will be the potential, subject to meeting performance conditions based on operational andpersonal objectives, to receive up to a maximum of 150 per cent. of his base annual salary (notincluding the cash supplement).

5.3 Both Tony Hayward and Julian Metherell are eligible to participate in the Company’s PerformanceShare Plan, the terms of which were approved by the Company’s shareholders at its AGM held on22 May 2012. The following terms apply to their initial awards under the Performance Share Plan in2012:

• the awards granted to Tony Hayward and Julian Metherell are equal to 150 per cent. and140 per cent. of their base salaries, respectively;

• the vesting of the initial awards will be subject to performance testing based on a totalshareholder return measure against a relevant comparator group;

• the initial awards will be subject to a 3 year vesting period, starting retrospectively from1 January 2012; and

• vested shares will be subject to a further 3 year retention period.

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5.4 Both Tony Hayward’s and Julian Metherell’s service agreements are terminable by either the relevantexecutive or the Company serving 12 months’ prior written notice. The Company may terminate theirservice contracts by the payment of a cash sum in lieu of notice equal to the basic salary and the cashallowance payable for any unexpired portion of the notice period capped at a sum equal to 12 months’base salary and the annual benefit allowance. The Company has the discretion to make the paymentin lieu of notice as a lump sum within 21 days of the termination date or in equal monthly instalmentssubject to deductions for mitigation (or such other payment profile as the Board determines).

5.5 No service contract with a Director has been entered into or amended within the six months prior tothe date of this document.

6. Material contracts

Other than as described below, there have been no contracts entered into by the Company (other thancontracts entered into in the ordinary course of business) during the two years immediately preceding thedate of this document which are or may be material.

6.1 Merger Agreement

On 7 September 2011, the Company and the Significant Shareholders entered into the MergerAgreement pursuant to which Company agreed to purchase, and the Significant Shareholders agreedto sell, the entire issued ordinary share capital of GEIL in consideration for the issue of 130,632,522Ordinary Shares (the “Consideration Shares”). The Merger Agreement was amended by a deed ofamendment entered into on 29 October 2011.

Approximately 71.4 per cent. of the Consideration Shares, being 93,248,107 Ordinary Shares, wereissued to the Significant Shareholders at completion of the acquisition (“Completion”). Of this,1,805,341 of the Ordinary Shares issued to PRM on Completion (representing 1.4 per cent. of theOrdinary Shares issued as Consideration Shares) were made subject to a pledge in favour of theCompany as security against any future claims against PRM pursuant to the Merger Agreement. Theremaining 28.6 per cent. of the Consideration Shares, being 37,384,415 Ordinary Shares, were issuedto the Escrow Agent at Completion as security against any future claims against the SignificantShareholders (“Deferred Consideration Shares”). As at the Disclosure Date, with the exception of664,993 Deferred Consideration Shares in the name of Elysion which are Voting Ordinary Shares, allof the Deferred Consideration Shares are Suspended Voting Ordinary Shares.

Of the 30 per cent. of the Consideration Shares which were issued as deferred or pledgedconsideration, if no claims are made against the Significant Shareholders under the terms of theMerger Agreement, 25 per cent. will be released from escrow or the pledge (as the case may be) tothe Significant Shareholders one year after Completion (21 November 2012), and the remainingfive per cent. will be released from escrow or the pledge (as the case may be) to the SignificantShareholders five years after Completion (21 November 2016).

Due to the size of the interest the Significant Shareholders have in the Company followingCompletion, the Significant Shareholders agreed that part of the consideration they received under theMerger Agreement would be in the form of Suspended Voting Ordinary Shares in order to ensure thatthe Significant Shareholders’ aggregate holding of Voting Ordinary Shares will not exceed theMaximum Voting Percentage. The Suspended Voting Ordinary Shares automatically convert intoVoting Ordinary Shares in the event of further equity issues by the Company, provided that followingconversion the Significant Shareholders’ holding of Voting Ordinary Shares does not exceed theMaximum Voting Percentage.

