Angus Energy : Notice of AGM

Letter from the Chairman

Angus Energy plc

(Incorporated in England & Wales with registered number 09616076)

Registered office: Building 3 Chiswick Park

566 Chiswick High Street

London W4 5YA

England

20 December 2021

Dear Shareholder

General Meeting

On 3 December 2021 the Company announced that it had completed an equity fundraise to raise £750,000 before expenses (Placing), through the issue of 115,384,611 ordinary shares of £0.002 each in the capital of the Company (Ordinary Shares) at a price of £0.0065 per share. The Placing used up most of the authority given to the Directors to issue Ordinary Shares, which was approved by Shareholders at the March 2021 annual general meeting.

Accordingly, the Company is now convening the GM to table resolutions to authorise the Directors to allot further Ordinary Shares and to disapply statutory pre-emption rights in respect of allotment up to a certain amount. This will give the Directors flexibility to allot further Ordinary Shares in the future (whether to maintain covenants of the Saltfleetby Debt Facility or in the context of the prospective Saltfleetby Equipment Procurement or more generally) should they consider it to be in the best interests of the Company to do so.

The GM will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Thursday 13 January 2022 at 11.00 a.m. The formal notice of the meeting is set out on page 5 of this document and contains the proposed resolutions to be considered and voted on at the meeting.

Details of the proposed resolutions are set out in the section entitled "Explanatory notes to the business of the GM" on page 4.

Attendance at the GM

Our preference had been to welcome shareholders in person to the GM, particularly given the constraints faced in 2020 and much of 2021 due to the Covid-19 pandemic. However, the Board has considered carefully what arrangements should be made for the GM in light of the current Covid-19 legislation and public health guidance issued by the UK Government and the spread of the Omicron variant of Covid-19. At the time of publication of this Notice, it was not possible for the Board to predict with certainty what, if any, Government restrictions on public meetings would be in place on the date scheduled for the GM. The Board believes that, notwithstanding the fact that, at the time of the publication of this Notice, shareholder meetings are allowed to be held in person, a cautious approach to situations that appear to carry a higher Covid-19 transmission risk (particularly indoor events) will remain necessary for some time to come. Accordingly, although the Company will hold the GM at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG, shareholders and corporate representatives are strongly encouraged not to attend the GM in person but instead be represented by the Chair of the GM acting as their proxy. Further details regarding how to vote by proxy are set out below.

At the GM, the Company will conduct the necessary GM business, principally putting the resolutions to shareholders and calling a poll. For safety reasons, a bare minimum of Directors

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and staff will attend so as to ensure that the meeting is quorate. There will be no presentations on the Company's business and no refreshments will be available.

Voting at the GM

We strongly encourage all shareholders to exercise their vote by appointing the Chair of the Meeting (rather than a named individual) as their proxy and providing voting instructions in advance of the GM, in accordance with the instructions explained in the Notes attached to the Notice of GM which appear on pages 7 and 8 of this document.

All Resolutions will be decided on a poll to be called by the Chair of the Meeting. This reflects current best practice and ensures that shareholders who have appointed the Chair of the Meeting as their proxy have their votes fully taken into account. The results will be published on the Company's website and will be released to the London Stock Exchange as soon as practicable following the conclusion of the Meeting.

Action to be taken

We therefore strongly encourage that you 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 Molex House, Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, or via email to voting@shareregistrars.uk.com; 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 11 January 2022.

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 General Meeting.

You are requested (whether or not you intend to be present at the GM) to appoint a proxy. For the reasons set out above, you are strongly encouraged not to attend the GM, but the appointment of a proxy will not prevent you from attending, speaking and voting in person at the GM, should you wish to do so.

Recommendation

Explanatory notes in relation to each of the proposed resolutions to be considered and voted on at the GM are set out on page 4 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 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 GM

1. 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 1, to grant a new authority over ordinary shares up to a maximum nominal value of £1,748,939 (one million seven hundred and forty eight thousand nine hundred and thirty nine pounds), being 874,469,500 Ordinary Shares representing approximately 80% of the Company's issued share capital as at 17 December 2021 (being the latest practicable date prior to publication of this document).
   If approved by shareholders this authority will expire on 30 November 2022 or, if earlier, at the conclusion of the Company's 2022 annual general meeting.
2. 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 2, to grant a new power to apply to the grant equity securities in circumstances where:
3. 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 £1,093,086 (one million and ninety three thousand and eighty six pounds), being 546,543,000 Ordinary Shares representing approximately 50% of the nominal value of the issued ordinary share capital of the Company as at 17 December 2021 (being the latest practicable date prior to publication of this document).

If approved by shareholders this power will expire on 30 November 2022 or, if earlier, at the conclusion of the Company's 2022 annual general meeting.

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ANGUS ENERGY PLC

(incorporated in England and Wales with company number 09616076)

Notice of General Meeting

Notice is given that a general meeting of the members of Angus Energy plc will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Thursday 13 January 2022 at 11.00 a.m. to consider, and if thought fit, pass the following resolutions of which resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution.

1. Directors' authority to allot shares
   That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (Act) to issue and allot ordinary shares of £0.002 each in the share capital of the Company (Ordinary Shares) or grant rights to subscribe for or to convert any security into Ordinary Shares (Rights) (such Ordinary Shares and Rights being Relevant Securities) up to an aggregate nominal amount of £1,748,939 (one million seven hundred and forty eight thousand nine hundred and thirty nine pounds), provided that this authority will, unless previously renewed, varied or revoked, expire on 30 November 2022 or, if earlier, at the conclusion of Company's 2022 annual general meeting, except that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or granted after such expiry and the Directors may allot or grant Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
   This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot or grant Relevant Securities, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
2. Dis-applicationof statutory pre-emption rights
   That, subject to and conditional on the passing of Resolution 1 (Directors' authority to allot shares), the Directors be given the general power pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority conferred by resolution 1 (Directors' authority to allot shares) or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that the power conferred by this resolution is limited to:
   2.1 the allotment of equity securities or sale of treasury shares in connection with an offer of equity securities:
3. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to any limits, restrictions or arrangements which the Directors consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

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