Buru Energy : Notice of Annual General Meeting/Proxy Form

BURU ENERGY LIMITED

ABN 71 130 651 437

NOTICE OF ANNUAL GENERAL

MEETING

TIME: 10.30 am (Perth time)

DATE: Thursday, 6 May 2021

PLACE: The Celtic Club, 48 Ord Street, West Perth WA 6005

ONLINE: Shareholders can also attend the Meeting via the live audio webcast at https://agmlive.link/BRU21

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Buru Energy Limited ABN 71 130 651 437 (the Company) will be held at The Celtic Club, 48 Ord Street, West Perth WA on Thursday, 6 May 2021 at 10.30 am (Perth time).

BUSINESS

1. CONSIDERATION OF REPORTS

To receive and consider the financial report of the Company, the Directors' report and the Auditor's report for the period 1 January 2020 to 31 December 2020.

Shareholders can view the Company's 2020 Annual Report, which contains these reports, in the "Investor Centre" section on the Company's website (http://www.buruenergy.com/asx-announcements/annual-reports/).

The Auditor, KPMG, will be present at the Meeting. The Chairman will give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

1. the conduct of the audit;
2. the preparation and content of the Auditor's report;
3. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
4. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Auditor's report or the conduct of the audit. A list of written questions, if any, submitted by Shareholders will be made available at the start of the Annual General Meeting and any written answer tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

1. PROPOSED RESOLUTIONS

1. Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, pass the following as a non-bindingresolution:

"That the Company's Remuneration Report for the period ended 31 December 2020 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors.

2. Resolution 2 - Election of Ms Joanne Kendrick as a Director

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

"That Ms Joanne Kendrick, who retires in accordance with ASX Listing Rule 14.4 and article 9.3(b) of the Constitution and being eligible to offer herself for election, be elected as a Director of the Company."

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3. Resolution 3 - Election of Mr Malcolm King as a Director

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

"That Mr Malcolm King, who retires in accordance with ASX Listing Rule 14.4 and article 9.3(b) of the Constitution and being eligible to offer himself for election, be elected as a Director of the Company."

4. Resolution 4 - Election of Ms Samantha Tough as a Director

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

"That Ms Samantha Tough, who retires in accordance with ASX Listing Rule 14.4 and article 9.3(b) of the Constitution and being eligible to offer herself for election, be elected as a Director of the Company."

5. Resolution 5 - Approval of 10% Additional Placement Capacity

To consider and, if thought fit, pass the following as a special resolution:

"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of 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 Notes."

6. Resolution 6 - Re-approval of the Company's Employee Share Option Plan

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

"That the Buru Energy Limited Employee Share Option Plan (ESOP), the principal terms of which are summarised in the Explanatory Notes, the issue of the Options under that plan (including the issue of Shares upon the exercise of those Options), be approved for all purposes, including for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and section 200E of the Corporations Act.

7. Resolution 7 - Reinstatement of Proportional Takeover Provisions To consider and, if thought fit, pass the following as a special resolution:

"That, for the purposes of section 648G of the Corporations Act 2001 (Cth), article

5.14 of the Constitution and for all other purposes, articles 5.9 to 5.13 of the Constitution last approved on 8 May 2018 be reinstated for a period of three years from the date of the Annual General Meeting."

Chairman voting intention: The Chairman of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of Resolutions 1, 2, 3, 4, 5, 6 and 7.

By order of the Board

Shane McDermott

Chief Financial Officer and Company Secretary

1 April 2021

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VOTING PROHIBITIONS AND EXCLUSIONS FOR THE RESOLUTIONS

1. Resolution 1 - Adoption of Remuneration Report Voting Prohibition

The Company will disregard any votes cast on Resolution 1:

1. by, or on behalf of, a member of the Company's Key Management Personnel (KMP), details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member (regardless of the capacity in which the vote is cast); or
2. as a proxy by a person who is a member of the Company's KMP at the date of the
   Meeting or their Closely Related Parties.

However, the Company will not disregard a vote on Resolution 1 if it is cast by a person as proxy on behalf of a person who is entitled to vote on Resolution 1 and it is cast either:

1. by a person appointed as proxy by writing that specifies the way the proxy is to vote on Resolution 1; or
2. by the Chairman as a proxy and the appointment of the Chairman as proxy does not specify the way the Chairman is to vote, and expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company's KMP.

2. Resolution 6 - Re-approval of the Company's Employee Share Option Plan

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person who is eligible to participate in the ESOP, or any of their associates.

However, the Company need not disregard a vote in favour of Resolution 6 if:

1. it is cast by a person as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or
2. it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with a direction given to the Chairman to vote on Resolution 6 as the Chairman decides; or
3. it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the item; and
   2. the holder votes on the item in accordance with directions given by the beneficiary to the holder to vote in that way.

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Voting Prohibitions

A vote must not be cast on Resolution 6 (in any capacity) by a Relevant Executive or an associate of a Relevant Executive.

However, a vote on Resolution 6 may be cast if it:

1. is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
2. is not cast on behalf of a Relevant Executive or an associate of a Relevant Executive.

In addition, a vote must not be cast on Resolution 6 by any member of the Company's KMP or their Closely Related Parties, as proxy, if the proxy form does not specify the way the proxy is to vote on this Resolution. However, this does not apply if the proxy is the Chairman of the meeting and the proxy form expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Company's KMP.

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