UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number 001-39171
BROOGE ENERGY LIMITED
(Translation of registrant’s name into English)
c/o Brooge Petroleum and Gas Investment Company
FZE
P.O. Box 50170
Fujairah, United Arab Emirates
+971 9 201 6666
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that
involve risks and uncertainties concerning Brooge Petroleum and Gas Investment Company FZE’s (“BPGIC”), Brooge Petroleum
and Gas Investment Company Phase III FZE (“BPGIC III”) and Brooge Energy Limited’s (“Brooge Energy” or “Company”)
expected operational plans. The actual results may differ materially from expectations due to a number of risks and uncertainties and,
consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These
risks and uncertainties include, but are not limited to, availability of labor and other resources needed to for completion of the new
plant, timing of obtaining regulatory approvals needed with respect to the new facility, the Company’s ability to complete construction
and initiate operations of the new facility on the anticipated timeline or at all, the Company’s ability to maintain the lease for
the new facility, and other risks and uncertainties indicated from time to time in filings with or submissions to the Securities and Exchange
Commission (the “SEC”) by Brooge Energy. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and Brooge Energy undertakes no obligation to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise.
CONTENTS
Brooge Energy’s 2023 Annual General Meeting
Brooge Energy Limited will hold its 2023 Annual
General Meeting at 6:00 p.m. Gulf Standard Time, on December 15, 2023, remotely via telephone conference and at its offices located at
Unit 1002-A, Opus by Omniyat Building, Al Aamal Street, Business Bay, Dubai, United Arab Emirates (the “Meeting”).
The board of directors of Brooge Energy has set
the record date for determining shareholders entitled to attend and vote at the Meeting as October 18, 2023 (the “Record Date”).
Attendance at the Meeting will be limited to shareholders of record and beneficial owners who provide proof of beneficial ownership as
of the Record Date (such as an account statement, a copy of the voting instruction card provided by a broker, bank, trustee, or nominee,
or other similar evidence of ownership).
Attached hereto and incorporated by reference
herein as Exhibit 99.1 is the Notice of Annual General Meeting (the “Notice”) of the Company. The Notice contains information
concerning the agenda for the Meeting and additional general matters related to the Meeting including the information required to attend
and the safety procedures that will be implemented to accommodate in-person attendance while complying with appropriate social distancing
measures and other requirements that may be in effect from time to time due to the COVID-19 pandemic, including pre-registration. Also
included in the Notice is important information on voting in advance of the Meeting.
Attached hereto and incorporated by reference
herein as Exhibit 99.2 is the Proxy Statement for the Meeting, which describes in greater detail each of the proposals to be presented
at the Meeting, including background information related to the proposals, additional logistical information concerning the required vote
and means of voting on the proposals, and general information concerning the Company’s board of directors.
As described in the Notice and Proxy Statement
for the Meeting, shareholders will be provided with the ability to attend the Meeting via telephone.
The Form of Proxy Card for the Meeting is attached
hereto and incorporated by reference herein as Exhibit 99.3.
The Notice of Annual General Meeting, the Form
of Proxy Card for the Meeting and the Proxy Statement for the Meeting are also available at: https://broogeenergy.com/annual-general-meeting-2023/.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BROOGE ENERGY LIMITED |
| |
|
|
| Date: November 13, 2023 |
By: |
/s/ Paul Ditchburn |
| |
|
Name: |
Paul Ditchburn |
| |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
BROOGE ENERGY LIMITED
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
NOTICE OF 2023 ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 15, 2023
TO THE SHAREHOLDERS OF BROOGE ENERGY LIMITED:
NOTICE IS HEREBY GIVEN that the 2023 Annual General
Meeting (the “Meeting”) of Brooge Energy Limited, a Cayman Islands exempted company (the “Company”),
will be held on December 15, 2023 at 6:00 pm Gulf Standard Time, or 9:00 a.m. U.S. Eastern Standard Time, at the offices of the Company
located at Unit 1002-A, Opus by Omniyat Building, Al Aamal Street, Business Bay, Dubai, United Arab Emirates. You are cordially invited
to attend the Meeting, which will be held for the following purposes:
| A. | Considering and, if thought fit, passing and approving the following resolutions to appoint five directors
nominated by the Company’s current directors: |
RESOLVED AS AN ORDINARY RESOLUTION THAT
Dr. Yousef Mahmoud Mohammad Alassaf be re-appointed as a director of the Company with immediate effect, to hold office in accordance with
the articles of association of the Company (“Proposal No. 1”).
