Echo Energy : General Meeting

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.

Echo Energy plc

(incorporated under the laws of England and Wales)

(the "Issuer")

NOTICE OF MEETING

to eligible holders of its outstanding

EUR 20,000,000 Nominal Fixed Rate 8 Percent Redeemable Secured Notes 2022 (XS1614175567)

(the "Notes")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the 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 28 September 2022 (the "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 Meeting in accordance with the provisions of the conditions and the trust deed dated 15 May 2017, as amended and/or supplemented from time to time (the "Trust Deed"), made between the Issuer and Apex Corporate Trustees (UK) Limited (formerly Capita Trust Company Limited) as trustee (the "Trustee").

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

Unless the context otherwise requires, capitalised terms used but not defined in this Notice 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

IN RESPECT OF THE EUR 20,000,000 NOMINAL FIXED RATE 8 PERCENT REDEEMABLE

SECURED NOTES 2022 (ISIN: XS1614175567)

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding EUR 20,000,000 Nominal Fixed Rate 8 Percent Redeemable Secured Notes 2022 (the "Notes") of Echo Energy plc (the "Issuer"), issued with the benefit of a trust deed dated 15 May 2017 (the "Trust Deed") and made between the Issuer and Apex Corporate Trustees (UK) Limited (formerly Capita Trust Company Limited) as trustee (the "Trustee"):

1. assents to, and sanctions, the conversion of 50% of the outstanding principal amount of the Notes, together with accrued interest thereon, into Ordinary Shares of the Issuer at a price of 0.45 pence per Ordinary Shares (the "Conversion") in accordance with the following terms:

1. Subject to (i) the passing of the Extraordinary Resolution; and (ii) the Issuer having obtained Corporate Authorities, the Conversion shall occur on a date, which will be as soon as reasonably practicable after the Implementation Date and in any event no later than 60 Business Days after the Implementation Date (the "Conversion Date").
2. The Issuer shall, no later than ten (10) Business Days before the Conversion Date, send a notice to all Noteholders (the "Conversion Notice") informing them that 50% of the outstanding principal amount of the Notes, together with accrued interest thereon (the "Redemption Amount"), will be converted to Ordinary Shares at a price of 0.45 pence per Ordinary Share on the Conversion Date.

1. 1. The Principal Paying Agent (or the Registrar) shall select the Notes for the Conversion in compliance with the requirements of the Luxembourg Stock Exchange, as certified to the Principal Paying Agent (or the Registrar, as applicable) by the Issuer, and in compliance with the requirements of Euroclear and Clearstream, Luxembourg, which is currently on a pro rata basis (which may include use of a pool factor); provided, however, that no certificated Note of less than EUR 50,000 in aggregate principal amount shall be redeemed in part and only Notes in integral multiples thereof shall be redeemed.
   2. Upon the issue of a Conversion Notice pursuant to the preceding paragraph, 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 Conversion Date; and (ii) the Redemption Amount.
   3. The number of Ordinary Shares to be issued shall be delivered to the Shares Registrar by dividing the Redemption Amount (as converted into Sterling at the relevant exchange rate provided by the Bank of England on the Conversion Date) by 0.45. 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
   1. Business Days of the Conversion Date (the "Allotment and Issue Date") in respect of the Redemption Amount to each holder shown in the records of the Clearing Systems as a holder of the Notes at the close of business on the Clearing System Business Day before the Conversion Date. Such issue and allotment of Ordinary Shares shall discharge the principal and interest in an amount equal to the Redemption Amount.
   1. 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 upon the Conversion to the Noteholders 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 release all of the Issuer's obligations in relation to the 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 to the issue and delivery of Ordinary Shares to the Shares Registrar shall be construed accordingly and apply mutatis mutandis.
   2. (Except where the Issuer has been unable to appoint a Shares Registrar) the Ordinary Shares shall be issued and delivered to the Shares Registrar on or before the 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 Allotment and Issue Date in uncertificated form through Euroclear or Clearstream, Luxembourg or in certificated form, at the Issuer's sole discretion.
   3. Fractions of Ordinary Shares will not be delivered to the Shares Registrar or to Noteholders upon the Conversion and no cash payment will be made in lieu thereof.
   4. Upon the Conversion, the Redemption Amount will be written down in full. Noteholders shall be deemed to have waived all rights and claims in respect of the Redemption Amount which is written down and shall be deemed irrevocably to have directed and authorised the Issuer to apply such 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 Redemption Amount.
   5. The Issuer shall procure that the Notes that have been converted into Ordinary Shares shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:
2. the aggregate principal amount of the Notes which have been so converted; and
3. the aggregate amount of interest and principal paid (and the due dates of such payments) on the Permanent Global Note Certificate,

