INTEROIL CORPORATION
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 24 2013
TO THE SHAREHOLDERS OF INTEROIL CORPORATION:
Notice is hereby given that the annual and special meeting (the "Meeting" of shareholders of InterOil Corporation ("InterOil"
will be held in the Houston Room at The Woodlands Resort and Conference Center, 2301 North Millbend Drive, The
Woodlands, Texas United States on Monday, June 24, 2013 at 10:00 a.m. (Central time). The purposes of the Meeting are:
1. to receive the audited financial statements of InterOil for the year ended December 31, 2012, together with the
Auditors' Report on those statements;
2. to elect directors of InterOil for the next year;
3. to appoint auditors for InterOil for the next year and to authorize the directors to fix their remuneration;
4. to approve and confirm the new shareholder rights plan of InterOil, which plan became effective on May 29, 2013
concurrent with the termination of the previous shareholder rights plan of InterOil initially adopted in 2007, as set forth
in the Information Circular (as defined below);
5. to approve and confirm the new by-laws of InterOil and to confirm the repeal of the previous by-laws of InterOil, as set
forth in the Information Circular; and
6. to transact such other business as may properly be brought before the meeting or any adjournment thereof.
Shareholders are referred to the accompanying Information Circular dated May 14, 2013 (the "Information Circular" for more
detailed information with respect to the matters to be considered at the Meeting.