Baron Oil : AGM Notice 2024

Proof 3: 23.05.2024

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 independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (as amended), or from an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your ordinary shares in Baron Oil Plc, please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred only part of your holding in the shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale of transfer was effected.

(incorporated and registered in England with registered number 05098776)

Notice of Annual General Meeting

This document should be read in conjunction with the accompanying Form of Proxy and the Notice of Annual General Meeting set out at the end of this document. Youare recommended to read the whole of this document but your attention is drawn, in particular, to the letter from the Chairman which is set out on pages 2 to 5 of this document and which recommends you to vote in favour of all of the Resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of the Company (the "AGM Notice") to be held at Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 21 June 2024 is set out at the end of this document. A Form of Proxy for holders of ordinary shares for use at the Annual General Meeting accompanies this document. Tobe valid, the enclosed Form of Proxy should be completed and returned as soon as possible and, in any event, so as to reach the Company's Registrars, Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 11.00 a.m. on 19 June 2024, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof, either by post or electronically, details of which are given below.

Alternatively, a proxy may be returned by online submission via the Company'sRegistrars, or via CREST, details of both are also given below.

Baron Oil Plc

(incorporated and registered in England with registered number 5098776)

Directors:	Registered Office:
Gerry Aherne (Non-executive Chairman)	2 Leman Street
Dr Andrew Butler (Chief Executive Officer)	London
Keith Bush (Non-executive Director)	E1W 9LF
Dr John Chessher (Non-executive Director)
	24 May 2024
To the Shareholders and for information only to Option Holders
Dear Shareholder

Notice of Annual General Meeting

1 Introduction

I am pleased to be writing to you with details of our annual general meeting ("Annual General Meeting" or "AGM") which we are holding at Riverbank House, 2 Swan Lane, London EC4R 3TT at

11.00 a.m. on 21 June 2024. The formal notice of Annual General Meeting is set out at the end of this document.

The purpose of this circular is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting (the "Resolutions") and of the action you should take in order to register your vote.

2 Agenda of the Annual General Meeting

The following resolutions are to be proposed at the Annual General Meeting:

Ordinary resolutions

Resolution 1 - Receiving the Financial Statements

The Board recommends the receiving of the audited Financial Statements for the financial year ended 31 December 2023 together with the Report of the Directors and the Auditors' Report (together the "Accounts").

Resolution 2 - Auditors' Re-appointment and Remuneration

This Resolution relates to the re-appointment of Gravita Audit Limited as Auditors of the Company and authorises the Directors to determine their remuneration.

Resolution 3 - Re-election of Director

The Board recommends the re-election of Mr Gerry Aherne who retires as he was appointed since the last Annual General Meeting of the Company in accordance with article 106 of the Company's articles of association (the "Articles"). Mr Aherne, being eligible, offers himself for re-election.

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A brief biography of Mr Aherne is set out below.

Gerry Aherne, Non-executive Chairman

Gerry Aherne has a wealth of career experience in the insurance and financial markets, having been a founding director of PRI Group plc, a directors' and officers' liability insurer, and having held non- executive directorships with Henderson Group plc, Mecom Group plc, Omnis Investments Ltd, and Iveagh Ltd. He was Investment Director at Schroder Investment Management for 16 years, managing pension funds and unit trusts, Chairman of Electric & General Investment Trust plc, and Chairman of Cenkos Securities plc from 2012 to 2018. He is currently Managing Partner of Javelin Capital Partners LLP.

Resolution 4 - Re-election of Director

The Board recommends the re-election of Mr Keith Bush who retires by rotation in accordance with Article 102.1 of the Articles , and, being eligible, offers himself for re-election. Mr Bush, being eligible, offers himself for re-election.

A brief biography of Mr Bush is set out below.

Keith Bush, Non-executive Director

Keith Bush is an experienced quoted company director having worked for over 30 years in the energy industry. He has a petroleum engineering background, with significant experience in the oil and gas sector. Previously he has worked for Amerada Hess, Burlington Resources and E.ON Ruhrgas, before joining AIM quoted Northern Petroleum plc, initially as COO and later as CEO. Keith is currently COO of Hartshead Resources a company listed on the ASX. He holds a B.Sc. in Physics from the University of Manchester. He was appointed as a Non-executive Director of Baron in 2022.

