Zephyr Energy : Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have recently sold or transferred all of your shares in Zephyr Energy Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Zephyr Energy Plc

("Company")

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 04573663)

Notice of Annual General Meeting

You will not receive a hard copy form of proxy for the 2023 Annual General Meeting in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your account or register if you have not previously done so. To register you will need your investor code, which is detailed on your share certificate or available from our registrar, Link Group. For further information on how to vote, please refer to the Notes to the Notice of Annual General Meeting.

Voting by proxy prior to the Annual General Meeting does not affect your right to attend the Annual General Meeting and vote in person should you so wish. Proxy votes must be received no later than 11 a.m. BST on 24 July 2023.

If you need help with voting online, please contact our Registrar, Link Group, on 0371 664 0300 if calling from the United Kingdom, or [phone] if calling from outside of the United Kingdom or email Link at [e-mail]. Calls will be charged at local rates. Calls made outside the United Kingdom will be charged at the applicable international rate.

The lines are open between 09:00 and 17:30 Monday to Friday, excluding public holidays in England and Wales.

Zephyr Energy plc Notice of Annual General Meeting

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Letter from the Chairman of Zephyr Energy Plc

Zephyr Energy Plc

(incorporated and registered in England and Wales under number 04573663)

Directors	Registered Office:
Christopher John Eadie	20-22 Wenlock Road
Richard Lee Grant	London
John Colin Harrington	England
Thomas Hamilton Reynolds	N1 7GU
Gordon Bowman Stein
	30 June 2023
To the shareholders of Zephyr Energy Plc ("Shareholders")
Dear Shareholders

Notice of Annual General Meeting 2023

I enclose the formal notice of the 2023 Annual General Meeting ("AGM Notice") of Zephyr Energy Plc (the "Company") to be held on 26 July 2023 at 11 a.m. BST.

The Annual General Meeting ("AGM") will deal with the business set out in the AGM Notice. An explanation of each of the resolutions set out in the AGM Notice is included on page 7. The Directors consider each resolution to be proposed at the AGM would promote the success of the Company for the benefit of its members as a whole, and unanimously recommends Shareholders to vote in favour of all resolutions, as the Directors intend to do in respect of their own shareholdings.

Yours faithfully

Richard Lee Grant

Chairman

30 June 2023

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Notice of Annual General Meeting

Company Number: 04573663

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of the Company will be held at the offices of Memery Crystal, 165 Fleet Street, London, EC4A 2DY on 26 July 2023 at 11 a.m. BST for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 to 5 will be proposed as ordinary resolutions and Resolutions 6 and 7 will be proposed as special resolutions:

Ordinary Resolutions

1. To receive and adopt the annual report and accounts for the year ended 31 December 2022, together with the reports of the directors of the Company ("Directors") and the auditor thereon.
2. To appoint BDO LLP as auditor to act as such until the conclusion of the next annual general meeting of the Company at which the requirements of section 437 of the Companies Act 2006 ("CA 2006") are complied with and to authorise the directors of the Company to fix its remuneration.
3. To re-elect Gordon Bowman Stein, who retires by rotation, as a Director.
4. To re-elect Thomas Hamilton Reynolds, who retires by rotation, as a Director.
5. That the Directors be generally and unconditionally authorised in accordance with section 551 of the CA 2006 to allot ordinary shares of £0.001 each in the share capital of the Company ("Ordinary Shares") or grant rights to subscribe for or to convert any security into shares in the Company (together "Rights") up to a maximum nominal amount of £562,167.27 (representing approximately one third of the issued ordinary share capital of the Company) to such persons at such times and on such terms as they think proper, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date falling 15 months from the date of the passing of this Resolution, or if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024, save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Ordinary Shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired.
   This authority revokes and replaces all unexercised authorities previously granted to the Directors but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

Special Resolutions

6. THAT, subject to the passing of Resolution 5 above, the Directors be generally empowered pursuant to section

570 of the CA 2006 to allot equity securities (as defined in section 560 of the CA 2006) for cash as if section 561(1) of the CA 2006 did not apply to any such allotment pursuant to the general authority conferred on them by

Resolution 5 above (as varied from time to time by the Company in general meeting) PROVIDED THAT such power shall be limited to:

1. the allotment of equity securities in connection with a rights issue or any other offer to:
2. 1. holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. 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 other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

1. the allotment of equity securities pursuant to the terms of any share scheme for Directors and employees of the Company or any of its subsidiaries;
2. the allotment otherwise than pursuant to sub paragraphs (a) and (b) above of equity securities or sale of treasury shares up to an aggregate nominal amount of £168,650.18 representing approximately
3. 
   10 per cent. of the issued ordinary share capital of the Company; and
4. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub paragraph
5. 1. or (b) or (c) above) to any person up to an aggregate nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under sub-paragraph
   1. above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022,

and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors pursuant to section 570 of the CA 2006 and shall expire on whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2024 or the date falling 15 months from the date of the passing of this Resolution (unless renewed varied or revoked by the Company prior to or on that date) save that the Company may before such expiry 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 notwithstanding that the power conferred by this Resolution has expired.

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7. THAT, subject to the passing of Resolution 5 above, the Directors be authorised in addition to any authority granted under Resolution 6 above to allot equity securities (as defined in section 560 of the CA 2006) for cash under the authority conferred by Resolution 5 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the CA 2006 did not apply to any such allotment or sale, PROVIDED THAT such authority shall be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £168,650.18 being 10% of the issued ordinary share capital of the Company, to be used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after 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 published by the Pre-Emption Group in 2022; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) above) to any person up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under sub paragraph
   (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022,

and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors pursuant to section 570 of the CA 2006 (other than in Resolution 6 above) and shall expire on whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2024 or the date falling 15 months from the date of the passing of this Resolution (unless renewed varied or revoked by the Company prior to or on that date) save that the Company may before such expiry 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 notwithstanding that the power conferred by this Resolution has expired.

By order of the Board of Directors

Christopher Eadie

Company Secretary

Registered office:

20-22 Wenlock Road

London

England

N17GU

Date: 30 June 2023

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Notes to the Notice of Annual General Meeting

Pursuant to Part 13 of the Companies Act 2006 and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at the close of business on 24 July 2023 (or if the AGM is adjourned, 48 hours before the time fixed for the adjourned AGM excluding a part of any day that is not a business day) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

Appointment of proxies

• A Shareholder is ordinarily entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting. A proxy need not be a member of the Company.
• Your proxy appointment form must be received by Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom not less than 48 hours before the time appointed for the meeting or any adjourned meeting.
• 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 annual general meeting.
• You can vote either:
• • by logging on to www.signalshares.comand following the instructions; or via the Link Group shareholder app, LinkVote+. The app is free to download and use and is available to download on both the Apple App Store and Google Play;
  • by requesting a hard copy form of proxy directly from our Registrars, Link Group on telephone number:
    0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrars are open between 9:00 am - 5:30 pm, Monday to Friday excluding public holidays in England and Wales; or
  • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
• In each case the appointment of a proxy must be received by Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom by 11 a.m. BST on 24 July 2023.
• Under the Company's articles of association, the return of a form of proxy or any CREST Proxy Instruction will

not preclude a member from attending and voting at the meeting in person if they wish to do so.

• CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST manual. 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.
• In order for a proxy 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 (EUI) 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 issuer's agent (Link Group, ID RA10) not less than 48 hours before the time appointed for the meeting or any adjourned meeting. 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 the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
• CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. 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 service 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 Uncertificated Securities Regulations 2001.
• In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the 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).

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