2021 Notice of Annual General Meeting

Notice of Annual General Meeting

IMPORTANT INFORMATION

Copies of the Annual Report and Financial Statements and Notice of Annual General Meeting will be posted to the Group's shareholders on 28 October 2021 and will be made available, along with this announcement, to view from that date on the Group's website at www.appliedgraphenematerials.com. Copies may be obtained from the Company Secretary at the registered office of the Company.

The Chairman of the Meeting will propose that each resolution, as set out in the Notice of Meeting, is voted on via a poll. This means that each shareholder present in person or by proxy will have one vote for each share held.

The Company's Annual General Meeting plays an important role in providing an opportunity for the Company's Directors to engage with shareholders. The Company will continue to monitor developments relating to the ongoing COVID-19 pandemic.

If a situation should arise which necessitates that the arrangements for the Meeting be altered, shareholders will be notified promptly via an RNS announcement and the Company's website.

As a result of the ongoing COVID-19 pandemic, the Board of the Company would ask that you do not attend the Meeting in person if you have symptoms that may be caused by COVID-19; if you are waiting for the results of a COVID-19 test; if you have received a positive COVID-19 test result; or if you live with someone with COVID-19 symptoms, or with someone who has tested positive for COVID-19.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 2021 Annual General Meeting of the Company will be held at The Wilton Centre, Wilton, Redcar, Cleveland TS10 4RF on 7 December 2021 at 11am for the purposes set out below. You will be asked to consider and, if thought fit, to pass the resolutions below.

Any shareholder intending to attend the Annual General Meeting is advised to arrive early and well before 11am, in order to allow time to pass through The Wilton Centre's security and admission procedures.

Resolutions 11 to 13 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. To receive the audited Annual Report and Accounts of the Company for the financial year ended 31 July 2021 together with the Directors' report and the Auditor's report.
2. To approve the remuneration policy report contained in the Directors' remuneration report for the year ended 31 July 2021.
3. To re-elect David Blain as a Director of the Company.
4. To re-elect Sean Christie as a Director of the Company.
5. To re-elect Karl Coleman as a Director of the Company.
6. To re-elect Bryan Dobson as a Director of the Company.
7. To re-elect Adrian Potts as a Director of the Company.
8. To re-appoint RSM UK Audit LLP as auditors of the Company to hold office from the conclusion of the Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.
9. To authorise the Directors to determine the remuneration of the auditors of the Company.
10. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company as follows:
11. 1. up to an aggregate nominal amount of £428,918; and
    2. comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal aggregate amount of £857,888.73 (including within such amount any allotments or grants made under paragraph (a) above) in connection with or pursuant to an offer by way of a rights issue as follows:
    3. 1. to holders of ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
       2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.

The authorities granted by this resolution shall (unless previously varied as to duration, revoked or extended by the Company in general meeting) expire at the end of the next Annual General Meeting of the Company to be held in 2022 or, if earlier, at the close of business on the date falling 15 months after the passing of this Resolution 10, save that the Company may at any time before such expiry make offers or agreements which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after this authority expires and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if this authority had not expired.

These authorities are in substitution for all existing authorities under Section 551 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Special resolutions

To consider and, if thought fit, pass the following resolutions, which will be proposed as special resolutions:

11 That, subject to the passing of Resolution 10 above, but without prejudice to the exercise of any such power prior to the date of the passing of this Resolution 12, the Directors be generally empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (as defined in Section 560 of the Act) of the Company for cash pursuant to the authority conferred by Resolution 10 and/or to sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to such allotment or sale, provided that such authority shall be limited to:

1. the allotment of equity securities in connection with or pursuant to an offer of, or invitation to acquire, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 10, by way of a rights issue only):
2. 1. to holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale; and

Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Special resolutions continued

11 Continued

1. to holders of other equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever; and

1. the allotment of equity securities for cash and/or the sale of treasury shares in the case of the authority granted under paragraph (a) of Resolution 10 and/or in the case of any sale of treasury shares (and otherwise than under paragraph (a) of this Resolution 11) up to an aggregate nominal value equal to £64,338.44.

This authority shall (unless previously varied as to duration, revoked or extended by the Company in general meeting) expire at the end of the next Annual General Meeting of the Company to be held in 2022 or, if earlier, at the close of business on the date falling 15 months after the passing of this Resolution 11, save that the Company may at any time before such expiry make offers or agreements which would or might require equity securities to be allotted, or treasury shares to be sold, after this authority expires and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if this authority had not expired.

12 That, subject to the passing of Resolutions 10 and 11 above, the Directors be authorised in addition to any authority granted under Resolution 11 to allot equity securities (as defined in Section 560 of the Act) of the Company for cash under the authority conferred by Resolution 11 and/or to sell ordinary shares held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to such allotment or sale, provided that such authority shall be limited to:

1. the allotment of equity securities or the sale of treasury shares up to an aggregate nominal value equal to £64,338.44; and
2. used only for the purpose of 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.

This authority shall (unless previously varied as to duration, revoked or extended by the Company in general meeting) expire at the end of the next Annual General Meeting of the Company to be held in 2022 or, if earlier, at the close of business on the date falling

15 months after the passing of this Resolution 12, save that the Company may at any time before such expiry make offers or agreements which would or might require equity securities to be allotted, or treasury shares to be sold, after this authority expires and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if this authority had not expired.

13 That the Company be and it is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of £0.02 each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the number of such ordinary shares hereby authorised to be purchased by the Company shall not exceed 6,433,843;
2. the minimum price (exclusive of expenses) which may be paid for any ordinary share shall be £0.02, being the nominal value of each ordinary share;
3. the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:
4. 1. 105% of the average market value of an ordinary share in the Company as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

This authority shall (unless previously varied as to duration, revoked or extended by the Company in general meeting) expire at the end of the next Annual General Meeting of the Company to be held in 2022 or, if earlier, at the close of business on the date falling 15 months after the passing of this Resolution 13, save that the Company may, before the expiry of the authority granted by this Resolution 13, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

By order of the Board