NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

2023 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 27, 2023

NOTICE OF 2023 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Forza Petroleum Limited ("Forza Petroleum" or the "Corporation"):

NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders of Forza Petroleum (the "Meeting") will be held at the offices of Forza Petroleum Services SA at Route de Pré-Bois 14, 1216 Cointrin, Switzerland on Tuesday, June 27, 2023, at 4:00 p.m. (Central European Summer Time) for the following purposes, which are described in more detail in the Management Proxy Circular for the Meeting (the "Circular"), namely:

  1. to receive the consolidated financial statements for the year ended December 31, 2022, together with the Report of the Auditor thereon;
  2. to elect the directors of Forza Petroleum to hold office until the next annual meeting of shareholders or until their successors are elected or appointed;
  3. to appoint the auditor of the Corporation for the ensuing year at such remuneration as may be approved by the Board of Directors of the Corporation;
  4. to consider and, if thought advisable, pass, with or without variation, a special resolution, the full text of which is provided under the section titled Reduction of Stated Capital in the Circular, to approve a reduction in the stated capital account maintained in respect of the common shares of the Corporation to $25,000,000, as more fully described in the Circular; and
  5. to transact such further and other business as may properly come before the Meeting or any adjournment.

Only shareholders of record at the close of business on May 1, 2023 will be entitled to notice of and to attend and vote at the Meeting or any adjournment thereof.

As a shareholder, it is important that you vote. Shareholders are encouraged to return their proxy or voting instruction form as soon as possible. As an alternative, shareholders may choose to vote by telephone or the Internet as provided for on the proxy or voting instruction form. Proxies must be received prior to 10:00 a.m. (Eastern Daylight Time) or 4:00 p.m. (Central European Summer Time) on Friday, June 23, 2023 or, if the Meeting is adjourned, prior to 10:00 a.m. (Eastern Daylight Time) or 4:00 p.m. (Central European Summer Time) two business days prior to the date on which the Meeting is reconvened. For more information on voting please see the section titled Voting Information in the Circular.

All shareholders are strongly encouraged to vote prior to the Meeting.

By order of the Board of Directors

"Kevin McPhee"

Kevin McPhee

General Counsel and Corporate Secretary

Geneva, Switzerland

May 15, 2023

MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular (the "Circular") is provided in connection with the solicitation of proxies by the management of Forza Petroleum Limited ("Forza Petroleum" or the "Corporation") for use at the annual and special meeting (the "Meeting") of the shareholders of the Corporation (the "Shareholders") to be held on Tuesday, June 27, 2023 at the time and place and for the purposes set out in the Notice of 2023 Annual and Special Meeting of Shareholders (the "Notice") accompanying this Circular, and at any adjournment thereof.

Unless otherwise indicated, all references in this Circular to dollar amounts are to U.S. dollars and all information in this Circular is as of April 28, 2023.

The Board of Directors of Forza Petroleum (the "Board") has approved the content and sending of this Circular.

"Kevin McPhee"