RESOLVED AS AN ORDINARY RESOLUTION THAT
Saleh Mohamed Yammout be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles
of association of the Company (“Proposal No. 2”).
RESOLVED AS AN ORDINARY RESOLUTION THAT
Tony Boutros be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles of association
of the Company (“Proposal No. 3”).
RESOLVED AS AN ORDINARY RESOLUTION THAT
Nariman N. Karbhari be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles
of association of the Company (“Proposal No. 4”).
RESOLVED AS AN ORDINARY RESOLUTION THAT
Firoze Kapadia be re-appointed as a director of the Company with immediate effect, to hold office in accordance with the articles
of association of the Company (“Proposal No. 5”).
After careful consideration, the Company’s
board of directors has determined that each of Proposal No. 1, Proposal No. 2, Proposal No. 3, Proposal No. 4, and Proposal No. 5 is fair
to and in the best interests of the Company and unanimously recommends that you vote or give instruction to vote “FOR” each
of Proposal No. 1, Proposal No. 2, Proposal No. 3, Proposal No. 4, and Proposal No. 5.
| B. | To consider and transact such other business as may properly come before the Meeting or any adjournments
thereof. |
Important Notice Regarding the Availability
of Proxy Materials For the 2023 Annual General Meeting to be Held on December 15, 2023: this Notice of the 2023 Annual General Meeting,
our Proxy Statement and the Proxy Card are available at https://broogeenergy.com/annual-general-meeting-2023/.
Record Date
Only holders of record of the Company’s
ordinary shares (“Ordinary Shares”) at the close of business on October 18, 2023 (the “Record Date”)
are entitled to notice of the Meeting, to attend the Meeting and to vote and have their votes counted at the Meeting and any adjournments
of the Meeting.
IMPORTANT NOTICE REGARDING ATTENDANCE
In light of health risks posed by the COVID-19
virus, we encourage holders of our Ordinary Shares to send voting instructions as soon as possible in advance of the Meeting. Please see
“Voting and Proxy Cards — Voting by in advance of the Meeting” below, and your proxy card for information
on how to vote your Ordinary Shares in advance of the meeting.
Attending the Meeting
All shareholders of the Company are cordially
invited to attend the Meeting in person.
In order for us to better protect your health
and safety and enable us to comply with appropriate social distancing measures and other requirements that may be in effect from time
to time due to the COVID-19 pandemic, if you plan to attend the Meeting in person, we ask that you please register in advance by following
the instruction on our website at https://broogeenergy.com/annual-general-meeting-2023/ no later than 6:00 p.m. Gulf Standard Time on
December 1, 2023. We cannot guarantee access to the Meeting for holders of Ordinary Shares that did not register.
On the day of the Meeting, please plan to arrive
at Unit 1002-A, Opus by Omniyat Building, Al Aamal Street, Business Bay, Dubai, United Arab Emirates, between 4:30 p.m. and 5:30 p.m.
Gulf Standard Time, for check-in. Please bring a photo identification document (e.g., a passport), for beneficial owners, please also
bring proof of beneficial ownership as of the Record Date (such as an account statement, a copy of the voting instruction card provided
by a broker, bank, trustee, or nominee, or other similar evidence of ownership) and for corporate representatives, please also bring the
relevant power of attorney (signed and stamped), for check-in.
To safeguard the health and safety of everyone
who will attend the Meeting in person and as may be required by applicable laws and regulations in effect at the time, we may implement
certain precautionary measures, including:
| ● | compulsory
body temperature screenings (any person with a body temperature above 37.5 degrees Celsius will be denied attendance); |
| ● | requiring
you to submit a health declaration form before you are permitted to attend the Meeting; |
| ● | requiring
you to wear a surgical face mask at all times during the Meeting (please note that no surgical face mask will be provided at the Meeting
and all attendees should wear their own surgical face masks); and |
| ● | no
corporate gifts will be provided and no drinks or refreshments will be served. |
Any record or beneficial holder of Ordinary Shares
and any duly appointed proxy or corporate representative of a record or beneficial holder of Ordinary Shares, or any person claiming a
right to attend the Meeting, must be, and must appear to be in good health to attend the Meeting both at the point of entry and throughout
the proceedings of the Meeting. Any person who is not in such condition at all relevant times, or who does not comply with any precautionary
measures being implemented, in each case in the reasonable view of any officer or agent of the Company, may be refused entry to the Meeting,
or may be instructed to leave the Meeting at any time. All officers and agents of the Company reserve the right to refuse any person entry
to the Meeting, or to instruct any person to leave the Meeting, where such officer or agent reasonably considers that such refusal or
instruction is or may be required for the Company to be able to comply with applicable laws and regulations. The exercise of such right
to refuse entry or instruct to leave shall not invalidate the proceedings at the Meeting.
