by MEDCO ENERGI GLOBAL PTE LTD - Ophir Energy · responsible to anyone other than Medco and Medco Global for providing the protections afforded to its clients or for providing advice

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Part

II of this document comprises an explanatory statement in compliance with section 897 of the Companies

Act 2006. This document contains a proposal which, if implemented, will result in the cancellation of the

listing of Ophir Shares on the Official List, and of trading of Ophir Shares on the London StockExchange’s Main Market for listed securities.

The release, publication or distribution of this document and/or any accompanying documents (in wholeor in part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of

those jurisdictions, and therefore persons into whose possession this document and/or any accompanying

documents come should inform themselves about, and observe, any such restrictions. Any failure to

comply with any such restrictions may constitute a violation of the securities laws of any such

jurisdiction. To the fullest extent permitted by law, Ophir, Medco and Medco Global disclaim any

responsibility or liability for the violation of such restrictions by such persons.

If you are in any doubt about the Acquisition or the contents of this document or what action you

should take, you are recommended to seek your own personal financial, tax and legal advice immediately

from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly

authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in theUnited Kingdom or, if not, from another appropriately authorised independent financial adviser in the

relevant jurisdiction.

Recommended Cash Acquisition

of

OPHIR ENERGY PLC

by

MEDCO ENERGI GLOBAL PTE LTDto be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

You should carefully read the whole of this document (including any documents incorporated into thisdocument), together with the Forms of Proxy accompanying this document. Your attention is drawn to

the letter from the Chairman of Ophir in Part I of this document, which contains the unanimous

recommendation of the Ophir Directors that you vote in favour of the Scheme at the Court Meeting and

the Special Resolution at the General Meeting. A letter from Morgan Stanley and Lambert Energy

Advisory explaining the Scheme in greater detail and the action to be taken by you is set out in Part II

of this document.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Ophir Shares, please

send this document (but not any accompanying personalised documents) at once to the purchaser or

transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was

effected, for delivery to the purchaser or transferee. However, such documents should not be

forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation ofthe relevant laws in such jurisdiction. If you sell or have sold or otherwise transferred only part of

your holding of Ophir Shares, please retain these documents and consult the bank, stockbroker or

other agent through whom the sale or transfer was effected.

The accompanying Forms of Proxy are personalised. If you have recently purchased or been

transferred Ophir Shares, you should contact Ophir’s Registrar on the appropriate telephone number

set out on page 7 of this document to obtain replacements for these documents. Please refer to page

9 of this document for further details on the documents you should have received.

Notices of the Court Meeting and the General Meeting, which will both be held at the offices of

Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom on 25 March 2019, are set out

at Parts X and XI of this document respectively. The Court Meeting will start at 10.00 a.m. and the

General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have concluded or been

adjourned).

The action to be taken in respect of the Ophir Shareholder Meetings is set out on pages 9 to 11

(inclusive) and in paragraph 19 of Part II of this document. It is very important that Ophir Shareholders

use their votes so that the Court can be satisfied that there is a fair representation of their views.

If the Scheme becomes Effective, it will be binding on all Ophir Shareholders (other than Excluded

Shareholders, if any), irrespective of whether or not they attended or voted at the Court Meeting and theGeneral Meeting (and, if they attended and voted, whether or not they voted in favour).

Ophir Shareholders will find enclosed with this document a BLUE Form of Proxy for use at the

Court Meeting and a YELLOW Form of Proxy for use at the General Meeting. Any Ophir Shares

held by Excluded Shareholders (if any) may be voted at the General Meeting but not at the Court

Meeting.

Whether or not you intend to attend the Ophir Shareholder Meetings in person, please complete and

sign the enclosed Forms of Proxy in accordance with the instructions printed thereon, or appoint a

proxy electronically as set out below. To be valid, Forms of Proxy should be completed, signed andreturned in accordance with the instructions printed on them and returned to Ophir’s Registrar (or

submitted electronically) as soon as possible and, in any event, so as to be received by no later than

10.00 a.m. on 21 March 2019 in respect of the Court Meeting and 10.15 a.m. on 21 March 2019 in

respect of the General Meeting. A pre-paid return address is provided on the back of the Forms of

Proxy for this purpose for use in the UK only.

Ophir Shareholders may complete and submit the Forms of Proxy electronically via Equiniti’s website

at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number set out on

the Forms of Proxy and following the online instructions.

Alternatively, BLUE Forms of Proxy (but NOT YELLOW Forms of Proxy) may be handed to

Ophir’s Registrar or the Chairman of the Court Meeting before the start of the Court Meeting at

10.00 a.m. on 25 March 2019 (or any adjournment thereof). However, in the case of the General

Meeting, unless the YELLOW Form of Proxy is returned by the specified time, it will be invalid.

If you hold Ophir Shares in CREST, you may be able to use the CREST electronic proxy

appointment service in accordance with the procedures set out in the CREST Manual (please also

refer to the accompanying notes to the notice of the General Meeting set out at the end of this

document). Proxies sent electronically must be sent as soon as possible and, in any event, so as to be

received by Ophir’s Registrar by not later than 10.00 a.m. on 21 March 2019 in respect of the Court

Meeting and 10.15 a.m. on 21 March 2019 in respect of the General Meeting.

Completion and return of a Form of Proxy (or electronic appointment of a proxy) will not preclude

you from attending and voting in person at the Court Meeting, the General Meeting or any

adjournment thereof, if you wish and are so entitled.

Morgan Stanley & Co. International plc (‘‘Morgan Stanley’’) which is authorised by the Prudential

Regulation Authority and regulated by the Financial Conduct Authority and the Prudential

Regulation Authority in the UK is acting as financial adviser and corporate broker exclusively for

Ophir and no one else in connection with the Acquisition and the matters set out in this document.

In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers,employees and agents will not regard any other person as their client, nor will they be responsible to

any other person for providing the protections afforded to their clients or for providing advice in

connection with the Acquisition and the contents of this document or any other matter referred to

herein.

Lambert Energy Advisory Limited (‘‘Lambert Energy Advisory’’), which is authorised and regulated in

the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ophir and no-one

else in connection with the Acquisition and the matters set out in this document and will not be

responsible to anyone other than Ophir for providing the protections afforded to clients of Lambert

Energy Advisory nor for providing advice in relation to the Acquisition and the matters set out in

this document.

Investec Bank plc (‘‘Investec’’) which is authorised by the Prudential Regulation Authority and

regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation

Authority is acting exclusively for Ophir and no one else in connection with the Acquisition and the

subject matter of this document and will not be responsible to anyone other than Ophir for providing

the protections afforded to clients of Investec nor for giving advice in relation to the Acquisition andthe subject matter of this document or any other matter or arrangement referred to in this document.

Standard Chartered Bank, which is (i) authorised in the United Kingdom by the Prudential

Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authorityand the Prudential Regulation Authority, is acting for Medco and Medco Global and for no one else

in connection with the matters set out in this document and the Acquisition and will not be

responsible to anyone other than Medco and Medco Global for providing the protections afforded to

clients of Standard Chartered Bank nor for providing advice in relation to the Acquisition or any

matters set out in this document. Neither Standard Chartered Bank nor any of its subsidiaries,

2

branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct

or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client

of Standard Chartered Bank in connection with this document, any statement contained herein or

otherwise.

Peel Hunt LLP (‘‘Peel Hunt’’), which is authorised and regulated in the United Kingdom by the

Financial Conduct Authority, is acting exclusively for Medco and Medco Global and for no one elsein connection with the matters set out in this document and will not regard any other person as its

client in relation to the matters referred to in this document and the Acquisition and will not be

responsible to anyone other than Medco and Medco Global for providing the protections afforded to

its clients or for providing advice in relation to the Acquisition or any other matter or arrangement

referred to in this document.

IMPORTANT NOTICE

The release, publication or distribution of this document (in whole or in part) in, into or from

jurisdictions other than the United Kingdom may be restricted by law and therefore persons into

whose possession this document and/or any accompanying documents come should inform themselves

about, and should observe, such restrictions. Failure to comply with any such restrictions may

constitute a violation of the securities laws of any such jurisdiction. This document does not

constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an

offer to buy any securities, pursuant to this document or otherwise in any jurisdiction in which such

offer or solicitation is unlawful.

The statements contained herein are made as at the date of this document, unless some other time is

specified in relation to them, and service of this document shall not give rise to any implication that

there has been no change in the facts set forth herein since such date.

The contents of this document are not to be construed as legal, business, financial or tax advice. If

you are in any doubt about the Acquisition or the contents of this document or what action youshould take, you are recommended to seek your own personal financial, tax and legal advice

immediately from your stockbroker, bank manager, solicitor, accountant or other independent

financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if

you are resident in the United Kingdom or, if not, from another appropriately authorised

independent financial adviser in the relevant jurisdiction.

This document has been prepared for the purposes of complying with English law and the Takeover

Code, and the information disclosed herein may not be the same as that which would have been

disclosed if this document had been prepared in accordance with the laws of any other jurisdiction.

No person has been authorised to give any information or make any representations other than those

contained in this document and, if given or made, such information or representations must not be

relied upon as having been authorised by Ophir, the Ophir Directors, Medco, Medco Global, the

Medco Directors, the Medco Commissioners and the Medco Global Directors or by Morgan Stanley,

Lambert Energy Advisory, Investec, Standard Chartered Bank, Peel Hunt or any other personinvolved in the Acquisition. Neither the delivery of this document nor holding the Ophir Shareholder

Meetings, the Scheme Court Hearing, nor filing the Scheme Court Order shall, under any

circumstances, create any implication that there has been no change in the affairs of the Ophir Group

or the Medco Group since the date of this document or that the information in this document is

correct as at any time subsequent to its date.

CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the financial condition,

results of operations and businesses of the Medco Group, the Ophir Group and the Enlarged Group

and certain plans and objectives of Medco and Medco Global with respect to the Enlarged Group.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking

statements. Forward-looking statements are statements of future expectations that are based on

management’s current expectations and assumptions and involve known and unknown risks and

uncertainties that could cause actual results, performance or events to differ materially from those

3

expressed or implied in these statements. Forward-looking statements include, among other things,

statements concerning the potential exposure of the Medco Group, the Ophir Group and the

Enlarged Group to market risks, statements as to accretion and statements expressing management’s

expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potentialcost savings, synergies, earnings and prospects. These forward-looking statements are identified by

their use of forward-looking terms and phrases, including ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’,

‘‘expect’’, ‘‘goals’’, ‘‘intend’’, ‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’, ‘‘risks’’,

‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ or their negatives or other variations or comparable terms and

phrases.

There are several factors which could cause the actual results of the Medco Group, the Ophir Group

and the Enlarged Group to differ materially from those expressed or implied in forward-lookingstatements. Among the factors that could cause actual results to differ materially from those described

in the forward-looking statements are future market conditions, currency fluctuations, the behaviour

of other market participants, the actions of governmental regulators and other risk factors such as the

Enlarged Group’s ability to continue to obtain financing to meet its liquidity needs, changes in the

political, social and regulatory framework in which the Enlarged Group operates or in economic or

technological trends or conditions, including inflation and consumer confidence, on a global, regional

or national basis.

All forward-looking statements contained in this document are expressly qualified in their entirety by

the cautionary statements contained or referred to in this document. Readers should not place undue

reliance on forward-looking statements. Readers should specifically consider the factors identified in

this document that could cause actual results to differ before taking any action in respect of the

Acquisition. These cautionary statements qualify all of the forward-looking statements made in this

document.

Each forward-looking statement speaks only as of the date it was made. None of Medco Global, theMedco Group, Ophir or the Ophir Group undertakes any obligation to publicly update or revise any

forward-looking statement as a result of new information, future events or otherwise, except to the

extent legally required, and, in particular, Ophir will comply with its obligation to publish further

updated information as required by law or by a regulatory authority and, in particular, its obligations

under the Listing Rules and the Disclosure Guidance and Transparency Rules (as appropriate). In

light of these risks, results could differ materially from those stated, implied or inferred from the

forward-looking statements contained in this document.

INFORMATION FOR OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document (in whole or in part) in, into or from certain

jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who

are subject to the laws of other jurisdictions should inform themselves of, and should observe, anyapplicable requirements. Any failure to comply with these requirements may constitute a violation of

the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the

companies and persons involved in the Acquisition disclaim any responsibility or liability for the

violation of such requirements by any person.

Unless otherwise determined by Medco Global or required by the Takeover Code, and permitted by

applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in,

into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no personmay vote in favour of the Acquisition by any such use, means, instrumentality or form within any

jurisdiction if to do so would constitute a violation of the laws of that Restricted Jurisdiction.

Accordingly, copies of this document and all documents relating to the Acquisition are not being, and

must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from

a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons

receiving this document and all documents relating to the Acquisition (including custodians, nominees

and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted

Jurisdiction where to do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by

applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into,

or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email

or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any

4

facility of a national, state or other securities exchange of any Restricted Jurisdiction and the

Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

Each Ophir Shareholder should read Part V of this document, which provides a summary of certain

UK and US tax consequences of the Scheme relevant to Ophir Shareholders who are resident (or, in

the case of individuals, domiciled and resident) in the UK or the US for tax purposes. This summary

is intended as a general guide only and if you are in any doubt about your tax position, or are

subject to taxation in any jurisdiction other than the UK or the US, you are strongly advised toconsult an appropriate independent professional adviser.

Notice to United States Ophir Shareholders

The Acquisition relates to the shares of an English company that is not registered under theExchange Act and is being made by means of a scheme of arrangement under English company law.

The scheme of arrangement for the Acquisition is not subject to the tender offer rules or the proxy

solicitation rules under the Exchange Act. Neither the US Securities and Exchange Commission nor

any US state securities commission has recommended, or approved or disapproved of, the

Acquisition, or determined if this document is accurate or complete. Any representation to the

contrary is a criminal offence.

The Acquisition is subject to the disclosure and procedural requirements and practices applicable in

the United Kingdom to schemes of arrangement, which differ from those applicable in the United

States to tender offers or proxy solicitations under the Exchange Act.

If, however, Medco Global were to elect to implement the Acquisition by means of a Takeover Offer,

such Takeover Offer would be made in accordance with the tender offer rules of Regulation 14E

under the Exchange Act and any other applicable laws and regulations in the United States, including

the Tier II or any other applicable exemptions from certain requirements of Regulation 14E under the

Exchange Act. Such a takeover would be made in the United States by Medco Global and no oneelse.

In accordance with normal United Kingdom practice, Medco Global or its nominees, or its brokers

(acting as agents), may from time to time make certain purchases of, or arrangements to purchase,

shares or other securities of Ophir outside of the US, other than pursuant to the Acquisition, untilthe date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.

These purchases may occur either in the open market at prevailing prices or in private transactions at

negotiated prices. Any information about such purchases or arrangements to purchase shall be

disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be

available on the London Stock Exchange website at www.londonstockexchange.com.

Financial information included (or incorporated by reference) in this document in relation to Ophir

has been or will have been prepared in accordance with accounting standards applicable in the United

Kingdom that may not be comparable to financial information of US companies or companies whose

financial statements are prepared in accordance with generally accepted accounting principles in the

United States.

No registration statement will be filed with the U.S. Securities and Exchange Commission or any

state securities regulators in the US in connection with the Acquisition.

It may be difficult or impossible for US holders of Ophir Shares to enforce their rights and claims, if

any, arising out of the US federal securities laws, since Medco Global and Ophir are located in

countries outside of the United States. US holders of Ophir Shares may not be able to sue a non-US

company or its officers or directors in a non-US court for violations of the US securities laws.

Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a

US court’s judgement.

NO PROFIT FORECASTS OR ESTIMATES

No statement in this document is intended as a profit forecast or estimate for any period and no

statement in this document should be interpreted to mean that earnings or earnings per ordinary

share for Ophir, Medco, Medco Global, or the Enlarged Group (as applicable) for the current or

future financial years would necessarily match or exceed the historical published earnings or earnings

per ordinary share for Ophir or Medco.

5

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of

any class of relevant securities of an offeree company or of any securities exchange offeror (being any

offeror other than an offeror in respect of which it has been announced that its offer is, or is likely

to be, solely in cash) must make an Opening Position Disclosure following the commencement of theoffer period and, if later, following the announcement in which any securities exchange offeror is first

identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in,

and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any

securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)applies must be made by no later than 3.30 p.m. on the 10th business day following the

commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th

business day following the announcement in which any securities exchange offeror is first identified.

Relevant persons who deal in the relevant securities of the offeree company or of a securities

exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make

a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent.

or more of any class of relevant securities of the offeree company or of any securities exchange

offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree

company or of any securities exchange offeror. A Dealing Disclosure must contain details of the

dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any

relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save

to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by

a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business dayfollowing the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or

informal, to acquire or control an interest in relevant securities of an offeree company or a securities

exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and

Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons

acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position

Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on thePanel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities

in issue, when the offer period commenced and when any offeror was first identified. You should

contact the Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to

whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

ELECTRONIC COMMUNICATIONS

Please be aware that addresses, electronic addresses and certain information provided by Ophir

Shareholders, persons with information rights and other relevant persons for the receipt of

communications from Ophir may be provided to Medco and/or Medco Global during the Offer

Period as requested under section 4 of Appendix 4 to the Takeover Code.

PUBLICATION AND AVAILABILITY OF THIS DOCUMENT

A copy of this document and all information incorporated into this document by reference to another

source will be made available, subject to certain restrictions relating to persons resident in, or subject

to the laws and/or regulations of, any Restricted Jurisdiction or resident in any Restricted Jurisdiction

where the extension or availability of the Acquisition would breach any applicable law, on Ophir’sand Medco’s websites at www.ophir-energy.com/information-re-recommended-firm-cash-offer and

www.medcoenergi.com, respectively, by no later than noon on the first Business Day after the date of

this document. For the avoidance of doubt, neither the contents of those websites nor the contents of

any website accessible from hyperlinks on those websites (or any other websites referred to in this

document) are incorporated into, or form part of, this document.

6

You may request a hard copy of this document (and any information incorporated by reference in

this document), free of charge, by contacting the Ophir’s Registrar, Equiniti Limited, on 0333 207 6376

or +44 121 415 0949 (if calling from outside the United Kingdom). Lines are open from 8.30 a.m. to

5.30 p.m. (UK time), Monday to Friday (except public holidays in England and Wales). Calls to thehelpline from within the UK will be charged at the standard geographic rate and calls from outside

the UK will be charged at the applicable international rate. Different charges may apply to calls from

mobile telephones. Please note that calls may be recorded and randomly monitored for security and

training purposes. Please note that Equiniti Limited cannot provide advice on the merits of the

possible offer nor give financial, tax, investment or legal advice. If you have received this document in

electronic form, copies of this document and any document or information incorporated by reference

into this document will not be provided unless such a request is made. Ophir Shareholders may also

request that all future documents, announcements and information to be sent to them in relation tothe Acquisition should be in hard copy form.

Ophir Shareholders may also, subject to applicable securities laws, request that all future documents,announcements and information sent to them in relation to the Acquisition be in hard copy form.

Unless you have previously elected to receive hard copies of any such documents (including this

document), announcements or information, hard copies of future documents, announcements and

information in relation to the Acquisition will not be sent unless specifically requested.

ROUNDING

Certain figures included in this document have been subjected to rounding adjustments. Accordingly,figures shown for the same category presented in different tables may vary slightly and figures shown

as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

TIMES

All times referred to in this document are, unless otherwise stated, references to the time in London,

United Kingdom.

DEFINITIONS

Certain words and terms used in this document are defined in Part VIII of this document.

SHAREHOLDER HELPLINE

If you have any questions relating to this document or the completion and return of the Forms of

Proxy, please call the Shareholder Helpline on 0333 207 6376 for Ophir Shareholders calling fromwithin the UK (or +44 121 415 0949 for Ophir Shareholders calling from outside the UK). Calls

from within the UK are charged at the standard geographic rates. Different charges may apply to

calls from mobile telephones. Calls from outside the UK will be charged at the applicable

international rate. Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (except

public holidays in England and Wales). Calls may be recorded and randomly monitored for security

and training purposes.

Please note that Shareholder Helplines cannot provide legal, tax or financial advice or any advice on

the merits of the Scheme or the Acquisition.

Date: 1 March 2019

7

TABLE OF CONTENTS

Page

ACTION TO BE TAKEN ...................................................................................................... 9

EXPECTED TIMETABLE OF PRINCIPAL EVENTS ....................................................... 12

PART I LETTER FROM THE CHAIRMAN OF OPHIR ENERGY PLC ....................... 14

PART II EXPLANATORY STATEMENT........................................................................... 21

PART III CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THE

ACQUISITION ....................................................................................................................... 38

PART IV FINANCIAL AND RATINGS INFORMATION............................................... 47

PART V TAXATION............................................................................................................. 49

PART VI ADDITIONAL INFORMATION......................................................................... 52

PART VII THE SCHEME OF ARRANGEMENT .............................................................. 74

PART VIII DEFINITIONS.................................................................................................... 79

PART IX GLOSSARY OF TECHNICAL TERMS.............................................................. 86

PART X NOTICE OF COURT MEETING ......................................................................... 88

PART XI NOTICE OF GENERAL MEETING .................................................................. 90

8

ACTION TO BE TAKEN

Voting at the Ophir Shareholder Meetings

The Scheme will require approval at the meeting of Ophir Shareholders (other than Excluded

Shareholders, if any) convened by order of the Court to be held at the offices of Linklaters LLP,One Silk Street, London EC2Y 8HQ, United Kingdom. The Court Meeting will start at 10.00 a.m.

on 25 March 2019.

Implementation of the Scheme also requires approval of the Special Resolution by OphirShareholders at the General Meeting to be held at the same venue at 10.15 a.m. on 25 March 2019

(or as soon thereafter as the Court Meeting has concluded or been adjourned). Any Ophir Shares


Meeting.

Notices of the Ophir Shareholder Meetings are set out at Parts X and XI of this document.

Please check that you have received the following with this document:

* a BLUE Form of Proxy for use in respect of the Court Meeting on 25 March 2019; and

* a YELLOW Form of Proxy for use in respect of the General Meeting on 25 March 2019.

If you have not received the correct documents, please contact the Shareholder Helpline on the

numbers indicated above.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that

the Court may be satisfied that there is a fair representation of Ophir Shareholder opinion. You

are therefore strongly encouraged to complete, sign and return both of your Forms of Proxy in

accordance with the instructions thereon, or to appoint a proxy electronically or through the

CREST system, as soon as possible.

The completion and return of a Form of Proxy, or the appointment of a proxy electronically in

accordance with one of the methods set out below, will not prevent you from attending and voting

in person at the Court Meeting, the General Meeting or any adjournment thereof, if you so wish

and are so entitled.

Ophir Shareholders holding certificated shares

(i) Sending Forms of Proxy by post, by hand or by courier

Please complete, sign and return both of your Forms of Proxy in accordance with the instructions

printed on them as soon as possible and in any event so as to be received by Ophir’s Registrar at:

Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, United Kingdom

by no later than the following times and dates:

* BLUE Forms of Proxy for the Court Meeting, by 10.00 a.m. on 21 March 2019;

* YELLOW Forms of Proxy for the General Meeting, by 10.15 a.m. on 21 March 2019; and

* in the case of an adjournment of either of the Ophir Shareholder Meetings, not later than 48

hours (excluding any part of a day that is a non-working day) before the time and date set for

the adjourned Ophir Shareholder Meeting.

This will enable your votes to be counted at the Ophir Shareholder Meetings in the event of your

absence.




Meeting, unless the YELLOW Form of Proxy is returned by the specified time, it will be invalid.

(ii) Online proxy appointment

Ophir Shareholders who prefer to do so may submit their Forms of Proxy and register their proxy

appointment electronically by logging onto the website of Ophir’s Registrar, at www.sharevote.co.uk

and using the Voting ID, Task ID and Shareholder Reference Number set out in the Forms of Proxy

and following the online instructions.

9

For an electronic proxy appointment to be valid, the appointment must be received by Ophir’s

Registrar no later than:

* for the Court Meeting, by 10.00 a.m. on 21 March 2019;

* for the General Meeting, by 10.15 a.m. on 21 March 2019; and

* in the case of an adjournment of either of the Ophir Shareholder Meetings, not later than 48hours (excluding any part of a day that is a non-working day) before the time and date set for


Please note that separate appointments of a proxy or proxies need to be made for the Court Meeting

and the General Meeting.

Ophir Shareholders holding uncertificated shares through CREST

(i) CREST electronic proxy appointment service

Ophir Shareholders who hold Ophir Shares through CREST and who wish to appoint a proxy or

proxies for the Ophir Shareholder Meetings or any adjournment(s) thereof by using the CREST

electronic proxy appointment service may do so by following the procedures described in the CREST

Manual (available at https://my.euroclear.com). CREST personal members or other CREST sponsored

members, and those CREST members who have appointed a voting service provider(s), should refer

to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action

on their behalf.

In order for a proxy appointment or instruction made by means of CREST 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

instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the

appointment of a proxy or an amendment to the instructions given to a previously appointed proxy,

must, to be valid, be transmitted so as to be received by Ophir’s agent (ID is RA19) no later than:






For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp

applied to the message by the CREST Applications Host) from which Equiniti, Ophir’s Registrar, are

able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After thistime, any change of instructions to proxies appointed through CREST should be communicated to

the proxy through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) 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, ifthe CREST member is a CREST personal member or sponsored member or has appointed a voting

service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such

action as shall be necessary to ensure that a message is transmitted by means of the CREST system

by any particular time. CREST members and, where applicable, their CREST sponsor or voting

service provider(s) are referred, in particular, to those sections of the CREST Manual concerning

practical limitations of the CREST system and timings.

Ophir may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation

35(5)(a) of the Uncertificated Securities Regulations 2001.

(ii) Sending Forms of Proxy by post, by hand or by courier, or online proxy appointment

Ophir Shareholders who hold Ophir Shares through CREST may, as an alternative to using the

CREST electronic proxy appointment service, appoint a proxy by completing and returning a BLUE

Form of Proxy and a YELLOW Form of Proxy, or electronically through the website of Equiniti,

Ophir’s Registrar, at www.sharevote.co.uk, in each case in accordance with the instructions set out

above for holders of certificated shares.

10

Other indirect Ophir Shareholders

If you hold Ophir Shares indirectly you must rely on the procedures of the bank, broker, financial

institution or share plan administrator through which you hold Ophir Shares. You should contactsuch intermediary for instructions on how you can instruct that intermediary to vote on your behalf

at the Ophir Shareholder Meetings and the date by which you must provide such instructions to the

intermediary.

Multiple proxy voting instructions

As a registered Ophir Shareholder, you are entitled to appoint a proxy in respect of some or all of

your Ophir Shares. You are also entitled to appoint more than one proxy. A proxy need not be anOphir Shareholder. A space has been included on the Forms of Proxy to allow you to specify the

number of Ophir Shares in respect of which that proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, please photocopy theForms of Proxy, or contact Equiniti, Ophir’s Registrar, via the Shareholder Helpline on the numbers

indicated above.

United States and Overseas Shareholders

Please refer to paragraph 18 of Part II of this document if: (i) you have a registered address in or are

resident in, ordinarily resident in, or a citizen of, a jurisdiction outside the United Kingdom; or (ii)

you have a registered address in or are resident in, ordinarily resident in, or a citizen of, the UnitedStates.

Ophir Share Schemes

Details of the arrangements proposed to be implemented in relation to the Ophir Share Schemes in

connection with the Acquisition are set out in paragraph 11 of Part II of this document.

11

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

1 Overview

Event Time and/or date(1)

Announcement of the Acquisition 30 January 2019

Publication of this document 1 March 2019

Latest time for lodging BLUE Forms of Proxy for the

Court Meeting

10.00 a.m. on 21 March 2019(2)

Latest time for lodging YELLOW Forms of Proxy for

the General Meeting

10.15 a.m. on 21 March 2019(3)

Voting Record Time 6.30 p.m. on 21 March 2019(4)

Court Meeting 10.00 a.m. on 25 March 2019

General Meeting 10.15 a.m. on 25 March 2019(5)

Effective Date of the Scheme anticipated to be H1 2019

Long Stop Date 20 June 2019(6)

2 Principal events

The following dates and times associated with the Scheme are subject to change and will dependon, among other things, the date on which the Specific Regulatory Conditions to the Scheme aresatisfied or waived, and on the date on which the Court sanctions the Scheme. Ophir will giveadequate notice of all of these dates and times, when known, by issuing an announcement througha Regulatory Information Service. Further updates and changes to these times will, at Ophir’sdiscretion, be notified in the same way. See also note (1) below.

Scheme Court Hearing to sanction the Scheme D (a date which is expected to be not later

than 14 days after the satisfaction or

waiver of the Specific Regulatory

Conditions)(7)

Last day of dealings in, and for registration of transfers

of, and disablement in CREST of, Ophir Shares

D

Scheme Record Time 6.00 p.m. on D

Suspension of trading in Ophir Shares on the London

Stock Exchange

6.00 p.m. on D

Scheme Effective Time after 6.30 p.m. on D(8)

Cancellation of the listing of the Ophir Shares on the

Official List

by 8.00 a.m. on D+1

Despatch of cheques and crediting of CREST accounts

with cash due

within 14 days of the Effective Date

Notes:

(1) The dates and times given are indicative only and are based on current expectations and may be subject to change(including as a result of changes to the regulatory timetable). References to times are London time, unless otherwise stated.If any of the times and/or dates above change, the revised times and/or dates will be announced via a RegulatoryInformation Service.

(2) The BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to Ophir’s Registrar or the Chairman ofthe Court Meeting before the start of the Court Meeting (or any adjournment thereof). However, if possible, OphirShareholders are requested to lodge the BLUE Forms of Proxy with Ophir’s Registrar at least 48 hours (excluding any partof a day that is a non-working day) before the time appointed for the Court Meeting (or any adjournment thereof).

(3) The YELLOW Form of Proxy for the General Meeting must be lodged with Ophir’s Registrar by no later than 10.15 a.m.on 21 March 2019 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours (excluding anypart of a day that is a non-working day) before the time fixed for the holding of the adjourned meeting. If the YELLOWForm of Proxy is not returned by such time, it will be invalid.

12

(4) If either of the Ophir Shareholder Meetings is adjourned, the Voting Record Time for the adjourned Ophir ShareholderMeeting will be 6.30 p.m. on the date which is two business days before the date of the adjourned Ophir ShareholderMeeting.

(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(6) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to suchlater date as Medco Global and Ophir may, with the consent of the Panel, agree and, if required, the Court may allow.

(7) If the Specific Regulatory Conditions have all been satisfied or waived prior to the date of the Court Meeting and theGeneral Meeting, then this date is expected to be a date not later than 14 days after the date of the Court Meeting and theGeneral Meeting.

(8) The ‘‘Scheme Effective Time’’ of the Scheme is the date on which the Scheme becomes effective pursuant to its terms andwill be on delivery of the Court order sanctioning the Scheme to the Registrar of Companies in the UK. The Court ordersanctioning the Scheme is expected to be delivered to the Registrar of Companies following the suspension of trading inOphir Shares on the London Stock Exchange and the Scheme Record Time on D, on which date the Scheme will becomeEffective. The events which are stated as occurring on subsequent dates, including the crediting of CREST accounts, areconditional on the Scheme Effective Time and operate by reference to this time.

13

PART I

LETTER FROM THE CHAIRMAN OF OPHIR ENERGY PLC

(Registered in England and Wales with registered number 05047425)

Ophir Directors: Registered office:

William (Bill) Schrader, Non-Executive Chairman

Alan Booth, Executive Director & Interim Chief Executive Officer

Anthony (Tony) Rouse, Executive Director & Chief Financial Officer

Dr Carol Bell, Senior Independent Director

Dr Adel Chaouch, Independent Non-Executive Director

David Davies, Independent Non-Executive Director

Vivien Gibney, Independent Non-Executive Director

Dr Carl Trowell, Independent Non-Executive Director

Ophir Energy plcLevel 4, 123 Victoria Street

London SW1E 6DE

United Kingdom

1 March 2019

To all Ophir Shareholders and, for information only, to participants in the Ophir Share Schemes and

persons with information rights

Dear Ophir Shareholder

RECOMMENDED CASH OFFER BY MEDCO ENERGI GLOBAL PTE LTD FOR OPHIR

ENERGY PLC TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT

1 Introduction

On 30 January 2019, the Ophir Board, the Medco Global Board and the Medco Board announced

that they had reached agreement on the terms of a recommended cash offer by Medco Global (a

wholly-owned subsidiary of Medco) to acquire the entire issued and to be issued ordinary sharecapital of Ophir. Further information regarding Medco Global can be found in the Explanatory

Statement in Part II of this document.

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme ofarrangement of Ophir under Part 26 of the Companies Act 2006. The Scheme requires, among other

things, the approval of the Ophir Shareholders (other than Excluded Shareholders, if any) at the

Court Meeting and the sanction of the Court. The Scheme and the Acquisition are subject to a

number of other Conditions and certain further terms which are set out in Part III of this document.

The provisions of the Scheme are set out in Part VII of this document.

