THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000, as amended. If you have sold or otherwise transferred all your shares in Ascent Resources plc, please forward this document to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

  • A form of proxy for the General Meeting is enclosed, please:
  • complete the form of proxy and return it in accordance with the instructions printed on it so as to reach the Company's registrar no later than midday on Thursday, 11 August 2022; or
  • you may vote electronically, by no later than midday on Thursday, 11 August 2022 by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Shareholder Reference Number (SRN), Control Number and PIN shown on your Proxy card and agree to certain terms and conditions; or
  • if you are a CREST member, you may appoint a proxy by using the service provided by Euroclear so as to be received no later than midday on Thursday, 11 August 2022.

Further details are given in the notes to this document on pages 3-4.

Ascent Resources plc 1

Ascent Resources plc

NOTICE OF GENERAL MEETING

(Registered in England and Wales No. 05239285)

Notice is hereby given that the General Meeting ("GM") of Ascent Resources plc (the "Company") will be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT on 15 August 2022 at midday for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

Resolution 1

To receive the audited annual accounts of the Company for the year ended 31 December 2021 together with the Directors' reports, Strategic report and the Auditor's report on those annual accounts.

Resolution 2

THAT PKF Littlejohn LLP be re-appointed as Auditor of the Company, to hold office from the conclusion of this GM to the conclusion of the next GM at which accounts are laid before the Company.

Resolution 3

THAT the Directors be authorised to determine the remuneration of the Auditor.

SPECIAL RESOLUTION

Resolution 4

THAT the existing articles of association of the Company be replaced with new articles (a complete copy of which shall be available for inspection in accordance with the explanatory notes) and that the New Articles be approved and adopted to the entire exclusion of the existing articles of association (the 'New Articles') of the Company.

By order of the Board AMBA Secretaries Limited Company Secretary

18 July 2022

Registered Office

c/o Taylor Wessing, 5 New Street Square, London, EC4A 3TW

Ascent Resources plc 2

NOTES:

  1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to attend and vote at the GM (and also for the purpose of determining how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company no later than close of business on the day that is two days before the time for holding the meeting or any adjournment of it (excluding non-working days). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
  2. Only holders of ordinary shares are entitled to attend and vote at this meeting.
    A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the GM. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A form of proxy for the meeting is enclosed.
    To be valid any proxy form or other instrument appointing a proxy must be received by post or by hand (during normal business hours only) or at the electronic address provided in the form of the proxy by our registrar, Computershare, no later than 48 hours business hours before the time for the holding of the meeting or any adjournment of it. If you are a CREST member, see note 3 below.
    Any member who wishes to vote electronically may do so by no later than midday Thursday 11 August 2022 by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Shareholder Reference Number (SRN), Control Number and PIN shown on your Proxy card and agree to certain terms and conditions.
    Completion of a form of proxy, or other instrument appointing a proxy or any CREST Proxy Instruction will not preclude a member attending and voting in person at the meeting if he/she wishes to do so.
  3. Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.
    CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the GM and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual (available via www.euroclear.com/CREST) subject to the provisions of the Articles. 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as

Ascent Resources plc 3

described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent Computershare by no later than midday on 11 August 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp 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. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear 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 provider(s) 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.

  1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
  2. Any member attending the GM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or
    1. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
  3. As at 18 June 2022 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consists of 135,560,515 ordinary shares of £0.005 each, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 135,560,515.
  4. A copy of this Notice, the New Articles and the Annual Report can be found at: https://www.ascentresources.co.uk/investors
  5. Shareholders are requested to contact Computershare Investor Services plc, Registrars, on 0370 889 3201 (helpline) for any enquiries regarding appointment of a Proxy or to request further Forms of proxy. Alternatively, by registering at www.investorcentre.co.uk you will be able to use the online Investor Centre service and manage your shareholding online.

Ascent Resources plc 4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Ascent Resources plc published this content on 19 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2022 14:03:00 UTC.