Pilot Energy : Notice of General Meeting/Proxy Form

only	PILOT ENERGY LIMITED
use	ABN 86 115 229 984
NOTICE OF GENERAL MEETING,
personal
EXPLANATORY MEMORANDUM
AND
		PROXY FORM
		Date of Meeting: Friday, 19 August 2022
		Time of Meeting: 11:00 am (AEST)
For	Place of Meeting: The offices of A.D Danieli
at Level 1, 261 George St, Sydney, NSW,
2000
	This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they
	should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter in this Notice of General Meeting please do not hesitate to contact the Company Secretary via email: [e-mail].

Pilot Energy Limited

ABN 86 115 229 984

Venue

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am only(AEST) on Friday, 19 August 2022 at the offices of A.D. Danieli, Level 1, 261 George St, Sydney, NSW,

2000

Your vote is important

The business of the General Meeting affects your shareholding, and your vote is important.

Voting in person

useTo vote in person, attend the General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) by mail to Boardroom Pty Limited, GPO Box 3993, Sydney, NSW 2001, Australia;

(b) by fax to [phone]; or

personal(c) by hand to Boardroom Pty Limited, Level 12, 225 George Street, Sydney, NSW,

so that it is received no later than 48 hours before the Meeting, at 11:00am (AEST) on Wednesday, 17 August 2022. Proxy Forms received later than this time will be invalid.

To provide an equal opportunity for all Shareholders to ask questions of the Board, we ask Shareholders to submit in writing any questions to the Company Secretary via post (C/- Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000) or email to [e-mail]

Written questions to Management may be received up to 24 hours before the meeting. Your questions should relate to matters that are relevant to the business of the General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum. During the General Meeting, the Chair will seek to address as many Shareholder questions as reasonably practicable. However, there may not be sufficient time to answer all questions at the General Meeting. Please note that individual responses may not be sent to Shareholders.

For

2

For personal use only

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting (GM) of Shareholders of Pilot Energy Limited (Company) will be held at 11:00am (AEST) on Friday, 19 August 2022 at the offices of A.D. Danieli, Level 1, 261 George St, Sydney, NSW, 2000.

If the situation regarding the COVID-19 crisis materially changes between the date of this Notice of Meeting and the proposed time of the meeting, the Company may put measures in place to accommodate for the change in circumstances. Such measures may include implementing online attendance facilities for shareholders to attend a hybrid physical / virtual meeting which complies with social distancing regulation. Directors will further update Shareholders with the proposed next steps if necessary.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the GM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and/or the Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the Definitions contained in the back of the Explanatory Memorandum.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 7.00pm (AEST) on Wednesday, 17August 2022.

Ordinary Business

Resolution 1 - Ratification of prior issue of Tranche 1 Placement Shares

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 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 98,000,000 Shares (Tranche 1 Placement Shares) under either Listing Rules 7.1 or 7.1A on the terms and conditions set out in the Explanatory Memorandum."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

Voting Exclusion Statement

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 1 by:

• a person who participated in the issue being approved by this Resolution; and
• any associate of those recipients.

However, this does not apply to a vote cast in favour of the Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the Resolution; and
  - the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3

For personal use only

Resolution 2 - Approval of future issue of Tranche 2 Placement Shares to 8 Rivers Capital, LLC (8RC)

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 7.1 and all other purposes, Shareholders approve the future issue of up to 29,411,765 Shares (Tranche 2 8RC Placement Shares) on the terms and conditions set out in, the Explanatory Memorandum."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

Voting Exclusion Statement

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 2 by:

• a person who is to receive or is expected to receive the securities the subject of the Resolution, and any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
• any associate of those recipients or person who will receive a material benefit as a result of the proposed issue of the securities.

However, this does not apply to a vote cast in favour of the Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the Resolution; and
  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 - Approval of future issue of Attached Placement Options (Tranches 1 and 2)

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 7.1 and all other purposes, Shareholders approve the future issue of up to 63,705,882 free, attached unlisted Attached Placement Options exercisable before the Option Expiry Date as set out below, on the terms and conditions set out in the Explanatory Memorandum:

1. 49,000,000 free, attached unlisted Attached Placement Options to the Tranche 1 Placement Shares on a 2:1 basis; and
2. 14,705,882 free attached unlisted Attached Placement Options to the Tranche 2 8RC Placement Shares on a 2:1 basis."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

Voting Exclusion Statement

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this

4

For personal use only

Resolution 3 by:

• a person who is to receive or is expected to receive the securities the subject of the Resolution, and any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
• any associate of those recipients or person who will receive a material benefit as a result of the proposed issue of the securities.

However, this does not apply to a vote cast in favour of the Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the Resolution; and
  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 - Approval of future issue of Tranche 2 Placement Shares and Attached Placement Options to Mr. Daniel Chen - Non Executive Director

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 10.11 and for all other purposes, Shareholders approve the future issue of 1,000,000 Tranche 2 Placement Shares together with 50,000 Attached Placement Options, to Mr Daniel Chen (and or his nominee) on the terms and conditions set out in the Explanatory Statement.

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

Voting Exclusion Statement

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of this Resolution 4 by:

• any associate of any votes cast on in favour of this resolution by or behalf of Daniel Chen (and/or his nominee) and any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a Shareholder); and
• any associate of those recipients or person who will receive a material benefit as a result of the proposed issue of the securities.

However, this does not apply to a vote cast in favour of the Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or
• a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the Resolution; and

5