Kibo Energy : Notice of EGM & Proxy Form

Company number 451931

Kibo Energy Public Limited

Company

("Kibo" or "the Company")

NOTICE OF AN

EXTRAORDINARY GENERAL

MEETING (the "Meeting")

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at 12 noon on Thursday 16th March 2023 at the Grand Canal Hotel, Grand Canal Street Upper, D04 X5X7, Dublin 4, Ireland for the purpose of considering, and if thought fit, passing the following resolutions of which resolutions numbered 1 and 2 will be proposed as ordinary resolutions and resolutions number 3, 4 and 5 will be proposed as special resolutions:

Ordinary Resolution

1 The Directors be and are hereby generally and unconditionally authorised pursuant to Section 1021 of the Companies Act 2014 ("2014 Act"), in substitution for all existing such authorities, to exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the 2014 Act) provided that such power shall be limited to the allotment of relevant securities up to a maximum aggregate nominal value equal to the nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The authority hereby conferred shall expire on the date of the next annual general meeting of the Company held after the date of passing of this resolution, unless previously revoked, renewed or varied by the Company in General Meeting, save that the Company may before such expiry date make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

Ordinary Resolution

2 The authorised share capital of the Company be and is hereby increased from €46,000,000 divided into 5,000,000,000 Ordinary Shares of €0.001 each, 3,000,000,000 Existing Deferred Shares of €0.009 each and 1,000,000,000 2019 Deferred Shares of €0.014 each to €49,000,000 by the creation of 3,000,000,000 New Ordinary Shares of €0.001 each ranking equally in all respects with the existing issued and unissued Ordinary Shares of €0.001 each.

Special Resolution

3 Subject to the passing of Resolution 1 above, that the Directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 ("2014 Act"), in substitution for all existing such authorities, to allot equity securities (within the meaning of Section 1023 of the 2014 Act) for cash pursuant to the authority conferred by resolution number 1 above as if Section 1022(1) of the 2014 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities, including, without limitation, any shares purchased by the Company pursuant to the provisions of the 2014 Act and held as treasury shares, up to a maximum aggregate nominal value equal to the nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the date of passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the power hereby conferred had not expired. The authority hereby conferred may be renewed, revoked or varied by special resolution of the Company.

Special Resolution

4 That, subject to the passing of Resolution 2 above, the existing clause 5 of the Memorandum of Association of the Company be deleted in its entirety and replaced with the following new clause 5:

"The share capital of the Company is €49,000,000 divided into 8,000,000,000 Ordinary Shares of €0.001 each, 3,000,000,000 Existing Deferred Shares of €0.009 each and 1,000,000,000 2019 Deferred Shares of €0.014 each."

Special Resolution

5 That, subject to the passing of Resolution 2 above, the Articles of Association of the Company be and are hereby amended by the deletion of Article 4 (a) in its entirety and by the insertion of the following Article 4 (a) in substitution for and the exclusion of the existing Article 4 (a):

"The share capital of the Company is €49,000,000 divided into 8,000,000,000 Ordinary Shares of €0.001 each (the "Ordinary Shares"), 3,000,000,000 Existing Deferred Shares of €0.009 each (the "Existing Deferred Shares") and 1,000,000,000 2019 Deferred Shares of €0.014 each (the "2019 Deferred Shares")".

By Order of the Board

Noel O'Keeffe

Director and Company Secretary

Dated: 21 February 2023

Registered Office:

17 Pembroke Street Upper

Dublin 2, Ireland

Notes

1. PROXY VOTING

1. Any member entitled to attend, speak, ask questions and vote at the Meeting may exercise his or her right to vote by appointing one or more proxies.
2. Only those members registered in the register of members of the Company at 7.00 pm on 12th March 2023 if the Meeting is adjourned, at 7.00 pm on the day immediately preceding the date that falls 72 hours before the time appointed for the adjourned meeting, shall be entitled to attend and vote at the Meeting, or if relevant, any adjournment thereof.
3. All proxy voting instructions (whether submitted directly or through the Euroclear Bank system or the CREST system (for those holding Crest Depositary Interests) must be received by the Company's Registrar not less than 48 hours before the time appointed for the Meeting or any adjournment of the Meeting. However, persons holding through the Euroclear Bank system or the CREST system will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Following the migration of the Company's ordinary shares ("Ordinary Shares") from the CREST system ("CREST") to the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") on 15 March 2021,the process for appointing a proxy and/or voting at the Meeting will depend on the manner in which you hold your Ordinary Shares and is set out in further detail below.

