Active Energy : Circular and Notice of GM – 10 December 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or about what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee, except that such documentation should not be sent into any jurisdiction where to do so may constitute a violation of local securities laws or regulations.

This document does not constitute an offer to purchase, acquire or subscribe for, or the solicitation of an offer to purchase, acquire or subscribe for Placing Shares nor is it an invitation to purchase, acquire or subscribe for Placing Shares.

This document does not constitute a prospectus within the meaning of section 85 of FSMA or an admission document for the purposes of the AIM Rules for Companies, has not been drawn up in accordance with the Prospectus Rules and has not been reviewed or approved by or filed with the Financial Conduct Authority of the United Kingdom, the London Stock Exchange or any other authority or regulatory body. This document does not constitute an offer of transferable securities to the public within the meaning of FSMA or otherwise and has not been approved for the purposes of section 21 of FSMA.

The Directors, whose names appear on page 8 of this document, and the Company, the registered office of which is set out on page 8 of this document, accept responsibility, collectively and individually, for the information contained in this document, including compliance with the AIM Rules for Companies. To the best of the knowledge of the Directors (having taken all reasonable care to ensure such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The Ordinary Shares are not traded on any other market or exchange, and save for the application for admission of the New Ordinary Shares to AIM, no such applications have been made or will be made.

It is expected that First Admission will become effective and dealings in the New Ordinary Shares are expected to commence on or around 15 December 2021.The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Ordinary Shares, including as regards the right to receive all dividends or other distributions declared, made or paid after Admission. Subject to, inter alia, the passing of the Resolutions at the General Meeting, it is expected that Second Admission will become effective at 8.00 a.m. on or around 30 December 2021.

ACTIVE ENERGY GROUP PLC

(Incorporated in England and Wales with registered no. 03148295)

FIRM PLACING OF 685,000,000 NEW ORDINARY SHARES

CONDITIONAL PLACING OF 702,218,000 NEW ORDINARY SHARES

CONDITIONAL SUBSCRIPTION FOR 375,940,001 NEW ORDINARY SHARES

EACH AT 0.20 PENCE PER SHARE

AND

NOTICE OF GENERAL MEETING

You are recommended to read the whole of this document, but your attention is drawn, in particular, to the letter from the CEO of Active Energy Group Plc set out on pages 8 to 16 of this document. This letter explains the background to, and reasons for, the Fundraising and includes a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting as the Directors intend to do, or to procure to be done, in respect of their own beneficial holdings of Existing Ordinary Shares.

Allenby Capital Limited ("Allenby Capital") is authorised and regulated in the United Kingdom by the FCA and is advising the Company and no one else in connection with the Placing (whether or not a recipient of this document), and is acting exclusively for the Company as nominated advisor, financial adviser and joint broker for the purpose of the AIM Rules for Companies. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Placing or the contents of this document.

Panmure Gordon (UK) Limited ("Panmure Gordon") is authorised and regulated in the United Kingdom by the FCA and is advising the Company and no one else in connection with the Placing (whether or not a recipient of this document), and is acting exclusively for the Company as joint broker for the purpose of the AIM Rules for Companies. Panmure Gordon will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Placing or the contents of this document.

Without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by Allenby Capital or Panmure Gordon as to the contents of this document. No liability whatsoever is accepted by Allenby Capital or Panmure Gordon for the accuracy of any information or opinions contained in this document, for which the Directors are solely responsible, or for the omission of any information from this document for which they are not responsible.

This document does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Ordinary Shares offered by this document have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States ("US") or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) ("US Person") or to any national, resident or citizen of Canada, Australia, South Africa or Japan. Neither this document nor any copy of it may be sent to or taken into the United States, Canada, Australia or Japan, nor may it be distributed directly or indirectly to any US Person or to any persons with addresses in Canada, Australia, South Africa or Japan (the "Excluded Territories"), or to any corporation, partnership or other entity created or organised under the laws thereof, or in any country outside England and Wales where such distribution may lead to a breach of any legal or regulatory requirement.

1

This document will be available free of charge on the Company's website. The information contained in this document has been prepared solely for the purposes of the Placing and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange), and accordingly no duty of care is accepted in relation to any such persons.

A Form of Proxy for use at the General Meeting is enclosed. To be valid, Forms of Proxy should be completed and signed in accordance with the instructions printed thereon and returned as soon as possible and, in any event, so as to be received by the Company's registrars, Share Registrars, by no later than

10.00 a.m. on 23 December 2021. Pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, the time by which a Shareholder must be entered in the register of members in order to have the right to vote at the meeting is 10.00 a.m. on 23 December 2021.

If you hold your Existing Ordinary Shares in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company's agent (CREST ID: 7RA36) by no later than 10.00 a.m. on 23 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a business day)).

NOTICE TO OVERSEAS SHAREHOLDERS

The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from such Excluded Territory's registration or qualification requirements.

Subject to certain exceptions in compliance with the Securities Act and the rules promulgated thereunder or any applicable laws in the Excluded Territories, this document will not be published, released, or distributed, directly or indirectly; and must not be sent, in whole or in part: (i) in or into any Excluded Territory; (ii) to any person within the United States; or (iii) to any person in any jurisdiction where to do so might constitute a violation of local securities laws or regulation.

