LETTER TO SHAREHOLDERS REGARDING ANNUAL GENERAL MEETING OF TLOU ENERGY LIMITED TO BE HELD ON TUESDAY, 18 OCTOBER 2022 AT 10:00AM (AEST)

19 September 2022

Letter to Shareholders Regarding Annual General Meeting of

Tlou Energy Limited to be held on Tuesday, 18 October 2022 at 10:00am (AEST)

Dear Shareholders,

Notice is hereby given that Tlou Energy Limited (AIM;ASX;BSE) (Tlou or the Company) will be holding its physical Annual General Meeting (AGM) on Tuesday, 18 October 2022 at 10:00am (AEST) at the offices of BDO:

Level 10,

12 Creek Street,

Brisbane Qld 4000

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholders have made a valid election to receive documents in hard copy. The Notice of Meeting and accompanying explanatory statement (Meeting Materials) are available to shareholders electronically and can be viewed and downloaded at www.tlouenergy.com

The Company advises that the Meeting will be held to comply with Federal and State Government's restrictions in relation to gatherings of persons during the COVID-19 directions in place at the time of the Meeting, which may be different from those in place at the time of this Notice.

The Company therefore strongly encourages Shareholders who wish to vote on the business of the meeting to do so by lodging a Proxy Form prior to the date of meeting as per the instructions on the form. Proxy Forms must be received by no later than 10.00 am (AEST) on Sunday, 16 October. Shareholders can submit any questions in advance of the Meeting by emailing them to [e-mail] no later than 5 pm. (AEST) on Thursday, 13 September 2022.

The Company will continue to monitor guidance from the Federal and State governments for any impact on the proposed arrangements for the Meeting. If any changes are required; the Company will advise shareholders by way of announcement on the ASX and the details of the announcement will also be made available on our website.

The meeting will consider only the business detailed in the Agenda.

If you are unable to access the Meeting Materials online please contact the Company Secretary on [phone] or [e-mail] 9:00am and 5:00pm (AEST) Monday to Friday, to arrange a copy.

Yours sincerely,

Solomon Rowland

Company Secretary

Tlou Energy Limited

Limited Audience		Botswana
Australia
210 Alice Street, Brisbane,		Victoria House, 132 Independence Avenue,
QLD 4000			Gaborone
Tel: [phone]	[e-mail]	PO Box 4023, Gaborone
Fax: [phone]	www.tlouenergy.com	Tel: +267	316 0857
		Fax: +267	316 0858

TLOU ENERGY LIMITED

A.B.N 79 136 739 967

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY MEMORANDUM

TO SHAREHOLDERS

Date of Meeting

Tuesday 18 October 2022

Time of Meeting

10.00am (Brisbane Time)

Place of Meeting

BDO

Level 10, 12 Creek Street

Brisbane Qld 4000

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

TLOU ENERGY LIMITED

A.B.N 79 136 739 967

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Tlou Energy Limited A.B.N 79 136 739 967 ("the Company") will be held at the BDO, Level 10, 12 Creek Street, Brisbane Qld 4000 on Tuesday 18 October 2022 at 10.00am (Brisbane time) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

ITEMS OF BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2022 together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

1. Resolution 1 - Non-Binding Resolution to Adopt Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2022 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

For the purposes of Resolution 1:

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by or on behalf of:

• a member of the Key Management Personnel (KMP) of the Company; or
• a Closely Related Party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote if it is cast as a proxy by a KMP, details of whose remuneration are included in the remuneration report for the year ended 30 June 2022, or a Closely Related Party of such a KMP:

• for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP; and
• the vote is not cast on behalf of a KMP details of whose remuneration are included in the remuneration report for the year ended 30 June 2022, or a Closely Related Party of a KMP.

Further, the Company will not disregard a vote if it is cast by a KMP, details of whose remuneration are not included in the remuneration report for the year ended 30 June 2022, or a Closely Related Party of such a KMP:

• as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP.

IMPORTANT NOTE:

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards. Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the resolutions the subject of this Meeting (even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company), subject to compliance with the Corporations Act.

2. Resolution 2 - Re-election of Mr Colm James Cloonan as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Colm James Cloonan, who retires in accordance with Article 46(c) of the Constitution and, being eligible for re-election, be re-elected as a Director with effect from the close of this Annual General Meeting."

