KEYBRIDGE CAPITAL LIMITED — Proxy Solicitation & Information Statement 2017

Oct 2, 2017

MEETING DOCUMENT

TO SHAREHOLDERS

OF

MOLOPO ENERGY LIMITED ABN 79 003 152 154

Time and: 3:00pm (Perth time) Date of Meeting on Monday, 13 November 2017 Place of Meeting: Conference Room Ground Floor BGC Centre 2 The Esplanade Perth, Western Australia

IMPORTANT NOTICE

The General Meeting is being convened by shareholder, Keybridge Capital Limited (ASX:KBC) pursuant to section 249E of the Corporations Act (and not the Company, Molopo Energy Limited (ASX:MPO)).

This Meeting Document is important and requires your immediate attention. If you are unsure what to do or have any questions in relation to the General Meeting, you should contact your legal, financial or other professional adviser.

This Meeting Document is dated 3 October 2017.

NOTICE OF GENERAL MEETING

Molopo Energy Limited ABN 79 003 152 154

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of shareholders of Molopo Energy Limited (ASX:MPO) ( Company ) will be held at 3:00pm (Perth time) on Monday, 13 November 2017 at Conference Room, Ground Floor, BGC Centre, 2 The Esplanade, Perth, Western Australia.

AGENDA

BUSINESS

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

Resolution 1 - Election of William Johnson as a Director

"That William Matthew Johnson, having consented to act as a Director of the Company, be appointed a Director of the Company, with effect from closure of the meeting."

Resolution 2 - Removal of Alexandre Gabovich as a Director

"That Alexandre Gabovich be removed from office as a Director of the Company, with effect from closure of the meeting."

DATED THIS 3[rd] DAY OF OCTOBER 2017

GENERAL MEETING CALLED AND ARRANGED PURSUANT TO SECTION 249E OF THE CORPORATIONS ACT,

BY CONVENING SHAREHOLDER, KEYBRIDGE CAPITAL LIMITED

in accordance with the Corporations Act:

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William Johnson Director

Victor Ho Company Secretary

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EXPLANATORY STATEMENT

Molopo Energy Limited ABN 79 003 152 154

EXPLANATORY STATEMENT

• This Explanatory Statement has been prepared by Keybridge Capital Limited (ASX:KBC) ( Keybridge , KBC or Convening Shareholder ) in relation to the business to be conducted at the General Meeting and to provide information Keybridge believes to be material to shareholders of Molopo Energy Limited (ASX:MPO) ( Molopo , MPO or Company ) in deciding whether to pass the resolutions in the Notice of General Meeting.

• This Explanatory Statement is intended to be read in conjunction with the Notice of General Meeting.

• Shareholders should read this Meeting Document in full to make an informed decision regarding the resolutions considered at this General Meeting.

1. Authority to Call and Convene the Meeting

Section 249D of the Corporations Act 2001 (Cth) ( Corporations Act ) provides that, amongst other matters, members with at least 5% of votes that may be cast at a general meeting may request the directors of a company to call and arrange to hold a general meeting ( Section 249D Requisition ). The directors must call the meeting within 21 days after the Section 249D Requisition is given to the company and the meeting must be held within 2 months of the Section 249D Requisition.

Keybridge is the second largest shareholder in Molopo, currently holding 46,017,543 shares or 18.5% of the total issued share capital of the Company.

Keybridge served a Section 249D Requisition on Molopo on 11 September 2017 requesting the Molopo Directors to call and hold a general meeting to consider resolutions concerning the composition of the Molopo Board.

Molopo failed to call and arrange to hold a general meeting within 21 days of Keybridge’s Section 249D Requisition.

Section 249E of the Corporations Act allows members who make a request under section 249D of the Corporations Act to call and arrange to hold a general meeting if the directors of the company do not do so within 21 days after the Section 249D Requisition is given.

Keybridge has called this general meeting of Molopo shareholders pursuant to section 249E, after the failure of the Molopo Board to call and convene a meeting pursuant to Keybridge’s Section 249D Requisition.

Clause 3 of Molopo’s Constitution permits the election and removal of Directors by ordinary resolution.

Keybridge has also provided Molopo with appropriate:

• notice under section 203D of the Corporations Act in relation to the proposed removal of current Molopo Director, Alexandre Gabovich;

• nomination for election as a Director of Molopo in respect of William Johnson; and

• consent to act as a Director of Molopo from William Johnson.