Subject to certain exemptions, Focus has agreed under the terms of the Merger Agreement that for aperiod of 12 months following Completion it shall not dispose of any of the Ordinary Shares issuedto it and Elysion and PRM have each agreed that they shall not dispose of any of the Ordinary Sharesissued to them for a period of 24 months following Completion. These lock-up undertakings do notapply to:

18

• an acceptance of a general offer for the Ordinary Share capital of the Company made inaccordance with the Takeover Code or the provision of an irrevocable undertaking to acceptsuch an offer, or a sale of Ordinary Shares to an offeror or potential offeror during an offerperiod (within the meaning of the Takeover Code);

• a disposal of Ordinary Shares pursuant to a compromise or arrangement under Part 26 of theCompanies Act 2006 (or any analogous provision) providing for the acquisition by any person(or group of persons acting in concert as such expression is defined in the Takeover Code) of50 per cent. or more of the ordinary share capital of Company;

• in the case of Focus only, a pledge being given over the Ordinary Shares owned by Focus to afinancial institution as security against the borrowing of funds from such financial institution;

• in the case of each of Elysion and PRM, a pledge being given over up to 5,878,464 and2,708,032 of the Ordinary Shares held by each party respectively to a financial institution assecurity against that party borrowing funds from such financial institution;

• a disposal of Ordinary Shares to fund any payment or part payment of (i) tax directly arisingas a result of any of the documents relating to the Acquisition or (ii) a claim under the MergerAgreement;

• a disposal required by law; and/or

• a transfer to an affiliate.

Further, the lock-up undertakings set out above will not apply after the date that is one year afterCompletion to the disposal by:

• Elysion of up to 11,079,611 Ordinary Shares (representing 30 per cent. of Mehmet Sepil’sindirect interest in the maximum number of Consideration Shares attributed to Elysion);

• Elysion of up to 2,257,722 Ordinary Shares (representing the indirect interest of allShareholders in Elysion (other than Mehmet Sepil) in the maximum number of ConsiderationShares attributed to Elysion);

• PRM of up to 306,986 Ordinary Shares (representing 30 per cent. of Mehmet Sepil’s indirectinterest in the maximum number of Consideration Shares attributed to PRM); and/or

• PRM of up to 17,030,128 Ordinary Shares (representing Citrus Energy International Limited,UB Group FZE and Murat Yazici’s indirect interest in the maximum number of ConsiderationShares attributed to PRM).

Notwithstanding any other restriction or obligation under the Merger Agreement, PRM is permittedafter Completion to distribute all Ordinary Shares owned by it to its shareholders in proportion to theshares in PRM held by such shareholders. Such distribution shall be subject to the relevant PRMshareholders agreeing to be bound by the terms of the Merger Agreement.

Additionally, under the terms of the Merger Agreement:

• each of Elysion and Focus is entitled to a right of first refusal in relation to the transfer ofOrdinary Shares held by the other or on the occurrence of certain trigger events which relate toa change in control in such other. If the right is not exercised, the Company is entitled, subjectto certain conditions, to purchase, or procure purchasers for, such Ordinary Shares;

• the Significant Shareholders have agreed that, subject to customary exceptions, neither they norany of their connected persons shall for a period of two years after Completion carry on or beengaged or interested in any oil and gas exploration and production business in the KurdistanRegion; and

19

• the Significant Shareholders have agreed that, subject to customary exemptions, neither theynor any of their connected persons shall for a period of two years after Completion offer toemploy or seek to entice away from any member of the Group, or conclude any contract forservices with, any person who was employed by the GEIL group or MKMS Enerji A.S.(formerly Genel Enerji AS, a service company to GEIL) at the date of the Merger Agreement.

6.2 Deed of Covenant

On 7 September 2011, the Company, Mehmet Emin Karamehmet, Mehmet Sepil and MKMS EnergiA.S. entered into the Deed of Covenant. The Deed of Covenant was amended by a deed of amendmentexecuted on 14 November 2011. Pursuant to the terms of the Deed of Covenant:

• Mr. Mehmet Sepil represented to the Company that he is the controller of Elysion and PRMand agreed and undertook to the Company that for a period of 24 months following Completionhe would continue to be a controller of Elysion and PRM, subject to certain exemptions;

• Mr. Mehmet Emin Karamehmet represented to the Company that he is the controller of Focusand agreed and undertook to the Company that for a period of 12 months following Completionhe would continue to be a controller of Focus;

• each of Mr. Mehmet Sepil and Mr. Mehmet Emin Karamehmet have agreed that subject tocustomary exceptions, they shall not for a period of two years after Completion carry on or beengaged or interested in any oil and gas exploration and production business in the KurdistanRegion; and

• each of Mr. Mehmet Sepil and Mr. Mehmet Emin Karamehmet have agreed that subject tocustomary exceptions, they shall not for a period of two years after Completion offer to employor seek to entice away from any member of the Group, or conclude any contract for serviceswith, any person who was employed by the GEIL group or MKMS Energi A.S. at the date ofthe Deed of Covenant.

