Afentra : Admission Document and Notice of General Meeting 10-08-22

Proof 5: 9.8.22

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser who specialises in advising on the acquisition of shares and other securities and is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the UK, or, if you are not resident in the UK, from another authorised independent adviser. The whole of this document should be read. Your attention is drawn in particular to the section entitled Risk Factors in Part 4 of this document that describes certain risks associated with an investment in the Company.

This document constitutes an admission document drawn up in accordance with the AIM Rules. This document does not constitute a prospectus within the meaning of section 85 of FSMA and has not been drawn up in accordance with the UK Prospectus Regulation or approved or filed with the FCA. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The Directors, whose names appear on page 18 of this document, accept responsibility, individually and collectively, for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. No representation or warranty, express or implied, is made by Peel Hunt as to any of the contents of this document for which the Directors are solely responsible.

The Ordinary Shares are admitted to trading on AIM. Application will be made for the Ordinary Shares to be re-admitted to trading on AIM following completion of the Sonangol Acquisitions. All the Ordinary Shares will, on Admission, rank in full for all dividends or other distributions declared, made or paid in respect of the Ordinary Shares after Admission and will rank pari passu in all respects. The Ordinary Shares are not, and the Ordinary Shares of the Enlarged Group will not be, dealt on any other recognised investment exchange and no application has been or is being made for the Enlarged Group to be admitted to any such exchange. Following completion of the Sonangol Acquisitions, it is expected that Admission will become effective and dealings in the Enlarged Group will commence on AIM by Q4 2022.

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 United Kingdom Financial Conduct Authority. 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. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. You should read the whole text of this document. You should be aware that an investment in the Company is speculative and involves a degree of risk. Your attention is drawn to the section entitled "Risk Factors" set out in Part 4 of this document. All statements regarding the Group's business should be viewed in light of these risk factors.

Afentra PLC

(Incorporated and Registered in England and Wales under the Companies Acts 1948 to 1981

with Registered No 01757721)

Proposed Acquisition of Oil and Gas interests in Angola Admission of the Enlarged Group to trading on AIM and

Notice of General Meeting

Nominated Adviser and Joint Broker

Peel Hunt LLP

Joint Broker

Tennyson Securities

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial Conduct Authority is acting as nominated adviser and joint broker to the Company in connection with the Admission. Peel Hunt is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to their customers or for advising any other person on the contents of this document or on any transaction or arrangement referred to in this document. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any other Director or to any person in respect of such person's decision to acquire shares in the Company in reliance on any part of this document.

Tennyson Securities ("Tennyson"), a trading name of Shard Capital Partners LLP, which is authorised and regulated by the Financial Conduct Authority is acting as joint broker to the Company for the purposes of the AIM Rules. Tennyson is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to their customers or for advising any other person on the contents of this document or on any transaction or arrangement referred to in this document. Tennyson's responsibilities as the Company's joint broker are not owed to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this document.

The distribution of this document and the offer and sale of Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company nor Peel Hunt nor Tennyson that would permit a public offer of Ordinary Shares in any jurisdiction where action for that purpose is required nor has any such action been taken with respect to the possession or distribution of this document in any jurisdiction where action for that purpose is required. Persons outside the United Kingdom into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell, or the solicitation of any offer to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation would be unlawful.

Notice of a General Meeting to be held electronically on https://web.lumiagm.com/ on 30 August 2022 at 2pm is set out at the end of this document. The notice includes instructions for Shareholders who wish to attend, ask questions and vote at the General Meeting electronically.

If circumstances change such that it is necessary to change the arrangements for the General Meeting, we will communicate such change via our website and (where appropriate) through the release of an announcement to a Regulatory Information Service.

The Company will be operating an electronic voting system that will allow Shareholders to cast their vote on the Resolution in advance of the General Meeting. Shareholders will be able to cast their vote electronically by logging on to www.signalshares.com and following the instructions or, using the CREST Proxy voting services. Electronic votes must be received by Link Group by 2pm on 25 August 2022.

