AFC Energy : Notice of EGM 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident inthe United Kingdom or, if not, from another appropriately authorised independent financial adviser. The Company accepts responsibility for the information contained in this document. To the best of the knowledge of the Company (which has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The whole of this document should be read.

If you have sold or transferred all of your Ordinary Shares, please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Such documents should, however, not be forwarded to or transmitted into any jurisdiction outside of the United Kingdom (including the United States or any other Restricted Jurisdiction) if to do so would constitute a violation of the relevant law and/or regulations of such jurisdiction. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

This document does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for) Ordinary Shares. This document does not contain an offer of transferrable securities within the meaning of section 102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA. Accordingly, this document has not been, and will not be, reviewed or approved by the FCA, the London Stock Exchange or any other authority or regulatory body. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules.

AFC ENERGY PLC

(incorporated and registered in England and Wales with registered number 05668788)

Proposed Placing of 91,279,000 Placing Shares at 15 pence per Placing Share

Proposed Subscription of 666,666 Subscription Shares at 15 pence per Subscription

Share

Proposed REX Retail Offer of up to 13,333,333 REX Retail Offer Shares at 15 pence

per REX Retail Offer Share

and

Notice of General Meeting

Application has been made for the Firm Fundraising Shares being issued pursuant to the Firm Fundraising to be admitted to trading on AIM, with dealings expected to commence on13 June 2024. In due course application is expected to be made for the Conditional Fundraising Shares expected to be issued pursuant to the Conditional Fundraising to be admitted to trading on AIM and, on the assumption that, inter alia, the Fundraising Resolutions are passed, dealings in Conditional Fundraising Shares are expected to commence on 1 July 2024. Each of the Fundraising Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they

are used or transferred (as appropriate). AIM-­‐traded securities are not admitted to the Official List of the UK Financial Conduct Authority. Neither the London Stock Exchange nor the UK Financial Conduct Authority has examined or approved the contents of this document.

You are recommended to read the whole of this document but your attention is drawn to the letter from the Chairman of the Company, which is set out on pages12 to 18 of this document and which provides details of the Fundraising and recommends you to vote in favour of the Resolutions to be proposed at the General Meeting.

Notice of a General Meeting of AFC Energy plc to be held at the offices of Peel Hunt LLP, 7th Floor, 100 Liverpool Street, London EC2M 2AT at 11.00 a.m. on 28 June 2024 is set out at the end of this document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed by Shareholders and returned as soon as possible but, in any event, so as to be received by Computershare Investor Services plc by no later than 11.00 a.m. on 26 June 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form ofProxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.Shareholders can also vote online by visiting www.investorcentre.co.uk/eproxy. To access the service, Shareholders will need the Control Number, their Shareholder Reference Number (SRN) and Personal Identification Number (PIN). These are shown on the Form of Proxy or the email notification of this document (for Shareholders with whom the Company communicates electronically).

Peel Hunt and Zeus are each authorised and regulated in the United Kingdom by the Financial Conduct Authority. Each of Peel Hunt and Zeus is acting for the Company and for no one else in connection with the matters described in this document. Neither of Peel Hunt or Zeus will regard any other person as its client in relation to the Fundraising, the content of this document or any other matters described in this document and will not be responsible to anyone (including any investors procured by Peel Hunt or Zeus to subscribe for Placing Shares) other than the Company for providing the protections afforded to its clients, or for providing advice to any other person in relation to the arrangements described in this document.The responsibility of Peel Hunt, as the Company's nominated adviser, is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person.

Apart from the responsibilities and liabilities, if any, which may be imposed onPeel Hunt and/or Zeus by the FSMA or the regulatory regime established thereunder or the AIM Rules, Peel Hunt and Zeus do not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Fundraise or Admission. Peel Hunt and Zeus accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. However, nothing in this document shall be effective to limit or exclude liability for fraud or which cannot otherwise, by law or regulation, be so limited or excluded.

