[quote='jft310' pid='68775' dateline='1462396973']

Board recommends against dissident resolutions Number of directors reducing to eight (8) Shareholders urged to vote WHITE proxy now Mails letter to shareholders InterOil Corporation (NYSE: IOC; POMSoX: IOC) today announced that its Board of Directors is recommending that shareholders vote against dissident resolutions at the Corporation’s Annual and Special Meeting of Shareholders (the “Meeting&rdquo on June 14, 2016.   InterOil has filed and is distributing its Management Information Circular, notice of meeting and proxy form to InterOil shareholders.   InterOil shareholders of record at the close of business on April 25, 2016 are entitled to vote at the Meeting. All proxies must be received before 8:00 PM ET on June 10, 2016.    The InterOil Board is reducing the number of directors to eight effective from the Meeting, recognising that fewer directors are needed for InterOil’s streamlined business.   InterOil believes its eight director nominees for election have the right mix of global oil and gas experience, large-scale LNG project expertise, local experience and institutional knowledge to oversee the execution of InterOil’s strategy to create value for all InterOil shareholders.   InterOil's Annual and Special Meeting will address the dissident resolutions proposed by Phil Mulacek, who served as InterOil's Chairman and Chief Executive Officer until 2013, and certain of his associates (collectively "Mulacek".   Mulacek claims to hold or otherwise represent about 7.6% of InterOil’s common shares.   The InterOil Board believes the dissident resolutions are NOT in the best interests of InterOil or shareholders because they would:   x Hinder progress that the Corporation has made since Mr. Mulacek’s departure from InterOil; x Restrict the business judgment of the Board due to their overly prescriptive and restrictive nature; x Put InterOil at a competitive disadvantage in attracting qualified directors and officers; x Deter potential counterparties from pursuing accretive transactions; and x Create inherent conflicts of interest through prescriptive controls on directors and officers. The Board is urging shareholders to reject the dissident resolutions by voting today on the WHITE proxy as recommended by the Board.   In connection with the Meeting, InterOil is distributing a letter to shareholders.  Highlights of the letter include:   InterOil’s Board is fully committed to realizing the full value of the Corporation’s assets for all of InterOil’s shareholders; InterOil has the right team and strategy to realize its goals; and Mulacek’s dissident resolutions are not in the best interests of InterOil or its shareholders and would be a step in the wrong direction. The full text of the letter follows:   Dear InterOil Shareholders   We are writing on behalf of your Board of Directors and management about your investment in InterOil.  In connection with InterOil’s Annual and Special Meeting of Shareholders (the “Meeting&rdquo, which is scheduled for June 14, 2016, you are being asked to make important decisions about InterOil’s future.  In particular, you are being asked to vote on dissident resolutions that your Board believes are not in the best interest of InterOil or all InterOil shareholders. Your Board recommends that you vote AGAINST the dissident resolutions.   The dissident resolutions were originated by Phil Mulacek, who served as the Corporation’s Chairman and Chief Executive Officer until 2013, and certain of his associates (collectively “Mulacek&rdquo.  Mulacek requisitioned the dissident resolutions be tabled at the Meeting along with the Corporation’s annual general business.  Mulacek claims to hold or otherwise represent approximately 7.6% of InterOil’s common shares. PROTECT YOUR INVESTMENT IN INTEROIL    Your Board and management have taken important actions to unlock the full value of the Corporation’s assets for all shareholders and to insulate the Corporation against low commodity prices. These actions include introducing the super-major, Total S.A. (“Total&rdquo, as operator of the Elk-Antelope liquefied natural gas project (the “Papua LNG Project” divesting InterOil’s non-core refining and distribution business; and successfully drilling three exploration wells to enable the renewal of InterOil’s exploration licenses for up to an additional 11 years.   Your Board’s decisions and actions have provided a clear path for InterOil and its shareholders to participate in one of the world’s lowest-cost liquid natural gas projects.    Your Board is comprised of highly-qualified and proven leaders, who are engaged and focused on the best interests of InterOil, including its shareholders. They have the right skills, capabilities and industry expertise to soundly steward InterOil and to enhance value for all shareholders. In contrast, Mulacek appears to be pursuing a self-serving agenda to influence or take control of InterOil for the benefit of Mr. Mulacek.   Your Board has carefully reviewed the Mulacek dissident resolutions and believes they are NOT in the best interests of InterOil or its shareholders. We urge you to reject them by voting today on the WHITE proxy as recommended by the Board.   Your vote is very important. We encourage you to make your voice heard by voting online, by telephone or by signing and dating the enclosed WHITE proxy and returning it in the postage-paid envelope provided. THE INTEROIL BOARD OF DIRECTORS IS FULLY COMMITTED TO REALIZING THE FULL VALUE OF THE COMPANY’S ASSETS FOR ALL OF INTEROIL’S SHAREHOLDERS   Your Board and management team have transformed InterOil. Until 2013, under Mr. Mulacek’s leadership, InterOil had no clear strategy and suffered multiple failed attempts to enter strategic partnerships to monetize and develop the Elk-Antelope fields. As a result, InterOil was a highly volatile stock with substantial short positions that traded on hype and speculation.    As a result of actions by your Board and management team, InterOil is now on a path to monetize its world-class assets for the benefit of all shareholders. Since Mr. Mulacek’s departure from InterOil in 2013, your Board and management team have: Revamped the Board and installed a new management team with global LNG experience. Six (6) of the eight (8) InterOil director nominees and all of the executive management team, including Chief Executive Officer Dr. Michael Hession, have joined InterOil since Mr. Mulacek’s departure as Chief Executive Officer in April 2013.  Today, the Board and management team include highly-qualified and proven leaders, who have the right mix of global oil and gas experience, large-scale LNG project expertise, local experience and institutional knowledge to oversee the execution of InterOil’s strategy to create value for our shareholders.   Started development of the Elk-Antelope gas fields with super-major partner Total.  