ASX Announcement

Notice of 2021 Annual Meeting and Proxy Form

26 March 2021

ASX: OSH | PNGX: OSH | ADR: OISHY

Oil Search advises that the following attached documents have been despatched to its members:

  • Notice of 2021 Annual Meeting
  • Proxy Voting Form

The 90th Annual Meeting will be held at The Fullerton Hotel Sydney on Friday 30 April 2021 at 1pm (Sydney time) and will be webcast live on Oil Search's website.

Members who would like to attend the meeting by teleconferencing facilities or who would like to watch the live webcast, ask questions and vote online, can register at www.oilsearch.com/investors/2021-annual-meeting.

Further details are available on Oil Search's website.

Contacts:

Investors

Media

Peter Laliberte

Matthew Park

VP, Investor Relations

VP, Communications and Media

+61 429 414 053

+61 400 539 302

peter.laliberte@oilsearch.com

matthew.park@oilsearch.com

This ASX announcement was authorised for release by Oil Search's Disclosure Committee.

About Oil Search

Established in January 1929, Oil Search has grown into PNG's largest single investor and most active explorer, operating all the country's producing oil fields and holding an extensive appraisal and exploration portfolio. Its 29 per cent interest in the ExxonMobil-operated PNG LNG Project has transformed Oil Search into a regionally significant oil and gas producer. The Company also hold material interests in the Elk -Antelope and P'nyang gas fields and is undertaking a range of activities to support further LNG expansion in PNG. Oil Search also holds world class oil assets in Alaska's prolific North Slope. Oil Search is listed on the Australian (OSH) and PNG (OSH) security exchanges and its ADRs trade on the US Over the Counter market (OISHY). For more information, please visit oilsearch.com.

Oil Search Limited

Australian Office

oilsearch.com

1

Incorporated in Papua New Guinea

1 Bligh Street, Sydney NSW 2000, Australia

P. +61 2 8207 8400

ARBN 055 079 868

GPO Box 2442, Sydney NSW 2001, Australia

F. +61 2 8207 8500

2021NOTICE OF MEETING

Notice is hereby given that the ninetieth

Annual Meeting of Shareholders

of Oil Search Limited (the "Meeting")

will be held at The Fullerton Hotel Sydney on Friday 30 April 2021, at 1pm (Sydney time)

OIL SEARCHNOTICE OF MEETING 2021

In the interest of public health and safety, members are strongly encouraged

to participate using the following audio and/or audiovisual options

THE MEETING WILL BE HELD BY WEBCAST

To watch the webcast, ask questions and vote please visit and register at

www.oilsearch.com/investors/2021-annual-meeting

YOU CAN LISTEN TO THE MEETING BY TELECONFERENCE

To register and obtain details go to

www.oilsearch.com/investors/2021-annual-meeting

MAKE YOUR VOTE COUNT

If you cannot join, vote your share by appointing a proxy

OUR PURPOSE

To deliver low cost, high value energy that meets society's needs

OUR AMBITION

To be the preferred energy company for all stakeholders

This report is printed on ecoStar 100% recycled uncoated, an environmentally responsible paper made carbon neutral and the fibre source is FSC recycled certified. ecoStar is manufactured from 100% post consumer recycled paper in a process chlorine free environment under the ISO 14001 environmental management system.

CN

100% RECYCLED

CARBON NEUTRAL

PROCESS CHLORINE FREE

ISO14001 EMS

Notice of Meeting

The Oil Search Board is committed to protecting the health and safety of its stakeholders including its Members and may provide further updates on the Meeting as the situation requires. Members who are considering attending in person should adhere to government warnings and advice and monitor Oil Search's announcements and its website at www.oilsearch.com

Special arrangements for the 2021 Annual Meeting

  1. In order to satisfy PNG Companies Act requirements the place of the Meeting will be The Fullerton Hotel Sydney.
  2. The Meeting will consist only of the items of business set out in this Notice of Meeting and any other business put to the Meeting in accordance with the PNG Companies Act. There will be presentations by the Chair and the Managing Director. These will be lodged with the ASX and PNGX and made available on Oil Search's website before the commencement of the Meeting. Please note, given the public health and safety concerns referred to above, there will be no refreshments or further

engagement with Oil Search personnel after the Meeting and other precautionary measures may also be imposed such as social distancing and limiting attendance.

3. Directors based in Australia and who are able to travel, including the Chair and the Managing Director, will physically attend the Meeting. Other directors will participate in the Meeting via audio and/or visual facilities.

