AFC Energy PLC

Registered in England and Wales No. 05668788

Notice of Annual General Meeting

Notice of Annual General Meeting

Registered in England and Wales No. 05668788

NOTICE IS HEREBY GIVEN that the Annual General Meeting of AFC Energy PLC will be held at Napier Suite, Brooklands Hotel, Brooklands Drive, Weybridge, Surrey on 27 April 2023 at 9.00 am for the following purposes:

To consider, and if thought fit pass, the following resolutions of which resolutions 1 to 8 will be proposed as ordinary resolutions and resolution 9 as a special resolution.

ORDINARY RESOLUTIONS

  1. To receive and adopt the financial statements for the year ended 31 October 2022 together with the reports of the directors of the Company ("Directors") and the auditors thereon.
  2. To re-appoint Grant Thornton UK LLP as auditors to act as such until the conclusion of the next General Meeting of the Company at which the requirements of section 437 of the Companies Act 2006 ("the 2006 Act") are complied with.
  3. To authorise the Directors of the Company to fix the remuneration of Grant Thornton UK LLP as auditors.
  4. To re-elect Jim Gibson, who retires by rotation, as a Director.
  5. To re-elect Gerry Agnew, who retires by rotation, as a Director.
  6. To elect Peter Dixon-Clarke, who was appointed since the last Annual General Meeting, as a Director.
  7. To approve the Remuneration Report 2022.
  8. That the Directors shall have general and unconditional authority for the purpose of section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £242,665.89 provided that such authority shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2024 or 27 July 2024, whichever is the earlier, unless previously renewed, varied or revoked by the Company in general meeting and the Directors shall be entitled under the authority hereby conferred or under any renewal thereof to make at any time prior to the expiry of such authority any offer or agreement, which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board of Directors may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the 2006 Act.

SPECIAL RESOLUTION

9. That, subject to and conditional upon the passing of resolution 8 above, the Directors shall be and are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 8 above and be empowered pursuant to section 573 of the 2006 Act to sell ordinary shares (as defined in section 560 of the 2006 Act) held by the Company as treasury shares (as defined in section 724 of the 2006 Act) for cash, as if section 561(1) of the 2006 Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

  1. in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; or
  2. otherwise than pursuant to sub paragraph 9(a) above, up to an aggregate nominal amount of £73,535.12, and such powers shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2024 or 27 July 2024, whichever is the earlier, but so that the Company may before such expiry make an offer or agreement which would or might require

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equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired. The power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the Directors pursuant to section 570 of the 2006 Act.

Registered Office

By Order of the Board

Unit 71. 4 Dunsfold Park Stovolds Hill

Cranleigh

Surrey

GU6 8TB

4 April 2023

Peter Dixon-Clarke

Company Secretary

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Notice of Annual General Meeting

Registered in England and Wales No. 05668788

Notes:

  1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register 48 hours before the time of the Meeting, 9.00am on 25 April 2023, or any adjoined meeting, shall be entitled to attend and vote at the Meeting.
  2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
  3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
  4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
  5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company's registrars at the address set out in note 6 below.
  6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
    1. completed and signed;
    2. sent or delivered to the Company's Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ; and
    3. received by the Company's Registrar on or prior to 9.00am on 25 April 2023 or not less than 48 hours before the time of any adjourned meeting.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

  1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  2. As at 5pm on the day immediately prior to the date of printing of this notice of Annual General Meeting, the Company's issued share capital comprised 735,351,171 ordinary shares of 0.1p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5pm on the day immediately prior to the date of printing of this notice of Annual General Meeting is 735,351,171.

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Notice of Annual General Meeting Continued

Registered in England and Wales No. 05668788

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

The notes below give an explanation of the proposed resolutions.

Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 9 is proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Explanation of Ordinary Resolutions

Resolution 1

This is a resolution to receive and adopt the Directors' Reports and Accounts for the year ended 31 October 2022. The Directors' Reports and Accounts will be made available on the Company's website at https://www.afcenergy.com/investors/financial-reports, with a hard copy to be sent to shareholders by post.

Resolutions 2 and 3: Appointment and remuneration of Grant Thornton as auditor

This is a resolution to re-appoint Grant Thornton as auditors of the Company and to authorise the Directors to fix their remuneration.

Resolution 4 and 5: Re-election of Jim Gibson and Gerry Agnew

Each of Jim Gibson and Gerry Agnew were not re-elected at either of the two preceding Annual General Meetings in accordance with Article 105(2) of the Company's articles of association and will stand for re- election.

Resolution 6: Election of Peter Dixon-Clarke

Peter Dixon-Clarke was appointed as a Director by the Directors since the last Annual General Meeting in accordance with article 105(1) of the Company's articles of association and will stand for election.

Resolution 7: Approval of the Remuneration Report 2022

This is a resolution to approve the Remuneration Report in the Directors' Report and Accounts for the year ended 31 October 2022 which can be found in the Governance section of the Directors' Report and Accounts for the year ended 31 October 2022. The resolution is advisory and does not affect the remuneration already paid to any Director.

As per Resolution 1 above, the Remuneration Report will be made available as part of the Directors' Reports and Accounts for the year ended 31 October 2022, on the Company's website at https://www.afcenergy.com/investors/financial-reports, with a hard copy to be sent to shareholders by post.

Resolution 8: Authority to allot new shares

The Companies Act 2006 provides that Directors shall only allot shares with the authority of shareholders in general meeting. The authority given to the Directors at the last Annual General Meeting to allot (or issue) shares pursuant to section 551 of the Companies Act 2006 expires on the date of this year's Annual General Meeting.

Resolution 8 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £242,665.89, representing approximately 33% of the current issued share capital of the Company. This authority is in substitution for all existing authority to issue shares in the Company or to grant rights to subscribe for or to convert any securities into shares in the Company. The Directors have no present intention of exercising this authority.

The Company held no shares in treasury as at 31 March 2023 being the last practicable date prior to publication of this document.

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AFC Energy plc published this content on 06 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2023 12:13:05 UTC.