6.3 Escrow Agreement

On 18 November 2011, Elysion, Focus, PRM, the Company and J.P. Morgan Chase Bank, N.A.,London branch (the “Escrow Agent”) entered into the Escrow Agreement pursuant to which theEscrow Agent will hold the Deferred Consideration Shares allotted and issued to it at Completion inuncertificated form in escrow.

The Escrow Agent will hold the Deferred Consideration Shares (together with all dividends, interest,bonuses, bonus and other distributions and benefits which derive from the Deferred ConsiderationShares, being the “Escrow Cash”) on behalf of Elysion, Focus and PRM in accordance with the termsof the Escrow Agreement.

The Escrow Agent will only transfer the Deferred Consideration Shares or Escrow Cash to such partyas the Company and the representatives of each of Elysion, Focus and PRM instruct in accordancewith the terms of the Escrow Agreement.

6.4 Security Interest Agreement

On 21 November 2011, PRM and the Company entered into the Security Interest Agreement pursuantto which PRM created a security interest in favour of the Company in the collateral as describedtherein, including 1,805,341 Suspended Voting Ordinary Shares, certificates for which were deliveredto the Company, as security for PRM’s share of any claim under the Merger Agreement settled ordetermined in favour of the Company which is not satisfied by PRM in cash or pursuant to the EscrowAgreement.

20

6.5 Relationship Agreement

On 7 September 2011, the Company, Elysion and Focus entered into the Relationship Agreementwhich regulates the ongoing relationship between those parties.

The principal purpose of the Relationship Agreement is to ensure that the Company is capable at alltimes of carrying on its business independently of Elysion and Focus (and their respective associates)and that all transactions and relationships between the Company, Elysion and Focus are at arm’slength and on a normal commercial basis. For the purposes of the Relationship Agreement, the term“associate” includes, in the case of Elysion, PRM and Mehmet Sepil and, in the case of Focus,Mehmet Emin Karamehmet.

The Relationship Agreement will terminate upon the earlier of (i) the Company ceasing to have anyof its Ordinary Shares listed on the Official List and admitted to trading on the London StockExchange’s main market for listed securities, and (ii) Elysion and Focus together with their respectiveassociates ceasing between them to be entitled to exercise, or control the exercise of, in aggregate10 per cent. or more of the voting rights in the Company.

Pursuant to the terms of the Relationship Agreement, it has been agreed that, among other things:

(a) for so long as Elysion and Focus and their respective associates are, between them, entitled toexercise or control the exercise of, in aggregate, 10 per cent. or more of the voting rights, eachof Elysion and Focus will, and will procure so far as it is reasonably able to do so, that each ofits associates will:

(i) conduct all transactions and relationships with any member of the Group, and ensurethat all arrangements and agreements between either of them or any of their associatesand the Company or any other member of the Group are entered into, on arm’s lengthterms and on a normal commercial basis;

(ii) not take any action which precludes or inhibits any member of the Group from carryingon its business independently of each of Elysion and Focus and their respectiveassociates;

(iii) not exercise any of its voting rights to procure any amendment to the Articles ofAssociation which would be inconsistent with or breach any provision of theRelationship Agreement;

(iv) if and for so long as paragraph 11.1.7R(3) of the Listing Rules applies to the Company,abstain from voting on any resolution required by paragraph 11.1.7R(3) of the ListingRules to approve a “related party transaction” (as defined in paragraph 11.1.5R of theListing Rules) involving Elysion or Focus or any of their associates as the related party;

(v) comply with all provisions of the Listing Rules, the Disclosure and Transparency Rules,the requirements of the London Stock Exchange and the Financial Services and MarketsAct 2000 that apply to it in connection with the Company;

(vi) not cause or authorise to be done anything which would prejudice either the Company’sstatus as a listed company or its suitability for listing, or listing on the Premium Listingsegment of the Official List; and

(vii) exercise all of its voting rights in a manner consistent with the intention that at all timesat least half of the Directors (excluding the chairman) are independent non-executivesand that certain committees of the Board shall comply with the UK CorporateGovernance Code;