I am writing to you to set out a summary of the terms of the Acquisition and to explain why the

Ophir Board considers the Acquisition and the Scheme to be in the best interests of Ophir and the

Ophir Shareholders as a whole and why it unanimously recommends that you vote in favour of the

Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting, both

of which will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United

Kingdom on 25 March 2019. The Court Meeting will start at 10.00 a.m. and the General Meetingwill start at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been

adjourned).

This letter also explains the actions you are now asked to take. Further details of the Scheme are setout in the Explanatory Statement in Part II of this document.

2 Summary of the terms of the Acquisition

Under the terms of the Acquisition, which is described in more detail in the Explanatory Statement in

Part II of this document and which is subject to the Conditions and certain further terms set out in

Part III of this document, Ophir Shareholders (other than Excluded Shareholders, if any) whose

names appear on the Ophir Register of Members at the Scheme Record Time will be entitled to

receive:

for each Ophir Share 55 pence in cash

The Acquisition represents a premium of approximately:

* 65.7 per cent. to the closing price of 33.20 pence per Ophir Share on 28 December 2018 (being

the last Business Day before the announcement of Medco’s possible offer for Ophir);

14

* 61.2 per cent. to the volume weighted average share price for the one-month period ended

28 December 2018 (being the last Business Day before the announcement of Medco’s possible

offer for Ophir) of 34.13 pence per Ophir Share; and

* 43.3 per cent. to the volume weighted average share price for the three-month period ended


offer for Ophir) of 38.38 pence per Ophir Share.

The Acquisition values the entire issued and to be issued share capital of Ophir at approximately

£390.6 million.

The Acquisition is subject to the Conditions and certain further terms set out in Part III of this

document, including the receipt of clearances from the relevant authorities in Tanzania, Ophir not

losing all or substantially all of its Bualuang interests in Thailand and no adverse regulatory action

being taken in respect of such interests.

The Ophir Shares will be acquired by Medco Global fully paid and free from all liens, charges,

equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests

whatsoever and together with all rights existing as at the Scheme Effective Time or attaching to the

Ophir Shares at any time thereafter.

If any dividend, distribution or other return of value in respect of the Ophir Shares is declared, paid

or made, Medco Global reserves the right to reduce the consideration payable for each Scheme Share

under the terms of the Acquisition by the amount per Ophir Share of such dividend, distribution orother return of value. In such circumstances, Ophir Shareholders would be entitled to retain any such

dividend, distribution or other return of value, which has been declared, made or paid.

3 Background to and reasons for the Acquisition

Medco is a leading Southeast Asian energy and natural resources company led by an experienced

management team with deep Asian and international oil and gas experience.

Ophir has a portfolio of international assets and Medco believes that a combination between the two

companies will create a strong Southeast Asian presence. The combined business will have greater

scale in reserves and Production, a wider geographic footprint for future opportunities and, inMedco’s view, will hold a more balanced regional portfolio of producing and development assets,

with resulting benefits for employees, partners and host countries.

Portfolio of oil and gas assets offering diversification in Southeast Asia

* Medco’s Indonesian oil and gas portfolio is a strong fit with Ophir’s Southeast Asia assets.

* Combined asset base generates meaningful and diversified production cash flows which support

development projects and enhance credit quality.

Creates leading independent player in Southeast Asia with significant scale

* The Acquisition will create a leading regional oil and gas company in Southeast Asia.

* The Acquisition will increase the Medco Group’s reserves and resources and 2019 Production:

– Production increase (for 2019 on a pro forma basis) of approximately 29 per cent. to 110

Mboe/d for the Enlarged Group, with Ophir’s 2019 Production guidance of 25 Mboe/d

added to the Medco Group’s 2019 Production guidance of 85 Mboe/d; and

– Reserves and resources increase of 117 per cent. to 1,252 MMboe for the Enlarged Group

with Ophir’s combined 2017 2P Reserves and 2C Resources of 674 MMboe (including, on

a pro forma basis, assets acquired from Santos during 2018 but excluding Block R inEquatorial Guinea) added to Medco’s combined 2017 2P Reserves and 2C Resources of

578 MMboe.

* Enlarged portfolio with exploration upside, development and producing assets will create long-

term value for stakeholders.

Acquisition to bring efficiencies and new opportunities

* Significant potential to improve operational efficiencies given Medco’s Indonesian onshore and

offshore operations and experience in managing mature assets.

The Medco Group has a proven track record of generating strong operating cash flows and raising

capital and believes that the Acquisition provides an opportunity to deliver value to stakeholders.

15

The Medco Group is a natural owner for Ophir’s assets and considers that it has the ability to

nurture and invest for the longer term delivering benefits for employees, partners and host countries.

The Medco Group management’s knowledge of Ophir’s producing assets and organisation will allow

the assets to be efficiently integrated into the Medco Group’s portfolio.

4 Background to and reasons for recommending the Acquisition

Ophir is an independent upstream oil and gas exploration and production company, with a diversified

portfolio of quality producing, development and exploration assets with growth prospects in

Indonesia, Thailand, Vietnam, Malaysia, Mexico and Tanzania. Ophir was founded in 2004 and hasbeen listed on the London Stock Exchange since 2011.

Ophir’s strategy has been to create value by extracting maximum returns from its producing assets

and existing discoveries and investing selectively in exploration. Ophir has sought to monetise success

in the most efficient way for each investment, with the intention to reinvest excess cash flows in

growth or return capital to Ophir Shareholders.

Ophir’s initial focus was on African exploration and the company has had material exploration

success in both East and West Africa. Subsequently, Ophir has built a significant production and

development business with 2P reserves of 70.4 MMboe (as at 31 December 2017 including the assets

acquired from Santos in September 2018 with an effective date of 1 January 2018) and with averagedaily Production for the year ended 31 December 2018 of 29.7 Mboe/d (on a pro forma basis to

include the producing assets acquired from Santos).

East Africa

In East Africa, Ophir made the initial, basin opening discoveries in what may become a Tanzania

LNG project. It farmed out a 60 per cent. interest in Blocks 1, 3 and 4 to BG (now Shell) and in

2014 completed the sale of a 20 per cent. interest in Blocks 1, 3 and 4 to Pavilion Energy forapproximately US$1.3 billion. The field partners subsequently decided to exit Block 3. Ophir retains a

20 per cent. interest in the Block 1 and 4 licences.

West Africa

In West Africa, Ophir held an 80 per cent. interest in Block R, offshore Equatorial Guinea, from

2006 until 31 December 2018, where it discovered a number of gas fields that comprised the Fortuna

project. To develop this project, Ophir decided to pursue a FLNG development solution for Fortunaand in 2015 reached an agreement with Golar for the provision of an FLNG vessel on a tolling

basis. In 2016, the project was reconfigured and Ophir entered into an agreement with OneLNG, a

joint venture between Golar LNG and Schlumberger, which would see Ophir hold interests in both

the upstream and midstream parts of the value chain.

However, in May 2018, OneLNG was dissolved and, despite Ophir’s continued efforts and discussions

with a number of potential strategic and financial partners and debt providers throughout the rest of

2018, Ophir has been unable to secure new potential partners and financing parties regarding the

Fortuna project. On 5 January 2019, Ophir announced that: (i) it had received notification from TheEquatorial Guinea Ministry of Mines and Hydrocarbons that the Block R PSC, which relates to the

Fortuna gas discovery, would not be extended following its expiry on 31 December 2018; and (ii) as

a consequence, there would be an additional non-cash impairment to the asset, expected to be around

US$300 million, in Ophir’s financial results for the year ended 2018 following the impairment taken

in its half year results reported in September 2018.

Southeast Asia

In Southeast Asia, Ophir has built a robust, cash generative platform focused on growing its

production base in order to self-fund its selective exploration, appraisal and development activities. In

2015, Ophir acquired Salamander Energy. Since then Ophir has built an efficient cash generative

production base in Southeast Asia to complement its exploration assets and discoveries in the region.

In September 2018, Ophir expanded its portfolio of assets in Southeast Asia through the acquisition

of certain high-quality production and development assets from Santos which have further enhanced

Ophir’s cash flow characteristics.

2018 Strategic Update

In September 2018, Ophir announced a strategic update (the ‘‘Strategic Update’’), whereby the focus

has been on a strong, cash generative production and development base which would serve as a

platform for further growth and shareholder returns.

16

The addition of the Santos package of assets was the first step in this direction in order to deliver

material free cash flow to drive net asset growth and returns to shareholders. At the same time,

Ophir also announced further action to rightsize the cost structure of the business, by way of

downsizing Ophir’s London office, and within 12 months establishing a fit for purpose Asian basedHQ, which would serve as the hub for Ophir’s ongoing business, generating material cost savings. In

addition, on 15 January 2019, Ophir announced as part of its operations and trading update that

Ophir is in negotiations to rationalise parts of its frontier exploration portfolio with the potential to

generate cash and reduce Ophir’s future exploration capital commitments and further improve its

liquidity position. As part of this rationalisation process, subject to governmental approvals, Ophir

has agreed to farm out its 40 per cent. participating interest in Block EG-24 to Kosmos for an initial

consideration of US$10.2 million and is currently in the process of withdrawing from exploration

blocks A5 and AD-3 in Myanmar.

Ophir will publish its preliminary financial results for the twelve-month period ending 31 December

2018 on or around 12 March 2019.

Reasons for recommendation

While the Ophir Directors consider that following the completion of the acquisition of certain assets

from Santos and the Strategic Update, Ophir’s strategy and the portfolio of highly attractive assets

position Ophir well for the future as an independent business, the Ophir Directors believe that, the

Acquisition provides Ophir Shareholders with an upfront value in cash for the strategy that the Ophir

Directors have set out, including with respect to reducing costs and changing its organisational

structure. Furthermore, the offer price represents a premium of 65.7 per cent. to the closing price of

33.20 pence per Ophir Share on 28 December 2018 (being the last Business Day before the

announcement of Medco’s possible offer for Ophir).

5 Medco Global’s intentions and strategic plans for Ophir’s business, employees, pension schemes and the

Enlarged Group

Your attention is drawn to the statement of Medco’s intentions and strategic plans for Ophir’s

business, employees, pension schemes and the Enlarged Group on and from Completion as set out in

paragraph 6 of Part II of this document.

In considering the recommendation of the Acquisition to Ophir Shareholders, the Ophir Directors

have given due consideration to the assurances given by Medco to employees within the Ophir

Group.

The Ophir Directors welcome the confirmation of Medco’s intentions set out in paragraph 6 of PartII of this document with respect to the future operations of the business and its employees, in

particular, the intentions to fully observe the existing employment rights of Ophir Group employees

in accordance with applicable law, including in relation to pensions (including existing agreed

contributions into the Ophir pension plans), and the post-closing protections that have been agreed

under the Co-operation Agreement to be provided by Medco Global for the 12 months following

Completion.

6 Irrevocable Undertakings from Ophir Directors

Each of the Ophir Directors who hold beneficial interests in Ophir Shares have irrevocably

undertaken to vote (or to procure, or to use reasonable endeavours to procure, the vote) in favour of

the Scheme at the Court Meeting and the Special Resolution at the General Meeting (or in the event

that the Acquisition is implemented by way of a Takeover Offer, to accept the Takeover Offer) in

respect of all of the Ophir Shares of which they are the respective beneficial holders, totalling 984,271Ophir Shares, representing in aggregate approximately 0.14 per cent. of Ophir’s issued share capital as

at the close of business on the Latest Practicable Date.

These Irrevocable Undertakings remain binding if a higher competing offer for Ophir is made, but

will cease to be binding: (i) if the Acquisition is not completed on or prior to the Long Stop Date; or

(ii) if the Scheme or, if applicable, the Takeover Offer lapses or is withdrawn in accordance with its

terms and no new, revised or replacement Scheme or Takeover Offer is or has been announced byMedco in accordance with Rule 2.7 of the Takeover Code at the same time.

Further details of the Irrevocable Undertakings in relation to the Acquisition are set out in paragraph

6 of Part VI of this document.

17

7 Ophir Share Schemes

Further details of the arrangements proposed to be implemented in relation to the Ophir Share

Schemes in connection with the Acquisition are set out in paragraph 11 of Part II of this document.

8 Taxation

You should read Part V of this document, which provides a summary of certain UK and US tax

consequences of the Scheme relevant to Ophir Shareholders who are resident (or, in the case of

individuals, domiciled and resident) in the UK or US for tax purposes. This summary is intended asa general guide only and if you are in any doubt about your tax position, or are subject to taxation

in any jurisdiction other than the UK or US you are strongly advised to consult an appropriate

independent professional adviser.

9 Description of the Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement

between Ophir and Ophir Shareholders under Part 26 of the Companies Act 2006 although Medco

Global reserves the right to implement the Acquisition by means of a Takeover Offer (subject to the

Panel’s consent and the terms of the Co-operation Agreement). The provisions of the Scheme are set

out in full in Part VII of this document.

The purpose of the Scheme is to provide for Medco Global to become the owner of the entire issued

and to be issued share capital of Ophir (other than any Ophir Shares held in treasury). This is to be

achieved by the transfer of the Ophir Shares (other than Excluded Shares, if any) to Medco Global,in consideration for which Ophir Shareholders (other than Excluded Shareholders, if any) whose


receive cash consideration on the basis set out in paragraph 1 of this Part I.

The Acquisition is subject to the satisfaction (or, where applicable, waiver) of the Conditions and

certain further terms set out in Part III of this document.

The Scheme shall only become Effective if, among other things, the following events occur on or

before 20 June 2019 or such later date as may be agreed by Medco Global and Ophir (with the

Panel’s consent and as the Court may approve (if such approval(s) are required)):

* the satisfaction (or, where applicable, waiver) of the Conditions set out in Part III of this

document);

* the approval of the Scheme by a majority in number of the Ophir Shareholders present andvoting, either in person or by proxy, at the Court Meeting, and who represent not less than

75 per cent. in value of the Ophir Shares voted by those Ophir Shareholders;

* the Special Resolution required to approve and implement the Scheme being duly passed by

Ophir Shareholders representing the requisite majority or majorities of votes cast at the General

Meeting (or any adjournment thereof);

* the approval of the Scheme by the Court (with or without modification but subject to any

modification being on terms acceptable to Ophir and Medco Global);

* the delivery of a copy of the Scheme Court Order to the Registrar of Companies;

* given the importance of Ophir’s Bualuang interests in Thailand, Ophir not losing all or

substantially all of its Bualuang interests in Thailand, and no adverse regulatory action being

taken in respect of such interests; and

* receipt of necessary regulatory and antitrust approvals in Tanzania.

Medco Global plans, and Ophir has agreed, to jointly approach the regulators in the various

countries in which Ophir has operations in order to facilitate a smooth transition.

The Scheme shall lapse if:

* the Court Meeting and the General Meeting are not held by 16 April 2019 (or such later dateas may be agreed between Ophir and Medco Global);

* the Scheme Court Hearing is not held by the 42nd day after the date announced for such

hearing via a Regulatory Information Service, which is expected to be no later than 14 days

following the satisfaction or, where applicable, waiver of the Specific Regulatory Conditions (or

such later date as may be agreed between Ophir and Medco Global)1; or

* the Scheme does not become Effective by the Long Stop Date,

18

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and

the Scheme Court Hearing as set out above may be waived by Medco Global, and the deadline for

the Scheme to become Effective may be extended by agreement between Ophir and Medco Global

(with the Panel’s consent and as the Court may approve (if such approval(s) are required)).

All Ophir Shareholders are entitled to attend the Scheme Court Hearing in person or through counsel

to support or oppose the sanctioning of the Scheme.

Subject to satisfaction (or, waiver, where applicable) of the Conditions and certain further terms set

out in Part III of this document, the Scheme is expected to become Effective in the first half of 2019.

Upon the Scheme becoming Effective it will be binding on all Ophir Shareholders (other than

Excluded Shareholders, if any), irrespective of whether or not they attended or voted at the CourtMeeting or General Meeting, or whether they voted in favour of or against the Scheme. The cash

consideration due under the Acquisition will be despatched by cheque or credited to CREST accounts

(as applicable) by Medco Global to Ophir Shareholders no later than 14 days after the Effective

Date.

The Scheme is governed by English law. The Scheme is subject to the applicable requirements of the

Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the

Listing Rules.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the

Court may be satisfied that there is a fair representation of Ophir Shareholder opinion. You are

therefore strongly encouraged to complete, sign and return both of your Forms of Proxy in accordance

with the instructions thereon, or to appoint a proxy electronically or through CREST as soon as

possible.

Further details of the Scheme and the Ophir Shareholder Meetings are contained in paragraph 12 of

Part II of this document.

10 Action to be taken

Your attention is drawn to pages 9 to 11 (inclusive) and paragraph 19 of Part II of this document

which set out in detail the action you should take in relation to the Acquisition and the Scheme in

respect of voting at the Ophir Shareholder Meetings.

11 United States and Overseas Shareholders

Please refer to paragraph 18 of Part II of this document if: (i) you have a registered address in or areresident in, ordinarily resident in, or a citizen of, a jurisdiction outside the United Kingdom; or (ii)

you have a registered address in or are resident in, ordinarily resident in, or a citizen of, the United

States.

12 Further information

You are advised to read the whole of this document and not just rely on the summary information contained in

this letter.

Your attention is further drawn to the information contained in Part II, Part III, Part IV, Part V,

Part VI and Part VII, and to the expected timetable of principal events set out on page 12 of this

document.

1 If the Specific Regulatory Conditions have all been satisfied or waived prior to the date of the Court Meeting and the GeneralMeeting, then this date will be a date not later than 14 days after the date of the Court Meeting and the General Meeting.

19

13 Recommendation

The Ophir Directors, who have been so advised by Morgan Stanley and Lambert Energy Advisory as

to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair andreasonable. In providing its advice to the Ophir Directors, Morgan Stanley and Lambert Energy

Advisory have taken into account the commercial assessments of the Ophir Directors.

In addition, the Ophir Directors consider the terms of the Acquisition to be in the best interests of

Ophir and the Ophir Shareholders as a whole.

Accordingly, the Ophir Directors recommend unanimously that Ophir Shareholders vote in favour ofthe Scheme at the Court Meeting and Ophir Shareholders vote in favour of the Special Resolution at

the General Meeting, as each of the Ophir Directors who hold beneficial interests in Ophir Shares

have irrevocably undertaken to do in respect of all of their respective beneficial holdings, totalling

984,271 Ophir Shares, representing in aggregate approximately 0.14 per cent. of Ophir’s issued share

capital as at the close of business on the Latest Practicable Date.

Yours faithfully

Bill Schrader

Chairman

20

PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London

E14 4QA

(Registered in England and Wales

with registered number 02068222)

Lambert Energy Advisory Limited

17 Hill Street

London

W1J 5LJ

(Registered in England and Wales

with registered number 03838151)

1 March 2019

To all Ophir Shareholders and, for information only, to participants in the Ophir Share Schemes and

persons with information rights

Dear Sir or Madam

RECOMMENDED CASH OFFER BY MEDCO ENERGI GLOBAL PTE LTD FOR OPHIR

ENERGY PLC TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT

1 Introduction

On 30 January 2019, the Ophir Board, the Medco Global Board and the Medco Board announced

that they had reached agreement on the terms of a recommended cash offer by Medco Global (a

wholly-owned subsidiary of Medco) to acquire the entire issued and to be issued ordinary share

capital of Ophir to form the Enlarged Group.

Your attention is drawn to the letter from the Chairman of Ophir, Bill Schrader, set out in Part I of

this document, which forms part of this Explanatory Statement. That letter contains, among other things,information on the background to and reasons for the unanimous recommendation by the Ophir

Directors to Ophir Shareholders to vote in favour of the Scheme at the Court Meeting and the Special

Resolution at the General Meeting.

The Ophir Board has been advised by Morgan Stanley and Lambert Energy Advisory as independent

financial advisers under Rule 3 of the Takeover Code in connection with the Acquisition. Morgan

Stanley and Lambert Energy Advisory have been authorised by the Ophir Board to write to you toexplain the terms of the Acquisition and the Scheme and to provide you with other relevant

information.




with the instructions thereon, or to appoint a proxy electronically or through CREST as soon as

possible. Please see paragraph 19 of this Part II for further details of the action to be taken inconnection with the Ophir Shareholder Meetings.

The terms of the Scheme are set out in full in Part VII of this document. Your attention is also

drawn to the additional information set out in Part VI of this document.

21

2 Summary of the terms of the Acquisition

Under the terms of the Acquisition, Ophir Shareholders (other than Excluded Shareholders, if any)

whose names appear on the Ophir Register of Members at the Scheme Record Time will be entitledto receive:

for each Ophir Share 55 pence in cash

The Acquisition represents a premium of approximately:

* 65.7 per cent. to the closing price of 33.20 pence per Ophir Share on 28 December 2018 (being

the last Business Day before the announcement of Medco’s possible offer for Ophir);

* 61.2 per cent. to the volume weighted average share price for the one-month period ended


offer for Ophir) of 34.13 pence per Ophir Share; and

* 43.3 per cent. to the volume weighted average share price for the three-month period ended


offer for Ophir) of 38.38 pence per Ophir Share.

The Acquisition values the entire issued and to be issued share capital of Ophir at approximately

£390.6 million.

The Acquisition is subject to the Conditions and certain further terms set out in Part III of thisdocument, including the receipt of clearances from the relevant authorities in Tanzania, Ophir not

losing all or substantially all of its Bualuang interests in Thailand and no adverse regulatory action

being taken in respect of such interests.

The Ophir Shares will be acquired by Medco Global fully paid and free from all liens, charges,

equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests

whatsoever and together with all rights existing or attaching to the Ophir Shares.

If any dividend, distribution or other return of value in respect of the Ophir Shares is declared, paidor made, Medco Global reserves the right to reduce the consideration payable for each Ophir Share

under the terms of the Acquisition by the amount per Ophir Share of such dividend, distribution or

other return of value. In such circumstances, Ophir Shareholders would be entitled to retain any such


3 Background to and reasons for the Acquisition

Medco is a leading Southeast Asian energy and natural resources company led by an experienced

management team with deep Asian and international oil and gas experience.

Ophir has a portfolio of international assets and Medco believes that a combination between the two

companies will create a strong Southeast Asian presence. The combined business will have greater

scale in reserves and Production, a wider geographic footprint for future opportunities and, in Medco

Global’s view, will hold a more balanced regional portfolio of producing and development assets,

with resulting benefits for employees, partners and host countries.

Portfolio of oil and gas assets offering diversification in Southeast Asia

* Medco Global’s Indonesian oil and gas portfolio is a strong fit with Ophir’s Southeast Asia

assets.

* Combined asset base generates meaningful and diversified production cash flows which supportdevelopment projects and enhance credit quality.

Creates leading independent player in Southeast Asia with significant scale

* The Acquisition will create a leading regional oil and gas company in Southeast Asia.

* The Acquisition will increase the Medco Group’s reserves and resources and 2019 Production:

– Production increase (for 2019 on a pro forma basis) of approximately 29 per cent. to 110

Mboe/d for the Enlarged Group, with Ophir’s 2019 Production guidance of 25 Mboe/d

added to the Medco Group’s 2019 Production guidance of 85 Mboe/d; and

– Reserves and resources increase of 117 per cent. to 1,252 MMboe for the Enlarged Group

with Ophir’s combined 2017 2P Reserves and 2C Resources of 674 MMboe (including, on

a pro forma basis, assets acquired from Santos during 2018 but excluding Block R in

Equatorial Guinea) added to Medco Global’s combined 2017 2P Reserves and 2C

Resources of 578 MMboe.

22

* Enlarged portfolio with exploration upside, development and producing assets will create long-

term value for stakeholders.

Acquisition to bring efficiencies and new opportunities

* Significant potential to improve operational efficiencies given Medco Global’s Indonesian

onshore and offshore operations and experience in managing mature assets.

Medco Global has a proven track record of generating strong operating cash flows and raising capital

and believes that the Acquisition provides an opportunity to deliver value to stakeholders.

The Medco Group is a natural owner for Ophir’s assets and considers that it has the ability to

nurture and invest for the longer term delivering benefits for employees, partners and host countries.

The Medco Group management’s knowledge of Ophir’s producing assets and organisation will allow

the assets to be efficiently integrated into the Medco Group’s portfolio.

4 Financial effects of the Acquisition on Medco

The Acquisition would result in the earnings, assets and liabilities of the Medco Group incorporating

the consolidated earnings, assets and liabilities of Ophir. Medco’s consolidated earnings, assets and

liabilities would therefore be altered accordingly. In addition, Medco’s consolidated liabilities would

also be increased to reflect the borrowings incurred to fund the Acquisition (plus any related accrued

interest payable). Further details of the financing of the Acquisition are set out in paragraph 9 of thisPart II. As it would acquire Ophir pursuant to the Acquisition, Medco Global’s financial results and

position would also be subject to equivalent alterations.

Based on its unaudited condensed consolidated interim financial statements for the six months ended

30 June 2018, Ophir generated consolidated revenue of approximately US$102 million and an

operating loss of approximately US$333 million. Based on those same financial statements, as at

30 June 2018, Ophir had consolidated assets of approximately US$1,615 million and consolidated

liabilities of approximately US$528 million.

Medco expects the Acquisition of Ophir to be immediately accretive in the first full year followingCompletion to Medco’s EBITDA and net income, excluding one-time transaction related expenses,

and the pro forma net debt to EBITDA ratio following the Acquisition not to be materially different

to Medco’s current net debt to EBITDA target ratio. Additionally, Medco believes that the additional

geographical diversity provided by the Acquisition will have a positive impact on Medco’s risk profile

and so improve third party assessments of its credit position.

5 Background to and reasons for the Ophir Board’s recommendation

Information relating to the background to and reasons for the Ophir Board’s recommendation of the

Acquisition are set out in paragraph 4 of Part I of this document.

6 Medco Global’s intentions and strategic plans for Ophir’s business, employees, pension schemes and the

Enlarged Group

Future business of Ophir

Medco believes that there is a strong strategic fit with Ophir’s business.

Following Completion, save as set out in this sub-section (Future business of Ophir) and the followingsub-section (Employees, employment rights, headquarters and locations), Medco intends to manage

Ophir’s assets alongside its own portfolio of assets and continue to manage them as they are

currently managed by Ophir and in accordance with the recent Strategic Update announced by Ophir.

Medco intends to continue to execute: (i) Ophir’s near-term development projects in Bualuang and

Meliwis; and (ii) Ophir’s initiative to explore ways to focus the portfolio on Asia as laid out in the

Strategic Update and the operations and trading update published on 15 January 2019. Within

12 months following Completion, Medco intends to complete a full review of Ophir’s asset base, inorder to evaluate how each asset will contribute to Medco’s existing portfolio. This review may lead

to potential divestment or value realisation opportunities from assets not considered core to the

Enlarged Group’s strategy. Any potential changes to the asset base triggered by the review will only

be implemented once the review is completed. Save as set out above, Medco does not intend to

redeploy any of Ophir’s fixed assets.

23

Employees, employment rights, headquarters and locations

Medco attaches great importance to the skills, experience and expertise of the existing operational

management and employees of Ophir and has given assurances to the Ophir Directors that, followingCompletion, Medco Global will fully observe the existing employment rights of Ophir Group

employees, including in relation to pensions, in accordance with applicable law. Pursuant to the Co-

operation Agreement, Medco Global has agreed that, for the period of 12 months commencing on

the Effective Date: (i) in respect of Ophir Group employees immediately prior to the Effective Date

who remain in employment with the Enlarged Group, it will maintain base pay, benefits and

allowances in aggregate no less favourable than those provided to such employees immediately before

the Effective Date and it will not amend material terms of any such employee’s contract of

employment or terms relating to pension accrual or contributions to the detriment to that employeewithout the written consent of the relevant employee; and (ii) any Ophir Group employee whose

employment is terminated (other than for gross or serious misconduct) will be entitled to severance

payments and benefits in accordance with any existing applicable established policy and practice of

the Ophir Group (which, for the avoidance of doubt, will not be more favourable than those policies

and practices in place prior to the Effective Date). Medco Global intends to comply with these

obligations of the Co-operation Agreement.

Other than continuing to implement Ophir’s existing plans as announced in its Strategic Update (and

subject to the exceptions set out in the last sub-section (Employees, employment rights, headquarters

and locations) of this paragraph), Medco does not intend to change the current employment

conditions applicable to Ophir Group employees, or balance of skills and functions in Ophir’s

employee base. On 13 September 2018, Ophir announced in the Strategic Update that its intention

was to:

‘‘Take further action to right size the cost structure of the business. We propose to downsize our London

office, following workforce consultation, and within 12 months establish a fit for purpose Asian based

HQ to serve as the hub for our ongoing business, generating material cost savings.’’

Since the Strategic Update, Ophir has completed employee consultations, both collective and

individual, and finalised plans for redundancies, settlements and relocations. This includes enteringinto settlement agreements with the UK-based employees to pay enhanced redundancy payments and

retention bonuses to incentivise the employees’ assistance with the London downsizing and relocation

to the Southeast Asian headquarters.

As Medco does not, and will not following Completion, require a significant presence in London,

save as set out in this sub-section (Employees, employment rights, headquarters and locations), Medco

will continue the actions announced by Ophir in its Strategic Update and execute Ophir’s announcedplans of downsizing the London office, with Southeast Asia being Ophir’s key skills and management

hub. Medco intends to honour the retention, redundancy and other termination arrangements

communicated to or agreed with employees.

In addition, Medco notes it is possible that a small number of employee positions, which Ophir had

been planning to move to other locations in Asia, may be relocated to Medco’s corporate head officein Indonesia, while other employee positions will continue to be relocated to the currently planned

locations in Asia in line with Ophir’s Strategic Update. Medco intends to review roles across certain

functions (finance, human resources, group corporate services, legal and engineering support services)

which may thereafter result in further redundancies to the extent such roles duplicate existing roles in

the Medco Group. This review is expected to last up to 12 months. Save as disclosed above in this

sub-section (Employees, employment rights, headquarters and locations) or the previous sub-section

(Future business of Ophir), Medco has no intention to undertake any material changes in relation to

Ophir’s places of business.

Pensions

Up to 31 October 2016, Ophir did not operate its own pension plan but made pension or

superannuation contributions to private funds of its employees which are defined contribution plans.

On 1 November 2016, the Ophir Group launched its own defined contribution scheme. Medco does

not intend to make any changes to employer contributions into this pension scheme.

As part of the Santos acquisition, Ophir acquired Santos Sampang which operates a post-employment

defined benefit arrangement as regulated under the Indonesian Law No. 13/2003, for the Sampang

PSC. The arrangement covers retirement, death, disability and voluntary resignation benefits, which

are based on final wages. While the legal obligation for the scheme sits with Santos Sampang, 55 per

24

cent. of the obligation is recharged to the Sampang PSC joint operators. Santos Sampang initiated a

funding mechanism in September 2016 for post-employment benefit via DPLK (Financial Institution

Pension Fund) using the PPUKP (Program Pensiun untuk Kompensasi Pesangon) programme. As a

result, the net liability recognised in the balance sheet, as provided in Ophir’s circular regarding theacquisition of assets from Santos, reduced from approximately US$8,142,000 as at 31 December 2015

to approximately US$389,000 as at 31 December 2017.

Since 25 October 2016, Ophir Indonesia (Bangkanai) Limited, a wholly-owned indirect subsidiary of

Ophir, operates a post-employment defined benefit scheme as regulated under Article 88 No. J and

Article 156 of Indonesian Labour Law No. 13/2003. This scheme is covered under the Collective

Labor Agreement as approved by SKKMigas and the Ministry of Manpower and Transmigration ofIndonesia. As at 31 December 2017, 115 employees were covered by the scheme. The scheme includes

a pension program called ‘PPUKP Mandiri’ managed by DPLK Bank Mandiri, under which all

employees who comply with the relevant conditions stipulated in the Collective Labor Agreement are

entitled to severance fund benefits. As at 31 December 2018, the total unfunded net liability was

US$791,000.

Medco does not intend to make any changes to employer contributions into the pension schemes

described above (including the funding mechanism adopted in September 2016 in relation to theSantos Sampang operated scheme), the accrual of benefits for existing members, or the admission of

new members. Save for the arrangements described above, Ophir does not have any arrangement

which provides pension benefits some or all of which are on a defined benefit basis.

Other items

Medco has no intention to undertake any material changes in relation to Ophir’s research and

development activities.

Ophir is currently listed on the London Stock Exchange. Prior to the Scheme becoming Effective, and

subject to any applicable requirements of the Takeover Code, Medco Global intends to seek

cancellation of the trading of Ophir Shares on the London Stock Exchange and the cancellation of

the listing of Ophir on the Official List.

The Ophir Directors will resign with effect from Completion and will receive payment in lieu of any

applicable notice period.

No statements in this paragraph 6 are post-offer undertakings for the purposes of Rule 19.5 of the

Takeover Code.

7 Information relating to Ophir

Ophir is a London Stock Exchange Main Market premium listed, full cycle, upstream oil and gas

exploration and production company. Ophir’s strategy is to create value by extracting maximumreturn from its producing assets and existing discoveries and investing selectively in exploration.

