Otto Energy : Notice of Annual General Meeting/Proxy Form

OTTO ENERGY LIMITED

2020 ANNUAL GENERAL MEETING

16 October 2020

Dear Shareholder,

Due to the COVID-19 pandemic and related restrictions on travel and social distancing, Otto Energy Limited ("Otto") will be holding a virtual Annual General Meeting ("AGM") for 2020.

The Meeting will be held on Thursday 19 November at 2:00pm (WST) at the Otto's head office, 32 Delhi Street West Perth, Western Australia. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND IN PERSON

AT THE AGM. ALL SHAREHOLDERS ARE INVITED TO PARTICIPATE VIA THE VIRTUAL MEETING PLATFORM WHICH INCLUDES A LIVE AUDIO WEBCAST.

Further, please note the following:

• Physical attendance at the AGM will not be permitted. Attendance is only available via the virtual meeting platform with live audio webcast.
• Shareholders will be able to attend the AGM by logging in athttps://agmlive.link/OEL20
• Further details are provided in the Notice of Annual General Meeting. Please follow the Online User Guide enclosed with this letter. The Notice of Annual General Meeting can be viewed and downloaded at the following link:http://www.ottoenergy.com/site/content/
• Shareholders are encouraged to vote by proxy as set out in more detail in the attached proxy form.
• All voting at the AGM will be conducted by poll.
• Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions.
• Questions for the Board or company auditors can be emailed [e-mail] electronically online to the Company's share registry by visiting www.linkmarketservices.com.auno later than 2:00pm (WST), Tuesday 17 November 2020. Shareholders will be able to submit questions during the Meeting also.

If you have any queries, please contact the Company Secretary at [e-mail].

Approved for release by the Board of Directors.

For, and on behalf of the Board,

Kaitlin Smith

Company Secretary

Otto Energy Limited Head Office 32 Delhi Street, West Perth WA 6005 Australia PO Box 1414, West Perth, WA 6872 Australia

T: [phone] [e-mail] ASX Code: OEL ABN: 56 107 555 046

OTTO ENERGY LIMITED

ACN 107 555 046

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:

2:00 pm (WST)

DATE: Thursday, 19 November 2020

PLACE: Otto Energy Limited's (the Company) Perth Office 32 Delhi Street, West Perth, WA 6005

and via webcast live online

DUE TO THE CURRENT COVID-19 SOCIAL DISTANCING RESTRICTIONS, SHAREHOLDERS WILL

NOT BE ABLE TO ATTEND THE MEETING IN PERSON.

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

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.

The General Meeting will be a virtual meeting.

The Directors have determined pursuant to 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 at 7:00pm (AEST) on Tuesday, 17 November 2020.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2020."

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 - ELECTION OF DIRECTOR WHO WAS APPOINTED BY OTHER DIRECTORS - GEOFF PAGE

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

"That, for the purposes of rule 48(c) of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Geoff Page, who was appointed as a Director by the Board since the last annual general meeting, retires, and being eligible offers himself for election as a Director, be elected as a Director."

Directors' Recommendation: The Directors (Mr Page abstaining) support the election of Geoff Page and recommend that Shareholders vote in favour of Resolution 2.

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4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR WHO RETIRES BY ROTATION - JOHN JETTER

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

"That, for the purpose of clause 50 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr John Jetter, a Director, retires by rotation, and being eligible, is re-elected as a Director."

Directors' Recommendation: The Directors (Mr Jetter abstaining) support the election of John Jetter and recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 - RATIFICATION OF PRIOR PLACEMENT OF 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 231,109,326 ordinary fully paid shares pursuant to a Placement announced on 26 March 2020 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue or is a counterparty to the agreement being approved (namely Molton Holdings Limited), or an associate of that person or those persons.

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

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair 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
3. 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 resolution; and
   2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holders to vote in that way

6. RESOLUTION 5 - APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement has not been included for this Resolution on the basis that at the time of dispatching the Notice, the Company is not proposing to make an issue of securities under LR 7.1A.2.

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