RENERGEN LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number: 2014/195093/06)
 JSE Share code: REN
 A2X Share code: REN
 ISIN: ZAE000202610
 LEI: 378900B1512179F35A69
 Australian Business Number (ABN): 93 998 352 675
 ASX Share code: RLT
 (“Renergen” or “the Company”)


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING



1.     Introduction and Overview

1.1.     Shareholders are hereby advised that the board of Renergen had resolved to proceed
         to obtain a specific authority from Renergen shareholders (“Shareholders”), in order to
         issue a maximum of 67 500 000 (sixty seven million five hundred thousand) ordinary
         shares, including such ordinary shares represented by American Depository Shares
         (“ADSs”) and CDIs (a unit of beneficial ownership in Renergen shares as defined in the
         ASX Settlement Operating Rules) to be issued under the specific authority (“Specific
         Issue Shares”) or convertible debt instruments that will be convertible into Specific Issue
         Shares (“Specific Authority”) in terms of one or more placements (“Placements”),
         which Placements are expected to primarily be executed through the proposed listing
         and public offering in the United States of America of Renergen shares represented by
         ADSs (“Proposed IPO”).

1.2.     Shareholders are referred to the announcements released on SENS on 5 September
         2022 and 23 January 2023 wherein the Company announced the successful production
         of liquid natural gas (“LNG”) and liquid helium from Phase 1 of the Virginia Gas Project
         (“VGP”). Once in full production, the Phase 1 plant will have a maximum capacity of 350
         kg of liquid helium and 2 700 gigajoules (“GJ”) of LNG per day.

1.3.     The Company has concurrently been developing its Phase 2 expansion of the VGP.
         Phase 2 is categorised as the expansion of existing, authorized operations through the
         drilling of additional wells, the construction of additional natural gas gathering pipelines
         and the construction of a significantly larger (c.12x larger) processing and liquefaction
         facility, and the associated road tanker distribution facilities and downstream customer
         dispensing facilities.

1.4.     The Company’s goal is to achieve commercial operation of Phase 2 during 2026, at
         which point the Company expects to operate at 75% capacity and ramping up to full
         capacity of up to 34 400 GJ per day of LNG and 4 200 kg per day of liquid helium
         production over an estimated six-to-nine month period.

1.5.     The execution of the above strategic objectives will require additional equity funding.
         While the primary driver for Renergen seeking approval for the Specific Authority is to
         secure funding for the continued development of Phase 2 of the VGP, not all of the
         proceeds that can be raised in terms of the Specific Authority are required immediately.
         Therefore, Renergen will undertake the Placements in various stages and will utilise part
         of the Specific Authority on each Placement, as and when required, in order to limit
         dilution to existing Shareholders.

1.6.     Renergen estimates that the build cost to complete construction of Phase 2 of the VGP
         is USD 1.16 billion over the next 3 years. This build cost is expected to be funded with
         USD 750 million in debt with the balance in equity, partially issued through the Proposed
         IPO, subject to market and other conditions, and the balance issued in a tranche
         approximately 12-18 months following the Proposed IPO.
1.7.     The funds raised by the issue of the Specific Issue Shares in terms of the Specific
         Authority will be used for the continued development and construction of Phase 2 of the
         VGP as well as to fund pre-Proposed IPO costs.

1.8.     The price at which the Specific Issue Shares will be issued will be the price agreed
         between Renergen and the party or parties subscribing for the Specific Issue Shares in
         each Placement, provided that the minimum price at which such Specific Issue Shares
         will be issued in each Placement will be limited to a 10% discount to the higher of the
         weighted average traded price of Renergen shares on the JSE measured over the 30
         business days prior to: (i) the date that the price is agreed between Renergen and the
         party or parties subscribing for the Specific Issue Shares in such Placement; or (ii) the
         date of the general meeting (referred to below).



2.     Distribution of Circular and Notice of General Meeting

2.1.     A circular (“Circular”), detailing the proposed Specific Authority, will be distributed to
         Shareholders today, 8 March 2023. The Circular also incorporates a notice convening a
         general meeting of Shareholders (“General Meeting”) for the purpose of considering
         and, if deemed fit, passing, with or without modification, the resolutions contained
         therein.

2.2.     All capitalised terms used but not defined in this announcement shall bear the meanings
         ascribed to them in the Circular.

2.3.     Accordingly, notice is hereby given that the General Meeting will be held at 10h00 on
         Tuesday, 11 April 2023 at 1st Floor, 1 Bompas Road, Dunkeld West, 2196, in order to
         consider and, if deemed fit, to pass, with or without modification, the requisite resolutions
         in order to obtain the Specific Authority and to issue the Specific Issue Shares.

2.4.     The Circular is available in English only. Copies of the Circular may be obtained during
         normal business hours from the registered office of the Company and its transaction
         designated advisor, Valeo Capital, from Wednesday, 8 March 2023 until Tuesday, 11
         April 2023 (both days inclusive). A copy of the Circular will also be available on the
         Company’s website www.renergen.co.za.

3.     Salient dates and times

       The salient dates and times relating to the General Meeting are set out below:

                                                                                2023
        Record date to determine which Shareholders are eligible to             Friday, 3 March
        receive the Circular

        Circular containing the Notice of General Meeting and Form of           Wednesday, 8 March
        Proxy (yellow) posted to Shareholders and announced on SENS
        on
                                                                                Tuesday, 28 March
        Last day to trade in order to be eligible to vote at the General
        Meeting
                                                                                Friday, 31 March
        Record date to be eligible to vote at the General Meeting

        Last day to lodge forms of proxies in respect of the General            Wednesday, 5 April
        Meeting by 10h00 on

        General Meeting of Renergen Shareholders to be held at 10h00            Tuesday, 11 April
        on

        Results of the General Meeting released on SENS on                      Tuesday, 11 April
      Note:
      (1) The above dates and times are subject to change. Any such change will be
            released on SENS. All times are South African standard times.

      (2)   Renergen Shareholders are referred to page 5 of the Circular for information on the
            action required to be taken by them.

      (3)   A Form of Proxy (yellow) may be handed to the chairman of the General Meeting
            prior to the exercise of the voting rights in terms thereof in respect of the resolution
            in question.

      (4)   If the General Meeting is adjourned or postponed, the Forms of Proxy (yellow)
            submitted in respect of the initial General Meeting will remain valid in respect of any
            adjournment or postponement of the General Meeting.



Johannesburg
8 March 2023


Authorised by: Stefano Marani
Chief Executive Officer

For South African media queries, contact
Mandy Stuart +2784 606 7200
+2710 045 6007
www.renergen.co.za

Transaction Designated Advisor
Valeo Capital (Pty) Ltd