Angus Energy : Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are advised to immediately consult your stockbroker, solicitor, accountant or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or otherwise transferred all of your ordinary shares of £0.002 each in the capital of Angus Energy PLC (Company) (Ordinary Shares), please pass this document, together with the accompanying documents (not including the proxy form), as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

ANGUS ENERGY PLC

(Incorporated and registered in England and Wales with company number 09616076)

Notice of Annual General Meeting

and

Letter from the Chair

Notice of the annual general meeting of the Company, to be held the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 11:00 a.m. on 31 March 2023, is set out at the end of this document.

If you a retail shareholder and hold your shares through a platform or nominee (such as Hargreaves Lansdown, or similar), please see the Chair's letter for instructions on how to vote.

If you are a shareholder in your own name, please follow the instructions set out in the notes to the notice of Annual General Meeting to either vote online or to complete and return the enclosed proxy form. To be valid, the accompanying proxy form should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrar, Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX by no later than 11:00 a.m. on 29 March 2023. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the annual general meeting should they so wish.

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PART I

LETTER FROM THE CHAIR

ANGUS ENERGY PLC

(Incorporated and registered in England and Wales with company number 09616076)

Directors:	Registered office:
Patrick Clanwilliam (Non-executive Chair)	Building 3 Chiswick Park
George Lucan (Chief Executive Officer)	566 Chiswick High Street
Carlos Fernandes (Finance Director)	London
Andrew Hollis (Executive Technical Director)	England
Richard Herbert (Independent Non-executive Director)	W4 5YA

Krzysztof Zielicki (Independent Non-executive Director)

Paul Forrest (Non-executive Director)

7 March 2023

To Shareholders and, for information only, to holders of warrants or options over Ordinary Shares in the

Company

Dear Shareholder

Annual General Meeting 2023 (AGM)

I am writing to inform you that the AGM will be held at 11:00 a.m. on 31 March 2023 and to confirm the arrangements for the holding of the AGM.

1. Notice of AGM

The formal notice of the AGM is set out in Part III (Notice of Annual General Meeting) on page 6 of this letter (Notice of AGM) and contains the resolutions to be considered and voted on at the meeting (Resolutions).

The board of Directors (Board) has set out further detail on and context to the Resolutions in Part II (Explanatory Notes) of this document.

2. Annual Accounts

The annual report and accounts for the Angus Energy PLC for the period ended 30 September 2022 are enclosed with this letter. They can also be accessed on our website at www.angusenergy.co.uk .

3. Action to be taken

Shareholders holding through nominees/platforms

If you hold shares through a nominee or platform (such as Hargreaves Lansdown, or similar), please send your voting instructions to your nominee or platform. They will aggregate your votes and submit them. Your nominee will be the holder of record on the Company's share register and will therefore need to submit the votes on your behalf. If you submit a form of proxy it is unlikely to be valid and, if it is invalid, your votes will not be counted.

Registered shareholders

If you hold your shares in your own name (rather than through a nominee or platform), you can vote by:

• by logging on to www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of AGM.

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Even if you intend to attend the AGM in person, you are requested to complete and sign the proxy form in accordance with the notes to the Notice of AGM and instructions printed on it and return it to the Company's registrar, Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX by no later than 11:00 a.m. on 29 March 2023.

If you are a CREST member, you may submit your proxy electronically through CREST. Details of how to do so are set out in the notes to the Notice of AGM.

4. Recommendation

The Directors believe that all of the Resolutions to be put to the AGM are in the best interests of the Company and will promote its success for the benefit of the Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully

Patrick Clanwilliam

Chair

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PART II

EXPLANATORY NOTES

1. Report and accounts

The Directors are required to present to the meeting the Directors' reports, the independent auditors' report and the audited financial statements of Angus Energy PLC for the financial period ended 30 September 2022. In accordance with best practice the Company proposes, as an ordinary resolution, Resolution 1 to receive the annual report and audited accounts of the Angus Energy plc for the financial period ended 30 September 2022.

2. Re-appointment of Directors

In accordance with the Company's articles of association, each Director must retire at (i) the first annual general meeting following their appointment (if appointed by the Board) and (ii) the third annual general meeting after the annual general meeting or general meeting at which they were appointed.

Krzysztof Zielicki, Paul Forrest and Richard Herbert were appointed as Directors of the Company by the Board following the Company's last AGM and as such each must retire and seek re-appointment. Resolutions 2 to 4 will be proposed as ordinary resolutions. The Board believes that each Director continues to be vital to the Company's success, makes a positive contribution to the Board and demonstrates the utmost commitment to their role.