Voting and Proxy Cards
Voting by in advance of the Meeting
If you are a shareholder of record, there are
three ways to vote by proxy:
| ● | By Internet – You can vote over
the Internet at http://proxyvote.com by following the instructions on the proxy card. You will need to enter your control number,
which is a 16-digit number located in a box on your proxy card that is included with your proxy materials. We encourage you to vote by
Internet even if you received proxy materials in the mail. |
| ● | By Telephone – You may vote and
submit your proxy by calling toll-free 1-800-690-6903 and providing your control number, which is a 16-digit number located in a box on
your proxy card that is included with your proxy materials. |
| ● | By Mail –You can vote by mail by
marking, dating, signing and returning the proxy card in the postage-paid envelope contained with your proxy materials. |
Telephone and Internet voting facilities for shareholders
of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on December 14, 2023. Submitting your proxy by any
of these methods will not affect your ability to attend the Meeting in-person and vote at the Meeting.
If your Ordinary Shares are held in “street
name,” meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you will receive instructions
from your bank or brokerage firm, who is the holder of record of your shares. You must follow the instructions of the holder of record
in order for your shares to be voted. Telephone and Internet voting may also be offered to shareholders owning shares through certain
banks and brokers, according to their individual policies.
The Company will retain an independent tabulator
to receive and tabulate the proxies.
If you submit proxy voting instructions and direct
how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit proxy
voting instructions but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR”
the election of the nominees for director.
It is not expected that any other matters will
be brought before the Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance
with their discretion with respect to such matters.
A shareholder who has given a proxy may revoke
it at any time before it is exercised at the Meeting by:
| ● | attending the 2023 Annual General Meeting and
voting in person; |
| ● | voting again by the Internet or telephone (only
the last vote cast by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Time
on December 14, 2023; |
| ● | delivering a written notice, at the address given
below, bearing a date later than that indicated on the proxy card or the date you voted by Internet or telephone, but prior to the date
of the Meeting, stating that the proxy is revoked; or |
| ● | signing and delivering a subsequently dated proxy
card prior to the vote at the 2023 Annual General Meeting. |
You should send any written notice or new proxy
card to Vote Processing, c/o Broadridge, at 51 Mercedes Way, Edgewood, New York 11717.
If you are a registered holder you may request
a new proxy card by calling Broadridge at 1-800-690-6903, or visit http://www.proxyvote.com to submit a request online.
Any shareholder owning shares in street name may
change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the Class A ordinary shares or
by obtaining a legal proxy from such bank or brokerage firm and voting in person at the 2023 Annual General Meeting. Your last vote, prior
to or at the 2023 Annual General Meeting, is the vote that will be counted.
Voting in person
If you are a shareholder of record of Ordinary
Shares of the Company as of the Record Date, you may cast your vote in person at the Meeting. If your shares are held in an account at
a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote
in person, obtain a proxy from your broker or bank and return it in the manner instructed thereon.
Abstentions
Where any holder of Ordinary Shares affirmatively
abstains from voting (or withholds their vote) on any particular resolution, the votes attaching to such Ordinary Shares will not be included
or counted in the determination of the number of Ordinary Shares voting for the purposes of determining whether such resolution has been
passed (but they will be counted for the purposes of determining the quorum, as described above). Abstentions will have no effect on (i)
the re-appointment of Dr. Yousef Mahmoud Mohammad Alassaf as a director of the Company (Proposal No. 1), (ii) the re-appointment of Saleh
Mohamed Yammout as a director of the Company (Proposal No. 2), (iii) the re-appointment of Tony Boutros as a director of the Company
(Proposal No. 3), (iv) the re-appointment of Nariman N. Karbhari as a director of the Company (Proposal No. 4), and (v) the re-appointment
of Firoze Kapadia as a director of the Company (Proposal No. 5).
