Letter to shareholders

JKX OIL & GAS PLC

JKX Oil & Gas - Letter to shareholders

The Board of JKX Oil & Gas has sent the following letter to shareholders:

Dear Shareholder

The Board of JKX Oil & Gas plc ("JKX") is writing to you today to recommend strongly that you vote in favour of all the resolutions at our Annual Meeting on 5 June 2013. You may do so either in person or by proxy using the relevant form which was sent to you on 24 April 2013.

We note that Eclairs Group Ltd ("Eclairs") published an open letter on 23 May 2013 in which it states its intention in collaboration with Glengary Overseas Limited ("Glengary") to oppose certain resolutions being put to the Annual General Meeting on 5 June 2013. Together Eclairs and Glengary (the "Collaborating Parties") own 39 per cent. of the issued share capital of JKX.

We have endeavoured to determine, in your interests, the ownership and control structure behind the 27.5 per cent. of the issued share capital of JKX held indirectly by Eclairs. It seems that Eclairs, a British Virgin Islands registered company controlled through a complex web of offshore trusts, is ultimately 59.1 per cent. owned by Mr Igor Kolomoisky and 40.9 per cent. by Mr Gennady Bogolyubov and family. Despite continuing efforts we have not yet been able to verify the ownership chain between Mr Kolomoisky and Eclairs, nor have we been able to ascertain particulars of the relationship between Mr Kolomoisky and Mr Bogolyubov and any arrangements relating to the exercise of the voting rights in JKX held indirectly via Eclairs. Further, we understand that Glengary is controlled by Mr Alexander Zhukov from whom Mr Kolomoisky acquired his original shareholding in JKX. The exact nature of the relationship between Mr Zhukov and Mr Kolomoisky is unclear.

The Board of JKX considers that the Collaborating Parties are acting only in their own interests and not in the interests of all shareholders. In particular the Board of JKX believes that the Collaborating Parties' desire to destabilise JKX at a key juncture in the progress of the Company is an opportunistic attempt to secure control of its assets and the benefits of action taken by the Board without paying any premium to other shareholders.

Specifically the Board of JKX wishes to draw shareholders' attention to:-

• An earlier invalid notice served by Eclairs on 15 March 2013 which sought to requisition an Extraordinary General Meeting ("EGM") to impose as directors three of its own nominees, Mr Borys Epshtein, Mr Stanislav Yudin and Mr Oleksandr Ratskevych and to remove JKX Chief Executive, Paul Davies and its Commercial Director, Peter Dixon.

• The failure by Eclairs to provide any information to the Board of JKX which wrote to Eclairs on 18 March 2013 requesting details of its nominees' experience, qualifications and general suitability as well as their relationship with Eclairs or with any other JKX shareholder.

• Our investigations which reveal that one of the Eclairs' nominees, Mr Yudin, is on the wanted list of the Ukrainian Ministry of Internal Affairs and faces charges for "abuse of authority or office with grave consequences" and is reported in the Ukrainian press to have fled to the UK. Another of the nominees, Mr Oleksandr Ratskevych, is actually a shareholder in Glengary and a representative of Mr Zhukov.

• Given the activities of Mr Kolomoisky and Mr Zhukov in the countries where JKX has its most significant operations, important commercial and governmental/regulatory relationships which JKX has in these regions could be imperilled by their involvement in the management of JKX.

• The fact that a key reason the recent bond issue was adopted by your Board to finance the future development of JKX was the unwillingness of banks to lend to JKX due to concerns over the shareholding in the Company of Mr Kolomoisky.

• The material inaccuracies in the open letter written by Eclairs. For example JKX has not been forced to defend itself against a claim for unpaid tax in 2010 in the Ukraine courts. Furthermore JKX's Russian subsidiary is fully compliant with all environmental regulations and JKX's former subsidiaries in the USA, Georgia, Turkey and Italy were all brought into production prior to sale or disposal.

• The open letter from Eclairs being signed by Mr Michael Bakunenko who purports to be a director of Eclairs. In fact Mr Bakunenko is the Director of Corporate Development and Strategy at Ukrnafta, the Ukraine state controlled oil company.

The Collaborating Parties' oppose without any explanation whatsoever the authorisations within normal institutionally approved guidelines being sought by your Board on behalf of all JKX shareholders to allot, issue and buy-back shares. Your Board has determined that the Collaborating Parties are seeking to exercise negative control against your interests.

After the recent and successful fundraising of US$40 million, JKX is now in an excellent position to realise the substantial opportunities offered by its development, appraisal, exploration and upgrade programmes in Russia and Ukraine in the interests of all shareholders. The Board regards the open letter from the Collaborating Parties as an opportunistic interruption at the very point when the Company, after much hard work, is poised to rebuild value for all shareholders, as reported in its Interim Management Statement on16 May 2013. We have sought to discuss the position with Mr Kolomoisky and Mr Zhukov but they have refused to engage with us.

The Board strongly recommends you to record your vote in favour of all resolutions in the interests of all JKX Shareholders. Proxy forms need to be submitted no later than 11.00am on 3 June 2013 or you may vote in person at our Annual Meeting on 5 June 2013, details of which are in the Annual Report. I would be very pleased to welcome you if you can come.

Yours sincerely

Nigel Moore

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