INTL PETR ADR 
By TIME: 9am (WST)
DATE: 15 November 2013
PLACE: 32 Harrogate Street
West Leederville WA 6007
Australia
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9388 0744.
C O N T E N T S
Notice of General Meeting (setting out the proposed Resolution) 4
Explanatory Statement (explaining the proposed Resolution) 5
Glossary 11
Proxy Form Attached
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
9.00am (WST) on 15 November 2013 at:
32 Harrogate Street
West Leederville WA 6007
Australia
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSONTo vote in person, attend the General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria, 3001, Australia; or
(b) facsimile to Computershare Investor Services Pty Ltd on facsimile number 1800 783 447 (within Australia) and +61 3 9473 2555 (outside Australia),
so that it is received not later than 9.00am (WST) on 13 November 2013.
Proxy Forms received later than this time will be invalid. Enquiries in respect of the proxy form should be made on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
Proxy Forms received later than this time will be invalid.
Changes to Proxy Voting
Shareholders and their proxies should be aware that pursuant to sections 250BB and 250BC of the
Corporations Act:
(a) if the proxy votes, they must cast all directed proxies as directed; and
2
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has two or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and
(c) if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either of the following applies:
(i) the proxy is not recorded as attending the meeting; or
(ii) the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
3
N O T I C E O F G E N E R A L M E E T I N G
Notice is given that the General Meeting of Shareholders will be held at 9am (WST) on 15 November
2013 at 32 Harrogate Street, West Leederville, Western Australia.
The Explanatory Statement provides additional information on matters to be considered at the
General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at opening of business on 14 November 2013.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
AGENDA
SPECIAL BUSINESS
RESOLUTION 1 -SALE OF RUSSIAN ASSETS AND KAZAKHSTAN ASSETSTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
"That, for the purpose of clause 32 of the Constitution of the Company and Listing Rule
6.41(ii) of the NSX Listing Rules and for all other purposes, approval is given for the sale by
the Company of its subsidiary companies, IPL Siberia Limited (a company incorporated in the Cayman Islands) and Eastern Petroleum Corporation Limited (a company incorporated in England and Wales), on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
DATED: 14 OCTOBER 2013
BY ORDER OF THE BOARD
CLAIRE TOLCON COMPANY SECRETARY
4
E X P L A N AT O R Y S TAT E M E N T
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 9:00am (WST) on 15
November 2013 at 32 Harrogate Street, West Leederville, Western Australia.
This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.
In October 2013, the Company entered into two binding conditional terms sheets (individually Terms Sheet or together Terms Sheets) pursuant to which the Company has agreed to sell its assets in Kazakhstan (Kazakhstan Assets) and Russia (Russian Assets) via the sale of its subsidiary companies, IPL Siberia Limited (a company incorporated in the Cayman Islands) and Eastern Petroleum Corporation Limited (a company incorporated in England and Wales), to an unrelated company incorporated in Hong Kong (Buyer).
A summary of the key terms of the Terms Sheets are set out below:
Kazakhstan Assets
(a) pursuant to the Terms Sheet between the Company and the Buyer, the Company will sell 100% of the issued shares in the Company's wholly-owned subsidiary company, Eastern Petroleum Corporation Limited (EPCL), which is the owner of 100% of the issued shares in North Caspian Petroleum Limited (NCPL), which is:
(i) the holder of a 50% interest in the subsurface use contract, which confers rights to conduct exploration of hydrocarbon resources in the Alakol Basin in the Republic of Kazakhstan and was registered by Ministry of Oil and Gas (formerly Ministry of Energy and Mineral Resources) under registration number 1766 on 13 June 2005 (Subsurface Use Contract); and
(ii) the owner of 100% issued shares in a Republic of Kazakhstan entity, North Caspian Petroleum Company (NCPK) Limited Liability Partnership (NCPK), which acts as an operator for the holders of the Subsurface Use Contract in Kazakhstan.
(b) the consideration for the acquisition is 10million US dollars;
(c) the completion of the transaction is conditional on the following:
(i) receipt of a letter from the Buyer to confirm satisfactory due diligence by the Buyer of the Kazakhstan Assets;
(ii) receipt of the approvals by shareholders and/or directors of both the
Company and the Buyer; and
(iii) receipt of the approval from the Kazakhstan Ministry of Oil and Gas of the sale and purchase of the Kazakhstan Assets (Government Approval).
5
(d) the Buyer will deposit 10million US dollars into an escrow account with an international law firm in two stages; 1million US dollars within 3 days of the signing of the Terms Sheet and 9million US dollars within 3 days from issuance of the satisfactory due diligence report and receipt of the Government Approval.
(e) payments from the escrow account will be made to the Company in two instalments:
2million US dollars against presentation of the share transfer form, receipt of the
satisfactory due diligence report and receipt of Government Approval and 8million US dollars against receipt of a letter from the Company certifying that all debts of EPCL, NCPL and NCPK (amounting to approximately US$2million as at 31 August
2013) have been fully and finally settled.
Russian Assets
(a) Pursuant to the Terms Sheet between the Company's wholly-owned subsidiary, International Petroleum Limited (a company incorporated in the Cayman Islands) (Seller) and the Buyer, the Seller will sell to the Buyer 100% of the issued shares in the Seller's wholly-owned subsidiary company, IPL Siberia Limited (IPL Siberia), which is the owner of 100% of the issued shares in Vamaro Investments Limited (a company incorporated in Cyprus) (Vamaro), which owns:
(i) 100% of the issued shares in Yuzhno-Sardakovskoye LLC (a company incorporated in Russia), which is the holder of:
(A) the licence with number KhMN 14621 NE for geological study of subsoil, prospecting and extraction of oil and gas within Yuzhno- Sardakovskoye field; and
(B) the licence with number KhMN 02777 NP for geological study of subsoil and prospecting of oil and gas within Yanchinsky block;
(ii) 100% of the issued shares in Zapadno-Novomolodezhnoye LLC (a company incorporated in Russia), which is the holder of the licence with number KhMN 14622 NE for geological study of subsoil, prospecting and extraction of oil and gas within Zapadno-Novomolodezhnoyeand Novomolodezhnoye fields;
(iii) 100% of the issued shares in Souville Investments Limited (a company incorporated in Cyprus), which owns 100% of the issued shares in Irtysh- Neft LLC (a company incorporated in Russia), which is the holder of:
