Aterian : AGM Notice 2024

This document is important and requires your immediate attention. If you are in any doubt about the contents of this document or the action you should take, you should immediately seek your own independent financial advice from your stockbroker, solicitor or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your Ordinary Shares in Aterian Plc, you should forward this document, together with the accompanying Form of Proxy, immediately to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Directors, whose names appear on page 2 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company (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. This document does not constitute an offer to issue or sell or a solicitation of any offer to subscribe for or buy ordinary shares in Aterian Plc.

ATERIAN PLC

(a company incorporated and registered in England and Wales under the

Companies Act 2006 with registered number 07496976)

PROPOSED CAPITAL RE-ORGANISATION

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Notice of the Annual General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 11 a.m. on 10 June 2024 is set out at the end of this document. Shareholders are requested to complete and return the enclosed Form of Proxy by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, as soon as possible, but in any event so as to arrive no later than at 11 a.m. on 6 June 2024 whether or not they propose to be present at the Annual General Meeting. Alternatively, Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST manual. The message must be transmitted so as to be received by Share Registrars Limited, by no later than 11 a.m. on 6 June 2024. The completion and posting of a Form of Proxy or the appointment of a proxy through CREST will not preclude shareholders from attending and voting in person at the Annual General Meeting should they wish to do so.

The distribution of this document and the Form of Proxy in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document and/or accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This document will be made available on the Company's website at https://aterianplc.com/

LETTER FROM THE CHAIRMAN OF ATERIAN PLC
Directors:	Registered Office:
Charles Bray (Chairman)	27-28 Eastcastle Street
Kasra Pezeshki (Non-Executive Director)	London
Alister Masterton-Hume(Non-Executive Director)	England
Simon Rollason (CEO and Director)	W1W 8DH
Devon Marais (Non-Executive Director)
	15 May 2024
Dear Shareholder,
Notice of the Annual General Meeting

Definitions used below have the meaning given to them in the Definitions section on page 6.

• Introduction

The purpose of this document is to provide you with information about, background to, and reasons for, the Annual General Meeting and to explain why the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting, notice of which is set out at the end of this document.

In addition to the ordinary business to be discussed at the Annual General Meeting, in line with a fundraising which the Company recently undertook, the Directors of the Company are intending to re-organise the Company's share capital to make it more attractive for investors. The business to be considered includes the approval of a share split and redesignation followed by a consolidation ("Capital Reorganisation", as further detailed below), resolutions granting the Directors authority to allot new shares (following the conversion of convertible loan notes which have been or may be granted to certain investors), and, the disapplication of statutory pre-emption rights in relation to the issue.

This letter also explains why the Directors recommend that Shareholders of the Company vote in favour of the Resolutions being proposed at the Annual General Meeting.

• Share Capital Reorganisation

The Company currently has 1,089,171,000 ordinary shares of 1p each in issue ("Existing Ordinary Shares"). The Company plans to redesignate its share capital split so that each ordinary share of £0.01 each is split into 1 (one) ordinary share of £0.001 each ("New 0.1p Ords") and 1 (one) deferred shares of £0.009 each ("Deferred Shares") to enable the Company to reduce the nominal value of its shares ("Share Redesignation"). Also the Board believes this number of ordinary shares is too high and so propose to consolidate Company's the ordinary share capital on a 100 to 1 basis ("Consolidation") so the Company will have a more manageable number of issued ordinary shares. This means that each 100 of New 0.1p Ords will be consolidated into one ordinary share of £0.10 each ("New Ordinary Shares").

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The Deferred Shares will have no right to vote or participate in the capital of the Company save in respect of insolvency and the Company will not issue any certificates or credit CREST accounts in respect of them. The Deferred Shares will not be admitted to trading on any exchange. The rights of the New Ordinary Shares and the Deferred Shares are already set out in the articles of association that the Company adopted on 26 June 2023.

For purely illustrative purposes, examples of the effects of the proposed Capital Reorganisation (should it be approved by Shareholders) are set out below:

Number of Existing	Number of New 0.1p	Number of	Number of
Ordinary Shares held	Ords Shares following	Deferred	New Ordinary
	the Share	Shares	Shares
	Redesignation	following the	following the
		Share	Consolidation
		Redesignation	and
			Redesignation
100	100	100	1
1,000	1,000	1000	10
10,000	10,000	10,000	100

It is likely that the Consolidation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 100. No certificates will be issued for fractional entitlements to New Ordinary Shares. Following the implementation of the share capital consolidation, certain shareholders may not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any shareholders holding fewer than 100 Existing Ordinary Shares as at close of business on 10 June 2024 (the "Record Date") will cease to be a shareholder of the Company. The minimum threshold to receive New Ordinary Shares will be 100 Existing Ordinary Shares.