shall be given to the Trustee by or on behalf of the Issuer as soon as reasonably practicable and within one month after the date of the Conversion. The Trustee may accept such certificate as conclusive evidence of the Conversion pro tanto of the Notes or payment of principal or interest thereon and of cancellation of the relevant Notes.

1. Upon the Conversion and cancellation of the relevant part of the Permanent Global Note Certificate in accordance with the Conditions, the portion of the principal amount of the Notes so converted and cancelled shall be endorsed by on behalf of Principal Paying Agent on behalf of the Issuer on Part 2 of the Schedule to the Form of Permanent Global Note Certificate, whereupon the principal amount of the Notes shall be reduced for all purposes by the amount so converted and cancelled and, in each case, endorsed.
2. Neither the Trustee nor the Issuer shall be liable for any taxes or capital, stamp, issue, registration or transfer taxes or duties arising on the Conversion or that may arise or be paid as a consequence of the delivery of Ordinary Shares upon the Conversion. A Noteholder must pay any taxes and capital, stamp, issue, registration and transfer taxes and duties arising for it on the Conversion in connection with the issue and delivery of Ordinary Shares to the Shares Registrar on behalf of such Noteholder and the delivery of Ordinary Shares by the Shares Registrar to such Noteholder and such Noteholder must pay all, if any, such taxes or duties arising by reference of any disposal or deemed disposal of the Redemption Amount and/or the issue or delivery to it of any Ordinary Shares.
3. The Ordinary Shares shall be credited as fully paid and rank pari passu with the Ordinary Shares in issue on the Allotment and Issue Date and shall carry the right to receive all dividends and other distributions declared on or after the Allotment and Issue Date.
4. 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 listing (as the case may be) of the Ordinary Shares on or within 3 Business Days after allotment of the same.

For the purposes of the above,

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

"Implementation Date" means the date on which the Issuer and the Trustee will enter into the Supplemental Trust Deed.

"Ordinary Shares" means shares of the Issuer of 0.25 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 Asset Services or any other shares registrar the Issuer may appoint from time to time;

2. assents to, and sanctions, and directs and empowers the Trustee to agree to, the following modifications of Condition 7.1 (Redemption at Maturity), Condition 5.1 (Interest Rate and Interest Payment Dates), Condition 5A.1 (Conversion of Interest) and Condition 4.2 (Exploration Wells) 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"):

1. Condition 7.1 (Redemption at Maturity) is replaced in its entirety as follows:

   "Unless previously redeemed or purchased or cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 15 May 2032."

   Condition 5.1 (Interest Rate and Interest Payment Dates) is replaced in its entirety as follows:

   "The Notes bear interest from and including 30 May 2017 (the "Interest Commencement Date") at the rate of (i) 8.00 per cent. per annum with respect to interest accruing from the Interest Commencement Date and until (but excluding) 30th September 2022 and (ii) 2.00 per cent. per annum with respect to interest accruing from 30th September 2022, payable:

2. with respect to interest accruing from the Interest Commencement Date and until (but excluding) 31st December 2019, on 31st March, 30th June, 30th September and 31st December, in each year of 2017, 2018 and 2019 (as applicable), beginning on 30 June 2017;

1. with respect to interest accruing from 31st December 2019 and until (but excluding) the Conversion Date and in relation only to the Notes that will be converted pursuant to the Conversion, on the Conversion Date;
2. with respect to interest accruing from 31st December 2019 and until (but excluding) 30th September 2024, subject to paragraph (B) above and Condition 5A (Conversion of Interest), on 15th May 2032; and
3. with respect to interest accruing from 30th September 2024, on 31st March, 30th June, 30th September and 31st December, in each year of 2024 to 2032 (as applicable),

subject as provided in Condition 6 (Payments) (each such date when interest is payable, excluding the Conversion Date and 15th May 2032, an "Interest Payment Date").