Broker Non-Votes
Brokerage firms have the authority under applicable
rules to vote shares on certain matters, when their customers do not provide voting instructions. However, on other matters, when the
brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that matter and a
“broker non-vote” occurs. This means that brokers may not vote your shares on Proposal Nos. 1 through 5 (the re-appointment
of the current directors) if you have not given your broker specific instructions as to how to vote. Shares represented by “broker
non-votes” will be counted for purposes of determining a quorum. “Broker non-votes” are not counted as voting power
present and therefore are not counted in the votes, and will have no effect, with respect to the re-appointment of the directors named
in Proposal Nos. 1 through 5.
Your vote is important regardless of the number
of shares you own. Whether you plan to attend the Meeting or not, please sign, date and return the enclosed proxy card as soon as possible
in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact
your broker to ensure that votes related to the shares you beneficially own are properly counted.
Attending the Meeting via Telephone
We are providing shareholders with the ability to attend the Meeting
via telephone. In order to attend the Meeting from the United States, please dial 1-877-425-9470 or 1-201-389-0878. To attend the Meeting
via telephone from the United Arab Emirates, please dial 800 035 703 290 otherwise you may access the following link: https://viavid.webcasts.com/starthere.jsp?ei=1641838&tp_key=0aa8cb445f.
IMPORTANT NOTE REGARDING ATTENDING THE 2023 ANNUAL GENERAL
MEETING VIA TELEPHONE
If you intend to attend the Meeting via telephone, we urge you to
please vote as soon as possible by one of the methods described on your proxy card and under “Voting and Proxy Cards — Voting
by in advance of the Meeting” above.
Thank you for your participation. We look forward
to your continued support.
By Order of the Board of Directors
| /s/ Dr. Yousef Alassaf |
|
| Dr. Yousef Alassaf |
|
| Chairman |
|
Date: 07 November, 2023
| * | A proxy card has been included with this Notice. |
4
Exhibit
99.2
BROOGE
ENERGY LIMITED
P.O.
Box 309, Ugland House
Grand
Cayman
KY1-1104
Cayman
Islands
PROXY
STATEMENT
GENERAL
INFORMATION
The
board of directors of Brooge Energy Limited (the “Company” or “we”) is soliciting proxies for the
2023 annual general meeting of the Company (the “Meeting”) to be held on December 15, 2023 at 6:00 pm Gulf Standard
Time, or 9:00 a.m. U.S. Eastern Standard Time. The Meeting will be held at the offices of the Company located at Unit 1002-A, Opus by
Omniyat Building, Al Aamal Street, Business Bay, Dubai, United Arab Emirates.
You
can review and download the proxy statement and other proxy materials at the “Investor Relations — Annual Meeting 2023”
section of the Company’s website at https://broogeenergy.com/annual-general-meeting-2023/, or request a paper or e-mail copy of
the proxy statement and other proxy materials, free of charge, by e-mail to investor.relations@bpgic.com.
The
Company is a “foreign private issuer” within the meaning of Rule 3b-4 of the Securities Exchange Act of 1934, as amended,
and as a result, is not required to comply with U.S. federal proxy requirements.
RECORD
DATE, SHARE OWNERSHIP, QUORUM AND REQUIRED VOTE
Only
holders of record of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) at the close
of business on October 18, 2023 (the “Record Date”) are entitled to notice of the Meeting, to attend the Meeting and
to vote and have their votes counted at the Meeting and any adjournments of the Meeting.
The
holders of a majority of the Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural
person by its duly authorised representative or proxy shall be a quorum for all purposes. As of the close of business on the Record Date,
109,587,854 Ordinary Shares were issued and outstanding.
Proposal
No. 1, the re-appointment of Dr. Yousef Mahmoud Mohammad Alassaf as a director of the Company requires an ordinary resolution, which
is a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy (an “Ordinary Resolution”).
Proposal
No. 2, the re-appointment of Saleh Mohamed Yammout as a director of the Company requires an Ordinary Resolution.
Proposal
No. 3, the re-appointment of Tony Boutros as a director of the Company requires an Ordinary Resolution.
