On May 17, 2016, Mr. Mulacek and PIE filed a Proxy Circular (the “Proxy Circular”) on the Canadian Securities Administrators’ SEDAR system and issued a press release regarding the Proxy Circular, including a related letter to shareholders (the “May 17 Press Release”). The Proxy Circular and May 17 Press Release were posted on Mr. Mulacek and PIE’s website regarding Interoil matters.
The Proxy Circular:
• Recommends that the Company’s shareholders vote in favor of the Proposals and solicits their proxies to vote in favor of them;
• Proposes five nominees for director, Mr. Mulacek, David Lasco, David Vance, George Cammon, and Olen Overstreet (the “Concerned Shareholders Nominees”), and solicits the shareholders’ proxies to vote for them;
• Recommends that the shareholders vote against management’s proposal that the Company adopt a new stock option plan and solicits the shareholders’ proxies to vote against it; and
• Recommends that the shareholders vote against management’s proposal that the Company refuse to reimburse Mr. Mulacek and PIE for the expenses they have incurred in bringing the Proposals and solicits the shareholders’ proxies to vote against it.
Detailed descriptions of Mr. Mulacek and PIE’s reasons for making the Proposals and making the other recommendations described above are set forth in the Proxy Circular and the May 17 Press Release. The Proxy Circular also describes the background and qualifications of each of the Concerned Shareholder Nominees.