Notice of Annual General Meeting

Tlou Energy Limited

("Tlou" or "the Company")

Notice of Annual General Meeting

Tlou Energy Limited, the ASX, AIM and BSE listed company developing power solutions in Africa through gas-fired power, solar power and hydrogen projects, wishes to advise that the Annual General Meeting of the Company will be held at BDO, Level 10, 12 Creek Street, Brisbane QLD 4000, Australia Wednesday, 24 November 2021 at 10:00am (Brisbane time).

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: http://tlouenergy.com/financial_reports_notices/.

Shareholders will be asked to consider and vote on the resolutions below. Resolutions 1, 2, 3, 5 and 6 will be proposed as ordinary resolutions and resolution 4 will be proposed as a special resolution.

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 2021 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 Gabaake Gabaake as a Director

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

"That, Gabaake Gabaake, 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 the Issue of Shares Issued on 25 March 2021

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 75,000,000 ordinary fully paid shares at £0.035 (~AUD $0.063) on 25 March 2021 to institutional and sophisticated investors on the terms and conditions set out in Explanatory Memorandum is ratified."

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."

5. Resolution 5 - Issue of Performance Rights to Mr Colm Cloonan

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of up to 4,000,000 Performance Rights to Mr Cloonan (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

6. Resolution 6 - Issue of Performance Rights to Mr Gabaake Gabaake

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of up to 2,000,000 Performance Rights to Mr Gabaake (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

By Authority of the Board of Directors

Mr Anthony Gilby

Managing Director

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