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EXPLANATORY STATEMENT

Molopo Energy Limited ABN 79 003 152 154

2. About the Convening Shareholder, Keybridge Capital Limited

Keybridge has been listed on the ASX since December 1999 (ASX Code:KBC) and is an investment and financial services group with a diversified portfolio of listed and unlisted investments/loan assets including in the solar (Spain), private equity (US), life insurance (New Zealand), property and funds management sectors and strategic holdings in HHY Fund (ASX:HHY), Molopo Energy Limited (ASX:MPO) and Metgasco Limited (ASX:MEL). Keybridge is also the Investment Manager of the HHY Fund.

Further information about Keybridge’s net assets and investment affairs are contained in their ASX releases, including as follows:

• 14 September 2017: Net Asset Backing – August 2017; and

• 1 September 2017: 2017 Full Year Report.

Proposed nominee for election as a Director of Molopo (the subject of Resolution 1), William Johnson, is a Director of Keybridge.

Keybridge’s market announcements may be viewed from the ASX website (www.asx.com.au) under ASX code “KBC”.

3. Reasons for Calling the Meeting

Please refer to Keybridge’s Statement attached to this Explanatory Statement.

4. Resolution 1 – Election of William Johnson as a Director

Keybridge has nominated William Johnson for election as a Director of Molopo and William Johnson has consented to act as a Director.

Mr Johnson is a Non-Executive Director of Keybridge.

William Johnson’s qualifications, experience, relevant interests in MPO securities and other directorships in listed entities are as follows:

WILLIAM JOHNSON

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Qualifications MA ( Oxon ), MBA, MAICD

Experience

William Johnson holds a Masters degree in engineering science from Oxford University, England and an MBA from Victoria University, New Zealand. His 30 year business career spans multiple industries and countries, with executive/CEO experience in oil and gas exploration (North Africa, Australia and Australia), mineral exploration and investment (Australia, Peru, Chile, Saudi Arabia, Oman and Indonesia), telecommunications infrastructure investment (New Zealand, India, Thailand and Malaysia) and information technology and Internet ventures (New Zealand, Philippines and Australia).

Between 2006 and 2008, Mr Johnson served as Director of Australian oil and gas explorer and producer Drillsearch Energy (ASX:DLS).

Mr Johnson is a highly experienced public company director and has considerable depth of experience in business strategy, investment analysis, finance and execution.

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EXPLANATORY STATEMENT

Molopo Energy Limited ABN 79 003 152 154

• Relevant interest in MPO None securities

• Other current • Managing Director of Strike Resources Limited (ASX:SRK) (since 25

• directorships in listed March 2013; Director since 14 July 2006) entities • Executive Director of Bentley Capital Limited (ASX:BEL) (since 1 January 2016; Director since 13 March 2009)

• • Non-Executive Director of Keybridge Capital Limited (ASX:KBC) (since 29 July 2016)

• Other former • Alara Resources Limited (ASX:AUQ) (2009 - 2013)

• directorships in listed • Cuervo Resources Inc. (CNQ:FE) (2013 –2013) entities • Orion Equities Limited (ASX:OEQ) (2003 – 2013) • Scarborough Equities Limited (ASX:SCB) (2004 – 2009) • Drillsearch Energy Limited (ASX:DLS) (2006 – 2008) • Sofcom Limited (ASX:SOF) (2005 - 2008) • Altera Capital Limited (ASX:AEA) (2005 – 2006)

5. Resolution 2 – Removal of Alexandre Gabovich as a Director

Keybridge has proposed this resolution for the removal of Alexandre Gabovich as a Director of Molopo.

An extract of information pertaining to Alexandre Gabovich from Molopo’s Notice of Annual General Meeting[1] is as follows:

ALEXANDRE GABOVICH

Mr. Gabovich joined the Board in February 2017. He was subsequently appointed Managing Director in March and Interim Executive Chair in April.

Mr. Gabovich has a long history in international business and the energy industry and a strong track record of leading operations in emerging markets as well as in international business development. Mr Gabovich is a member of Noble Technologies, a leading Russian company focused on Oil and Gas downstream as well as a Managing Partner of S.I.S, an investment fund. He served as the Chief Executive Officer of PNO Consultants, Chief Executive Officer of Perion Technology and investment professional at Gustav Leven Family Office. Mr Gabovich has a Master’s Degree (DESS) in Systems Information and Communication from Paris I University - Sorbonne, a B.A in Languages, Literature and foreign cultures from Paris VIII University and an Academicals General Studies Degree (DEUG) - Paris VIII University.

