Shumba Energy : NOTICE OF ANNUAL MEETING

Suite 204

Grand Baie Business Quarter

Chemin Vingt Pieds

Grand Bay, 30529

Republic of Mauritius

(A public company registered in the Republic of Mauritius - Company No. C111905 C1/GBL)

NOTICE OF ANNUAL MEETING

Notice is hereby given that the annual meeting of the Company will be held at its registered office, Suite 204, Grand Baie Business Quarter, Chemin Vingt Pieds, Grand Bay, 30529, Republic of Mauritius on Friday the 4th of August 2023 at 09:00 hours (Mauritius time) for the purpose of transacting the following businesses and considering and if deemed fit, passing, with or without modification, the following resolutions:

Agenda:

ORDINARY RESOLUTIONS

1. To approve the minutes of the previous annual meeting held on 31 December 2020.
2. To ratify the appointment of Mr Temo Timothy Bolokwe as director of the Company by the board of directors.
3. To ratify the appointment of Mr Praveen Beeharry as director of the Company by the board of directors.
4. To ratify the appointment of Ms Joshna Ramah Goordiah as director of the Company by the board of directors.
5. To re-appoint Mr Mashale Phumaphi as Director of the Company until the next Annual Meeting.
6. To re-appoint Mr Thapelo Mokhathi as Director of the Company until the next Annual Meeting.
7. To re-appoint Mr Alan Mitchell Clegg as Director of the Company until the next Annual Meeting.
8. To re-appoint Mr Temo Timothy Bolokwe as Director of the Company until the next Annual Meeting.
9. To re-appoint Ms Joshna Ramah Goordiah as Director of the Company until the next Annual Meeting.
10. To re-appoint Mr Praveen Beeharry as Director of the Company until the next Annual Meeting.

1. To approve the remuneration of the directors for the ensuing financial year ending 30 June 2023.
2. To receive, consider and adopt the audited financial statements including the report from the auditors for the year ended 30 June 2021 and 30 June 2022.
3. To re-appoint Grant Thornton as Auditors of the Company to hold office until the next annual meeting.
4. To authorise directors to fix the remuneration of Grant Thornton for the year ended 30 June 2023.

SPECIAL RESOLUTIONS

1. To seek approval from shareholders to waive pre-emptive rights on new issue of shares pursuant to Clause 6(e) of the Constitution of the Company, from 4 August 2023 to 3 August 2024.
   As in previous years this waiver shall allow the company to exercise its activities efficiently when carrying out its normal business of developing energy assets in Botswana and facilitate the effective funding of its projects. Any such issuance of new shares will only be undertaken subject to compliance with the BSE Listing Requirements.
   As in previous years this waiver shall allow the company to exercise its activities efficiently when carrying out its normal business of developing energy assets in Botswana and facilitate the effective funding of its projects. Any such issuance of new shares will only be undertaken subject to compliance with the BSE Listing Requirements.
2. To seek approval from shareholders pertaining to the proposal to transfer the incorporation of the Company from Mauritius to Botswana, under section 301 of the Companies Act 2001 which shall entail a transfer of the registered office, principal establishment, central administration and effective place of management of the Company from Mauritius to Botswana, subject to the Company satisfying all legal and regulatory requirements.

By order of the Board

Date: 14 July 2023

NOTES:

1. A member entitled to attend and vote at a meeting of the Company may appoint another person as his proxy to attend and vote in his stead at the meeting. Due to the different countries the shareholders are in the meeting will be held virtually. Any shareholder who wishes to participate in the meeting should notify the company secretary at SCSTeamA@sunibel.muor at C/o Sunibel Corporate Services Ltd, Suite 204, Grand Baie Business Quarter, Chemin Vingt Pieds, Grand Bay 30529, Republic of Mauritius and they will be sent the meeting invite.
2. A proxy need not also be a member.
3. In the case of a Corporation, this proxy form shall be under the hand of the officer or agent duly authorised.

4. The instrument appointing a proxy shall be deposited at the registered office of the Company, at C/o Sunibel Corporate Services Ltd, Suite 204, Grand Baie Business Quarter, Chemin Vingt Pieds, Grand Bay 30529 or at the branch office in Botswana, Unit 7B, Plot 54368, Central Business District, Gaborone, Botswana (for residents of Botswana only) or at such other place as the directors may decide, or sent to the following email address: SCSTeamA@sunibel.mu at least 24 hours before the time appointed for the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.