Your Board and management team executed a series of transactions to partner with Total to develop and operate the Papua LNG Project while allowing InterOil to maintain a significant interest in the project. Total has the capacity, resources and track record to successfully develop the Papua LNG Project, which, based on independent analysts’ reports, is expected to be one of the lowest cost and most competitive new-build LNG projects in the world.   Streamlined the business to focus purely on upstream exploration and development.  In mid-2014, the Corporation sold its non-core refining and distribution business, enhancing the Corporation’s balance sheet and focusing the Corporation’s strategy on its world-class exploration acreage and the Papua LNG Project.   Significantly reduced operating costs.  InterOil has streamlined the Corporation’s business after divesting the refining and distribution business and non-core functions covering road construction and maintenance. The Corporation also closed offices in Australia and the United States, and reduced staff numbers by more than 70%.   Strengthened InterOil’s financial position. InterOil now maintains a strong balance sheet as a result of your Board and management team’s determination to put InterOil on a path to monetize the Company’s assets, obtain favorable agreements with its strategic partners, strengthen relationships with key financial partners and operate efficiently. Moreover, the agreement with Total includes substantial fixed payments to InterOil that will further benefit InterOil’s liquidity. At the end of the Elk-Antelope appraisal, InterOil expects to receive a significant cash payment that is not linked to commodity prices and a further cash payment on sanctioning of the Papua LNG Project. The Corporation also recently entered into a new US$400 million credit facility and is well positioned to meet its Papua LNG Project commitments and exploration goals across its portfolio.   Implemented a clear strategy to create value for shareholders. Today, InterOil is primarily focused on development of the Elk-Antelope fields, the evaluation of prospects on its exploratory acreage and operating efficiently to preserve liquidity to develop the Papua LNG Project. We are now entering the final stages of the Elk-Antelope appraisal program and are poised to benefit from development of the Papua LNG Project and related appraisal payments described above.   Your Board and management team remain committed to executing InterOil’s strategy and vision to create significant and sustainable value for our shareholders. Your InterOil nominees have the necessary mix of skills, technical capabilities and industry expertise to soundly steward a complex public international oil and gas exploration company such as InterOil with assets in a developing country such as Papua New Guinea.   INTEROIL HAS THE RIGHT TEAM AND STRATEGY – DO NOT ALLOW MULACEK TO DRAG INTEROIL BACKWARD – Your Board is concerned that Mulacek may be interested in pursuing a self-serving agenda to influence or take control of InterOil.  The InterOil Board strongly urges shareholders not to let this happen. InterOil has evolved since Mr. Mulacek’s departure with a revamped Board and new management team and embarked on a clear strategy to unlock the full value of the Corporation’s assets for all InterOil shareholders.  We are asking for your support to allow us to continue this work.   One of Mulacek’s resolutions seeks to reduce the number of directors to six (6). Based on Mr. Mulacek’s statements in filings with the U.S. Securities and Exchange Commission[1] and in a media report,[2] it is possible that Mulacek may nominate director candidates, which may include Mr. Mulacek, for election to the InterOil Board of Directors at the Meeting. The deadline for nominations of candidates for election at the Meeting has not yet passed.   Your Board believes it is taking the right steps to position InterOil for the future and that the Mulacek agenda would be a step in the wrong direction.   INTEROIL’S REVAMPED BOARD AND NEWLY INSTALLED MANAGEMENT TEAM HAVE THE GLOBAL LNG EXPERIENCE AND EXPERTISE TO DELIVER VALUE FOR ALL INTEROIL SHAREHOLDERS   Changes to the Board and management team since 2013 have infused the Corporation with professional leaders who have the right mix of global oil and gas experience with some of the world’s largest companies, large-scale project expertise, local experience and institutional knowledge, particularly in the development of global large-scale LNG projects. The members of your Board were carefully chosen because of their experience in:   Leading global oil and gas companies; Delivering large-scale capital projects, covering upstream exploration and development, LNG shipping and marketing; The exploration and development of oil and gas assets; Engineering, strategic planning and oversight, regulatory and quality; Papua New Guinea industry, government relations, compliance and regulations In fact, three Director nominees have direct experience in the PNG government or as senior executives in PNG companies; and Finance, auditing, accounting, capital raising and corporate governance with public companies. We are confident that InterOil’s Board and management team have the right skills, capabilities, and industry expertise required to soundly steward InterOil and to unlock the full value of the Corporation’s assets for all shareholders. MULACEK’S DISSIDENT RESOLUTIONS ARE NOT IN THE BEST INTERESTS OF INTEROIL OR ITS SHAREHOLDERS   Your Board has carefully reviewed the Mulacek resolutions and determined they are not in the best interests of InterOil or its shareholders because they would:   x Hinder progress that the Corporation has made since Mr. Mulacek’s departure from InterOil; x Restrict the business judgment of the Board due to their overly prescriptive and restrictive nature; x Put InterOil at a competitive disadvantage in attracting qualified directors and officers; x Deter potential counterparties from pursuing accretive transactions; and x Create inherent conflicts of interest through prescriptive controls on directors and officers.  The Board unanimously recommends that shareholders vote AGAINST each of the Mulacek dissident resolutions.   For more detail about your Board’s views, we urge you to read the accompanying Management Information Circular.   PROTECT YOUR INTEROIL INVESTMENT BY VOTING THE WHITE PROXY TODAY Your Board is executing a strategy that will deliver enhanced value for all shareholders.   Whether or not you plan to attend the Annual and Special Meeting your vote is very important.   We encourage you to make your voice heard by voting online, by telephone or by signing and dating the enclosed WHITE proxy and returning it in the enclosed postage-paid envelope by 8:00PM ET on June 10, 2016.     On behalf of your Board and the management team, thank you for your continued support.   Sincerely,     Chris Finlayson Chairman   Dr Michael Hession Chief Executive Officer

