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
