PERPETUAL ENERGY INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS
to be held May 22,
2013
NOTICE IS HEREBY GIVEN that the annual general and special
meeting (the "Meeting") of the holders
("Shareholders") of common shares
("Shares") of Perpetual Energy Inc.
("Perpetual" or the
"Corporation") will be held at the Calgary
Petroleum Club, 319 – 5th Avenue S.W., Calgary, Alberta on May 22, 2013,
at 9:00 a.m. (Calgary time) for the following
purposes:
(a)
to receive and consider the
audited consolidated financial statements of the Corporation for
the year ended December 31, 2012, together with the auditor's
report thereon;
(b)
to fix the number of directors of
the Corporation to be elected at the Meeting at eight (8) and to
elect eight (8) directors;
(c)
to appoint auditors of the
Corporation and to authorize the directors to fix their
remuneration as such;
(d)
to consider and if thought
advisable, pass an ordinary resolution of Shareholders approving
the unallocated options under the Corporation's share option
plan;
(e)
to consider and if thought
advisable, pass an ordinary resolution of Shareholders approving
the unallocated rights under the Corporation's restricted rights
plan; and
(f)
to transact such further and
other business as may properly be brought before the Meeting or any
adjournment thereof.
Specific details of the matters to
be put before the Meeting are set forth in the attached Information
Circular and Proxy Statement dated April 5, 2013 (the
"Information
Circular").
Perpetual has elected to use the
notice-and-access provisions under National Instrument 54-101 and
National Instrument 51-102 ("Notice-and-Access
Provisions") for this Meeting. Notice-and-Access
Provisions are a new set of rules developed by the Canadian
Securities Administrators that reduce the volume of materials that
must be physically mailed to Shareholders by allowing Perpetual to
post the Circular and any additional materials online. Shareholders
will still receive a notification of this Meeting and a form of
proxy and may choose to receive a hard copy of the Information
Circular. Perpetual will not use procedures known as
'stratification' in relation to the use of Notice-and-Access
Provisions. Stratification occurs when a reporting issuer using the
Notice-and-Access Provisions provides a paper copy of the
Information Circular to some Shareholders with this notice package.
In relation to the
Meeting, registered Shareholders will receive a paper copy of each
of a notice of the Meeting, the Information Circular and a form of
proxy whereas beneficial Shareholders will receive this
Notice-and-Access Notification and a voting instruction
form.
The record date (the
"Record Date") for determination of Shareholders
entitled to receive notice of and to vote at the Meeting is April
5, 2013.
Shareholders of the Corporation of
record as at the Record Date are entitled to receive notice of the
Meeting and to vote those Shares included in the list of
Shareholders entitled to vote at the Meeting prepared as at the
Record Date, unless any such Shareholder transfers Shares after the
Record Date and the transferee of those Shares, having produced
properly endorsed certificates evidencing such Shares or having
otherwise established that he or she owns such Shares, demands, not
later than 10 days before the Meeting, that the transferee's name
be included in the list of Shareholders entitled to vote at the
Meeting, in which case such transferee shall be entitled to vote
such Shares at the Meeting.
Each Share outstanding on the
Record Date is entitled to one vote at the Meeting.
A Shareholder may attend the
Meeting in person or may be represented by proxy. If you are a registered
Shareholder and are unable to attend the Meeting or any adjournment
thereof in person, please exercise your right to vote by dating,
signing and returning the accompanying form of proxy to
Computershare Trust Company of Canada, the Corporation's transfer
agent. To be valid, proxy forms must be dated, completed, signed
and deposited with Computershare Trust Company of Canada (i) by
mail using the enclosed return envelope or one addressed to
Computershare Trust Company of Canada, Proxy Department, 135 West
Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, (ii)
by hand delivery to Computershare Trust Company of Canada, 9th
Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or (iii)
by facsimile to (416) 263-9524 or 1-866-249-7775. If you vote through the Internet,
you may also appoint another person to be your proxyholder.
Please go to
www.investorvote.com and follow the instructions. You will require your 15-digit
control number found on your proxy form. Your proxy or voting instructions
must be received in each case no later than 9:00 a.m. (Calgary
time) on Friday, May 17, 2013, or, if the Meeting is adjourned, 48
hours (excluding Saturdays and holidays) before the beginning of
any adjournment of the Meeting. Any Shareholder who wishes to
receive a paper copy of the Information Circular, should contact
Perpetual's transfer agent, Computershare Trust Company of Canada
at 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1,
facsimile: (416) 263-9524, Toll Free: 1-866-249-7775. A Shareholder may use the
toll-free number 1-800-811-5522 to obtain additional information
about the 'Notice and Access'
Provisions.
DATED at the City of Calgary, in the Province of Alberta, this
5th day of
April, 2013.
BY ORDER OF THE BOARD OF DIRECTORS
OF
PERPETUAL ENERGY
INC.
(signed) "Susan L. Riddell
Rose"
Susan L. Riddell
Rose
President and Chief Executive
Officer