Ophir has sought to monetise success in the most efficient way for each investment, with the intention

to reinvest excess cash flows in growth or return capital to Ophir Shareholders.

Prior to 2014, when Ophir announced the acquisition of Salamander, Ophir focused on deepwater

exploration in Africa. Through the acquisition of Salamander and more recently the acquisition ofcertain Santos assets in 2018, Ophir has built an efficient cash generative production base in

Southeast Asia to complement its exploration assets and discoveries.

Ophir’s current production and development (‘‘P&D’’) portfolio includes:

* an operated offshore block and an indirect non-operated interest in an onshore block in

Thailand;

* an operated onshore block and two operated offshore blocks in Indonesia; and

* a non-operated offshore block in Vietnam.

In addition to its P&D assets, Ophir has a portfolio of exploration and appraisal and pre-

development assets in Southeast Asia, Africa and Mexico.

As at 31 December 2017, Ophir had 2P reserves of 70.4 MMboe (including the assets acquired from

Santos in September 2018 with an effective date of 1 January 2018) and average daily Production for

the year ended 31 December 2018 of 29.7 Mboe/d (on a pro forma basis accounting for the

producing assets acquired from Santos from the effective date of 1 January 2018).

25

The executive directors of Ophir are Alan Booth (Interim Chief Executive Officer) and Anthony

(Tony) Rouse (Chief Financial Officer).

Ophir directly employed 382 employees as at 1 January 2019 and achieved revenues of US$102 million

in the six months ended 30 June 2018 (US$88 million in the six months ended 30 June 2017) and for

the six months ended 30 June 2018 incurred a net loss from continuing operations after taxation of

US$375 million (six months ended 30 June 2017, incurred a net loss of US$85 million).

As at 30 June 2018, Ophir had total assets exceeding US$1.6 billion (as at 31 December 2017, had

total assets exceeding US$1.9 billion) and net cash of US$75 million (as at 31 December 2017, net

cash of US$117 million).

8 Information relating to the Medco Group

The Medco Group is a leading Southeast Asian energy and natural resources group. Medco is listed

on the Indonesia Stock Exchange with a market capitalisation of approximately US$1.2 billion (as

per Bloomberg quote at closing of the Indonesia Stock Exchange at the close of business on the

Latest Practicable Date), operating across three key business segments, being Oil & Gas, Power andMining.

In Oil & Gas, Medco has significant experience in developing and operating complex and mature

onshore and offshore assets and moving discovered and challenged resources to production, including

LNG. Medco’s oil and gas assets are based primarily in Indonesia, but it is focussed on expanding its

Southeast Asia presence. In 2017, Medco had 10 operated Indonesian assets, eight of which are

producing, with a gas to oil production capacity of approximately 100 Mboe/d with a split of

approximately 67:33 gas to oil. Its gas production is sold under long term take-or-pay contracts withan approximate 50:50 mix of fixed and commodity linked pricing.

Medco also operates gas, geothermal and hydro power plants in Indonesia through its approximately

89 per cent. consolidated interest in Medco Power (the balance of approximately 11 per cent. being

held by the IFC) and has a non-consolidated interest in a large Indonesian copper and gold mining

company.

In line with its strategy, Medco has been able to complement its organic growth initiatives withcompelling acquisitions. The Medco Group has a strong track record of raising capital, closing large

and complex transactions and integrating acquired assets into its portfolio, creating value for

stakeholders.

Medco Global is a wholly-owned Singaporean subsidiary of Medco which currently holds the non-

Indonesian oil and gas assets of Medco. As at 31 December 2017, Medco Global’s total reported

assets were approximately US$609 million.

9 Financing of the Acquisition and Cash Confirmation

The cash consideration payable under the terms of the Acquisition (together with costs and expenses

payable in connection with the Acquisition) will be funded by the proceeds of the Bridge Credit

Agreement entered into by Medco Global for the purposes of the Acquisition with and arranged by

Standard Chartered Bank and from Medco and Medco Global’s existing cash resources. Details of

the Bridge Credit Agreement are set out in paragraph 12.1 of Part VI of this document.

Medco Global has put in place USD to GBP hedges for the purposes of satisfying its obligations to

Ophir Shareholders in connection with the Acquisition, for which purposes Medco Global has entered

into a foreign exchange agreement with Standard Chartered Bank (Singapore) Limited.

Standard Chartered Bank, financial adviser to Medco and Medco Global, is satisfied that sufficient

resources are available to Medco Global to satisfy the full cash consideration payable to the SchemeShareholders under the terms of the Acquisition.

The Medco Group has access to multiple sources of funding as an established issuer both in

Indonesian and international capital markets with strong bilateral relationships with numerous

Indonesian and international banks. Medco understands and has plans in place to honour the Ophir

commitments under its existing debt and capital market facilities.

10 The Ophir Directors and the effect of the Scheme on their interests

Details of the interests of the Ophir Directors in the share capital of Ophir and options over this

share capital are set out in paragraph 7 of Part VI of this document. Ophir Shares held by the Ophir

Directors as at the Scheme Record Time will be subject to the Scheme.

26

Particulars of the service contracts (including termination provisions) and letters of appointment of

the Ophir Directors are set out in paragraph 9 of Part VI of this document.

Each of the Ophir Directors who hold beneficial interests in Ophir Shares have irrevocably

undertaken to vote (or to procure, or to use reasonable endeavours to procure, the vote) in favour of

the Scheme at the Court Meeting and the Special Resolution at the General Meeting (or in the event

that the Acquisition is implemented by way of a Takeover Offer, to accept the Takeover Offer) in

respect of all of the Ophir Shares of which they are the respective beneficial holders, totalling 984,271

Ophir Shares, representing in aggregate approximately 0.14 per cent. of Ophir’s issued share capital as

at the close of business on the Latest Practicable Date. These Irrevocable Undertakings remain

binding if a higher competing offer for Ophir is made, but will cease to be binding: (i) if theAcquisition is not completed on or prior to the Long Stop Date; or (ii) if the Scheme or, if

applicable, the Takeover Offer lapses or is withdrawn in accordance with its terms and no new,

revised or replacement Scheme or Takeover Offer is or has been announced by Medco in accordance

with Rule 2.7 of the Takeover Code at the same time. Further details of the Irrevocable

Undertakings are set out in paragraph 6 of Part VI of this document.

Save as set out above and in paragraph 7 of Part VI of this document, the effect of the Scheme on

the interests of Ophir Directors does not differ from its effect on the like interests of any other OphirShareholder.

11 Ophir Share Schemes

From 14 March 2019, all outstanding options under the Ophir Share Schemes will be exercisable and

will remain exercisable for certain periods following the Effective Date but not exceeding six months

thereafter, in accordance with the rules of the relevant Ophir Share Scheme. There are no outstanding

options under the Ophir Energy Long-term Incentive Plan 2011. The option exercise prices of theoutstanding options under the Ophir Energy Company Limited 2006 Share Option Plan are

substantially higher than the consideration offered for each Ophir Share under the terms of the

Acquisition.

The Scheme will extend to any Ophir Shares issued prior to the Scheme Record Time pursuant to the

exercise of any options under the Ophir Share Schemes. The Scheme will not extend to Ophir Shares

issued (or transferred from treasury), including on the exercise of options, on or after the Scheme

Record Time. However, an amendment to the Articles is to be proposed at the General Meeting (andwhich is set out in the notice of General Meeting at Part XI of this document) to the effect that

Ophir Shares issued (or transferred from treasury) on or after the Scheme Record Time would be

automatically transferred to Medco Global in consideration for the payment of such consideration as

would have been payable under the Scheme had such Ophir Shares been Scheme Shares.

Participants in the Ophir Share Schemes will be written to separately to inform them of the effect of

the Scheme on their rights under the Ophir Share Schemes and, if required, appropriate proposalswill be made to such participants in due course.

12 Irrevocable Undertakings

Further details of the Irrevocable Undertakings in relation to the Acquisition are set out in paragraph

6 of Part VI of this document.

13 Description of the Scheme and the Ophir Shareholder Meetings

Introduction

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement

between Ophir and Ophir Shareholders under Part 26 of the Companies Act 2006 although Medco

Global reserves the right to implement the Acquisition by means of a Takeover Offer (subject to the

Panel’s consent and the terms of the Co-operation Agreement). The provisions of the Scheme are set

out in full in Part VII of this document.

The purpose of the Scheme is to provide for Medco Global to become the owner of the entire issuedand to be issued share capital of Ophir (other than any Ophir Shares held in treasury). This is to be

achieved by the transfer of the Ophir Shares (other than Excluded Shares, if any) to Medco Global,

in consideration for which Ophir Shareholders (other than Excluded Shareholders, if any) whose


receive cash consideration on the basis set out in paragraph 2 of this Part II.

27

The Acquisition is subject to the satisfaction (or, where applicable, waiver) of the Conditions and

certain further terms set out in Part III of this document.

The Scheme shall only become Effective if, among other things, the following events occur on orbefore 20 June 2019 or such later date as may be agreed by Medco Global and Ophir (with the

Panel’s consent and as the Court may approve (if such approval(s) are required)):

* the satisfaction (or, where applicable, waiver) of the Conditions set out in Part III of this

document);

* the approval of the Scheme by a majority in number of the Ophir Shareholders present and

voting, either in person or by proxy, at the Court Meeting, and who represent not less than75 per cent. in value of the Ophir Shares voted by those Ophir Shareholders;

* the Special Resolution required to approve and implement the Scheme being duly passed by

Ophir Shareholders representing the requisite majority or majorities of votes cast at the General

Meeting (or any adjournment thereof);

* the approval of the Scheme by the Court (with or without modification but subject to any

modification being on terms acceptable to Ophir and Medco Global);

* the delivery of a copy of the Scheme Court Order to the Registrar of Companies;

* given the importance of Ophir’s Bualuang interests in Thailand, Ophir not losing all or

substantially all of its Bualuang interests in Thailand, and no adverse regulatory action being

taken in respect of such interests; and

* receipt of necessary regulatory and antitrust approvals in Tanzania.

Medco Global plans, and Ophir has agreed, to jointly approach the regulators in the various

countries in which Ophir has operations in order to facilitate a smooth transition.

The Scheme shall lapse if:

* the Court Meeting and the General Meeting are not held by 16 April 2019 (or such later date

as may be agreed between Ophir and Medco Global);

* the Scheme Court Hearing is not held by the 42nd day after the date announced for such

hearing via a Regulatory Information Service, which is expected to be no later than 14 days

following the satisfaction or, where applicable, waiver of the Specific Regulatory Conditions (or

such later date as may be agreed between Ophir and Medco Global)2; or

* the Scheme does not become Effective by the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and

the Scheme Court Hearing as set out above may be waived by Medco Global, and the deadline for

the Scheme to become Effective may be extended by agreement between Ophir and Medco Global.



Subject to satisfaction (or, waiver, where applicable) of the Conditions and certain further terms setout in Part III of this document, the Scheme is expected to become Effective in the first half of 2019.

Upon the Scheme becoming Effective it will be binding on all Ophir Shareholders (other than

Excluded Shareholders, if any), irrespective of whether or not they attended or voted at the Court

Meeting or General Meeting, or whether they voted in favour of or against the Scheme. The cash

consideration due under the Acquisition will be despatched by cheque or credited to CREST accounts

(as applicable) by Medco Global to Ophir Shareholders no later than 14 days after the Effective

Date.

The Scheme is governed by English law. The Scheme is subject to the applicable requirements of the

Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the

Listing Rules.

Once the Scheme becomes Effective, it will be binding on Ophir and all Ophir Shareholders (other than

Excluded Shareholders, if any), including those who did not attend the Ophir Shareholder Meetings or

vote to approve the Scheme, or who voted against the Scheme at the Ophir Shareholder Meetings.

2 If the Specific Regulatory Conditions have all been satisfied or waived prior to the date of the Court Meeting and the GeneralMeeting, then this date will be a date not later than 14 days after the date of the Court Meeting and the General Meeting.

28

The Ophir Shareholder Meetings

Before the Court is asked to sanction the Scheme, the Scheme will require the approval of Ophir

Shareholders at the Court Meeting and Ophir Shareholders passing the Special Resolution at theGeneral Meeting.

Notices of the Court Meeting and the General Meeting are set out in Parts X and XI of this

document, respectively.

The Court Meeting and the General Meeting will be held at the offices of Linklaters LLP, One Silk

Street, London EC2Y 8HQ, United Kingdom.

The Court Meeting

The Court Meeting, which has been convened for 10.00 a.m. on 25 March 2019, is being held at the

direction of the Court to seek the approval of Ophir Shareholders (other than Excluded Shareholders,

if any) for the Scheme.

At the Court Meeting, voting will be by way of poll and each Ophir Shareholder present (in personor by proxy) will be entitled to one vote for each Ophir Share held. In order for the resolution to be

passed, it must be approved by a majority in number of Ophir Shareholders, present and voting,

whether in person or by proxy, at the Court Meeting representing not less than 75 per cent. in value

of all the Ophir Shares voted.




with the instructions thereon, or to appoint a proxy electronically or through CREST as soon aspossible.

You will find the Notice of the Court Meeting in Part X of this document.

Excluded Shareholders (if any) are not entitled to vote at the Court Meeting.

Due to the length of time anticipated to be required to calculate the results of the poll, the result

may not be announced at the Court Meeting. The result of the vote at the Court Meeting will be

announced by Ophir via a Regulatory Information Service as soon as practicable after it is known.

The General Meeting

The General Meeting has been convened for 10.15 a.m. on 25 March 2019, or as soon thereafter as

the Court Meeting has concluded or been adjourned, to consider and, if thought fit, pass the Special

Resolution to:

* authorise the Ophir Directors to take all such action as they may consider necessary or

appropriate for carrying the Scheme into effect; and

* approve certain amendments to the Articles (as described below).

It is proposed that the Articles be amended to:

* ensure that any Ophir Shares which are issued under the Ophir Share Schemes or otherwise

after the Articles are amended and before the Scheme Record Time (other than to Medco

Global and/or its nominees) will be issued subject to the terms of the Scheme and the holders of

such Ophir Shares will be bound by the terms of the Scheme; and

* ensure that, subject to the Scheme becoming Effective, any Ophir Shares issued (or transferred

from treasury) at or after the Scheme Record Time (including to any optionholder under the

Ophir Share Schemes upon the exercise of options pursuant to the Ophir Share Schemes) (other

than to Medco Global and/or its nominees) will be compulsorily acquired by Medco Global, in

consideration of (subject to certain terms and conditions) the payment of the consideration on

the same basis as under the Scheme.

The proposed amendments to the Articles referred to above are set out in full in the Notice of the

General Meeting in Part XI of this document.

Any Ophir Shares held by Excluded Shareholders (if any) may be voted at the General Meeting.

At the General Meeting, voting will be by way of poll and each Ophir Shareholder present (in person

or by proxy) will be entitled to one vote for each Ophir Share held. In order for the Special

Resolution to be passed, it must be approved by votes in favour representing at least 75 per cent. of

the votes cast either in person or by proxy.

29

Due to the length of time anticipated to be required to calculate the results of the poll, the result

may not be announced at the General Meeting. The result of the vote at the General Meeting will be

announced by Ophir via a Regulatory Information Service as soon as practicable after it is known.

Entitlement to vote at the Ophir Shareholder Meetings

Ophir Shareholders whose names appear on the Ophir Register of Members at the Voting Record

Time (expected to be 6.30 p.m. on 21 March 2019) will be entitled to attend and vote at the Court

Meeting (other than Excluded Shareholders, if any) and the General Meeting. If either Ophir

Shareholder Meeting is adjourned, only those Ophir Shareholders whose names appear on the Ophir

Register of Members at 6.30 p.m. two business days before the date of the adjourned Court Meeting(other than Excluded Shareholders, if any) and for the adjourned General Meeting will be entitled to

attend and vote.

Each Ophir Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote

instead of him or her. A proxy need not be a shareholder of Ophir. Ophir Shareholders will find

enclosed with this document a BLUE Form of Proxy for use at the Court Meeting and a YELLOWForm of Proxy for use at the General Meeting. To be valid, those Forms of Proxy should be

completed, signed and returned in accordance with the instructions printed on them and returned to

Ophir’s Registrar (or submitted electronically) as soon as possible and, in any event, so as to be

received by no later than 10.00 a.m. on 21 March 2019 in respect of the Court Meeting and 10.15

a.m. on 21 March 2019 in respect of the General Meeting (or, in the case of an adjournment of

either the Ophir Shareholder Meetings, not later than 48 hours (excluding any part of a day that is a

non-working day) before the time and date set for the adjourned Ophir Shareholder Meeting).

Ophir Shareholders may complete and submit the Forms of Proxy electronically via Equiniti’s website

at www.sharevote.co.uk and using the Voting ID, Task ID and Shareholder Reference Number set

out in the Forms of Proxy and following the online instructions.

In the case of the Court Meeting only, the BLUE Form of Proxy can also be handed to Ophir’sRegistrar or the Chairman of the Court Meeting before the start of the Court Meeting. However, in

the case of the General Meeting, unless the YELLOW Form of Proxy is returned by the specified

time, it will be invalid.

If you propose to attend the Ophir Shareholder Meetings, please detach and bring with you the

attendance slip to assist your admission.

Ophir Shareholders are entitled to appoint a proxy in respect of some or all of their Ophir Shares.

Ophir Shareholders are also entitled to appoint more than one proxy. A space has been included in

the Forms of Proxy to allow Ophir Shareholders to specify the number of Ophir Shares in respect of

which that proxy is appointed. Ophir Shareholders who return a Form of Proxy duly executed but

leave this space blank will be deemed to have appointed a proxy in respect of all of their Ophir

Shares.

Ophir Shareholders who wish to appoint more than one proxy in respect of their shareholding should

photocopy the Forms of Proxy or contact Ophir’s Registrar for further Forms of Proxy.

If you hold Ophir Shares in CREST, you may be able to use the CREST electronic proxyappointment service in accordance with the procedures set out in the CREST Manual (please also

refer to the accompanying notes to the notice of the General Meeting set out at the end of this

document). Proxies sent electronically must be sent as soon as possible and, in any event, so as to be

received by Ophir’s Registrar by not later than 10.00 a.m. on 21 March 2019 in respect of the Court

Meeting and 10.15 a.m. on 21 March 2019 in respect of the General Meeting (or, in the case of an

adjournment of either Ophir Shareholder Meeting, not later than 48 hours (excluding any part of a

day that is a non-working day) before the time and date set for the adjourned Ophir Shareholder

Meeting).

The completion and return of a Form of Proxy (or electronic appointment of a proxy) will not

prevent an Ophir Shareholder from attending and voting in person at either Ophir Shareholder

Meeting or any adjournment thereof, if an Ophir Shareholder so wishes and is so entitled. In the

event of a poll on which an Ophir Shareholder votes in person, his/her proxy votes lodged with

Ophir will be excluded.

Further information on the action to be taken is set out on pages 9 to 11 (inclusive) of this

document.

30

Sanction of the Scheme by the Court

The Scheme also requires the sanction of the Court. Ophir will give adequate notice of the date and

time of the Scheme Court Hearing, once known, by issuing an announcement through a RegulatoryInformation Service. The Scheme Court Hearing is expected to be held on a date not later than

14 days after the satisfaction or waiver of the Specific Regulatory Conditions. The Scheme will

become Effective on delivery of a copy of the Scheme Court Order to the Registrar of Companies.

If the Scheme becomes Effective:

* it will be binding on all Ophir Shareholders (other than Excluded Shareholders, if any)

irrespective of whether or not they attended the Ophir Shareholder Meetings or voted in favour

of the Scheme at the Court Meeting or in favour of the Special Resolution at the GeneralMeeting;

* share certificates in respect of Ophir Shares will cease to be valid and every Ophir Shareholder

shall be bound at the request of Ophir to deliver up their share certificate(s) to Ophir (or any

person appointed by Ophir to receive the same) or to destroy the same; and

* entitlements to Ophir Shares held within the CREST system will be cancelled.

If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the

Acquisition will not proceed (unless the Panel otherwise consents).



The Scheme is governed by English law and will be subject to the jurisdiction of the courts of

England and Wales. The Scheme is subject to the applicable requirements of the Takeover Code, the

Panel, the London Stock Exchange and the UK Listing Authority.

Ophir will make an announcement via a Regulatory Information Service stating that the Scheme has

become Effective as soon as practicable on or after the Effective Date.

No revision will be made to the Scheme less than 14 days prior to the date of the Ophir Shareholder

Meetings or following the Ophir Shareholder Meetings without the consent of the Panel.

14 Alternative means of implementing the Acquisition

Subject to the terms of the Co-operation Agreement, Medco Global reserves the right to elect with

the consent of the Panel (where necessary) to implement the Acquisition by way of a Takeover Offer.

In such event, the acquisition will be implemented on substantially the same terms, subject toappropriate amendments, as those which would apply to the Acquisition. The acceptance condition

would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser

percentage (being more than 50 per cent.) as may be required by the Panel or that Medco Global

may decide with the consent of the Panel). In such event, if sufficient acceptances of the Takeover

Offer are received and/or sufficient Ophir Shares are otherwise acquired, it is the intention of Medco

Global to apply the provisions of the Companies Act 2006 to compulsorily acquire any outstanding

Ophir Shares to which such offer relates.

15 Cancellation of the listing of Ophir Shares

Cancellation of the listing of Ophir Shares

Prior to the Scheme becoming Effective and subject to any applicable requirements of the Takeover

Code, Ophir intends to make an application to the London Stock Exchange for cancellation of the

trading of Ophir Shares on the Main Market of the London Stock Exchange, and to the UK Listing

Authority for the cancellation of the listing of Ophir Shares on the Official List, in each case to take

effect on or shortly after the Effective Date.

The last day of dealings in Ophir Shares on the Main Market of the London Stock Exchange is

expected to be the Effective Date and no transfers shall be registered after 6.00 p.m. on that date

(other than the registration of the transfer of the Ophir Shares to Medco Global (and/or its

nominees) pursuant to the Scheme).

On the Effective Date, share certificates in respect of Ophir Shares will cease to be valid and

entitlements to Ophir Shares held within the CREST system will be cancelled.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is

declared unconditional in all respects and sufficient acceptances are received, Medco Global intends

to: (i) request the London Stock Exchange to cancel trading in Ophir Shares on the Main Market of

31

the London Stock Exchange, and the UK Listing Authority to cancel the listing of Ophir Shares on

the Official List; (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the

Companies Act 2006 to acquire compulsorily the remaining Ophir Shares in respect of which the

Takeover Offer has not been accepted; and (iii) as soon as practicable thereafter, re-register Ophir asa private limited company.

Re-registration as a private limited company

It is intended that Ophir be re-registered as a private limited company as soon as practicable after the

Effective Date.

16 Settlement

In order to settle the consideration payable in connection with the Scheme, Medco Global shall

within 14 days of the Effective Date:

* in the case of Ophir Shareholders (other than Excluded Shareholders, if any) whose Ophir

Shares are held in certificated form at the Scheme Record Time, procure the despatch to such

Ophir Shareholders of cheques for the sums payable to such Scheme Shareholders;

* in the case of Ophir Shareholders (other than Excluded Shareholders, if any) whose Ophir

Shares are held in uncertificated form through CREST at the Scheme Record Time, procure

that Euroclear is instructed to create an assured payment obligation in favour of the payment

bank of the persons entitled thereto in accordance with the CREST assured payment

arrangements for the sums payable to them respectively, provided that Medco Global reserves

the right to make payment of the said sums by cheque as set out above if, for reasons outside

its reasonable control, it is not able to effect such settlement.

The consideration due to Ophir Shareholders shall be paid in pounds sterling and, in the case of a

cheque, drawn on a UK clearing bank.

All deliveries of cheques to Ophir Shareholders shall be effected by sending the same by first class

post (or international standard post, if overseas) to the persons entitled thereto at their respective

addresses as appearing in the Ophir Register of Members as at the Scheme Record Time (and, in thecase of joint holders, at the address of that one of the joint holders whose name stands first in such

register in respect of such joint holding at the Scheme Record Time).

None of Ophir or Medco Global or their respective agents shall be responsible for any loss or delay

in the transmission or delivery of any cheques sent in accordance with this paragraph 16, which shall

be sent at the risk of the persons entitled thereto.

If any Ophir Shares are issued or transferred pursuant to the Ophir Share Schemes after the hearing

of the Court to sanction the Scheme but prior to the Scheme Record Time, Medco Global will pay

any consideration due to the holders of such Ophir Shares via Ophir’s payroll (after the deduction of

any applicable exercise price, income tax and social security contributions) in accordance with terms

of the Scheme.

17 Taxation

Ophir Shareholders should read Part V of this document, which provides a summary of certain UK

and US tax consequences of the Scheme relevant to Ophir Shareholders who are resident (or, in the

case of individuals, domiciled and resident) in the UK and the US for tax purposes. This summary is

intended as a general guide only and if you are in any doubt about your tax position, or are subject

to taxation in any jurisdiction other than the UK and the US, you are strongly advised to consult an

appropriate independent professional adviser.

18 United States and Overseas Shareholders

General

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the

laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about and shouldobserve any applicable legal requirements. It is the responsibility of all Overseas Shareholders to

satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection

therewith, including the obtaining of any governmental, exchange control or other consents which

may be required, or the compliance with other necessary formalities which are required to be

observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Ophir

32

Shareholders who are in any doubt regarding such matters should consult an appropriate independent

professional adviser in the relevant jurisdiction without delay.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and

tax consequences of the Acquisition in their particular circumstances.

US securities laws

The Acquisition relates to the shares of an English company that is not registered under the

Exchange Act and is being made by means of a scheme of arrangement under English company law.

The scheme of arrangement for the Acquisition is not subject to the tender offer rules or the proxysolicitation rules under the Exchange Act. Neither the U.S. Securities and Exchange Commission nor

any U.S. state securities commission has recommended, or approved or disapproved of, the

Acquisition, or determined if this document is accurate or complete. Any representation to the

contrary is a criminal offence.

The Acquisition is subject to the disclosure and procedural requirements and practices applicable in

the United Kingdom to schemes of arrangement, which differ from those applicable in the United

States to tender offers or proxy solicitations under the Exchange Act.

If, however, Medco Global were to elect to implement the Acquisition by means of a Takeover Offer,

such Takeover Offer would be made in accordance with the tender offer rules of Regulation 14Eunder the Exchange Act and any other applicable laws and regulations in the United States, including

the Tier II or any other applicable exemptions available from certain requirements of Regulation 14E

under the Exchange Act. Such a takeover would be made in the United States by Medco Global and

no one else

In accordance with normal United Kingdom practice, Medco Global or its nominees, or its brokers

(acting as agents), may from time to time make certain purchases of, or arrangements to purchase,

shares or other securities of Ophir outside of the US, other than pursuant to the Acquisition, until

the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.

These purchases may occur either in the open market at prevailing prices or in private transactions at

negotiated prices. Any information about such purchases or arrangements to purchase shall be

disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be

available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of cash consideration by a US holder in exchange for the transfer of its Ophir Shares

pursuant to the Scheme will generally be a taxable transaction for United States federal income tax

purposes. Each Ophir Shareholder is urged to consult their independent professional adviser

immediately regarding the tax consequences of the Acquisition applicable to them, including underapplicable United States state and local, as well as overseas and other, tax laws.

Financial information included (or incorporated by reference) in this document in relation to Ophir

has been or will have been prepared in accordance with accounting standards applicable in the United

Kingdom that may not be comparable to financial information of US companies or companies whosefinancial statements are prepared in accordance with generally accepted accounting principles in the

United States.

No registration statement will be filed with the U.S. Securities and Exchange Commission or any

state securities regulators in the US in connection with the Acquisition.

It may be difficult or impossible for US holders of Ophir Shares to enforce their rights and claims, if

any, arising out of the US federal securities laws, since Medco Global and Ophir are located in

countries outside of the United States. US holders of Ophir Shares may not be able to sue a non-US

company or its officers or directors in a non-US court for violations of the US securities laws.

Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to aUS court’s judgement.

Other overseas securities laws

Unless otherwise determined by Medco Global or required by the Takeover Code, and permitted by

applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in,

into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person

may vote in favour of the Acquisition by any such use, means, instrumentality or form within any

jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, unless otherwise determined by Medco Global or Ophir or required by the Takeover

Code and permitted by applicable law and regulation, copies of this document and all documents

33

relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise

forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in

that jurisdiction, and persons receiving this document and all documents relating to the Acquisition

(including custodians, nominees and trustees) must not mail or otherwise distribute or send them in,into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person

(including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends

to, or who may have a contractual or legal obligation to, forward this document and/or any other

related document to any jurisdiction outside the United Kingdom or the United States should inform

themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.

19 Action to be taken

Part A: Voting at the Ophir Shareholder Meetings

The Scheme will require approval at the meeting of Ophir Shareholders (other than Excluded

Shareholders, if any) convened by order of the Court to be held at the offices of Linklaters LLP, One

Silk Street, London EC2Y 8HQ, United Kingdom. The Court Meeting will start at 10.00 a.m. on

25 March 2019.

Implementation of the Scheme also requires approval of the Special Resolution by OphirShareholders at the General Meeting to be held at the same venue at 10.15 a.m. on 25 March 2019

(or as soon thereafter as the Court Meeting has concluded or been adjourned). Any Ophir Shares


Meeting.

Notices convening the Ophir Shareholder Meetings are set out at Parts X and XI of this document.

Part B: Documents received

Please check that you have received the following with this document:

* a BLUE Form of Proxy for use in respect of the Court Meeting on 25 March 2019; and

* a YELLOW Form of Proxy for use in respect of the General Meeting on 25 March 2019.




with the instructions thereon, or to appoint a proxy electronically or through CREST as soon aspossible.

The completion and return of a Form of Proxy, or the appointment of a proxy electronically in

accordance with one of the methods below, will not prevent you from attending and voting in person at

the Court Meeting, the General Meeting or any adjournment thereof, if you so wish and are so entitled.

Part C: Instructions

Instructions for Ophir Shareholders holding certificated shares

(i) Sending Forms of Proxy by post, by hand or by courier

The Forms of Proxy must be received by Ophir’s Registrar, Equiniti Limited, Aspect House, SpencerRoad, Lancing BN99 6DA, United Kingdom by no later than the following times and dates:

* BLUE Forms of Proxy for the Court Meeting by 10.00 a.m. on 21 March 2019;

* YELLOW Forms of Proxy for the General Meeting by 10.15 a.m. on 21 March 2019; and

* in the case of an adjournment of either Ophir Shareholder Meeting, not later than 48 hours

(excluding any part of a day that is a non-working day) before the time and date set for the

adjourned Ophir Shareholder Meeting.

This will enable your votes to be counted at the Ophir Shareholder Meetings in the event of your

absence.




Meeting, unless the YELLOW Form of Proxy is returned by the time and date mentioned above, it

will be invalid.

34

(ii) Online proxy appointment

Ophir Shareholders who prefer to do so may submit their Forms of Proxy and register their proxy

appointment electronically by logging onto the website of Equiniti, Ophir’s Registrar, atwww.sharevote.co.uk, using the Voting ID, Task ID and Shareholder Reference Number set out in

the Forms of Proxy and following the online instructions.

For an electronic proxy appointment to be valid, the appointment must be received by Ophir’s

Registrar no later than:



* in the case of an adjournment of either Ophir Shareholder Meeting, not later than 48 hours

(excluding any part of a day that is a non-working day) before the time and date set for the

adjourned Ophir Shareholder Meeting.

Please note that separate appointments of a proxy or proxies need to be made for the Court Meeting

and the General Meeting.

Instructions for Ophir Shareholders holding uncertificated shares through CREST

(i) CREST electronic proxy appointment service

Ophir Shareholders who hold Ophir Shares through CREST and who wish to appoint a proxy orproxies for the Ophir Shareholder Meetings or any adjournment(s) thereof by using the CREST

electronic proxy appointment service may do so by following the procedures described in the CREST

Manual (available at https://my.euroclear.com). CREST personal members or other CREST sponsored

members, and those CREST members who have appointed a voting service provider(s), should refer

to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action

on their behalf.

In order for a proxy appointment or instruction made by means of CREST 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

instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the

appointment of a proxy or an amendment to the instructions given to a previously appointed proxy,

must, to be valid, be transmitted so as to be received by Ophir’s agent (ID is RA19) no later than:






For this purpose, the time of receipt will be taken to be the time (as determined by the time stampapplied to the message by the CREST Applications Host) from which Equiniti are able to retrieve the

message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of

instructions to proxies appointed through CREST should be communicated to the proxy through

other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should

note that Euroclear does not make available special procedures in CREST for any particularmessages. 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such

action as shall be necessary to ensure that a message is transmitted by means of the CREST system

by any particular time. CREST members and, where applicable, their CREST sponsor or voting

service provider(s) are referred, in particular, to those sections of the CREST Manual concerning

practical limitations of the CREST system and timings.

Ophir may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation

35(5)(a) of the Uncertificated Securities Regulations 2001.

