Ophir Energy Plc and Sets out Resolutions to Be Voted on at the Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This document gives Notice of the 8th Annual General Meeting of Ophir Energy plc and sets out resolutions to be voted on at the meeting. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult a stockbroker, solicitor, accountant, or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Ophir Energy plc, please pass this document together with the accompanying documents at once to the purchaser or transferee, or to the person who arranged the sale or transfer so that they can pass these documents to the person who now holds the shares. If you have sold or otherwise transferred only part of your holding of shares, you should retain these documents.

Ophir Energy plc

Notice of the 8th Annual General Meeting To be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on Tuesday 19 June 2012 at 2:30 p.m.

Ophir Energy plc 1 Ophir Energy plc 55 Grosvenor Street London W1K 3HY

Registered in England and Wales No: 05047425

16 May 2012

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING I am pleased to be writing to you, on behalf of the Board of Directors, with details of the 8th Annual General Meeting (AGM) of Ophir Energy plc (the Company) which will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Tuesday 19 June 2012 at 2:30 p.m. The doors will open at 2:00 p.m. and tea and coffee will be served before the meeting.

The formal notice of the AGM is set out on pages 7 to 8 of this document.

VOTING AT THE AGM In order for the voting preferences of all shareholders to be taken into account, and not only those who can physically attend, the Company will conduct a poll vote on all resolutions put to the AGM. If you would like to vote on the resolutions being put to the AGM but cannot attend in person, please complete and return the Form of Proxy sent with this Notice in the envelope provided as soon as possible. Alternatively, you can vote online by visiting Capita’s website at www.capitashareportal.com. The return of the Form of Proxy by post or registering your vote online will not prevent you from attending the AGM and voting in person should you so wish.

To be valid, the Form of Proxy or online voting instruction must be received by the Company’s Registrars, Capita Registrars, no later than 2:30 p.m. on Friday 15 June 2012. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 on page 13.

The results of the poll will be released to the market and published on the Company’s website as soon as practicable after the conclusion of the AGM.

RESOLUTIONS Details of the resolutions to be proposed at the AGM are given below.

Resolutions 1-14 and 18-20 are being proposed as ordinary resolutions and for each of these resolutions to be passed, more than 50% of the votes cast must be in favour of the resolutions. Resolutions 15-17 are being proposed as special resolutions. In order for special resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.

ORDINARY BUSINESS 1 Annual Report and Accounts The Directors are required to present their Report and that of the Auditor, together with the audited annual accounts, to the meeting. This gives shareholders the opportunity to ask questions on the content before voting. The Company’s Annual Report and Accounts for the year ended 31 December 2011 may be found on the Company’s website www.ophir-energy.com.1

2 Remuneration Report Companies with a listing on the London Stock Exchange must present their Directors’ Remuneration Report to shareholders for an advisory vote. The Remuneration Report is set out on pages 45 to 52 of the Company’s Annual Report and Accounts.

Election of Directors The Company’s Articles of Association require all Directors to be subject to election by shareholders at the first AGM following their appointment and for re-election by shareholders at least every three years. Ronald Blakely, Dr Nicholas Cooper and Patrick Spink, having been appointed to the Board since the Company’s last AGM will therefore retire and offer themselves for election at the forthcoming AGM. In addition, in line with the provision of the UK Corporate Governance Code which states that all directors of FTSE 350 companies should be subject to annual re-election by shareholders, all remaining Directors, with the exception of Dr Alan Stein, will offer themselves for annual re-election with effect from the 2012 AGM. Dr Alan Stein announced in November 2011 that he would not stand for re-election at the 2012 AGM.

The Nomination Committee has reviewed the performance of each Director now standing for election or re-election and, having considered the complementary skills and expertise brought by each to the Board, believes that they continue to make an effective contribution and to demonstrate commitment to their roles. The Board as a whole is content that, with the exception of Rajan Tandon, each Non-executive Director offering himself for election or re-election is independent in character and judgement and that there are no relationships or circumstances likely to affect that independence. Rajan Tandon was first appointed to the Board under the terms of a Shareholder Agreement with a major shareholder and therefore is not considered to be independent.

1 As disclosed in the Company’s Annual Report and Accounts 2011, in April 2012 the Group completed an equity placing of 30.5 million new ordinary shares of 0.25 pence at a price of 495 pence raising $242million (£150.9million). It should also be noted that pursuant to the placing the Company placed 1,650,000 new ordinary shares with the Kulczyk Group, a related party of the Company for the purposes of the Listing Rules as it held in excess of 10% of the issued share capital of the Company at 28 March 2012. The placing to the Kulczyk Group was on the same terms as to other subscribers and no commission was payable to them in respect of such placing. The aggregate value of the new ordinary shares placed to the Kulczyk Group at the placing price of 495 pence per ordinary share was £8.17 million, which represented 0.42% of the market capitalisation of the Company as at the close of business on 27 March 2012 and as a result of which the Kulczyk Group held 10.20% of the issued share capital of the Company as at 02 April 2012.

2 2012 AGM Circular Ophir Energy plc Further details on the skills and experience brought to the Board by the Non-executive Directors are set out on page 38 of the Annual Report.

3 Ronald Blakely, Non-executive Director Ronald Blakely was appointed as a Non-executive Director of the Company on 7 July 2011 and as Chairman of the Audit Committee in September 2011.

Mr Blakely is a retired former executive whose career spanned more than 38 years with Royal Dutch Shell companies. At time of retirement in October 2008 he was Executive Vice President Global Downstream Finance. In previous roles he had been CFO of Shell Oil Products in the USA and CFO of Shell Canada, a then Canadian public integrated oil and gas company. He is a graduate of the University of Guelph with a major in Economics and a member of the Society of Management Accountants of Alberta. Mr Blakely is currently the non-executive Chairman of the Board of Oil Sands Quest, a Calgary based company.