3. Resolution 3 - Ratification of prior issue of

Convertible Notes issued under the Company's

Listing Rule R 7.1 capacity

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 90,029,855 Convertible Notes (Notes) issued to Botswana Public Officers Pension Fund, on the terms and conditions set out in the Explanatory Memorandum which is attached to and forms part of the Notice of Meeting."

For the purposes of Resolution 3:

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue of the Notes under Listing Rule

7.1 (namely Botswana Public Officers Pension Fund) or an associate of that person.

However, this does not apply to a vote cast in favour of the Resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair intends to vote any undirected proxies in favour of this Resolution.

4. Resolution 4 - Approval of 10% Placement Capacity

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

For the Purposes of Special Resolution 4:

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this special resolution by or on behalf of any person who may participate in the issue of Equity Securities the subject of this Resolution 4 and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed (Participating Party), and any associate of the Participating Party.

However, this does not apply to a vote cast in favour of a resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

IMPORATANT NOTE:

At the date of this Notice, it is not known who will participate in the proposed issue of Equity Securities the subject of this special resolution and the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities. Therefore, no existing Shareholder votes will be excluded under the voting exclusion in this Notice. You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

* * * * *

The Explanatory Memorandum which accompanies, and forms part of this Notice of Meeting describes in more detail the matters to be considered. Shareholders should read the Explanatory Memorandum in full.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 10.00am (Brisbane time) on Sunday, 16 October 2022. If facsimile transmission is used, the Power of Attorney must be certified.

How undirected proxies held by the Chairman of the meeting will be voted:

If you appoint the Chairman of the Meeting as your proxy and you do not specify in the Proxy Form the manner in which you wish the Chairman to vote on the Resolutions to be considered at the Meeting, the Chairman intends to vote in favour of all Resolutions 1 through to 4. If you do not direct the Chairman how to vote on Resolutions 1, you expressly authorise the Chairman to exercise your proxy on this Resolution even though it is connected directly or indirectly with the remuneration of members of Key Management Personnel, which includes the Chairman.

If you appoint the Chairman of the Meeting as your proxy and wish to direct the Chairman how to vote on some or all of the Resolutions to be considered at the Meeting, you must complete the directed proxy part of the Proxy Form (Step 2 on the Proxy Form). The Chairman encourages all Shareholders who submit proxies to direct their proxy how to vote on each resolution.

IMPORTANT VOTING RESTRICTIONS

If you are entitled to vote, and you wish to appoint a proxy, you should be aware that if your proxy is a person who is not entitled to vote in their own right, the person may (subject to the Listing Rules) still vote as your proxy but your proxy's vote on your behalf will only be valid if, subject to the comments above in respect of undirected proxies held by the Chairman, you direct your proxy on the Proxy Form how to vote and the proxy does vote as directed.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DEFINITIONS

For the purposes of this Notice (including each of the Resolutions), the following definitions apply:

"AIM" means AIM, the market of that name operated by the London Stock Exchange plc;

"Annual Report" means the annual report of the Company for the year ended 30 June 2022;

"Associate" has the meaning given in the Listing Rules;

"ASX" means the ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"AUD" or "A$" means Australian dollars;

"Board" means the Board of Directors of the Company;

"BPOPF" means the Botswana Public Officers Pension Fund;

"BSE" means Botswana Stock Exchange;

"BWP" means Botswana Pula;

"Chair" or "Chairman" means the person appointed to chair the Meeting of the Company convened by this Notice.

"Closely Related Party", in relation to a member of the KMP, means the member's spouse, child or dependant (or a child or dependant of the member's spouse), anyone else in the member's family who may be expected to influence or be influenced by the member in the member's dealings with the Company (or its controlled entities), any company the member controls and any person prescribed by the Corporations Regulations 2001 (Cth);

"Company" or "Tlou Energy" means Tlou Energy Limited A.B.N. 79 136 739 967;

"Constitution" means the Company's Constitution, as amended from time to time;

"Conversion Amount" means the outstanding capital amount payable under the Notes and any interest that has accrued and is unpaid at the date of conversion.

"Conversion Notice" means the notice to be given by BPOPF of its intention to exercise the conversion of the Notes to Shares before the Maturity Date;

• Conversion Price" means the higher of:
• • a 10% discount to the weighted average traded price of the Company's Shares on the ASX over the 90 (ninety) trading days on the ASX prior to the conversion date; and
  • AUD 0.06.