Roc Oil : EGM Presentation

Roc Oil Company Limited (ROC)

11 July 2014

ASX RELEASE

ROC EGM PRESENTATION

Attached are copies of the following documents:

• Chairman's address to shareholders; and

• Extraordinary General Meeting slide presentation.

A live webcast of the meeting will be available and can be accessed at the ROC website Investor
Centre (http://www.rocoil.com.au/Investor--Media-Centre/Webcasts.aspx).
The webcast will be recorded and available on ROC's website for future reference.

Leanne Nolan

Company Secretary
For further information please contact:

Renee Jacob

Group Manager
Investor Relations & Corporate Affairs
Tel: [phone]
Email: [e-mail]

Address by Mike Harding, Chairman

Good morning, ladies and gentlemen.
My name is Mike Harding and I am the Chairman of Roc Oil Company Limited and the chairman of this meeting. As we have a quorum of two members present I formally declare this meeting open.
Before we proceed, can I confirm that all shareholders present have registered at the Computershare desk at the entrance to the meeting and that all proxies have been inspected and all those lodged have been accepted? If you intend to vote at this meeting you should have received a green voting card. Non voting parties received a pink card and visitors received a white card. If you have not registered or do not have the correct cards please proceed to the Computershare desk now.

Introduction of directors

I would like to commence by introducing my fellow directors:

• Alan Linn - CEO and executive director

And the independent non executive directors:

• Nigel Hartley

• Chris Hodge

• Graham Mulligan

I note that independent non executive director Robert Leon has sent his apologies.
I would also like to introduce our CFO, Anthony Neilson and Company Secretary, Leanne
Nolan.

Why has this meeting been called?

This meeting has been called following a request received from Allan Gray and Hostplus Superannuation. The purpose of the request was for a special resolution to be put to shareholders to amend ROC's constitution. ROC was obliged by law to call and hold the meeting.

Formal business

I will now move to the formal business of the meeting. The notice of meeting has been distributed to shareholders and I propose to take it as read.
There is only one item to be considered and the resolution proposed will be decided on a poll. The procedure to be followed in relation to this item will be as follows:

• I will put up the resolution and the proxy results and say a few words about it

• Following this I will ask Allan Gray to speak to the resolution

• I will then ask if anyone else wants to speak to the resolution

• Following discussion on the resolution our company secretary, Leanne Nolan, will outline the poll procedure and the poll will be conducted.

• Only holders of a green voting card will be eligible to vote on the poll

• Any undirected proxies in my favour as chairman will be voted against the resolution

Page 2

We will now proceed to the only item of business.
As set out in the notice of meeting shareholders are being asked to consider and, if thought fit, to pass as a special resolution, a resolution amending ROC's constitution by the insertion of a new rule 2.1(e).
The details of the resolution and the proxies are in the overhead slide.

Chairman's address

Your Board has recommended that shareholders vote against the constitutional change being proposed today because it is designed to frustrate the proposed merger with Horizon Oil.
We know from our discussions with many of our shareholders who voted in favour that they wished to send a protest vote to the ASX about the current laws governing mergers.
We respect their right to do so but it would be regrettable if this protest vote aimed at legislators derailed the highly-valuable merger with Horizon which is in the best interests of all shareholders.
The decision to proceed to the merger was taken by your Board in good faith and after extensive due diligence. The Board is unanimous that the merger is in the best interests of ROC shareholders. In order that ROC shareholders are fully informed as to the merits of the merger, your Board appointed Grant Samuel to prepare an independent expert report on the merger which has been released to the ASX and available to all shareholders. Grant Samuel is of the opinion that the merger is fair and in the best interests of ROC shareholders.
Once again I urge shareholders present today to support the Board and vote against the proposed resolution.
I would now like to provide Allan Gray an opportunity to speak briefly to the resolution they have proposed. If there is a representative from Allan Gray in the room would they like to raise their hand and we will provide a microphone.
Would anyone else like to speak to the resolution?
Only shareholders of the company or their duly appointed representatives or proxies are permitted to speak to the resolution - those with green or pink cards.
If there are no further speakers, in my capacity as chairman, I now call on a poll on this resolution and invite the Company Secretary to advise the poll procedure.
Thank you.

Page 3

Roc Oil EGM

Friday 11 July 2014

SPECIAL RESOLUTION: AMENDMENT TO CONSTITUTION

"That pursuant to section 136(2) of the Corporations Act 2001 (Cth), the constitution (Constitution) of Roc Oil Company Limited ACN 075 965 856 (the Company) be modified by inserting following rule as a new rule 2.1(e) immediately after rule 2.1(d) of the Constitution:

The Company may not issue shares or securities convertible into shares (New Issue) without the prior approval of shareholders, where:

a) the number of shares to be issued by the Company under the New Issue; and/or

b) the number of shares that will be issued upon conversion of the securities to be issued by the Company under the New Issue,

represents more than 30% of the number of shares on issue at the time the New Issue is announced.

For the avoidance of doubt, the above rule operates despite any other provision to the contrary in the constitution."

The instructions given to validly appointed proxies in respect of the resolution are as follows:

SPECIAL

FOR AGAINST

EXCLUDED

PROXY DISCRETION

201,837,506 233,693,370 3,422,077 3,337,682

46.0% 53.24% N/A 0.76%

*75% of votes "FOR" required to pass a special resolution

Roc Oil Company Limited (ROC) 2