The Articles currently permit the Directors to sell shares representing fractional entitlements arising from the proposed consolidation at Article 13. Any New Ordinary Shares in respect of which there are fractional entitlements will therefore be aggregated and sold in the market for the best price reasonably obtainable on behalf of shareholders entitled to fractions. The Company will distribute the proceeds of sale in due proportion to any such shareholders in accordance with the Articles provided that always where a member is entitled to net proceeds of sale of less that £5 these proceeds will not be distributed and will be retained for the benefit of the Company.

Share certificates in respect of the New Ordinary Shares, will be issued following the Capital Reorganisation or, in the case of uncertificated holders, Euroclear UK and International Limited will be instructed to credit the CREST participant's account with New Ordinary Shares.

• Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on the Standard Segment of the Main Market of the Official List of the London Stock Exchange in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 11 June 2024. The Company's new ISIN code, following the Capital Reorganisation, will be announced as soon as available.

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Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on 11 June 2024.

Following the Capital Reorganisation, share certificates in respect of Existing Ordinary Shares will cease to be valid. Share certificates in respect of holding of New Ordinary Shares will be sent to the registered address of shareholders on the register at 6.00pm on the record date. The share certificates will be despatched by 1st class post, at the risk of the shareholder.

• CLNS

On 03 May 2024 the Company issued £500,000 of convertible loan notes ("CLNs") raising £500,000 ("Fundraise") as it was not able to issue shares due to the market price being below the nominal value of Ordinary Shares. The Company has authorised the issue of up to another £1,500,000 of CLNs.

The principal due under the CLNs will automatically convert to New Ordinary Shares in the Company at a conversion price of 70 pence per ordinary shares, equating to 714,285 New Ordinary Shares ("CLN Shares") upon the resolutions related to Capital Reorganisation being passed [and the Company publishing a simplified prospectus that is approved by the FCA ("Prospectus"). If the CLNs are not converted by 03 July 2024 then the CLNs will accrue interest at a rate of 12% per annum until 03 October 2024 when the interest rate increases to 24% per annum. Interest will be paid in cash on repayment or conversion of the CLNs. The CLNs are due to be repaid by the Company on 30 June 2025 but they become repayable earlier if there is an event of default which includes if the Capital Re-organisation is not approved before 30 June 2024.

Under the terms of the CLNs, upon conversion of the CLNs holders of CLNs will receive the CLN Shares.

The CLNs were issued to Simon Rollason and Altus Exploration Management Limited. Simon Rollason is a director of the Company.

Altus Exploration Management Limited is the Company's largest shareholder prior to its disposal on 03 May 2024 of 65,333,371 Existing Ordinary Shares.

• Annual General Meeting

Accordingly, the Board have decided to convene an Annual General Meeting of the Company to consider the resolutions, inter alia, to approve the Capital Reorganisation ("Resolutions"). The Resolutions are set out in full in the notice of Annual General Meeting at the end of this Document.

Set out at the end of this Document is the Notice of Annual General Meeting convening the Annual General Meeting to be held at 11 a.m. on 10 June 2024 at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW, at which the following resolutions will be proposed.

Resolution 1 - Receiving and Considering the Accounts - Ordinary Resolution

This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 December 2023 together with the report of the Directors and the report of the auditors thereon.

Resolution 2 - Remuneration Policy - Ordinary Resolution

This is an ordinary resolution to approve the directors' remuneration policy for the financial year ending 31 December 2024.

Resolution 3 - Re-Appointment of Directors - Ordinary Resolution

This is an ordinary resolution to re-elect Charles Bray, who retires by rotation pursuant to article 30.1.2 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director.

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Resolution 4 - Reappointment of Auditors - Ordinary Resolution

This ordinary resolution seeks to authorise the re-appointment of MHA MacIntryre Hudson as auditors of the Company and to authorise the Directors to determine their remuneration.

Resolution 5: Share Split - Ordinary Resolution

This is an ordinary resolution seeking THAT, that every 1 existing ordinary share of 1p each ("Existing Ordinary Shares") as shown in the register of members of the Company on the Record Date will be split into one ordinary share of 0.1p each ("New 0.1p Ords") and one deferred share of 0.9p each ("Deferred Shares").

Resolution 6: Share Consolidation - Ordinary Resolution

This is an ordinary resolution seeking, subject to and conditional upon the passing of Resolution 5 set out in this notice THAT, that every existing 100 New 0.1p Ords in issue be consolidated into one ordinary share of £0.10 each ("Consolidated Ordinary Shares"), such Consolidated Ordinary Shares having the same rights, and being subject to the same restrictions, as the Existing Ordinary Shares, as set out in the articles of association of the Company.