The Company encourages all Shareholders who wish to vote to utilise the electronic voting system to appoint the Chairman of the General Meeting as their proxy (by logging on to http://www.signalshares.com/ and following the instructions or using the CREST Proxy Voting Services). The Company recommends that all Shareholders appoint the proxy as soon as possible, but in each case the proxy must be received by Link Group by 2pm on 25 August 2022. If you wish to appoint a proxy other than the Chair of the meeting and for them to attend the General Meeting on your behalf, please submit your proxy appointment in the usual way before contacting Link Group on [phone]* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

The appointment of a proxy will not preclude you from virtually attending the General Meeting, or any adjournment thereof, should you wish to do so.

This document contains forward looking statements, including, without limitation, statements containing the words "believe", "anticipated", "expect", and similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements expressed or implied by such forward looking statements to be materially different. Factors that might cause such a difference might include, but are not limited to, those discussed in the "Risk Factors" set out in Part 4 of this document. In light of these issues, uncertainties and assumptions, the events described in the forward looking statements in this document may not occur. Subject to legal or regulatory requirements, the Company disclaims any obligation to update any such forward looking statements in this document to reflect future events or developments.

This document contains cross-references to information contained in the Competent Person's Report set out in Part 9 of this document. The Company confirms that the information which has been extracted from the Competent Person's Report has been accurately reproduced and that, so far as the Company is aware and is able to ascertain from the Competent Person's Report, no facts have been omitted which would render the extracts inaccurate or misleading. The Competent Person has reviewed the information contained in this

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document which relates to information contained in the Competent Person's Report and has confirmed in writing to the Company and Peel Hunt that the information presented is accurate, balanced and complete and not inconsistent with the Competent Person's Report.

Copies of this document will be available free of charge during normal business hours on any weekday (except public holidays) at the Company's registered office at High Holborn House, 52-54 High Holborn, London, England, WC1V 6RL from the date of this document until one month from Admission.

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CONTENTS

Clause	Page
KEY STATISTICS	5
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	6
GLOSSARY	13
DIRECTORS, SECRETARY AND ADVISERS	18
PART 1 - LETTER FROM THE NON-EXECUTIVE CHAIRMAN	20
PART 2 - CORPORATE GOVERNANCE	42
PART 3 - OVERVIEW OF THE OIL & GAS E&P INDUSTRY IN ANGOLA	45
PART 4 - RISK FACTORS	52
PART 5 - HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP	73
PART 6 - UNAUDITED PRO FORMA FINANCIAL INFORMATION	77
PART 7 - ADDITIONAL INFORMATION	80
PART 8 - NOTICE OF GENERAL MEETING	126
PART 9 - COMPETENT PERSON'S REPORT	129

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KEY STATISTICS

Number of Ordinary Shares in issue following Admission	220,053,520
ISIN number	GB00B4X3Q493
AIM 'ticker'	AET
SEDOL	B4X3Q49
Legal entity identifier ("LEI")	21380028BFDFJK8BRX92

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document	10	August 2022
Dealings in Ordinary Shares recommence on AIM	10	August 2022
Latest time and date for receipt of completed CREST Proxy Instruction	2 p.m. on 25 August 2022
or electronic proxy filing
Voting record time for the General Meeting	6 p.m. on 25	August 2022
Time and date of General Meeting	2 p.m. on 30	August 2022
Completion of the INA Acquisitions	Around Q4 2022
Completion of the Sonangol Acquisitions	Around Q4 2022
Admission becomes effective and dealings in the Ordinary Shares of	Around Q4 2022
the Enlarged Group commence on AIM

Notes:

1. All of the above timings refer to London time unless otherwise stated.
2. The above statistics assume the passing at the General Meeting of the Resolution and Admission.
3. Some of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through an RIS.

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