Enwell Energy : Notice of AGM 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are recommended to seek advice from your own stockbroker, bank manager, solicitor, accountant, or other professional adviser authorised pursuant to 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.

If you have sold or otherwise transferred all of your shares in the Company, please send this document and the accompanying Annual Report and Financial Statements (but not the personalised Form of Proxy) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have received this document as a purchaser or transferee of shares in the Company, you should contact the Company's registrars, Computershare Investor Services plc on 0370 707 1262 to request a Form of Proxy.

ENWELL ENERGY PLC

(a company incorporated in England and Wales with registered number 04462555)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at the Company's offices at 16 Old Queen Street, London SW1H 9HP, United Kingdom and electronically via the Company's electronic meeting platform at 11.00 a.m. on Wednesday 16 June 2021 is set out in this document.

As a result of the ongoing COVID-19 pandemic and the measures that the UK Government has put in place restricting public gatherings, and for the health and safety of our shareholders, employees, advisers and the general public, the Annual General Meeting this year will be a combined physical and electronic meeting. Shareholders will not be permitted to attend the physical meeting in person but will be able to attend the meeting electronically. Details of how to attend the Annual General Meeting electronically are set out in Appendix 2 below. Any shareholder that seeks to attend the physical Annual General Meeting in person will be prevented from doing so on the grounds of public health and safety. In order to accurately reflect the views of shareholders, voting on the resolutions at the Annual General Meeting will be by way of a poll.

Shareholders are requested to return the enclosed Form of Proxy for use in connection with the Annual General Meeting which, to be valid, must be completed and returned in accordance with the instructions printed thereon to the Company's registrars, Computershare Investor Services plc,The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, as soon as possible, but in any event, so as to be received not less than 48 hours before the time of the meeting. Completion and return of a Form of Proxy will not preclude shareholders from attending the Annual General Meeting electronically, and speaking and voting by electronic means if they so wish and are so entitled. Alternatively, if you are a CREST member, you may register your appointment of a proxy electronically by using the CREST electronic proxy appointment service.

Where a shareholder wishes to appoint a person other than the Chairman as their proxy to attend the meeting electronically on their behalf or, where a corporate shareholder wishes to appoint someone other than the Chairman as their corporate representative, the appointee's contact email address and, in the case of an individual representing a corporate shareholder, a copy of the letter of representation, must be provided to Computershare Investor Services plc by emailing corporate- representatives@computershare.co.uk to enable the provision of access credentials. Access credentials will be emailed to the email address provided for validly appointed appointees by no later than one working day prior to the meeting.

Further details are set out in the Notes and Appendices to the Notice of Annual General Meeting below and in the Form of Proxy.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Enwell Energy plc (the "Company") will be held at the Company's offices at 16 Old Queen Street, London SW1H 9HP, United Kingdom and electronically via the Company's electronic meeting platform at 11.00 a.m. on 16 June 2021 to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 5 (inclusive) will be proposed as ordinary resolutions and resolutions 6 to 8 (inclusive) will be proposed as special resolutions. Resolutions 5 to 8 (inclusive) are items of special business.

Ordinary Business

Resolution 1 - Annual report and financial statements

To receive and consider the audited financial statements of the Company for the financial year ended 31 December 2020 and the report of the directors and auditors therein.

Resolution 2 - Re-election of director retiring by rotation

To re-elect Mr Chris Hopkinson as a director of the Company, who retires by rotation in accordance with the Company's Articles of Association.

Resolution 3 - Re-election of director retiring by rotation

To re-elect Mr Bruce Burrows as a director of the Company, who retires by rotation in accordance with the Company's Articles of Association.

Resolution 4 - Re-appointment and remuneration of auditors

To reappoint PricewaterhouseCoopers LLP as auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company to be held in 2022 and to authorise the directors to determine the auditors' remuneration.

Special Business

Resolution 5 - Directors authority to allot shares

1. THAT the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company, or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £5,343,963 provided that the authority shall be in substitution for any equivalent authority which may have been given to the directors prior to the date of the passing of this resolution and unless previously renewed, revoked, varied or extended, this authority shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may at any time before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the directors may allot shares and/or grant rights in pursuance of such an offer or agreement as if this authority had not expired;

and further,

1. THAT the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot shares in the Company, or grant rights to subscribe for, or convert any security into, shares in the Company (comprising equity securities within the meaning of section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them (excluding any shares held by the Company as treasury shares (as defined in section 724(5) of the Act)) on the record date for such allotment or in accordance with the rights attached to such shares, up to an aggregate nominal amount of £5,343,963 and the directors may make such arrangements or exclusions as they consider necessary or expedient in respect of fractional entitlements or any legal or practical problems arising in any overseas territory or the requirements of any regulatory body or stock exchange, provided that unless previously renewed, revoked, varied or extended, this authority shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may at any time before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the directors may allot shares and/ or grant rights in pursuance of such an offer or agreement as if this authority had not expired.