Proposal
No. 4, the re-appointment of Nariman N. Karbhari as a director of the Company requires an Ordinary Resolution.
Proposal
No. 5, the re-appointment of Firoze Kapadia as a director of the Company requires an Ordinary Resolution.
VOTING
AND SOLICITATION
Each
Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. Each resolution
put to the vote at the Meeting will be decided by poll.
This
solicitation is made on behalf of the board of directors of the Company.
Copies
of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries
and custodians holding in their names Ordinary Shares of the Company beneficially owned by others, to forward to those beneficial owners.
VOTING
BY HOLDERS OF ORDINARY SHARES
If
you are a shareholder of record, there are three ways to vote by proxy:
| ● | By
Internet – You can vote over the Internet at http://proxyvote.com by following
the instructions on the proxy card. You will need to enter your control number, which is
a 16-digit number located in a box on your proxy card that is included with your proxy materials.
We encourage you to vote by Internet even if you received proxy materials in the mail. Internet
voting facilities for shareholders of record will be available 24 hours a day and will close
at 11:59 p.m. Eastern Time on December 14, 2023. |
| ● | By
Telephone – You may vote and submit your proxy by calling toll-free 1-800-690-6903
and providing your control number, which is a 16-digit number located in a box on your proxy
card that is included with your proxy materials. Telephone voting facilities for shareholders
of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on December
14, 2023. |
| ● | By
Mail –You can vote by mail by marking, dating, signing and returning the proxy
card in the postage-paid envelope contained with your proxy materials. |
When
votes by proxy cards are properly delivered, the Ordinary Shares they represent will be voted by the proxy holder at the Meeting, or
at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy
cards, the proxy holder will vote in favor of the items set forth in the proxy card. The proxy holder will also vote in the discretion
of such proxy holder on any other matters that may properly come before the Meeting, or at any adjournment thereof.
Submitting
your proxy by any of these methods will not affect your ability to attend the Meeting in-person and vote at the Meeting.
IF
YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN
PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A
proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote
at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead.
Please insert the name of the person(s) of your own choice that you wish to be appointed
proxy in the space provided, failing which Paul Ditchburn of the Company, will be appointed
as your proxy. |
| 2 | Any
standing proxy previously deposited by a shareholder with the Company will be voted in favour
of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the
shareholder attends the Meeting in person or executes a specific proxy. |
| 3 | A
proxy card for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting
in person, you are strongly advised to complete and sign the enclosed proxy card and then
return it in accordance with the instructions printed on it (together with any power of attorney
or other authority under which it is signed or a notarially certified copy of that power
or authority) not later than the time for the holding of the Meeting or adjourned Meeting
in accordance with the articles of association of the Company. Returning the completed proxy
card will not preclude you from attending the Meeting and voting in person if you so wish. |
| 4 | If
two or more persons are jointly registered as holders of a share, all holders should sign
the proxy card, however, if two or more persons are jointly registered as holders of a share,
and two or more joint holders tender separate proxy cards, the vote of the senior person
who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of
the votes of other joint holders. For this purpose seniority shall be determined by the order
in which the names stand on the Company’s register of shareholders in respect of the
relevant shares. |
| 5 | The
quorum for the Meeting is one or more shareholders present in person or by proxy representing
at least fifty percent (50%) of each class of shares in the Company entitled to vote on the
resolutions to be considered at the Meeting. We urge you to please vote as soon as possible
by one of the methods described on your proxy card. |
| 6 | The
proxy card is for use by shareholders only. If the appointor is a corporate entity the proxy
must either be under its seal or under the hand of some officer or attorney duly authorised
for that purpose. |
| 7 | A
proxy may vote on a poll. |
Abstentions
Where
any holder of Ordinary Shares affirmatively abstains from voting (or withholds their vote) on any particular resolution, the votes attaching
to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares voting for the purposes
of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described
above). Abstentions will have no effect on (i) the re-appointment of Dr. Yousef Mahmoud Mohammad Alassaf as a director of the Company
(Proposal No. 1), (ii) the re-appointment of Saleh Mohamed Yammout as a director of the Company (Proposal No. 2), (iii) the re-appointment
of Tony Boutros as a director of the Company (Proposal No. 3), (iv) the re-appointment of Nariman N. Karbhari as a director of the Company
(Proposal No. 4), and (v) the re-appointment of Firoze Kapadia as a director of the Company (Proposal No. 5).