4 Dr Nicholas Cooper, Chief Executive Officer Dr Nicholas Cooper was appointed to the Board as Managing Director on 1 June 2011 and formally assumed the role of Chief Executive Officer in December 2011.

Dr Cooper began his career as a geophysicist with BG and Amoco in the UK and various international locations. He spent two years with the energy team at Booz-Allen & Hamilton, advising on upstream and gas development projects. In 1999, Dr Cooper completed an MBA at INSEAD and went on to join the oil and gas team at Goldman Sachs where he held the position of Vice President. In early 2005 he co-founded and became CFO of Salamander Energy plc, the Asia-focused exploration and production company, which has grown from start-up to FTSE 250 constituent.

5 Patrick Spink, Non-executive Director Patrick Spink was appointed as a Non-executive Director of the Company on 7 July 2011 and is a member of the HSE Committee.

Mr Spink spent over 20 years with Perenco, joining the company shortly before the start of its rapid growth into one of the world’s largest private upstream oil and gas companies. He performed a number of roles including head of exploration, general manager of one of its largest subsidiaries, and executive board member before the company was privatised. For 15 years until 2010, he was head of business development, including during the company’s most rapid period of growth. Prior to joining Perenco, Mr Spink held positions in exploration and operations departments of a number of E&P companies. He has a degree in Environmental Sciences from the University of Lancaster and currently runs a consulting business providing upstream investment advice to a number of clients.

6 Nicholas Smith, Non-executive Chairman Nicholas Smith was appointed to the Board of the Company as a Non-executive Director in October 2007 and served as Chairman of the Audit and Nomination Committees until September 2009 when he was appointed as Chairman of the Board. Mr Smith is a member of the Remuneration and Nominations Committees and was a member of the Audit Committee until 7 July 2011.

Mr Smith trained as a chartered accountant with Ernst & Young. He joined the Jardine Fleming Group in 1986 serving, from 2003, as chief financial officer and as a member of the Executive Committee. Mr Smith became a director of Robert Fleming International Ltd in 1998 and the Director of Origination - Investment Banking serving until 2000. Mr Smith currently serves as a non-executive director for Asian Citrus Holdings Ltd, PLUS Markets Group plc, Sorbic International Ltd., Japan Opportunities Fund II Limited and Schroder Asia Pacific Fund plc.

7 Jonathan Taylor, Executive Director and Founder Director Jonathan Taylor was one of the founding directors of Ophir, serving initially as its Technical Director, and he is a member of the HSE Committee.

Mr Taylor has over 20 years’ experience in a range of technical and asset management roles in Africa, Europe, Far East and the Middle East, for Amerada Hess Ltd, Clyde Petroleum plc and Gulf Canada Resources Ltd. Mr Taylor was appointed as Exploration Director of Fusion in November 1998, resigning in March 2004 to found Ophir.

8 John Lander, Non-executive Director John Lander was appointed as a Non-executive Director of the Company in November 2008. He is Chairman of the Remuneration Committee and a member of the Audit, Nominations and HSE Committees.

Mr Lander started his career with Shell as a geophysicist in their international division and has more than 40 years’ experience in the international oil and gas industry, holding executive boardroom positions at RTZ Oil and Gas Limited, Pict Petroleum plc, Premier Oil plc, British-Borneo Petroleum Syndicate plc and Tullow Oil plc, the latter until his retirement from full-time employment. He is chairman of Alkane Energy plc and Canadian North Sea Energy Limited as well as being a non-executive director of Neon Energy Limited.

9 Dennis McShane, Non-executive Director Dennis McShane was appointed to the Board as a Non-executive Director in October 2007 and as Senior Independent Director in November 2009. Mr McShane is Chairman of the Nomination Committee and a member of the Audit and Remuneration Committees, having also served as Chairman of the Audit Committee from September 2009 to 18 August 2011.

Mr McShane is a founding principal of Midas Resource Partners. From September 2004 to November 2008 Mr McShane was a senior executive of the Ferrexpo group of companies serving as executive director of finance and business strategy. He led the successful initial public offering of Ferrexpo plc on the Official List of the London Stock Exchange in June 2007. Prior to joining Ferrexpo, Mr McShane was an investment banker with JPMorgan Chase & Co emerging markets investment banking and mining and metals practices in London. In 2002, he became head of mining and metals in JPMorgan’s Asia-Pacific practice, based in Sydney. He attended Harvard Business School and the State University of New York.

Ophir Energy plc 2012 AGM Circular 3 Notice of Annual General Meeting

10 Lyndon Powell, Non-executive Director Lyndon Powell was appointed as a Non-executive Director of the Company in November 2008. He serves as Chairman of the HSE Committee and is a member of the Remuneration Committee.

Mr Powell retired from a career in the Royal Military Police and Special Forces in 2006. During his time with HM Forces, he served in diverse locations throughout the world in a variety of appointments, gaining a wide spectrum of experience in operational and strategic security management including work with the Foreign & Commonwealth Office to provide protection for HM Ambassadors and commanding four major units. Mr Powell was Chief of Special Forces at the Allied Rapid Reaction Corps and was an advisor to the Sierra Leone Armed Forces in Freetown. In 2007 he was appointed as deputy director of Security Operations with Infinity SDC Ltd, and in 2008 moved to start his own company, Barbican Global Ltd, which specialises in independent security advice to the corporate sector.

11 Rajan Tandon, Non-executive Director Rajan Tandon was appointed as a Shareholder Representative Non-executive Director in September 2009.