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That summarizes pretty well what IOC has accomplished over the last year or two. And it's a substantial list. It does, however, make me wonder what exactly IOC is doing now since almost all of those tasks are in their rear view mirror.

* IOC had to spend time and resources operating the refinery...now they don't.

* IOC had to spend time and resources closing the sale of the refinery...now that is behind them.

* IOC had to negotiate with various entities for the E/A transaction and then close the deal with Total...but that's now done.

* IOC remained the operator of the project for a while...but now TOT is handling that.

* IOC had to drill some exploratory wells...but has now put all of that on indefinite hold.

* IOC had to get their financing squared away...but that is now behind them as well.

What exactly is the management team doing on a day to day basis right now?

The circular is disappointing and poorly written, IMHO.

The way their experience reads, I see no LNG development experience on the board although they say in another part of their dribble that they have 'LNG project expertise.'

Why do we have offices in Singapore - absolutely no need for offices outside PNG.

They do not discuss the share price performance, even relative to other similar oil companies.

They ignore the pay issue except for saying PM's proposal would affect their ability to attract qualified directors and officers.  That is total BS. Paying our CEO as PM suggests would attract many well-qualified personnel - one can look at the SPE Salary survey to verify that.

Our $7 million dollar man is hugely overpaid. By any objective standard he is paid about 7x too much. And how much of that huge overpayment has he used for IOC stock? $0? Wait until we see the bonuses handed-out after the certification payment - we're in for a big shock. Disappointing. Unless we can get some of PM's resolutions passed.

I'll sure be voting with PM.

'Indoreservoir' pid='68779' datel Wrote:

The circular is disappointing and poorly written, IMHO.

