Petroleum‌‌‌

ABN 65 086 630 373

ANNUAL GENERAL MEETING

Perth

Friday 6 May 2016

The Nido Petroleum Limited Annual General Meeting ("AGM") will be held at Nido's offices, Level 3, 1 Preston Street, Como, Western Australia, commencing at 2.00 pm (AWST) on 6 May 2016, with registration from 1.30 pm.

The following documents relate to the AGM:

• Notice of how to access a copy of the Company's electronic Annual Report for the year ended 31 December 2015;

  
  

• Notice of Annual General Meeting;

  
  

• Explanatory Memorandum; and

  
  

• Proxy Form and return envelope.

The Notice of Meeting, Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

If you are attending the AGM in Perth and have not lodged a Proxy Form, please bring the Proxy Form with you to assist with registration.

If you are not attending the AGM in Perth, you can lodge a completed Proxy Form by returning it in the enclosed envelope, by facsimile or online.

Please be aware that the Proxy Form needs to be received by the Nido Share Registrar by no later than 2.00 pm (AWST) on 4 May 2016. Proxy Forms received later than this time will be invalid. Further details on lodging your Proxy Form can be found on the reverse side of the Proxy Form.

CONTENTS

Notice of How to Access a Copy of the Company's Electronic Annual Report for page 3 the Year Ended 31 December 2015

Notice of Annual General Meeting page 4

Explanatory Memorandum page 10

Glossary page 14

Proxy Form

NOTICE OF HOW TO ACCESS A COPY OF THE COMPANY'S ELECTRONIC ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2015.

Nido has adopted regulations that enable it to no longer distribute a hard copy Annual Report, unless a Shareholder elects to continue to receive a hard copy.

In accordance with the Corporations Act, Nido advises that a copy of its Annual Report for the year ended 31 December 2015 is available to view or download at the website address, www.nido.com.au.

Please note that if you have elected to continue to receive a hard copy of the Company's Annual Report, the Annual Report will accompany this Notice of Meeting or alternatively it will be mailed to you no later than 21 days before the Annual General Meeting.

However, if you did not elect to continue to receive a hard copy of the Company's Annual Report and now (or sometime in the future) wish to receive a hard copy of the Company's Annual Report then please contact Nido's Share Registrar on +61 8 9323 2000. They will be pleased to mail you a copy.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the AGM for Nido Petroleum Limited (ACN 086 630 373) ("Nido" or "the Company") for 2016 will be held at Nido's offices, Level 3, 1 Preston Street, Como, Western Australia, on Friday, 6 May 2016 at

2.00 pm (AWST).

Terms used in this Notice and the Explanatory Memorandum are defined in the glossary on page 15 of this document.

Important: The resolutions set out in this Notice should be read together with the accompanying Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Annual Financial Report

To consider the Annual Financial Report, the Directors' Report and the Auditor's Report of Nido and its consolidated entities for the financial year ended 31 December 2015.

Resolution 1: Adoption of the Remuneration Report (non-binding)

To consider and, if thought fit, to pass the following resolution as an advisory resolution:

'That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Annual Remuneration Report for Nido (which is contained in the Directors' Report) for the financial year ended 31 December 2015 be adopted.'

Note: In accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. However, see the Explanatory Memorandum for the implications if at least 25% of votes cast on this resolution are against its adoption.

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting Exclusions' section of the Notes to this Notice.

Election of Directors

Resolution 2: Election of Director - Mr Krairit Nilkuha

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'That, Mr. Krairit Nilkuha who, having been appointed by the Board as a Director since the last annual general meeting, retires in accordance with the Constitution and ASX Listing Rules and being eligible, offers himself for election, be elected as a Director of the Company.'

Resolution 3: Election of Director - Mr William Bloking

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'That, Mr William Bloking, who retires by rotation in accordance with the Constitution and the ASX Listing Rules and being eligible, offers himself for re-election, be elected as a Director of the Company.'