Mr Tandon is Vice President-in-Charge of Finance and Accounts at Mittal Investments and has over 25 years of industrial experience. Prior to this he was Director-in-Charge of Finance and Accounts at Mittal Steel. He has been a leading member of the Corporate Finance Team and served as Treasurer for LNM Holdings NV until its merger with Ispat International in December 2004. With a career of over 20 years within the Mittal Steel Group, he has held various positions in Finance and Accounting within the Group. Mr Tandon is an Honours Graduate in Accounting and Commerce from St Xavier’s College, Kolkata and a Fellow of The Institute of Chartered Accountants of India and Member of The Institute of Internal Auditors. He also serves on the board of various companies.

12 Re-appointment of the Auditor UK company legislation requires that shareholders re-appoint the external auditor at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting. Following a review of the work undertaken by Ernst & Young LLP, both in preparation for the Company’s Initial Public Offering and during the audit of the report and accounts for the year ended 31 December 2011, and on the recommendation of the Audit Committee, the Board is proposing the re-appointment of Ernst & Young LLP. Ernst & Young LLP have expressed their willingness to continue in office for a further year.

13 Auditor’s Remuneration If authorised to do so by shareholders, the Directors may set the remuneration payable to the auditor and this resolution proposes the renewal of the current authority to do so. Details of the remuneration paid to the auditor during the year ended 31 December 2011 may be found in the Annual Report.

The Audit Committee has adopted a policy which clearly identifies permitted and prohibited services from the external auditor. The policy also sets out the procedure to be followed for the approval of all audit and non-audit services and specifies that all engagements with an expected fee in excess of US$100,000 require the prior approval of the Audit Committee.

SPECIAL BUSINESS 14 Authority to allot securities Resolution 14, which is an ordinary resolution, would renew the authority currently held by the Directors to allot ordinary shares in the Company up to an amount approximately equal to two-thirds of the issued ordinary share capital of the Company (excluding treasury shares) as at 14 May 2012. As at 14 May 2012 the Company did not hold any shares in treasury.

The authority in paragraph (a) of resolution 14 would allow the Directors a general authority to allot new ordinary shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal amount equal to £330,000 (representing 132,000,000 ordinary shares of 0.25 pence each). This amount represents approximately one-third of the Company’s total issued ordinary share capital as at 14 May 2012.

The Association of British Insurers (ABI) has advised that it will regard as routine a request to authorise the allotment of a further one- third of a company’s issued share capital in connection with a rights issue. In light of this, paragraph (b) of this authority in resolution 14 would allow the Directors to allot new shares and rights to subscribe for, or convert other securities into, shares only in connection with a rights issue in favour of holders of equity securities up to a further nominal amount equal to £330,000 (representing 132,000,000 ordinary shares). This amount represents approximately one-third of the Company’s total issued ordinary share capital as at 14 May 2012. If the Directors exercise this authority, all the Directors would continue to put themselves forward for re-election at the next AGM in line with the ABI recommendations.

The Board has no current plans to undertake a rights issue or to allot new shares other than to fulfil the Company’s obligations in connection with employee share and incentive plans. However the Board considers it desirable that the Company has the maximum flexibility permitted by corporate governance guidelines in managing the Group’s capital resources and responding to market developments.

If this resolution is passed, the authority will remain in force until 30 June 2013 or the conclusion of the Company’s AGM in 2013, whichever is the earlier.

15 Authority to allot securities for cash other than on a pre-emptive basis Resolution 15 is proposed as a special resolution. If the Directors wish to allot new shares and other equity securities or sell treasury shares for cash (other than in connection with an employee share scheme) company law requires that these shares are first offered to shareholders in proportion to their existing holdings.

4 2012 AGM Circular Ophir Energy plc The purpose of paragraph (a) of resolution 15 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (a) of resolution 14, including the sale of any shares held in treasury for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to an aggregate nominal amount of £49,625 (representing 19,850,000 ordinary shares) which is approximately 5% of the total issued ordinary share capital of the Company as at 14 May 2012, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The purpose of paragraph (b) of resolution 15 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (b) of resolution 14, or to sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.

In accordance with the Pre-emption Group’s Statement of Principles, the Directors confirm their intention that no more than 7.5% of the issued share capital will be issued for cash on a non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) during any rolling three year period (excluding shares issued pursuant to employee incentive schemes) without prior consultation with shareholders. This authority would remain in force until 30 June 2013 or the conclusion of the Company’s AGM in 2013, whichever is the earlier.

16 Purchase of own shares The Directors are committed to the effective management of the Company’s capital resources and in certain circumstances it may be advantageous for the Company to purchase its own shares.

Resolution 16, which is a special resolution, would renew the authority currently held by the Directors to purchase up to 10% of the Company’s total issued share capital. No shares were bought back under the current authority. The resolution would enable the Directors to buy back up to 39,750,000 ordinary shares as at 14 May 2012, and sets the maximum and minimum prices at which these shares may be bought.

The Company has options outstanding over 12,665,039 ordinary shares, representing 3.18% of the total issued share capital as at 14 May 2012. The Company has no outstanding warrants. If the Company were to purchase the maximum number of shares permitted by this resolution, the options as at 14 May 2012 would represent 3.54% of the Company’s total issued share capital.

Companies are able to hold purchased shares as treasury shares rather than cancelling them. While the Act no longer places a limit on the number of shares which can be held in treasury, the ABI considers that the former 10% limit remains appropriate. The Directors will decide at the time of purchase whether to hold shares in treasury or to cancel them immediately. Shares held in treasury do not carry voting rights and no dividends will be paid on any such shares. It is also possible for the Company to transfer shares out of treasury pursuant to an employees’ share scheme. If any shares are so used, the Company will include them in the limits on the number of new shares which may be issued by such employees’ share schemes, as long as this is required under institutional guidance. Currently, the Company has no shares held in treasury.

The Directors have no present intention of exercising the authority to purchase the Company’s ordinary shares but will keep the matter under review taking into account other investment opportunities. The authority would only be exercised if and when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be in the best interests of shareholders generally.

