Active Energy : Notice of Proxy 20 August 2020

Company No 03148295

ACTIVE ENERGY GROUP PLC (COMPANY)

General Meeting of the Company to be held on 7 September 2020 at 10 a.m.

Form of Proxy

Before completing this form please read the explanatory notes overleaf.

I/We being a member of the Company appoint the Chairman of the meeting as my/our proxy to attend, speak and vote on my/our behalf at the General Meeting of the Company to be held on 7 September 2020 at 10 a.m. and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at their discretion and I/we authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the meeting.

Resolutions 1, 3 and 4 will be proposed as ordinary resolutions. Resolutions 2, 5 and 6 will be proposed as special resolutions.

RESOLUTION

FOR

AGAINST

WITHHELD

1. Share Capital Reorganisation
   Conditional on the passing of Resolution 2, to authorise the Directors to effect the Share Capital Reorganisation.
2. Amend the Articles of Association
   Conditional on the passing of Resolution 1, to amend the Company's articles of association to incorporate Deferred Share rights.
3. Issue of Placing Shares
   Conditional on the passing of Resolutions 1 and 2, to authorise the Directors to issue relevant securities up to an aggregate amount of 251,666,680 New Ordinary Shares (i.e. the number of New Ordinary Shares to be issued pursuant to the Placing).
4. Issue of New Ordinary Shares
   To generally authorise the Directors to issue or grant rights in respect of relevant securities up to an aggregate amount of 153,000,000 New Ordinary Shares.
5. Waiver ofpre-emption rights - Placing Shares
   Conditional on the passing of Resolutions 1, 2 and 3, to authorise the Directors to issue the Placing Shares on a non-pre-emptive basis.
6. Waiver ofpre-emption rights - New Ordinary Shares Conditional on the passing of Resolution 4, to generally authorise the Directors to issue or grant rights in respect of up to 153,000,000 New Ordinary Shares on a non-pre-emptive basis.

Signature.......................................................................................................

Date ………………………………………………………

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Notes to the proxy form

1. Defined terms used in this Form of Proxy shall have the same meaning as in the circular into which the Notice of General Meeting was incorporated.
2. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
3. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain 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 their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
4. To appoint a proxy using this form, the form must be:
5. • completed and signed;
   • sent or delivered to Share Registrars at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or scanned copies may be sent via email to the following address: [e-mail] with the title "Active Energy Group plc - Form of Proxy"; and
   • received by Share Registrars no later than 48 hours prior to the meeting (excluding any day which is not a working day).
6. In the case of a member which is a company, this 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.
7. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
8. As an alternative to completing thishard-copy form of proxy, you can appoint a proxy electronically by visiting the website of www.signalshares.com. For an electronic proxy appointment to be valid, your appointment must be received by Share Registrars no later than 48 hours prior to the meeting (excluding any day which is not a working day).
9. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent ID 7RA36 by 48 hours prior to the meeting (excluding any day which is not a working day). See the notes to the notice of meeting for further information on proxy appointment through CREST.
10. 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 (thefirst-named being the most senior).
11. 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.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

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