Broker
Non-Votes
If
you hold shares through an account with a bank or broker, the bank or broker may vote your shares on some matters even if you do not
provide voting instructions. Brokerage firms have the authority under applicable rules to vote shares on certain matters when their customers
do not provide voting instructions. However, on other matters, when the brokerage firm has not received voting instructions from its
customers, the brokerage firm cannot vote the shares on that matter and a “broker non-vote” occurs. This means that brokers
may not vote your shares on Proposal Nos. 1 through 5 (the re-appointment of the current directors) if you have not given your broker
specific instructions as to how to vote. Shares represented by “broker non-votes” will be counted for purposes of determining
a quorum. “Broker non-votes” are not counted as voting power present and therefore are not counted in the votes, and will
have no effect, with respect to the re-appointment of the directors named in Proposal Nos. 1 through 5.
REVOCABILITY
OF PROXIES
Any
proxy given by a holder of Ordinary Shares by means of a proxy card pursuant to this solicitation may be revoked by submitting a written
notice of revocation or a fresh proxy card bearing a later date, which must be received before 11:59 p.m. Eastern Time on December 14,
2023, or by attending the Meeting and voting in person.
ATTENDING
THE 2023 ANNUAL GENERAL MEETING
All
shareholders of the Company are cordially invited to attend the Meeting in person. Please note that only shareholders attending in
person will be able to participate in the Meeting, including having the ability to vote or ask questions during the Meeting. Only shareholders
present in person or represented by proxy will be treated as present for quorum purposes.
In
order for us to better protect your health and safety and enable us to comply with appropriate social distancing measures and other requirements
that may be in effect from time to time due to the COVID-19 pandemic, if you plan to attend the Meeting in person, we ask that you please
register in advance by following the instruction on our website at https://broogeenergy.com/annual-general-meeting-2023/ no later than
6:00 p.m. Gulf Standard Time on December 1, 2023. We cannot guarantee access to the Meeting for holders of Ordinary Shares who did not
register.
On
the day of the Meeting, please plan to arrive at office 1 Unit 1002-A, Opus by Omniyat Building, Al Aamal Street, Business Bay, Dubai,
United Arab Emirates between 4:30 p.m. and 5:30 p.m. Gulf Standard Time, for check-in. Please bring a photo identification document (e.g.,
a passport), for beneficial owners, please also bring proof of beneficial ownership as of the Record Date (such as an account statement,
a copy of the voting instruction card provided by a broker, bank, trustee, or nominee, or other similar evidence of ownership) and for
corporate representatives, please also bring the relevant power of attorney (signed and stamped), for check-in.
To
safeguard the health and safety of everyone who will attend the Meeting in person and as may be required by applicable laws and regulations
in effect at the time, we may implement certain precautionary measures, including:
| ● | compulsory
body temperature screenings (any person with a body temperature above 37.5 degrees Celsius
will be denied attendance); |
| ● | requiring
you to submit a health declaration form before you are permitted to attend the Meeting; |
| ● | requiring
you to wear a surgical face mask at all times during the Meeting (please note that no surgical
face mask will be provided at the Meeting and all attendees should wear their own surgical
face masks); and |
| ● | no
corporate gifts will be provided and no drinks or refreshments will be served. |
Any
record or beneficial holder of Ordinary Shares and any duly appointed proxy or corporate representative of a record or beneficial holder
of Ordinary Shares, or any person claiming a right to attend the Meeting, must be, and must appear to be in good health to attend the
Meeting both at the point of entry and throughout the proceedings of the Meeting. Any person who is not in such condition at all relevant
times, or who does not comply with any precautionary measures being implemented, in each case in the reasonable view of any officer or
agent of the Company, may be refused entry to the Meeting, or may be instructed to leave the Meeting at any time. All officers and agents
of the Company reserve the right to refuse any person entry to the Meeting, or to instruct any person to leave the Meeting, where such
officer or agent reasonably considers that such refusal or instruction is or may be required for the Company to be able to comply with
applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings
at the Meeting.