The authority set out in this resolution will remain in force until 30 June 2013 or the conclusion of the Company’s AGM in 2013, whichever is the earlier.

17 General Meetings The Companies Act 2006 (the Act) requires listed companies to provide shareholders with 21 days’ notice of any general meeting unless shareholders have approved the calling of general meetings at shorter notice. The notice period for AGMs cannot be reduced in this way. While the Directors do not intend calling general meetings on short notice as a matter of routine, enabling the Board to call general meetings on 14 clear days’ notice would provide flexibility where that was merited by the business of the relevant meeting.

Resolution 17, which is a special resolution, will remain in force until the conclusion of the Company’s AGM in 2013. The Board intends to renew this authority at each AGM.

18 Deferred Share Plan The Directors wish to adopt the Ophir Energy plc Deferred Share Plan 2012 (the DSP) as a means of retaining and incentivising employees. Pursuant to the DSP, a portion of participants’ annual bonuses will be deferred into ordinary shares in the share capital of the Company. The principal terms of the DSP are set out in Appendix 1 on page 9 of this Notice.

The Directors wish to establish the Ophir Energy plc Employee Benefit Trust as a discretionary settlement for the benefit of employees and former employees of the Company and its subsidiaries. It is intended that the Employee Benefit Trust will be used to hold ordinary shares in the Company in conjunction with the proposed DSP. However, the Employee Benefit Trust could also be used in conjunction with any other employee share incentive plan, or to “warehouse” ordinary shares for future use. The Employee Benefit Trust may acquire ordinary shares by direct subscription or through acquisition from existing shareholders.

The Remuneration Committee has no present intention of using the DSP in relation to the bonuses of the Executive Directors.

A copy of the rules of the DSP and the Trust Deed relating to the Employee Benefit Trust are available for inspection at the Company’s registered office (55 Grosvenor Street, London W1K 3HY) or at the offices of Eversheds LLP (One Wood Street, London EC2V 7WS) during business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the close of the AGM. The DSP rules and the Trust Deed will also be available for inspection at the AGM venue from 2:00 p.m. on the day of the meeting until its conclusion.

Ophir Energy plc 2012 AGM Circular 5 Notice of Annual General Meeting continued

19 Long Term Incentive Plan The Remuneration Committee intends to grant a one-off award of ordinary shares to the Company’s CEO under the rules of the Ophir Energy Long Term Incentive Plan 2011 (the LTIP). The one-off award of ordinary shares (theAward ) is in addition to an award granted to Dr Cooper under the LTIP in April 2012.

It is intended that the Award will put Dr Cooper in a position which will partially replicate that of the Company’s founders and will ensure that he is retained and encouraged to continue to generate substantial returns to shareholders. The Award is also intended to ensure that Dr Cooper's remuneration package reflects the additional responsibilities he is now taking on following the Board’s re-structuring. In order to deliver the above-mentioned aims, it is intended that the rules of the LTIP be amended to allow the Company to grant the Award on special terms not normally permitted under the LTIP. The power to grant the Award under such terms will only apply to the Award and will not apply to any other award which may be granted under the LTIP.

Full details of the special terms of the Award are set out in Appendix 2 on page 11 of this Notice.

A copy of the current and proposed rules of the LTIP are available for inspection at the Company’s registered office (55 Grosvenor Street, London W1K 3HY) or at the offices of Eversheds LLP (One Wood Street, London EC2V 7WS) during business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the close of the AGM. The current and proposed LTIP rules will also be available for inspection at the AGM venue from 2:00 p.m. on the day of the meeting until its conclusion.

20 Political Donations Part 14 of the Act requires companies to obtain shareholders’ authority before making political donations to registered political parties, independent election candidates or other political organisations totalling more than £5,000 in any 12 month period, and for any political expenditure, subject to limited exceptions.

The Company’s policy is not to make political donations of any sort; however certain socially responsible activities and attendance at conferences and receptions can be caught by the legal definition. This resolution is not intended to change the Company’s policy of not making political donations within the normal meaning of that expression. However, the definitions included in the relevant provisions of the Act are sufficiently broad for the Company to seek shareholder approval as a precautionary measure to ensure that its usual business activities do not inadvertently contravene the legislation. These activities may include actions undertaken through the Group’s social and community related programmes or briefings at receptions or conferences where communicating the Company’s views might be vital to its business interests. All such activities are subject to the Company’s Code of Conduct and Anti-Corruption Policy and procedures as reviewed and updated following the implementation of the UK Bribery Act 2010.

Accordingly, the Directors believe that the authorities contained in this resolution are necessary to allow the Company (and any subsidiary) to fund activities which are in the interests of its shareholders. Any political expenditure incurred which is in excess of £2,000 will be disclosed in the Company’s annual report and accounts for 2012, as required by the Act. The authorities conferred by this Resolution 20, which is an ordinary resolution, will expire on 30 June 2013 or the conclusion of the Company’s AGM in 2013, whichever is the earlier.

RECOMMENDATION The Directors consider that all the resolutions being proposed at this year’s AGM will promote the success of the Company and are in the best interests of shareholders as a whole and the Company. The Directors therefore unanimously recommend that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours sincerely

Nicholas Smith Chairman, Ophir Energy plc

6 2012 AGM Circular Ophir Energy plc Ophir Energy plc

Notice of Annual General Meeting

Notice is hereby given that the 8th Annual General Meeting (AGM) of Ophir Energy plc (the Company) will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Tuesday 19 June 2012 at 2:30 p.m. for the following purposes:

RESOLUTIONS To consider and, if thought fit, to pass resolutions 1 – 14 and 18 - 20 as ordinary resolutions and resolutions 15 - 17 as special resolutions.

ORDINARY BUSINESS 1 To receive the Company’s Annual Report and Accounts for the financial year ended 31 December 2011 together with the Reports of the Directors and Auditor thereon.

