Accept the OGOG Partial Offer Target Company Statement in response to the OGOG Partial Offer The Independent Directors of New Zealand Oil & Gas have carefully considered the partial takeover offer from OGOG. They unanimously recommend that you accept the OGOG Offer. If you have any questions in respect of this document or the OGOG Offer, you should seek advice from your independent financial adviser or legal adviser. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION Contents 3 Chairman’s Letter 4 SECTION 1: Independent Directors’ Unanimous Recommendation 10 SECTION 2: Takeovers Code Information 28 SECTION 3: Glossary 31 APPENDIX 1: Independent Adviser’s Report 76 APPENDIX 2: Simmons Corporate Finance Report on Fairness Between Classes 2 New Zealand Oil & Gas Takeover Target Company Statement 2017 CHAIRMAN’S LEttER NEW ZEALAND OIL & GAS Dear fellow New Zealand Oil & Gas Shareholder The Independent Directors unanimously recommend you accept the enclosed partial offer for your New Zealand Oil & Gas shares. Together with this document you will find an offer from O.G. Oil & Gas (Singapore) Pte. Ltd. (OGOG). You should read the further details below, in making your personal decision on the offer. To summarise the main reasons for our recommendation: ¬ We believe the offer price of 78 cents per share is fair because it is within the range assessed by the Independent Adviser, Northington Partners. A copy of their report is attached. ¬ OGOG is supportive of the New Zealand Oil & Gas’ current strategy and the continued development of the company. All shareholders stand to benefit from the backing of a shareholder such as OGOG, which sits within the Ofer Global Group. OGOG intends to maintain a New Zealand listing for New Zealand Oil & Gas so that existing shareholders (even those who accept the partial offer) have the opportunity to participate in its plans for growth. There are some other important matters that you should consider: ¬ The offer is a partial offer. You may accept the offer for any number of your shares, but you are only certain of being able to sell up to 67.55% of your shareholding. ¬ The offer is conditional on consents from the Overseas Investment Office and the Minister of Energy and Resources. ¬ If the offer is successful the Company’s imputation credits will be lost, tax losses to carry forward may be lost and there is likely to be a less liquid market for your shares. Taking all of that into account, the Independent Directors believe you should accept the OGOG offer. The question you will need to consider from your personal perspective, if you are minded to accept the offer, is how many shares to sell. You are able to accept the offer for all or part of your shareholding, but acceptances for more than 67.55% of your shares may be subject to scaling, so may not be taken up in full. In deciding how many shares to sell into the offer, you should consider your own personal circumstances and investment preferences. If you think the offer price is attractive and wish to reduce your exposure to New Zealand Oil & Gas, you may want to accept for more shares. If you want more exposure to the future strategy of New Zealand Oil & Gas, you may want to accept for less shares. You may also want to consider how much you want the offer to succeed – if not enough shares are sold into the offer, it will not succeed. I intend to accept the offer for all of the shares I control, because I think it is important that OGOG’s offer succeeds. The other Independent Directors do not hold or control any shares. Further detail is provided below, and I encourage you to read this document in full before making your decision. Yours faithfully, Rodger Finlay, Chairman New Zealand Oil & Gas Limited New Zealand Oil & Gas Takeover Target Company Statement 2017 3 SECTION 1: INDEPENDENT DIRECTORS’ UNANIMous RECOMMENDATION 4 New Zealand Oil & Gas Takeover Target Company Statement 2017 NEW ZEALAND OIL & GAS For the reasons set out below, the Independent Directors are unanimously recommending that you accept the OGOG Offer. The Offer OGOG is offering to buy your Shares for 78 cents each (this is referred to below as the Offer Price). This Offer Price will be reduced by the dividend of 4 cents per Ordinary Share payable on 3 November 20171. This means that, after the 24 October 2017 record date for the dividend, the Offer Price will be reduced by 4 cents per Share1. This price reduction is almost certain to occur, as it is very unlikely OGOG will be in a position to declare its Offer unconditional, and take up Shares under the Offer, before 24 October 2017. OGOG