35

(ii) Sending Forms of Proxy by post, by hand or by courier, or online proxy appointment

Ophir Shareholders who hold Ophir Shares through CREST may, as an alternative to using the

CREST electronic proxy appointment service, appoint a proxy by completing and returning a BLUEForm of Proxy and a YELLOW Form of Proxy, or electronically through the website of Equiniti,

Ophir’s Registrar, at www.sharevote.co.uk, in each case in accordance with the instructions set out

above for holders of certificated shares.

Instructions for other indirect Ophir Shareholders

If you hold Ophir Shares indirectly you must rely on the procedures of the bank, broker, financial

institution or share plan administrator through which you hold Ophir Shares. You should contactsuch intermediary for instructions on how you can instruct that intermediary to vote on your behalf

at the Ophir Shareholder Meetings and the date by which you must provide such instructions to the

intermediary.

Multiple proxy voting instructions

As a registered Ophir Shareholder, you are entitled to appoint a proxy in respect of some or all of

your Ophir Shares. You are also entitled to appoint more than one proxy. A proxy need not be an

Ophir Shareholder. A space has been included on the Forms of Proxy to allow you to specify thenumber of Ophir Shares in respect of which that proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, please photocopy theForms of Proxy or contact Ophir’s Registrar via the Shareholder Helpline on the numbers indicated

in paragraph 20 of this Part II.

Ophir Share Schemes

Details of the arrangements proposed to be implemented in relation to the Ophir Share Schemes in

connection with the Acquisition are set out in paragraph 11 of this Part II.

United States and Overseas Shareholders

Overseas Shareholders and Ophir Shareholders who have a registered address in or are resident in,

ordinarily resident in, or a citizen of, the United States, should refer to paragraph 18 of this Part II

for further information on action to be taken.

20 Shareholder Helpline

If you have any questions relating to this document or the completion and return of the Forms ofProxy, please call the Shareholder Helpline on 0333 207 6376 for Ophir Shareholders calling from

within the UK (or +44 121 415 0949 for Ophir Shareholders calling from outside the UK). Calls

from within the UK are charged at the standard geographic rate. Different charges may apply to calls

from mobile telephones. Calls from outside the UK will be charged at the applicable international

rate. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday (except public holidays in

England and Wales).

Calls to the Shareholder Helplines from outside the United Kingdom will be charged at international

rates. Different charges may apply to calls made from mobile telephones. Calls may be recorded and

randomly monitored for security and training purposes.

Please note that Shareholder Helplines cannot provide legal, tax or financial advice or any advice on

the merits of the Scheme or the Acquisition.

36

21 Further information

The terms of the Scheme are set out in full in Part VII of this document. Your attention is also

drawn to the further information contained in this document and, in particular, to Part III, Part IV,Part V, Part VI and Part VII, to the expected timetable of principal events set out on page 12 of this

document, all of which form part of this Explanatory Statement.

Yours faithfully

Andrew Foster

Managing Director

for and on behalf of

Morgan Stanley & Co. International plc

Philip LambertChief Executive Officer

for and on behalf of

Lambert Energy Advisory Limited

37

PART III

CONDITIONS TO AND FURTHER TERMS OF THE SCHEMEAND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to theTakeover Code, by no later than the Long Stop Date.

1. Scheme approval

The Scheme is conditional upon:

(a) the approval of the Scheme by a majority in number representing at least 75 per cent. of the

voting rights of the Ophir Shareholders who are present and vote (and who are on the register

of members of Ophir at the Voting Record Time and entitled to vote), either in person or by

proxy, at the Court Meeting;

(b) such Court Meeting being held on or before 16 April 2019 (or such later date, if any, as may be

agreed by Medco Global and Ophir with the consent of the Panel, and, if required, the Court

may allow);

(c) the Special Resolution as set out in the Notice of the General Meeting appended to thisdocument, being duly passed by the requisite majority at the General Meeting and not

subsequently being revoked;

(d) the General Meeting being held on or before 16 April 2019 (or such later date, if any, as may

be agreed by Medco Global and Ophir with the consent of the Panel, and, if required, the

Court may allow);

(e) the sanction of the Scheme by the Court (with or without modification but subject to any

modification being on terms acceptable to Medco Global and Ophir) and the delivery of a copy

of the Scheme Court Order being delivered to the Registrar of Companies for registration; and

(f) the Scheme Court Hearing having taken place on or before the 42nd day after the date

announced for such hearing via a Regulatory Information Service, which is expected to be nolater than 14 days following the satisfaction or, where applicable, waiver of the Specific

Regulatory Conditions (or such later date, if any, as may be agreed by Medco Global and

Ophir with the consent of the Panel, and, if required, the Court may allow).

2. Other conditions

In addition, subject to the requirements of the Panel and the Takeover Code, the Acquisition will

also be conditional upon the following Conditions, and, accordingly, the necessary actions to make

the Scheme Effective will not be taken unless such Conditions have been satisfied (and continue to be

satisfied pending the commencement of the Scheme Court Hearing) or, if capable of waiver, are

waived by Medco Global:

Specific regulatory approvals

(a) Ophir’s interest in the ‘‘Block B8/38’’ concession (the ‘‘Interest’’) not being terminated, cancelled

or revoked and not being subject to any requirement to sell (in circumstances that are likely tolead to a material loss of value) and no other steps having been taken that impose or might

reasonably be expected to impose any material limitation on, or result or might reasonably be

expected to result in a material delay in, the ability of any member of the Wider Medco Group

directly or indirectly to acquire, hold or exercise effectively all or a material portion of the

rights held by Ophir in respect of the Interest, and no notice or communication having been

received from any Third Party of, or of an intention to implement, such termination,

cancellation, revocation, requirement to sell or such other steps, in any such case in respect of

all or substantially all of the Interest and which has not been withdrawn, cancelled orsuccessfully appealed;

(b) the Minister for Energy of Tanzania having approved the instrument indirectly transferring or

assigning Ophir’s equitable interest in the production sharing agreement in relation to Block 1

and Block 4 pursuant to the Acquisition for the purposes of section 86(1) of the Petroleum Act

of Tanzania;

38

(c) the Fair Competition Commission of Tanzania having either: (i) provided a determination in

terms and in a form reasonably satisfactory to Medco Global that no investigation for the

purposes of the Fair Competition Act 2003 and the Fair Competition Commission Procedure

Rules 2013 (together, the ‘‘Competition Laws’’) is required in respect of the Acquisition(‘‘Investigation’’); or (ii) approved the Acquisition for the purposes of the Competition Laws, in

terms and in a form reasonably satisfactory to Medco Global or on unconditional terms

following the completion of an Investigation; or (iii) the 14 day time period specified in the

Competition Laws having expired without the Fair Competition Commission of Tanzania having

notified Medco Global that it intends to examine the Acquisition;

General Antitrust and Regulatory

(d) other than in relation to the matters referred to in Conditions 2(a), 2(b) and 2(c), no antitrust

regulator or other Third Party having decided to take, institute, implement, threaten or

withdraw any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or

proposed any statute, regulation, decision or order, or having taken any other steps, and there

not continuing to be outstanding any statute, regulation or order of any Third Party, in each

case which would or might reasonably be expected (to an extent or in a manner which is

material and adverse in the context of the Acquisition) to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms of any

proposed divestiture by any member of the Wider Medco Group or by Ophir or any other

member of the Wider Ophir Group of all or any portion of their respective businesses,

assets or properties or impose any limitation on the ability of any of them to conduct their

respective businesses (or any of them) or to own, control or manage any of their respective

assets or properties or any part thereof;

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require, prevent or

delay the divestiture by any member of the Wider Medco Group of any shares or other

securities (or the equivalent) in any member of the Wider Medco Group or any member of

the Wider Ophir Group;

(iii) impose any material limitation on, or result in a material delay in, the ability of any

member of the Wider Medco Group directly or indirectly to (A) acquire or to hold or to

exercise effectively any rights of ownership in respect of shares or loans or securitiesconvertible into shares or any other securities (or the equivalent) in any member of the

Wider Ophir Group or any member of the Wider Medco Group or (B) to hold or exercise

effectively all or any rights of ownership in respect of shares or other securities (or the

equivalent) in, or to exercise voting or management control over, any member of the

Wider Ophir Group or any member of the Wider Medco Group;

(iv) otherwise materially and adversely affect any or all of the business, assets, liabilities,

financial or trading position, profits, operational performance or prospects of any memberof the Wider Medco Group or of any member of the Wider Ophir Group;

(v) make the Acquisition or its implementation by Medco Global or any member of the Wider

Medco Group of any shares or other securities in, or control or management of, Ophir

void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise,

directly or indirectly, materially restrain, restrict, prohibit, prevent, delay, impede or

otherwise interfere with the implementation thereof, or require material amendment or

impose additional material conditions or obligations with respect thereto, or otherwisematerially challenge, or interfere with the Acquisition or its implementation by Medco

Global or any member of the Wider Medco Group of any shares or other securities in, or

control or management of, Ophir;

(vi) other than pursuant to the implementation of the Acquisition, require any member of the

Wider Medco Group or the Wider Ophir Group to acquire, or to offer to acquire, any

shares or other securities (or the equivalent) or interest in any member of the Wider Ophir

Group owned by any Third Party; or

(vii) impose any material limitation on the ability of any member of the Wider Medco Group

or the Wider Ophir Group to conduct its business or integrate or co-ordinate its business,

or any part of it, with the businesses or any part of the businesses of any other member of

the Wider Medco Group or the Wider Ophir Group,

39

and all applicable waiting and other time periods (including any extensions thereof) during

which any such Third Party could take, institute, implement or threaten any action, proceeding,

suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in

respect of the Acquisition of any shares or other securities in, or control or management of,Ophir or otherwise intervene having expired, lapsed or been terminated;

(e) other than in relation to the matters referred to in Conditions 2(a) to 2(c), all material

notifications, notices, filings or applications in connection with the Acquisition or any aspect of

the Acquisition or its financing that are reasonably considered necessary by Medco Global

having been made and all authorisations, orders, grants, consents, clearances, licences,

confirmations, permissions and approvals which are reasonably considered necessary by MedcoGlobal (‘‘Authorisations’’), in any jurisdiction, for and in respect of the Acquisition or any

aspect of the Acquisition or its financing, or the acquisition or proposed acquisition by any

member of the Wider Medco Group of any shares or other securities in, or control or

management of, Ophir or any other member of the Wider Ophir Group by any member of the

Medco Group having been obtained in terms and in a form reasonably satisfactory to Medco

Global from all appropriate Third Parties or, without limitation, persons or bodies with whom

any member of the Wider Ophir Group or of the Wider Medco Group has entered into

contractual arrangements, and all such Authorisations together with all authorisations, orders,grants, consents, clearances, licences, confirmations, permissions and approvals necessary or

appropriate for any member of the Wider Ophir Group or of the Wider Medco Group to carry

on its business (the ‘‘Business Authorisations’’) remaining in full force and effect (where the

absence of such Authorisations or Business Authorisations would be material and adverse in the

context of the Acquisition) and all filings necessary for such purpose having been made and

there being no notice or intimation of any intention to revoke, suspend, restrict, materially

adversely modify or not to renew any of the same at the time at which the Acquisition becomes

otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdictionhaving been complied with by the Wider Ophir Group;

Confirmation of absence of adverse circumstances

(f) except as Publicly Announced or fairly disclosed in Disclosed Information, there being no

provision of any agreement, arrangement, licence, permit or other instrument to which any

member of the Wider Ophir Group is a party or by or to which any such member or any of itsassets is or may be bound, entitled or subject, which in each case as a consequence of the

Acquisition of any shares or other securities in Ophir or because of a change in the control or

management of Ophir, could or might reasonably be expected to result in (to an extent or in a

manner which is material and adverse in the context of the Acquisition or would have a

material and adverse effect on the Wider Ophir Group as a whole):

(i) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities,obligations or interests or business of any member of the Wider Ophir Group thereunder,

or interests or business of any such member in or with any other person, firm, company or

body (or any arrangements to which any such member is a party relating to any such

interests or business), being or becoming capable of being terminated, modified, amended,

relinquished or adversely affected or any other obligation or liability arising or any action

being taken or arising thereunder;

(ii) the rights, liabilities, obligations or interests of any member of the Wider Ophir Groupunder any such agreement, arrangement, licence, permit or instrument or the interests or

business of any such member in or with, any person, firm, company or body (or any

arrangement or arrangements relating to any such interests or business) being terminated,

adversely modified or adversely affected or any onerous obligation or liability arising or

any adverse action being taken thereunder;

(iii) any material asset owned or used by any member of the Wider Ophir Group, or anyinterest in such asset, being or falling to be disposed of or charged or ceasing to be

available to any member of the Wider Ophir Group or any right arising under which any

such asset or interest could be required to be disposed of or charged (other than in the

ordinary and usual course of business) or cease to be available to any member of the

Wider Ophir Group;

40

(iv) the creation (other than liens arising by operation of law in the ordinary and usual course

of business) or enforcement of any mortgage, charge or other security interest over the

whole or any part of the business, property, assets or interest of any member of the Wider

Ophir Group or any such mortgage, charge or other security (whenever created, arising orhaving arisen) becoming enforceable or being capable of being enforced;

(v) the value of any member of the Wider Ophir Group or its financial or trading position or

prospects being prejudiced or adversely affected;

(vi) any member of the Wider Ophir Group ceasing to be able to carry on business under any

name under which it at present carries on business;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the

Wider Ophir Group other than trade creditors or other liabilities incurred in the ordinary

course of business;

(viii) except as agreed by Medco Global and Ophir, any liability of any member of the Wider

Ophir Group to make any severance, termination, bonus or other payment to any of its

directors or other officers;

(ix) any requirement on any member of the Wider Ophir Group to acquire, subscribe or pay

up any shares or other securities; or

(x) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grantavailable to any member of the Wider Ophir Group, being or becoming repayable or

capable of being declared repayable immediately or prior to its or their stated maturity

date or repayment date, or the ability of such member of the Wider Ophir Group to

borrow monies or incur any indebtedness becoming or being withdrawn or inhibited or

being capable of becoming or being withdrawn or inhibited,

and no event having occurred which, under any provision of any agreement, arrangement,

licence, permit or other instrument to which any member of the Wider Ophir Group is a party

or by or to which any such member or any of its assets may be bound, entitled or subject,

could reasonably be expected to result in any of the events or circumstances as are referred toin sub-paragraphs (i) to (x) of this Condition;

No material transactions, claims or changes in the conduct of the Ophir Group

(g) since 30 June 2018 and except as Publicly Announced or fairly disclosed in DisclosedInformation, no member of the Wider Ophir Group having:

(i) save as between Ophir and wholly-owned subsidiaries of Ophir or for Ophir Shares

required to be issued (or transferred out of treasury) pursuant to the award of Ophir

Shares in the ordinary course under the Ophir Share Schemes, issued, agreed to issue,

authorised or proposed the issue of additional shares of any class, or of securities

convertible into or exchangeable for, or rights, warrants or options to subscribe for or

acquire, any such shares or convertible securities or transferred or sold or agreed to sell or

authorised or proposed the transfer or sale of Ophir Shares out of treasury or redeemed,

purchased or repaid any of its own shares or other securities or reduced or made anyother change to any part of its share capital other than pursuant to the implementation of

the Acquisition;

(ii) other than to another member of the Ophir Group, recommended, declared, paid or made

or proposed to recommend, declare, pay or make any bonus, dividend or other

distribution whether payable in cash or otherwise;

(iii) save for transactions between Ophir and wholly-owned subsidiaries of Ophir or between

wholly-owned subsidiaries of Ophir or pursuant to the Acquisition, implemented, effected,

authorised or proposed or announced its intention to implement, effect, authorise or

propose any merger, demerger, or acquisition of any body corporate or acquisition,

disposal, transfer, mortgage, charge or creation of any security interest over any assets orany right, title or interest in any asset (including shares or loan capital (or the equivalent

thereof) in any undertaking or undertakings and further including trade investments)

(which, in the case of any transfer, mortgage, charge or security interest, is other than in

the ordinary course of business) in any such case which is material in the context of the

Wider Ophir Group taken as a whole or in the context of the Acquisition;

41

(iv) save for transactions between members of the Ophir Group in the ordinary course of

business, made or authorised or proposed or announced an intention to propose any

change in its loan capital in any such case which is material in the context of the Wider

Ophir Group taken as a whole or in the context of the Acquisition;

(v) issued, authorised, proposed the issue of or made any change in or to the terms of any

debentures or (save for trade credit incurred in the ordinary course of business or for

transactions between members of the Ophir Group) incurred or increased any indebtedness

or become or agreed to become subject to any liability (actual or contingent) in any such

case which is material in the context of the Wider Ophir Group taken as a whole or in the

context of the Acquisition;

(vi) implemented, or authorised, proposed or announced its intention to implement, any

reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in

respect of any member of the Wider Ophir Group otherwise than in respect of theAcquisition or in the ordinary course of business and in any such case which is material in

the context of the Wider Ophir Group taken as a whole or in the context of the

Acquisition;

(vii) entered into or varied or authorised or terminated, proposed or announced its intention to

enter into, vary or terminate any contract, transaction, arrangement or commitment

(whether in respect of capital expenditure or otherwise) which is of a long term, onerous

or unusual nature or magnitude or which is or could be materially restrictive on the

businesses of any member of the Wider Ophir Group or the Wider Medco Group (other

than in the ordinary course of business) and which is material in the context of the WiderOphir Group taken as a whole;

(viii) other than in respect of a member which is dormant and was solvent at the relevant time,

taken any corporate action or had any legal proceedings instituted or threatened against it

or petition presented or order made for its winding-up (voluntary or otherwise), dissolution

or reorganisation or for the appointment of a receiver, administrative receiver,

administrator, trustee or similar officer of all or any of its assets or revenues or any

analogous proceedings in any jurisdiction or had any such person appointed in any such

case which is material in the context of the Wider Ophir Group taken as a whole or in the


(ix) been unable or admitted in writing that it is unable to pay its debts as they fall due orhaving stopped or suspended (or threatened to stop or suspend) payment of its debts

generally or ceased or threatened to cease carrying on all or a substantial part of its

business or commenced negotiations with one or more of its creditors with a view to

rescheduling or restructuring any of its indebtedness in any such case which is material in

the context of the Wider Ophir Group taken as a whole or in the context of the

Acquisition;

(x) waived, compromised or settled any claim otherwise than in the ordinary course of

business which is material in the context of the Wider Ophir Group taken as a whole;

(xi) in respect of Ophir and wholly-owned subsidiaries of Ophir, made any material alterationto its memorandum or articles of association or other incorporation documents (in each

case, other than an alteration in connection with the Scheme) except as disclosed on

publicly available registers;

(xii) other than in accordance with the terms of the Acquisition or as agreed by Medco Global,

proposed, agreed to provide or modified the terms of any employee share scheme, incentive

scheme or other benefit relating to the employment or termination of employment of any

person employed by the Wider Ophir Group or entered into or materially changed the

terms of any contract with any director or senior executive;

(xiii) entered into, implemented or authorised the entry into, any joint venture, asset or profit

sharing arrangement, partnership or merger of business or corporate entities in any suchcase which is material in the context of the Wider Ophir Group taken as a whole or in the


(xiv) taken (or agreed or proposed to take) any action which requires, or would require, the

consent of the Panel or the approval of Ophir Shareholders in general meeting in

accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

42

(xv) entered into any contract, commitment, arrangement or agreement otherwise than in the

ordinary course of business or passed any resolution or made any offer (which remains

open for acceptance) with respect to or announced any intention to, or to propose to,

effect any of the transactions, matters or events referred to in this Condition;

No material adverse change

(h) since 30 June 2018 and save as Publicly Announced or fairly disclosed in Disclosed Information:

(i) no material adverse change or deterioration having occurred (or circumstances having

arisen which would or might be expected to result in any adverse change or deterioration)

in the business, assets, liabilities, financial or trading position or profits, operational

performance or prospects of any member of the Wider Ophir Group;

(ii) no agreement or arrangement between any member of the Wider Ophir Group and any

other person having been terminated or varied in a manner which would or mightreasonably be expected to have a material adverse effect on the financial position of the

Wider Ophir Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any

member of the Wider Ophir Group is or may become a party (whether as a plaintiff,

defendant or otherwise) and no investigation by any Third Party against or in respect ofany member of the Wider Ophir Group having been instituted, announced, implemented or

threatened by or against or remaining outstanding in respect of any member of the Wider

Ophir Group;

(iv) no enquiry, review or investigation by, or complaint or reference to, any Third Party

having been threatened in writing, announced, implemented or instituted by or against or

remaining outstanding against or in respect of any member of the Wider Ophir Group;

(v) no contingent or other material liability in respect of any member of the Wider Ophir

Group having arisen or become apparent to Medco Global or increased that might

reasonably be likely to adversely affect any member of the Wider Ophir Group that is

material in the context of the Wider Ophir Group taken as a whole;

(vi) no amendment or termination of any joint venture or partnership to which any member of

the Wider Ophir Group is a party having been agreed or permitted; and

(vii) no steps having been taken which are likely to result in the withdrawal, cancellation,

termination or modification of any licence held by any member of the Wider Ophir Group

which is necessary for the proper carrying on of its business,

in each case, to an extent or in a manner which is material in the context of the Acquisition or

which has had, or would or might reasonably be expected to have, a material and adverse effect

on the Wider Ophir Group, taken as a whole;

(i) except as Publicly Announced or fairly disclosed in Disclosed Information, Medco Global nothaving discovered:

(i) that any financial, business or other information concerning the Wider Ophir Group as

contained in the information publicly disclosed at any time by or on behalf of any member

of the Wider Ophir Group, is misleading or contains any material misrepresentation of fact

or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider Ophir Group is subject to any liability (actual or

contingent) which is not disclosed in Ophir’s annual report for the financial year ended

31 December 2017 or the interim report for the six months ended 30 June 2018;

(iii) that any member of the Wider Ophir Group, partnership, company or other entity inwhich any member of the Wider Ophir Group has a significant economic interest and

which is not a subsidiary undertaking of Ophir is subject to any liability (contingent or

otherwise) which is not disclosed in Ophir’s 2017 Annual Report; or

(iv) any information which affects the import of any information disclosed in writing at any

time by or on behalf of any member of the Ophir Group to any member of the WiderMedco Group or its advisers,

in each case to an extent or in a manner which is material in the context of the Acquisition or

material in the context of the Wider Ophir Group, taken as a whole;

43

Other issues

(j) except as Publicly Announced or fairly disclosed in Disclosed Information, Medco Global not

having discovered that:

(i) any member of the Wider Ophir Group has failed to comply in any material respect with

any or all applicable legislation or regulation, of any jurisdiction, with regard to thedisposal, spillage, release, discharge, leak or emission of any waste or hazardous substance

or any substance likely to impair the environment or harm human health or animal health

or otherwise relating to environmental matters and which non-compliance would likely give

rise to any material liability (actual or contingent), or that there has otherwise been any

such disposal, spillage, release, discharge, leak or emission (whether or not the same

constituted a non-compliance by any person with any such legislation or regulations, and

wherever the same may have taken place) any of which disposal, spillage, release,

discharge, leak or emission would be likely to give rise to any material liability (actual orcontingent) on the part of any member of the Wider Ophir Group which, in each case, is

material in the context of the Wider Ophir Group, taken as a whole;

(ii) there is, or is likely to be, any material liability (actual or contingent) of any past orpresent member of the Wider Ophir Group to make good, repair, reinstate or clean up any

property or any controlled waters now or previously owned, occupied, operated or made

use of or controlled by any such past or present member of the Wider Ophir Group,

under any environmental legislation, regulation, notice, circular or order of any Third

Party in any jurisdiction or to contribute to the cost thereof or associated therewith or

indemnify any person in relation thereto which, in each case, is material in the context of

the Wider Ophir Group, taken as a whole;

(iii) there are inadequate procedures in place to prevent persons associated with the Wider

Ophir Group from engaging in any activity, practice or conduct which would constitute an

offence under the Bribery Act 2010, as amended or any other applicable anti-corruptionlegislation;

(iv) there has been any contravention by any member of the Wider Ophir Group or anypersons associated with, or performing services on behalf of, the Wider Ophir Group, of

the Bribery Act 2010, as amended or any other applicable anti-corruption legislation;

(v) to an extent which is material in the context of the Wider Ophir Group taken as a whole,any asset of any member of the Wider Ophir Group constitutes criminal property as

defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph

(b) of that definition); or

(vi) there is, or is likely to be or expected to be, or there has been, any:

(i) claim brought against any member of the Wider Ophir Group by a person or class of

persons in respect of;

(ii) circumstances that exist whereby a person or class of persons would be likely to havea claim in respect of; or

(iii) liability (actual or contingent) of any member of the Wider Ophir Group as a resultof or relating to,

any material, chemical, product or process of manufacture or materials now or previouslyheld, used, sold, manufactured, carried out or under development, exploration or research

by any past or present member of the Wider Ophir Group where such claim or liability is

or could reasonably be expected to be material in the context of the Wider Ophir Group,

taken as a whole; and

(k) any past or present member of the Wider Ophir Group having engaged in any business with or

made any investments in, or made any payments to, (i) any government, entity or individual

with which US or European Union persons are prohibited from engaging in activities or doing

business by US or European Union laws or regulations, including the economic sanctions

administered by the United States Office of Foreign Assets Control or (ii) any government,

entity or individual targeted by any of the economic sanctions of the United Nations or theEuropean Union or any of their respective member states.

44

PART B: Certain further terms of the Scheme and the Acquisition

1 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by

reference to any other Condition.

2 Subject to the requirements of the Panel, Medco Global reserves the right to waive:

(a) any of the Conditions set out in the above Condition 1 in respect of the timing of the

Court Meeting, the General Meeting and the Scheme Court Hearing. If any such deadline

is not met, Medco Global will make an announcement by 8.00 a.m. on the Business Day

following such deadline confirming whether it has invoked or waived the relevant

Condition or agreed with Ophir to extend the deadline in relation to the relevant

Condition. In all other respects, Condition 1 cannot be waived; and

(b) all or any of Conditions 2(a) to 2(k) (inclusive), in whole or in part.

3 Medco Global shall be under no obligation to waive (if capable of waiver), to determine to beor remain satisfied or treat as fulfilled any of Conditions 2(a) to 2(k) (inclusive) by a date earlier

than the latest date for the fulfilment of that Condition, notwithstanding that the other

Conditions may at an earlier date have been waived or fulfilled and that there are, at such

earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4 Under Rule 13.5(a) of the Takeover Code, Medco Global may not invoke a condition to the

Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless

the circumstances which give rise to the right to invoke the condition are of material significance

to Medco Global in the context of the Acquisition. Condition 1 is not subject to this provision

of the Takeover Code.

5 The Scheme shall not become Effective if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme or

Acquisition constitutes a concentration with a Community dimension within the scope of

the EU Council Regulation 139/2004/EC (the ‘‘Regulation’’), the European Commissioneither initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a

competent authority in the United Kingdom under Article 9(1) of the Regulation and there

is then a Phase 2 Reference by the Competition and Markets Authority; or

(b) the Acquisition or any matter arising from or relating to the Scheme or Acquisitionbecomes subject to a Phase 2 Reference by the Competition and Markets Authority,

in each case, before the date of the Court Meeting.

6 Subject to the terms of the Co-operation Agreement, Medco Global reserves the right to elect

with the consent of the Panel (where necessary) to implement the Acquisition by way of a

Takeover Offer. In such event, the acquisition will be implemented on substantially the same

terms, subject to appropriate amendments, as those which would apply to the Acquisition. The

acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer

relates (or such lesser percentage (being more than 50 per cent.) as may be required by thePanel or that Medco Global may decide with the consent of the Panel). In such event, if

sufficient acceptances of the Takeover Offer are received and/or sufficient Ophir Shares are

otherwise acquired, it is the intention of Medco Global to apply the provisions of the

Companies Act 2006 to compulsorily acquire any outstanding Ophir Shares to which such offer

relates.

7 The Acquisition and the Scheme are governed by English law and are subject to the jurisdiction

of the courts of England and Wales, to the Conditions and to certain further terms of the

Scheme and the Acquisitions set out in this document. The Acquisition is subject to the

applicable rules and regulations of the Financial Conduct Authority, the London Stock

Exchange and the Takeover Code.

8 The availability of the Acquisition to persons not resident in the United Kingdom may be

affected by the laws of the relevant jurisdictions. Persons who are not resident in the United

Kingdom should inform themselves about and observe any applicable requirements.

9 Unless otherwise determined by Medco Global or required by the Takeover Code and permitted

by applicable law and regulation, the Acquisition is not being made, and will not be made,

directly or indirectly, in or into any Restricted Jurisdiction or by the use of the mails of, or by

any other means or instrumentality (including, without limitation, electronic mail, fax

transmission, telex, telephone, internet or other forms of electronic communication) of interstate

45

or foreign commerce of, or any facility of a national state or other securities exchange of any

other Restricted Jurisdiction and will not be capable of acceptance by any such use, means,

instrumentality or facility or from any Restricted Jurisdiction.

10 The Ophir Shares which will be acquired pursuant to the Acquisition will be acquired fully paid

and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any

other third party rights or interests whatsoever and together with all rights existing at the dateof the Rule 2.7 Announcement or attaching to such Ophir Shares at any time thereafter,

including (without limitation) the right to receive and retain, in full, all dividends and other

distributions (if any) declared, made or paid or any other return of capital (whether by way of

reduction of share capital or share premium account or otherwise) made on or after the date of

the Rule 2.7 Announcement in respect of such Ophir Shares.

11 If on or after 30 January 2019 and prior to or on the Effective Date, any dividend, distribution

or other return of value is declared, paid or made in respect of the Ophir Shares and with a

record date on or prior to the Effective Date, Medco Global reserves the right to reduce the

consideration payable for each Scheme Share under the terms of the Acquisition by the amount

per Ophir Share of such dividend, distribution or other return of value, in which case: (i) OphirShareholders would be entitled to retain any such dividend, distribution or other return of value

declared, made or paid; and (ii) any reference in this document to the consideration payable

under the terms of the Acquisition shall be deemed to be a reference to the consideration as so

reduced.

12 If and to the extent that any such dividend, distribution or other return of value has been

declared or announced but not paid or made or is not payable by reference to a record date on

or prior to the Effective Date or shall be: (i) transferred pursuant to the Acquisition on a basis

which entitles Medco Global to receive the dividend, distribution or other return of value and to

retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition shall not

be subject to change in accordance with this paragraph.

13 Any exercise by Medco Global of its rights referred to in this paragraph shall be the subject of

an announcement and, for the avoidance of doubt, shall not be regarded as constituting any

revision or variation of the Acquisition.

14 If Medco Global is required by the Panel to make an offer for Ophir Shares under the

provisions of Rule 9 of the Takeover Code, Medco Global may make such alterations to any ofthe above Conditions and terms of the Acquisition as are necessary to comply with the

provisions of that Rule.

46

PART IV

FINANCIAL AND RATINGS INFORMATION

Part A: Financial information relating to Ophir

The following sets out financial information in respect of Ophir as required by Rule 24.3 of the

Takeover Code. The documents referred to below, the contents of which have previously beenannounced through a Regulatory Information Service, are incorporated into this document by

reference pursuant to Rule 24.15 of the Takeover Code:

Financial information Reference

Trading and operations update for the

twelve-month period ending

31 December 2018

https://www.ophir-energy.com/press-release/operations-and-trading-update-2/

Trading update for the six-month

period ending 30 June 2018

https://www.ophir-energy.com/press-release/operations-and-trading-update/

Half-year results for the six-month

period ending 30 June 2018

https://www.ophir-energy.com/press-release/half-year-results-for-the-six-months-ended-30-

june-2018/

Audited consolidated accounts for the

last two financial years

https://www.ophir-energy.com/press-release/full-year-results-year-ended-31-december-2017/

https://www.ophir-energy.com/press-release/full-year-results-year-ended-31-december-2016/

Ophir will publish its preliminary financial results for the twelve-month period ending 31 December

2018 on or around 12 March 2019. In line with the Ophir Group’s normal year-end reporting

procedures, the preliminary financial results will reflect a review of the carrying value of oil and gasproperties and investments, the value of exploration and evaluation expenditures and the Ophir

Group’s oil and gas reserves as at 31 December 2018.

Part B: Ophir credit ratings information

There are no current public ratings or outlooks accorded to Ophir by any rating agencies.

Part C: Financial information relating to the Medco Group

The following sets out financial information in respect of the Medco Group as required by Rule 24.3

of the Takeover Code. The documents referred to below are incorporated into this document by

reference pursuant to Rule 24.15 of the Takeover Code:

Financial information Reference

Interim consolidated financial

statements for the nine-month period

ended 30 September 2018

http://www.medcoenergi.com/download/download_file?id=2737


statements for the six-month period

ended 30 June 2018



statements for the three-month period

ended 31 March 2018


Audited consolidated accounts for the

financial years ended 31 December

2017 and 31 December 2016



Part D: Effect of the Scheme becoming effective on the Medco Group

The Acquisition would result in the earnings, assets and liabilities of the Medco Group incorporating

the consolidated earnings, assets and liabilities of Ophir. Medco’s consolidated earnings, assets andliabilities would therefore be altered accordingly. In addition, Medco’s consolidated liabilities would

also be increased to reflect the borrowings incurred to fund the Acquisition (plus any related accrued

interest payable). As it would acquire Ophir pursuant to the Acquisition, Medco Global’s financial

results and position would also be subject to equivalent alterations.

