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Atlas Mara Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD BE READ IN ITS ENTIRETY. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares or depositary interests, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your holding you should retain these documents. ATLAS MARA LIMITED (a company incorporated in the British Virgin Islands with limited liability and with registered number 1800950) NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 29 AUGUST 2018 AT 1:00 PM EST / 6:00 PM BST AT 375 PARK AVENUE, 21ST FLOOR, NEW YORK, NEW YORK 10152 This document gives notice of the Annual General Meeting (“AGM” or “Meeting”) of Atlas Mara Limited (“ATMA” or the “Company”). If you hold ordinary shares in the Company, please complete and submit a Form of Proxy in accordance with the instructions printed thereon, whether or not you propose to attend the AGM. The return of the Form of Proxy will not prevent you from attending the AGM and voting in person. If you hold depositary interests in the Company, please complete and submit a Form of Instruction in accordance with the instructions printed thereon. The Company’s annual report is available at http://atlasmara.com 1 NOTICE OF 2018 ANNUAL GENERAL MEETING ATLAS MARA LIMITED (a company incorporated in the British Virgin Islands with limited liability and with registered number 1800950) Notice is hereby given that the 2018 annual general meeting (the “AGM” or “Meeting”) of Atlas Mara Limited (“ATMA” or the “Company”) will be held at 375 Park Avenue, 21st Floor, New York, New York 10152 on 29 August 2018 at 1:00 p.m. EST / 6:00 p.m. BST. This Meeting is being convened for the purpose of considering and, if thought fit, passing the 15 resolutions set forth below, which, in the case of Resolutions 1 to 14 will be proposed as ordinary resolutions and in the case of Resolution 15 will be proposed as a special resolution. The explanatory notes to this notice provide additional information on matters to be considered at the Meeting, and form part of this notice. ORDINARY RESOLUTIONS Annual Report and Accounts Resolution 1 - THAT the Directors’ Report and Accounts and the Auditors’ Report for the financial year ended 31 December 2017 be and are received. Election and Re-election of Directors Resolution 2 – THAT Mr. Robert E. Diamond, Jr. be re-appointed as a director of the Company until the conclusion of the next annual general meeting. Resolution 3 - THAT Ms. Rachel F. Robbins be re-appointed as a director of the Company until the conclusion of the next annual general meeting. Resolution 4 - THAT Ms. Olufunke Opeke be re-appointed as a director of the Company until the conclusion of the next annual general meeting. Resolution 5 - THAT Mr. Amadou Raimi be re-appointed as a director of the Company until the conclusion of the next annual general meeting. Resolution 6 - THAT Mr. Eduardo Chivambo Mondlane, Jr. be re-appointed as a director of the Company until the conclusion of the next annual general meeting. Resolution 7 - THAT following the appointment of Mr. Michael Wilkerson, as a director of the Company, effective 2 October 2017, his appointment be approved until the conclusion of the next annual general meeting. Resolution 8 - THAT following the appointment of Mr. Richard Boucher, as a director of the Company, effective 2 October 2017, his appointment be approved until the conclusion of the next annual general meeting. Resolution 9 - THAT following the appointment of Mr. Hisham Ezz Al-Arab, as a director of the Company, effective 2 October 2017, his appointment be approved until the conclusion of the next annual general meeting. Resolution 10 - THAT following the appointment of Mr. Simon Lee, as a director of the Company, effective 24 April 2018, his appointment be approved until the conclusion of the next annual general meeting. 2 Resignation of Directors Resolution 11 - THAT following the stepping down of Mr. Ashish J. Thakkar, as a director of the Company, effective 2 October 2017, his resignation from the board of the Company, be noted and ratified. Resolution 12 - THAT following the stepping down of Mr. Tonye Cole, as a director of the Company, effective 2 October 2017, his resignation from the board of the Company, be noted and ratified. Resolution 13 - THAT following the stepping down of Mr. Quinn McLean, as a director of the Company, effective 24 April 2018, his resignation from the board of the Company, be noted and ratified. Re‐appointment of Auditors Resolution 14 - THAT KPMG Inc. be re-appointed as auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting on such remuneration and terms of engagement as may be fixed by the Board. SPECIAL RESOLUTION Disapplication of Pre‐emption Rights Resolution 15 - THAT pursuant to article 3.11 of the Articles, the directors be and are given the power to issue equity securities of any class as if the provisions of article 3.2 of the Articles do not apply to the issue of such equity securities: (i) generally for such purposes as the Directors may think fit, an aggregate number (when aggregated with equity securities issued or authorized to be issued under (ii) below) not exceeding 15 per cent of the aggregate number of the ordinary shares in issue (including any ordinary shares held in treasury) as at 6 August 2018 (the latest practicable date prior to the publication of this notice); and (ii) in relation to any issue of securities that are convertible into or exchangeable for ordinary shares in the Company, including without limitation in connection with the warrants issued in connection with the Bond Issue and any convertible bonds, warrants or similar instruments issued by the Company from time to time (in each case at such price, or using such pricing methodology, as may be determined by the Directors from time to time), in an aggregate number (when aggregated with equity issued or authorized to be issued under (i) above) not exceeding 15 per cent. of the aggregate number of the ordinary shares in issue (including any ordinary shares held in treasury) as at 6 August 2018 (the latest practicable date prior to the publication of this notice), provided that: (1) the authority above shall expire at the conclusion of the next annual general meeting of the Company after the passing of the resolution, save that the Company shall be entitled to make an offer or agreement which would or might require equity securities to be issued before the expiry of its power to do so, and the Directors shall be entitled to issue the equity securities pursuant to any such offer or agreement after that expiry date; and 3 (2) in the event of a sub-division or consolidation of the ordinary shares, the number of shares the directors are permitted to issue pursuant to the authority above shall be adjusted accordingly. For the purposes of Resolution 15: the “Bond Issue” means the issue by the Company of Secured Bonds due 2021 up to an aggregate principal amount of U.S. $40,000,000. By order of the Board Beatrice Hamza Bassey General Counsel and Company Secretary Registered office: Ritter House, 6th Floor Wickhams Cay II Road Town, Tortola British Virgin Islands 4 EXPLANATORY NOTES These explanatory notes form part of the Notice of Annual General Meeting. Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolution 15 is proposed as a special resolution. This means that for this resolution to be passed at least 75% of the votes cast must be in favour of the resolution. Annual Report and Accounts (Resolution 1) Although not required pursuant to the Articles or the laws of the British Virgin Islands, the Company is proposing a resolution for shareholders to receive the Company’s Directors’ Report and Accounts and the Auditors’ Report for the financial year ended 31 December 2017, as well as the Company’s Annual Report available at http://atlasmara.com. Election and Re-election of Directors (Resolutions 2 to 10) At the previous annual general meeting held on 31 May 2017, each Director put themselves up for re- election and was re-appointed to the Board until the next annual general meeting. In accordance with Principle B.7.1 of the UK Corporate Governance Code (the “Code”), the Directors are subject to election by shareholders at the first annual general meeting after their appointment, and to re- election thereafter at intervals of no more than three years. All the Directors will therefore be offering themselves for election and re-election in 2018. Separate resolutions will be proposed for each of these elections. Biographies of the Directors are included in the Company’s 2017 Annual Report and on the Company’s website: http://atlasmara.com and are also set out on the following page.
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