ACN 064 957 419

NOTICE OF ANNUAL GENERAL MEETING

incorporating EXPLANATORY MEMORANDUM

and PROXY FORM

Date of meeting: Thursday, 19 November 2015

Time of meeting: 11.00am (Brisbane Time)

Place of meeting: Piper Alderman, Level 36 Riverside Centre, 123 Eagle Street, Brisbane Queensland

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

GALILEE ENERGY LIMITED ACN 064 957 419

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting of Shareholders of Galilee Energy Limited (Company) will be held at 11.00am (Brisbane time) on Thursday, 19 November 2015 at the offices of Piper Alderman, Level 36 Riverside Centre 123 Eagle Street, Brisbane, Queensland.

The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting. Capitalised terms used in this Notice of Meeting have the meaning given to them in the 'Definitions' section at the end of the Explanatory Memorandum.

ORDINARY BUSINESS

1. Annual Financial Statements and Report

   
   

   To receive and consider the financial statements of the Company for the year ended 30 June 2015 together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

   
   

2. Resolution 1 - Non-Binding Resolution to Adopt the Remuneration Report for the Financial Year ended 30 June 2015

   
   

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

   
   

   'That, for the purposes of section 250R of the Corporations Act 2001, the Remuneration Report for the year ended 30 June 2015 be adopted.'

   
   

   Please note that the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

   
   

   Voting Exclusion Statement

   
   

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

   
   

3. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

   
   

4. a Closely Related Party of such member.

   
   

   However, a person described above may cast a vote on Resolution 1 if:

   
   

5. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

   
   

6. it is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy:

   
   

7. does not specify the way the proxy is to vote on the resolution; and

   
   

8. expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

9. Resolution 2 - To Re-elect Mr Paul Bilston as a Director




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




'That Paul Bilston, who retires by rotation in accordance with Rule 79.1 of the Constitution of the Company, being eligible for re-election, be re-elected as a director of the Company.'




The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered. Shareholders should read the Explanatory Memorandum in full.




OTHER BUSINESS




To consider any other business that may lawfully be brought forward in accordance with the Constitution and the Corporations Act.




QUESTIONS AND COMMENTS BY SHAREHOLDERS AT GENERAL MEETING




A reasonable opportunity will be given to Shareholders as a whole at the Meeting to ask questions about or make comments on the Remuneration Report and the management of the Company and to ask the auditors or their representative questions relevant to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.




BY ORDER OF THE BOARD







Stephen Rodgers Company Secretary Dated: 16 October 2015




ENTITLEMENT TO ATTEND AND VOTE




In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (Sydney time) on Tuesday 17 November 2015.




Shareholders can vote by either:-

• attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice; or

• by submitting their proxy appointment and voting instructions by facsimile.

  
  

  Voting in person (or by attorney)

  Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's Share Register and attendance recorded. Attorneys should bring with them an

  original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

  
  

  Voting by a Corporation

  A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company's Share Registry.

  
  

  Voting by Proxy

  
  

• A Shareholder entitled to attend and vote is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  
  

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

• To be effective, proxies must be lodged by 11.00am (Brisbane time) on Tuesday 17 November 2015. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:-

1. by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:-

   The Share Registry Galilee Energy Limited

   c/- Computershare Investor Services Pty Limited GPO Box 242

   MELBOURNE VIC 3001

   or

2. by faxing a completed proxy form to:- Computershare Investor Services Pty Limited, on

   1800 783 447 (within Australia); or

   + 61 3 9473 2555 (outside Australia)

   or

3. by visiting: - www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

   Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com

   or

4. by scanning the QR code located on the front of the accompanying proxy form and logging in with your postcode.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 11.00am (Brisbane time) on Tuesday 17 November 2015. If facsimile transmission is used, the Power of Attorney must be certified.




How undirected proxies held by the Chairman of the meeting will be voted




If you appoint the Chairman of the Meeting as your proxy and you do not specify in the Proxy Form the manner in which you wish the Chairman to vote on the Resolutions to be considered at the Meeting, the Chairman intends to vote in favour of all Resolutions. If you do not direct the Chairman how to vote on Resolutions 1 and 2 you expressly authorise the Chairman to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel, which includes the Chairman.