2 To approve the Directors’ Remuneration Report for the year ended 31 December 2011.

3 To elect Ronald Blakely as a Director of the Company.

4 To elect Nicholas Cooper as a Director of the Company.

5 To elect Patrick Spink as a Director of the Company.

6 To re-elect Nicholas Smith as a Director of the Company.

7 To re-elect Jonathan Taylor as a Director of the Company.

8 To re-elect John Lander as a Director of the Company.

9 To re-elect Dennis McShane as a Director of the Company.

10 To re-elect Lyndon Powell as a Director of the Company.

11 To re-elect Rajan Tandon as a Director of the Company.

12 To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

13 To authorise the Directors to set the auditor’s remuneration.

SPECIAL BUSINESS 14 THAT: (a) the authority conferred on the Directors by Article 94.2 of the Company’s Articles of Association be renewed and for this purpose: (i) the Section 551 Amount shall be £330,000; and (ii) the Allotment Period shall be the period ending at the conclusion of the Company’s AGM in 2013 or 30 June 2013, whichever is the earlier; and (b) the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a further nominal amount of £330,000 in connection with an offer by way of a rights issue, such authority to apply until the conclusion of the Company’s AGM in 2013 or 30 June 2013, whichever is the earlier, but so that the Company may make offers or enter into agreements which would, or might, require shares to be allotted, or rights to subscribe for, or convert other securities into, shares to be granted after the authority ends.

The authorities in this Resolution apply in substitution for all previous authorities pursuant to Section 551 of the Act.

For the purposes of the authority in paragraph (b) above, “rights issue” means an offer to: (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

15 THAT subject to the passing of Resolution 14 above, (a) the power conferred on the Directors by Article 94.3 of the Company’s Articles of Association be renewed for the Allotment Period specified in Resolution 14(a)(ii) and for such period the Section 561 Amount shall be £49,625. Such authority shall be in substitution for all previous powers pursuant to section 561 of the Act; and (b) the Directors be empowered to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority given by paragraph (b) of Resolution 14 above in connection with a rights issue as if section 561(1) of the Act did not apply to such allotment, such power to expire at the conclusion of the Company’s AGM in 2013 or 30 June 2013, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

f or the purposes of this Resolution, “rights issue” has the same meaning as that set out in Resolution 14 above.

Ophir Energy plc 2012 AGM Circular 7 Notice of Annual General Meeting continued

16 THAT the Company be generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares with a nominal value of 0.25 pence each in the Company, on such terms and in such manner as the Directors may from time to time determine, and where such ordinary shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that: (a) the maximum aggregate number of ordinary shares which may be purchased is 39,750,000; (b) the minimum price which may be paid for each ordinary share is 0.25 pence; and (c) the maximum price which may be paid for each ordinary share does not exceed the higher of: (i) 105 per cent. of the average of the middle-market price of an ordinary share as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased ; and (ii) the price stipulated by Article 5(1) of Buy-back and Stabilisation Regulation (No 2273/2003).

This authority shall expire at the conclusion of the Company’s AGM in 2013 or 30 June 2013, whichever is the earlier (except in relation to any purchase of shares for which the contract was concluded before such date and which would or might be executed wholly or partly after such date).

17 THAT the Directors be authorised to call general meetings (other than an AGM) on not less than 14 clear days’ notice.

18 THAT (a) the rules of the Ophir Energy plc Deferred Share Plan 2012, the principal terms of which are summarised in Appendix 1 to this Notice, be hereby approved and adopted by the Company; (b) the Directors of the Company be authorised to establish the Ophir Energy plc Employee Benefit Trust; and (c) the Directors be authorised to do all such acts and things as they consider necessary or expedient for the purposes of implementing, administering and giving effect to the Deferred Share Plan and the Employee Benefit Trust.

19 THAT the rules of the Ophir Energy Long Term Incentive Plan 2011 (the LTIP), be amended so that the changes to the LTIP rules summarised in Appendix 2 to this Notice, be hereby approved and adopted by the Company;

20 THAT in accordance with section 366 of the Act the Company, and any subsidiary of the Company during the period for which this resolution has effect, be authorised to: (a) make political donations to political organisations other than political parties not exceeding £50,000 in total; and (b) incur political expenditure not exceeding £50,000 in total. in each case during the period beginning with the date of passing this resolution and ending at the conclusion of the Company’s AGM in 2013 or 30 June 2013, whichever is the earlier. In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £50,000.

f or the purposes of this resolution, the expressions ‘political donations’, ‘political parties’, ‘independent election candidates’ ‘political organisations’ and ‘political expenditure’ have the meanings set out in Part 14 of the Act.

By order of the Board

Prism Cosec Limited Company Secretary 16 May 2012

8 2012 AGM Circular Ophir Energy plc APPENDIX 1 Summary of the principal terms of the Ophir Energy plc Deferred Share Plan 2012 Background Ophir Energy plc (the Company) intends to establish the Ophir Energy plc Deferred Share Plan 2012 (DSP) in order to facilitate the deferral of a proportion of participating employees’ annual bonuses into shares in the Company.

Status of the DSP Awards granted under the DSP (the Awards) will take the form of options to acquire shares in the capital of the Company (Ordinary Shares) for nil consideration.

The Awards will have no beneficial tax status.

It is intended that the DSP will be operated in conjunction with the Ophir Energy plc Employee Benefit Trust (theTrust ).

Eligibility All employees (including executive directors) of the Company and any of its subsidiaries may be granted Awards under the DSP.

Grant The Remuneration Committee of the Company will have absolute discretion to select the persons to whom Awards may be granted and, subject to the limits set out below, in determining the number of Ordinary Shares to be subject to each Award.