PROPOSAL
NOS. 1 THROUGH 5
(APPOINTMENT OF DIRECTORS)
The
board of directors is currently composed of five directors. The Company’s board of directors has nominated each of the existing
directors, Dr. Yousef Mahmoud Mohammad Alassaf, Saleh Mohamed Yammout, Tony Boutros, Nariman N. Karbhari, and Firoze Kapadia for election
to be re-appointed as a director of the Company in accordance with the articles of association of the Company.
RESOLVED
AS AN ORDINARY RESOLUTION THAT Dr. Yousef Mahmoud Mohammad Alassaf be re-appointed as a director of the Company with immediate effect,
to hold office in accordance with the articles of association of the Company (“Proposal No. 1”).
RESOLVED
AS AN ORDINARY RESOLUTION THAT Saleh Mohamed Yammout be re-appointed as a director of the Company with immediate effect, to hold office
in accordance with the articles of association of the Company (“Proposal No. 2”).
RESOLVED
AS AN ORDINARY RESOLUTION THAT Tony Boutros be re-appointed as a director of the Company with immediate effect, to hold office in accordance
with the articles of association of the Company (“Proposal No. 3”).
RESOLVED
AS AN ORDINARY RESOLUTION THAT Nariman N. Karbhari be re-appointed as a director of the Company with immediate effect, to hold office
in accordance with the articles of association of the Company (“Proposal No. 4”).
RESOLVED
AS AN ORDINARY RESOLUTION THAT Firoze Kapadia be re-appointed as a director of the Company with immediate effect, to hold office in accordance
with the articles of association of the Company (“Proposal No. 5”).
Information
relating to the director nominees is set forth below.
| Name | |
Age | |
Position/Title |
| Dr. Yousef
Mahmoud Mohammad Alassaf | |
63 | |
Chairman and
Director |
| | |
| |
|
| Saleh Mohamed Yammout | |
34 | |
Director |
| | |
| |
|
| Tony Boutros | |
56 | |
Director |
| Nariman N. Karbhari | |
75 | |
Director |
| Firoze Kapadia | |
57 | |
Director |
Dr.
Yousef Mahmoud Mohammad Alassaf
Dr.
Yousef Mahmoud Mohammad Alassaf is the Chairman of the Board of Directors and a member of the audit committee. Dr. Alassaf joined the
then-parent entity of the Company’s operating subsidiary, Brooge Petroleum and Gas Investment Company FZE (“BPGIC”)
in October 2018. Dr. Alassaf is also the President of the Rochester Institute of Technology (Dubai). Prior to this, Dr. Alassaf held
a range of other academic positions over the last 30 years, most recently as the Dean of the College of Engineering at the American University
of Sharjah (from 2006 to 2013), which he joined as an Associate Professor in 1991. Dr. Alassaf started his academic career as a Research
and Teaching Assistant at Oxford University from 1985 to 1987. Dr. Alassaf holds a BSc from Sussex University in Electrical Engineering,
a PhD from Oxford University and completed the Executive Leadership Certificate Program from Cornell University in 2008.
Saleh
Mohamed Yammout
Saleh
Yammout is a former Chief Financial Officer of the Company and BPGIC. Mr. Yammout joined BPGIC in October 2018 and stepped down
from his role as Chief Financial Officer in April 2020. Mr. Yammout served as the Vice President (Finance & Administration)
at the Rochester Institute of Technology (Dubai), having joined in 2014. Prior to this, he was a Senior Consultant at PwC from 2012 to
2014, and an Analyst at Al Hilal Bank from 2011 to 2012. Mr. Yammout holds a BSc in Economics with a concentration on International
Relations from the Rochester Institute of Technology in New York.
Tony
Boutros
Tony
Boutros is the Chairman of the audit committee, a member of the compensation committee and a Director of the Company. Mr. Boutros is
a Certified Public Accountant (CPA) from the state of New Hampshire – USA and the Chairman of the Standards Committee (International
Financial Reporting Standard – IFRS and International Standard on Auditing- ISA) at the Lebanese Association of Certified Public
Accountant (LACPA). Mr. Boutros was the Managing Partner of Boutros, Cordahi & Associates (BCA) prior to joining the Company. BCA
is a Professional Civil Company providing audit, tax and advisory practice including financial due diligence, feasibility studies and
valuations. BCA is the Lebanese Member Firm of Ecovis International. From May 2013 – May 2019 he served as Managing Partner of
Boutros, Saghir and Associates “BSA”, a Professional Civil Company. Prior to that he worked as an audit and advisory contractor
at Usamah Tabbarah & Co – Nexia International (UTCNEXIA) from April 2012 – January 2013. Mr. Boutros worked at KPMG Lebanon
from 2002 – 2012, including as the Lead Audit Partner, and at PricewaterhouseCoopers Lebanon from 1998 – 2002. Mr. Boutros
is a Lebanese Certified Accountant and has a Master of Business Administration from the Lebanese American University.