(b) provided that Focus and its associates are entitled to exercise or control the exercise of10 per cent. or more of the Voting Rights, Focus shall be entitled to nominate for appointmentto the Board one Director by giving notice to the Company;

21

(c) provided that Elysion and its associates are entitled to exercise or control the exercise of10 per cent. or more of the Voting Rights, Elysion shall be entitled to nominate for appointmentto the Board one Director by giving notice to the Company;

(d) for as long as Elysion and Focus and their respective associates are between them entitled toexercise or control the exercise of 10 per cent. or more of the voting rights, but provided neitherElysion nor Focus (in each case, together with its associates) is entitled to exercise or controlthe exercise of 10 per cent. or more of the voting rights, Elysion and Focus will, acting jointly,be entitled to nominate for appointment to the Board one Director by giving notice to theCompany;

(e) provided that Elysion and its associates are between them entitled to exercise or to control theexercise of, in aggregate, 10 per cent. or more of the Voting Rights, Mehmet Sepil will have thetitle of President;

(f) for so long as:

(i) Elysion, Focus and their respective associates are between them entitled to exercise orto control the exercise of, in aggregate, 20 per cent. or more of the Voting Rights; and

(ii) the Voting Ordinary Shares are admitted to the Standard Listing segment of the OfficialList,

if the Group is proposing (with Board approval) to enter into any transaction for the acquisitionor disposal of assets where the aggregate consideration to be paid or received by the Group inrespect of such transaction would exceed US$1.5 billion (or its equivalent in any other currencyat the prevailing exchange rates), unless Elysion and Focus otherwise give their prior writtenconsent, the Board will convene a general meeting of shareholders in order to obtain priorapproval for the proposed transaction from the Company’s shareholders and ensure that anyagreement effecting the proposed transaction is conditional on that approval being obtained;

(g) for so long as Elysion or Focus together with their respective associates are between thementitled to exercise or to control the exercise of, in aggregate, 10 per cent. or more of the VotingRights, subject to compliance by the Company with its legal and regulatory obligations, theCompany shall procure that Elysion and Focus are provided with financial and otherinformation as is necessary or reasonably required by them for the purposes of their accountingor financial control requirements or to comply with their legal or tax obligations as ashareholder of the Company;

(h) the rights described at (b)–(g) above will terminate and cease to be of any effect:

(i) in the case of Elysion, in the event that Elysion (or any affiliate (as defined in the MergerAgreement) of Elysion that holds any Ordinary Shares) ceases to be controlled byMehmet Sepil; or

(ii) in the case of Focus, in the event that Focus (or any affiliate (as defined in the MergerAgreement) of Focus that holds any Ordinary Shares) ceases to be controlled byMehmet Emin Karamehmet; and

(i) in addition, the rights of Elysion under the Relationship Agreement (subject to certainexceptions) shall terminate and cease to be of any effect in the event that Mehmet Sepil ceasesto beneficially own (directly or indirectly through other entities controlled by Mehmet Sepil)Ordinary Shares carrying, in aggregate, 10 per cent. or more of the Voting Rights.

The Directors nominated by Elysion and Focus pursuant to the Relationship Agreement areMurat Yazici (Non-Executive Director) and Gulsun Nazli Karamehmet Williams (Non-Executive Director), respectively.

22

6.6 Bina Bawi agreements

On 14 May 2012, the Company entered into a sale and purchase agreement with Petoil Petroleum andPetroleum Products International Exploration and Production Inc. (“Petoil”) for the acquisition of a23 per cent. stake in the Bina Bawi exploration licence in the Kurdistan Region of Iraq. Theacquisition was made through the purchase for $175 million of the entire issued share capital of A&TPetroleum Company Ltd (“A&T”), who was the holder of the interest in the Bina Bawi licence. A&Tis wholly owned by Petoil. Under the acquisition agreement, the Company gave and receivedcustomary representations and warranties for a transaction of this nature. The transaction wasfinanced from Genel’s existing cash resources, and completed on 3 August 2012.

On 6 August 2012, the Company entered into an agreement with Hawler Energy, Ltd. (“Hawler”) toacquire an additional 21 per cent. interest (the “Hawler Interest”) in the Bina Bawi explorationlicence. The acquisition of the Hawler Interest is for a consideration of $240 million to be funded bythe Company’s existing cash resources and conditional on the receipt of approval from the KurdistanRegional Government. Under this agreement, the Company gave and received customaryrepresentations and warranties for a transaction of this nature. Upon the completion of this acquisitionof the Hawler Interest, the Company will hold in aggregate a 44 per cent. working interest in the BinaBawi exploration field. Completion of this acquisition has not yet taken place.