Awards may be granted during the period of 42 days commencing on: (a) the date of the preliminary announcement of the Company’s annual results or the announcement of its half-yearly results in any year; or (b) any other time fixed by the Remuneration Committee where, in its discretion, circumstances are considered to be exceptional so as to justify the grant of Awards.

If the grant of an Award on any of the above days would be prohibited by virtue of the Model Code or any statute or regulation or any order made pursuant to such statute, then such Award may be granted during the period of 42 days commencing immediately after the dealing day following the time that such prohibition shall cease to have effect.

No consideration is payable for the grant of an Award.

Plan Limits On any date, no Award may be granted by the Company under the DSP if, as a result, the aggregate nominal value of Ordinary Shares issued or issuable pursuant to Awards granted during the previous ten years under the DSP or any other employees’ share scheme, profit sharing scheme or employee share ownership plan adopted by the Company would exceed 10 per cent of the nominal value of the share capital of the Company in issue on that date.

On any date, no Award may be granted by the Company under the DSP if, as a result, the aggregate nominal value of Ordinary Shares issued or issuable pursuant to Awards granted during the previous ten years under the DSP or any other discretionary employees’ share scheme adopted by the Company would exceed five per cent of the nominal value of the share capital of the Company in issue on that date.

For the purposes of the limits set out above, where an Award is settled or to be settled using Ordinary Shares from the Trust, such Ordinary Shares will only be counted as “issued or issuable” to the extent to which they have been issued (or there is an intention for them to be issued) by the Company to the Trust for the purposes of the DSP or any other employees’ share scheme operated by the Company.

Dividends Until an Award has been exercised and the Ordinary Shares have been transferred or issued to an Award holder, such Award holder shall have no entitlement to any dividends or other distributions payable by reference to a record date preceding the date of such transfer or issue.

If, at any time, a dividend or other cash distribution is paid by the Company in respect of its Ordinary Shares, the number of Ordinary Shares under each Award then subsisting shall be increased to reflect the value of the dividend. The number of Ordinary Shares to be added to an Award (Dividend Equivalent Shares) shall equate to such number of Ordinary Shares as could have been purchased, at the share price prevailing on the date the dividend is paid, from an amount equal to the dividend paid on each Ordinary Share multiplied by the number of Ordinary Shares under the Award.

In the event that an Award does not vest and become exercisable, such Award shall also cease to be exercisable in respect of any Dividend Equivalent Shares.

Dividend Equivalent Shares that have been issued and any Dividend Equivalent Shares that have been notionally added to an Award shall be taken into account for the purposes of applying the plan limits set out above. Any potential right to receive additional Dividend Equivalent Shares in the future shall not, however, be taken into account.

Vesting and Exercise of Awards Normally, an Award may only be exercised following the vesting date of such Award which will normally be the third anniversary of the date of grant (Vesting Date), provided that the participant is still an employee.

No Award is capable of exercise more than ten years after its date of grant and will lapse on the tenth anniversary of its date of grant. Awards may not be exercised during any prohibited period specified by the Model Code.

Ophir Energy plc 2012 AGM Circular 9 Notice of Annual General Meeting continued

If an Award holder ceases to be employed within the Company’s group by reason of injury, ill health or disability (evidenced to the satisfaction of the Remuneration Committee), redundancy or retirement, or upon the sale or transfer out of the Company’s group of the company or undertaking employing him, such an Award holder will generally be entitled to exercise his Award following the Vesting Date. The Remuneration Committee will however have a discretion to determine that his Award may be exercised within six months following the date of cessation of employment. In the event of cessation of employment of the Award holder by reason of his death, his personal representatives will be entitled to exercise the Award within twelve months following the date of his death.

If an Award holder based in Australia ceases employment in any of the circumstances set out above, his Award may be exercised within six months following the date of cessation of employment subject to any restrictions imposed by Australian law.

If an Award holder ceases to be employed within the Company’s group for any reason not set out above, his Award will generally lapse in full. However, the Remuneration Committee may determine, in its absolution discretion, to allow Awards to be retained in these circumstances.

Exercise of Awards is also possible earlier than the Vesting Date in the event of a takeover, a scheme of arrangement under Part 26 of the Companies Act 2006 being sanctioned by the court or the voluntary winding up of the Company. In the case of a takeover of the Company or the transfer out of the Company’s group of the undertaking employing the Award holder concerned, the Remuneration Committee may allow the Award to be exercised immediately before, but with effect from, the takeover or the transfer of the undertaking concerned.

Cash Alternative and Payment Alternative The Remuneration Committee may determine, in its absolute discretion that: (a) an Award will be satisfied with a cash payment which is equal in value to the Ordinary Shares which are subject to Award; or (b) the participant shall pay an exercise price per Ordinary Share which is equal to the nominal value of an Ordinary Share as a condition of exercise of his Award.

Other Award Terms The DSP allows for the exercise of an Award to be satisfied by either the issue of Ordinary Shares, the transfer of Ordinary Shares held by an existing shareholder who has agreed to satisfy the exercise of the Award or by the transfer of Ordinary Shares held in treasury.

Awards are not capable of transfer or assignment.

Until Awards are exercised, Award holders have no voting or other rights in relation to the Ordinary Shares subject to those Awards.

Ordinary Shares allotted pursuant to the exercise of an Award will rank pari passu in all respects with the Ordinary Shares already in issue. Ordinary Shares transferred on the exercise of an Award shall be transferred without the benefit of any rights attaching to the Ordinary Shares by reference to a record date preceding the date of that exercise. For so long as the Company’s Ordinary Shares are listed on the Official List, the Company will use its best endeavours to procure that the Ordinary Shares issued following exercise of any Awards are admitted to the Official List as soon as practicable after allotment.

Benefits obtained under the DSP are not pensionable.

