NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at No.1 Cornhill, London, EC3V 3ND on 26 July 2006 at 10.30am for the following purposes:

To consider and, if thought fit, pass the following resolutions to be proposed as Ordinary Resolutions:

1. To receive the report of the directors and the audited accounts for the year ended 31 December 2005.

2. To re-appoint BDO Stoy Hayward LLP as auditors and to authorise the directors to fix their remuneration.

3. To elect C.J. Foss (who retires from office in accordance with Article 113 of the Company's Articles) as a director of the Company.

4. To reduce the authorised share capital of the Company by the cancellation of four authorised but unissued ordinary shares of one penny each.

To consider and, if thought fit, pass the following resolutions to be proposed as a Special Resolution:

5. a) To authorise the directors, pursuant to and in accordance with section 80 of the Companies Act 1985 (the “Act”) to allot relevant securities (as defined by the said section 80) up to the amount of the unissued share capital of the Company as at the date hereof, provided that such authority shall expire at the conclusion of the next Annual General Meeting of the Company, except that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry.
   
   b) To authorise the directors be, pursuant to and in accordance with section 95 of the Act, to allot equity securities (as defined in section 94 of the Act) for cash as if sub-section 89(1) of the Act did not apply to the allotment of equity securities pursuant to the authority conferred on them under section 80 of the Act up to the aggregate nominal value of £3,750,000, such power to expire on the earlier of the conclusion of the next Annual General Meeting of the Company and 15 months after the date of the resolution (but so as to enable the Company, before the expiry of such power, to make offers or agreements which would or might require equity securities to be allotted after such expiry and to enable the to allot equity securities for cash pursuant  to such offers or agreements as if the power conferred thereby had not expired).

By order of the Board

C J Foss
Secretary

Registered Office:
No.1 Cornhill
London
EC3V 3ND

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by this Notice may appoint a proxy to attend and vote on a poll in his stead. A proxy need not be a member of the Company.

2. To be valid, the enclosed Form of Proxy must be completed and lodged together with the Power of Attorney or any other authority (if any) under which it is signed, or a notarially certified copy thereof, at the offices of the Company’s Registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not less than forty eight hours before the time appointed for holding the meeting.

3. Completion of the proxy does not preclude a member from attending and voting at the meeting if they so wish.

4. The register of directors’ shareholdings kept by the Company under section 325 of the Companies Act 1985 shall be available for reference at the commencement of and during the continuance of the meeting to any person attending the meeting.

5. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, hereby specifies that only those shareholders registered on the Register of Members of the Company at 12 Noon on 24 July 2006 shall be entitled to attend or vote at the meeting in respect of shares registered in their name at the time. Changes to entries on the relevant Register of Members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in any enactment, the articles of association of the Company or other instrument to the contrary.

6. The Company, pursuant to Regulation 41(3) of the Uncertificated Securities Regulations 2001, hereby gives notice of its determination that only those shareholders registered on the Register of Members of the Company at the close of business on the date of this notice shall be entitled to receive notice of this meeting.

-Ends-

For further information please contact:

Northern Petroleum Plc
Chris Foss, Finance Director
Tel: +44(0) 20 7743 6080

Hansard Communications
Chris Roberts
Ben Simons
Tel. +44(0) 20 7245 1100