How Members can participate

  1. Members may join the Meeting in person by attending The Fullerton Sydney. However, please note the precautionary measures referred to above.
  2. The Meeting will be held via a live webcast to encourage Members, their proxies and corporate representatives to participate virtually, including to submit questions and vote in real time. The Virtual Annual Meeting Guide available atwww.oilsearch.comprovides instructions on how to access the dedicated website.
  3. Members may appoint the Chair of the Meeting as their proxy. Members can complete the proxy form to provide specific instructions on how a Member's vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions. Proxy votes must be received by 1pm (Sydney and Port Moresby time) on Wednesday 28 April 2021. Please refer to the proxy form for further information.
  4. Members may also submit questions before the Meeting to either the Company or the Auditor by including them on the proxy form, completing the online form atwww.oilsearch.com/contact-us, or by email to investor@oilsearch.com.
  5. Teleconference facilities will be available to allow Members to listen to the Meeting. Please note that Members who use this facility will not be able to submit questions or vote in real time. The teleconference numbers (which include a PNG number) are provided on the proxy form and are also available atwww.oilsearch.com.

Items of business

Item 1 - Financial statements and reports

To receive and consider the financial statements for the Company, together with the reports of the directors and Auditor for the year ended 31 December 2020.

Item 2 - Remuneration Report

To adopt the Remuneration Report of the Company for the year ended 31 December 2020.

The vote on this resolution is an advisory vote under section 90(2) of the PNG Companies Act.

Item 3 - Election and re-election of directors

Mr Musje Werror is seeking election as a director of the Company for the first time in accordance with clause 15.3(a) of the Constitution. The remaining directors named below retire in accordance with clause 15.3(c) of the Constitution and, being eligible to do so, offer themselves for re-election as directors of the Company.

Election of director

a) To elect Mr Musje Werror as a director of the Company.

Re-election of directors

  1. To re-elect Mr Richard Lee as a director of the Company.
  2. To re-elect Dr Eileen Doyle as a director of the Company.
  3. To re-elect Ms Susan Cunningham as a director of the Company.
  4. To re-elect Dr Bakheet Al Katheeri as a director of the Company.

01

OIL SEARCHNOTICE OF MEETING 2021

Notice of Meeting

Continued

Item 4 - Temporary increase to maximum number of directors

To approve, in accordance with clause 15.7(a) of the Constitution, a temporary increase to the maximum number of directors of the Company from nine to ten until the date of the 2023 Annual Meeting.

Item 5 - Election of director

Subject to Members' approval of Item 4 above, to appoint Mr Michael Utsler as a director of the Company in accordance with clause 15.7(c) of the Constitution.

Item 6 - Equity grants to Managing Director

To approve the grants of 308,544 Restricted Shares, 104,020 Alignment Rights and 386,363 Performance Rights to Managing Director, Dr Keiran Wulff, pursuant to the rules and terms of issue of the Long-Term Incentive Plan. Approval is being sought for all purposes, including ASX Listing Rule 10.14.

Item 7 - Grant of non-executive director rights

To approve grants of non-executive director rights to Mr Musje Werror (subject to Members' approval of resolution 3(a) above) and to Mr Michael Utsler (subject to Members' approval of resolution 5 above), under the Oil Search Non-Executive Director Share Acquisition Plan. Approval is being sought for all purposes, including ASX Listing Rule 10.14.

Item 8 - Member proposed resolution - Capital Protection

Members representing less than 0.01% of shares have proposed the resolution below in accordance with clause 14.1 of the Constitution.

The resolution below is NOT SUPPORTEDby the Board. The Board recommends that Members vote against this resolution.

Ordinary Resolution - Capital Protection

Shareholders request the company disclose, in subsequent annual reporting, information that demonstrates how the company's capital expenditure and operations will be managed in a manner consistent with the climate goals of the Paris Agreement.

This information should include:

  • Details of how the company's capital expenditure will facilitate the efficient managing down of oil and gas operations and assets in a timeframe consistent with the Paris goals;
  • Production guidance for the lifetime of oil and gas assets that is consistent with the Paris goals;
  • Plans and capital expenditure requirements for decommissioning and rehabilitating asset sites at the end of their Paris-aligned lifetimes;
  • Plans for how employees of the company will be informed of asset closures, and employee transition plans, including any compensation for job losses, training and support in seeking future employment; and
  • Details of how remaining capital in the company will be returned to investors.

The vote on this resolution is non-binding.

Items 2 - 8 will be conducted as ordinary resolutions.

By Order of the Board

Michael Drew

Group Secretary

16 March 2021

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Disclaimer

Oil Search Limited published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 16:21:07 UTC.