The release, publication or distribution of this document into certain jurisdictions may be restricted by law, and any persons into whose possession this document comes should therefore inform themselves about and observe any applicable restrictions or requirements. No action has beentaken by the Company or the Joint Bookrunners that would permit possession or distribution of this document in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain exemptions, this document does not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident in, the United States. There will be no public offer in the United States. Outside of the United States, the New Ordinary Shares are being offered in reliance on Regulation S under the U.S. Securities Act. The New Ordinary Shares will not qualify for distribution under the relevant securities laws of Australia, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the New Ordinary Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or any securities commission or

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other regulatory body in Canada or the Republic of South Africa. Accordingly, subject to certain exemptions, the New Ordinary Shares may not be offered, sold, taken up, delivered or transferred in, into or from the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations (each a "Restricted Jurisdiction") or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction. The New Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the US.

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase, any security (including, without limitation, the Fundraising Shares). Copies of this document can be downloaded from the Company's website, www.afcenergy.com. However, the contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this document and Shareholders should not rely on them.

This document includes statements that are, or may be deemed to be, forward-­‐looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-­‐looking statements can be identified by the use of forward-­‐looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-­‐looking statements include matters that are not facts. They appear in a number of places through this document and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-­‐looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules or other applicable legislation or regulation, neitherthe Company nor the Joint Bookrunners undertake any obligation to update or revise any forward-­‐looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-­‐looking statements, which speak only as of the date of this document. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-­‐looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-­‐looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Nothing in this document shall be effective to limit or exclude any liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

This document is dated 12 June 2024.

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TABLE OF CONTENTS
DIRECTORS AND ADVISERS	5
FUNDRAISING STATISTICS	6
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	7
DEFINITIONS	8
LETTER FROM THE CHAIRMAN	12
NOTICE OF GENERAL MEETING	19

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DIRECTORS AND ADVISERS

Directors	Gary Bullard	Non-­‐Executive Chairperson
	Adam Bond	Chief Executive Officer
	Peter Dixon-­‐Clarke	Chief Financial Officer
	Monika Biddulph	Non-­‐Executive Director
	Gerry Agnew	Non-­‐Executive Director
	Duncan Neale	Non-­‐Executive Director
Company Secretary	Brendan Keane
Registered Office	Unit 71.4
	Dunsfold Park
	Cranleigh
	Surrey GU6 8TB
Nominated Adviser	Peel Hunt LLP
	7th Floor
	100 Liverpool Street
	London EC2M 2AT
Joint Bookrunners	Peel Hunt LLP
	7th Floor
	100 Liverpool Street
	London EC2M 2AT
	Zeus Capital Limited
	82 King Street
	Manchester M2 4WQ
Solicitors to the Company	RBG Legal Services Limited t/a
	Memery Crystal
	165 Fleet Street
	London EC4A 2DY
Solicitors to the Nominated	Simmons & Simmons LLP
Adviser and Joint Brokers	CityPoint
	One Ropemaker Street
	London EC2Y 9SS
Registrar	Computershare Investor Services PLC
	The Pavilions
	Bridgwater Road
	Bristol BS13 8AE

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FUNDRAISING STATISTICS

Number of Existing Ordinary Shares	747,478,807
Issue Price	15 pence
Number of Firm Placing Shares	74,074,964
Number of Subscription Shares	666,666
Aggregate number of Firm Fundraising Shares	74,741,630
Number of Ordinary Shares in issue immediately following First	822,220,437
Admission
Percentage of the enlarged issued share capital of the Company	9.09 per cent.
represented by the Firm Fundraising Shares immediately following First
Admission
Number of Conditional Placing Shares	17,204,036
Aggregate maximum number of Conditional Fundraising Shares	30,537,369
Aggregate maximum number of Fundraising Shares	105,278,999
Enlarged Issued Share Capital immediately following Second Admission	852,757,806
Maximum percentage of Enlarged Issued Share Capital represented by	12.35 per cent.
the maximum number of Fundraising Shares following Second Admission
Gross proceeds of the Placing	£13.7 million
Gross proceeds of the Subscription	£100,000
Maximum gross proceeds of theREX Retail Offer	£2 million
Aggregate maximum gross proceeds of the Fundraising	approximately £15.8
	million
Aggregate maximum estimated net proceeds of the Fundraising	approximately £14.9
	million
Ordinary Share ISIN	GB00B18S7B29