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Resolution 6 - Partial disapplication of pre-emption rights - general

THAT the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash (including an allotment of equity securities by virtue of section 560(3) of the Act) pursuant to the authority of the directors conferred by resolution 5 as if section 561(1) of the Act did not apply to such allotment provided that:

1. the power conferred by this resolution shall be limited to:
2. 1. the allotment of equity securities in connection with an issue or offer of equity securities (but in the case of the authority granted under resolution 5(b), by way of a rights issue, as defined therein, only) to the holders of ordinary shares in the capital of the Company in proportion (as nearly as may be) to their respective holdings of such shares (excluding any shares held by the Company as treasury shares (as defined in section 724(5) of the Act)) on the record date for such allotment or in accordance with the rights attached to such shares but subject to such arrangements or exclusions as the directors may consider necessary or expedient in respect of fractional entitlements or any legal or practical problems arising in any overseas territory or the requirements of any regulatory body or stock exchange; and
   2. the allotment, otherwise than pursuant to paragraph (a)(i) of this resolution, of equity securities up to an aggregate nominal value equal to £801,594;
3. unless previously renewed, revoked, varied or extended this power shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

Resolution 7 - Partial disapplication of pre-emption rights - acquisition

THAT the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash (including an allotment of equity securities by virtue of section 560(3) of the Act) pursuant to the authority of the directors conferred by resolution 5 as if section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to the allotment of equity securities up to an aggregate nominal value equal to £801,594, only for the purpose of financing (or refinancing if the authority is used within six months of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice. Unless previously renewed, revoked, varied or extended this power shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

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NOTICE OF ANNUAL GENERAL MEETING continued

Resolution 8 - Authority to make donations to political organisations and to incur expenditure

THAT, in accordance with section 366 of the Act, the Company and its subsidiaries are hereby authorised to:

1. make political donations to political organisations or independent election candidates, within the meaning of sections 363 and 364 of the Act, not exceeding £25,000 in total; and
2. incur political expenditure, as defined in section 365 of the Act, not exceeding £25,000 in total,

during the period commencing on the date of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company.

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ACTION TO BE TAKEN

Each shareholder is entitled to appoint one or more proxies to attend the Annual General Meeting electronically, and such proxy shall be entitled to speak and vote by electronic means instead of that shareholder. A proxy need not be a shareholder.

Shareholders should kindly complete and return the enclosed Form of Proxy as soon as possible, whether or not they expect to be able to attend the Annual General Meeting electronically. Return of a Form of Proxy will not prevent a shareholder from attending the Annual General electronically, and speaking and voting by electronic means if that shareholder so wishes and is so entitled. If you are a CREST member you can submit your proxy electronically, through the CREST system by completing and transmitting a CREST proxy instruction as described in the Notes to this Notice of Annual General Meeting and in the Form of Proxy.

In order to ensure that your votes are cast in accordance with your wishes, the Board encourages you to appoint the Chairman of the meeting as your proxy.

RECOMMENDATION

The Board is of the opinion that these proposals are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend all shareholders to vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings (if any).

Explanatory notes in respect of the resolutions proposed are set out in the Appendices to this Notice.

NOTES:

1. A member of the Company entitled to attend, speak and vote at this meeting is entitled to appoint a proxy to attend, speak and vote in that member's place. A member may appoint more than one proxy in relation to this meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by that member. A proxy need not also be a member. Completion and return of a Form of Proxy (or any CREST Proxy Instruction, as described in paragraphs 5 to 7 below) will not preclude a member from attending the meeting electronically and voting by electronic means, if they so wish and are so entitled. In order to ensure that your votes are cast in accordance with your wishes, you are encouraged to appoint the Chairman of the meeting as your proxy.
2. To be valid, the enclosed Form of Proxy and any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be completed and returned so as to be received by the Company's registrars, Computershare Investor Services plc,The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time fixed for the holding of the meeting or, in the event that the meeting is adjourned, any adjourned meeting.
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to vote at the meeting (and for the purpose of determining the number of votes a member may cast), members must be entered on the register of members of the Company by 6.00 p.m. on the day which is two days before the start of the meeting or, in the event that the meeting is adjourned, any adjourned meeting.
4. In the case of joint holders, the vote of the senior who tenders a vote will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names are stated in the register of members of the Company in respect of the joint holding.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.