If you appoint the Chairman of the Meeting as your proxy and wish to direct the Chairman how to vote on some or all of the Resolutions to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the Proxy Form).




Galilee encourages all Shareholders who submit proxies to direct their proxy how to vote on each resolution.




IMPORTANT VOTING RESTRICTIONS




If you are entitled to vote, and you wish to appoint a proxy, you should be aware that if your proxy is a person who is not entitled to vote in their own right, the person may (subject to the Corporations Act) still vote as your proxy but your proxy's vote on your behalf will only be valid if, subject to the comments above in respect of undirected proxies held by the Chairman, you direct your proxy on the Proxy Form how to vote and the proxy does vote as directed.

GALILEE ENERGY LIMITED ACN 064 957 419 EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in Galilee Energy Limited (Company) in connection with the business to be considered at the Meeting of Shareholders to be held at 11.00am (Brisbane time) on Thursday, 19 November 2015 at the offices of Piper Alderman, Level 36 Riverside Centre, 123 Eagle Street, Brisbane Queensland.




This Explanatory Memorandum comprises part of the accompanying Notice of Meeting. Capitalised terms are defined in the 'Definitions'' section at the end of this Explanatory Memorandum. Details of the business to be considered at this Meeting are set out below.




Purpose of Explanatory Memorandum




The purpose of this Explanatory Memorandum is to provide Shareholders with information which may be relevant to the Resolutions to be put to Shareholders at the Meeting.




1. Annual Financial Report

   
   

   The first item of business of the Notice of Meeting deals with the presentation of the Company's Annual Financial Report for the year ending 30 June 2015. Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.

   
   

   The Company's Annual Financial Report for the year ended 30 June 2015 is available on the Company's website at www.galilee-energy.com.au.

   
   

   No resolution is required to be moved in respect of this item.

   
   

2. Resolution 1: Remuneration Report for the Year ended 30 June 2015

   
   

   During this item of business, Shareholders at the meeting may comment on and ask questions about the Remuneration Report that appears in the Company's Annual Report 2015.

   
   

   Section 300A of the Corporations Act requires the Director's Report to contain a Remuneration Report (Report) containing information about the Board's policy for determining the nature and amount of the remuneration of directors and senior management. The Report must also explain the relationship between the remuneration policy and the Company's performance. The disclosure requirements stipulated in section 300A of the Corporations Act have been complied with.

   
   

   The Corporations Act (sections 250R (2) and 250R (3)) provides that the vote on the adoption of the Report is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on the resolution at the Annual General Meeting are against adoption of the Report, then:

   
   

   • if comments are made on the Report at the Annual General Meeting, the Company's Remuneration Report for the financial year ending 30 June 2016 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

     
     

   • if, at the Company's 2016 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the Remuneration Report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting (Spill Meeting) be called to consider the

     election of Directors of the Company (Spill Resolution). For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

     
     

     Recommendation

     
     

     The Remuneration Report forms part of the Company's Annual Report, made in accordance with a unanimous resolution of the Directors. Each of the Directors recommends the Report to Shareholders for adoption.

     
     

3. Resolution 2: Re-election of Paul Bilston as a Director




Mr Paul Bilston was appointed as a Director following his election to the Board by shareholders at the general meeting of the Company held 24 September 2013.




Rule 79.1 of the Constitution provides that a director may not hold office for a continuous period in excess of 3 years or past the third annual general meeting following the Director's appointment, whichever is the longer, without submitting for re-election.




Paul Bilston having been appointed to the Board on 24 September 2013 therefore retires from office in accordance with this requirement and being eligible submits himself for re-election




Paul Bilston holds a Bachelor of Mechanical Engineering and holds a Ph.D. in Structural Engineering, with 20 years' experience in the oil & gas sector. He has worked in a number of senior technical, commercial and management roles for companies including Worley, GHD, AGL Energy, AJ Lucas and Challenger Energy.




