Kibo Energy : Notice of Reconvened AGM

NOTICE is hereby given that further to the adjournment of the Annual General Meeting of the Company held on 16 September 2022, the reconvened Annual General Meeting will be held at 12 noon on 28 October 2022 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, 2, 3, 4 & 5 will be proposed as ordinary resolutions and resolutions number 6,7 & 8 will be proposed as special resolutions:

Ordinary Business

1. To receive, consider and adopt the financial statements for the year ended 31 December 2021 together with the Directors' and Auditors' Reports thereon.
2. To authorise the Directors to fix the remuneration of the Auditors.
3. To note Mr Christian Schaffalitzky's retirement as a Director of the Company in accordance with Regulation 89 of the Articles of Association of the Company. Mr Schaffalitzky is not seeking re- election to the board of directors of the Company.

Special Business

Ordinary Resolution

4. 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

5. 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 €48,000,000 by the creation of 2,000,000,000 New Ordinary Shares of €0.001 each ranking equally in all respects with the existing issued and unissued Ordinary Shares of €0.001 each.

2

Special Resolution

6. Subject to the passing of Resolution 4 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 4 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

7. That, subject to the passing of Resolution 5 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 €48,000,000 divided into 7,000,000,000 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

8. That, subject to the passing of Resolutions 5 & 7 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 €48,000,000 divided into 7,000,000,000 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: 7 October 2022

Registered Office:

17 Pembroke Street Upper

Dublin 2

Ireland

3

Notes

1. PROXY VOTING

1. Any member entitled to attend, speak, ask questions and vote at the reconvened AGM 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 Monday 24 October 2022, 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 AGM or any adjournment of the AGM. 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 AGM or adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) 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 +353 (1) 2240700, 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 1110, Maynooth, Kildare
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 5. 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.

4

1. 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.
2. 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 AGM 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. Participants in the Euroclear Bank system (EB Participants) can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank SA/NV (Euroclear Bank) in February 2021 and 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 AGM 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
      4. give a discretionary vote to the chairman of the AGM 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 AGM) to attend the meeting and vote for the number of ordinary shares specified in the proxy voting instruction.

1. 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.
2. 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.
3. EB Participants are strongly encouraged to familiarise themselves with the new arrangements with Euroclear Bank, including voting deadlines and procedures.

5