Resolution 5 - Re-election of Director

The Board recommends the re-election of Dr Andrew Butler who retires as he was appointed since the last Annual General Meeting of the Company in accordance with article 106 of the Articles. Dr Butler, being eligible, offers himself for re-election.

A brief biography of Dr Butler is set out below.

Dr Andrew Butler, Chief Executive Officer

Andy Butler has over 27 years of experience in the oil and gas sector and brings relevant expertise to the Company's Board. Andy has had involvement with Baron Oil since 2016, when the Company entered into a joint venture agreement with SundaGas Pte Ltd, a company he founded and which ultimately led to the signing in 2019 of the Timor-LesteTL-SO-19-16 Production Sharing Contract. He has been a person discharging managerial responsibilities (PDMR) of the Company since 2021 and was appointed Chief Executive Officer on 15 March 2024, and continues to manage the Company's Timor Leste project. He is a director of the Company's two subsidiaries in Asia.

Andy was formerly vice president of business development at Mitra Energy Ltd (subsequently renamed Jadestone Energy Plc) and new ventures manager and a principal consultant geologist at BG Group. Andy is a Fellow of the Geological Society of London and an active member of the South-East Asia Petroleum Exploration Society (SEAPEX), the Geoscience Energy Society of Great Britain, the Society of Petroleum Engineers, the Association of International Energy Negotiators and the Singapore Institute of Directors. He has a Ph.D. in Geology from the University of Cambridge and a B.A. in Geology from the University of Oxford.

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Resolution 6 - Re-election of Director

The Board recommends the re-election of Dr John Chessher who retires as he was appointed since the last Annual General Meeting of the Company in accordancewith article 106 of the Articles. Dr Chessher, being eligible, offers himself for re-election.

A brief biography of Mr Chessher is set out below.

Dr John Chessher, Non-executive Director (appointed 22 April 2024)

John Chessher is a highly experienced investment industry professional who has held CEO and director- level positions at leading asset management and investment banking firms. John has extensive knowledge and experience of corporate research and capital raising, including as CEO of Cenkos Securities Asia and Head of Asia Pacific Research at Schroder Investment Management. He holds an MA in Engineering Science from University of Oxford and DBA, MSc and MBA qualifications from Henley Business School. He is a member of the Society of Petroleum Engineers and is a CFA charter-holder and currently combines non-executive and advisory roles with his position as a lecturer at Henley Business School.

Resolution 7 - Authority to allot

Under the Companies Act 2006 (the "Act"), the Directors may allot shares and grant rights to subscribe for or convert any securities into shares if they are authorised to do so by shareholders in general meeting. The authorisation being sought will permit the Directors to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount of £2,125,899, which represents approximately one third of the Company's issued ordinary share capital as at the date of the AGM Notice. This authority, if approved, will expire on the date falling 15 months from the passing of the resolutions or, if earlier, at the conclusion of the Company'snext annual general meeting. The Directors have no present intention to exercise the authority conferred by this resolution.

Special Business

Resolution 8 - Disapplication of Pre-emption rights

This resolution, subject to the passing of Resolution 8, disapplies the pre-emption rights under the Act which would otherwise apply on an allotment of equity securities, and/or the sale of ordinary shares held in treasury, for cash. It is limited to allotments and/or the sale of treasury shares:

• made in connection with rights issues or other pre-emptive offers where the ordinary shares or rights are offered first to existing shareholders in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and
• otherwise, up to an aggregate nominal amount of £637,770, representing approximately one tenth of the issued ordinary share capital of the Company as at the date of the AGM notice.

The power sought under this resolution will expire on the date falling 15 months from the passing of the resolution or, if earlier, at the conclusion of the next annual general meeting of the Company.

The Directors have no present intention to exercise the authority conferred by this resolution.

Resolution 8 is in line with the Pre-Emption Group's Statement of Principles 2022, the template resolutions published by the Pre-Emption Group in 2022 and the Share Capital Management Guidelines published by the Investment Association (as updated in February 2023) (Investor Guidelines).

