Coro Energy : Consent Solicitation - Coro Energy PLC - Notice of Adjourned Meeting - 25th March 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Coro Energy plc

(incorporated under the laws of England and Wales)

(the "Issuer")

NOTICE OF ADJOURNED MEETING

to eligible holders of its outstanding

EUR 11,250,000 Nominal Fixed Rate 5 Percent Redeemable Secured Tranche A Notes due 2022

(XS1961888606)

(the "Tranche A Notes")

Reference is made to the notice of meetings of the holders of the Tranche A Notes and the Tranche B Notes, issued on 3 March 2022 (the "Notice of Noteholder Meetings").

The meeting of the holders of the Tranche A Notes convened by the Issuer was held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 25 March 2022 at 10.00 a.m. (London time). Access to the meeting for holders of the Tranche A Notes that wished to attend in person or appoint a proxy (other than the Information and Tabulation Agent) was granted only via a Microsoft Teams video conference meeting ID that was available from Fieldfisher LLP upon request. The meeting of the holders of the Tranche A Notes was adjourned for want of a quorum.

We note that in relation to the meeting of the holders of the Tranche B Notes (i) the quorum was reached; and (ii) the related extraordinary resolution set out in the Notice of Noteholder Meetings previously notified to the holders of the Tranche A Notes and the Tranche B Notes in accordance with the terms of the Trust Deed was duly passed.

NOTICE IS HEREBY GIVEN that an adjourned meeting (the "Adjourned Meeting") of the holders of the Tranche A Notes (the "Noteholders") convened by the Issuer will be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 11 April 2022 (the "Adjourned Meeting Date"), access to which for Noteholders that wish to attend in person or appoint a proxy (other than the Information and Tabulation Agent or the Registrar) will be granted only via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request, for the purpose of considering and, if thought fit, passing the resolutions set out below, which will be proposed as an Extraordinary Resolution at the Adjourned Meeting in accordance with the provisions of the conditions and the trust deed dated 12 April 2019, as amended and/or supplemented from time to time (the "Trust Deed"), made between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the "Trustee").

The Adjourned Meeting will commence at 10.00 a.m. (London time) on the Adjourned Meeting Date.

Pursuant to paragraph 6 of schedule 3 (Provisions for Noteholder Meetings) to the Trust Deed, the quorum required for the Adjourned Meeting is one or more persons present and holding or representing not less than 25 per cent of the Tranche A Notes for the time being outstanding.

NOTEHOLDERS THAT HAVE NOT ALREADY VOTED ARE URGED TO VOTE BY WAY OF ELECTRONIC VOTING INSTRUCTIONS TO BE SUBMITTED BY DIRECT PARTICIPANTS TOTHE INFORMATION AND TABULATION AGENT THROUGH THE RELEVANT CLEARING SYSTEM AND IN ACCORDANCE WITH THE REQUIREMENTS OF SUCH CLEARING SYSTEM BY THE RELEVANT DEADLINE.

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the Extraordinary Resolution by 10.00 a.m. (London time) on 7 April 2022 (the "Expiration Deadline for the Adjourned Meeting"), by which they will have given instructions for the appointment of the Information and Tabulation Agent by the Registrar as their proxy under a block voting instruction to vote in favour of or against (as specified in the relevant Electronic Voting Instruction) the Extraordinary Resolutions at the Adjourned Meeting need take no further action to be represented at the Adjourned Meeting.

With respect to Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the Extraordinary Resolution before the date of this Notice of Adjourned Meeting, it is clarified that such Electronic Voting Instructions remain valid and the relevant Noteholders need take no further action to be represented at the Adjourned Meeting.

Unless the context otherwise requires, capitalised terms used but not defined in this Notice of Adjourned Meeting shall have the meaning given in the Trust Deed, the terms and conditions of the Notes (the "Conditions") or the Extraordinary Resolution, as applicable.