Each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "Interest Period".

For the purposes of this Condition 5.1 (Interest Rate and Interest Payment Dates):

"Conversion" means the conversion of 50% of the outstanding principal amount of the Notes, together with accrued interest thereon, into ordinary shares of the Issuer at a price of 0.45 pence per ordinary share, pursuant to the terms of an extraordinary resolution of the Noteholders passed in September or October 2022; and

"Conversion Date" means the date of the Conversion."

Condition 5A.1 (Conversion of Interest) is replaced in its entirety as follows:

"Each Noteholder may, quarterly on 31st March, 30th June, 30th September and 31st December of each year, commencing on 31st December 2022 and ending on 30th September 2024 (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"). 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 6 (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."

Condition 4.2 (Exploration Wells) is replaced in its entirety as follows:

"4.2 Exploration Wells

Without prior Noteholders' consent (such consent to be granted pursuant to paragraph 26 of Schedule 3 (Provisions for Noteholders Meetings) to the Trust Deed), the Issuer shall not, in the last 18 months before the maturity of the Notes, drill an Exploration Well, if the Issuer's share of the budgeted cost of such Exploration Well exceeds EUR 5,000,000.

"Exploration Well" means a well that is drilled to terminal depth (T.D.) in a previously undrilled horizon or prospective reservoir on the licence."

"Exploration Well" means a well that is drilled to terminal depth (T.D.) in a previously undrilled horizon or prospective reservoir on the licence.";

3. assents to, and sanctions, and directs and empowers the Trustee to agree to, by way of the entry into of the Supplemental Trust Deed, the change of the minimum denomination of the Notes to EUR 50,000 and the replacement of the figure "100,000" in preamble (A) to the Trust Deed, clause 2.2 of the Trust

Deed, paragraph 6 (Meetings) of Schedule 1 (Form of Permanent Global Note Certificate) to the Trust Deed, Condition 1.1 (Form and Denomination), Condition 7.2 (Redemption at the Option of the Issuer) and paragraphs 14 (Voting) and 26 (Electronic Voting Consents) of Schedule 3 (Provisions for Noteholders Meetings) to the Trust Deed with the figure "50,000";

1. authorises, directs, requests and empowers the Issuer and the Trustee to execute, deliver (if applicable) and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications and arrangements referred to in this Extraordinary Resolution, including but not limited to making any consequential amendments necessary or desirable to any document in respect of the Notes or terminate any such document, agreement or arrangement to provide for such modifications and arrangements;
2. sanctions every abrogation, modification, amendment, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Conditions, the Trust Deed, the Agency Agreement or the global certificate relating to the Notes or otherwise, in each case involved in, resulting from or to be effected by the Conversion, the amendments to Condition 7.1 (Redemption at Maturity), Condition 5.1 (Interest Rate and Interest Payment Dates), Condition 5A.1 (Conversion of Interest) and Condition 4.2 (Exploration Wells) and the addition the change of the minimum denomination of the Notes to EUR50,000 as set out in paragraphs 1 to 3 of this Extraordinary Resolution;
3. discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation and any act or omission taken in connection with this Extraordinary Resolution or its implementation;
4. agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;
5. waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);
6. confirms that the Noteholders have formed their own view in relation to the actions contemplated under the Supplemental Trust Deed without any reliance on the Trustee; and
7. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
   "Conditions" means the terms and conditions of the Notes;
   "Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;
   "Consent Solicitation Memorandum" means the consent solicitation memorandum dated 5 September 2022 prepared by the Issuer in relation to, among other things, the Consent Solicitation.

BACKGROUND TO THE PROPOSALS

BACKGROUND

On 7 July 2022, the Issuer announced, in addition to providing a production and operational update, that the Santa Cruz Sur partners had agreed to a production and enhancement plan to materially increase production at Santa Cruz Sur and to improve the quality of sales liquids from the Santa Cruz Sur assets (the "Enhancement Plan").