The statistics above assume (a) the passing of the Fundraising Resolutions at the General Meeting and therefore Admission of all Fundraising Shares pursuant to the Fundraising; (b) that the maximum number of Conditional REX Retail Offer Shares are subscribed for; and (c) that no Ordinary Shares other than the Fundraising Shares are allotted prior to First Admission or Second Admission (as applicable).

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

		2024
Publication and posting of this document and Form of Proxy	12	June
First Admission and dealings in the Firm Fundraising Shares to	8.00 a.m. on 13 June
commence on AIM
Expected date for CREST accounts to be credited in respect of the	13	June
Firm Fundraising Shares
Despatch of definitive share certificates in respect of Firm	by 20 June
Fundraising Shares to be held in certificated form, if applicable
Long Stop Date for First Admission	8.00 a.m. on 26 June
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 26 June
General Meeting	11.00 a.m. on 28	June
Announcement of the results of the General Meeting	28	June
Second Admission and dealings in the Conditional Fundraising	1	July
Shares to commence on AIM
Expected date for CREST accounts to be credited in respect of the	1	July
Conditional Fundraising Shares
Despatch of definitive share certificates in respect of Conditional	by 8	July
Fundraising Shares to be held in certificated form, if applicable
Long Stop Date for Second Admission	8:00 a.m. on 17	July

Notes

1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above shouldchange, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable in relation to the Conditional Fundraising are conditional, inter alia, on the passing at the General Meeting of the Fundraising Resolutions and Second Admission.

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		DEFINITIONS
"2024 AGM"		the Annual General Meeting of the Company held on 25
		April 2024
"Admission"		admission of New Ordinary Shares to trading on AIM
		becoming effective in accordance with the AIM Rules
"AIM''		the market of that name operated by the London Stock
		Exchange
"AIM Rules"		the AIM Rules for Companies published by the London Stock
		Exchange from time to time
"Business Day"		any day on which banks are usually open for business in
		England and Wales for the transaction of sterling business,
		other than a Saturday, Sunday or public holiday
"Company" or "AFC"	AFC Energy plc, a company incorporated in England and
		Wales under the Companies Act 1985 with registered
		number 05668788
"Conditional Fundraising"	together, the Conditional Placing and the REX Retail Offer
"Conditional	Fundraising	together, the Conditional Placing Shares and the REX Retail
Shares"		Offer Shares
"Conditional Placing"	the conditional placing by the Joint Bookrunners (on behalf
		of the Company) of the Conditional Placing Shares at the
		Issue Price subject to, inter alia, the passing of the
		Fundraising Resolutions and Second Admission
"Conditional Placing Shares"	17,204,036 New Ordinary Shares expected to be allotted
		and issued pursuant to the Conditional Placing
"CREST" or "CREST system"	the relevant system (as defined in the CREST Regulations) in
		respect of which Euroclear is the operator (as defined in
		those regulations)
"CREST Regulations"	the	Uncertificated	Securities	Regulations	2001
		(SI2001/3755)
"Directors" or "Board"	the directors of the Company
"Enlarged Issued Share Capital"	the total number of Ordinary Shares which shall be in issue
		immediately following Second Admission assuming that the
		maximum number of Fundraising Shares capable of being
		issued pursuant to the Fundraising is so issued
"Euroclear"		Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"	the 747,478,807 Ordinary Shares in issue at the date of this
		document
"FCA"		the UK Financial Conduct Authority
"Firm Fundraising"		together, the Firm Placing and the Subscription
			8