Extraordinary Resolution

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR 11,250,000 NOMINAL FIXED RATE 5 PERCENT REDEEMABLE

SECURED TRANCHE A NOTES DUE 2022 (ISIN: XS1961888606)

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding EUR 11,250,000 Nominal Fixed Rate 5 Percent Redeemable Secured Tranche A Notes due 2022 (the "Notes") of Coro Energy plc (the "Issuer"), issued with the benefit of a trust deed dated 12 April 2019 (the "Trust Deed") and made between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the "Trustee"):

1.

assents to, and sanctions, and directs and empowers the Trustee to agree to, the following modifications of Condition 9.1 (Redemption at Maturity) and Condition 7.1 (Interest Rate and Interest Payment Dates), the insertion of a new Condition 7A (Conversion of Interest), the addition of a new covenant to Condition 5(Covenants) and the addition of a new paragraph 28 to Schedule 3 (Provisions for Noteholders Meetings) to the Trust Deed by way of a supplemental trust deed which, subject to the terms hereof, will be entered into by the Issuer and the Trustee (the "Supplemental Trust Deed"):

Condition 9.1 (Redemption at Maturity) is replaced in its entirety as follows:

"Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 12 April 2024."

Condition 7.1 (Interest Rate and Interest Payment Dates) is replaced in its entirety as follows:

"The Tranche A Notes bear interest from and including 12 April 2019 (the "Tranche A Interest Commencement Date"):

(A) with respect to interest accruing from the Tranche A Interest Commencement Date and until (but excluding) 12th April 2021, at the rate of 5.0% per annum, payable annually in arrear on 12 April in each year of 2020 and 2021 (as applicable) (each a "Tranche A Interest Payment Date"), beginning on 12 April 2020, subject as provided in Condition 8 (Payments); and

(B) with respect to interest accruing from 12th April 2021, at the rate of 10.0% per annum, subject to Condition 7A (Conversion of Interest), calculated and compounded annually on 12 April in each year of 2022 and 2023 (each a "Tranche A Compound Interest Date") and on the date of maturity of the Notes (the "Maturity Date") (as applicable), beginning on 12 April 2022, so as to form part of the principal amount of the Tranche A Notes, and payable on the Maturity Date (the "Tranche A Final Interest Payment Date"), subject as provided in Condition 8 (Payments).

Each period beginning on (and including) the Tranche A Interest Commencement Date or any Tranche A Interest Payment Date or Tranche A Compound Interest Date (as applicable) and ending on (butexcluding) the next Tranche A Interest Payment Date or Tranche A Compound Interest Date or the Tranche A Final Interest Payment Date (as applicable) is herein called a "Tranche A Interest Period").

The Tranche B Notes bear interest from and including 12 April 2019 (the "Tranche B Interest Commencement Date"):

(A) with respect to interest accruing from the Tranche B Interest Commencement Date and until (but excluding) 12th April 2021, at the rate of 5.0% per annum, payable on the Maturity Date (the "Tranche B Interest Payment Date", and together with any Tranche A Interest Payment Date and the Tranche A Final Interest Payment Date (as the context may require) an "Interest Payment Date") subject as provided in Condition 8 (Payments); and

(B) with respect to interest accruing from 12th April 2021, at the rate of 10.0% per annum, subject to Condition 7A (Conversion of Interest), calculated and compounded annually on 12 April in each year of 2022 and 2023 (each a "Tranche B Compound Interest Date") and on the Maturity Date (as applicable), beginning on 12 April 2022, so as to form part of the principal amount of the Tranche B Notes, and payable on the Tranche B Interest Payment Date, subject as provided in Condition 8 (Payments).

Each period beginning on (and including) the Tranche B Interest Commencement Date or any Tranche B Compound Interest Date (as applicable) and ending on (but excluding) the next Tranche B Compound Interest Date or the Tranche B Interest Payment Date (as applicable) is herein called a "Tranche B Interest Period" (and, together with any Tranche A Interest Period (as the context may require) an "Interest Period")."

A new Condition 7A (Conversion of Interest) shall be inserted as follows:

• "7A (Conversion of Interest)

• 7A.1 Each Noteholder may, quarterly on 12th January, 12th April, 12th July and 12th October of each year of 2022 to 2024, commencing on 12th July 2022 (each of such dates, an "Interest Conversion Date"),elect, by notice to the Issuer (the "Election Notice"), to convert all of the interest, that accrued with respect to the immediately preceding quarter to Ordinary Shares at a price (calculated by the Issuer) equal to the volume weighted average price of an Ordinary Share as derived from IRESS or Factset or Bloomberg, at the Issuer's discretion, for the 10 Business Days before the relevant Interest Conversion Date (the "Conversion Price"). Subject to Condition 5.3 (ii), such election may be made by each Noteholder on the fifteenth (15th) Business Day before each Interest Conversion Date, with the date of such election being referred to hereafter as the "Election Date". The Election Notice shall state the Noteholder's holding of Notes at the close of business on the Clearing System Business Day (as defined in Condition 8 (Payments)) before the relevant Election Date and its election to receive Ordinary Shares at the Conversion Price on the relevant Interest Conversion Date and shall be in such form as notified to the Noteholders by the Issuer and accompanied by proof of such Noteholder's holding of Notes at the close of business on the Clearing System Business Day before the relevant Election Date.

