30.05.08

Northern is pleased to announce that the 2007 Annual Report, incorporating the Notice of Annual General Meeting (“AGM”), is now available on the Company’s website (www.northpet.com) and will be posted to shareholders on Tuesday 3 June.

The text of the AGM Notice, which includes a letter from the Chairman to shareholders explaining the background to some of the proposed resolutions, is reproduced in full below:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of Panmure Gordon & Co. , 155 Moorgate, London, EC2M 6XB on 30 June 2008 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 2007.

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

3. To re-elect J M White (who retires from office in accordance with Article 108 of the Company's Articles) as a director of the Company.

4a) 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 a maximum aggregate nominal value of £1,770,000 (being 50% of the Company’s issued share capital as at the date of this notice), 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.

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

4b) 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 £885,000 (being 25% of the Company’s issued share capital as at the date of this notice, of which 8.8% is potentially attributable to warrantholders), 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 them to allot equity securities for cash pursuant to such offers or agreements as if the power conferred thereby had not expired).

5. Subject to the confirmation of the High Court, to cancel the amount standing to the credit of the share premium account of the Company.

6. To authorise the Company, generally and unconditionally, to make market purchases (within the meaning of section 163 of the Companies Act 1985) pursuant to and in accordance with section 166 of the Act of fully paid ordinary shares in the capital of the Company upon and subject to the following conditions but otherwise unconditionally:

1. the maximum number of ordinary shares hereby authorised to be purchased is 3,500,000, which is anticipated to represent approximately 5% of the ordinary share capital of the Company as at 30 June 2008;
2. the maximum price which may be paid for each such ordinary share shall be an amount no more than 105% of the average of the middle market quotations for an ordinary share as derived from the Alternative Investment Market of the London Stock Exchange for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased (excluding expenses) and the minimum price which may be paid for such ordinary share shall be the nominal value of such ordinary share at the time of such purchase (excluding expenses); and
3. unless previously varied, revoked or renewed, the authority conferred by this resolution shall expire on the earlier of the date 15 months after the passing of this resolution and at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed, provided that the Company may before such expiry date enter into a contract to purchase ordinary shares under this authority which will or may be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares in pursuance of such contract.

7. To amend the Articles of Association in accordance with the proposed changes published on the Company's website no later than 30 May 2008 and made available to members in accordance with a letter from the Chairman of the same date as this notice.

By order of the Board

C J Foss

Secretary

Registered Office:
2nd Floor, Martin House
5 Martin Lane
London
EC4R 0DP

Dated 16 May 2008

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 10.30am on 26 June 2008 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.

Letter from the Chairman

16 May 2008

Directors
R H R Latham (Chairman)
D R Musgrove (Managing Director)
C J Foss (Finance Director)
G L Heard (Exploration & Technical Director)
J M White (Non-Executive Director)
A N Brewer (Non-Executive Director)

Dear Shareholder

Cancellation of Share Premium Account and Changes to the Articles

Introduction

Northern Petroleum Plc (“the Company”) has today issued its Notice of Annual General Meeting (“AGM”). The purpose of this letter is to explain the background to, and reasons for, some of these resolutions and I wish to draw your particular attention to Resolutions 5 and 7.

Cancelling of Share Premium Account (Resolution 5)

Resolution 5, which is proposed as a special resolution, seeks your consent to the cancellation of the Company's share premium account. As some of you may know, a company may not pay dividends or buy back its own shares unless it has sufficient distributable reserves. The overall effect of eliminating the Company's share premium account would be to increase the Company's reserves, thereby increasing the ability of the Company to (i) pay dividends and/or (ii) exercise its rights to make market purchases of shares (under the authority sought under Resolution 6).

The proposed cancellation of share premium account will not have any impact on the Company's trade, business or prospects.

The cancellation of share premium account will require the subsequent approval of the High Court. Court approval will only be forthcoming if the Court is satisfied that the interests of creditors are not adversely affected by the cancellation. The Company will put into place such arrangements as may be necessary to satisfy the Court that the interests of creditors are protected.

