Active Energy : Notice of Annual General Meeting September 2020

ACTIVE ENERGY GROUP PLC

(Incorporated and registered in England and Wales with registered number 3148295)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Active Energy Group PLC (the "Company") will be held as a closed meeting on 30 September 2020 at 2 p.m. for the transaction of the following business:

IMPORTANT INFORMATION - IMPACT OF THE COVID-19 PANDEMIC ON THE AGM

As a result of the ongoing Coronavirus (Covid-19) pandemic and considering the latest UK Government measures on physical public gatherings, this year the Board is adopting a number of changes to the traditional running of the Company's AGM. The Company wishes to advise that, in order to limit the risk of infection and protect the health and safety of shareholders and employees, the Board is planning that the AGM this year will be a closed meeting and convened with the minimum quorum of two shareholders present, in person or by proxy. Regrettably therefore, shareholders are requested not attend the AGM to be held on 30 September 2020 and the Company will be unable to allow entry to anyone seeking to attend the AGM in person. As noted below, Shareholders should instead vote by proxy. Our advisers have also been requested not to attend.

The Company will convene the AGM with the minimum necessary quorum of two shareholders present in person or by proxy. The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes in respect of the resolutions as set out in this Notice, electronically or by post in advance, in accordance with the instructions set out in this Notice.

In the spirit of transparency and engagement, should shareholders wish to ask any questions in relation to the resolutions set out in the Notice of AGM, which they may otherwise have asked at the AGM had they been in attendance, they are encouraged to contact the Company prior to the AGM by email [e-mail]. Please label your email with "AEG AGM Question" to enable swift identification. We will endeavour to respond to all questions received. The Company also intends to make a short presentation which will be made available for all shareholders at the AGM. This presentation will also be made available on the Company's website following the AGM.

Shareholders should submit their votes via proxy as early as possible, and shareholders are requested to appoint the Chair of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the shareholder's vote.

To consider and, if thought fit, to pass the following seven resolutions (the "Resolutions") which will be proposed as Ordinary Resolutions.

Ordinary Resolutions

1. TO receive and adopt the audited accounts for the year ended 31 December 2019, together with the reports of the directors and the auditors thereon.

• 2. TO re-appoint as a director of the Company, Maxwell Aitken, who was appointed during the period and retires in accordance with the Company's articles of association and, being eligible, offers himself for re-appointment.

• 3. TO re-appoint as a director of the Company, Jason Zimmerman, who was appointed during the period and retires in accordance with the Company's articles of association and, being eligible, offers himself for re-appointment.

• 4. TO re-appoint as a director of the Company, James Leahy, who was appointed during the period and retires in accordance with the Company's articles of association and, being eligible, offers himself for re-appointment.

• 5. TO re-elect as a director of the Company, Michael Rowan, who retires in accordance with the Company's articles of association and, being eligible, offers himself for re-appointment.

• 6. TO re-appoint Jeffreys Henry LLP as the Company's auditors until the next Annual General Meeting and to authorise the directors to fix their remuneration.

• 7. THAT, pursuant to the provisions of section 551 of the Companies Act 2006 (the "Act") the directors of the Company be and are hereby generally and unconditionally authorised (in addition to and not in substitution for any previous authorities conferred upon the directors of the Company pursuant to section 551 of the Act and without prejudice to the allotment of any relevant securities already made or offered or agreed to be made pursuant to such authorities) to exercise all or any of the powers of the Company to allot or grant rights to subscribe for equity securities (within the meaning of section 560 of the Act) of up to an aggregate nominal value of £15,300, to such persons at such times and generally on such terms and conditions as the directors of the Company may determine (subject always to the articles of association of the Company) provided that this authority, unless it is (prior to its expiry) duly revoked or varied or renewed, shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution, save that the directors of 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 of the Company may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

By Order of the Board REGISTERED OFFICE

27/28 EASTCASTLE STREET LONDON

W1W 8DH UNITED KINGDOM

Cargil Management Services Limited

Company Secretary

Dated 7 September 2020

Notes to the AGM Notice

• 1.Given the current Coronavirus (COVID-19) situation, and to ensure adherence to current Government requirements, attendance in person at the meeting will not be possible this year. Shareholders are requested to appoint the Chairman of the meeting as their proxy as any other person so appointed will not be permitted to attend the meeting. The below notes are to be read subject to this COVID-19 related proviso.

• 2. Members are entitled to appoint a proxy to exercise all or any of their rights to vote on their behalf at the meeting. 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 joint holdings (the first-named being the most senior). A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice.

• 3. To be valid, the Form of Proxy must be received by the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, or scanned copies sent via email to the following address:[e-mail] 'Active Energy Group Plc - Form of Proxy' in the subject line, not less than 48 hours (excluding non-business days) before the time appointed for the holding of the meeting.

• 4. CREST members who wish to appoint a proxy by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of it by using 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, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

• 5. 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 & Ireland 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 company's agent, Share Registrars Limited (CREST Participant 7RA36) by the latest time(s) for receipt of proxy appointments specified in this notice of 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 Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

• 6. 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 or her 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.

7. 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.

• 8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered in the register of members of the Company as 2 p.m. on 28 September 2020 (or in the event of any adjournment, at 2 p.m. on the day which is two days (excluding non-business days) before the date fixed for the adjourned meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 9. As at 4 September 2020 (being the latest practicable date prior to the publication of this document), the Company's issued share capital comprises 1,287,536,163 ordinary shares of £0.01 each. The total voting rights of the Company as at 4 September 2020 are 1,287,536,163. If the resolutions to be proposed at the Company's general meeting on 7 September 2020 are all passed, and following the issue of the Placing Shares as detailed in the circular accompanying the notice of the general meeting on 7 September 2020, the Company's issued share capital is expected to comprise 1,539,202,843 ordinary shares of 0.01 pence each (carrying one vote each) and 1,287,536,163 deferred shares of 0.99 pence each (carrying no voting rights) at expected admission to trading of the Company's ordinary shares on 8 September 2020.

10. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.