• 7A.2 Subject to the Issuer: (i) having obtained the Corporate Authorities; and (ii) having received Election Notices from Noteholders holding not less than 50 per cent. of the aggregate principal amount of the outstanding Notes, and provided that after the exercise of their right under this Condition 7A all Noteholders together will not hold more than 29% of the Issuer's issued share capital, the Issuer shall, no later than ten (10) Business Days before the relevant Interest Conversion Date, send a notice to all Noteholders (the "Conversion Notice") informing them that the interest that accrued on all outstanding Notes with respect to the immediately preceding quarter (the "Interest Redemption Amount"), will be converted to Ordinary Shares at the Conversion Price on the relevant Interest Conversion Date.

• 7A.3 Upon the issue of a Conversion Notice pursuant to Condition 7A.2 above, the Issuer shall deliver to the Principal Paying Agent, the Registrar and the Shares Registrar a certificate signed by two authorised signatories of the Issuer stating that (i) a Conversion Notice has been issued in relation to the relevant Interest Conversion Date; and (ii) the Interest Redemption Amount.

• 7A.4 The number of Ordinary Shares to be issued in accordance with this Condition 7A shall be delivered to the Shares Registrar by dividing the Interest Redemption Amount (as converted

into Sterling at the relevant exchange rate provided by the Bank of England on the Interest Conversion Date) by the Conversion Price. The resulting number of Ordinary Shares shall be rounded down to the nearest whole number. The Issuer shall issue and allot the relevant Ordinary Shares within fifteen (15) Business Days of the Interest Conversion Date (the "Interest Allotment and Issue Date") in respect of the relevant Interest Redemption Amount to each holder shown on the register of Noteholders at the close of business on the Clearing System Business Day before the relevant Interest Conversion Date. The issue and allotment of Ordinary Shares in accordance with this Condition 7A shall discharge the interest accrued on all outstanding Notes with respect to the relevant quarter in an amount equal to the Interest Redemption Amount.

• 7A.5 If the Issuer has been unable to appoint a Shares Registrar, it shall make such other arrangements for the issuance and delivery of the Ordinary Shares to be issued and delivered to the Noteholders in accordance with this Condition 7A as it shall consider reasonable in the circumstances, which may include issuing and delivering the Ordinary Shares to another independent nominee or to the Noteholders directly, which issuance and delivery of the Ordinary Shares shall irrevocably and automatically satisfy all of the Issuer's obligations in relation to the Interest Redemption Amount as if the relevant Ordinary Shares had been issued and delivered to the Shares Registrar and, in which case, where the context so admits, references in these Conditions to the issue and delivery of Ordinary Shares to the Shares Registrar shall be construed accordingly and apply mutatis mutandis.

• 7A.6 The Ordinary Shares shall be issued and delivered to the Shares Registrar on or before the Interest Allotment and Issue Date. By virtue of its holding of any Note, each Noteholder shall be deemed to have irrevocably directed the Issuer to issue and deliver such Ordinary Shares to the Shares Registrar. The Ordinary Shares will be delivered to Noteholders by the Shares Registrar on the Interest Allotment and Issue Date in uncertificated form through Euroclear or Clearstream, Luxembourg, unless at the relevant time the Ordinary Shares are not a participating security in Euroclear or Clearstream, Luxembourg, in which case the Ordinary Shares will be delivered either in the form required by the relevant clearing system in which the Ordinary Shares are a participating security or in certificated form.

• 7A.7 Fractions of Ordinary Shares will not be delivered to the Shares Registrar or to Noteholders upon a conversion and no cash payment will be made in lieu thereof. However, if one or more Election Notices are delivered to the Issuer such that any Ordinary Shares to be issued and delivered to a Noteholder on conversion are to be registered in the same name, the number of Ordinary Shares to be issued and delivered in respect thereof shall be calculated on the basis of the aggregate amount of such interest to be converted.

