EPE Special Opportunities : 2023 Notice of AGM18 May 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant, bank manager or other independent professional adviser who, if you are in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are not in the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in the Company, you should send this document, but not the accompanying personalised Form of Proxy or Form of Instruction, at once to the purchaser or transferee or to the person through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Annual General Meeting 2023

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Letter from the Chairman

EPE Special Opportunities Limited

(a company incorporated in Bermuda with registered number 53954,

with registered office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda)

Annual General Meeting

1. Introduction

Please find enclosed notice of the forthcoming Annual General Meeting of the Company to be held at 12.00pm on 20 June 2023 at Liberation House, Castle Street, St Helier, Jersey, JE1 2LH.

2. Shareholder Questions

Please note that the Annual General Meeting will be restricted to its formal business only. However, the Board recognises that the Annual General Meeting represents an opportunity to engage with Shareholders and provides a forum that enables Shareholders to ask questions of the Board. In light of this, Shareholders are invited to submit their questions by email to eso@langhamhall.com by 12:00pm on 19 June 2023. Such questions will be considered by the Board, and the Company will respond to any relevant questions that are received.

3. Resolutions: general

The resolutions described below will be proposed at the Annual General Meeting:

1. an ordinary resolution adopting the audited accounts of the Company for the year ended 31 January 2023 (together with the Directors' and Auditor's reports thereon);
2. an ordinary resolution re-appointing PricewaterhouseCoopers CI LLP as Auditors of the Company;
3. an ordinary resolution authorising the Directors to determine PricewaterhouseCoopers CI LLP's remuneration;
4. an ordinary resolution to re-appoint David Pirouet as a Director of the Company; and
5. an ordinary resolution authorising the Company to complete share and debt purchases where the aggregate consideration exceeds 10 per cent. of the mean market capitalisation

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of all of the Company's equitable securities listed on any stock exchange for the 12 months preceding the proposed record date for the proposed purchase.

The quorum for the Annual General Meeting is either two persons entitled to attend and to vote on the business to be transacted, each being a Shareholder or a proxy for a Shareholder or a duly authorised representative of a corporation which is a Shareholder or one person entitled to attend and to vote on the business to be transacted, being a Shareholder holding not less than one-tenth of the nominal issued share capital of the Company to which the voting rights are attached and being present in person (or, being a corporation, by representative) or by proxy. On a show of hands, each holder who is present in person or (being a corporation) by a duly authorised representative has one vote. On a poll, each holder who is present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for every Ordinary Share held. In order to be passed, the ordinary resolutions must be passed by a majority of not less than half of such Shareholders as, being entitled so to do, vote in person (or, being a corporation, by representative) or by proxy at the Annual General Meeting.

The Company Board, pursuant to the Company's bye-laws, specifies that only those members registered in the register of members of the Company as at 12:00pm on 16 June 2023 (or in the event that the meeting is adjourned, on the register of members not later than 12:00pm two business days prior to the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the ordinary shares registered in their name at that time. Changes to entries on the register of members of the Company after 12:00pm on 16 June 2023 (or, in the event that the meeting is adjourned, on the register of members later than 12:00pm two business days prior to the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.

4. Action to be taken in respect of the Annual General Meeting

Shareholders will find enclosed with this document a personalised Form of Proxy or Form of Instruction for use in connection with the Annual General Meeting. Submission of the Form of Proxy or Form of Instruction (as appropriate) will enable your vote to be counted at the Annual General Meeting in the event of your absence.

Shareholders are requested to complete and return the Form of Proxy or Form of Instruction accompanying this document for use at the Annual General Meeting. To be valid, Forms of Proxy and Forms of Instruction must be completed and returned in accordance with the instructions printed thereon as soon as possible and in any event so as to be received by the Company's registrars no later than 12:00pm on 16 June 2023 or 12:00pm on 15 June 2023, respectively. The Form of Proxy and Form of Instruction can be returned by delivery to the offices of the Company's registrars, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, online at www.investorcentre.co.uk/eproxy, at the email address: externalproxyqueries@computershare.co.uk, or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of Annual General Meeting and the CREST Manual on the Euroclear website (www.euroclear.com). Completion and return of a Form of Proxy or a Form of Instruction (as appropriate) will not preclude a Shareholder from attending and voting at the Annual General Meeting should they choose to do so, subject to the restrictions on attendance set out above. Further instructions relating to the Form of Proxy and the Form of Instruction are set out in the Notice of Annual General Meeting and the Form of Proxy and Form of Instruction (as appropriate).

5. Recommendation

The Directors consider the proposals contained in this document to be fair and reasonable insofar as the Shareholders are concerned and in the best interests of the Company and, accordingly, unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting.

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My fellow Directors and I intend to exercise our voting rights in favour of the resolutions in respect of our shareholdings in the Company totalling 309,041 Ordinary Shares representing approximately 1.0 per cent of the Company's existing issued ordinary share capital.

Yours faithfully

Clive Spears

Chairman

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Notice of Annual General Meeting

EPE Special Opportunities Limited

(a company incorporated in Bermuda with registered number 53954,

with registered office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda)

Business Address:

Liberation House

Castle Street

St Helier

Jersey

JE1 2LH

Notice is hereby given that the Annual General Meeting of EPE Special Opportunities Limited (the "Company") will be held at Liberation House, Castle Street, St Helier, Jersey, JE1 2LH on 20 June 2023 at 12.00pm for the following purposes:

ORDINARY BUSINESS

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

Resolution 1 To receive and adopt the audited accounts of the Company for the year ended 31 January 2023, together with the Directors' and Auditors' reports thereon

Resolution 2 To re-appoint PricewaterhouseCoopers CI LLP as Auditors to the Company Resolution 3 To authorise the Directors to determine the Auditors' remuneration Resolution 4 To re-appoint David Pirouet as a Director of the Company

Resolution 5 To authorise the Company to complete share and debt purchases where the aggregate consideration exceeds 10 per cent. of the mean market capitalisation of all of the Company's equitable securities listed on any stock exchange for the 12 months preceding the proposed record date for the proposed purchase

By order of the Board

Langham Hall Fund Management (Jersey) Limited

Company Administrator

18 May 2023

NOTES:

Shareholders

1. A shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend and to speak and vote at the Annual General Meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not also be a shareholder of the Company.

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