If the resolution is passed and court approval is granted, the Company's share premium account will be eliminated. The elimination of the share premium account will be matched on a pound for pound basis by the increase in the Company's reserves. The cancellation will take effect upon the registration by the Registrar of Companies of the Court order confirming the reduction.

Changes to the Articles (Resolution 7)

Under Resolution 7, your consent is sought for various changes to our Articles.

The principal changes, some of which arise out of the Companies Act 2008, are as follows:-

In Article 48, a change has been introduced to reflect the new requirement that the Board should explain any refusal to register a transfer of shares.

In Article 62, the notice required to call a general meeting is reduced to the new statutory minimum of 14 days, rather than 21 days.

In Article 100, the Company is adopting anticipates a change to be introduced under the Companies Act 2006 from 1 October 2008. The change in the law requires a public company’s articles of association to have an express provision in respect to potential conflicts of interest for directors.

In Article 182, the Company is adopting the ability to give a broader indemnity to its officers (including officers of companies acting as trustee).

At the same time, the Company is (i) tidying up some misprints and (ii) removing the restriction on borrowing powers in Articles 127 to 129.

If you would like a copy of the proposed changes to in full, you can view them on our website at www.northpet.com, where a version of the Articles showing the changes has been posted today.

Alternatively, you may either call Chris Foss, the Company Secretary at Northern, and ask for a copy to be sent to you (by post or e-mail), or collect a copy from our office.

Electronic Communication

My mention of your ability to view our Articles on our website brings me to another important issue.

Shareholders present at the 2007 AGM may recall that we changed our Articles to permit us to communicate with shareholders electronically, including by posting material on our website. As Derek Musgrove stated at the 2007 AGM, those shareholders who wish to receive communications in hard copy may still do so.

In accordance with Schedule 5 of the Companies Act 2006, each shareholder is formally given notice that all documents and other information which is either required by law or has habitually been sent to you by post will now be communicated to you by posting the material on our website, www.northpet.com. 

The purpose of this letter is to seek your agreement to that method and to tell you, unless you object, the Act says that you will be deemed to have agreed.

If you do not respond to this letter within the next 28 days, you will be deemed to have agreed. 

The effect of your having agreed is that you will no longer automatically receive hard copy documentation in the post and will need to view our website.

You may always revoke this agreement to communication by using either of the two methods listed below.

If you wish to continue to receive hard copy documentation, please do any one of the following within the next 28 days:

1. Send an e-mail, using the address .(JavaScript must be enabled to view this email address), to the Company Secretary at Northern;
2. Send a letter to the Company Secretary at Northern.

Notwithstanding the above, it remains the Board’s intention to send a hard copy of each year’s Annual Report to all shareholders on the register at the date of posting, unless a shareholder has specifically advised the Company, using the methods above, that they do not wish to receive an Annual Report.

Recommendation

The Directors consider that these Resolutions are in the best interests of the Company and its Shareholders. Accordingly, the Directors unanimously recommend shareholders to vote in favour of the Special Resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings amounting to 2,000,713 Shares (2.82 per cent of the issued share capital).

Action to be taken by Shareholders

Shareholders will find enclosed within the Annual Report a Form of Proxy for use at the AGM.  Forms of Proxy should be completed and returned in accordance with the instructions printed thereon so that they arrive at the Company’s Registrars, Neville Registrars, Neville House, Laurel Lane, Halesowen, West Midlands B63 3DA, as soon as possible and in any event not later than 10.30 a.m. on 26 June 2008. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting at the Annual General Meeting should they so wish.

Richard Latham
Chairman

Annual Report and Accounts 2007

For further information please contact:

Northern Petroleum Plc
Chris Foss, Finance Director
Tel: +44 (0)20 7469 2900

Bishopsgate Communications Limited
Maxine Barnes / Nick Rome
Tel: +44 (0) 20 7562 3350