47

Based on its unaudited condensed consolidated interim financial statements for the six months ended

30 June 2018, Ophir generated consolidated revenue of approximately US$102 million and an

operating loss of approximately US$333 million. Based on those same financial statements, as at

30 June 2018, Ophir had consolidated assets of approximately US$1,615 million and consolidatedliabilities of approximately US$528 million.

Medco expects the Acquisition of Ophir to be immediately accretive in the first full year followingCompletion to Medco’s EBITDA and net income, excluding one-time transaction related expenses,

and the pro forma net debt to EBITDA ratio following the Acquisition not to be materially different

to Medco’s current net debt to EBITDA target ratio. Additionally, Medco believes that the additional

geographical diversity provided by the Acquisition will have a positive impact on Medco’s risk profile

and so improve third party assessments of its credit position.

Part E: Medco Group credit ratings information

Prior to the commencement of the Offer Period, Medco’s long-term credit ratings were as follows:

* S&P Global Ratings issued a credit rating of ‘‘B’’ with a stable outlook. S&P Global Ratings

affirmed such rating on 7 August 2018;

* Moody’s issued a corporate family rating of ‘‘B2’’ with a positive outlook. Moody’s affirmed

such rating on 2 August 2018;

* Fitch issued a long-term rating of ‘‘B’’ with a positive outlook. Fitch affirmed such rating on

19 July 2018; and

* Pefindo issued an ‘‘idA+’’ rating with a stable outlook. Pefindo affirmed such rating on 26 April

2018.

Following the commencement of the Offer Period:

* Moody’s reaffirmed its corporate family rating of ‘‘B2’’ with a positive outlook on 1 February

2019; and

* Pefindo reaffirmed its ‘‘idA+’’ rating with a stable outlook on 15 January 2019 and on

12 February 2019.

As at the close of business on the Latest Practicable Date, S&P Global Ratings, Moody’s, Fitch and

Pefindo had not changed the above ratings.

No incorporation of website information

Save as expressly referred to herein, neither the content of Ophir’s or Medco’s website, nor the

content of any website accessible from hyperlinks on Ophir’s or Medco’s website, is incorporated into,

or forms part of, this document.

48

PART V

TAXATION

The following paragraphs relate only to certain categories of Ophir Shareholders who are resident in the

United Kingdom or the United States (or are otherwise US Holders (as defined below)). OphirShareholders or prospective Ophir Shareholders who are resident or otherwise subject to taxation in a

jurisdiction other than the United Kingdom or the United States should consult their own professional

advisers immediately.

1 United Kingdom Taxation

The comments set out below are based on current UK tax law as applied in England and Wales and

current HM Revenue & Customs (‘‘HMRC’’) practice (which may not be binding on HMRC) as at

the date of this document, both of which are subject to change at any time, possibly with

retrospective effect. They are intended as a general guide to certain limited aspects of UK tax

treatment of Ophir Shareholders in respect of the Scheme and apply only to Scheme Shareholders

resident and, in the case of an individual, domiciled or deemed domiciled for UK tax purposes in theUnited Kingdom and to whom ‘‘split year’’ treatment does not apply (except insofar as express

reference is made to the treatment of non-UK residents), who hold shares in Ophir as an investment

(otherwise than through an individual savings account or a pension arrangement) and who are the

absolute beneficial owners thereof. This discussion does not address all possible tax consequences

relating to an investment in the Scheme Shares. Certain categories of Scheme Shareholders, including

those carrying on certain financial activities, those subject to specific tax regimes or benefitting from

certain reliefs and exemptions, those connected with Ophir or the Ophir Group and those for whom

the shares are employment related securities may be subject to special rules and this summary doesnot apply to such shareholders.

The comments set out below do not constitute tax or legal advice. Ophir Shareholders or prospectiveOphir Shareholders who are in any doubt about their tax position, or who are resident or otherwise

subject to taxation in a jurisdiction outside the United Kingdom, should consult their own

professional advisers immediately.

UK Tax Consequences of the Scheme

(i) UK Tax on Chargeable Gains

The receipt by a Scheme Shareholder of cash pursuant to the Scheme will result in that Scheme

Shareholder being treated as disposing of Scheme Shares which may, depending on theshareholder’s individual circumstances (including the availability of exemptions, reliefs and/or

allowable losses), give rise to a liability to UK tax on chargeable gains.

Individual Scheme Shareholders

Subject to available reliefs or allowances, a gain arising on the disposal of Scheme Shares by an

individual Scheme Shareholder not acting as a trustee will be subject to capital gains tax at the

rate of 10 per cent. except to the extent that the gain, when it is added to the Scheme

Shareholder’s other taxable income and gains in the relevant tax year, exceeds the upper limit of

the UK basic rate income tax band (£46,350 for the tax year ending 5 April 2019, or £50,000

for the tax year ending 5 April 2020, including the personal allowance in each case), in which

case it will be taxed at the rate of 20 per cent.

The chargeable gains tax annual exemption (£11,700 for the tax year ending 5 April 2019, or

£12,000 for the tax year ending 5 April 2020) may be available to an individual Scheme

Shareholder to offset against chargeable gains realised on the disposal of their Scheme Shares(to the extent it is not otherwise utilised).

Corporate Scheme Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Scheme Shares by aScheme Shareholder within the charge to UK corporation tax will be taxed at a rate of 19 per

cent. (to the extent that they are apportioned to the tax years ending 31 March 2019 or

31 March 2020). Indexation allowance will be available in respect of the period of ownership of

the Scheme Shares up to 31 December 2017 to reduce any chargeable gain arising (but not to

create or increase any allowable loss) on the disposal of a company’s Scheme Shares.

49

(ii) UK Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’)

No UK stamp duty or SDRT will be payable by Scheme Shareholders on the transfer by them

of their Scheme Shares to Medco Global pursuant to the Scheme.

2 US Taxation

The following is a summary of certain US federal income tax consequences of the receipt of cash in

exchange for the transfer of Ophir Shares by a US Holder (as defined below) pursuant to theScheme. This summary deals only with US Holders that receive cash in exchange for Ophir Shares

pursuant to the Scheme and that hold the Ophir Shares as capital assets for US federal income tax

purposes. The discussion does not constitute tax or legal advice nor does it cover all aspects of US

federal income taxation that may be relevant to, or the actual tax effect that any of the matters

described herein will have on, the receipt of cash in exchange for Ophir Shares pursuant to the

Scheme by particular investors (including consequences under the alternative minimum tax or net

investment income tax), and does not address state, local, non-US or other tax laws. This summary

also does not address tax considerations applicable to investors that own (directly, indirectly or byattribution) 5 per cent. or more of the stock of Ophir by vote or value, nor does this summary

discuss all of the tax considerations that may be relevant to certain types of investors subject to

special treatment under the US federal income tax laws (such as certain financial institutions,

insurance companies, individual retirement accounts and other tax deferred accounts, tax exempt

organisations, dealers or traders in securities or currencies that use a mark-to-market method of tax

accounting, investors that hold the Ophir Shares as part of straddles, hedging transactions or

conversion transactions for US federal income tax purposes, persons that have ceased to be US

citizens or lawful permanent residents of the United States, investors holding Ophir Shares inconnection with a trade or business conducted outside of the United States, US citizens or lawful

permanent residents living abroad, investors whose functional currency is not the US dollar or

investors who have made a mark-to-market or qualified electing fund election).

As used herein, the term ‘‘US Holder’’ means a beneficial owner of Ophir Shares that is, for US

federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a

corporation created or organised under the laws of the United States or any State thereof; (iii) an

estate the income of which is subject to US federal income tax without regard to its source; or (iv) a

trust if a court within the United States is able to exercise primary supervision over the

administration of the trust and one or more US persons have the authority to control all substantialdecisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal

income tax purposes.

The US federal income tax treatment of a partner in an entity or arrangement treated as a

partnership for US federal income tax purposes that holds Ophir Shares will depend on the status of

the partner and the activities of the partnership. Prospective participants in the Scheme that are

entities or arrangements treated as partnerships for US federal income tax purposes should consult

their tax advisers concerning the US federal income tax consequences to them and their partners of

participating in the Scheme.

This summary assumes that Ophir will not, and Ophir expects that it will not, announce, declare,make or pay any dividend or other distribution with respect to the Ophir Shares prior to the

Effective Date. If a dividend or other distribution were to be announced, declared, made or paid,

then the consequences of the Scheme could be different than as described below.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of

1986, as amended, its legislative history, existing and proposed regulations thereunder, published

rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly

with retroactive effect.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW ISFOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PARTICIPANTS SHOULD

CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO

THEM OF PARTICIPATING IN THE SCHEME, INCLUDING THE APPLICABILITY AND

EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES

IN TAX LAW.

50

Treatment of the Scheme

Subject to the passive foreign investment company (‘‘PFIC’’) rules discussed below, upon the receipt

by a US Holder of cash pursuant to the Scheme, a US Holder will recognise capital gain or loss forUS federal income tax purposes equal to the difference, if any, between the amount of cash received

and the US Holder’s adjusted tax basis in the Ophir Shares transferred pursuant to the Scheme, in

each case as determined in US dollars. This capital gain or loss will be long-term capital gain or loss

if the US Holder’s holding period in the Ophir Shares exceeds one year on the Effective Date. Any

gain or loss generally will be US source for foreign tax credit purposes. The deductibility of capital

losses is subject to various limitations. US Holders should consult their own tax advisers about how

to account for consideration received pursuant to the Scheme that is not paid in US dollars.

Passive Foreign Investment Company Considerations

In general, a non-US corporation will be a PFIC for US federal income tax purposes for any taxableyear in which, after taking into account the income and assets of the corporation and certain

subsidiaries pursuant to applicable ‘‘look-through rules’’, either: (i) at least 75 per cent. of its gross

income is ‘‘passive income’’; or (ii) at least 50 per cent. of the average quarterly value of its assets is

attributable to assets which produce passive income or are held for the production of passive income.

Passive income generally includes interest, income equivalent to interest, rents, dividends, royalties and

certain capital gains.

Ophir believes that it was a PFIC for the years ending 31 December 2011, 2012 and 2013 but does

not believe that it was a PFIC for the year ending 31 December 2015. However, it has not made a

determination regarding its PFIC status for any other year and no assurance can be given that it was

not a PFIC in any year or will not be a PFIC for its current taxable year. If Ophir were a PFIC forany year during which a US Holder held Ophir Shares, Ophir will generally continue to be treated as

a PFIC with respect to that US Holder for all succeeding years during which the US Holder held

Ophir Shares, even if Ophir ceased to meet the threshold requirements for PFIC status.

If Ophir is or has been a PFIC in any year in which a US Holder held Ophir Shares, except to the

extent the US Holder made a timely and effective ‘‘mark-to-market’’ election, such US Holders of

Ophir Shares generally would be subject to special tax rules with respect to any gain recognised on

the receipt of cash pursuant to the Scheme. However, any loss would not be subject to these special

rules and instead would be subject to the rules described above under ‘‘Treatment of the Scheme’’.

Under these special tax rules: (i) such gain is allocated rateably over the US Holder’s holding period

for the Ophir Shares; (ii) amounts allocated to the current taxable year and any taxable years in theUS Holder’s holding period prior to the first taxable year in such holding period in which Ophir was

classified as a PFIC (a ‘‘pre-PFIC year’’) will be subject to tax as ordinary income; and (iii) amounts

allocated to each other taxable year in such holding period, other than the current taxable year or a

pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the US Holder for

that year, and such amounts will be increased by an addition to tax equal to interest on the resulting

tax deemed deferred with respect to such years.

US Holders should consult their tax advisers concerning Ophir’s PFIC status for any taxable year

and the tax considerations relevant to a disposition of stock in a PFIC.

Backup Withholding and Information Reporting

The Scheme and payments of consideration with respect to Ophir Shares by a US paying agent or

other US intermediary will be reported to the US Internal Revenue Service and to the US Holder asmay be required under applicable regulations. Backup withholding may apply to these payments if the

US Holder fails to provide an accurate taxpayer identification number or certification of exempt

status or fails to comply with applicable certification requirements. Certain US Holders are not

subject to backup withholding. The amount of any backup withholding from a payment to a US

Holder will be allowed as a credit against the holder’s US federal income tax liability and may entitle

it to a refund, provided that the required information is timely furnished to the US Internal Revenue

Service. US Holders should consult their tax advisers about these rules and any other reporting

obligations that may apply to the Scheme or the receipt of consideration.

51

PART VI

ADDITIONAL INFORMATION

1 Responsibility statements

1.1 The Ophir Directors, whose names are set out in paragraph 2.1 below, accept responsibility for

the information (and expressions of opinion) contained in this document other than the

information (and expressions of opinion) for which responsibility is taken by others pursuant

to paragraph 1.2 of this Part VI. To the best of the knowledge and belief of the Ophir

Directors (who have taken all reasonable care to ensure that such is the case), the information

(and expressions of opinion) contained in this document for which they are responsible is in

accordance with the facts and does not omit anything likely to affect the import of such

information (and expressions of opinion).

1.2 The Medco Global Directors, the Medco Directors, and the Medco Commissioners, whose

names are set out in paragraphs 2.3, 2.5 and 2.6 below, respectively, accept responsibility for

the information (and expressions of opinion) contained in this document relating to Medco,

Medco Global, the Medco Group, the Enlarged Group, the Medco Global Directors, the

Medco Directors, the Medco Commissioners and their respective close relatives and the related

trusts and companies and persons acting, or presumed to be acting, in concert with Medco or

Medco Global (as such term is defined in the Takeover Code), including, but not limited to,

the background to and reasons for the Acquisition, Medco’s intentions and strategic plans forOphir’s business, employees, pension schemes and the Enlarged Group, the financial effects of

the Acquisition on Medco and the Medco Group, information relating to Medco and Medco

Global, the financing of the Acquisition and cash confirmation, the financial information

relating to the Medco Group and/or incorporated by reference into this document, credit

ratings information for the Medco Group, Acquisition related arrangements entered into by the

Medco and/or Medco Global, material contracts entered into by the Medco Group, and

Medco and Medco Global’s fees and expenses. To the best of the knowledge and belief of the

Medco Global Directors, the Medco Directors and the Medco Commissioners (who have takenall reasonable care to ensure that such is the case), the information (and expressions of

opinion) contained in this document for which they are responsible is in accordance with the

facts and does not omit anything likely to affect the import of such information (and

expressions of opinion).

2 Directors and registered offices

2.1 The Ophir Directors and their respective functions are:

Name Position held

William (Bill) Schrader Non-Executive Chairman

Alan Booth Executive Director & Interim Chief Executive Officer

Anthony (Tony) Rouse Executive Director & Chief Financial Officer

Dr Carol Bell Senior Independent Director

Dr Adel Chaouch Independent Non-Executive Director

David Davies Independent Non-Executive Director

Vivien Gibney Independent Non-Executive Director

Dr Carl Trowell Independent Non-Executive Director

2.2 Ophir’s registered office is at Level 4, 123 Victoria Street, London SW1E 6DE, United

Kingdom and its telephone number is +44 (0)20 7811 2400. The Company Secretary of Ophir

is Philip Laing.

2.3 The Medco Global Directors and their respective functions are:

Name Position held

Yoo Loo Ping Director

Amri Siahaan Director

Sanjeev Bansal Director

Roberto Lorato Director

52

2.4 Medco Global’s registered office is 38 Beach Road, #2-11, South Beach Tower, Singapore

189767 and its telephone number is +65 6837 1502. The Corporate Secretary of Medco Global

is Yvonne Ang Ruey Shya.

2.5 The Medco Directors and their respective functions are:

Name Position held

Hilmi Panigoro President Director

Roberto Lorato Director & Chief Executive OfficerRonald Gunawan Director & Chief Operating Officer

Anthony R. Mathias Director & Chief Financial Officer

Amri Siahaan

Director & Chief Human Capital & Business Support

Officer

2.6 The Medco Commissioners and their respective functions are:

Name Position held

Muhammad Lufti President Commissioner

Marsillam Simandjuntak Independent Commissioner

Yani Y. Rodyat Commissioner

Bambang Subianto Independent Commissioner

Yaser Raimi A. Panigoro Commissioner

2.7 Medco’s registered office is The Energy Building, 53rd Floor, SCBD Lot 11A, Jl. Jend.

Sudirman, Jakarta 12190, Indonesia and its telephone number is +62 21 2995 3000. The

Company Secretary of Medco is Siendy K. Wisandana.

3 Middle market quotations

Set out below are the closing middle market quotations of Ophir Shares as derived from the

Daily Official List on:

(i) the first Business Day of each of the six months immediately prior to the date of this

document;

(ii) 28 December 2018 (being the last Business Day before the commencement of the Offer

Period); and

(iii) the Latest Practicable Date: 27 February 2019.

Date

Ophir Share

(pence)

3 September 2018 40.30

1 October 2018 38.00

1 November 2018 41.85

3 December 2018 33.85

28 December 2018 33.20

2 January 2019 46.001 February 2019 55.00

27 February 2019 55.40

Please note that past performance of securities is no guide to their future performance and theinformation provided in this paragraph 3 is historical and not forward-looking.

53

4 Significant Medco shareholders

4.1 As at 27 February 2019, the persons who hold a direct interest of five per cent. or more in the

issued share capital of Medco are as follows:

Name Registered address

Number of

Medco shares

Approx.percentage issued

share capital of

Medco

PT Medco Daya Abadi Lestari The Energy Building,

53rd Floor, SCBD Lot

11A, Jl. Jend. Sudirman,

Jakarta 12190, Indonesia

8,959,891,262 50.24%

Diamond Bridge Pte. Ltd. 150 South Bridge Road

a11-04, Fook HaiBuilding, Singapore058727

3,830,690,801 21.48%

4.2 Medco Daya Abadi Lestari (‘‘Medco Daya’’) is an Indonesian company which is wholly-owned

by the Panigoro family and controlled by Mr Arifin Panigoro. Medco Daya also holds

interests in two operating oil & gas blocks, South Natuna Sea Block B (35 per cent.) and

Block A Aceh (15 per cent.), both operated by Medco.

4.3 Mr Arifin Panigoro is the founder of the Medco Group, who began his time in the oil and gas

industry in 1980. In 1998, Mr Arifin Panigoro withdrew from Medco’s management and hassince become an adviser, notably in identifying new oil and gas business opportunities. In

addition to its interests in Medco Daya, the Panigoro family owns and controls PT Medco

Duta, which holds a further 33,244,500 shares (approximately 0.19 per cent. of the issued share

capital of Medco), and PT Multifabrindo Gemilang, which holds a further 8 million shares

(approximately 0.04 per cent. of the issued share capital of Medco). In addition, and apart

from his shareholding in Medco Daya, Mr Arifin Panigoro owns interests in coal mining,

water transportation, palm oil and real estate assets.

4.4 Diamond Bridge Pte Ltd. (‘‘Diamond Bridge’’) is a Singaporean company. Medco understands

that Diamond Bridge is a holding company controlled by Mr Anthony Salim, which does not

conduct any other business, but has been unable to confirm this with Diamond Bridge.

5 Persons acting in concert

5.1 The persons who, for the purposes of the Takeover Code, are acting in concert with Ophir in

addition to the Ophir Directors (including members of their immediate families, close relatives

and related trusts) and members of the Ophir Group and any other persons disclosed in

paragraph 7 of this Part VI as such, are:

Name

Individual or, if

company, type of

company Registered address Relationship with Ophir

Morgan Stanley Financial Services 25 Cabot Square,

Canary Wharf,

London E14 4AD

Financial Adviser and

Corporate Broker

Lambert Energy Advisory Financial Services 17 Hill Street,

London W1J 5LJ

Financial Adviser

Investec Financial Services 30 Gresham Street,

London EC2V 7QP

Corporate Broker

54

5.2 The persons who, for the purposes of the Takeover Code, are acting in concert with Medco

Global in addition to the Medco Global Directors, Medco Directors and Medco

Commissioners (including members of their immediate families, close relatives and related

trusts) and members of the Medco Group and any other persons disclosed in paragraphs 4 and7 of this Part VI as such, are:

Name

Individual or, if

company, type of

company Registered address

Relationship with

Medco Global

Standard Chartered Bank Financial Services 1 Basinghall Avenue,

London EC2V 5DD

Financial Adviser

Peel Hunt LLP Financial Services Moor House, 120

London Wall,

London EC2Y 5ET

Corporate Broker

6 Irrevocable undertakings from Ophir Directors

6.1 The following Ophir Directors, being all those Ophir Directors who hold Ophir Shares, have

irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special

Resolution at the General Meeting (or in the event that the Acquisition is implemented by way

of a Takeover Offer, to accept the Takeover Offer) in respect of all of the Ophir Shares of

which they are the respective beneficial holders, totalling 984,271 Ophir Shares, representing inaggregate approximately 0.14 per cent. of Ophir’s issued share capital as at the close of

business on the Latest Practicable Date.

Name(1)Number of

Ophir Shares(2)

Percentage of

existing issued

share capital(3)

William (Bill) Schrader 77,700 0.01%

Alan Booth 378,283 0.05%

Anthony (Tony) Rouse 337,775 0.05%

Dr Carol Bell 39,194 0.01%David Davies 130,819 0.02%

Vivien Gibney 20,500 0.00%

Total 984,271 0.14%

Notes:

(1) Dr Carl Trowell and Dr Adel Chaouch do not hold any interests in Ophir Shares and therefore have not entered intoirrevocable undertakings.

(2) The undertakings and numbers referred to in this table refer only to those Ophir Shares to which the relevant OphirDirector is beneficially entitled and any Ophir Shares that such Ophir Director is otherwise able to control the exercise of interms of the rights attaching to such share, including the ability to procure the transfer of such share.

(3) Percentage calculated based on Ophir’s issued ordinary share capital as at the close of business on the Latest PracticableDate.

6.2 The obligations of the Ophir Directors remain binding if a higher competing offer for Ophir is

made, but will cease to be binding:

6.2.1 if the Acquisition is not completed on or prior to the Long Stop Date; or

6.2.2 if the Scheme or, if applicable, the Takeover Offer lapses or is withdrawn in accordance

with its terms and no new, revised or replacement Scheme or Takeover Offer is or has

been announced by Medco in accordance with Rule 2.7 of the Takeover Code at the

same time.

55

7 Interests and dealings

7.1 Definitions

For the purposes of this paragraph 7:

(a) ‘‘acting in concert’’ with Medco Global or Ophir, as the case may be, means any such

person acting or deemed to be acting in concert with Medco Global or Ophir, as thecase may be, for the purposes of the Takeover Code;

(b) ‘‘arrangement’’ includes indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature relating to relevant securities

which may be an inducement to deal or refrain from dealing;

(c) ‘‘dealing’’ or ‘‘dealt’’ includes:

(i) acquiring or disposing of relevant securities, of the right (whether conditional or

absolute) to exercise or direct the exercise of the voting rights attaching to relevantsecurities, or of general control of relevant securities;

(ii) taking, granting, acquiring, disposing of, entering into, closing out, terminating,exercising (by either party) or varying an option (including a traded option

contract) in respect of any relevant securities;

(iii) subscribing or agreeing to subscribe for relevant securities;

(iv) exercising or converting, whether in respect of new or existing securities, any

relevant securities carrying conversion or subscription rights;

(v) acquiring, disposing of, entering into, closing out, exercising (by either party) any

rights under, or varying, a derivative referenced, directly or indirectly, to relevantsecurities;

(vi) entering into, terminating or varying the terms of any agreement to purchase orsell relevant securities;

(vii) the redemption or purchase of, or taking or exercising an option over, any relevant

securities in Medco Global or Ophir; and

(viii) any other action resulting, or which may result, in an increase or decrease in the

number of relevant securities in which a person is interested or in respect of whichhe has a short position;

(d) ‘‘derivative’’ means any financial product whose value, in whole or in part, isdetermined, directly or indirectly, by reference to the price of an underlying security;

(e) ‘‘Disclosure Date’’ means the close of business on 27 February 2019 (being the Latest

Practicable Date);

(f) ‘‘Disclosure Period’’ means the period commencing on 31 December 2017 (being the date

12 months prior to the commencement of the Offer Period) and ending on theDisclosure Date;

(g) ‘‘Medco Global relevant securities’’ means relevant securities of Medco Global (such termhaving the meaning given to it in the Takeover Code in relation to the offeror);

(h) ‘‘Ophir relevant securities’’ means relevant securities of Ophir (such term having the

meaning given to it in the Takeover Code in relation to the offeree), including OphirShares and securities of Ophir carrying conversion or subscription rights into Ophir

Shares;

(i) references to a person having an ‘‘interest’’ in Ophir relevant securities or Medco Global

relevant securities (as applicable) has the meaning given in the Takeover Code; and

(j) ‘‘short position’’ means any short position (whether conditional or absolute and whether

in the money or otherwise) including any short position under a derivative, any

agreement to sell or any delivery obligation or right to require another person to

purchase or take delivery.

56

7.2 Interests in relevant securities

As at the close of business on the Disclosure Date:

7.2.1 Ophir Directors’ interests

(a) the following Ophir Directors (including members of their immediate families, close

relatives and related trusts) had an interest in, a right to subscribe in or a short

position in certain Ophir relevant securities. The nature of the interests or rights

concerned and number of Ophir relevant securities to which these apply are listedbelow:

As at the Latest Practicable Date

Name of Director

Nature of interest

or rights concerned

Number of Ophir

relevant securities

William (Bill) Schrader(1) Ophir Shares 77,700

Alan Booth(2) Ophir Shares 378,283

Anthony (Tony) Rouse(3) Ophir Shares 337,775

Dr Carol Bell(4) Ophir Shares 39,194Dr Adel Chaouch Ophir Shares 0

David Davies(5) Ophir Shares 130,819

Vivien Gibney Ophir Shares 20,500

Dr Carl Trowell Ophir Shares 0

Notes:

(1) William (Bill) Schrader holds a beneficial interest in 77,700 Ophir Shares. The legal interest is held byVidacos Nominees Limited.

(2) Alan Booth holds a beneficial interest in 378,283 Ophir Shares. The legal interest in 325,000 of theseshares is held by Interactive Investor Services Nominees Limited, and the legal interest in the other 53,283shares is held by Lawshare Nominees Limited.

(3) Anthony (Tony) Rouse holds a beneficial interest in 326,722 Ophir Shares and his spouse, Claudia Rouse,holds a beneficial interest in 11,053 Ophir Shares. The legal interest in all of these shares is held byHargreaves Lansdown Nominees Limited.

(4) Dr Carol Bell holds a beneficial interest in 39,194 Ophir Shares. The legal interest is held by PlatformSecurities Nominees Limited.

(5) David Davies holds a beneficial interest in 130,819 Ophir Shares. The legal interest is held by BarclaysDirect Investing Nominees Limited.

(b) none of the Ophir Directors or their respective related parties had any outstandingoptions over Ophir relevant securities under the Ophir Share Schemes;

(c) no other persons acting in concert with Ophir had an interest in, a right tosubscribe in or a short position in any Ophir relevant securities;

(d) Ophir did not have an interest in, a right to subscribe in or a short position inany Medco Global relevant securities; and

(e) none of the Ophir Directors (including members of their immediate families, close

relatives and related trusts) had an interest in, a right to subscribe in or a short

position in any Medco Global relevant securities.

Save as disclosed in this paragraph 7, no Ophir Director, nor their immediate families,

nor any person connected with any Ophir Director has any interests (beneficial or non-

beneficial) in the share capital of Ophir or any of its subsidiaries.

7.2.2 Medco and Medco Global

As at the close of business on the Latest Practicable Date, save for the Irrevocable

Undertakings, none of Medco, Medco Global or any of their directors or, so far as the

Medco Directors, the Medco Commissioners and the Medco Global Directors are

aware, any person acting, or deemed to be acting, in concert with Medco or Medco

Global:

(a) had an interest in, or right to subscribe for, relevant securities of Ophir;

57

(b) had any short position in (whether conditional or absolute and whether in the

money or otherwise), including any short position under a derivative, any

agreement to sell or any delivery obligation or right to require another person to

purchase or take delivery of, relevant securities of Ophir;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of

Acquisition in respect of relevant securities of Ophir; or

(d) had borrowed or lent any Ophir Shares.

Furthermore, save for the Irrevocable Undertakings, no arrangement exists

between: (i) Medco, Medco Global or any of its Associates; and (ii) Ophir, in

relation to Ophir Shares. For these purposes, an ‘‘arrangement’’ includes any

indemnity or option arrangement, any agreement or any understanding, formal or

informal, of whatever nature, relating to Ophir Shares which may be an

inducement to deal or refrain from dealing in such securities.

7.3 Dealings in relevant securities

7.3.1 Between the commencement of the Offer Period and close of business on the Disclosure

Date, Ophir has not redeemed nor purchased any Ophir relevant securities.


Date, Ophir and the Ophir Directors (including members of their immediate families,close relatives and related trusts) have not dealt in Ophir relevant securities or Medco

Global relevant securities.


Date, no persons acting, or presumed to be acting, in concert with Ophir have dealt in

Ophir relevant securities.

7.3.4 During the Disclosure Period, Medco Global and the Medco Global Directors

(including members of their immediate families, close relatives and related trusts) have

not dealt in Ophir relevant securities.

7.3.5 During the Disclosure Period, no persons acting, or presumed to be acting, in concert

with Medco Global have dealt in Ophir relevant securities.

7.4 Interests and dealings – general

Save as disclosed in this paragraph 7:

7.4.1 none of:

(a) Ophir;

(b) the Ophir Directors or their respective related parties; or

(c) any person acting in concert with Ophir,

had an interest in, a right to subscribe in respect of, or any short position in relation to

Ophir relevant securities (whether conditional or absolute and whether in the money or

otherwise), including any short position under a derivative, any agreement to sell or any

delivery obligations or right to require another person to purchase or take delivery, nor

had any of the persons referred to above dealt in any Ophir relevant securities between

the commencement of the Offer Period and close of business on the Disclosure Date;

7.4.2 none of:

(a) Medco Global or Medco;

(b) the Medco Global Directors, the Medco Directors, the Medco Commissioners, or

their respective related parties; or

(c) any person acting in concert with Medco Global,

had an interest in, a right to subscribe in respect of, or any short position in relation toOphir relevant securities (whether conditional or absolute and whether in the money or

otherwise), including any short position under a derivative, any agreement to sell or any

delivery obligations or right to require another person to purchase or take delivery, nor

had any of the persons referred to above dealt in any Ophir relevant securities during

the Disclosure Period; and

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7.4.3 as at the close of business on the Disclosure Date:

(a) save for the irrevocable undertakings described in paragraph 6 of this Part VI,neither Ophir nor any person acting in concert with Ophir has any arrangement

(as defined in paragraph 7.1 of this Part VI);

(b) save for the irrevocable undertakings described in paragraph 6 of this Part VI,

neither Medco Global nor any person acting in concert with Medco Global has

any arrangement (as defined in paragraph 7.1 of this Part VI);

(c) no person with whom Ophir or any person acting in concert with Ophir has an

arrangement (as defined in paragraph 7.1 of this Part VI) had an interest in or a

right to subscribe for, or had any short position in relation to, any relevant Ophir

securities, nor had any such person dealt in any relevant Ophir securities since the

start of the Offer Period;

(d) no person with whom Medco Global or any person acting in concert with Medco

Global has an arrangement (as defined in paragraph 7.1 of this Part VI) had an

interest in or a right to subscribe for, or had any short position in relation to, any

relevant Ophir securities, nor had any such person dealt in any relevant Ophir

securities during the Disclosure Period;

(e) none of Ophir or any person acting in concert with Ophir has borrowed or lentany Ophir relevant securities (including for these purposes any financial collateral

arrangements) since the start of the Offer Period, save for any borrowed shares

which have been either on-lent or sold; and

(f) none of Medco Global or any person acting in concert with Medco Global has

borrowed or lent any Ophir relevant securities (including for these purposes any

financial collateral arrangements) during the Disclosure Period, save for anyborrowed shares which have been either on-lent or sold.

8 Significant change in financial or trading position of Ophir

Other than as disclosed below, there has been no significant change in the financial or trading

position of the Ophir Group since 30 June 2018, being the end of the six-month period of the Ophir

Group’s unaudited half year results. The Ophir Group will report its 2018 full-year results on or

around 12 March 2019.

On 6 September 2018, Ophir announced the completion of the acquisition of certain Southeast Asian

producing assets from Santos. Details of the transaction and financing agreements relating to the

acquisition are disclosed in paragraph 11.1 of this Part VI. The Ophir Group’s results for the 2018

full-year will include the trading results of the acquired assets from the acquisition date.

