Notice of Annual General Meeting

Tlou Energy Limited

("Tlou" or "the Company")

Notice of Annual General Meeting

Tlou Energy Limited, wishes to advise that it will be holding its physical Annual General Meeting of the Company on Tuesday, 18 October 2022 at 10:00am (Brisbane time) at the offices of BDO, Level 10, 12 Creek Street, Brisbane QLD 4000, Australia.

The Notice of Annual General Meeting, which contains an explanatory memorandum, has been sent to shareholders and is available for download on the Company's website: www.tlouenergy.com/reports

Shareholders will be asked to consider and vote on the resolutions below which will be proposed as ordinary resolutions.

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.

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.    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."

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."

By Authority of the Board of Directors

Mr. Anthony Gilby

Managing Director

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For further information regarding this announcement please contact:

About Tlou

Tlou is developing energy solutions in Sub-Saharan Africa through gas-fired power, solar power and hydrogen projects. The company is listed on the ASX (Australia), AIM (UK) and the BSE (Botswana). The Lesedi Gas-to-Power Project ("Lesedi") is 100% owned and is the Company's most advanced project.  Tlou's competitive advantages include the ability to drill cost effectively for gas, operational experience and Lesedi's strategic location in relation to energy customers. All major government approvals have been achieved.