Brief biographical details of each of the Directors are set out below:

Richard Herbert, Independent Non-Executive Director

Richard Herbert is a geologist by background and has worked in the exploration and production business for over 42 years. After a long career at BP, he retired as COO Exploration in 2016. Former roles include Executive Vice-President for Technology at TNK-BP in Russia, Vice-President of Exploration for Talisman Energy in Alberta, Canada and most recently, CEO of Canadian independent Frontera Energy Corporation, operating in Latin America.

Krzysztof Zielicki, Independent Non-Executive Director

Krzysztof Zielicki brings over 40 years of experience in the oil and gas industry. He has held leading roles for several Energy Majors, including BP and Rosneft, where he was Vice President for M&A and Strategy. He brings a wealth of technical, commercial and managerial experience as Angus enters the next phase of its growth strategy and has recently been appointed a Non-Executive Director of AIM traded SDX Energy Plc.

Paul Forrest, Non-Executive Director

Paul Forrest brings broad hydrocarbon and financial experience as well as intimate knowledge of the Company's Saltfleetby gas field. Paul Forrest, is the owner and sole director of Forum Energy Services Limited, which sold 100% of Saltfleetby Energy Limited to Angus in May 2022 and which presently has a substantial strategic stake in Angus of approximately 15%.

Paul Forrest has nineteen years' experience in the natural resources sector, including ten years in offshore oil and gas in the Philippines, and more recently seven years UK onshore oil and gas culminating in the acquisition of the Saltfleetby Project in 2019. He is the former financial controller of AIM traded Forum Energy Plc and Celtic Resources Plc.

3. Re-appointment of auditors and remuneration

For each financial period in respect of which auditors are to be appointed, the Company is required to appoint auditors before the end of the general meeting at which the annual reports and accounts for the previous financial period are laid before members. Crowe U.K. LLP has indicated willingness to continue as the

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Company's auditor. Resolutions 5 and 6 are ordinary resolutions to re-appoint them and give the Directors the discretion to determine their remuneration.

4. Directors' authority to allot shares

The Directors currently have authority to allot Ordinary Shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. This authority is due to expire at the conclusion of the AGM.

The Investment Association Share Capital Management Guidelines (IA Guidelines) state that an authority to allot up to two thirds of existing issued share capital should be regarded by shareholders as routine business. The Directors are seeking, by Resolution 7 to renew that authority over Ordinary Shares up to a maximum nominal amount of £4,578,802, representing, in aggregate, two thirds of the Company's issued share capital being 2,289,401,000 Ordinary Shares as at 6 March 2023 (being the latest practicable date prior to publication of this document). In accordance with the IA Guidelines any amount in excess of one third of the Company's issued share capital (being 1,144,700,500 Ordinary Shares) is only to be used in connection with a rights issue to holders of Ordinary Shares proportionate to their holdings of Ordinary Shares, subject to such adjustments the Directors deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems.

If approved by shareholders this authority will expire on 30 June 2024 or, if earlier, at the conclusion of the Company's next annual general meeting. Resolution 7 is an ordinary resolution.

5. Disapplication of statutory pre-emption rights

The Directors currently have the power, in certain circumstances, to allot equity securities for cash other than in accordance with statutory pre-emption rights (which require a company to offer all allotments for cash first to existing shareholders in proportion to their holdings). This power is due to expire at the conclusion of the AGM.

The Directors are seeking, by Resolution 8, to renew this power to apply in circumstances where:

1. the allotment takes place in connection with a rights issue or other pre-emptive offer;
2. the allotment is limited to a maximum nominal amount of £686,820, representing approximately 10% of the nominal value of the issued ordinary share capital of the Company being 343,410,000 Ordinary Shares as at 6 March 2023, being the latest practicable date before publication of this notice; or
3. the allotment is for the purpose of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this notice, up to a maximum of 20% of the relevant original allotment.

The Directors are also seeking, by Resolution 9, to renew this power to apply in circumstances where the allotment is limited to a maximum nominal amount of £686,820, representing approximately 10% of the nominal value of the issued ordinary share capital of the Company being 343,410,000 Ordinary Shares as at 6 March 2023, being the latest practicable date before publication of this notice, and is in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the Pre-Emption Group prior to the date of this Notice of AGM.

If approved by shareholders these powers will expire on 30 June 2024 or, if earlier, at the conclusion of the Company's next annual general meeting. The authorities requested comply with institutional shareholder guidance, in particular the Pre-emption Group's Statement of Principles on disapplying pre-emption rights. Resolutions 8 and 9 are special resolutions.

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