• 7A.8 Upon conversion and delivery of the Ordinary Shares in accordance with this Condition 7A, the relevant Interest Redemption Amount will be deemed to have been paid in full. Noteholders shall be deemed to have waived all rights and claims in respect of such Interest Redemption Amount and shall be deemed irrevocably to have directed and authorised the Issuer to apply such Interest Redemption Amount on their behalf in paying up the relevant fully-paid Ordinary Shares to be issued and delivered to the Shares Registrar on conversion of the relevant Interest Redemption Amount.

• 7A.9 Any determination as to whether any Election Notice has been properly completed and delivered as provided in these Conditions, shall be made by the Issuer in its sole and absolute discretion and shall be conclusive and binding on the Noteholders.

• 7A.10 Neither the Trustee nor the Issuer shall be liable for any taxes or capital, stamp, issue, registration or transfer taxes or duties arising on conversion or that may arise or be paid as a consequence of the issue and delivery of Ordinary Shares upon conversion ("Conversion Liabilities"). Each Noteholder shall be liable for all Conversion Liabilities in connection with Ordinary Shares delivered to such Noteholder or to the Shares Registrar on behalf of such Noteholder and must pay all, if any, such Conversion Liabilities arising by reference to any disposal or deemed disposal of the Interest Redemption Amount and/or the issue or delivery to it of any Ordinary Shares.

• 7A.11 The Ordinary Shares shall be credited as fully paid and rank pari passu with the Ordinary Shares in issue on the Interest Allotment and Issue Date and shall carry the right to receive all dividends and other distributions declared on or after the Interest Allotment and Issue Date.

• 7A.12 Whilst the Ordinary Shares are at any time admitted to trading on AIM or to the Official List of the FCA, the Issuer shall use its reasonable endeavours to obtain admission to trading on AIM or to the Official List of the FCA (as the case may be) of the Ordinary Shares allotted in accordance with this Condition 7A on or within 3 Business Days after such allotment.

• 7A.13 The Issuer undertakes that, while any Notes remain outstanding, it shall (pending the issue of any Ordinary Shares in accordance with this Condition 7A):

  • (a) not permit its shareholders to alter the articles of association of the Issuer in any way which would adversely affect the rights of the Noteholders without the approval of the Noteholders; and

  • (b) not create any new class of equity share capital or issue any new equity shares other than equity shares in a class already created or, unless the Noteholders' prior approval is obtained, in any way modify the rights attaching to any shares.

For the purposes of this Condition 7A,

"Corporate Authorities" means the corporate authorities necessary to issue and allot a sufficient number of Ordinary Shares on the relevant Interest Allotment and Issue Date.

"Ordinary Shares" means shares of the Issuer of 0.1 pence each (or such other applicable nominal value from time to time) having the rights set out in the Issuer's constitutional documents.

"Shares Registrar" means Link Group or any other shares registrar the Issuer may appoint from time to time."

A new covenant is added to Condition 5 (Covenants) as follows:

"5.3 Sale of the Duyung PSC Asset

• (i) The Issuer shall have the obligation to continue to pursue, and support Conrad Asia Energy Ltd, as the operator of the Duyung PSC, to pursue, the sale of the Duyung PSC Asset;

• (ii) the Noteholders will form a steering committee representing all Noteholders in order to help the Issuer to assess any offers received in relation to the sale of the Duyung PSC Asset or part of it. Such steering committee will consist of Henry Turcan (representing Lombard Odier Asset Management (Europe) Limited) and one representative of CIP Merchant Capital plc. Members of the steering committee may become insiders in relation to Duyung PSC's matters (and thus be prevented from dealing in their existing shares in the Issuer) and may receive price sensitive information in relation to potential offers relating to the sale of the Duyung PSC Asset. The ability of Noteholders to be paid interest in equity pursuant to Condition 7A could be prohibited if any such Noteholder were an insider at the time of the relevant election(s) made in accordance with Condition 7A.1; however, where possible (in consultation with the relevant Noteholders), the Issuer shall extend the period of time in which Noteholders are entitled to submit an Election Notice pursuant to Condition 7A.1 until a point in time when the relevant Noteholders are no longer in possession of price sensitive information or deemed insiders in relation to Duyung PSC's matters;

• (iii) strictly subject to director statutory duties, the Issuer shall have the obligation to engage in good faith in any proposal related to the sale of the Duyung PSC Asset which is supported by a simple majority of Noteholders and shall work to secure shareholder support, as required;

• (iv) the proceeds of any sale of the Duyung PSC Asset (or part of it) shall be used as follows: (A) first to repay capital and interest (rolled up as set out above) on the Notes and up to

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