1. Certificated (paper) shareholders: For shareholders whose name appears on the register of members of the Company (usually, shareholders who hold their shares in certificated (paper) form i.e. not those shareholders holding interests in ordinary shares via the Euroclear Bank system or as CREST Depositary Interests through the CREST system), subject to the constitution of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting or adjourned Meeting or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
2. 1. be submitted by fax to [phone], provided it is received in legible form.
   2. be submitted electronically by visiting the website of the Company's Registrars at www.signalshares.com and entering the Company name, Kibo Energy PLC. Shareholders will need to register for the Share Portal by clicking on "Register" (if they have not registered previously) and following the instructions. Shareholders will need their Investor Code (IVC) which can be found on the accompanying address carrier at the top of the Proxy Form that they will receive in the post.; or
   3. by post to Link Registrars Limited, P.O. Box 7117, Dublin 2, Ireland.
3. In the case of a corporation, the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney, or submitted electronically in accordance with note h. Any original power of attorney or authority under which the corporation executed the Form of Proxy must be submitted with the Form of Proxy in accordance with note d.
4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.
5. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Withhold" your vote or give him/her "Discretion" to vote as he/she wishes by marking as appropriate. If no such specific instructions are given, or in respect of any other business or matters which may properly come before the Meeting or any adjourned Meeting and whether procedural, administrative and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the Meeting) not specified in the Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolutions.
6. Uncertificated (electronic) shareholders: Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear Bank System or as CDIs should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the Meeting via the respective systems. For information for Euroclear Bank Participants and CREST members holding Crest Depositary Interests is set out below. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian directly.

Further information for Euroclear Bank Participants:

1. 1. Participants in the Euroclear Bank system (EB Participants) can submit proxy appointments (including voting instructions) electronically in the manner described in the current version of the document issued by Euroclear Bank SA/NV (Euroclear Bank) entitled "Euroclear Bank as issuer CSD for Irish corporate securities" (the EB Services Description). In accordance therewith, EB Participants can either send:
   2. 1. electronic voting instructions to Euroclear Nominees Limited (as sole registered shareholder of all ordinary shares held through the Euroclear Bank system) ("Euroclear Nominees") to either itself, or by appointing the chairman of the Meeting as proxy:
      2. 1. vote in favour of all or a specific resolution(s);
         2. vote against all or a specific resolution(s);
         3. abstain from all or a specific resolution(s); or

         (iv) give a discretionary vote to the chairman of the Meeting in respect of one or more resolution(s) being put to a vote of the shareholders; or

      3. a proxy voting instruction to appoint a third party (other than Euroclear Nominees / the chairman of the Meeting) to attend the meeting and vote for the number of ordinary shares specified in the proxy voting instruction.
2. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to the Company's proxy appointment deadline. Please see the EB Services Description for further information in this respect.
3. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting instruction deadline. Neither is there a facility to offer a letter of representation or appoint a corporate representative other than via the process of appointing a third- party proxy described above.
4. EB Participants are strongly encouraged to familiarise themselves with the arrangements with Euroclear Bank, including voting deadlines and procedures.

Further information for CREST members holding CDIs

1. Euroclear UK ("EUI"), the operator of the CREST system has arranged for voting instructions relating to CDIs held in CREST to be received via a third-party service provider, Broadridge Financial Solutions Limited ("Broadridge"). Further details on this service are set out in the "All you need know about SRD II in Euroclear UK & Ireland" which can be found at webpage https://my.euroclear.com, see in particular the section entitled "CREST International Service - Proxy voting". CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge.
2. To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete the following documentation which can be found at the following web address: webpage https://my.euroclear.com.
3. Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: [e-mail]
4. Fully completed and returned applications forms will be shared with Broadridge by EUI. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline. Neither is there a facility to offer a letter of representation or appoint a corporate representative other than through the submission of third-party proxy appointment instructions.
5. CREST members with holdings of CDIs are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

Action required (South African shareholders)

1. If you have disposed of all your ordinary shares in the Company, this document and all annexures hereto, together with the attached Form of Proxy should be handed to the purchaser of such ordinary shares or to the stockbroker, CSDP, banker or other agent through whom the disposal was effected.

Shareholders holding certificated shares and shareholders holding dematerialised shares, registered in their own name, should complete the attached Form of Proxy in accordance with the instructions contained therein and lodge it with the transfer secretaries, JSE Investor Services South Africa (Pty) Ltd, 13th Floor, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) or via email to [e-mail] soon as possible, but in any event to arrive not less than 14h:00 (South African time) on the 14th March 2023 .

2. Shareholders holding dematerialised shares, other than shareholders with dematerialised shares registered in their own name, who wish to attend the Meeting by way of proxy, must contact their CSDP or stockbroker who will furnish them with the requisite authority to be represented thereat. This must be done in terms of the custody agreement between the member and his CSDP or stockbroker.

DOCUMENTATION

Copies of all documentation tabled before the Meeting are available on the Company's website www.kibo.energyShould you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may

request this by telephoning the Company's registrar or by writing to the Company Secretary at the address set out above.