Aggregated Micro Power : AMP Notice of AGM Circular 31-07-2017

(Registered in England and Wales with no. 8372177)

Notice of the Annual General Meeting of Aggregated Micro Power Holdings plc (the "Company") to be held at 5 Clifford Street, London W1S 2LG on 19 September 2017 at 10.00 a.m. is set out in Part II of this document and the recommendation of the Directors is set out on page 6.

A Form of Proxy for use at the Meeting is enclosed. However, a proxy may also be appointed for CREST members, by using the CREST electronic proxy appointment service. To be valid, any instrument appointing a proxy must be received by Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon as possible but in any event so as to arrive no later than 10.00 a.m. on 15 September 2017.

(Registered in England and Wales with no. 8372177)

Directors Registered Office

Mr Neil Eckert (Executive Chairman) 5 Clifford Street Mr Richard Burrell (Chief Executive Officer) London

Mr Mark Tarry (Chief Financial Officer) W1S 2LG

Sir Laurence Magnus*

The RT Hon Sir Nicholas Soames* Sir Brian Williamson*

Robert Bland*

* non-executive Directors

31 July 2017

To holders of ordinary shares of 0.5p each in the Company and, for information only, holders of Loan Notes

This letter gives details of the business to be transacted at the Annual General Meeting of the Company.

The Annual General Meeting of the Company is to be held on 19 September 2017 at 10.00 a.m. Notice of the Annual General Meeting (the "Notice") is given on page 7.

Resolutions 1 to 12 (inclusive) set out in the Notice will be proposed as Ordinary Resolutions and Resolutions 13 to 15 (inclusive) will be proposed as Special Resolutions. Further explanation in relation to Resolutions 4 to 15 is set out below.

All of the Directors are required to offer themselves up for election or re-election at this Annual General Meeting in accordance with the Company's Articles of Association.

Brief biographies of the Directors are set out below:

Mr Eckert was the co-founder and Chief Executive Officer of Climate Exchange plc until the sale of the company to InterContinental Exchange in July 2010 for approximately £400 million. Climate Exchange plc owned the Chicago Climate Exchange and the European Climate Exchange which traded in excess of 80 per cent. of tradable carbon credits in the EU.

Neil founded Brit Insurance Limited in 1995 and remained its CEO until March 2005. He then served as a non-executive director of the company from April 2005 until May 2008.

Neil has interests in various property companies and Boutique Modern Limited, a low carbon modular building company. Neil is a Non-Executive Director of Ebix, a U.S. NASDAQ listed Insurance Exchange and Software House and of ItzCash, an Indian FinTech Company. Neil is also Chairman of Augsburg Re, a European Reinsurance MGA.

Mr Burrell began working with AMP in June 2012 when AMP started working with Mathieson Capital. Mr Burrell founded Mathieson Capital in 2010, in order to invest in renewable energy and related businesses. Mathieson Capital established Mathieson Biomass in 2011 to establish a pipeline of biomass boiler and CHP ESCO opportunities.

In 2002, Mr Burrell founded the London listed, Westbury Property Fund (now Stobart Group) and was Chairman of its investment committee from 2002 until August 2007. The fund became a top quartile performing commercial property investment fund with total assets exceeding £250m. In August 2007 he led a series of transactions which transformed the Company into a multi-modal transport and logistics business. The transactions included the merger of Westbury with the Eddie Stobart Group and the disposal of Westbury's commercial property portfolio.

In 2003, he launched the Medical Property Investment Fund (now Assura Group) and served as its Chief Executive between 2003 and March 2010. The fund was initially listed on the London Stock Exchange with a market capitalisation of £136m. The market capitalisation of Assura Group today is

£940m and the company is the largest owner of GP surgeries with gross assets significantly in excess of £1 billion.

Prior to this, Mr Burrell worked in investment banking at UBS and ING.

He is also a Director of FirstCare Limited and Chairman of Brickendon Consulting Limited.

Mr Tarry joined AMP in 2011 to originate and develop project opportunities before taking on the role of CFO in May 2014 and Head of Projects in April 2016. Prior to AMP, Mr Tarry worked at Canopy Capital and at Barclays Capital where he focused on fixed income transactions.

