IOC Update re Call for Special Meeting

[2126]

According to the Management Information Circular for the Annual Shareholders Meeting on 6/9/15, the following IOC shares were held (owned or controled either directly or indirectly) by the management and BOD as of 4/20/15

• Chris Finlayson: 3,460 Restricted Stock Units (RSUs)
• Ford Nicholson: 6,290 common shares; 3,086 RSUs
• Michael Hession: 46,244 common shares; 3,086 RSUs
• Roger Lewis: 32,772 common shares; 3,086 RSUs
• Sir Rabbie Namaliu: 5,456 common shares, 3,086 RSUs
• Ellis Armstrong: 2,054 RSUs
• Katherine Hirschfeld: 2,054 RSUs
• Yap Chee Keong: 1,168 RSUs
• Isikeli Taureka: 2,641 common shares, 5810 RSUs, 60,000 options

FYI: An RSU is a grant valued in terms of company stock, but company stock is not issued at the time of the grant. After the recipient of a unit satisfies the vesting requirement, the company distributes shares or the cash equivalent of the number of shares used to value the unit.

I do not know how many shares of IOC common stock are represented by one (1) RSU. If anyone knows that figure, please let us know. I'll check with IOC and see if they will release that figure.

A similar similar Management Information Circular should be released in May for the 2016 AGM in June.

I have requested to be on the distribution list for the MIC for the AGM and I will post the information when it becomes available. I should note that this information came as somewhat a surprise to me.

[steve3752]

• MH is not on the BOD;
• His compensation is based on his contract from 7/2013;
• Oil prices were over $100/bbl in July 2013;
• No one complained about MH's compensation when he was hired;
• MH's annual compensation is in line with other CEOs in the O/G industry (Woodside CEO Coleman made $8.45 million in 2014)
• MH's purchase of IOC stock is regulated by the IOC Insider trading policy and is not subject to his personal desires to buy shares or not;
• The IOC insider trading policy was enacted by the IOC BOD on which MH has no vote whatsoever.

Woodside has a market value of $21.59 Billion.  How does that compare to IOC?  You are comparing Apples to Oranges. Our market value is less than 2 Billion.

 Phil M had a huge personal stake in the company.   The insider trading policy has changed per IR allowing MH to buy when he has not.  There were a couple of insider trades earlier this year which bears this out.

MH needs to have some skin in the game or he will never be credible to many shareholders including myself.

[katytrader]

• MH is not on the BOD;
• His compensation is based on his contract from 7/2013;
• Oil prices were over $100/bbl in July 2013;
• No one complained about MH's compensation when he was hired;
• MH's annual compensation is in line with other CEOs in the O/G industry (Woodside CEO Coleman made $8.45 million in 2014)
• MH's purchase of IOC stock is regulated by the IOC Insider trading policy and is not subject to his personal desires to buy shares or not;
• The IOC insider trading policy was enacted by the IOC BOD on which MH has no vote whatsoever.

Woodside has a market value of $21.59 Billion.  How does that compare to IOC?  You are comparing Apples to Oranges. Our market value is less than 2 Billion.

 Phil M had a huge personal stake in the company.   The insider trading policy has changed per IR allowing MH to buy when he has not.  There were a couple of insider trades earlier this year which bears this out.

MH needs to have some skin in the game or he will never be credible to many shareholders including myself.

What qualifies as "skin in the game"?    Somehow Hession had 46,244 shares as of a year ago.  I understand the principle behind officers owning shares, but personally I find it offensive when others tell me how to spend my money.

[2126]

46,244 shares of IOC common stock (as of a year ago) seems to be a bit of 'skin' for MH (per the 2015 IOC Management Information Circular for the AGM posted above). His share ownership is not easily detectable as it is presumable held in ways that are under his control, either directly or indirectly (such as any number of trusts or other separate entities without his name readily notable in its title).

To find this document simply google: Interoil Managment Information Circular 2015.

I expect the IOC MIC for the 2016 AGM to be filed within 30 days.

[2126]

My mistake Katy about MH! Thanks for pointing that out. I corrected the original post and also my comment that he did not have a vote on the BOD.

• MH is not on the BOD;
• His compensation is based on his contract from 7/2013;
• Oil prices were over $100/bbl in July 2013;
• No one complained about MH's compensation when he was hired;
• MH's annual compensation is in line with other CEOs in the O/G industry (Woodside CEO Coleman made $8.45 million in 2014)
• MH's purchase of IOC stock is regulated by the IOC Insider trading policy and is not subject to his personal desires to buy shares or not;
• The IOC insider trading policy was enacted by the IOC BOD on which MH has no vote whatsoever.

2126, your posts should be helpful for those who don't take time to read website or IOC documents.  You should note though that Hession has been a director since November 15, 2013.  It might also be noted that Mulacek had a BoD of eight members, including himself (and his brother-in-law.....lol.)

[steve3752]

46,244 shares of IOC common stock (as of a year ago) seems to be a bit of 'skin' for MH (per the 2015 IOC Management Information Circular for the AGM posted above). His share ownership is not easily detectable as it is presumable held in ways that are under his control, either directly or indirectly (such as any number of trusts or other separate entities without his name readily notable in its title).

To find this document simply google: Interoil Managment Information Circular 2015.

I expect the IOC MIC for the 2016 AGM to be filed within 30 days.

I do not believe these were open market purchases.  That is what I am talking about.  They were in one way or another compensation from the company.  Most executives will buy shares from their own funds and he has not done that to my knowledge.

[steve3752]

46,244 shares of IOC common stock (as of a year ago) seems to be a bit of 'skin' for MH (per the 2015 IOC Management Information Circular for the AGM posted above). His share ownership is not easily detectable as it is presumable held in ways that are under his control, either directly or indirectly (such as any number of trusts or other separate entities without his name readily notable in its title).

To find this document simply google: Interoil Managment Information Circular 2015.

I expect the IOC MIC for the 2016 AGM to be filed within 30 days.

Per SEDI all his shares are grants, performance right or milelestone payments. He has never paid for one share on the open market.  To me that is a problem.  He was  given every share he owns.   That  does not show confidence in the company he leads when he has refused to by a single share out of his won pocket in the open market.

[Palm]

Steve,
You are correct on a good number of your posts. I would add:

1. Company policy is that Execs are to own substantial shares in the company. To get there would normally require purchases in the open market, and a show of confidence to the markets are purchases which also shows proper leadership from the top.
2. To 2126- on the Insider Trading policy issue you raise, why were Armstrong (2- 45K share purchase on consecutive days) and Finlayson (8K shares) allowed to purchase shares in January, yet no one else did? If the "window" was open, why did so few take advantage? I've asked this before, but never received an answer/response.

[Stavros]

I BUY shares of a Company when I think I will make money.
I do not BUY shares of a Company when I think I will lose money.

With IOC ... I MADE A BIG MISTAKE AND DECIDED TO BUY SHARES thinking I would make money!
I've perpetuated my mistake by continuing to hold my shares ever since the day of the Transformational Deal in December 2013

I assume that IOC's BOD and Management have the same philosophy when it comes to buying shares of a Company in general and InterOil specifically.

Messers Armstrong and Finlayson bought their IOC shares in January when the PPS was in the 20's ... so they were correct and they've made money.

Dr Hession has never bought any IOC shares ... perhaps he still thinks he will not make money by BUYING IOC Shares???

Mr Mulacek apparently thinks that holding onto his IOC Shares, without having fundamental changes to the Company, will not be a good investment.

[Putncalls]

Mulacek is still holding so he believes that he will make money. I don't blame him for being unhappy with the "Hessian club".