On 13 September 2018, the Ophir Group announced its results for the six months ended 30 June

2018 which included, amongst other things: (i) impairments and write-offs totalling US$358 million,including a US$310 million impairment in relation to the Fortuna asset; and (ii) a loss of $375

million from continuing operations after taxation for the 2018 half-year. On the same date, the Ophir

Group announced; (i) a strategic update, including a rebalancing of Ophir’s portfolio towards a larger

Asian production and cash flow base with the aim of building a stable, self-financing exploration and

production company; and (ii) its intention to relocate its corporate headquarters to Asia. The Ophir

Group’s results for the 2018 full-year will include certain provisions associated with such relocation.

On 12 December 2018, the Ophir Group announced the increase of the RBL Facility by US$100

million to US$350 million and an extension to the maturity of the RBL Facility by 18 months to

31 December 2025. As disclosed in further detail in paragraph 11 of this Part VI, the additional

US$100 million that was made available under the RBL Facility was applied towards refinancing the

Bridge Facility.

On 31 December 2018, Ophir announced the additional non-cash impairment of the Fortuna assetresulting from receipt of notification from the Equatorial Guinea Ministry of Mines and

Hydrocarbons that the Block R PSC will not be extended following expiry of the licence on

31 December 2018, which is expected to be around US$300 million in Ophir’s full year financial

results and which is in addition to and follows the US$310 million impairment taken in the half year

results reported on 13 September 2018.

59

Following the decision to withdraw from exploration blocks A5 and AD-3 in Myanmar, the balance

sheet as at 31 December 2018 will include a write-off of the carrying value of Myanmar (which was

US$41 million as at 30 June 2018).

9 Service contracts and letters of appointment of the Ophir Directors

9.1 Save for the service contracts described below, there are no existing or proposed service

contracts between any Ophir Director or proposed director of Ophir and Ophir and its

subsidiary undertakings.

Except as described in this paragraph 9 of this Part VI, no service contracts for directors have

been entered into or amended in the six months before the date of this document.

9.2 Notwithstanding any contractual entitlements the Executive Directors have under their service

contracts, any remuneration is paid to them in accordance with the terms of the Directors’

remuneration policy approved by Ophir Shareholders from time to time. The current policy,

which was approved by the Ophir Shareholders at Ophir’s AGM held on 10 May 2016 (the

‘‘Directors’ Remuneration Policy’’), can be found on Ophir’s website (www.ophir-energy.com).

Alan Booth (Interim Chief Executive Officer) and Anthony (Tony) Rouse (Chief Financial

Officer) are the Executive Directors of Ophir and are employed by Ophir. A summary of theirservice contracts is set out below:

Name

Continuous

employment

start date

Service

contract date

Current

salary per

annum (£)

Notice by

Ophir

(months)

Notice by

Executive

Director

(months)

Alan Booth 18 May 2018 26 June 2018(1) 550,000 6(2) 6(2)

Anthony (Tony) Rouse 1 October 2014 27 January 2016 325,000 12 12

Notes:

(1) Amended on 30 January 2019.

(2) The notice period reduces from six months to three months on and from the date on which any offer to acquire the entireissued and to be issued share capital of Ophir becomes effective.

On 30 January 2019, the terms of Alan Booth’s service contract were amended (the

‘‘Amendment Agreement’’) to increase the period of notice to be given by either party to

terminate the employment from one month to six months (reducing to three months on and

from the date on which any offer to acquire the entire issued and to be issued share capital ofOphir becomes effective).

9.3 Termination provisions

Payment in lieu of notice

Ophir may terminate the Executive Directors’ employment immediately by making a paymentin lieu of notice of basic salary only. In respect of Tony Rouse, Ophir may make any payment

in lieu of notice in equal monthly instalments subject to a reduction to reflect the amount of

alternative income received by him in the notice period.

Summary termination

Ophir may terminate the Executive Directors’ employment without notice (or payment in lieu

of notice) in certain circumstances (for example, if the Executive Directors are in serious

breach of the terms of their service agreement or guilty of any gross misconduct).

Garden leave and post-termination restrictions

Ophir has the right to put the Executive Directors on garden leave during their notice periods

(subject to a maximum period of six months for Tony Rouse). During any period of garden

leave, the Executive Directors are entitled to be paid salary and contractual benefits (excluding

bonus).

The Executive Directors are subject to certain restrictions (for example, restrictions on

competing with the business of Ophir and soliciting its staff) during the six-month period (less

any time spent on garden leave) following the termination of their employment.

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9.4 Benefits

Tony Rouse is entitled to be considered for a discretionary bonus or to participate in any

applicable bonus scheme which the Ophir Board puts in place for Executive Directors, subjectto such conditions as the Board may in its discretion determine from time to time. Mr Rouse’s

maximum bonus opportunity under the Directors’ Remuneration Policy is 50 per cent. of gross

annual salary (notwithstanding the maximum bonus opportunity under his service contract is

150 per cent. of his gross annual salary). Any bonus payments made to Mr Rouse are purely

discretionary and are subject to the satisfaction of certain key performance indicators as

determined by the Board and the rules of any applicable bonus scheme from time to time.

Pursuant to the Amendment Agreement, Alan Booth became eligible for consideration for an

annual bonus from 1 January 2019, subject to the rules of the applicable bonus scheme from

time to time and to a maximum annual bonus opportunity not exceeding 50 per cent. of his

gross annual salary. For 2019, the amount of the bonus will be determined on the same basis

as Tony Rouse’s bonus. Prior to 1 January 2019, Alan Booth was not entitled to receive any

bonus or incentive award.

Benefits

Tony Rouse is entitled to the following benefits: travel insurance, holiday pay, medical

evacuation insurance, sick leave cover, health insurance, life assurance, and income protection.

Pursuant to the Amendment Agreement, Alan Booth became entitled to the same benefits as

Tony Rouse with effect from 30 January 2019.

The value of the benefits provided to Tony Rouse in the financial year to 31 December 2018

was £11,117. Alan Booth received no benefits in the financial year to 31 December 2018.

Pensions

Ophir contributes 11 per cent. of Tony Rouse’s base salary to personal pension arrangements.

Pursuant to the Amendment Agreement, from 1 January 2019 Alan Booth became entitled to a

cash allowance in lieu of pension of 11 per cent. of his base salary. Before this date, AlanBooth had elected not to enrol in the pension scheme offered to him by Ophir.

9.5 There are six(1) Non-Executive Directors as follows:

Name Title

Date of

commencement

of appointment Initial term(2)Total fees

per year

William (Bill) Schrader Non-Executive

Chairman

18 February 2013 3 years 140,000

Dr Carol Bell Senior Independent

Director

3 March 2015 3 years 80,000(3)(4)

David Davies Independent Non-

Executive Director

23 August 2016 3 years 75,000(4)

Vivien Gibney Independent Non-

Executive Director

14 August 2013 3 years 75,000(4)

Dr Carl Trowell Independent Non-

Executive Director

23 August 2016 3 years 75,000(4)

Dr Adel Chaouch Independent Non-

Executive Director

15 January 2019 3 years 70,000

Notes:

(1) Alan Booth was an Independent Non-Executive Director until his appointment to the position of Interim Chief ExecutiveOfficer on 18 May 2018. He commenced his appointment as Independent Non-Executive Director on 24 April 2013 for aninitial term of 3 years.

(2) After the end of the initial term, reappointment is typically for a further three-year period. All Non-Executive Directorsare subject to reappointment annually at Ophir’s AGM and if they are not reappointed, their term automaticallyterminates without compensation.

(3) Includes a Senior Independent Director fee of £5,000 per annum.

(4) Includes a Board Committee’s Chairmanship fee of £5,000 per annum.

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9.6 Under each letter of appointment, the appointment takes effect from the date that the Non-

Executive Director signs the letter of appointment or the date specified in the letter of

appointment and each Non-Executive Director is expected to serve an initial three-year term

from the date of their appointment. If the appointment is renewed at the end of the initialperiod, such renewal is for a further three-year term.

9.7 Ophir may terminate the appointment of the Chairman and the other Non-Executive Directors,

without payment of any compensation: (i) if they commit any material breach of their

obligations, commit any gross default or misconduct affecting the business of Ophir or the

Ophir Group or are guilty of conduct tending to bring themselves or Ophir or any member of

the Ophir Group into disrepute during the term of their appointment; and (ii) for failure to be

re-elected at an AGM.

9.8 The Chairman and Non-Executive Directors are not entitled to participate in Ophir’s executive

remuneration programmes or pension arrangements.

9.9 The Directors and officers of Ophir have the benefit of directors and officers insurance from

Ophir out of Ophir’s funds against: (i) any liability incurred by or attaching to the Director or

officer in connection with any negligence, default, breach of duty or breach of trust by them in

relation to Ophir or any associated company; and (ii) any other liability incurred by or

attaching to the Director or officer in the actual or purported execution and/or discharge oftheir duties and/or the exercise or purported exercise of their powers and/or otherwise in

relation to or in connection with their duties, powers or office other than certain excluded

liabilities.

10 Acquisition related arrangements

10.1 Confidentiality Agreement

Medco and Ophir entered into the Confidentiality Agreement dated on 19 November 2018

pursuant to which each of Medco and Ophir agreed, among other things: (i) not to take

certain actions in connection with the Acquisition prior to 11:59 p.m. on 31 December 2018;and (ii) to keep confidential information about the other party and not to disclose it to third

parties (other than permitted recipients) unless required by law or regulation.

These confidentiality obligations will remain in force for a period of two years from the date

of the Confidentiality Agreement.

10.2 Co-operation Agreement

Medco Global and Ophir have entered into the Co-operation Agreement dated 30 January

2019, pursuant to which: (i) Medco Global and Ophir have agreed to certain undertakings to

co-operate to secure the regulatory clearances and authorisations in connection with certain

Conditions; (ii) Ophir has confirmed certain matters relating to the Ophir Share Schemes and

certain other existing employee incentivisation arrangements; and (iii) Medco Global has given

certain undertakings in respect of Ophir Group employees.

The Co-operation Agreement also records the intention to implement the Acquisition by way

of the Scheme (for which purposes, Medco Global agreed to provide Ophir with certain

information for inclusion in this document, together with assistance and access in connection

with its preparation), subject to Medco Global having the right to implement the Acquisition

by way of a Takeover Offer in certain circumstances.

The Co-operation Agreement shall be terminated with immediate effect, inter alia, if: (i) the

parties agree in writing; (ii) the Acquisition, with the permission of the Panel, is withdrawn orlapses in accordance with its terms (other than in certain limited circumstances); or (iii) the

Ophir Board withdraws its recommendation for the Scheme and Medco Global provides

written notice to Ophir.

11 Material contracts – Ophir

Save as disclosed below, no contracts (otherwise than in the ordinary course of business) have

been entered into by Ophir and members of the Ophir Group since 31 December 2016 (being

the date two years prior to the commencement of the Offer Period) and which are, or may be,

material to the Ophir Group as at the date of this document.

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11.1 The Santos Acquisition Agreements

As part of the transaction to acquire certain assets from Santos in 2018, Ophir and Jaguar 2

each entered into the following agreements:

11.1.1 the share sale and purchase agreement with Santos (UK) Limited and Santos

International dated 3 May 2018 (as amended and restated for non-material amends on

3 August 2018), under which Jaguar 2 agreed to purchase and Santos (UK) Limited

agreed to sell the entire issued share capital of Santos Petroleum Ventures B.V., which

holds a 31.875 per cent. non-operated interest in the PSC relating to Block 12W in

Vietnam (the ‘‘Santos Block 12W SPA’’);

11.1.2 the share sale and purchase agreement with Santos and Santos (BBF) Pty Ltd and

Santos International dated 3 May 2019, under which Jaguar 2 agreed to purchase and

Santos International agreed to sell: (i) the entire issued share capital of Santos SPV Pty

Ltd which indirectly holds a 67.5 per cent. operated interest in the Madura Offshore

PSC and a 77.5 per cent. operated interest in the Meliwis gas discovery; and (ii) the

entire issued share capital of Santos Asia Pacific Pty Ltd which indirectly holds a 45 percent. operated interest in the Sampang PSC, each in Indonesia (the ‘‘Santos Madura /

Sampang SPA’’)

11.1.3 the share sale and purchase agreement with Santos International dated 3 May 2018 (as

amended and restated for non-material amends on 14 May 2018), under which Jaguar 2

agreed to purchase and Santos International agreed to sell the entire issued share capitalof Santos Sabah Block R Limited, which holds a 20 per cent. non-operated interest in

the PSC relating to Deepwater Block R in Sabah, Malaysia (the ‘‘Deepwater Block R

SPA’’);

11.1.4 the share sale and purchase agreement with Santos International dated 3 May 2018 (as

amended and restated for non-material amends on 3 August 2018) under which Jaguar

2 agreed to purchase and Santos International agreed to sell the entire issued sharecapital of Santos Vietnam Pty. Ltd, which holds a 50 per cent. operated interest in the

PSC relating to Block 123 and 40 per cent. non-operated interest in the PSC relating to

Block 124, each in the frontier Phu Khanh Basin, Vietnam (the ‘‘Blocks 123 / 124

SPA’’); and

11.1.5 the asset sale and purchase agreement with Santos Sangu Field Limited and Santos

International dated 3 May 2018 (as amended and restated for non-material amends on3 August 2018) under which Jaguar 2 agreed to purchase a 45 per cent. operated

interest in the PSC relating to Block SS-11 in Bangladesh (the ‘‘SS-11 ATA’’).

Completion of the acquisition of the assets which are the subject of the Santos Block 12W

SPA and the Santos Madura / Sampang SPA (the ‘‘Producing Assets’’) occurred on 6 September

2018, as announced by Ophir on that date. Jaguar 2 paid an aggregate of US$144 million at

completion of the acquisition of the Producing Assets, which is subject to certain post-completion adjustments.

Jaguar 2 has also agreed to pay the relevant seller compensatory payments totalling

US$35.5 million in certain circumstances relating to future work commitments if the

acquisitions of any or all of the assets which are the subject Deepwater of the Block R SPA,

the Blocks 123 / 124 SPA, and the SS-11 ATA (the ‘‘Exploration Assets’’) do not complete.

Completion of the acquisition of the Exploration Assets is conditional upon, amongst otherthings, regulatory and certain partner consents, and their respective pre-emption regimes. Ophir

currently expects completion of the Exploration Assets to occur in 2019.

11.2 RBL Facility

The reserve-based lending facility agreement was entered into on 20 June 2017 by, amongst

others, Salamander as the original borrower, Ophir as a guarantor, Credit Agricole Corporate

and Investment Bank as facility agent and security trustee and certain banks as original lenders

(the ‘‘RBL Lenders’’) (the ‘‘RBL Facility Agreement’’).

63

Under the RBL Facility Agreement, the RBL Lenders provided a facility in an original

amount of US$250 million in order for Salamander to: (i) repay the existing secured reserve-

based lending facility dated 17 December 2012; (ii) fund general corporate expenditure; and (iii)

fund ongoing opex and capex in respect of the existing borrowing base assets (the ‘‘RBLFacility’’).

The RBL Facility had an original seven-year term (or a term to the reserve tail date, if earlier)

and has an annual interest rate of 4 per cent. plus LIBOR for, originally, the first four years

from the date of the RBL Facility and 4.5 per cent. plus LIBOR thereafter. Repayment is by

semi-annual instalments on 30 June and 31 December commencing 30 June 2021 and the RBLFacility will be repaid in full at the final maturity date, subject to certain circumstances which

trigger mandatory prepayment of the loan (including a change of control of Salamander or

Ophir).

The RBL Facility Agreement originally included the right for Salamander to request an

increase in the facility amount up to US$100 million on an uncommitted accordion basis (the

‘‘Accordion’’). The RBL Facility Agreement provides for the inclusion of new assets asborrowing base assets with the consent of the RBL Lenders.

The RBL Facility is secured by a security package, including: (i) charges over shares in the

obligors; (ii) assignment of rights over hedging receivables; (iii) assignment of intragroup loans

and (iv) charges over collection accounts.

11.3 Bridge Facility

In September 2018, Jaguar 2 acquired the following Southeast Asian producing assets from

Santos:

* Santos (Madura Offshore) Pty Ltd’s 67.5 per cent. interest in the Madura Block PSC,

Indonesia;

* Santos Sampang’s 45 per cent. in the Sampang PSC, Indonesia; and

* Santos Petroleum Ventures B.V.’s 31.875 per cent. interest in the PSC relating to Block

12W, Vietnam.

This acquisition was part funded by a US$130 million bridge facility (the ‘‘Bridge Facility’’),

pursuant to a facility agreement entered into on 3 August 2018 (and amended and restated on

31 August 2018) by, amongst others, Jaguar 2 as borrower, Ophir and Ophir Jaguar 1 Limited

as guarantors, Australia and New Zealand Banking Group Limited as facility agent andsecurity agent, and certain banks as original lenders (the ‘‘Bridge Lenders’’) (the ‘‘Bridge

Facility Agreement’’).

The Bridge Facility was a bullet facility with a term of 18 months, to be repaid in full at the

end of the 18-month period subject to certain circumstances which would trigger mandatory

prepayment. The annual interest rate was 4 per cent. (to step up in increments later to 5.5 percent.) plus LIBOR. Jaguar 2 entered into hedging transactions with the Bridge Lenders in

respect of 2,000 bpd of crude oil for the 12-month period from the utilisation date.

The Bridge Facility was secured by a security package including, among other things, (i)

charges over the shares in the obligors under the Bridge Facility Agreement; (ii) assignment of

intercompany loans between the obligors; (iii) assignment of the acquisition agreements; (iv)

charges over collection accounts of the obligors; and (v) featherweight floating charges over theassets of certain of the Australian obligors (the ‘‘Bridge Security’’).

The Bridge Facility was prepaid in full on 3 January 2019 from a combination of additional

debt under the RBL Facility and cash from Salamander. The Bridge Security was released at

that time.

11.4 RBL Facility Supplemental Agreement

The parties to the RBL Facility Agreement entered into a supplemental agreement dated

12 December 2018, which became effective on 31 December 2018, which amended and restated

the RBL Facility Agreement to reflect that:

(a) Salamander exercised the Accordion to increase the RBL Facility by US$100 million to

US$350 million, the proceeds of such increase being applied towards refinancing the

Bridge Facility;

64

(b) Ophir Jaguar 1 Limited, Jaguar 2, Santos Sampang, Santos Asia Pacific Pty Ltd, Santos

(Madura Offshore) Pty Ltd, Santos Petroleum Ventures B.V. and Santos (SPV) Pty Ltd

acceded to the RBL Facility Agreement as additional guarantors;

(c) the Santos assets were designated as new borrowing base assets and added to the

security package under the RBL Facility Agreement, including with featherweight

floating charges over the assets of certain of the Australian obligors;

(d) the final maturity date was extended by one year to 31 December 2025 (or to the

reserve tail date, if earlier) to restore the original seven-year tenor; and

(e) the date that the interest rate margin increases was deferred by 18 months to

31 December 2022.

Upon repayment under the Bridge Facility Agreement, the hedging agreements entered into in

connection with the Bridge Facility Agreement continued in place as hedging in connection

with the RBL Facility Agreement.

11.5 Sampang Condensate Agreement

In 2017, Santos Sampang, Singapore Petroleum Sampang Ltd and Cue Sampang Pty Ltd (as

sellers) entered into a condensate sale and purchase agreement with PT Pertamina (as buyer)

for condensate associated with the Wortel and Oyong gas fields. The Sampang Condensate

Agreement will expire in 2021.

11.6 Equatorial Guinea Block R Umbrella Agreement

On 1 May 2017, Ophir Equatorial Guinea (Block R) Limited entered into the umbrella

agreement with the Republic of Equatorial Guinea, La Compania Nacional De Petroleos D

Guinea Ecuatorial, Sociedad Nacional De Gas De Guinea Ecuatorial and Golar Gandria

Corporation in respect of the development, financing and operation of the Fortuna FLNG

project, in Block R offshore Equatorial Guinea. Under the umbrella agreement, which is

governed by the laws of England and Wales, the parties agreed the investment framework forthe upstream and midstream components of the Fortuna project, subject, amongst other things,

to the parties making a final investment decision. On 5 January 2019, Ophir announced that it

had received notification from the Equatorial Guinea Ministry of Mines and Hydrocarbons

that the Block R production sharing contract, which contains the Fortuna gas discovery,

would not be extended following the expiry of the production sharing contract on 31 December

2018. Accordingly, on 21 January 2019, Ophir entered into an agreement with The Republic of

Equatorial Guinea under which the parties: (i) acknowledged and agreed that the production

sharing contract terminated with effect from 31 December 2018; and (ii) acknowledged thatneither party had any claim against the other under the production sharing contract.

11.7 Mexico Block 5 Licence

On 10 March 2017, Ophir Mexico Block 5 Salina. S.A. de CV, a member of the Ophir Group,

entered into a licence for Block 5 in the Salina basin of Mexico with the NationalHydrocarbons Commission of Mexico, Murphy Sur S. de R.L. de CV, PC Carigali Mexico

Operations S.A. de C.V. and Sierra Offshore Exploration S. de R.L. de CV. Under the licence,

Ophir Mexico Block 5 Salina. S.A. de CV has agreed to undertake minimum work obligations

to satisfy the required work units submitted as part of the licence application. During the

initial exploration phase this will equate to the acquisition of block wide three-dimensional

seismic coverage and a single exploration well. The licence contract term is for 35 years from

the effective date, subject to entering development and production of discovered hydrocarbons,

and is governed by the laws of Mexico. The licence can be terminated by the NationalHydrocarbons Commission of Mexico for, amongst other things, failure to comply with the

relevant minimum work programme without justified cause, assignment without prior

authorisation from the regulator and wilful misconduct of the contractor.


On 7 May 2018, Ophir Mexico Operations S.A. de CV, a member of the Ophir Group,

entered into a licence for Block 10 in the Ridges basin of Mexico with the National

Hydrocarbons Commission of Mexico, Repsol Exploracion Mexico S.A. De CV and PC

Carigali Mexico Operations S.A. de C.V. Under the licence, Ophir Mexico Operations S.A. de

65

CV has agreed to undertake minimum work obligations to satisfy the required work units

submitted as part of the licence application. During the initial exploration phase this will

equate to the acquisition of block wide gravity magnetic data coverage and the drilling of two

exploration wells. The licence contract term is for 35 years from the effective date, subject toentering development and production of discovered hydrocarbons and is governed by the laws

of Mexico. The licence can be terminated by the National Hydrocarbons Commission of

Mexico for, amongst other things, failure to comply with the relevant minimum work

programme without justified cause, assignment without prior authorisation from the regulator

and wilful misconduct of the contractor.


On 7 May 2018, Ophir Mexico Operations S.A. de CV, a member of the Ophir Group,

entered into a licence for Block 12 in the Ridges basin of Mexico with the National

Hydrocarbons Commission of Mexico, PC Carigali Mexico Operations S.A. de C.V. and

PTTEP Mexico E&P Limited S.de R.L. de CV. Under the licence, Ophir Mexico OperationsS.A. de CV has agreed to undertake minimum work obligations to satisfy the required work

units submitted as part of the licence application. During the initial exploration phase this will

equate to completion of geological studies and the drilling of a single exploration well. The

licence contract term is for 35 years from the effective date, subject to entering development

and production of discovered hydrocarbons and is governed by the laws of Mexico. The

licence can be terminated by the National Hydrocarbons Commission of Mexico for, amongst

other things, failure to comply with the relevant minimum work programme without justified

cause, assignment without prior authorisation from the regulator and wilful misconduct of thecontractor.


On 30 January 2019, Ophir entered into the Co-operation Agreement with Medco and Medco

Global, further details of which are described in paragraph 10 of this Part VI.

12 Material contracts – Medco Global

Save as disclosed below, no contracts (otherwise than in the ordinary course of business) have been

entered into by Medco Global and members of the Medco Group: (a) since 31 December 2016 (being

the date two years prior to the commencement of the Offer Period) and which are, or may be,

material to the Medco Group as at the date of this document; or (b) at any time which contain

provisions under which any member of the Medco Group has any obligation or entitlement which is

material to the Medco Group as at the date of this document:

12.1 Bridge Credit Agreement

Medco and certain of its subsidiaries, including Medco Global as the borrower, have entered

into a bridge credit agreement dated 4 January 2019 (the ‘‘Bridge Credit Agreement’’) with,among others, Standard Chartered Bank as lender and Standard Chartered Bank (Hong Kong)

Limited as administrative agent (the ‘‘Administrative Agent’’) (as amended by an amendment

agreement dated 25 January 2019 (the ‘‘First Bridge Credit Amendment Agreement’’)), providing

for a bridge term loan facility in the principal amount of US$550 million (the ‘‘Bridge Loan

Facility’’) in order to finance the Acquisition.

The Bridge Loan Facility is unsecured. Medco and certain of its subsidiaries have provided

guarantees in respect of the obligations of Medco Global under the Bridge Credit Agreement

and the other Loan Documents (as defined in the Bridge Credit Agreement).

Each loan made to Medco Global under the Bridge Loan Facility (each a ‘‘Bridge Loan’’)

must be used by Medco Global to pay the cash consideration payable to Ophir Shareholders

pursuant to the terms of the Acquisition and/or to pay any fees, expenses, costs or charges

that are incurred in connection with the Acquisition.

The rate of interest payable on each Bridge Loan is:

(a) prior to the earlier of the date of the occurrence of a Demand Failure Event and the

Interim Bridge Loan Maturity Date (each as defined in the Bridge Credit Agreement),

the aggregate of:

* the LIBO Rate (as defined in the Bridge Credit Agreement); and

66

* the applicable margin, which is 650 basis points per annum (the ‘‘Initial Rate’’) for

the three-month period immediately following the making of the first Bridge Loan

and thereafter, the applicable margin for each subsequent three-month period

increases by 62.5 basis points per annum over the applicable margin in effect forthe immediately preceding three-month period up to the Total Cap (as defined in

the fee letter dated 4 January 2019 (the ‘‘Fee Letter’’) between Medco, Medco

Global, Standard Chartered Bank and Standard Chartered Bank (Singapore)

Limited), provided that the Initial Rate will be adjusted if a Rate Reset Event (as

defined in the Bridge Credit Agreement) occurs; and

(b) on and after the earlier of the date of the occurrence of a Demand Failure Event and

the Interim Bridge Loan Maturity Date, an amount equal to the Total Cap.

Each Bridge Loan is repayable on the date that is 12 months after the initial funding date

unless such Bridge Loan is converted into an Extended Term Loan (as defined in the Bridge

Credit Agreement) in accordance with the terms of the Bridge Credit Agreement, in which caseit is payable on the date that is five years after the initial funding date (as such date may be

adjusted in accordance with the terms of the Bridge Credit Agreement).

The terms of the Bridge Credit Agreement require the Bridge Loans to be mandatorily prepaid

in certain circumstances, including following certain asset sales (subject to certain reinvestment

rights) and from the proceeds of subsequent debt offerings or debt financings.

The Bridge Credit Agreement contains representations, covenants and events of default

(subject, in each case, to certain agreed exceptions, materiality qualifiers, carve-outs and grace

periods) that are customary for financings of this nature. These include, among other things:

(i) financial covenants relating to net financial leverage, total tangible assets and capitalexpenditure;

(ii) restrictions, on among other things, indebtedness, liens, fundamental changes, asset sales,

transactions with affiliates, investments, guarantees, limitations on sale and leasebacks

and dividends or other distributions; and

(iii) events of default for non-payment, covenant breach, misrepresentation, cross default,

judgment, involuntary proceedings, voluntary proceedings, disaffirmation, moratorium,

Indonesian matters, capital structure, illegality, validity, delisting of Medco Global and

declared company.

Under the terms of the Fee Letter, Medco is required to pay (or procure that such amount is

paid) to the lenders under the Bridge Credit Agreement a one time commitment fee, a funding

fee payable upon the making of any Bridge Loan and a one-time rollover fee payable upon the

earlier of the Interim Bridge Maturity Date (as defined in the Bridge Credit Agreement) and

the occurrence of a Demand Failure Event (as defined in the Bridge Credit Agreement). In

addition, under the terms of the agency fee letter dated 4 January 2019 (the ‘‘Agency Fee

Letter’’) between Medco, Medco Global and Standard Chartered Bank (Hong Kong) Limited,

Medco is required to pay (or procure that such amount is paid) to the Administrative Agentan annual agency fee.

12.2 PT Medco Power Indonesia

In October 2017, Medco increased its stake in Medco Power from 49 per cent. to an effective

interest of 88.62 per cent. by purchasing a 77.68 per cent. interest in PT Saratoga Power,

which in turn holds a 51 per cent. equity interest in Medco Power, from PT Saratoga Sentra

Business (‘‘SSB’’) and S Asia III Luxembourg S.A.R.L (‘‘SAL’’). In connection with this

transaction, SSB, SAL and Medco Daya entered into a sale and purchase agreement dated

21 June 2017 (the ‘‘Saratoga SPA’’) pursuant to which Medco Daya agreed to acquire a

77.68 per cent. interest in PT Saratoga Power (‘‘Saratoga Power’’) from SSB and SAL for atotal consideration of US$122 million. Subsequently, on 13 September 2017, Medco, Medco

Daya, SSB and SAL signed a deed of conditional novation and amendment to the Saratoga

SPA, pursuant to which the parties agreed to novate the rights and obligations of Medco

Daya, as the purchaser of the 77.68 per cent. interest in Saratoga Power, in favour of Medco.

This transaction completed in October 2017.

67

In connection with the above transaction, on September 28, 2017, Medco signed a credit

facility agreement with PT Bank Mandiri (Persero) Tbk in the principal amount of

US$85 million with a term of 39 months.

12.3 PT Amman Mineral Internasional

In November 2016, Medco entered into a joint venture with PT AP Investment (‘‘API’’) (an

entity in which Mr Agus Projosasmito is the majority shareholder of record) which, indirectly,

acquired an 82.2 per cent. economic interest in PT Amman Mineral Nusa Tenggara

(‘‘AMNT’’). Initially, Medco and API held their interests through a jointly-owned entity, PT

Amman Mineral Investama (‘‘AMIV’’). In late 2017 and early 2018, Medco, API , PT AmmanMineral Internasional (‘‘AMI’’) and a new shareholder, PT Sumber Gemilang Persada

(‘‘SGP’’), entered into agreements pursuant to which Medco and API implemented a change in

this structure following which they now hold their interests in AMNT through AMI. As part

of the arrangement, SGP also agreed to subscribe for cash and new shares in AMI, resulting

in SGP holding a 21.3 per cent. shareholding in AMI. As a result, Medco’s interest in AMI

was diluted to 39.35 per cent. Medco also agreed to convert: (i) approximately 50 per cent. of

the US$140 million due to it under an existing shareholder loan from AMIV into equity in

AMI; and (ii) the balance of the loan (approximately US$140 million), into a receivable owedto Medco by API.

In December 2018, Medco entered into an agreement with API, pursuant to which Medcoagreed to acquire 5.11 per cent. of the issued share capital of AMI from API for a total

consideration of US$137.9 million.

12.4 US$400 million 8.50% Guaranteed Senior Notes Due 2022

In August 2017, Medco Strait Services Pte. Ltd. (‘‘MSS’’), a wholly-owned subsidiary of

Medco and incorporated in Singapore, issued US$400 million aggregate principal amount ofguaranteed senior notes due 2022 (the ‘‘2022 Notes’’), through an international placement in

reliance on Rule 144A and Regulation S under the Securities Act. The 2022 Notes bear

interest at a fixed rate of 8.50 per cent. per annum. Medco and certain of its subsidiaries have

jointly and severally guaranteed the due and punctual payment of the principal of, premium, if

any, and interest on, and all other amounts payable under, the 2022 Notes.

The indenture governing the 2022 Notes (the ‘‘2022 Notes Indenture’’) requires MSS, or certain

affiliates of MSS, as applicable, to create an account containing an amount at least equal to

one semi-annual interest payment on the 2022 Notes (the ‘‘2022 Notes Interest Reserve

Account’’). The 2022 Notes Indenture also requires MSS to establish an escrow account (the

‘‘2022 Notes Escrow Account’’) containing the net proceeds from the issue of the 2022 Notes,after deducting the funds used to fund the 2022 Notes Interest Reserve Accounts. Funds from

the 2022 Notes Escrow Account may be released in accordance with the 2022 Notes Indenture

and the escrow agreement governing the 2022 Notes Escrow Account.

The 2022 Notes are secured by a security package including, amongst other things: (i) charges

over the capital stock of MSS; (ii) a charge over all of MSS’s rights in the 2022 Notes Interest

Reserve Account; (iii) an assignment by MSS of its interest in and rights under certain

intercompany loans; and a charge by MSS over the funds in the 2022 Notes Escrow Account.

The 2022 Notes contain covenants which require MSS, Medco and its restricted subsidiaries

not to incur any indebtedness (subject to certain agreed exceptions) unless it can continue to

satisfy certain financial and leverage ratios on the basis set out in the 2022 Notes.