7. Material change

As it was incorporated in April 2011, the Company has only published one set of audited consolidatedaccounts, for the year ending 31 December 2011, which are available on the Company’s websitewww.genelenergy.com and which are incorporated into this document by reference. Save as otherwisedisclosed in this Part III, there has been no material change in the financial or trading position of theCompany since 31 December 2011, being the last day of the financial period for which the Company’s mostrecent audited financial statements were prepared.

8. Middle-market quotations

Set out below are the closing middle-market quotations for a Voting Ordinary Share as derived from theDaily Official List for the first dealing day of each of the six months immediately preceding the date of thisdocument and for the Disclosure Date.

Price perDate Ordinary Share (p)

1 February 2012 856.251 March 2012 800.002 April 2012 725.001 May 2012 708.751 June 2012 595.002 July 2012 610.001 August 2012 675.50Disclosure Date 718.50

9. Founder Securities

In addition to the Founder Shares, prior to the Vallares IPO in June 2011, the Founders were also issuedC shares in the Company’s subsidiary, Vallares Holding Company Limited (now Genel Energy HoldingCompany Limited), known as Founder Securities held through Vallares Capital LLP. These FounderSecurities were put in place to reward the Founders for growing the Company following an acquisition (so asto maximise value for holders of Ordinary Shares) by entitling the Founders to a share of the upside in theCompany’s value once certain performance conditions have been satisfied. The performance conditions aresummarised below.

If within four years of completion of the acquisition of GEIL the closing price per Ordinary Share reaches,for the period of any 20 trading days out of 30 successive days, the higher of:

App 1

S4(i);

R24.3(d)(viii)

23

(i) a compound rate of return from completion of the acquisition of 8.50 per cent. on the share from theadmission value of £10 and from date of the acquisition; or

(ii) an increase of 25 per cent. of the issue price from the admission value of £10, adjusted for any matterswhich have an impact on the capital structure of the Company,

the Founders have the right to exchange their Founder Securities for Ordinary Shares in the Company to avalue of 15 per cent. of the increase in value from £10 per Ordinary Share. The Company has the option tosettle by issuing shares or the equivalent in cash.

The Founder Securities were deemed to have vested immediately as no performance conditions exist inrelation to their vesting. However, the performance conditions outlined above need to be met prior to theFounders being able to procure the exchange of the Founder Securities for Ordinary Shares.

The Interests of the Founders and the Significant Shareholders in the Founder Securities as at the DisclosureDate are set out below:

Number of Percentage of Founder FounderDirector Securities Securities

Tony Hayward 560,000 5.6Julian Metherell 560,000 5.6Nathaniel Rothschild 5,313,825 53.1Significant Shareholders 3,000,000 30.0

Notes

1. If the market price of the Ordinary Shares exceeds £20 per share for 20 trading days out of any 30 successive days, the aggregateinterests of the Significant Shareholders in the Founder Securities will be increased from 30 per cent. to 40 per cent. and theinterests of the other persons interested in Founder Securities will be reduced accordingly. However, on exchange of the FounderSecurities, the Significant Shareholders will only be issued with such number of Voting Ordinary Shares as necessary to leavethem with the Maximum Voting Percentage of Voting Ordinary Shares, with the balance of their entitlement being settled inSuspended Voting Ordinary Shares.

2. The Founders have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares or FounderSecurities held by them directly or indirectly, for a period of 365 days after the completion of the acquisition of GEIL. Theserestrictions are subject to exceptions for, among others, transfers to Vallares Capital LP, limited partners of Vallares Capital LP,any of the Founders, a family member or family trust of any such persons, or upon the enforcement of existing security over suchsecurities.

10. General

10.1 J.P. Morgan Cazenove has given and not withdrawn its written consent to the issue of this documentwith the references to J.P. Morgan Cazenove in the form and context in which they appear.

10.2 No agreement, arrangement or understanding exists whereby the Voting Ordinary Shares acquired bythe Company pursuant to the Buyback Authority to make market purchases will be transferred to anyother person. All Voting Ordinary Shares repurchased by the Company will be cancelled or held intreasury upon repurchase.

