Oracle Power : Circular for Capital Reorganisation and adoption of New Articles vF CL

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER, IMMEDIATELY.

Application is being made to the London Stock Exchange for the New Ordinary Shares and the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange.

If you have sold or otherwise transferred all your Existing Ordinary Shares in Oracle Power plc ("Oracle"), please forward this Document and the enclosed Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold only part of your holding, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately. Such documents should not however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

ORACLE POWER PLC

(Incorporated and registered in England and Wales with registered No. 05867160)

Proposed Capital Reorganisation, Placing

and

Notice of General Meeting

A letter from the Chairman of Oracle is set out on pages 7 to 11 of this Document which includes a recommendation of the Directors on page 10.

Notice of the General Meeting of Oracle to be held at 11.00 a.m. on 23 October 2023 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD, is set out on pages 12 to 15 of this Document. Whether or not you plan to attend the General Meeting, please complete the enclosed Form of Proxy. To be valid, the accompanying Form of Proxy for use at the General Meeting should be completed, signed and returned in accordance with the instructions printed on it so as to reach the Company's registrar, Neville Registrars Limited, as soon as possible and, in any event, no later than 11.00 a.m. on 19 October 2023.

The completion and return of a Form of Proxy will not prevent you from attending, speaking and voting at the General Meeting in person should you wish to do so. As an alternative to completing the hardcopy proxy form, shareholders can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk and by completing the authentication requirements including use of your personal proxy registration code as shown on the lower right of your proxy form. For an electronic proxy appointment to be valid, Neville Registrars Limited must receive your appointment no later than 11.00 a.m. on 19 October 2023.

Copies of this Document, which is dated 5 October 2023, will be available free of charge to the public during normal working hours on any weekday (except public holidays) from the registered office of the Company at Tennyson House, Cambridge Business Park, Cambridge CB4 0WZ.

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No person should construe the contents of this Document as legal, tax or financial advice and recipients of this Document should consult their own advisers on the matter described in this document.

CONTENTS

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. References to times in this Document are to London time (unless otherwise stated).
2. The times and/or dates set out in the timetable above may be subject to change.
3. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

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STATISTICS RELATING TO THE CAPITAL REORGANISATION AND PLACING

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NOTES:

1. All references in this Document to "£" or "pence" are to the lawful currency of the UK.
2. All references to legislation in this Document are to English legislation unless the contrary is indicated.

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LETTER FROM THE CHAIRMAN OF ORACLE POWER PLC

Dear Shareholder

Proposed Capital Reorganisation, Placing and Notice of General Meeting

1 INTRODUCTION

The Company announced on 4 October 2023 a placing to raise gross proceeds of £350,000 by way of issuing 1,000,000,000 New Ordinary Shares in the capital of the Company at an issue price of 0.035p per New Ordinary Share (the "Issue Price") ("Placing Shares"). The Placing is conditional, inter alia, on the Capital Reorganisation being approved by Shareholders and admission of the New Ordinary Shares and the Placing Shares to trading on AIM.

The net proceeds of the Placing will be primarily used to support the advancement of the Company's green hydrogen project (the "Project") through the joint venture with His Highness Sheikh Ahmed Dalmook Al Maktoum (through his wholly owned company, Kaheel Energy Limited). As stated in the announcement of 4 October 2023, the Placing is conditional on the passing of certain resolutions requiring the convening of a general meeting, as further described below.

The Company's Shares have been trading on AIM at below the current nominal value of the Existing Ordinary Shares (0.1 pence). The Act prohibits a company from issuing shares at a discount to the nominal or par value of its shares. Therefore, in order to ensure that the Company can carry out the Placing, it is necessary to reduce the nominal value of the Company's Existing Ordinary Shares.

The Directors therefore propose to effect a Capital Reorganisation on the following basis:

• each of the Existing Ordinary Shares of 0.1 pence each will be subdivided into and reclassified as one New Ordinary Share of 0.001 pence each and one Deferred Share of 0.099 pence each;

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• each New Ordinary Share is an ordinary share in the capital of the Company with a nominal value of 0.001 pence each and having identical rights to the Existing Ordinary Shares;
• each Deferred Share is a deferred share in the capital of the Company with a nominal value of 0.099 pence each and having those rights set out in the Articles as to be amended; and
• an amendment of the Articles to set out the rights attaching to the Deferred Shares.

This is a technical change only, and does not affect the rights of any holder of Existing Ordinary Shares. Following the Capital Reorganisation becoming effective, the New Ordinary Shares will have the same ISIN, SEDOL code and number of total voting rights as the Existing Ordinary Shares.

The Capital Reorganisation is subject to Shareholders' approval at the General Meeting, notice of which is set out at the end of this Document.

The purpose of this Document is to provide Shareholders with details of the Placing and Capital Reorganisation and to explain why the Directors are recommending Shareholders to vote in favour of the Capital Reorganisation at the General Meeting.

