Angus Energy : Notice of AGM 2022 and Proxy Form

Letter from the Chairman

Angus Energy plc Building 3 Chiswick Park 566 Chiswick High Street London W4 5YA England

11 March 2022

Dear Shareholder

Annual General Meeting

I am pleased to report that the Company's annual general meeting will be held on 5 April 2022 at

11.00 a.m at the offices of Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG. The formal notice of the meeting is set out on page 6 of this document and contains the proposed resolutions to be considered and voted on at the meeting.

You will have already received a copy of the annual report and accounts for the year ended 30 September 2021 which are the subject of the first proposed resolution. They can also be accessed from the "Financial Reporting" page of our website (http://www.angusenergy.co.uk/media/reports/).

The AGM is an opportunity for all shareholders to meet and speak with the Company's board of directors (Board). I and my fellow directors look forward to seeing as many of you as possible at the AGM. Shareholders will have the opportunity to ask questions following the completion of the formal business of the meeting as set out in the notice of the AGM and, of course, questions related to the resolutions to be put to the meeting are welcome during the conduct of the formal business.

Action to be taken

If you are unable to attend the AGM, you can still vote on the proposed resolutions by appointing a proxy to attend, speak and vote on your behalf. To appoint a proxy:

1. you can complete the enclosed proxy appointment form, in accordance with the instructions printed on it, and return it (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to our registrar, Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX; or
2. if you hold your shares in CREST, you can alternatively submit an electronic proxy appointment instruction to our Share Registrars Limited (CREST participant number 7RA36) through the CREST system in accordance with the CREST Manual.

In either case, the proxy appointment form should be returned, or the electronic proxy appointment instruction transmitted, as soon as possible and in any event so as to be received by Share Registrars Limited by 11.00 a.m. on 1 April 2022.

You are requested (whether or not you intend to be present at the AGM) to appoint a proxy. Appointment of a proxy will not prevent you from attending, speaking and voting in person at the AGM, should you wish to do so.

Further details about how you may submit a proxy form (either electronically or in hard copy form) are set out in the Notes to the Notice of Annual General Meeting.

Recommendation

Explanatory notes in relation to each of the proposed resolutions to be considered and voted on at the AGM are set out on pages 4 and 5 of this document. The Board considers that each of these resolutions is in the best interests of the Company for the benefit of its shareholders as a whole. Accordingly, each member of the Board who holds shares in the Company intends to vote

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in favour of each resolution in respect of their own beneficial holdings. The directors unanimously strongly recommend that shareholders vote in favour of all the proposed resolutions.

Yours sincerely

Patrick Clanwilliam

Chairman

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Explanatory notes to the business of the AGM

1. Report and accounts
   The Companies Act 2006 requires the directors of a public company to lay before the shareholders in general meeting copies of the directors' reports, the independent auditors' report and the audited financial statements of the Company in respect of each financial year. In accordance with best practice the Company proposes, as an ordinary resolution, a resolution to receive its annual report and audited accounts for the year ended 30 September 2021.
2. Re-appointmentof directors
   In accordance with the Company's articles of association, each director must retire at the third annual general meeting after the annual general meeting or general meeting at which he was appointed.
   Accordingly, each of Managing Director George Lucan, Non-executive Director and Chairman Patrick James Meade, Finance Director Carlos Fernandes and Technical Director Andrew Hollis (each of whom was last appointed at the annual general meeting in March 2019) will retire and seek re-appointment at this annual general meeting.
   Resolutions 2 - 5 will be proposed as ordinary resolutions. The board believes that each of these directors is vital to the Company's success.
   Brief biographical details of each director are set out below:
   George Lucan, Managing Director, is an experienced finance professional with over thirty years' behind him in debt and equity markets. After graduating from Cambridge University, he began his career at Dresdner Kleinwort Benson where he spent 10 years, mainly within the Structured Finance team, and continued in alternative fund management, most recently with Rudolf Wolff Limited. He brings, in addition, private equity experience in the fields of energy and alternative energy.
   As an Arabic speaker and accredited Islamic finance specialist with extensive knowledge of the Middle East, George brings other contacts and opportunities to the Company in the energy sphere.
   Patrick Clanwilliam, Non-executive Chairman, was previously the Chair of Eurasia Drilling Company Limited (EDCL;LI) the largest drilling and work-over company in Eurasia. He is also a former non-executive director of SOMA Oil & Gas, a private UK exploration company, and OJSC Polyus Gold (OPYGY), the largest Russian gold mining company by market share. Paddy has over forty years of experience in corporate communications and resource extraction in the MENA and FSU regions. He is presently non-executive director of FTSE100 listed NMC Healthcare PLC (NMC.L).
   Carlos Fernandes, Finance Director, has been part of the Angus team since 2013 and has seen the Company's transition from private to public. Prior to his appointment as Finance Director he was the Chief Financial Officer of the group. He has over 14 years' commercial experience working in the Mining and Oil & Gas industries. He has held accounting and finance roles at both corporate and project level also covering corporate governance and compliance. He has been involved in the identification and successful application of exploration targets, mergers and acquisitions, and the running of development and production programs.
   Andrew Hollis, Technical Director, has over 40 years' experience in all technical aspects of oil and gas, exploration and production. After 25 years in petroleum and reservoir engineering for British Gas, he became an independent consultant specialising in Russia, the FSU and Eastern Europe and also provided specialist reserves determination skills to

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Gaffney Cline and Associates. As General Manager of various Russian joint ventures he has had experience of running small oil companies. He brings a wide range of experience including geology, petroleum engineering, field operations of all types, drilling, reservoir operations and reserves determination. Andrew graduated in Geology from London University and is a Fellow of the Geological Society and member of the Society of Petroleum Engineers.

1. Re-appointmentof auditors and remuneration
   For each financial year 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 year are laid before members. Crowe U.K. LLP has indicated willingness to continue as the Company's auditor. Resolutions 6 and 7 are ordinary resolutions to re-appoint them and give the directors the discretion to determine their remuneration.
2. Directors' authority to allot shares
   The directors currently have limited authority to allot ordinary shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. The Board is seeking, by resolution 8, to grant a new authority over ordinary shares up to a maximum nominal value of £2,091,660 (two million and ninety one thousand six hundred and sixty pounds), representing approximately 82.47% of the Company's issued share capital as at 10 March 2022 (being the latest practicable date prior to publication of this document).
   If approved by shareholders this authority will expire on 30 June 2023 or, if earlier, at the conclusion of the Company's next annual general meeting.
3. Dis-applicationof statutory pre-emption rights
   The directors currently have limited 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). The Board is seeking, by resolution 9, to grant a new power to allot equity securities in circumstances where:
4. 1. the allotment takes place in connection with a rights issue or other pre-emptive offer; or
   2. the allotment is limited to a maximum nominal amount of £1,307,287 (one million three hundred and seven thousand and two hundred and eighty seven pounds), representing approximately 51.55% of the nominal value of the issued ordinary share capital of the Company as at 10 March 2022 (being the latest practicable date prior to publication of this document).

If approved by shareholders this power will expire on 30 June 2023 or, if earlier, at the conclusion of the Company's next annual general meeting.

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