Prominence Energy NL : Notice of General Meeting/Proxy Form

*M00000112Q02*

ABN69 009 196 810 (Incorporated in Western Australia)

Level 2, 30 Richardson Street

West Perth, WA 6005

PO Box 1786, West Perth WA 6872

T[phone] F[phone]

1 April 2021

Dear Shareholders

General Meeting of Prominence Energy NL

You are invited to attend the general meeting of shareholders of Prominence Energy NL (Company) (ASX: PRM) to be held at Level 2, 30 Richardson Street, West Perth, WA 6005 (Location) on Friday 30 April 2021 at 10:00am (AWST) (Meeting).

In accordance with section 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No.3) 2020 (Cth), the Company will not be sending a hard copy of the notice of Meeting (Notice) to Shareholders. Instead, a copy of the Notice will be made available electronically as follows:

• via the Company's website at www.prominenceenergy.com.au/irm/content/asx-announcements;
• via the Company's ASX page at www.asx.com.au/asx/share-price-research/company/PRM; and
• if you have nominated an email address and have elected to receive electronic communications from the Company, via the electronic link that is sent to your nominated email address.

The Company will be conducting the Meeting at the Location without the use of video conferencing technology. With regards to the COVID-19 pandemic, the Company considers the health and safety of shareholders, advisers and staff to be paramount. As such, the Company has put in place measures to adhere to physical distancing requirements set by the government authorities for the Meeting.

All the resolutions in the Notice will be voted upon by poll. If you wish to vote on any of the resolutions identified in the Notice, you must vote online or attend the Meeting in person or by proxy. If you do not wish to vote at the Meeting, you are encouraged to appoint the Chair as proxy prior to the Meeting. A proxy form is provided with this letter and should be filled out with specific instructions on how your vote is to be exercised in relation to each resolution, and the Chair must follow such instructions. The Notice sets out instructions on how to properly complete and send the proxy form to the Company or submit your vote online.

If you are unable to access the Notice through the above means or for any other reason, please contact the Company Secretary on [phone] or at [e-mail] between 9:00am to 5:00pm (AWST) on Monday to Friday to arrange to access a copy of the Notice.

Yours sincerely,

Anna Mackintosh

Company Secretary

Prominence Energy NL

Authorised by The Board of Prominence Energy NL

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PROMINENCE ENERGY NL

ABN 69 009 196 810

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

AND

PROXY FORM

Date of Meeting

30 April 2021

Time of Meeting

10:00am AWST

Place of Meeting

Level 2, 30 Richardson Street

West Perth WA 6005

ABN: 69 009 196 810 (Incorporated in Western Australia)

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Prominence Energy NL will be held on 30 April 2021 at 10am AWST, at the office of Prominence Energy, Level 2, 30 Richardson Street, West Perth, Western Australia 6005.

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 10 am on 28 April 2021.

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

AGENDA

1. RESOLUTION 1 - ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.2 Exception 13(b) as an exception to Listing Rule 7.1, and for all other purposes, Shareholders approve the establishment of the " Prominence Energy Employee Securities Incentive Plan", and the issue of up to a maximum of 60,500,000 securities under that plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Prominence Energy Employee Securities Incentive Plan and their nominees or any associates of those persons.

However, this does not apply to a vote case in favour of the Resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to cote on the Resolution in that way;
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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ABN: 69 009 196 810 (Incorporated in Western Australia)

2. Resolution 2 - Approval to grant Plan Performances Rights to Ian McCubbing

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the grant of a total of 5 million Plan Performance Rights (comprising 2.5 million Class A Plan Performance Rights and 2.5 million Class B Plan Performance Rights) to Mr Ian McCubbing (or his nominees) under the Prominence Energy Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme and their associates.

However, this does not apply to a vote case in favour of the Resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Approval to grant Plan Performances Rights to Alexander Parks

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the grant of 8 million Plan Performance Rights (comprising 4 million Class A Plan Performance Rights and 4 million Class B Plan Performance Rights) to Mr Alexander Parks (or his nominees) under the Prominence Energy Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Memorandum."

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ABN: 69 009 196 810 (Incorporated in Western Australia)

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by

a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme and their associates.

However, this does not apply to a vote case in favour of the Resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 - Approval to grant Plan Performances Rights to Patric Glovac

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 1, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the grant of 3 million Plan Performance Rights (comprising 1.5 million Class A Plan Performance Rights and 1.5 million Class B Plan Performance Rights) to Mr Patric Glovac (or his nominees) under the Prominence Energy Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by

a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme and their associates.

However, this does not apply to a vote case in favour of the Resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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