2 PROPOSED CAPITAL REORGANISATION

The Capital Reorganisation requires the passing of the resolutions in relation to the Capital Reorganisation, being Resolutions 1 and 2, at the General Meeting, which is to be held at

11.00 a.m. on 23 October 2023. If the Resolutions are passed, the Capital Reorganisation will become effective immediately following the close of business on that date.

It is proposed that each Existing Ordinary Share of 0.1 pence in the capital of the Company be subdivided into one New Ordinary Share of 0.001 pence and one Deferred Share of 0.099 pence each.

For purely illustrative purposes, examples of the effects of the proposed Capital Reorganisation (should it be approved by Shareholders) are set out below:

The issued share capital of the Company immediately following completion of the Capital Reorganisation (assuming no issue of Shares, including any exercise of options or other convertible instruments between the date of this document and the close of business on 23 October 2023) will comprise 3,735,415,387 New Ordinary Shares and 3,735,415,387 Deferred Shares.

The New Ordinary Shares created upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.

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3 THE PLACING AND ADMISSION

The Company announced on 4 October 2023 a placing to raise gross proceeds of £350,000 by way of issuing 1,000,000,000 Placing Shares at the Issue Price. Pursuant to the Placing, placees will receive one warrant for every two Placing Shares subscribed for, exercisable at a price of 0.07 pence per ordinary share, for a period of two years from the date of the Placing. The Placing is conditional, inter alia, on the Capital Reorganisation being approved by Shareholders and admission of the New Ordinary Shares and the Placing Shares to trading on AIM.

The Placing is necessary to provide funds to support the advancement of the Project through the joint venture with His Highness Sheikh Ahmed Dalmook Al Maktoum (through his wholly owned company, Kaheel Energy Limited) in the short to medium term.

The Placing has been carried out by CMC Capital Markets ("CMC") and the Company has entered into a placing agreement with CMC dated 3 October 2023 pursuant to which CMC, as agent to the Company, has procured placees for the Placing Shares at the Placing Price. CMC will receive 80 million warrants over New Ordinary Shares, exercisable at the Placing Price for a period of two years from the date of the Placing.

Application will be made for the New Ordinary Shares and the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective in respect of the New Ordinary Shares at 8.00 a.m. on or around 24 October 2023, and that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 27 October 2023. Following Admission of both the New Ordinary Shares and the Placing Shares, the Company's voting share capital will comprise 4,735,415,387 New Ordinary Shares.

4 AMENDMENT TO ARTICLES

The proposed Capital Reorganisation necessitates certain alterations to the Articles. These changes are proposed as Resolution 2 in order to include the rights and restrictions attaching to the Deferred Shares.

5 RIGHTS ATTACHING TO NEW ORDINARY SHARES AND THE DEFERRED SHARES

The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.

The Deferred Shares will have no dividend or voting rights and, upon a return of capital, the right only to receive the amount paid up thereon after the holders of the Ordinary Shares in the capital of the Company have received not only the aggregate amount paid up on those shares, but also £1 million per Ordinary Share. The Deferred Shares will not be traded on AIM or any other market.

It is a condition of issue of the Deferred Shares that no share certificates will be issued in respect of them and CREST accounts of holders of New Ordinary Shares will not be credited with any Deferred Shares.

Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention, at an appropriate time, to have the Deferred Shares cancelled, whether through an application to the Companies Court or otherwise in accordance with the Act.

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6 GENERAL MEETING

You will find set out at the end of this Document a notice convening the General Meeting to be held at the offices of Charles Russell Speechlys LLP at 5 Fleet Place, London EC4M 7RD at 11.00 a.m. on 23 October 2023.

The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1: Capital Reorganisation

An ordinary resolution to authorise the Company to undertake the Capital Reorganisation by way of the Sub-Division. The Board considers it desirable to effect the Capital Reorganisation to enable the Placing to take place.

Resolution 2: Articles amendment

The Company is proposing to amend the Articles by inserting new Article 4A, which sets out the rights attaching to the Deferred Shares. This is a special resolution.

7 ACTION TO BE TAKEN

Holders of Existing Ordinary Shares will find enclosed with this Document a Form of Proxy for use by them at the General Meeting.

Whether or not you are able to attend the General Meeting, holders of Existing Ordinary Shares are requested to complete the enclosed Form of Proxy and return it to the Company's registrars, Neville Registrars Limited, as soon as possible and, in any event, so as to arrive by

11.00 a.m. on 19 October 2023. The completion and return of a Form of Proxy will not prevent you from attending the General Meeting and voting in person if you subsequently wish to do so.

Shareholders are reminded that if their Ordinary Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the General Meeting.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

8 RECOMMENDATION

In the event that the Resolutions are not passed, the Company will be unable to complete the Placing or raise equity capital unless the placing price is above each Existing Ordinary Shares' current nominal value.

The Directors consider that the Capital Reorganisation is fair and reasonable and is in the best interests of the Company and its Shareholders as a whole and will promote the success of the Company. The Directors therefore recommend that you to vote in favour of each of the Resolutions, as they intend to do in respect of their own beneficial holdings.

Yours faithfully

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