Mr Tarry has an MSc (Distinction) in Environmental Technology from Imperial College London and a BSc in Economics from University College London.

Sir Laurence Magnus is Deputy Chairman (Europe) of Evercore Partners Inc, the U.S. listed corporate finance advisory business. He has over 35 years' of investment banking experience, successively with Samuel Montagu (later HSBC Investment Bank), Phoenix Securities, Donaldson Lufkin & Jenrette, Credit Suisse First Boston and Lexicon Partners, (latterly as Chairman prior to its merger with Evercore in 2011).

Sir Laurence Magnus is Chairman of the JP Morgan Income & Capital Trust plc, Pantheon International plc. He is a Non-Executive Director of Fidelity Japanese Values plc.

In the not-for-profit sector, he is Chairman of Historic England (formerly English Heritage) and was previously Deputy Chairman of The National Trust and an elected member of its Council. He is also Chairman of Windsor Leadership and a Trustee of English Heritage Trust and the Allchurches Trust.

Sir Nicholas Soames has been a Conservative Member of Parliament since 1983. He was an Agriculture Minister and subsequently Minister of State for the Armed Forces from 1994 to 1997. He served as Shadow Secretary of State for Defence and as a member of the Shadow Cabinet in Opposition.

He is President of the Conservative Middle East Council.

The Rt Hon. Sir Nicholas Soames is a Senior Adviser to Marsh Ltd; is on the International Advisory Board of GardaWorld and is a Trustee of the Amber Foundation.

Sir Brian Williamson is a former Director of HSBC Holdings plc, NYSE Euronext and Chairman of Gerrard Group plc.

Amongst numerous other roles, Sir Brian was Chairman of the London International Financial Futures

& Options Exchange; Chairman of Electra Private Equity Plc; Chairman of Resolution Plc; Chairman of the Advisory Board of the Armed Forces Common Investment Fund; Chairman of Waverton Investment Trust Plc and a Director of Climate Exchange Plc. He was also a Member of the Court of the Bank of Ireland; a Director of the Financial Services Authority and a member of the International Advisory Board of Nasdaq and Governor-At-Large of the National Association of Securities Dealers. Sir Brian was also a Trustee of the Winston Churchill Memorial Trust.

Sir Brian is Chairman of MT Fund Management; a Director of Politeia and is on the Finance Advisory Board of the College of Windsor Castle.

Robert Bland DL has been a director of Midlands Wood Fuel Limited, a profitable premium grade wood fuels supplier acquired by AMP in August 2016. He is Chairman of both Oakley's Ltd and Oakley's Fuel Oils Ltd, two companies specialising in the distribution of professional ground care and garden machinery and of heating oils and automotive fuels respectively and trading across the West Midlands and mid Wales.

Mr Bland was instrumental in the formation of The Wood Heat Association, a UK trade association for businesses active in the wood heat industry which was launched as a subsidiary of the Renewable Energy Association in 2014.

Resolution 11.1 asks shareholders to grant the Directors authority under section 551 of the Companies Act 2006 (the "Act") to allot shares or grant such subscription or conversion rights as are contemplated by sections 551(1)(a) and (b) respectively of the Act up to a maximum aggregate nominal value of £63,017.37, being approximately one third of the nominal value of the issued ordinary share capital of the Company as at 31 July 2017.

The guidance of the Investment Association provides that in addition to Resolution 11.1, the Investment Association regards as routine Resolution 11.2 which grants the Directors authority to allot up to a further one third of the nominal value of the issued ordinary share capital of the Company as at 31 July 2017 (being £63,017.37) for use only in connection with a fully pre-emptive rights issue. If the Directors were to use this additional authority, then all of the Directors would submit themselves for re-election at the following annual general meeting.

The authority under Resolution 11 will expire at the earlier of (i) the end of the next annual general meeting of the Company and (ii) the date which is eighteen months after the date on which this resolution is passed. The Company is proposing the resolution to give the Directors flexibility, however there are no current plans to allot shares except in connection with the Company's employee share schemes.

As at 31 July 2017, the Company held no treasury shares.

Resolution 12 is to approve the amendment and the extension of the Aggregated Micro Power Holdings plc Enterprise Management Incentive Plan. The passing of this resolution would allow the Company to grant share options to non-executive directors and other providers of services to the Company.