10.3 No agreement, arrangement or understanding (including any compensation agreement) exists betweenthe Company, any person acting in concert with Company and any of the Directors, recent directors,Shareholders or recent shareholders of the Company having any connection with or dependence uponthe matters referred to in this document.

10.4 There are no external financing arrangements being sourced in connection with the proposals in thisdocument. There are therefore no arrangements in place nor any required for the payment of intereston, repayment of or security for any liability (contingent or otherwise) as a result of the proposals inthis document. All Voting Ordinary Shares acquired by the Company under the Buyback Authoritywill be funded from the Company’s existing cash resources.

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11. Documents available for inspection

Copies of the following documents will be available for inspection on the Company’s websitewww.genelenergy.com, and at the offices of the Company’s solicitors, Linklaters LLP, One Silk Street,London EC2Y 8HQ during normal business hours on any weekday (Saturdays and public holidays excepted)up to and including 5 September 2012 and at the General Meeting to be held on that day:

11.1 the memorandum and articles of association of the Company;

11.2 the irrevocable undertakings of the Directors referred to in Part I;

11.3 the written consent referred to in paragraph 10.1 of this Part III;

11.4 the Annual Report and Accounts of the Company for the year ended 31 December 2011; and

11.5 this document, together with the notice of the General Meeting and the Form of Proxy.

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PART IV

INFORMATION INCORPORATED BY REFERENCE

Your attention is drawn to the following documents (or parts thereof) that are incorporated by reference intothis document:

Pagenumber(s)

in suchInformation incorporated by reference Document reference document

Consolidated statement of comprehensive income 85Consolidated balance sheet 86Consolidated statement of changes in equity 87Consolidated cash flow statement 88Notes to the consolidated financial statements 89-111Independent auditors’ report 84

Any Shareholder, person with information rights or other person to whom this document is sent may requesta copy of each of the documents set out above in hard copy form. Hard copies will only be sent where validrequests are received from such persons. Requests for hard copies are to be submitted to the CompanySecretary. All valid requests will be dealt with as soon as possible and hard copies mailed by no later thantwo business days following such request.

The documents incorporated by reference into this document have been incorporated in compliance withRule 24.15 of the Code. Except as set forth above, no other portion of these documents is incorporated byreference into this document.

Annual Report and Accounts ofGenel Energy plc for the year ended31 December 2011 (available forviewing on the Company’swebsite at www.genelenergy.comunder “Investor Relations”)

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PART V

NOTICE OF GENERAL MEETING

Genel Energy plc(Incorporated and Registered Jersey with number 107897)

Notice is hereby given that a General Meeting of Genel Energy plc (the “Company”) will be held at TheDickens Room, Holborn Bars, 138-142 Holborn, London EC1N 2NQ on Wednesday, 5 September 2012 at10.00 a.m. for the purposes of considering and, if thought fit, to passing the following resolution as anordinary resolution:

Ordinary Resolution

That the waiver by the Panel on Takeovers and Mergers of any obligation which might otherwise fall onElysion Energy Holding B.V., Focus Investments Limited and Petroleum Resources Management N.V. orany person acting in concert with them or connected to them individually or collectively, to make a generaloffer pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of the increase in theirshareholding pursuant to the purchase in the market by the Company of up to 10 per cent. of the Company’sVoting Ordinary Shares as at the date of the Company’s Annual General Meeting be and is hereby approved.

Dated 16 August 2012

Registered Office: BY ORDER OF THE BOARD

12 Castle Street Stephen MitchellSt. Helier Company SecretaryJersey JE2 3RT

Notes:

Voting at the General Meeting

(1) The ordinary resolution is subject to the approval of the Independent Shareholders (being the holders of Voting Ordinary Sharesin the Company other than Elysion Energy Holding B.V., Focus Investments Limited and Petroleum Resources Management N.V.(the “Significant Shareholders”) and their respective interests). The Significant Shareholders will not be permitted to vote on theordinary resolution.

(2) The right to attend and vote at the General Meeting is determined by reference to the Companys Register of Members. TheCompany, pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only thoseshareholders registered in the Register of Members of the Company as at 10.00 a.m. on Monday, 3 September 2012 (or, if theGeneral Meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting) are entitled toattend and speak at the General Meeting and a member may vote in respect of the number of voting ordinary shares registeredin such members name at that time. Changes to the entries in the Register of Members after that time shall be disregarded indetermining the rights of any person to attend, speak and vote at the General Meeting. In the case of joint shareholders, the voteof the first named in the Register of Members of the Company who tenders a vote, whether in person or by proxy, shall beaccepted to the exclusion of the votes of other joint holders.