The way their experience reads, I see no LNG development experience on the board although they say in another part of their dribble that they have 'LNG project expertise.'

Why do we have offices in Singapore - absolutely no need for offices outside PNG.

They do not discuss the share price performance, even relative to other similar oil companies.

They ignore the pay issue except for saying PM's proposal would affect their ability to attract qualified directors and officers.  That is total BS. Paying our CEO as PM suggests would attract many well-qualified personnel - one can look at the SPE Salary survey to verify that.

Our $7 million dollar man is hugely overpaid. By any objective standard he is paid about 7x too much. And how much of that huge overpayment has he used for IOC stock? $0? Wait until we see the bonuses handed-out after the certification payment - we're in for a big shock. Disappointing. Unless we can get some of PM's resolutions passed.

I'll sure be voting with PM.

You might want to read Finlayson's bio in IOC's media release when he was named as Byker's successor.  I haven't bothered to scan the others since you clearly haven't even looked at the Chairman.

Presumably you are aware that Mulacek had offices in Cairns and The Woodlands in addition to the one in Singapore.  The Woodlands?  Oh, Mulacek has a home nearby.  And I suppose you would have the data room relocated to PNG for the convenience of would-be partners?

Share price has nothing to do with the proposals put forward, and the proposals have not impacted share price.  But you would compare a gas exploration company to oil companies' share performance?

What do you think directors are paid?  What do you think they would be paid under Mulacek's proposal?

Are you saying that Hession is paid $7million p.a.?  What do you think his 2015 salary and milestone awards will total?

As I have asked on other threads, which no one has tried to answer:  why would a professional money manager vote shares for Mulacek's proposals?

'Stavros' pid='68781' datel Wrote:Take a look at the current "InterOil Factsheet" on IOC's Website. It's dated November 2015. It's meant to give IOC Shareholders an accurate and UP-TO-DATE description of InterOil and the Papua LNG Project. http://www.interoil.com/iocfiles/documents/corporateinformation/factsheet/InterOil%20Fact%20Sheet%20%28Nov%2012,%202015%29.pdf Some of the "facts" listed by IOC are: LNG Plant Size 6.9 million tonnes per annum - - - NOT ESTIMATED BUT STATED AS FACT Gross CAPEX $16 Billion - - -WOOD MACKENZIE ASSUMPTION, OCTOBER 2015 Certification Payment Mid 2016 - - - NOT ESTIMATED BUT STATED AS FACT; NOT BASED ON ANY PENDING JV DECISIONS Clem Kadiddlehopper took a look at the Factsheet and said the following: "IF IOC's CEO, BOD and IR DEPARTMENT DIDN'T UPDATE THE FACTSHEET IN THE PAST 6 MONTHS (REFLECTING THE LATEST PROJECT DEVELOPMENT STATUS AND TOTAL's COMMENTS), IT MEANS IOC STANDS BY THE STATEMENTS AND THEY SHOULD BE TAKEN BY IOC SHAREHOLDERS AS BEING TRUE FACTS. IF THE SELF-PROCLAIMED FACTS ARE NO LONGER (OR NEVER WERE) FACTS, THEN IOC SHAREHOLDERS ARE BEING MIS-LEAD ON PURPOSE BY IOC's CEO, BOD AND IR DEPARTMENT." Clem said the below video accurately depicts IOC Management's attitude and actions towards Shareholders: https://www.bing.com/videos/search?q=clem+kadiddlehopper+youtube&view=detail&mid=2418DB47F3471B8006442418DB47F3471B800644&FORM=VIRE Clem said he is voting AGAINST IOC's positions. Clem is not concerned that Mulacek may be interested in pursuing a self-serving agenda to influence or take control of InterOil. Instead, Clem BELIEVES that Dr Hession has been working 24/7 to eliminate IOC by engineering a takeover that will pay him an exhorbitant fee. Clem is investigating this. Clem will return in the coming days with his findings and opinions.

Thanks Stavros.- Great post. Indoreservoir uses the word "dribble" in his post and you often use "drivel" . what I read was about 20% truth and 80% "dribble and/or drivel" .

Your Red Skelton ( Clem) gave me a much needed laugh for the day. In that fabulous video, cowshzt replaces bullshzt.....but in the long run they are close to the same thing." border="0" class="smilie" src="http://shareholdersunite.com/mybb/images/smilies/cool.gif" />

Best to you and yours.  Ps- If I live long enough,maybe some day I will see MH buy a few IOC shares with some of his "salary" money ....but I won't hold my breath.