Adjustment of Awards The number of Ordinary Shares subject to Award and their nominal value may be adjusted by the Remuneration Committee in the event of any capitalisation issue or rights issue (other than an issue of Ordinary Shares pursuant to the exercise of an option given to the shareholders of the Company to receive shares in lieu of a dividend) or rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital.

Administration and amendment The DSP is administered by the Remuneration Committee. The Remuneration Committee may amend the provisions of the DSP. The rules of the DSP which relate to: (i) the persons to whom Ordinary Shares are provided under the DSP; (ii) the limits on the number of Ordinary Shares which may be issued under the DSP; (iii) the basis for determining an Award holder’s entitlement to Ordinary Shares or Awards; and (iv) the basis for determining the adjustment of any Award granted under the DSP following any increase or variation in the share capital of the Company cannot be amended to the advantage of any Award holder or potential Award holder without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the DSP, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award holders or any Group company.

Termination The DSP may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption so that no further Awards can be granted under the DSP after such termination. Termination shall not affect the outstanding rights of existing Award holders.

10 2012 AGM Circular Ophir Energy plc APPENDIX 2 Ophir Energy Long Term Incentive Plan 2011: Special Terms for Proposed Award Background The Company intends to grant a one-off award of Ordinary Shares to Nick Cooper, the Company’s CEO (theAward ). The Award is in addition to an award over 322,737 Ordinary Shares granted to Dr Cooper under the Long Term Incentive Plan (LTIP) in April 2012 (the Existing Award).

The Company intends to grant the Award under the rules of the LTIP. However, in order to deliver the above-mentioned aims, it is intended that the rules of the LTIP be amended to allow the Company to grant the Award on special terms not normally permitted under the LTIP. The power to grant the Award under such terms will only apply to the Award and will not apply to any other award which may be granted under the LTIP.

The rules of the LTIP will apply to the Award, save as described in the summary below.

Individual limit The Award may be granted over Ordinary Shares with a market value which exceeds 300% of Dr Cooper’s annual basic salary. The Award, when aggregated with the Existing Award, will result in Dr Cooper being granted LTIP awards over 1,202,737 Ordinary Shares in 2012. It is not intended that Dr Cooper will be granted any further awards under the LTIP until 2015.

Timing and extent of Vesting It is intended that the Award will vest in three tranches. Subject to the achievement of performance conditions, the Award will vest and become exercisable on the basis set out in the table below:

Tranche Vesting Period Normal Vesting Date Maximum number of Ordinary Shares in respect of which the Award may vest 1 From date of grant to the 3rd 3rd anniversary of date of grant (the 240,000 anniversary of date of grant (the First First Vesting Date) Vesting Period) 2 From the 1st anniversary of date of 4th anniversary of date of grant (the 320,000 grant to the 4th anniversary of date of Second Vesting Date) grant (the Second Vesting Period) 3 From the 2nd anniversary of date of 5th anniversary of date of grant (the 320,000 grant to the 5th anniversary of date of Third Vesting Date) grant (the Third Vesting Period)

Performance Conditions Tranche 1 of the Award is subject to an absolute TSR performance condition (Absolute TSR Condition). The Award will vest in respect of 25% of the Ordinary Shares subject to Tranche 1 if a 20% compound annual growth rate (CAGR) above £4.95 is achieved (i.e. £8.55 at the First Vesting Date), and will vest in full if a 35% CAGR above £4.95 is achieved (i.e. £12.18 at the First Vesting Date). The Absolute TSR Condition will be based on the highest 30 day average price of an Ordinary Share over the final 12 months of the First Vesting Period. In setting these targets, the Remuneration Committee has considered the Company's cost of capital and the expectations of investors.

It is intended that Tranche 2 and Tranche 3 of the Award will each be subject to the Absolute TSR Condition as to 50% of the Ordinary Shares subject to such tranche, save that these targets will be measured over the Second Vesting Period and Third Vesting Period respectively. The balance of the Ordinary Shares subject to each of Tranche 2 and Tranche 3 will be subject to a relative TSR performance condition based on the Company’s ranking relative to a comparator group of companies.

Prior to the start of each of the Second Vesting Period and Third Vesting Period, the Remuneration Committee will review whether the Absolute TSR Condition of 20% and 35% CAGR remains appropriate and make such adjustments as it deems reasonable. Major shareholders will be consulted in the event that the Remuneration Committee considers that any material changes are necessary to the currently intended Tranche 2 and Tranche 3 performance conditions.

Dividend Equivalents Dr Cooper will not be entitled to receive dividends on any Ordinary Shares subject to the Award with a record date preceding the date he exercises the Award in respect of such Ordinary Shares. However, in respect of the Award, it is intended that he will be entitled to “dividend equivalent” payments on the following basis:

• following the First Vesting Date, upon exercise Dr Cooper will be paid an amount equal to the ordinary dividends payable on the number of Ordinary Shares in respect of which the Award has vested, the record date for which falls during the period commencing on the date of grant of the Award and ending on exercise;

• following the Second Vesting Date, upon exercise Dr Cooper will be paid an amount equal to the ordinary dividends payable on the number of Ordinary Shares in respect of which the Award has vested, the record date for which falls during the period commencing on the first anniversary of the date of grant of the Award and ending on exercise; and

Ophir Energy plc 2012 AGM Circular 11 Notice of Annual General Meeting continued

• following the Third Vesting Date, upon exercise Dr Cooper will be paid an amount equal to the ordinary dividends payable on the number of Ordinary Shares in respect of which the Award has vested, the record date for which falls during the period commencing on the second anniversary of the date of grant of the Award and ending on exercise.

Change of Control/Cessation of Employment If, in accordance with the rules of the LTIP, the Award will vest owing to a change of control of the Company or Dr Cooper’s cessation of employment with the Group (in circumstances where the Award does not lapse), the extent to which the Award may vest shall be as follows.

