OPHIR ENERGY PLC NOTICE OF THE 9TH ANNUAL GENERAL MEETING TO BE HELD AT LINKLATERS LLP, ONE SILK StREET, LONDON EC2Y 8HQ ON THURSDAY 6 JUNE 2013 AT 2:00 P.M. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION THIS DOCUMENT GIVES NOTICE OF THE 9TH 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 First Floor 50 New Bond Street London W1S 1BJ Registered in England and Wales No: 05047425 29 April 2013 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 9th 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 Thursday 6 June 2013 at 2:00 p.m. The doors will open at 1:30 p.m. and tea and coffee will be served before the meeting. The formal notice of the AGM is set out on pages 5 to 6 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 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 2:00 p.m. on Tuesday 4 June 2013. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 on page 7. 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 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 to 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 2012 may be found on the Company’s website www.ophir-energy.com. 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 60 to 72 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 GA M following their appointment and for re-election by shareholders at least every three years. William (Bill) Schrader was appointed to the Board on 18 February 2013 and both Alan Booth and Lisa Mitchell were appointed to the Board on 25 April 2013. All three new Directors will therefore retire and offer themselves for election at the forthcoming GA M. Dennis McShane, previously a Non- executive Director was appointed as an Executive Director on 18 February 2013. 2013 NOTICE OF AGM OPHIR ENERGY PLC 1 The provisions of the UK Corporate Governance Code state that all directors of FTSE 350 companies should be subject to annual re-election by shareholders. In addition, at last year’s AGM the Directors gave an undertaking that they would each stand for re-election at the next following AGM if the additional allotment authority was used in connection with a rights issue. With the exception of Jonathan Taylor, all Directors in place as at the date of the AGM in 2012 will therefore offer themselves for re-election at the 2013 AGM. Jonathan Taylor has advised the Board that he will not stand for re-election and will retire from the Board at the conclusion of the 2013 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 each Non-executive Director offering himself or herself for election or re-election is independent in character and judgement and that there are no relationships or circumstances likely to affect that independence. 3. Alan Booth, Independent Non-executive Director Alan Booth was appointed as Non-executive Director on 25 April 2013. Alan Booth has 30 years’ experience in oil and gas exploration at Amerada Hess, Oryx Energy and Encana. Most recently Alan Booth was Founder and CEO of EnCore Oil plc; and is now the Founder and Director of EnCounter Oil Ltd. Alan Booth holds a BSc in Geology from the University of Nottingham and MSc. DIC. in Petroleum Geology from the Royal School Mines, Imperial College. He is a former president of the UK Offshore Operators Association (UKOOA) and currently a director of the Oil and Gas Independents Association (OGIA). 4. Lisa Mitchell, Chief Financial Officer Lisa Mitchell was appointed as an Executive Director on 25 April 2013. She was appointed as Chief Financial Officer in January 2012, having previously been Group Financial Controller. With 20 years’ experience as a finance professional in the oil and gas, mining and resources sectors, Lisa Mitchell’s previous roles include CFO at Pan Pacific Petroleum NL (an ASX and NZX listed oil and gas exploration and production company) and CFO at GCM Resources plc (an AIM listed mining company). She began her career with Mobil Oil Australia. Lisa Mitchell is a Certified Practising Accountant with the Australian Society of Certified Practising Accountants, has a Graduate Diploma in Applied Corporate Governance from the Chartered Secretaries Australia and a Bachelor of Economics (major in Accounting) from La Trobe University, Melbourne. 5. Bill Schrader, Independent Non-executive Director Bill Schrader was appointed as a Non-executive Director on 18 February 2013. Bill Schrader has over 25 years’ experience working at BP, including as Chief Executive of several country operations, as President of the Azerbaijan International Operating Company and as chief operating officer of TNK-BP. Throughout his career Bill Schrader has been commended for his strong leadership qualities, strategic vision and capability in managing complex operating and government relationships. 6. Ronald Blakely, Senior Independent Director Ronald Blakely was appointed as a Non-executive Director in July 2011 and as Senior Independent Director on 18 February 2013. He is Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees. Ronald Blakely spent over 38 years working for Royal Dutch Shell companies. On his retirement in October 2008 he held the role of Executive Vice President Global Downstream Finance, while previous roles included CFO of Shell Oil Products in the USA and CFO of Shell Canada. 7. Nicholas Cooper, Chief Executive Officer Nick Cooper was appointed as a Director and Chief Executive in June 2011. Prior to joining Ophir, Nick Cooper was Chief Financial Officer and co-founder of Salamander Energy plc. He began his career as a geophysicist with BG and Amoco before joining Booz-Allen & Hamilton. From 1999-2005 he was a member of the oil and gas team at Goldman Sachs. Nick has a BSc and PhD in Geophysical Sciences and an MBA from INSEAD. 8. John Lander, Independent Non-executive Director John Lander was appointed as a Non-executive Director in November 2008. He is Chairman of the Remuneration Committee and a member of the Audit and HSE Committees. John Lander has over 40 years’ experience in the international oil and gas industry. He began as a geophysicist with Shell prior to holding executive positions at RTZ Oil and Gas Limited, Pict Petroleum plc, Premier Oil plc, British-Borneo Petroleum Syndicate plc and Tullow Oil plc. He is a non-executive director of Neon Energy Limited.