The 2022 Notes Indenture provides for events of default which, if any of them occur, would

permit or require the principal of, and accrued interest on, the 2022 Notes to become or to be

declared due and payable.

MSS may redeem the 2022 Notes, in whole or in part. The price payable upon such

redemptions is equal to 100 per cent. of the principal amount for redemptions prior to 17August 2020 and higher percentages thereafter plus, in each case, accrued and unpaid interest,

if any, to the date of redemption and certain additional amounts, if any, if certain changes in

applicable tax law occur.

Upon a change of control, MSS is required to make an offer to purchase each holder’s 2022

Notes at a price equal to 101 per cent. of the principal amount thereof, plus accrued and

unpaid interest, if any, to the date of purchase.

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12.5 US$500 million 6.75% Guaranteed Senior Notes Due 2025

In January 2018, Medco Platinum Road Pte. Ltd. (‘‘MPR’’), a wholly-owned subsidiary of

Medco, incorporated in Singapore, issued US$500 million aggregate principal amount ofguaranteed senior notes due 2025 (the ‘‘2025 Notes’’), through an international placement in

reliance on Rule 144A and Regulation S under the Securities Act. The 2025 Notes bear

interest at a fixed rate of 6.75 per cent. per annum. Medco and certain of its subsidiaries have

jointly and severally guaranteed the due and punctual payment of the principal of, premium, if

any, and interest on, and all other amounts payable under, the 2025 Notes.

The indenture governing the 2025 Notes (the ‘‘2025 Notes Indenture’’) requires MPR, or certain

affiliates of MPR, as applicable, to create an account containing an amount at least equal to

one semi-annual interest payment on the 2025 Notes (the ‘‘2025 Notes Interest Reserve

Account’’). The 2025 Notes Indenture also requires MPR to establish an escrow account (the

‘‘2025 Notes Escrow Account’’) containing the net proceeds from the issue of the 2025 Notes,

after deducting the funds used to fund the 2025 Notes Interest Reserve Accounts. Funds from

the 2025 Notes Escrow Account may be released in accordance with the 2025 Notes Indentureand the escrow agreement governing the 2025 Notes Escrow Account.

The 2025 Notes are secured by a security package including, amongst other things: (i) charges

by Medco over the capital stock of MPR; (ii) a charge over all of MPR’s rights in the 2025

Notes Interest Reserve Account; (iii) an assignment by MPR of its interest in and rights under

certain intercompany loans; and (iv) a charge by MPR over the funds in the 2025 NotesEscrow Account.

The 2025 Notes contain covenants which require MPR, Medco and its restricted subsidiaries

not to incur any indebtedness (subject to certain agreed exceptions) unless it can continue to

satisfy certain financial and leverage ratios on the basis set out in the 2025 Notes.

The 2025 Notes Indenture provides for events of default which, if any of them occur, would

permit or require the principal of, and accrued interest on, the 2025 Notes to become or to be

declared due and payable.

MPR may redeem the 2025 Notes, in whole or in part. The price payable upon such

redemptions is equal to 100 per cent. of the principal amount for redemptions prior to 30

January 2022 and higher percentages thereafter plus, in each case, accrued and unpaid interest,

if any, to the date of redemption and certain additional amounts, if any, if certain changes in

applicable tax law occur.

Upon a change of control, MPR is required to make an offer to purchase each holder’s 2025

Notes at a price equal to 101 per cent. of the principal amount thereof, plus accrued and

unpaid interest, if any, to the date of purchase.

12.6 Stand-By Purchase Agreement

In December 2017, Medco completed a rights issue, raising approximately US$195 million

(2,640 billion Indonesian Rupiahs) in proceeds (the ‘‘Rights Issue’’). Under the terms of the

Rights Issue, pre-emptive rights were issued in respect of 4,399,117,667 ordinary shares in the

share capital of Medco with a nominal value of 25 Indonesian Rupiah per share (the ‘‘New

Shares’’). Each holder of 3 Medco shares whose name is registered in Medco’s shareholder

register as at 12 December 2017 (at 16.00 Western Indonesian Time) (a ‘‘Pre-emptive Right

Holder’’) was entitled to 1 pre-emptive right (a ‘‘Pre-emptive Right’’), where every 1 Pre-

emptive Right provides the holder with the right to subscribe for 1 New Share at an exerciseprice of 600 Indonesian Rupiahs per share (the ‘‘Exercise Price’’).

Simultaneously with the Rights Issue, Medco issued a total of 4,399,117,667 series I warrants.

Each New Share issued in connection with the exercise of a Pre-emptive Right was

accompanied by 1 warrant granted to the Pre-emptive Right Holder exercising such Pre-emptive Right. Each warrant holder is entitled to purchase 1 Medco share in accordance with

the following provisions:

(i) ‘‘Exercise Window I’’ commenced from 1 July 2018 until 31 December 2018, with the

exercise price in ‘‘Exercise Window I’’ of 625 Indonesian Rupiah per share;

(ii) ‘‘Exercise Window II’’ commenced from 1 January 2019 until 31 December 2019, with

the exercise price in ‘‘Exercise Window II’’ of 650 Indonesian Rupiah per share; and

69

(iii) ‘‘Exercise Window III’’ will commence from 1 January 2020 until 11 December 2020,

with the exercise price in ‘‘Exercise Window III’’ of 675 Indonesian Rupiah per share.

In the event that series I warrants are not exercised until the end of the exercise period, such

warrants will expire without value and be void.

In connection with the Rights Issue, on 22 November 2017, Medco entered into a standby

purchase agreement (the ‘‘Stand-By Purchase Agreement’’) with PT Mandiri Sekuritas and

CLSA Limited (the ‘‘Stand-By Buyers’’) under which the Stand-By Buyers agreed as follows:

(i) if the New Shares offered are not entirely subscribed by the Medco shareholders or the

Pre-emptive Right Holders, the remaining New Shares will be allocated to other Medco

shareholders or Pre-emptive Right Holders who have submitted applications for

additional shares in excess of their rights, in proportion to the exercised Pre-emptive

Rights; and

(ii) if, following such allocation, any New Shares remain unallocated, PT Mandiri Sekuritas

and CLSA Limited, as stand-by buyers, severally and not jointly, agree to subscribe

proportionally for any remaining shares up to a maximum of 1,655,507,654 New Shares,

at the Pre-emptive Right Exercise Price (and subject to fulfilment of certain conditions

as set out in the Stand-By Purchase Agreement).


On 30 January 2019, Medco Global entered into the Co-operation Agreement with Medco and

Ophir, further details of which are described in paragraph 10.2 of this Part VI.

13 Sources and bases of information

13.1 As at the close of business on the Latest Practicable Date, there were 707,275,256 Ophir

Shares in issue, (excluding 38,744,151 Ophir Shares held in treasury).

13.2 The fully diluted share capital of Ophir is 710,232,845 Ophir Shares calculated as the number

of Ophir Shares in issue as referred to in 13.1 above plus any further Ophir Shares that are

expected be issued on or after the close of business on the Latest Practicable Date on the

exercise of options under the Ophir Share Schemes, amounting in aggregate to 2,957,589 Ophir

Shares.

13.3 Unless otherwise stated, all historic share prices quoted for Ophir Shares (including middle

market quotations) have been sourced from Bloomberg and represent the closing price forOphir Shares on the relevant dates.

13.4 The volume weighted average prices of an Ophir Share used in the premium calculations are

derived from data sourced from Bloomberg for the relevant periods up to and including

28 December 2018, (being the last Business Day before the announcement of Medco’s possible

offer for Ophir).

13.5 Unless otherwise stated, the financial information on Ophir included in this document has been

extracted or derived, without material adjustment, from the audited consolidated financial

statements for the Ophir Group for the 12 month period ended 31 December 2017 and theunaudited half year results announcement for the Ophir Group for the six month period ended

30 June 2018.

13.6 The 2P reserves, 2C resources and Production information for the Ophir Group is derived

from Ophir’s 2017 Annual Report, Ophir’s shareholder circular dated 3 August 2018 and

presentation dated 20 August 2018 relating to the acquisition of certain assets from Santos,

from Ophir’s internal daily production reports and from Ophir’s operations and trading update

published on 15 January 2019. 2C resources data excludes the Equatorial Guinea 2C resources

as stated in Ophir’s 2017 Annual Report.

13.7 Unless otherwise stated, the financial information on the Medco Group included in this

document has been extracted or derived, without material adjustment, from the audited

consolidated financial statements for the Medco Group for the 12 month period ended

31 December 2017, the Medco Group 2017 full year investor presentation and the unaudited

results and investor presentation for the nine month period ended 30 September 2018.

70

13.8 The 2P reserves, 2C resources and Production information for the Medco Group is derived

from Medco’s 2017 Annual Report, the Medco Group 2017 full year investor presentation and

the unaudited results and investor presentation for the nine month period ended 30 September

2018.

13.9 Medco’s post-Acquisition earnings accretion and pro forma net debt to EBITDA ratio

calculations are based on Bloomberg’s consensus EBITDA and net income forecasts for Medcoand Ophir (2019 and 2020), Ophir’s 2019 net debt guidance in the operations and trading

update published on 15 January 2019 and Bloomberg’s consensus net debt for Medco (2019),

adjusted for expected Acquisition cost.

13.10 The split of production between gas to oil and the proportion of gas sold under fixed and

commodity linked pricing information for the Medco Group is derived from Medco’s 9M 2018

Investor Presentation.

13.11 In relation to Ophir, references in this document to ‘‘boe’’ mean barrels of oil equivalent,

derived by converting gas to oil in the ratio of between 4.86 and 6.00 MMscf of natural gas

(dependent on the richness of the gas) to one barrel of oil.

13.12 In relation to Medco, references in this document to ‘‘boe’’ mean barrels of oil equivalent,

derived by converting gas to oil in the ratio of between 5.19 and 6.54 MMscf of natural gas

(dependent on the richness of the gas) to one barrel of oil, using Society of Petroleum

Engineers standards.

13.13 Boe may be misleading, particularly if used in isolation. The boe conversion ratios are based

on an energy conversion method primarily applicable at the burner tip and do not represent a

value equivalency at the wellhead.

13.14 The timings and expectations set out in this document assume that the Acquisition will become

effective in the first half of 2019.

13.15 Certain figures included in this document have been subject to rounding adjustments.

14 Fees and expenses

14.1 Ophir

The aggregate fees and expenses expected to be incurred by Ophir in connection with the

Acquisition (excluding any applicable VAT) are expected to be approximately:

Category Amount

(£m)

Financial and corporate broking advice....................................................................... 6.67

Legal advice(1) ............................................................................................................... 3.0

Public relations advice .................................................................................................. 0.2Other professional services ........................................................................................... 0.25

Other costs and expenses .............................................................................................. 0.02

Total.............................................................................................................................. 10.14

Notes:

(1) The amount of aggregate fees and expenses for these services depends on whether the Acquisition successfully completesand whether a discretionary fee is paid.

71

14.2 Medco and Medco Global

The aggregate fees and expenses expected to be incurred by Medco and Medco Global in

connection with the Acquisition (excluding any applicable VAT) are expected to beapproximately:

Category Amount(1)

(£m)

Financing arrangements................................................................................................ 9.3

Financial and corporate broking advice....................................................................... 7.7

Legal advice(2) ............................................................................................................... 4.6 – 4.8

Public relations advice .................................................................................................. 0.3

Other professional services ........................................................................................... 0.03

Other costs and expenses (including stamp duty) ........................................................ 2.1

Total.............................................................................................................................. 23.9 – 24.1

Notes:

(1) Certain fees and expenses have been converted from US$ to pounds sterling using an exchange rate of 1.3307:1, whichwas derived from Bloomberg as at 6.54 p.m. on the Latest Practicable Date.

(2) Legal fees are estimated as a range as they are charged by reference to hourly rates and, as at the Latest Practicable Date,the residual amount of legal advice is uncertain.

15 General

15.1 Each of Morgan Stanley, Lambert Energy Advisory and Investec has given and not withdrawn

its written consent to the issue of this document with the inclusion of the references to its

name in the form and context in which it appears.

15.2 Each of Standard Chartered Bank and Peel Hunt has given and not withdrawn its written

consent to the issue of this document with the inclusion of the references to its name in the

form and context in which it appears.

15.3 Save as disclosed herein, there is no agreement, arrangement or understanding whereby the

beneficial ownership of any of the Ophir Shares to be acquired by Medco Global pursuant to

the Acquisition will be transferred to any person other than Medco Global, save that Medco

Global reserves the right to transfer any such Ophir Shares to any other member of the MedcoGroup.

15.4 Save as disclosed herein, there are no agreements of the kind referred to in Note 11 on thedefinition of acting in concert in the Takeover Code which exist between Ophir, or any person

acting in concert with Ophir, and any other person.

15.5 Save as disclosed herein, there are no agreements of the kind referred to in Note 11 on the

definition of acting in concert in the Takeover Code which exist between Medco Global, or

any person acting in concert with Medco Global, and any other person.

15.6 Save as disclosed in this document (including as set out in paragraph 15.8 below), no

agreement, arrangement or understanding (including compensation arrangement) exists between

Medco Global or any person acting in concert with Medco Global for the purposes of the

Acquisition and any of the directors, recent directors, shareholders or recent shareholders of

Ophir, or any person interested or recently interested in Ophir Shares, having any connection

with or dependence upon, or which is conditional on the outcome of, the Acquisition.

15.7 Save as disclosed in this document (including as set out below), no proposal exists in

connection with the Acquisition that any payment or other benefit shall be made or given byMedco Global to any Ophir Director as compensation for loss of office or as consideration

for, or in connection with, his or her retirement from office. Medco Global and Ophir have

agreed that Ophir will terminate the employment of the Executive Directors upon their

resignation as directors on the Effective Date. Ophir will enter into settlement agreements with

the Executive Directors, which will include:

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15.7.1 a payment in respect of any remuneration and/or benefits accrued to the date of

resignation (or termination), payment in lieu of any contractual notice entitlements

(which will not be subject to any obligation to mitigate) and such other payments,

benefits and arrangements as are permitted by the Directors’ Remuneration Policy onthe redundancy of the Ophir Directors and in accordance with past practice; and

15.7.2 a clause specifying that (subject to Medco Global consenting to waive such covenants orobligations) any post-termination restrictive covenants or obligations will continue to

apply to the Executive Directors notwithstanding their termination.

15.8 Except with the consent of the Panel, settlement of the consideration to which each Scheme

Shareholder is entitled under the Scheme will be implemented in full in accordance with the

terms of the Scheme without regard to any lien or right of set-off, counterclaim or other

analogous right to which Medco Global may otherwise be, or claim to be, entitled against any

such Scheme Shareholder.

16 Documents available for inspection

Copies of the following documents will be available for viewing on Ophir’s website at www.ophir-energy.com/information-re-recommended-firm-cash-offer and Medco’s website at

www.medcoenergi.com up to and including Completion:

(i) this document (including any documents incorporated by reference herein) and the Forms of

Proxy;

(ii) the Articles of Ophir;

(iii) a draft copy of the Articles as proposed to be amended by the Special Resolution set out in

the Notice of the General Meeting in Part XI of this document;

(iv) the constitution of Medco Global;

(v) a copy of the written consent letters from each of Morgan Stanley, Lambert Energy Advisory

and Investec referred to in paragraph 15.1 of this Part VI;

(vi) a copy of the written consent letters from each of Standard Chartered Bank and Peel Hunt

referred to in paragraph 15.2 of this Part VI;

(vii) copies of the letters of irrevocable undertaking referred to in paragraph 6 of this Part VI;

(viii) a copy of the Rule 2.7 Announcement;

(ix) a copy of the audited annual consolidated financial statements of Ophir for the financial year

ended 31 December 2017;

(x) a copy of the audited annual consolidated financial statements of Ophir for the financial year

ended 31 December 2016;

(xi) the Confidentiality Agreement;

(xii) the Co-operation Agreement;

(xiii) the Fee Letter;

(xiv) the Bridge Credit Agreement; and

(xv) the Syndication Letter.

Dated: 1 March 2019

73

PART VII

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

OF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-001002

IN THE MATTER OF OPHIR ENERGY PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

BETWEEN

OPHIR ENERGY PLC

AND

ITS

SCHEME SHAREHOLDERS

(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions have

the following meanings:

‘‘Act’’ the Companies Act 2006 (as amended)

‘‘business day’’ a day on which the London Stock Exchange is open for thetransaction of business

‘‘certificated’’ or ‘‘in

certificated form’’

not in uncertificated form (that is, not in CREST)

‘‘Company’’ Ophir Energy plc, a public limited company incorporated in

England and Wales with registered number 05047425

‘‘Court’’ the High Court of Justice in England and Wales

‘‘Court Meeting’’ the meeting of the Scheme Shareholders convened pursuant to an

order of the Court under section 896 of the Act to consider and, if

thought fit, approve this Scheme, including any adjournment

thereof

‘‘CREST’’ the system for the paperless settlement of trades in securities andthe holding of uncertificated securities operated by Euroclear in

accordance with the Uncertificated Securities Regulations 2001 (SI

2001/3755) (as amended)

‘‘Euroclear’’ Euroclear UK & Ireland Limited, incorporated in England and

Wales with registered number 02878738

‘‘Excluded Shares’’ any Ordinary Shares which are registered in the name of or

beneficially owned by any member of the Medco Group, or held bythe Company in treasury, at any relevant date or time

‘‘holder’’ a registered holder and includes a person entitled by transmission

‘‘Medco’’ PT Medco Energi Internasional Tbk.

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‘‘Medco Global’’ Medco Energi Global PTE Ltd, a private company with limited

liability incorporated under the laws of Singapore with registered

number 200606494N, and a wholly-owned subsidiary of Medco

‘‘Medco Group’’ Medco and its subsidiaries and subsidiary undertakings

‘‘members’’ members of the Company on the Company’s register of members at

any relevant date or time

‘‘Ordinary Shares’’ ordinary shares of 0.25 pence each in the capital of the Company

‘‘Registrar of Companies’’ the Registrar of Companies in England and Wales

‘‘Share Schemes’’ the Ophir Deferred Share Plan 2012, the Ophir Energy Company

Limited 2006 Share Option Plan and the Ophir Energy Long-term

Incentive Plan 2011

‘‘Scheme’’ this scheme of arrangement in its present form or with or subject to

any modification, addition or condition approved or imposed by

the Court and agreed to by the Company and Medco Global

‘‘Scheme Effective Time’’ the time and date at which this Scheme becomes effective in

accordance with Clause 6

‘‘Scheme Record Time’’ 6.00 p.m. on the date of the hearing to sanction this Scheme

‘‘Scheme Shareholder’’ a holder of Scheme Shares at any relevant date or time

‘‘Scheme Shares’’ (i) the Ordinary Shares in issue at the date of this Scheme;

(ii) any Ordinary Shares issued after the date of this Scheme and

before the Voting Record Time; and

(iii) any Ordinary Shares issued at or after the Voting Record

Time and before the Scheme Record Time on terms that theholder thereof shall be bound by this Scheme, or in respect of

which the original or any subsequent holders thereof shall

have agreed in writing to be bound by this Scheme, in each

case (where the context requires) remaining in issue at the

Scheme Record Time, but excluding any Excluded Shares

‘‘subsidiary’’ and ‘‘subsidiary

undertaking’’

have the meanings given in the Act

‘‘uncertificated’’ or ‘‘in

uncertificated form’’

recorded on the relevant register as being held in uncertificated

form in CREST and title to which may be transferred by means of

CREST

‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland

‘‘Voting Record Time’’ 6.30 p.m. on the day which is two business days before the date of

the Court Meeting or, if the Court Meeting is adjourned, 6.30 p.m.

on the day which is two business days before the date of such

adjourned meeting

References to Clauses are to clauses of this Scheme, and references to time are to London time.

(B) The issued share capital of the Company as at the close of business on 27 February 2019 (being

the latest practicable date prior to the date of this Scheme) was £1,865,048.52 divided into

746,019,407 Ordinary Shares of 0.25 pence each, all of which were credited as fully paid and

38,744,151 of which were held in treasury.

(C) As at the close of business on 27 February 2019 (being the latest practicable date prior to the

date of this Scheme) no Ordinary Shares were registered in the name of or beneficially owned

by Medco Global or other members of the Medco Group.

(D) Medco Global has agreed to appear by Counsel at the hearing to sanction this Scheme and to

submit to be bound by and to undertake to the Court to be bound by this Scheme and to

execute and do or procure to be executed and done all such documents, acts and things as may

be necessary or desirable to be executed or done by it for the purpose of giving effect to thisScheme.

75

THE SCHEME

1 Transfer of the Scheme Shares

1.1 At the Scheme Effective Time, Medco Global (and/or its nominee(s)) shall acquire all of the

Scheme Shares fully paid, with full title guarantee, and free from all liens, charges, equitable

interests, encumbrances, rights of pre-emption and any other third party rights or interestswhatsoever, and together with all rights attaching to such Scheme Shares, including (without

limitation) voting rights and the right to receive and retain, in full, all dividends and other

distributions (if any) declared, made or paid or any other return of capital (whether by way of

reduction of share capital or share premium account or otherwise) made by the Company by

reference to a record date on or after the Scheme Effective Time.

1.2 For the purposes of such acquisition, the Scheme Shares shall be transferred to Medco Global

and/or its nominee(s) and such transfer shall be effected by means of a form of transfer or other

instrument or instruction of transfer, or by means of CREST, and any person may be appointed

by the Company as attorney or agent and shall be authorised as such attorney or agent on

behalf of the holder concerned to execute and deliver as transferor such form of transfer or

other instrument or instruction of transfer, or procure the transfer by means of CREST, of suchScheme Shares and every form, instrument or instruction of transfer so executed shall be as

effective as if it had been executed by the holder or holders of the Scheme Shares thereby

transferred.

2 Consideration for the transfer of the Scheme Shares

2.1 In consideration for the transfer of the Scheme Shares, Medco Global shall (subject to the

remaining provisions of this Clause 2) pay cash to or for the account of the Scheme

Shareholders (as appearing in the register of members of the Company at the Scheme RecordTime) on the following basis:

For each Scheme Share 55 pence in cash

2.2 If any dividend, distribution or other return of value in respect of the Ordinary Shares is

declared, paid or made by the Company during the period from the date of this Scheme untilthe Scheme Effective Time, Medco Global reserves the right to reduce the consideration payable

for each Scheme Share by the amount per Scheme Share of such dividend, distribution or other

return of value. In such circumstances, Scheme Shareholders shall be entitled to retain any such


3 Settlement of consideration

3.1 As soon as practicable after the Scheme Effective Time, and in any event no later than 14 days

after the Scheme Effective Time, Medco Global shall satisfy the consideration due to Scheme

Shareholders pursuant to Clause 2 as follows:

3.1.1 subject to Clause 3.1.3, in the case of Scheme Shares which are in certificated form at the

Scheme Record Time, procure the despatch to the persons entitled thereto of cheques forthe sums payable to them respectively;

3.1.2 subject to Clause 3.1.3, in the case of Scheme Shares which are in uncertificated form atthe Scheme Record Time, procure that Euroclear is instructed to create an assured

payment obligation in favour of the payment bank of the persons entitled thereto in

accordance with the CREST assured payment arrangements for the sums payable to them

respectively, provided that Medco Global reserves the right to make payment of the said

sums by cheque as set out in Clause 3.1.1 if, for reasons outside its reasonable control, it

is not able to effect settlement in accordance with this Clause 3.1.2;

3.1.3 in the case of Scheme Shares issued or transferred pursuant to the Share Schemes after the

hearing of the Court to sanction this Scheme and prior to the Scheme Record Time, pay

the amount due in respect of such Scheme Shares to the Company or any of its

subsidiaries or subsidiary undertakings or otherwise at its or their discretion as soon aspracticable and in any event within such 14 day period by such method as may be agreed

with the Company, and then procure that payments are made to the relevant Scheme

Shareholders through the relevant employing company’s payroll as soon as practicable,

subject to the deduction of any applicable exercise price, income taxes and social security

contributions.

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3.2 All deliveries of cheques pursuant to this Scheme shall be effected by sending the same to

Scheme Shareholders, by first class post (or international standard post, if overseas) in prepaid

envelopes addressed to the persons entitled thereto at their respective addresses as appearing in

the register of members of the Company or, in the case of joint holders, at the address of thatone of the joint holders whose name stands first in such register in respect of such joint holding

at the Scheme Record Time.

3.3 All cheques shall be made in sterling drawn on a UK clearing bank and be made payable to the

persons respectively entitled to the monies represented thereby (except that, in the case of joint

holders, Medco Global reserves the right to make such cheques payable to that one of the joint

holders whose name stands first in the register of members of the Company in respect of such

joint holding at the Scheme Record Time), and the encashment of any such cheque or the

creation of any such assured payment obligation in accordance with Clause 3.1 shall be a

complete discharge of Medco Global’s obligations under this Scheme to pay the moniesrepresented thereby.

3.4 None of the Company, Medco Global or their respective agents shall be responsible for any loss

or delay in the transmission or delivery of any cheques sent in accordance with this Clause 3

which shall be sent at the risk of the persons entitled thereto.

3.5 The provisions of this Clause 3 shall be subject to any condition or prohibition imposed by law.

4 Share certificates and transfer of entitlements

With effect from, or as soon as practicable after, the Scheme Effective Time:

4.1 all certificates representing Scheme Shares shall cease to have effect as documents of title to the

Scheme Shares comprised therein and every Scheme Shareholder shall be bound at the requestof the Company to deliver up their share certificate(s) to the Company (or any person

appointed by the Company to receive the same) or to destroy the same;

4.2 the Company shall procure that Euroclear is instructed to cancel or transfer the entitlements of

Scheme Shareholders to Scheme Shares in uncertificated form and (if necessary) that entitlements

to such Scheme Shares are rematerialised; and

4.3 subject to delivery of such form of transfer or other instrument or instruction of transfer as may

be required by Clause 1.2, and the payment of any stamp duty thereon, the Company shall

procure that appropriate entries are made in the register of members of the Company to reflect

the transfer of the Scheme Shares.

5 Authority pending registration of transfer

With effect from the Scheme Effective Time and until the register of members of the Company is

updated to reflect the transfer of the Scheme Shares to Medco Global (and/or its nominee(s))

pursuant to Clause 1.2:

5.1 Medco Global or its agents shall be entitled to direct the exercise of any votes and any or all

other rights and privileges (including the right to requisition the convening of a general meeting

of the Company or of any class of its shareholders) attaching to any Scheme Shares;

5.2 each Scheme Shareholder authorises the Company and/or its agents to send any notice, circular,

warrant, document or other communication which may be required to be sent to such SchemeShareholder as a member of the Company in respect of their Scheme Shares (including any

share certificate(s) or other document(s) of title issued as a result of conversion of their Scheme

Shares into certificated form) to Medco Global at its registered office;

5.3 each Scheme Shareholder irrevocably appoints Medco Global and/or any one or more of its

directors or agents to sign on behalf of such Scheme Shareholder such documents, and do such

things, as may in the opinion of Medco Global and/or any one or more of its directors or

agents be necessary or desirable in connection with the exercise of any votes or other rights or

privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to

sign any consent to short notice of a general or separate class meeting of the Company asattorney or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or

execute a form of proxy in respect of such Scheme Shares appointing any person nominated by

Medco Global and/or any one or more of its directors or agents to attend general and separate

class meetings of the Company (or any adjournment thereof) and to exercise or refrain from

exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and

77

5.4 each Scheme Shareholder irrevocably undertakes: (i) not to exercise any votes or any other

rights attaching to the relevant Scheme Shares without the consent of Medco Global; and (ii)

not to appoint a proxy or representative for or to attend any general meeting or separate class

meeting of the Company.

6 Scheme Effective Time

6.1 This Scheme shall become effective as soon as a copy of the order of the Court sanctioning this

Scheme under section 899 of the Act shall have been delivered to the Registrar of Companies.

6.2 Unless this Scheme shall have become effective on or before 20 June 2019, or such later date, if

any, as the Company and Medco Global may agree and the Court may allow, this Scheme shall

never become effective.

7 Modification

The Company and Medco Global may jointly consent on behalf of all concerned to any modification

of, or addition to, this Scheme or to any condition which the Court may approve or impose.

Dated 1 March 2019

78

PART VIII

DEFINITIONS

In this document, the following words and expressions have the following meanings, unless the

context requires otherwise:

Acquisition the proposed acquisition by Medco Global or its Affiliates of the

entire issued and to be issued share capital of Ophir (other than anyordinary shares held by Ophir in treasury) to be implemented by

means of a scheme of arrangement or, subject to the terms of the

Co-operation Agreement, if Medco Global so elects and the Panel

consents, a Takeover Offer, including, where the context so admits,

any subsequent variation, revision, extension or renewal thereof

Affiliate in relation to a party, any person that directly or indirectly, through

one or more intermediaries, controls, is controlled by, or is under

common control with, the party, and for these purposes a party

shall be deemed to control a person if such party possesses, directly

or indirectly, the power to direct or cause the direction of the

management and policies of the person, whether through theownership of over 50 per cent. of the voting securities or the right to

appoint over 50 per cent. of the relevant board of directors by

contract or otherwise

Articles the articles of association of Ophir in force from time to time

Associated Undertaking has the meaning given to it in paragraph 19 of Schedule 6 to theLarge and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008 (SI 2008/410) (but for this purpose

ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)

Authorisations authorisations, orders, recognitions, grants, consents, licences,

confirmations, clearances, permissions and approvals

BG BG International Limited

BG Tanzania BG Tanzania Limited

Block 1 Block 1 in Tanzania



BLUE Form of Proxy the BLUE form of proxy for use in relation to the Court Meeting

and which accompanies this document

Bridge Credit Agreement has the meaning given in paragraph 12.1 of Part VI of this

document

Business Day a day (other than Saturday, Sunday or a public holiday), on whichbanks in the City of London, England are open for business

generally

certificated or in certificated form not in uncertificated form (that is, not in CREST)

Closing Price the closing middle market quotations of the relevant share derived

from the Daily Official List for the Ophir Share price

Companies Act 2006 the Companies Act 2006 (as amended from time to time)

Completion completion of the Acquisition

Conditions the conditions to the implementation of the Acquisition (including

the Scheme) which are set out in Part III of this document

Confidentiality Agreement the confidentiality agreement between Medco Global and Ophir

dated 19 October 2018

Co-operation Agreement the co-operation agreement dated 30 January 2019 between Medco

Global and Ophir relating to, among other things, the

implementation of the Acquisition

79

Court the High Court of Justice in England and Wales

Court Meeting the meeting of the Scheme Shareholders convened pursuant to an

order of the Court pursuant to section 896 of the Companies Act

2006 to consider and, if thought fit, approve the Scheme, including

any adjournment thereof

CREST the relevant system (as defined in the CREST Regulations) for

paperless settlement of share transfers and the holding of shares in

uncertificated form in respect of which Euroclear UK & IrelandLimited is the Operator (as defined in the CREST Regulations)

CREST Manual the CREST manual referred to in agreements entered into byEuroclear

CREST Proxy Instruction the appropriate CREST message properly authenticated inaccordance with Euroclear’s specifications and which contains the

information required for such instructions, as described in the

CREST Manual

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755)

Daily Official List the daily official list of the London Stock Exchange

Dealing Disclosure an announcement pursuant to Rule 8 of the Takeover Codecontaining details of dealings in interests in relevant securities of a

party to an offer

Disclosed Information (i) the Rule 2.7 Announcement; (ii) information which is Publicly

Announced; (iii) the information disclosed in the annual report and

accounts of Ophir for the financial year ended 31 December 2017

and the interim report for the six months ended 30 June 2018; and

(iv) any information which has been fairly disclosed to Medco or

Medco Global on or before the date of the Rule 2.7 Announcement

Disclosure Guidance and

Transparency Rules

the disclosure guidance and transparency rules and regulations

made by the FCA under Part VI of FSMA and contained in the

FCA’s publication of the same name, as amended from time to time

Effective in the context of the Acquisition:

(a) if the Acquisition is implemented by way of a Scheme, the

Scheme having become effective pursuant to its terms; or

(b) if the Acquisition is implemented by way of a Takeover Offer,

such offer having become or been declared unconditional in

all respects in accordance with its terms

Effective Date the date on which the Scheme becomes effective pursuant to its

terms

Enlarged Group the Medco Group after Completion

Equiniti, the Registrar, or Ophir’s

Registrar

Equiniti Limited of Aspect House, Spencer Road, Lancing BN99

6DA, United Kingdom

Euroclear Euroclear UK & Ireland Limited, incorporated in England and

Wales with registered number 02878738

Exchange Act US Securities Exchange Act of 1934 (as amended)

Excluded Shareholder a holder of Excluded Shares

Excluded Shares any Ophir Shares which are registered in the name of, or

beneficially owned by any member of the Medco Group, or

which are held in treasury, at any relevant date or time

Executive Directors the executive directors of Ophir as at the date of this document

Explanatory Statement the explanatory statement relating to the Scheme, as set out in Part

II of this document which, together with the documents

incorporated therein, constitutes the explanatory statement

80

relating to the Scheme as required by section 897 of the Companies

Act 2006

FCA the Financial Conduct Authority of the United Kingdom or its

successor from time to time

Forms of Proxy either or both of the BLUE Form of Proxy and the YELLOWForm of Proxy, as the context requires

FSMA the Financial Services and Markets Act 2000, as amended from

time to time

General Meeting the general meeting of Ophir Shareholders to be convened to

consider and, if thought fit pass, inter alia, the Special Resolution,

and to be held at 10.15 a.m. on 25 March 2019 or as soon thereafter

as the Court Meeting shall have been concluded or been adjourned,

notice of which is set out in Part X of this document, and any

adjournment thereof

holder a registered holder and includes any person entitled by transmission

IFC International Finance Corporation

intervene a Third Party shall be regarded as having ‘‘intervened’’ if it has

decided or intimated a decision to take, institute, implement or

threaten any action, proceeding, suit, investigation, enquiry orreference or made, proposed or enacted any statute, regulation,

decision or order or taken any measures or other steps or required

any action to be taken or information to be provided and

‘‘intervene’’ shall be construed accordingly

Irrevocable Undertakings the irrevocable undertakings to vote in favour of the Acquisitionfrom the Ophir Directors who hold Ophir Shares received by

Medco Global

Jaguar 2 Ophir Jaguar 2 Limited

Latest Practicable Date 27 February 2019, being the latest practicable date prior to the

publication of this document

LIBOR London Interbank Offered Rate

Listing Rules the listing rules and regulations made by the FCA under Part VI of

FSMA and contained in the FCA’s publication of the same name,

as amended from time to time

London Stock Exchange London Stock Exchange plc or its successor

Long Stop Date 20 June 2019, or such later date as Medco Global and Ophir maywith the consent of the Panel, agree and, if required, the Court may

allow

Main Market the London Stock Exchange’s main market for listed securities

Medco PT Medco Energi Internasional Tbk, a limited liability company

incorporated in Indonesia and listed on the Indonesian Stock

Exchange

Medco Board the Medco Directors, collectively

Medco Commissioners the commissioners of Medco as at the date of this document

Medco Directors the directors of Medco as at the date of this document

Medco Global Medco Energi Global PTE Ltd, a private company with limited

liability incorporated under the laws of Singapore with registerednumber 200606494N, and a wholly-owned subsidiary of PT Medco

Energi Internasional Tbk.

