AIM Rule 26 Information

AIM Rule 26 Information

The following information is provided in line with AIM Rule requirements:

Providence Resources P.l.c. is a public limited company registered in Dublin, Ireland. Number 268662. Incorporated 5 July 1997.

The Company was incorporated in Ireland and the Rights of Shareholders may be different from the Rights of Shareholders in a UK Incorporated Company.

A description of the Company’s business:

Providence Resources P.l.c. is an oil and gas exploration and appraisal company.

Names of Directors and biographical details:

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Responsibilities of the Board of Directors and details of Committees and their responsibilities

The Board of Directors oversees and formulates policy on the business of the Providence Group of Companies. The Directors have overall responsibility for the Group’s system of internal control to safeguard shareholders interests and the Group’s assets and have delegated responsibility for the implementation of this system to executive management.

Corporate Governance

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Committees

The Board has implemented an effective committee structure to assist in the discharge of its responsibilities. All committees of the Board have written terms of reference dealing with their authority and duties. Membership of the Audit, Nomination and Remuneration Committees is comprised exclusively of Non-Executive Directors. The Company Secretary acts as secretary to each of these committees.

The current standing committees are the Audit Committee, the Remuneration Committee and the Nominations Comittee.

Audit Committee

The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the interim and annual financial statements and discusses with the Group’s Auditors the results and scope of the audit. It also reviews the scope and performance of the Group’s internal finance function and the effectiveness and independence of the external Auditors. The external Auditors are invited to attend the Audit Committee meetings, and the Chief Financial Officer also attends. The external auditors have the opportunity to meet with the members of the Audit Committee alone at least once a year.

It has written terms of reference dealing with their authority and duty.

The Audit Committee currently comprises three Non-executive Directors:

- Lex Gamble (Chairman)
- James McCarthy
- Pat Plunkett

Remuneration Committee

Emoluments of Executive Directors and senior management are determined by the Remuneration Committee. In the course of each financial year the Remuneration Committee determines basic salaries as well as the parameters for any possible bonus payments. The Remuneration Committee applies the same philosophy in determining Executive Directors’ remuneration as is applied in respect of all employees. The underlying objective is to ensure that individuals are appropriately rewarded relative to their responsibility, experience and value to the Group. The Remuneration Committee is mindful of the need to ensure that, in a competitive environment, the Group can attract, retain and motivate executives who can perform to the highest levels of expectation. Annual bonuses, if any, are determined by the Remuneration Committee on the basis of objective assessments based on the Group’s performance during the year in terms of key financial indicators, as well as a qualitative assessment of the individual’s performance.

Share option schemes were introduced in August 1997 (expired August 2007), May 2005 (expired May 2015) and June 2009 from which new share options may be offered to employees, Directors and consultants. Options are recommended at a level to attract retain and motivate participants in the competitive environment in which the Group operates. There have been no changes in this policy since the adoption of the first scheme in August 1997. The 1997 and 2005 Schemes have now expired and no new options may be granted from those schemes. The Remuneration Committee reviews and assesses proposals to grant share options to participants under the share option scheme. Participation is at the discretion of Directors for eligible participants.

In August 2016, in line with the Company's strategy to put in place an appropriate long term incentive plan, the Company altered certain provisions of the 2009 Scheme to facilitate the implementation of the 2016 LTIP Scheme for the grant of option to certain directors.  The alterations provided for a fixed exercise price significantly above the current market price and a reduction to the period of time during which options can be exercised.  These above alterations made to the strike price and duration only relate to options that were granted (in August 2016) under the 2016 LTIP Scheme.  All other options granted or capable of being granted are subject to the original provisions of the 2009 Scheme.

The Remuneration Committee has written terms of reference dealing with their authority and duty.

The Renumeration Committee currently comprises four Non-executive Directors:

- Philip O'Quigley (Chairman)
- Lex Gamble
- James McCarthy
- Pat Plunkett

Nominations Committee

The Nominations Committee is made up of at least two non-executive directors of the Board, at least one of whom shall be an independent non-executive director. The members of the Nominations Committee are:

- James McCarthy (Chairman)
- Philip O'Quigley
- Lex Gamble
- Pat Plunkett

The Nominations Committee will meet at least once a year and will consider the selection and re-appointment of Directors. It will identify and nominate candidates for all Board vacancies and will regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.

Main Country of Operation

Providence Resources P.l.c. was incorporated in Ireland which is its main country of operation through interests in offshore licences.

Stock Exchanges

Providence Resources P.l.c. ordinary shares are dealt on the Alternative Investment Market (AIM) of the London Stock Exchange and the Enterprise Securities Market (ESM) of the Irish Stock Exchange.

Providence Resources P.l.c. is a subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2013 ("Takeover Rules")

Authorised Capital at 31st December 2016

€110,371,569.202 divided into 986,847,052 Ordinary Shares of €0.10 cent each and 1,062,442,182 Deferred Shares of €0.011 cent each.

Issued Capital at 31st December 2016

597,658,958 ordinary shares of €0.10 each and 1,062,442,182 deferred shares of €0.011 cent each. The deferred shares are not quoted on any stock exchange and rank behind the ordinary shares in a winding up. It is the company’s intention to have the deferred shares cancelled by the High Court in the future.

Transfers

There are no restrictions on the Rights to Transfer fully-paid shares.

Significant Shareholders (3% or over): at 23rd October 2017

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Subsidiary Companies (all 100% owned)

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Constitution of Providence Resources P.l.c.

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Yearly and Half Yearly Financial Reports

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Notifications made in past 12 months

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Admission Document

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Advisors

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