The number of Ordinary Shares in respect of which the Award will vest will be determined according to the extent to which the performance conditions have been achieved. If the event triggering early vesting occurs before the start of the Second Vesting Period and/or the Third Vesting Period, the Remuneration Committee may, in its discretion, assess the extent to which the Award vests in respect of Tranche 2 and/or Tranche 3 (as the case may be) based on its own assessment of performance to date.

The number of Ordinary Shares in respect of which the Award will otherwise vest will, unless the Remuneration Committee considers it appropriate to decide otherwise, be reduced on a pro-rata basis to reflect the portions of the First Vesting Period, the Second Vesting Period and the Third Vesting Period which have elapsed as at the date of vesting.

In the event that Dr Cooper ceases to remain employed prior to the commencement of the Second Vesting Period and/or the Third Vesting Period (as applicable) the Award shall lapse in relation to the number of Ordinary Shares which are subject to Tranche 2 or Tranche 3 (as applicable) to the extent that such vesting period has not yet commenced at such time, unless the Remuneration Committee considers it appropriate to determine otherwise.

12 2012 AGM Circular Ophir Energy plc Notes to the Notice of Annual General Meeting

1 Record Date Shareholders registered in the Register of Members of the Company as at 18:00 on 15 June 2012 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting excluding non-working days) shall be entitled to attend or vote at the AGM in respect of the shares registered in their name at that time. Changes to entries on the Register of Members after 18:00 on 15 June 2012 will be disregarded in determining the rights of any person to attend or vote at the AGM.

2 Proxies Members are entitled to appoint another person as his proxy (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM.

A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. Members who wish to appoint more than one proxy in respect of their holding may obtain additional Forms of Proxy by contacting the Company’s Registrars, Capita Registrars on 0871 664 0321 (calls cost 10p per minute plus network extras) or +44 20 8639 3399 (if calling from overseas), or members may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy appointed and the number of ordinary shares in the Company in respect of which that proxy is appointed. All Forms of Proxy should be returned together in the same envelope.

A Form of Proxy is enclosed with this Notice. Completion of the Form of Proxy will not prevent a member from subsequently attending and voting at the AGM in person if they so wish. The Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (i) received by post or (during normal business hours only) by hand at the offices of the Company’s Registrars, Capita Registrars at The Registry, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom or (ii) members may submit their proxies electronically at www.capitashareportal.com using the Investor Code and Event Code set out in the Form of Proxy, in each case by no later than 2:30 p.m. on Friday 15 June 2012, being 48 hours before the time appointed for the holding of the AGM excluding non-working days.

3 Information Rights and Nominated Persons Persons who have been nominated under section 146 of Act (a Nominated Person) to enjoy information rights do not have a right to vote or appoint a proxy at the AGM and the statements of the rights of members in relation to the appointment of proxies in note 2 above does not apply to Nominated Persons. The rights described in that note can only be exercised by members of the Company.

However, a Nominated Person may have the right (under an agreement with the member by whom they were nominated) to be appointed, or to have someone else appointed, as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise that right, they may have a right to give voting instructions to the registered shareholder under any such agreement.

4 Corporate Representatives A corporate shareholder may authorise in writing a person or persons to act as its representative(s) at the AGM. Each such representative may exercise (on behalf of the corporate shareholder) the same powers as the corporate shareholder could exercise if they were an individual shareholder in the Company, provided that they do not do so in relation to the same shares.

5 CREST Proxy Instructions CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 19 June 2012 and any adjournment thereof by following the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available at www.euroclear.com/CREST). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID: RA10) by no later than 2:30 p.m. on Friday 15 June 2012. No message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The CREST Manual is available at www.euroclear.com/CREST.

CREST members and, where applicable, their CREST sponsors or voting service provider should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company will treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Ophir Energy plc 2012 AGM Circular 13 Notes to the Notice of Annual General Meeting continued

6 Total Voting Rights and Shareholder Information Holders of the Company’s ordinary shares are entitled to attend and vote at general meetings of the Company. Each ordinary share entitles the holder to one vote on a poll. As at 14 May 2012, the Company’s issued share capital consisted of 397,796,529 ordinary shares. The Company does not hold any shares in Treasury. Therefore, the total voting rights in the Company as at 14 May 2012 are 397,796,529.

All figures given in the AGM Circular and Notice of AGM are correct as at 14 May 2012, being the latest practicable date prior to the publication of the Notice of AGM.

7 Questions Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

8 Voting at the AGM Each of the resolutions to be put to the AGM will be voted on by way of a poll and not by a show of hands. In this way, the voting preferences of all shareholders are taken into account not only those who are able to physically attend the AGM. The results of the poll will be notified to the market in the usual way and published on the Company’s website after the meeting.

9 Publication of Audit Concerns Under section 527 of the Act, the Company may be required by members meeting the threshold set out in that section to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts for the year ended 31 December 2011 (including the auditor report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act which they intend to raise at the AGM. The Company may not require the members requesting any such website publication to pay its costs in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

10 Display Documents Copies of the service contracts for all Executive Directors, letters of appointment for the Non-executive Directors, the proposed rules of the Ophir Energy plc Deferred Share Plan 2012, the Trust Deed to establish the Ophir Energy plc Employee Benefit Trust and the current and proposed rules of the Ophir Energy Long Term Incentive Plan 2011 are available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the conclusion of AGM and also at the place of the AGM from 2:00 p.m. on the day of the AGM until the conclusion thereof.

11 Information available on the website A copy of this Notice and other information required by section 311A of the Act can be found at www.ophir-energy.com.

12 Electronic address Please note that shareholders may not use any electronic address provided in this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

14 2012 AGM Circular Ophir Energy plc Ophir Energy plc 2012 AGM Circular 15 16 2012 AGM Circular Ophir Energy plc