Medco Global Board the Medco Global Directors collectively

Medco Global Directors the current directors of Medco Global, whose names are set out in

paragraph 2.2 of Part VI of this document or, where the context so

requires, the directors of Medco Global from time to time

81

Medco Group Medco and its subsidiaries and subsidiary undertakings and its

subsidiaries and its subsidiary undertakings from time to time

Medco Power PT Medco Power Indonesia

Non-Executive Directors the non-executive directors of Ophir as at the date of this document

Offer Period the period commencing on 31 December 2018 and ending on: (i) the

earlier of the date on which the Scheme becomes Effective and/or

the date on which the Scheme lapses or is withdrawn (or such other

date as the Panel may decide); or (ii) the earlier of the date on which

the Takeover Offer has become or been declared unconditional asto acceptances and/or the date on which the Takeover Offer lapses

or is withdrawn (or such other date as the Panel may decide), in

each case, other than where such lapsing or withdrawal is as a result

of Medco Global exercising its right to implement the Acquisition

by way of a Takeover Offer or a Scheme (as appropriate)

Official List the official list maintained by the UK Listing Authority pursuant to

Part VI of FSMA

Opening Position Disclosure an announcement pursuant to Rule 8 of the Takeover Code

containing details of interests or short positions in, or rights tosubscribe for, any relevant securities of a party to an offer

Ophir or the Company Ophir Energy plc, a public limited company incorporated in

England and Wales with registered number 05047425 and whose

registered address is at Level 4, 123 Victoria Street, London SW1E

6DE, United Kingdom

Ophir Board the Ophir Directors, collectively

Ophir Directors the directors of Ophir, whose names are set out in paragraph 2.1 of

Part VI of this document

Ophir Group Ophir, its subsidiaries and subsidiary undertakings from time to

time

Ophir Register of Members the register of members of Ophir

Ophir Share Schemes the Ophir Deferred Share Plan 2012, the Ophir Energy Company

Limited 2006 Share Option Plan and the Ophir Energy Long-term

Incentive Plan 2011

Ophir Shareholder Meetings the Court Meeting and the General Meeting

Ophir Shareholders registered holders of Ophir Shares from time to time

Ophir Shares the ordinary shares of 0.25 pence each in the capital of Ophir, eachan ‘‘Ophir Share’’

Ophir Tanzania (Block 1) Ophir Tanzania (Block 1) Limited



Overseas Shareholders Ophir Shareholders (or nominees of, or custodians or trustees for

Ophir Shareholders) who have a registered address or are resident

in, ordinarily resident in, or citizens of, a jurisdiction outside the

United Kingdom, or whom Medco Global reasonably believes to

be citizens, residents or nationals of a jurisdiction outside the

United Kingdom

Panel the UK Panel on Takeovers and Mergers

Performance Share Plan the Ophir Energy plc Performance Share Plan 2013

Petroleum Act of Tanzania Petroleum (Exploration and Production) Act, 1980 of Tanzania

Production in relation to Medco Global, Production, with respect to a block,

the production achieved from the block attributable to Medco

Global’s effective interest prior to deduction of any share

attributable to the relevant government, multiplied by Medco

82

Global’s working interest before applying any PSC calculation in

relation to Ophir, Production, with respect to a block, production

on a working interest basis, being gross field production multiplied

by Ophir’s working equity interest in the licence or field interest

Prudential Regulation Authority the Prudential Regulation Authority of the United Kingdom or its

successor

Publicly Announced disclosed in: (i) Ophir’s 2017 Annual Report; or (ii) publicly

announced (by delivery of an announcement to a Regulatory

Information Service) by or on behalf of Ophir on or before the date

of the Rule 2.7 Announcement

Registrar of Companies the Registrar of Companies in England and Wales

Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

Regulatory Information Service a primary information provider which has been approved by the

FCA to disseminate regulated information

Restricted Jurisdiction any jurisdiction where local laws or regulations may result insignificant risk of civil, regulatory or criminal exposure if

information concerning the Acquisition is sent or made available

to Ophir Shareholders in that jurisdiction (in accordance with Rule

30.3 of the Takeover Code)

Rule 2.7 Announcement the joint announcement of the Acquisition, dated 30 January 2019,

by Medco Global and Ophir in accordance with Rule 2.7 of the

Takeover Code

Salamander Salamander Energy plc, a public limited company incorporated in

England and Wales with registered number 05934263

Sampang PSC the Sampang Production Sharing Contract

Santos Santos Limited, a company registered and incorporated in

Australia with registered number 007 550 923 whose registered

office is at Ground Floor Santos Centre, 60 Flinders Street,

Adelaide SA 5000, Australia

Santos International Santos International Holdings Pty Ltd

Santos Sampang Santos (Sampang) Pty. Ltd

Scheme the scheme of arrangement proposed to be made under Part 26 of

the Companies Act 2006 between Ophir and the holders of Scheme

Shares, as set out in Part VII of this document, with or subject to

any modification, addition or condition approved or imposed by

the Court and agreed to by Ophir and Medco Global

Scheme Court Hearing the hearing by the Court to sanction the Scheme under section 899

of the Companies Act 2006

Scheme Court Order the order of the Court sanctioning the Scheme under section 899 ofthe Companies Act 2006

Scheme Record Time 6.00 p.m. on the Effective Date

Scheme Shareholder a holder of Scheme Shares at any relevant date or time

Scheme Shares the Ophir Shares:

(a) in issue at the date of this document;

(b) (if any) issued after the date of this document but before the

Voting Record Time; and

(c) (if any) issued at or after the Voting Record Time but before

the Scheme Record Time on terms that the holder thereof

shall be bound by the Scheme or in respect of which the

original or any subsequent holders thereof are, or have agreedin writing to be, bound by the Scheme,

83

and, in each case, which remain in issue at the Scheme Record

Time, but excluding, in any case, any Ophir Shares held in treasury

and any Excluded Shares

Shareholder Helpline 0333 207 6376 for Ophir Shareholders calling from within the UK

(or +44 121 415 0949 for Ophir Shareholders calling from outside

the UK)

Special Resolution the special resolution to be proposed by Ophir at the General

Meeting in connection with, among other things, the alteration of

the Articles and such other matters as are necessary to implement

the Scheme and the Acquisition

Specific Regulatory Conditions Conditions 2(b) and 2(c) set out in Part III of this document

subsidiary has the meaning given in section 1159 of the Companies Act 2006

subsidiary undertaking has the meaning given in section 1162 of the Companies Act 2006

substantial interest a direct or indirect interest in 20 per cent. or more of the voting or

equity capital or the equivalent of an undertaking

SSB has the meaning given in paragraph 12.2 of Part VI of this

document

Takeover Code the City Code on Takeovers and Mergers, as amended from time to

time

Takeover Offer if Medco Global elects and the Panel consents to make the

Acquisition by way of a takeover offer (as that term is defined inChapter 3 of Part 28 of the Companies Act 2006), the offer to be

made by Medco Global, or an Affiliate thereof, to acquire the entire

issued and to be issued share capital of Ophir (other than any Ophir

Shares held in treasury) including, where the context admits, any

subsequent revision, variation, extension or renewal of such offer

Third Party any relevant government or governmental, quasi-governmental,

supranational, statutory, regulatory, environmental or investigative

body, antitrust regulator, central bank, court, trade agency,

association, institution, any entity owned or controlled by any

relevant government or state, or any other body or person

whatsoever in any relevant jurisdiction

TPDC Tanzania Petroleum Development Corporation

UK Listing Authority or UKLA the FCA (or any successor authority or authorities, as relevant),

acting in its capacity as the competent authority for the purposes ofPart VI of FSMA

uncertificated or in uncertificated

form

recorded on the relevant register as being held in uncertificated

form in CREST and title to or interests in which may be transferred

by means of CREST

undertaking has the meaning given in section 1161 of the Companies Act 2006

United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland

United States or US the United States of America, its territories and possessions, any

state of the United States of America and the District of Columbia

Voting Record Time 6.30 p.m. on the day which is two business days before the date of

the Court Meeting or the General Meeting (as applicable) or, if the

Court Meeting (or General Meeting) is adjourned, 6.30 p.m. on the

day which is two business days before the date of such adjourned

meeting

Wider Medco Group Medco and its subsidiary undertakings, Associated Undertakings

and any other undertakings in which Medco and such undertakings

(aggregating their interests) have a substantial interest, excluding

the Ophir Group

84

Wider Ophir Group Ophir and its subsidiary undertakings, Associated Undertakings

and any other undertakings in which Ophir and such undertakings

(aggregating their interests) have a substantial interest

YELLOW Form of Proxy the YELLOW form of proxy for use in relation to the General

Meeting and which accompanies this document

£ or pounds sterling pounds sterling, the lawful currency for the time being of the UK,

and references to ‘‘pence’’ and ‘‘p’’ shall be construed accordingly

$ or US$ US dollars, the lawful currency for the time being of the United

States

All times referred to are to London time unless otherwise stated.

All references to statutory provision or law or to any order or regulation shall be construed as a

reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted

from time to time and all statutory instruments, regulations and orders from time to time made

thereunder or deriving validity therefrom.

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PART IX

GLOSSARY OF TECHNICAL TERMS

2C best estimate scenario of contingent resources

2P best estimate scenario of reserves, taken to be equivalent to the sum

of proven plus probable reserves

appraisal the phase of petroleum operations immediately following a

successful discovery. Appraisal is carried out to determine size,

production rate and the most efficient development of a field

block term commonly used to describe areas over which there is a

petroleum or production licence or PSC

boe US barrels of oil equivalent derived by converting gas to oil and is

dependent on the energy content of the gas

boe/d boe per day

condensate hydrocarbons which are in the gaseous state under reservoir

conditions and which become liquid when temperature or pressureis reduced. A mixture of pentanes and higher hydrocarbons

contingent resources those quantities of petroleum estimated, as of a given date, to be

potentially recoverable from known accumulations, but the applied

project(s) are not yet considered mature enough for commercialdevelopment due to one or more contingencies. Contingent

resources may include, for example, projects for which there are

currently no viable markets, or where commercial recovery is

dependent on technology under development, or where evaluation

of the accumulation is insufficient to clearly assess commerciality.

Contingent resources are further categorised in accordance with the

level of certainty associated with the estimates and may be sub-

classified based on project maturity and/or characterised by theireconomic status

deepwater any area of water over 250m in depth

discovery an exploration well which has encountered oil and gas for the first

time in a structure

exploration the phase of operations which covers the search for oil or gas by

carrying out detailed geological and geophysical surveys followed

up where appropriate by exploratory drilling

field a geographical area under which either a single oil or gas reservoir

or multiple oil or gas reservoirs lie, all grouped on or related to the

same individual geological structural feature and/or stratigraphic

condition

FLNG floating liquefied natural gas

hydrocarbon a compound containing only the elements hydrogen and carbon.

May exist as a solid, a liquid or a gas. The term is mainly used in a

catch-all sense for oil, gas and condensate

licence an exclusive right to explore for petroleum, usually granted by anational governing body

LNG liquified natural gas

m metre

Mboe/d thousand boe per day

MMboe million boe

MMscf million standard cubic feet

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natural gas gas, predominantly methane, occurring naturally, and often found

in association with crude petroleum

non-operated interest the participating interest of a person and such person is not

appointed as operator under the applicable joint operating

agreement and/or production sharing contract

offshore that geographic area that lies seaward of the coastline

oil a mixture of liquid hydrocarbons of different molecular weights

onshore geographic area that lies landward of the coastline

operated interest the participating interest of a person and such person is appointed

as the operator under the applicable joint operating agreement and/

or production sharing contract

operator the company that has legal authority to drill wells and undertake

production of oil and gas. The operator is often part of a

consortium and acts on behalf of this consortium

participating interest the proportion of exploration and production costs each party will

bear and the proportion of production each party will receive, as set

out in an operating agreement

petroleum a generic name for oil and gas, including crude oil, natural gas

liquids, natural gas and their products

PRMS or 2007 PRMS 2007 Petroleum Resources Management System (as defined by the

Society of Petroleum Engineers, American Association of

Petroleum Geologists, World Petroleum Council and the Society

of Petroleum Evaluation Engineers)

PSC production sharing agreement or contract under which the

contractor agrees to fund and carry out pre-agreed work

programmes on behalf of the concession owner in return for a

share of production revenues

reserves those quantities of petroleum which are anticipated to be

commercially recoverable by application of development projectsto known accumulations from a given date forward under defined

conditions. Reference should be made to the full 2007 PRMS

definitions for the complete definitions and guidelines

reservoir an underground porous and permeable formation where oil and gas

has accumulated

resources contingent and prospective resources, unless otherwise specified

upstream operations stages in the oil and gas industry that involveexploration and production

wellhead the equipment at the surface of a well used to control the pressureof the well; the point at which the hydrocarbons and water exit the

ground

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PART X

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

OF ENGLAND AND WALESCOMPANIES COURT (ChD)

ICC JUDGE BARBER

CR-2019-001002

IN THE MATTER OF OPHIR ENERGY PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 1 March 2019 made in the above matters theCourt has given permission for a meeting (the ‘‘Court Meeting’’) to be convened of the Scheme

Shareholders (as defined in the scheme of arrangement referred to below) for the purpose of

considering and, if thought fit, approving (with or without modification) a scheme of arrangement

(the ‘‘Scheme of Arrangement’’) proposed to be made between Ophir Energy plc (the ‘‘Company’’) and

the Scheme Shareholders, and that such Court Meeting shall be held at the offices of Linklaters LLP,

One Silk Street, London EC2Y 8HQ, United Kingdom on 25 March 2019 at 10.00 a.m., at which

place and time all Scheme Shareholders are requested to attend.

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be

furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of

which this Notice forms part.

Shareholders entitled to attend and vote at the Court Meeting may vote in person or they may appointanother person, whether a member of the Company or not, as their proxy to attend and vote in their

stead.

A BLUE Form of Proxy for use in connection with the Court Meeting is enclosed with this Notice

or shall be sent in a separate mailing to those Scheme Shareholders who have elected or are deemed

to have elected to receive documents and notices from the Company via the Company’s website.

Scheme Shareholders entitled to attend and vote at the Court Meeting who hold their shares through

CREST may appoint a proxy using the CREST electronic proxy appointment service. Scheme

Shareholders entitled to attend and vote at the Court Meeting may appoint a proxy electronically by

logging on to the website of Equiniti, the Company’s registrar, at www.sharevote.co.uk using the

Voting ID, Task ID and Shareholder Reference Number set out in the Form of Proxy and following

the online instructions.

Completion and return of the BLUE Form of Proxy, or the appointment of a proxy electronically orthrough CREST, shall not prevent a Scheme Shareholder from attending and voting in person at the

Court Meeting or any adjournment thereof.

Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares.

Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is

appointed to exercise the rights attached to a different share or shares held by such Scheme

Shareholder. A space has been included in the BLUE Form of Proxy to allow Scheme Shareholders

to specify the number of shares in respect of which that proxy is appointed. Scheme Shareholders

who return the BLUE Form of Proxy duly executed but leave this space blank shall be deemed to

have appointed the proxy in respect of all their Scheme Shares.

Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding

should photocopy the BLUE Form of Proxy or contact the Company’s registrars, Equiniti Limited ofAspect House, Spencer Road, Lancing BN99 6DA, United Kingdom or by calling 0333 207 6376

within the UK (or +44 121 415 0949 from outside the UK). Scheme Shareholders who wish to

appoint more than one proxy in respect of their shareholding should also read the information

regarding the appointment of multiple proxies set out on the BLUE Form of Proxy.

It is requested that BLUE Forms of Proxy, and any power of attorney or other authority under

which they are executed (or a duly certified copy of any such power or authority), be lodged with the

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Company’s registrars or be submitted through CREST or electronically by no later than 10.00 a.m.

on 21 March 2019 (or not less than 48 hours (excluding any part of a day that is a non-working

day) before the time appointed for any adjourned meeting), but if forms are not so lodged or

submitted, they may be handed to the Company’s registrars or the Chairman before the start of theCourt Meeting.

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and,

for this purpose, seniority shall be determined by the order in which the names stand in the register

of members of the Company in respect of the joint holding.

Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the number of

votes which may be cast thereat shall be determined by reference to the register of members of the

Company at 6.30 p.m. on the day which is two business days before the date of the Court Meeting

or adjourned meeting (as the case may be). In each case, changes to the register of members of the

Company after such time shall be disregarded.

By the said Order, the Court has appointed Alan Booth or, failing him, Anthony Rouse or, failing

him, any other director of the Company, to act as Chairman of the Court Meeting and has directed

the Chairman to report the result thereof to the Court.

The Scheme of Arrangement shall be subject to the subsequent sanction of the Court.

Dated 1 March 2019

LINKLATERS LLP

One Silk Street

London EC2Y 8HQSolicitors for the Company

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PART XI

NOTICE OF GENERAL MEETING

OPHIR ENERGY PLC(Registered in England and Wales with registered number 05047425)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company shall be held at the

offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom on 25 March 2019

at 10.15 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this

Notice forms part) has concluded or been adjourned) for the purpose of considering and, if thought

fit, passing the following resolution which shall be proposed as a special resolution:

SPECIAL RESOLUTION

1 THAT:

(1) for the purpose of giving effect to the scheme of arrangement dated 1 March 2019 (the

‘‘Scheme’’) between the Company and its Scheme Shareholders (as defined in the Scheme), aprint of which has been produced to this meeting and for the purposes of identification signed

by the chairman thereof, in its original form or subject to any modification, addition or

condition agreed by the Company and Medco Energi Global PTE Ltd (‘‘Medco Global’’) and

approved or imposed by the Court, the directors of the Company be authorised to take all such

action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(2) with effect from the passing of this resolution, the articles of association of the Company be

amended by the adoption and inclusion of the following new article 125:

‘‘125 SCHEME OF ARRANGEMENT

125.1 In this Article, the ‘‘Scheme’’ means the scheme of arrangement dated 1 March 2019

between the Company and its Scheme Shareholders (as defined in the Scheme) under Part26 of the Companies Act 2006 in its original form or with or subject to any modification,

addition or condition approved or imposed by the Court and agreed by the Company and

Medco Energi Global PTE Ltd (‘‘Medco Global’’) and (save as defined in this Article)

expressions defined in the Scheme shall have the same meanings in this Article.

125.2 Notwithstanding any other provision of these Articles, if the Company issues any Ordinary

Shares (other than to Medco Global or its nominee(s)) after the adoption of this Article

and before the Scheme Record Time, such shares shall be issued subject to the terms of

the Scheme (and shall be Scheme Shares for the purposes thereof) and the holders of such

shares shall be bound by the Scheme accordingly.

125.3 Subject to the Scheme becoming effective, if any Ordinary Shares are issued (or transferredfrom treasury) to any person (a ‘‘New Member’’) (other than under the Scheme or to

Medco Global or its nominee(s)) on or after the Scheme Record Time (the ‘‘Post-Scheme

Shares’’), they shall be immediately transferred to Medco Global (or as it may direct) in

consideration of the payment to the New Member of an amount in cash for each Post-

Scheme Share equal to the cash consideration per Scheme Share payable pursuant to the

Scheme, provided that any New Member may, prior to the issue of any Post-Scheme

Shares to such New Member pursuant to the exercise of an option under any of the Ophir

Share Schemes, give not less than five business days’ written notice to the Company insuch manner as the Directors shall prescribe of their intention to transfer some or all of

such Post-Scheme Shares to their spouse or civil partner. Any such New Member may, if

such notice has been validly given, on such Post-Scheme Shares being issued to such New

Member, immediately transfer to their spouse or civil partner any such Post-Scheme

Shares, provided that such Post-Scheme Shares shall then be immediately transferred from

that spouse or civil partner to Medco Global (or as it may direct) pursuant to this Article

as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme

Shares to a New Member’s spouse or civil partner takes place in accordance with thisArticle, references to ‘‘New Member’’ in this Article shall be taken as referring to the

spouse or civil partner of the New Member. If notice has been validly given pursuant to

this Article but the New Member does not immediately transfer to their spouse or civil

partner the Post-Scheme Shares in respect of which notice was given, such shares shall be

transferred directly to Medco Global (or as it may direct) pursuant to this Article.

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For the purposes of this Article, ‘‘Ophir Share Schemes’’ means the Ophir Deferred Share

Plan 2012, the Ophir Energy Company Limited 2006 Share Option Plan and the Ophir

Energy Long-term Incentive Plan 2011.

125.4 On any reorganisation of, or material alteration to, the share capital of the Company

(including, without limitation, any subdivision and/or consolidation) effected after theScheme Effective Time, the value of the cash payment per share to be paid under

paragraph 125.3 of this Article may be adjusted by the Directors in such manner as the

auditors of the Company may determine to be appropriate to reflect such reorganisation or

alteration. References in this Article to Ordinary Shares shall, following such adjustment,

be construed accordingly.

125.5 To give effect to any transfer of Post-Scheme Shares, the Company may appoint any

person as attorney or agent for the New Member to transfer the Post-Scheme Shares to

Medco Global and/or its nominee(s) and do all such other things and execute and deliver

all such documents as may in the opinion of the attorney or agent be necessary ordesirable to vest the Post-Scheme Shares in Medco Global or its nominee(s) and, pending

such vesting, to exercise all such rights attaching to the Post-Scheme Shares as Medco

Global may direct. If an attorney or agent is so appointed, the New Member shall not

thereafter (except to the extent that the attorney or agent fails to act in accordance with

the directions of Medco Global) be entitled to exercise any rights attaching to the Post-

Scheme Shares unless so agreed by Medco Global. The attorney or agent shall be

empowered to execute and deliver as transferor a form or forms of transfer or other

instrument(s) or instruction(s) of transfer on behalf of the New Member in favour ofMedco Global and/or its nominee(s) and the Company may give a good receipt for the

consideration for the Post-Scheme Shares and may register Medco Global and/or its

nominee(s) as holder thereof and issue to it certificates for the same. The Company shall

not be obliged to issue a certificate to the New Member for the Post-Scheme Shares.

Medco Global shall send a cheque in sterling drawn on a UK clearing bank in favour of

that New Member for the consideration for such Post-Scheme Shares within seven days of

the issue of the Post-Scheme Shares to the New Member.

125.6 Notwithstanding any other provision of these Articles, neither the Company nor the

Directors shall register the transfer of any Scheme Shares between the Scheme Record

Time and the Scheme Effective Time.’’

By order of the Board

1 March 2019

Philip Laing

General Counsel and Company Secretary

Registered office

Level 4, 123 Victoria Street

London SW1E 6DE

United KingdomNotes:

1. Only those Ophir Shareholders registered on the register of members of the Company as at 6.30 p.m. on 21 March 2019 (or theirduly appointed representatives) shall be entitled to attend, speak and vote at the General Meeting in respect of the number ofOphir Shares registered in their name at that time or, if the meeting is adjourned, two business days before the date of suchadjourned General Meeting (as the case may be). In each case, changes to entries on the register of members after such time shallbe disregarded in determining the rights of any person to attend, speak or vote at the General Meeting.

2. An Ophir Shareholder entitled to attend, speak and vote is entitled to appoint one or more proxies to attend and speak and voteinstead of him or her. A proxy need not be a member of the Company but must attend the General Meeting to represent the OphirShareholder. If an Ophir Shareholder appoints more than one proxy, each proxy must be appointed to exercise the right attachedto a different Ophir Share (or Ophir Shares) held by that Ophir Shareholder.

3. In order to be valid, the YELLOW Form of Proxy, and any supporting documentation (see note 6), must be returned by one of thefollowing methods:* in hard copy form by post, by courier or by hand (during business hours) to Ophir’s Registrar, Equiniti Limited, Aspect

House, Spencer Road, Lancing BN99 6DA, United Kingdom;* electronically through the Company Registrar’s website: www.sharevote.co.uk, where full instructions on the procedures are

given. The Voting ID, Task ID and Shareholder Reference Number printed on the form of proxy will be required to use thiselectronic proxy appointment system; or

* in the case of CREST members, by utilising the procedure set out below in notes 17 to 20.

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To be valid, proxies must be received no later than 10.15 a.m. on 21 March 2019 or, if the General Meeting is adjourned, 48 hours(excluding any part of a day that is a non-working day) before the time fixed for the adjourned General Meeting. If the YELLOWForm of Proxy is not returned by such time, it will be invalid. Ophir Shares held by Excluded Shareholders (if any) may be votedat the General Meeting. Any electronic communication found to contain a computer virus will not be accepted.

4. To appoint more than one proxy, Ophir Shareholders should obtain additional YELLOW Forms of Proxy from Equiniti Limited,Ophir’s Registrar, using the contact details provided in note 22, or may photocopy the YELLOW Form of Proxy. Please ensurethat the number of Ophir Shares over which each proxy can act is specified. Multiple YELLOW Forms of Proxy should bereturned together to the address provided in note 3.

5. Where two or more YELLOW Forms of Proxy are received for use in respect of the same Ophir Shares, the one which has beendelivered last (regardless of when it was signed or by what means it was delivered) shall be regarded as replacing and revoking theothers which have been received. If it cannot be determined which YELLOW Form of Proxy was delivered last, none of theYELLOW Forms of Proxy shall be treated as valid.

6. The YELLOW Form of Proxy: (i) in the case of an individual must either be signed by the appointer or his/her attorney orauthenticated in accordance with the Company’s articles of association; and (ii) in the case of a corporation must be either givenunder its common seal or be signed on its behalf by an attorney or duly authorised officer of the corporation or authenticated inaccordance with the Company’s articles of association. Any signature on or authentication of such appointment need not bewitnessed. Where an appointment of a proxy is signed or authenticated in accordance with the Company’s articles of associationon behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially must be submitted to theCompany, failing which the appointment may be treated as invalid.

7. The appointment of a proxy (through the return of a completed YELLOW Form of Proxy or other such instrument, or any proxyappointment or instruction made electronically or using the CREST service (see notes 17 to 20)) will not preclude an OphirShareholder from attending the General Meeting and voting in person. If an Ophir Shareholder appoints a proxy or proxies andthen decides to attend the General Meeting in person and vote on a poll using his or her poll card, then the vote in person willoverride the proxy vote(s). If the vote in person is in respect of the Ophir Shareholder’s entire holding of Ophir Shares then allproxy votes will be disregarded. If, however, the Ophir Shareholder votes at the General Meeting in respect of less than the OphirShareholder’s entire holding of Ophir Shares, and the Ophir Shareholder indicates on his/her polling card that all proxies are to bedisregarded, that shall be the case; but if the Ophir Shareholder does not specifically revoke proxies, then the vote in person will betreated in the same way as if it were the last received proxy and the earlier proxies will only be disregarded to the extent that tocount them would result in the number of votes being cast exceeding the Ophir Shareholder’s entire holding of Ophir Shares.

8. The right to appoint a proxy does not apply to persons whose Ophir Shares are held on their behalf by another person and whohave been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006(‘‘nominated persons’’). Nominated persons may have a right under an agreement with the Ophir Shareholder who holds the OphirShares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do nothave such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the personholding the Ophir Shares as to the exercise of voting rights.

9. Voting at the General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll vote every OphirShareholder who is present in person or by proxy has one vote for every ordinary share of which he or she is the holder. The resultsof the poll will be announced through a Regulatory Information Service and will be made available on the Company’s website atwww.ophir-energy.com as soon as practicable following the conclusion of the General Meeting. The total number of issuedordinary shares in the Company on 27 February 2019 (which is the latest practicable date before the publication of this document)is 746,019,407, of which 38,744,151 ordinary shares in the Company were being held in treasury at that date, meaning the totalnumber of votes in the Company exercisable is 707,275,256.

10. Any corporation which is an Ophir Shareholder can appoint one or more corporate representatives who may exercise on suchcorporation’s behalf all of its powers as an Ophir Shareholder provided that they do not do so in relation to the same OphirShares.

11. In the case of joint holders of Ophir Shares, any one Ophir Shareholder may vote. Where more than one of the joint holders ofOphir Shares is present at the General Meeting, or purports to appoint a proxy, only the vote of, or the appointment submitted by,the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders of OphirShares appear in the register of members of the Company in respect of the joint shareholding (the first named being the mostsenior).

12. The YELLOW Form of Proxy includes a vote ‘‘withheld’’ option, which enables Ophir Shareholders to abstain on the SpecialResolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of proportion of votes ‘‘For’’or ‘‘Against’’ the Special Resolution.

13. Any Ophir Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answeredany such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so wouldinterfere unduly with preparation for the General Meeting or involve the disclosure of confidential information; (ii) the answer hasalready been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company orgood order of the General Meeting that the question be answered.

14. A copy of this Notice and other information required by section 311A of the Companies Act 2006 can be found at www.ophir-energy.com.

15. Ophir Shareholders may not use any electronic address provided in either this Notice or any related documents (including theYELLOW Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

16. Subject to note 1 above, Ophir Shareholders may attend, speak and vote at the General Meeting by presenting themselves at theabove place at the stated time. Doors to the venue open at 9.00 a.m. and Ophir Shareholders (or their duly appointedrepresentatives) are encouraged to arrive before 9.30 a.m. in order for them to register and be seated in sufficient time. Please allowtime for registration and security checks.

17. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do sofor the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CRESTPersonal Members or other CREST sponsored members, and those CREST members who have appointed a voting serviceprovider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action ontheir behalf.

18. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance with Euroclear UK & Ireland’s (‘‘EUI’’) specificationsand must contain the information required for such instructions, as described in the CREST Manual (available viawww.euroclear.com). The message (regardless of whether it relates to the appointment of a proxy or to an amendment to theinstruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Company’sagent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time ofreceipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host)

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from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Afterthis time, any change of instructions to a proxy appointed through CREST should be communicated to it by other means.

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

20. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that EUI does not makeavailable special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply inrelation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if theCREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procurethat his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable,their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings.

21. Neither the death nor insanity of an Ophir Shareholder who has appointed a proxy, nor the revocation or termination by an OphirShareholder or the appointment of a proxy (or of the authority under which it was made), shall invalidate the proxy or the exerciseof any of the rights of the proxy thereunder unless notice of such death, insanity, revocation or termination shall have beenreceived by Equiniti Limited, Ophir’s Registrar, at the address specified in note 3 not less than one hour before the commencementof the General Meeting or any adjournment thereof.

22. Except as provided above, Ophir Shareholders who have general queries about the General Meeting or the YELLOW Form ofProxy should use the following means of communication (no other methods of communication will be accepted), by: (i) contactingthe Equiniti Limited, Ophir’s Registrar, in writing at Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, UnitedKingdom; or (ii) by calling the helpline on 0333 207 6376 (for members calling from within the UK) or +44 121 415 0949 (formembers calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday (except public holidays inEngland and Wales). Calls to these numbers from outside the UK will be charged at international rates. Different charges mayapply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes.Please note that Equiniti Limited cannot provide legal, tax or financial advice.

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