The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly to or within the United States or to any US Person, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission (the SEC), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

No action has been taken by the Company, Allenby Capital or Panmure Gordon that would permit an offer of the New Ordinary Shares or possession or distribution of this document or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than the United Kingdom. None of the Company, Allenby Capital, Panmure Gordon, or any of their respective affiliates, directors, officers, employees or advisers is making any representation to any offeree, purchaser or acquirer of New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree, purchaser or acquirer under the laws applicable to such offeree, purchaser or acquirer. This document does not constitute an offer to sell the New Ordinary Shares to any person in any jurisdiction. The Company reserves the right, in its sole and absolute discretion, to reject any subscription or purchase of the New Ordinary Shares that the Company or its representatives believe may give rise to a breach or violation of any law, rule or regulation.

FORWARD LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Fundraising, the expected timing of the Fundraising and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the current expectations of Active Energy Group Plc and are subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are also a number of other factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, local and global political and economic conditions, interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

None of Active Energy Group Plc, Allenby Capital and Panmure Gordon nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules for Companies, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code on Takeovers and Mergers), none of Active Energy Group Plc, Allenby Capital and Panmure Gordon is under any obligation, and each of them expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

CONTENTS
	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS		4
SHARE CAPITAL STATISTICS		4
DEFINITIONS		5 - 7
LETTER FROM THE CHIEF EXECUTIVE OFFICER OF ACTIVE ENERGY	8	- 13
GROUP PLC
NOTICE OF GENERAL MEETING	14	- 16

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	2021 (except in the case of
	January, which is 2022)
Publication and posting of the Circular and the Form of Proxy	10	December
Admission to trading on AIM of the New Ordinary Shares and	8.00 a.m. on 15 December
settlement of the Firm Placing (First Admission)
Latest time and date for return of Form of Proxy or CREST proxy	10.00 a.m. on 23 December
instructions for the General Meeting
General Meeting	10.00 a.m. on 29	December
Admission to trading on AIM of the New Ordinary Shares and	8.00 a.m. on 30	December
settlement of the Conditional Placing (Second Admission)
Announcement of Result of General Meeting		4 January
Despatch of definitive share certificates for the New Ordinary Shares	Within 14 days of Second
in certificated form (where applicable)		Admission

Notes:

1. References in this document are to London, UK time unless otherwise stated.
2. The timing of the events in the above timetable and in this document is indicative only. If any of the above times and/or dates are adjusted by the Company, the revised times and/or dates will be notified to the London Stock Exchange by an announcement via an RIS and, where appropriate, to Shareholders.
3. The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.
4. The timetable (with reference to the Conditional Placing) assumes that Resolutions 1 and 2 are approved by the Shareholders at the General Meeting.

SHARE CAPITAL STATISTICS
Number of Existing Ordinary Shares in issue at the date of this	3,902,051,744
document
Number of Placing Shares to be issued	1,387,218,000
Number of Subscription Shares to be issued	375,940,001
Total New Ordinary Shares to be issued	1,763,158,001
Enlarged Share Capital immediately following First Admission	4,587,051,744
Enlarged Share Capital following Second Admission	5,665,209,745
Issue Price	£0.002
Fundraising Shares as a percentage of the Enlarged Share Capital	31.1% per cent.
Gross cash proceeds of the Fundraising	£3.0 million
Estimated net cash proceeds of the Fundraising	£2.7 million

4

DEFINITIONS

The following definitions apply throughout this document and the Form of Proxy, unless the context otherwise requires:

AIM	the market of that name operated by the London Stock Exchange
AIM Rules for Companies	the AIM Rules for Companies published by the London Stock
	Exchange, as amended
Allenby Capital	Allenby Capital Limited, the Company's nominated advisor
	pursuant to the AIM Rules, financial adviser and joint broker
Announcement	the announcement of the Proposal released by the Company on 9
	December 2021
Board or Directors	the directors of the Company as at the date of this document, or
	any duly authorised committee thereof
Certificated or certificated	means not in uncertificated form (that is, not in CREST)
form
Circular	this document
Company or Active Energy	Active Energy Group Plc, a company incorporated in England and
	Wales with registered number 03148295
Conditional Placing	placing of the Conditional Placing Shares and the Subscription
	Shares which are conditional upon the approval of the
	Shareholders at a General Meeting
Conditional Placing Shares	702,218,000 new ordinary shares, forming part of the New
	Ordinary Shares to be issued pursuant to the Conditional Placing
CREST	the relevant system (as defined in the CREST Regulations) in
	respect of which Euroclear is the operator
CREST Manual	the rules governing the operation of CREST, consisting of the
	CREST Reference Manual, CREST International Manual, CREST
	Central Counterparts Service Manual, CREST Rules, Registrar
	Service Standards, Settlement Discipline Rules CCSS Operations
	Manual, Daily Timetable, CREST Application Procedure and
	CREST Glossary of Terms (all as defined in the CREST Glossary
	of Terms) promulgated by Euroclear on 15 July 1996, (as
	amended) and published by Euroclear
CREST member	a person who has been admitted by Euroclear as a system member
	(as defined in the CREST Regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (S12001/3755)
CSW2Maine	CSW2Maine, LLC, a North Carolina limited liability company with
	its registered office located at 575 Military Cutoff Road, Suite 106,
	Wilmington, North Carolina 28405
Enlarged Share Capital	the 5,665,209,745 Ordinary Shares in the capital of the Company
	in issue pursuant to the First Admission and the Second
	Admission, assuming 1,763,158,001 New Ordinary Shares are
	issued pursuant to the Fundraising
Euroclear	Euroclear UK and Ireland Limited (formerly named CrestCo
	Limited), the operator of CREST

5