Scirocco Energy : AGM August 2022

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SCIROCCO ENERGY PLC

(incorporated in England & Wales with registered number 05542880)

NOTICE OF ANNUAL GENERAL MEETING

The Notice of an Annual General Meeting of the Company to be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES on 3 August 2022 at 10:30 a.m. is set out at the end of this document. A Form of Proxy for use at the Annual General Meeting of Shareholders accompanies this document and, to be valid, must be completed and returned to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible but in any event to be received not later than 10.30 a.m. on 1 August 2022 or 48 hours before any adjourned meeting.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

1. All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or date above changes, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange plc.
2. If the Annual General Meeting is adjourned, the latest time and date for receipt of forms of proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange plc.

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To the Shareholders and, for information only, to the holders of warrants and options

11 July 2022

Dear Shareholders

Notice of Annual General Meeting

• Introduction
  The Annual General Meeting of the Company ("AGM") is to be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES on 3 August 2022 at 10:30 a.m.
  The notice of the AGM is set out on pages 8 to 11 of this document.
  This letter explains why the Directors recommend that shareholders of the Company (the "Shareholders") vote in favour of the resolutions being proposed at the AGM.

• Explanatory notes to the Notice of AGM
  The notes on the following pages give an explanation of the proposed resolutions.
  Resolutions 1 to 4 are proposed as ordinary resolutions. This means for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 5 and 6 are proposed as special resolutions. This means that for Resolutions 5 and 6 to be passed, at least three quarters of the votes cast must be in favour of these resolutions.

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Ordinary Resolutions

Resolution 1 - Receiving and Considering the Accounts

To receive and consider the financial statements of the Company for the period ended 31 December 2021 together with the report of the Directors and the report of the auditors thereon.

Resolution 2 - Re-appointment of Director

The Board recommends the re-appointment of Mr. Donald Nicolson who retires by virtue of the retirement by rotation provisions contained in article 86 of the articles of association of the Company (the "Articles") and, being eligible, offers himself for reappointment as a Director of the Company.

Resolution 3 - Reappointment of Auditor and fixing of remuneration

It is proposed that PKF Littlejohn LLP be re-appointed as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM. As usual, remuneration is to be fixed by the Directors.

Resolution 4 - Directors' Authority to Allot Shares

The Directors may only allot shares or grant rights over shares if authorised to do so by the Shareholders. The authority granted at the last annual general meeting to allot shares or grant rights to subscribe for, or convert any security into, shares is due to expire at the conclusion of this year's Annual General Meeting.

The Investment Association ("IA") guidelines on authority to allot shares (which AIM-listed companies are encouraged to adopt) state that IA members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of a company's issued share capital. In addition, they will treat as routine a request for authority to allot shares representing an additional one third of the company's issued share capital provided that it is only used to allot shares for the purpose of a fully pre-emptive rights issue.

Accordingly, the Board recommends that, in accordance with section 551 of the Act, the Directors of the Company be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company:

1. in connection with rights issues and similar offerings, up to a nominal value of £1,089,268.19 which is equivalent to approximately two thirds of the total issued ordinary share capital of the Company as at the latest practicable date prior to the publication of the Notice of Annual General Meeting;
2. in connection with other offerings which are not rights issues, up to a nominal value of £550,135.45 which is equivalent to approximately one third of the total issued ordinary share capital of the Company as at the latest practicable date prior to the publication of the Notice of Annual General Meeting; and
3. up to a nominal value of £350,400 (which is approximately 23% per cent. of the issued ordinary share capital of the Company) to be used to satisfy potential requests made by Prolific (as defined below) for the issuance of ordinary shares to pursuant to the Subscription Deed (as defined below).

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The authority granted by this resolution will expire at the conclusion of next annual general meeting of the Company. Passing this resolution will ensure that the Directors continue to have the flexibility to act in the best interests of Shareholders, when opportunities arise, by issuing new shares.

Special Resolutions

Resolution 5 - Disapplication of Pre-emption Rights in respect of allotments to Prolific

The Company is party to the share subscription deed between the Company and Prolific Basins LLC ("Prolific") dated and as announced on 29 June 2020 (the "Subscription Deed"). Pursuant to the terms of the Subscription Deed, the Company is required to maintain sufficient share capital authority in order to meet its obligations to Prolific pursuant to the Subscription Deed. This resolution seeks authority from the shareholders in order continue to comply with the terms of the Subscription Deed and meet its residual obligations to Prolific.

A failure to pass this Resolution would result in a breach of the Subscription Deed and a potential acceleration of the amounts owed by the Company to Prolific, which currently stand at US$575,000. Therefore, it is very important that this Resolution 5 is passed to avoid a potential material negative impact on the Company and its financial position.

Resolution 6 - Disapplication of Pre-emption Rights

If the Directors of the Company wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share incentive plan), the Act requires that these shares are offered first to Shareholders in proportion to their existing holdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first offering them proportionately to existing Shareholders. This cannot be done under the Act unless the Shareholders have first waived their pre-emption rights.

Resolution 6 deals with the authority of the Directors of the Company to allot new shares or other equity securities pursuant to the authority given by resolution 4, or to sell treasury shares, for cash without the shares or other equity securities first being offered to Shareholders in proportion to their existing holdings. The authority, if granted, will relate to the allotment of new ordinary shares or the sale of treasury shares in respect of:

1. rights issues and similar offerings, where difficulties arise in offering shares to certain overseas Shareholders, and in relation to fractional entitlements and certain other technical matters; and
2. generally to allotments (other than in respect of pre-emptive offerings) up to an aggregate nominal amount of £429,105.65, being approximately 26 per cent. (26%) of the total issued ordinary share capital of the Company as at the latest practicable date prior to the publication of the Notice of Annual General Meeting.

The authority granted by this resolution will expire at the conclusion of next annual general meeting of the Company. The Directors note that whilst the above-mentioned limit in (iii) of approximately 26 per cent. (26%) of the Company's issued ordinary share capital is greater than the 5 per cent. threshold proposed by the Pre-Emption Group's Statement of Principles which recommends a general 5 per cent. threshold plus an additional 5 per cent. threshold in connection with an acquisition or specified capital investment, it is not unusual for AIM-listed companies to seek an increased authority to allot on a non-pre-emptive basis and the Directors consider the authority in Resolution 6 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict guidelines of the statutory pre-emption provisions.

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