"Firm Fundraising Shares"	together, the Firm Placing Shares and the Subscription
	Shares
"Firm Placing"	the placing by the Joint Bookrunners (on behalf of the
	Company) of the Firm Placing Shares at the Issue Price
	subject to, inter alia, First Admission
"Firm Placing Shares"	74,074,964 New Ordinary Shares to be allotted and issued
	pursuant to the Firm Placing
"First Admission"	Admission of the Firm Fundraising Shares
"Form of Proxy"	the form of proxy for use in connection with the General
	Meeting which accompanies this document
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	together, the proposed Placing, Subscription and REX Retail
	Offer
"Fundraising Resolutions"	Resolutions 1 and 3 as set out in the Notice of General
	Meeting
"Fundraising Shares"	together, the Firm Fundraising Shares and the Conditional
	Fundraising Shares
"General Meeting"	the general meeting of the Company convened for 11.00
	a.m. on 28 June 2024 (or any adjournment thereof) at which
	the Resolutions will be proposed, notice of which is set out
	at the end of the this document
"Group"	the Company and its subsidiary undertakings from time to
	time
"Intermediaries"	any financial intermediary appointed by the Company in
	connection with the REX Retail Offer and "Intermediary"
	shall mean any one of them
"Intermediary Agreements"	the agreements in the agreed form entered between each
	of the Intermediaries, the Company and Peel Hunt
	containing terms and conditions in relation to the REX Retail
	Offer
"Issue Price"	15 pence per Fundraising Share
"Joint Bookrunners"	together, Peel Hunt and Zeus
"London Stock Exchange"	London Stock Exchange plc
"New Ordinary Shares"	the new Ordinary Shares to be issued pursuant to the
	Fundraising
"Notice of General Meeting"	the notice of General Meeting at the back of this document
"Ordinary Shares"	ordinary shares of 0.1 pence each in the capital of the
	Company
"Peel Hunt"	Peel Hunt LLP, nominated adviser to the Company and joint
	9

	bookrunner to the Company in respect of the Placing
"Placing"	together, the Firm Placing and the Conditional Placing by the
	Joint Bookrunners on behalf of the Company at the Issue
	Price pursuant to the terms of the Placing Agreement
"Placing Agreement"	the agreement dated 10 June 2024 between the Company
	and the Joint Bookrunners relating to the Placing
"Placing Shares"	together, the Firm Placing Shares and the Conditional
	Placing Shares
"Registrar" or "Computershare"	Computershare Investor Services PLC, with its registered
	office at The Pavilions, Bridgwater Road, Bristol,BS13 8AE
"Regulatory Information	one of the regulatory information services authorised by the
Service"	FCA acting in its capacity as the UK listing authority to
	receive, process and disseminate regulatory information
"REX Platform"	Peel Hunt's Retail Capital Markets platform
"REX Retail Offer"	the proposed offer of REX Retail Offer Shares to existing
	retail Shareholders by the Company through Intermediaries
	using the REX Platform and on the basis of the terms and
	conditions set out in the REX Retail Offer Announcement
	and Intermediaries Agreements
"REX Retail Offer	the announcement dated 10 June 2024 giving details, inter
Announcement"	alia, of the REX Retail Offer
"REX Retail Offer Shares"	up to 13,333,333 new Ordinary Shares to be allotted and
	issued pursuant to the Conditional REX Retail Offer
"Resolutions"	the resolutions to be proposed at the General Meeting and
	set out in the Notice of General Meeting
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in
	a significant risk of civil, regulatory or criminal exposure for
	the Company if information or documentation concerning
	the proposals set out in this document is sent or made
	available to Shareholders in that jurisdiction including,
	without limitation, the United States of America, Canada,
	Australia, Japan, Russia and the Republic of South Africa
"Second Admission"	Admission of the Conditional Placing Shares and the REX
	Retail Offer Shares
"Shareholders"	the holders of Ordinary Shares at the relevant time (as the
	context requires)
"Subscription"	subscription for the Subscription Shares by certain Directors
"Subscription Shares"	the 666,666 New Ordinary Shares proposed to be issued
	pursuant to the Subscription
"uncertificated" or "in	recorded on the relevant register of Ordinary Shares as
uncertificated form"	being held in uncertificated form in CREST andtitle to which,
	by virtue of the CREST Regulations, may be transferred by
	10