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1 Refer MPO’s ASX announcement dated 18 May 2017: Annual General Meeting 30 May 2017

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EXPLANATORY STATEMENT

Molopo Energy Limited ABN 79 003 152 154

STATEMENT FROM KEYBRIDGE CAPITAL LIMITED

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EXPLANATORY STATEMENT

Molopo Energy Limited ABN 79 003 152 154

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TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the shareholders of Molopo Energy Limited will be held at:

Conference Room commencing 3:00pm (Perth time) Ground Floor Monday, 13 November 2017 BGC Centre 2 The Esplanade Perth, Western Australia

Voting Rights

• At any meeting of the shareholders, each shareholder entitled to vote may vote in person or by proxy or by power of attorney or, in the case of a shareholder which is a corporation, by representative.

• Every person who is present in the capacity of shareholder or the representative of a corporate shareholder shall, on a show of hands, have one vote.

• Every shareholder who is present in person, by proxy, by power of attorney or by corporate representative shall, on a poll, have one vote in respect of every fully paid share held by him or her.

Voting in Person

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

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with the Meeting Document as soon as possible and return it to the Company’s Share Registry, either:

• by Facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);

• by Mail to Computershare Investor Services, GPO Box 242, Melbourne, Victoria 3001; or

• by Hand Delivery to Computershare Investor Services, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067.

so that it is received not later than 3:00pm (Perth time) on Saturday, 11 November 2017 .

Proxies received after that time will not be effective.

Voting Entitlement

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations , the Convening Shareholder has determined that for the purposes of the General Meeting all shares in the Company will be taken to be held by the persons who held them as registered shareholders at 3:00pm (Perth time) on Saturday, 11 November 2017 ( Voting Entitlement Time ). Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

LODGE YOUR VOTE – PLEASE RETURN FORM TO: Computershare Investor Services

PROXY FORM

Molopo Energy Limited A.B.N. 79 003 152 154

By Mail: GPO Box 242, Melbourne, Victoria 3001 By Facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) By Delivery: Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067

A. Appointment of Proxy

I/we being a shareholder/s of Molopo Energy Limited and entitled to attend and vote hereby appoint

Write here the name of the person you are The Chair of OR appointing if this person is someone other the Meeting than the Chair of the Meeting.

or failing the person named, or if no person is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Section B below at the General Meeting of Molopo Energy Limited to be held at 3:00pm (Perth time) on Monday, 13 November 2017 at Conference Room, Ground Floor, BGC Centre, 2 The Esplanade, Perth, Western Australia , and at any adjournment of such General Meeting.

IMPORTANT:

If you leave Section A blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy by default. If the Chair of the Meeting becomes your proxy (by specific appointment or by default) you can direct the Chair of the Meeting to vote FOR or AGAINST, or to ABSTAIN from voting on the Resolutions by marking the appropriate Voting Direction boxes in Section B below.

If you mark the ABSTAIN box for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll on that resolution.

B. Voting Directions to Your Proxy – please mark  to indicate your direction

RESOLUTIONS FOR AGAINST ABSTAIN 1. Election of William Johnson as a Director    2. Removal of Alexandre Gabovich as a Director   

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

C. Please Sign Here This section must be signed.

Individual Shareholder / Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director and Sole Company Secretary or Director Director / Company Secretary

Sole Director and Sole Company Secretary or Power of Attorney or Executor

(Companies: Please sign in the appropriate place to indicate the office held)

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Contact Name Contact Daytime Telephone Date
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Email:

D. Lodgement of a Proxy

This Proxy Form must be received at the address/fax number below not later than 3:00pm (Perth time) on Saturday, 11 November 2017 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy Forms may be lodged by posting, delivery or facsimile to the Company’s Share Registry below:

BY POST

BY DELIVERY

BY FACSIMILE:

Computershare Investor Services GPO Box 242 Melbourne Victoria 3001

Computershare Investor Services Yarra Falls 452 Johnston Street Abbotsford, Victoria, 3067

1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)