Baron Oil Plc

(Registered in England and Wales under Company No 05098776)

ANNUAL GENERAL MEETING - FORM OF PROXY

You can register your vote(s) online for the Annual General Meeting at www.shareregistrars.uk.comClick on the "Proxy Vote" button and then follow the on-screen instructions

Please note that you must submit your vote by 11:00 a.m. on 27 June 2023

User Name

Access Code

This Form of Proxy is for use at the Annual General Meeting to be held at 38-43 Lincoln's Inn Fields, London WC2A 3PE at 11.00 a.m. on 29 June 2023 and at any adjournment thereof.

I/We being a member of Baron Oil Plc (the 'Company') and entitled to vote at the Annual General Meeting, hereby appoint the Chairman of the meeting or*

as my/our proxy to vote for me/us and on my/our behalf in the manner indicated below at the Annual General Meeting of the Company to be held at 38-43Lincoln'sInn Fields, London WC2A 3PE at 11.00a.m. on 29 June 2023 and at any adjournment thereof.

Please indicate with an X in the appropriate space opposite each resolution how you wish your vote to be cast.

Vote

ORDINARY RESOLUTIONS

For

Against

Withheld

1.

To receive the Accounts

2.

To appoint Gravita Audit Limited as Auditors and to authorise the

Directors to determine the remuneration of the Auditors

3.

To re-appoint Mr John Wakefield as a Director

4.

To re-appoint Mr Keith Bush as a Director

5.

To provide the Directors with authority to allot shares

SPECIAL RESOLUTION

6.

To dis-applypre-emption rights

Enter number of shares in relation to which your proxy is authorised to vote or leave it blank to authorise your proxy to act in relation to your entire holding

Please also tick this box if you are appointing more than one proxy

Signature(s)

Date

  • If it is desired to appoint another person as a proxy the words "Chairman of the Meeting" should be deleted and the name and address of the proxy, who need not be a member of the Company, inserted. Unless otherwise directed, and in respect of any other resolution properly moved at the Meeting, the proxy will vote, or may abstain from voting, as he thinks fit.

Please return this form to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX to arrive no later than 11:00 a.m. on 27 June 2023.

THERE IS NO NEED TO RETURN THIS FORM IF YOU HAVE VOTED ONLINE.

SEE NOTES TO THE FORM OF PROXY OVERLEAF

PLEASE INSERT INTO ENVELOP E SUPPLIED

Printed by Michael Searle & Son Limited

Notes to the proxy form

  1. Only those persons entered in the Register of Members of the Company (the "Register") as at 11.00 a.m. on 27 June 2023; or if this meeting is adjourned, as at 11.00 a.m. on the day which falls 48 hours before the time of the adjournment thereof (excluding weekends and bank holidays), shall be entitled to vote at the Annual General Meeting in respect of the number of ordinary shares in the capital of the Company registered in their names at that time.
  2. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. Appointment of a proxy (or submission of an online proxy or CREST Proxy Instruction, as described in the notice of the Annual General Meeting) does not preclude a member from attending the meeting and voting in person.
  3. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to the same share(s). To appoint more than one proxy you may photocopy this form of proxy. Please mark the box on the form of proxy above with an "X" to indicate that the proxy appointment is one of multiple instructions being given and insert in the box where indicated the number of shares in relation to which they are entitled to act as your proxy (which, in aggregate, should not exceed the total number of shares held by you). All Forms of Proxy must be signed.
  4. To direct your proxy how to vote on the Resolutions mark the appropriate box with an 'X'. To absta in from voting on a Resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
  5. To appoint a proxy using this form, the form must be completed and signed, sent or delivered to and received by Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 11.00 a.m. on 27 June 2023, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof. Any alteration to this Form of Proxy must be initialled.
  6. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
  7. In the case of joint holders, where more than one of the joint holders purports to vote or appoint a proxy, only the vote or appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  8. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  9. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
  10. The Company actively encourages Shareholders to cast their vote electronically. You can do so by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the online instructions, not later than
    1. a.m. on 27 June 2023, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof.
  11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST manual (available from www.euroclear.com/site/public/eui). Further details are given below and on the Form of Proxy. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provided(s), who will be able to take the appropriate action their behalf.
  12. In order for a proxy appointment made by means of CREST to be valid, the appropria te CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Share Registrars Limited (CREST participant ID: 7RA36), not later than
    1. a.m. on 27 June 2023, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Share Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
  13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s)), to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and where applicable their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
  14. As at 15 May 2023 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 18,982,760,428 ordinary shares of 0.025p each. Each ordinary share carries the right to vote at a general meeting of the Company, and therefore, the total number of voting rights in the Company as at 15 May 2023 was 18,982,760,428.

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Disclaimer

Baron Oil plc published this content on 23 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2023 09:09:09 UTC.