Kevin McPhee

General Counsel and Corporate Secretary

Geneva, Switzerland

May 15, 2023

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CONTENTS

VOTING INFORMATION

3

Solicitation of Proxies

3

Beneficial (or Non-Registered) Owners

3

Shareholder Proxy Materials

3

Appointment and Revocation of Proxies

3

Voting Securities and Principal Holders of Voting Securities

4

Voting Results

4

BUSINESS OF THE MEETING

5

Receipt of Financial Statements

5

Election of Directors

5

Appointment of Auditor

5

Reduction of Stated Capital

5

Other Business

6

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

7

Certain Proceedings

9

REDUCTION OF STATED CAPITAL

10

Background

10

Certain Canadian Federal Income Tax Considerations

10

Vote Required and Recommendation of Board

11

STATEMENT OF EXECUTIVE COMPENSATION

12

Compensation Discussion and Analysis

12

Performance Graph

16

2022 Executive Compensation Decisions

17

Compensation of Named Executive Officers

19

Stock Options

20

Employment Agreements

20

Incentive Plan Awards

21

Pension Plan Benefits

23

Termination and Change of Control Benefits

25

Compensation of Directors

25

Securities Authorized for Issuance under Equity Compensation Plans

26

CORPORATE GOVERNANCE PRACTICES

27

Board of Directors

27

Committees of the Board of Directors

28

Chair of the Board of Directors

29

Chief Executive Officer

30

Composition of the Board of Directors and Nomination of Directors

30

Meeting Attendance

32

Orientation and Continuing Education

32

Assessment of the Board, Committees and Directors

32

Representation of Designated Groups in Senior Management

32

Ethical Business Conduct

33

OTHER INFORMATION

35

Interest of Informed Persons in Material Transactions

35

Indebtedness of Directors and Executive Officers

35

Additional Information

35

Shareholder Proposals for the 2024 Annual Meeting

35

Advance Notice of Nominations of Directors

35

CHARTER OF THE BOARD OF DIRECTORS

36

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VOTING INFORMATION

Solicitation of Proxies

Each Shareholder will receive a proxy or voting instruction form. The solicitation of proxies is intended to be made primarily by mail but proxies may also be solicited by telephone, facsimile or other electronic means of communication or in person by the directors, officers and other employees of the Corporation. The entire cost of the solicitation of proxies will be borne by the Corporation.

Beneficial (or Non-Registered) Owners

The voting process is different depending on whether you are a registered Shareholder, Non-Objecting Beneficial Owner or Objecting Beneficial Owner.

If you have shares registered in your own name, you are a registered Shareholder. If you do not hold shares in your own name, you are a beneficial or non-registered owner. If your shares are listed in an account statement provided to you by a broker, then it is likely that those shares will not be registered in your name, but under the broker's name or under the name of an agent of the broker such as CDS Clearing and Depository Services Inc., the nominee for many Canadian brokerage firms, or its nominee.

There are two kinds of beneficial owners: (i) Objecting Beneficial Owners or OBOs - those who object to their name being made known to the issuers of shares which they own, and (ii) Non-Objecting Beneficial Owners or NOBOs - those who do not object to their name being made known to the issuers of the shares which they own.

Securities regulation requires brokers or agents to seek voting instruction from Objecting Beneficial Owners and Non- Objecting Beneficial Owners in advance of the Meeting. Beneficial owners should be aware that brokers or agents can only vote shares if instructed to do so by the beneficial owner. Your broker or agent (or their agent Broadridge) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every broker has its own mailing procedures and provides instructions for voting. You must follow those instructions carefully to ensure your shares are voted at the Meeting.

If you are a beneficial owner receiving a voting instruction form or proxy from a broker or agent, you cannot use that proxy to vote at the Meeting. To vote your shares at the Meeting, the voting instruction form or proxy must be returned to the broker well in advance of the Meeting. If you wish to attend and vote your shares at the Meeting, follow the instructions for doing so provided by your broker or agent.

Shareholder Proxy Materials

In accordance with an exemption granted by the Director appointed under the Canada Business Corporations Act, the Corporation has elected to rely on notice-and-access provisions under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (together, the "Notice-and-AccessProvisions") in respect to delivery of certain security holder materials for the Meeting to Shareholders.

The Notice-and-Access Provisions are rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post a proxy circular in respect of a meeting of its shareholders and related materials online. The Corporation believes this environmentally friendly process will provide Shareholders with a convenient way to access the Meeting materials, while allowing the Corporation to lower the costs associated with printing and distributing the Meeting materials.

Pursuant to the Notice-and-Access Provisions, Shareholders will receive a notification containing details of the date, location and business of the Meeting, as well as information on how they can access Meeting materials electronically. The Corporation has arranged for its registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), to send this notification to registered Shareholders. The Corporation will bear the cost of intermediaries delivering this notification to beneficial owners. Enclosed with the notification will be a voting instruction form or proxy form.

Appointment and Revocation of Proxies

The persons named in the proxy are Shane Cloninger, who is Chief Executive Officer of the Corporation, and Kevin McPhee, who is General Counsel of the Corporation.

For a vote by proxy or voting instruction form to be counted, it should be received prior to 10:00 a.m. (Eastern Daylight Time) or 4:00 p.m. (Central European Summer Time) on Friday, June 23, 2023. The Corporation reserves the right to accept late

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Disclaimer

Forza Petroleum Ltd. published this content on 19 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2023 08:39:08 UTC.