Proxies

(3) Holders of voting ordinary shares are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote ontheir behalf at the General Meeting. A proxy need not be a shareholder of the Company. A proxy form which may be used tomake such appointment and give proxy instructions accompanies this notice. If you are a holder of voting ordinary shares and donot have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita Registrars(Jersey) Limited at The Registry, 34 Beckenham Road, Beckenham BR3 4TU or Telephone: 0871 664 0300 (Calls cost 10 penceper minute plus network extras). Lines are open Monday – Friday, 9.00 a.m. – 5.30 p.m. (from outside the UK: +44 (0) 20 86393399). In accordance with Article 53 of the Company’s Articles of Association, a holder of voting ordinary shares may appointmore than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attachedto a different share or shares held by that member. Such a shareholder may only appoint a proxy or proxies by:

• completing and returning the proxy form enclosed with this notice; or

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• if you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST messagetransmitted.

IMPORTANT: In any case your instructions must be received by the Company’s Registrars no later than 10.00 a.m. onMonday, 3 September 2012.

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CRESTmessage must be received by the Companys agent (RA10) by 10.00 a.m. on Monday, 3 September 2012. For this purpose, thetime of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST ApplicationsHost) from which the Company’s agent is able to retrieve the message. After this time any change of instructions to a proxyappointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CRESTsponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CRESTsponsor or voting service provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treata proxy appointment sent by CREST as invalid in the circumstances set out in Article 34 of the Companies (UncertificatedSecurities) (Jersey) Order 1999.

Further details of the appointment of proxies are given in the notes to the proxy form enclosed with this document.

Corporate representatives

(4) Under the Jersey Companies Law, a body corporate may only appoint one corporate representative. A holder of voting ordinaryshares which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.

Nominated Persons

(5) Any person to whom this notice is sent who is a person nominated pursuant to Article 128 of the Company’s Articles ofAssociation to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholderby whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the GeneralMeeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any suchagreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 2 above does not apply toNominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

Issued share capital and total voting rights

(6) As at 15 August 2012 (being the last practicable date prior to the publication of this Notice) the Company’s issued share capitalconsisted of 280,248,198 ordinary shares, made up of 213,736,679 voting ordinary shares at £0.10p each carrying one vote eachand 66,511,519 suspended voting ordinary shares at £0.10p each carrying, subject to limited exceptions, no voting rights.

Members’ rights to ask questions

(7) Any Shareholder attending the General Meeting has the right to ask questions. The Company shall cause to be answered any suchquestion relating to the business being dealt with at the General Meeting but no such answer need be given if:

• to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidentialinformation;

• the answer has already been given on a website in the form of an answer to a question; or

• it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

Electronic Communication

(8) You may not use any electronic address provided in either this notice or any related documents (including the proxy form) tocommunicate with the Company for any purpose other than those expressly stated.

Inspection of documents

(9) The following documents will be available for inspection during normal business hours on the Company’s websitewww.genelenergy.com and at the offices of the Company’s solicitors, Linklaters LLP, One Silk Street, London EC2Y 8HQ, fromThursday, 16 August 2012 until the time of the General Meeting and at The Dickens Room, Holborn Bars, 138-142 Holborn,London EC1N 2NQ from 15 minutes before the General Meeting until it ends:

• the memorandum and articles of association of the Company;

• the irrevocable undertakings of the Directors referred to in Part I of the circular accompanying this notice;

• the written consent referred to in paragraph 10.1 of this Part III of the circular accompanying this notice;

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• the Annual Report and Accounts of the Company for the year ended 31 December 2011; and

• the circular, this notice of General Meeting and the form of proxy

Voting results

(10) It is intended that voting on all resolutions will be conducted on a poll rather than on a show of hands. The Company believesthat this is a more transparent method of voting as member votes are counted according to the number of shares held. EachIndependent Shareholder will be entitled to one vote on a poll for each voting ordinary share held. The results of the poll will beannounced via a Regulatory Information Service and also placed on the Company’s website at www.genelenergy.com followingthe General Meeting.

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sterling 159280