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Interoil Exploration and Production ASA : ALTERNATIVE PROPOSAL FOR MEMBERS TO THE BOARD OF DIRECTORS IN INTEROIL EXPLORATION AND PRODUCTION ASA

1. Background
 
Delphi Norge and Storebrand Vekst, together with a group of investors (Group) in Interoil Exploration and Production ASA (IOX), consisting, inter alia, of Verdipapirfondet DnB SMB, MP Pensjon PK, Eystein Koppang and Mathias Wilding recommends that the Ordinary General Meeting to be held on the 30 June 2014 elect three new Board members in Interoil Exploration and Production ASA.
 
The Group believes that the board in IOX must have the following qualifications in order to be able to contribute to the further development of IOX:
 
(i) Experience from E&P companies
(ii) Experience from restructuring cases
(iii) Experience from Latin America
(iv) Experience from capital market transactions
(v) Support from a broad and significant shareholder base in IOX
 
It is the Groups opinion that the alternative proposal fulfils the above qualifications. 
 
 
2. Proposed board members
 
The Group collectively proposes the following:
 
Leif Christian Salomonsen
Proposed Chairman of the Board
 
Mr. Salomonsen is an experienced business executive with an impressive track record of substantial restructuring and turnaround of large public and private international industrial companies, typically underperforming or facing severe operational and financial challenges. He started his career with BP as a Petroleum Engineer and then worked 19 years with Norsk Hydro, first in its Oil & Gas Division (now listed as Statoil ASA) and then in the Agriculture Division (now listed as Yara ASA). His extensive experience within the oil and gas industry includes:
 
· TH Global Plc (formerly Kvaerner Plc and Trafalgar House Plc), where he served as Chairman and CEO heading a workout characterized by complicated legal and financial challenges in multiple jurisdictions and with complex operational and pension challenges (London based)
· Kvaerner ASA (listed in Norway), where he served as President and CEO, structuring the businesses and realizing values
 
He also served as President and CEO leading Raufoss ASA through a
challenging period with major restructurings, performance improvement and sale of all operating entities. Today he serves on several boards including Northland Reserouces AB.
 
Mimi K. Berdal
 
Ms. Berdal is an attorney with substantial board member experience. She has significant experience from Peru as a Director on the board of Camposol which is the leading agricultural industry business in Peru. In addition, she served on the board of the Peruvian fishmeal and fish oil producer Copeinca ASA which was listed on the OSE. In addition to Camposol she currently holds several board positions including REC Solar ASA and Gassco AS.
 
Ragnhild Wiborg
 
Ms. Wiborg is currently Non-Executive Director of four listed companies Borregaard ASA, RECSilicon, EAM Solar as well as IM Skaugen. She has long experiences within the financial market and has previously been CIO of Odin Fund Management and of Consepio. She has also been working with Pareto, ABG (Sundal Collier) as well as investment banks in London First Chicago (now JP Morgan) and SEB.
 
Eystein Koppang
 
Mr. Koppang is a private investor that has significant experience from investing in junior E&P companies and currently holds more than three million shares in IOX. He holds a degree in Master of Business and Economics from Norges Handelshøyskole.
 
Alternate Director Håkon Sandby is not up for election this year and will continue in his current capacity.
 
3. Proposed members to the Nominations Committee
 
The Group further proposes that the following are elected as members of the Nominations Committee:
 
Håkon Sætre, Portfolio Manager at Delphi Funds.
 
Mathias Wilding, Attorney at law
 
A final member will be proposed at the General Meeting based on further discussions with shareholders.
 
4. Remuneration to the members of the Board and Nomination Committee
 
The proposed members of the Board and Nomination Committee will be remunerated through regular fees in accordance with good corporate governance practice. The remuneration will be in accordance with normal practice for companies listed on the Oslo Stock Exchange. No stock options will be issued to the proposed Board or Nomination Committee members.
 
5. Voting 
 
The proposed Board Members have agreed to accept the position on the Board of IOX under the condition that all four proposed board members are elected collectively. Each proposed board member will therefore only accept the position if all proposed board members are elected.
 
6. Proxy for voting
 
The Group proposes that all shareholders in favour of the above proposal which are unable to meet in person at the General Meeting issue a proxy to Mr. Mathias Wilding to represent and vote for their shares. Mr. Wilding can be contacted on info@advokat-wilding.no. Mr. Wilding must have all proxies in hand by 26. June 2014 at 16:00.
 
 
23 June 2014
Håkon H. Sætre
 
 

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Phone: (+47) 67 51 86 50
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info@interoil.no

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