PCI.L Regulatory News (PCI)

Dublin

11 September 2015

Petroceltic International Plc

Worldview Capital's attempt to convene a further EGM is unlawful

SHAREHOLDERS SHOULD TAKE NO ACTION UNTIL FURTHER ADVISED

Petroceltic International plc (AIM: PCI) ("Petroceltic" or the "Company"), the oil and gas exploration, development and production company focused on the North Africa, Mediterranean and Black Sea regions today formally responds to the unlawful attempt by Worldview Capital Management ("Worldview") to convene a further extraordinary general meeting ("EGM") of the Company, being the fourth EGM sought by Worldview during 2015.

Petroceltic's legal advisers have written to Worldview's legal advisers demanding that Worldview formally withdraws its invalid notice of EGM and also that it publicly announces such withdrawal and, at the same time, informs Shareholders that they should take no action concerning the invalid notice of EGM or the form of proxy provided with the Worldview circular. If Worldview does not do so, Petroceltic will apply to the Irish High Court so as to prevent the unlawful EGM from proceeding.

The Original Proposed Worldview Resolutions were invalid and therefore were not put to the First September EGM

In July 2015 Worldview requisitioned an EGM of the Company (the "First September EGM"). The EGM requisition letter set out two general objects and two related resolutions concerning the Company's borrowing powers. Under its articles of association, the borrowing powers of the Company are exclusively delegated to the Directors of the Company (the "Directors" or the "Board"). Therefore Petroceltic explained in the circular for the First September EGM that the two resolutions proposed by Worldview (the "Original Proposed Worldview Resolutions") did not comply with the requirements of Irish company law and would not be put to the First September EGM.

Petroceltic further explained that part of Worldview's requisition, namely two objects that sought explanations from the Board regarding the contemplated bond issue and the borrowing power under the articles of association (the "Original Worldview Objects"), was valid and therefore would be dealt with at the First September EGM. The First September EGM was held on 7 September 2015 and the valid business of the meeting was dealt with on that day and the results publicly disclosed.

Worldview did not attend the First September EGM (or a second EGM requisitioned by it and held on the same day).

Worldview now seeks to put the same invalid resolutions to a further EGM

The proposed resolutions set out in the circular issued by Worldview on 7 September 2015 are identical to the Original Proposed Worldview Resolutions and accordingly are also invalid. This has already been explained to Worldview by letter (as well as in the First September EGM circular). Worldview knows that the Directors have expressly been given the exclusive power by the Company's articles of association to determine how the Company exercises its borrowing powers. The Directors are then obliged to exercise the borrowing powers in the interests of the Company and Shareholders as a whole. The identical resolutions proposed once again by Worldview cannot be put to a general meeting of Shareholders because they are an unlawful attempt to subvert or override the Directors' exclusive authority on these matters. In addition, because Shareholders were given the opportunity at the First September EGM to deal with the Original Worldview Objects, Worldview cannot convene an EGM for the purpose of considering those objects once again.

Accordingly, the attempt by Worldview in its circular of 7 September 2015 to convene a further EGM is unlawful and the purported notice of EGM issued by Worldview on 7 September 2015 is also invalid and of no legal effect.

Further announcements will be made as appropriate.

Ends

For further information, please contact:

Brian O' Cathain /Tom Hickey, Petroceltic International Tel: +353 (1) 421 8300

James Henderson / Rollo Crichton-Stuart, Bell Pottinger Tel: +44 (20) 3772 2500

Douglas Keatinge / Joe Heron, Murray Consultants Tel: +353 (1) 498 0300

John Frain / Roland French, Davy Tel: +353 (1) 679 6363

Notes to Editors:

Petroceltic International plc is a leading Upstream Oil and Gas Exploration and Production Company, focused on North Africa, Mediterranean and Black Sea Regions, and listed on the London Stock Exchange's AIM Market and the Irish Stock Exchange's ESM Market. The Company has production, exploration and development assets in Algeria, Egypt, Italy and Bulgaria.