Resolution 9 - Change of Company name

The Board proposes that the registered name of the Company is changed to Sunda Energy Plc. This recognises the change in Company strategy to focus on opportunities in the Far East.

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3 Action to be taken

A Form of Proxy for use at the meeting is enclosed with this letter.

Whether or not you intend to be present at the Annual General Meeting in person, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed thereon. To be valid, the enclosed Form of Proxy should be completed and returned as soon as possible and, in any event, so as to reach the Company's Registrars, Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 11.00 a.m. on 19 June 2024, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof, either by post or electronically, details of which are given below.

Alternatively, a proxy may be returned by online submission via the Company's Registrars instructions, or by means of CREST. Details of both are also given below.

4 Recommendation

The Board considers that the Resolutions will promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, your Board unanimously recommends that you should vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings.

Yours faithfully

Gerry Aherne

Non-executive Chairman

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Baron Oil Plc

(incorporated and registered in England and Wales with registered number 05098776)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Baron Oil Plc (the "Company") will be held at Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 21 June 2024. for the purposes of considering and, if thought fit, approving the following resolutions, of which resolutions

1 to 7 (inclusive) will be proposed as ordinary resolutions and resolutions 8 and 9 as special resolutions:

Ordinary Resolutions

1. To receive the Accounts for the financial year ended 31 December 2023.
2. Tore-appointGravita Audit Limited as auditors to the Company,to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to determine their remuneration.
3. To re-appoint Mr Gerry Aherne, who was appointed after the date of the last annual general meeting, as a Director of the Company.
4. To re-appoint Mr Keith Bush, who retires by rotation in accordance with Article 102.1 of the Company's Articles of Association, as a Director of the Company.
5. To re-appoint Dr Andrew Butler, who was appointed after the date of the last annual general meeting, as a Director of the Company.
6. To re-appoint Dr John Chessher, who was appointed after the date of the last annual general meeting, as a Director of the Company.
7. THAT,in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised, in substitution for all previous authorisations, to exercise all the 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 ("Rights") up to an aggregate nominal amount of £2,125,899 provided that this authority shall, unless previously revoked by resolution of the Company, expire on the date falling 15 months from the passing of this Resolution or, if earlier, at the conclusion of the next annual general meeting of the Company . The Company may, before such expiry, make offer(s) or enter agreement(s) which would or might require shares (within the meaning of section 560 of Act) to be allotted or Rights to be granted after such expiry and the Directors may allot shares in the Company or grant Rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolution

8. THAT, subject to the passing of resolution 7above, the Directors be authorised to allot equity securities (as defined in the Act) for cash pursuant to the authority conferred by Resolution 7 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and

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1. the allotment of equity securities (otherwise than pursuant to sub paragraph (a) up to an aggregate nominal amount of £637,770;

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier,at the close of business on the date falling 15 months from the date of this annual general meeting) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

9. THAT the registered name of the Company be changed to Sunda Energy Plc.

Registered Office	By Order of the Board
2 Leman Street	Mr Geoffrey Barnes
London
E1W 9LF	Company Secretary
	24 May 2024

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Notes to the Notice of Annual General Meeting

1. Only those persons entered in the Register of Members of the Company (the "Register") as at 11.00 a.m. on 19 June 2024; 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 attend and 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. A member of the Company is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at a general meeting of the Company. A member can only appoint a proxy using the procedures set out in these notes.
3. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to a different shares or shares held by the member. To do this a member must complete a separate Form of Proxy for each proxy. The notes to the proxy form explain how to direct your proxy how to vote on each Resolution or withhold their vote.
4. A member can register their vote(s) for the Annual General Meeting either:
5. • by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions;
   • by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 11:00 a.m. on 19 June 2024, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof.

1. 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.
2. In order for a proxy to appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International 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 11.00 a.m. on 19 June 2024, 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. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & International Ltd does not make available special procedures in CREST for any particular messages and 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 such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. 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.
3. 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. Yourproxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

1. 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).
2. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, this can be obtained from contact Share Registrars Limited. 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.
3. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. In the case of a member which is a company, the revocation notice 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 revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare Investor Services PLC by 11.00 a.m. on 19 June 2024, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

10. As at 23 May 2024 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 25,510,783,788 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 23 May 2024 was 25,510,783,788.

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