In recent years his focus has been on the unconventional hydrocarbons space in Australia and overseas, and managed the Gloucester Gas project in NSW which was sold in December 2008 for $370M to AJ Lucas and MPO. Paul has been active in international exploration projects, and until recently where he was Managing Director of the ASX listed Challenger Energy, where he reviewed more than 50 different opportunities in the oil & gas sector. During his time in that role, acquiring 2 projects in the US and executing drilling projects on both of them in addition to raising more than $20M in funds for exploration projects.




Recommendation of Directors




The Directors (other than Paul Bilston) unanimously recommend that Shareholders vote in favour of Resolution 2.




Definitions

The following words shall have the following meanings in this Notice of Meeting and Explanatory Memorandum:

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or, where applicable, the Australian Securities Exchange operated by ASX.

Board means the Board of Directors of the Company.

Closely Related Party means:




1. a spouse or child of the member; or

2. has the meaning given in section 9 of the Corporations Act.

Company or Galilee means Galilee Energy Limited ACN 064 957 419.




Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company at the date of this Notice of Meeting.




Explanatory Memorandum means this explanatory memorandum and any schedule or annexure to it.

Group means the Company and each of its Associated Body Corporates (as that term is defined in the Corporations Act).

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules or ASX Listing Rules means the listing rules of ASX.

Meeting means the Annual General Meeting of the Company to be held at the offices of Piper Alderman Level 36, Riverside Centre 123 Eagle Street, Brisbane, Queensland on Thursday 19 November 2015 at 11.00am (Brisbane Time).

Notice of Meeting means, unless the context requires otherwise, this document which comprises the Company's Notice of Meeting to be held at 11.00am (Brisbane time) on Thursday, 19 November 2015 at the offices of Piper Alderman, Level 36, Riverside Centre 123 Eagle Street, Brisbane Queensland and the accompanying Explanatory Memorandum and the Proxy Form.

Participant means an eligible employee who has accepted an offer from the Company to participate in the Plan.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.




Resolution means a resolution of the Company set out in this Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder in the Company.




Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.




In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

*S00000112Q01*







*S00000112Q01*

ABN 11 064 957 419




T 000001 000 GLL

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 Online:

www.investorvote.com.au

 By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne

Victoria 3001 Australia




Alternatively you can fax your form to (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555




For all enquiries call:

(within Australia) 1300 850 505

(outside Australia) +61 3 9415 4000




Voting Form






Vote and view the annual report online

•

•Follow the instructions on the secure website to vote.

Go to www.investorvote.com.au or scan the QR Code with your mobile device.







Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.




 For your vote to be effective it must be received by 11:00am (Brisbane time) Tuesday 17 November 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.




Vote Directly

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.

Appoint a Proxy to Vote on Your Behalf

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that

person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate 'Appointment of Corporate Representative' prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, 'Printable Forms'.




Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, 

or turn over to complete the form




Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030




Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise






their broker of any changes.

I 9999999999

I ND




Voting Form Please mark to indicate your directions




STEP 1

Indicate How your Vote will be Cast Select one option only XX

At the Annual General Meeting of Galilee Energy Limited to be held at the offices of Piper Alderman, Level 36 Riverside Centre, 123 Eagle

Street, Brisbane, Queensland on Thursday, 19 November 2015 at 11:00am (Brisbane time) and at any adjournment or postponement of that meeting, I/We being member/s of Galilee Energy Limited direct the following:

1. Vote Directly

   Record my/our votes

2. Appoint a Proxy to Vote on Your Behalf:

the Chairman

I/We hereby appoint

PLEASE NOTE: Leave this box blank if you have selected the Chairman of

strictly in accordance with directions in Step 2. OR

of the Meeting OR

the Meeting. Do not insert your own name(s).

 PLEASE NOTE: A Direct Vote will take priority over the appointment of a

Proxy. For a valid Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).

STEP 2 Items of Business

Against

Abstain

 PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.

For

1. Remuneration Report for the Year ended 30 June 2015

2. Re-election of Mr Paul Bilston as a Director




The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.




SIGN Signature of Securityholder(s) This section must becompleted.

Individual or Securityholder 1 Securityholder 2 Securityholder 3




Sole Director and Sole Company Secretary Director Director/Company Secretary




Contact Name

Contact Daytime

Telephone Date //




G L L 2 0 0 9 6 2 A