Nariman
Karbhari
Nariman
Karbhari is the Chairman of the compensation committee, a member of the audit committee and a Director of the Company. Mr. Karbhari worked
as the Managing Director and CEO of Spenta Advisory FZE from 2015 through 2021 where he was responsible for arranging banking facilities
for clients. From 2013 – 2015 he was Head of Corporate and Commercial Banking, Finance House PJSC, and from 2009 – 2013 he
was Head of Investments and Treasury, Al Jaber Group, where he was responsible for arranging syndications, raising other banking facilities
and managing investment portfolios in excess of AED 2.5 billion to 3 billion. He was also Head of Corporate, National Bank of Dubai,
Abu Dhabi Region from 2005 – 2009 and Deputy Head of Corporate Banking, National Bank of Abu Dhabi, from 1994 – 2008. Prior
to that, he worked as a relationship manager at the National Bank of Fujairah and the Commercial Bank of Dubai and as an accountant at
Al Abbas Trading Co., Dubai.
Firoze
Kapadia
Firoze
Kapadia is a Director of the Company. Mr. Kapadia joined the Al Sayegh Group as Group Chief Financial Officer in 2011 to oversee its
expansion into Africa in the mining and agro commodities sector. Mr. Kapadia oversaw the group’s first mining IPO on ADX. Mr. Kapadia
has also been involved with spearheading the group’s foray into the agro commodity sector and acted as the CEO of the business.
In his role of Group Chief Financial Officer, Mr. Kapadia had the responsibility for ensuring preparation of consolidated statutory financial
statements, preparation of appropriate accounting policies and procedures at group level, ensuring staff technical training for the finance
department and ensuring that group companies file regular VAT returns.
Existing
Voting Agreements
After
careful consideration, the Company’s board of directors has determined that each of Proposal No. 1, Proposal No. 2, Proposal No.
3, Proposal No. 4 and Proposal No. 5 is fair to and in the best interests of the Company and its shareholders and unanimously recommends
that you vote or give instruction to vote “FOR” each of Proposal No. 1, Proposal No. 2, Proposal No. 3, Proposal No. 4 and
Proposal No. 5.
OTHER
MATTERS
We
know of no other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of
the persons named in the proxy card to vote the Ordinary Shares they represent as the board of directors may recommend.
ATTENDING
THE 2023 ANNUAL GENERAL MEETING VIA TELEPHONE
We
are providing shareholders with the ability to attend the Meeting via telephone. In order to attend the Meeting from the United States,
please dial 1-877-425-9470 or 1-201-389-0878. To attend the Meeting via telephone from the United Arab Emirates, please dial 800 035
703 290 otherwise you may access the following link: https://viavid.webcasts.com/starthere.jsp?ei=1641838&tp_key=0aa8cb445f.
IMPORTANT
NOTE REGARDING ATTENDING THE 2023 ANNUAL GENERAL MEETING VIA TELEPHONE
If
you intend to attend the Meeting via telephone, we urge you to please vote as soon as possible by one of the methods described on your
proxy card and under “Voting and Proxy Cards — Voting by in advance of the Meeting” above.
YOUR
VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO VOTE VIA INTERNET, TELEPHONE PRIOR TO 11:59 P.M., EASTERN TIME, ON DECEMBER 14,
2023 OR BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD IN ADVANCE OF THE MEETING.
| |
By Order of the
Board of Directors, |
| |
|
| |
Dr. Yousef Mahmoud Mohammad
Alassaf |
| |
|
| |
Chairman |
| |
|
| Dated: 07 November, 2023 |
|
* * *
Additional
information about the Company, including its Code of Ethics and Business Conduct for all of its officers, directors and employees, is
available in the “Investor Relations — Corporate Governance” section of the Company’s website at https://broogeenergy.com/investor-relations/corporate-governance/.
7
Exhibit 99.3
Brooge Energy (NASDAQ:BROG)
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