already owns 4.3% of NZO’s Ordinary Shares. It is seeking to acquire 67.55% of the Ordinary Shares and Partly Paid Shares it doesn’t already hold or control. If the Offer is successful OGOG could control as much as 70% of the voting rights in New Zealand Oil & Gas Limited (NZO or the Company). In any case, if it is successful it will control more than 50% of the voting rights. Increased Offer Price Since OGOG announced its notice of intention to make an offer at 77 cents per Share on 18 September 2017, it has increased its Offer Price to 78 cents per Share. OGOG’s Offer is Priced Higher than the Zeta Offer Recently you received another offer for your Shares from Zeta Energy Pte Limited (Zeta). The OGOG Offer is priced higher than the Zeta Offer, and seeks more Shares. The Zeta Offer is at 72 cents per Share and only seeks 42% of each class of Shares in NZO that Zeta doesn’t already hold or control. The Zeta offer price also reduces by 4 cents per Share2 when the 24 October 2017 record date for the November dividend passes. 1 For Partly Paid Shares, the Offer Price will be reduced by the lesser amount of dividend per Share paid on Partly Paid Shares accepted into the Offer. Dividends are paid on Partly Paid Shares in proportion to the amount by which they are paid up. 2 For Partly Paid Shares, the offer price of the Zeta Offer will be reduced by the lesser amount of dividend per Share paid on Partly Paid Shares accepted into the Zeta Offer. New Zealand Oil & Gas Takeover Target Company Statement 2017 5 Factors Considered in Recommendation The Independent Directors are unanimously recommending that Shareholders accept the OGOG Offer. In arriving at this recommendation the Independent Directors have considered many factors, including price, strategy, the partial nature of the Offer, key conditions of the Offer and the likelihood of a further competing offer. Further details on these factors are set out below. 1. The Offer Price is within the Independent Adviser’s valuation range The Offer Price of 78 cents per Share (including the announced dividend of 4 cents per Share), is within the valuation range assessed by Northington Partners in its Independent Adviser’s Report. It is in fact at the bottom of that range. Northington assessed the value range for Shares at between 78 and 93 cents per Share (including the dividend). A copy of the Northington Partners report is included with this Target Company Statement. (Please note that the effective Offer Price for Ordinary Shares is 74.5 cents per Share payable by OGOG plus the dividend of 4 cents per Share3, payable by NZO on 3 November 2017.4) If the Offer is not successful, then the market price of NZO Shares may reduce, and there is no guarantee Shares will continue to trade at recent price levels. 2. The Offer is a partial offer and is supportive of NZO’s strategy OGOG is part of the Ofer Global Group, which has global reach, significant resources, wide-ranging relationships and a depth of experience in the oil and gas and other industries. OGOG has stated in its Offer Document that it has three fundamental reasons for investing in NZO: ¬ Now is the right time in the exploration and development cycle to invest in the oil and gas sector. ¬ Given OGOG’s experience in New Zealand, OGOG is confident New Zealand is the right place to invest. OGOG’s affiliate, Omni Offshore Terminals, has previously operated in New Zealand. ¬ NZO has the right leadership team to cultivate the substantial value embedded in the Company. OGOG has stated that it is not making a full takeover offer because it believes it is important for NZO to maintain its public listing on the NZX Main Board. This will allow NZO to access new capital to fund future growth and give existing shareholders (even those who accept the Offer) the opportunity to participate as the business develops. OGOG is offering to purchase 67.55% of each class of Shares in NZO that it doesn’t already own or control. If OGOG receives acceptances for more than 67.55% in each class, it will scale acceptances in accordance with the Takeovers Code. You may accept OGOG’s Offer for any number of your Shares, but you are only certain of being able to sell 67.55% of your shareholding. If you accept for more than 67.55% of your shareholding, there is no guarantee of how many Shares above 67.55% you will sell, and your acceptance may be subject to scaling. (There is a discussion on deciding how many Shares to sell into the Offer on page 8 below.) If the OGOG Offer is successful, OGOG will gain control of NZO, and will be able to control NZO’s board and strategy.