Resolution 7: Directors' Authority to Allot Shares - Ordinary Resolution

This is an ordinary resolution seeking THAT, in accordance with section 551 of the Companies Act 2006 ("Act") the directors of the Company (the "Directors") be and are generally and unconditionally authorised to allot ordinary shares in the Company or to grant rights to subscribe for or to convert any securities into ordinary shares in the Company ("Rights") up to:

1. a maximum nominal amount of £214,285.70 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraphs 7c below in excess of such sum);
2. a maximum nominal amount of £217,834.20 in connection with the issue and allotment of Ordinary Shares to the Company's employee benefit trust as per the 2024 EBT Options Scheme and Remuneration Policy; and
3. a maximum nominal amount of £1,982,250.80 on pre-emptive basis ;

provided that authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted or Rights to be granted after such expiry and, the Directors may allot ordinary shares or grant Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot relevant securities but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

Resolution 8: Disapplication of Pre-emption Rights - Special Resolution

This is a special resolution seeking THAT, subject to the passing of Resolution 7 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities pursuant to various warrants in issue up to a nominal value of £389,531.30;

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1. the allotment of equity securities pursuant to options granted by the Company's 2024 employee benefit trust up to a nominal value of £217,834.20;
2. the allotment of Ordinary Shares pursuant to conversion of the CLNs in issue as at the date of the meeting up to a nominal value of £71,428.57;
3. the allotment of equity securities up to £225,000.00 of nominal value other than pursuant to the matters set out in paragraphs a) to c) above;

and provided that this power shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

• ACTION TO BE TAKEN

A Form of Proxy is enclosed for use in connection with the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the Form of Proxy to the Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible but in any event so as to arrive not later than 11 a.m. on 6 June 2024. The completion and return of a Form of Proxy will not preclude you from attending the meeting, or speaking and voting in person should you subsequently wish to do so.

• RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS

Simon Rollason and Charles Bray are interested in the Resolutions by virtue of their holding of, or interest in an entity holding, CLNs. Alister Masterton-Hume is an employee of Elemental Altus Royalties Corp., which holds CLNs via a subsidiary company and is their representative on the Company's board and so is interested in the Resolutions. The other directors being Kasra Pezeshki and Devon Marais consider that the resolutions set out in the notice of the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings.

Kasra Pezeshki and Devon Marais (being the only independent Directors holding Ordinary Shares as at the date of this notice in aggregate, between them approximately 2.27 per cent. of the existing Ordinary Shares (Existing Ordinary Shares), have undertaken to vote in favour of the Resolutions in respect of their respective holdings of Ordinary Shares in the Company.

In addition, certain shareholders, holding, in aggregate, between them approximately per cent. of the Existing Ordinary Shares, have indicated, without having signed an undertaking, that they intend to vote in favour of the Resolutions.

Yours faithfully,

Charles Bray

Chairman

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

Act	the Companies Act 2006.
Admission	the Admission of the New Ordinary Shares to trading on the Standard
	Segment of the Main Market of the Official List of the London Stock
	Exchange.
Annual General Meeting	the annual general meeting of the Company convened pursuant to the
	Notice and to be held at the offices of Hill Dickinson LLP at The Broadgate
	Tower, 20 Primrose St, London EC2A 2EW at 11 a.m. on 10 June 2024.
Articles or Articles of	the articles of association of the Company from time to time.
Association
Board or Directors	the board of directors of the Company for the time being.
CLNs	the convertible loan notes granted by the Company pursuant to the
	Fundraise and in accordance with the terms of the 2,000,000 convertible
	loan note instrument adopted by the Company on 3 May 2024.
Company	Aterian Plc, a public limited liability company incorporated and registered in
	England and Wales with company number 07496976 and registered office
	address at 27-28 Eastcastle Street, London, England, W1W 8DH.
Consolidation	the proposed consolidation of the Company's ordinary share capital
	pursuant to which every 100 Existing Ordinary Shares will be consolidated
	into 1 New Consolidated Ordinary Share pursuant to the Resolutions as set
	out in the Notice of the Annual General Meeting.
CREST	the computerised settlement system (as defined in the CREST Regulations)
	operated by Euroclear which facilitates the holding and transfer of title to
	shares in uncertificated form.
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as
	amended.
Deferred Shares	the new deferred shares of £0.009 each.
Euroclear	Euroclear UK & International Limited, a company incorporated in England
	and Wales and the operator of CREST.
Existing Ordinary	the existing ordinary shares of £0.01 each in the capital of the Company in
Shares	issue as at the Record Date.
Fundraise	the issue of the CLN's raising gross proceeds of £500,000.
FSMA	the Financial Services and Markets Act 2000, as amended.
Form of Proxy	the form of proxy for use at the Annual General Meeting.
London Stock	London Stock Exchange Group PLC.
Exchange
New Ordinary Shares	the new ordinary shares of £0.001 each.
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New Consolidated	the new consolidated ordinary shares of £0.10 each arising on completion
Ordinary Shares	of the Consolidation.
Notice	the notice of Annual General Meeting set out at the end of this document.
Record Date	6 p.m. on 10 June 2024 *(or such time and date as the Directors may
	determine).
Resolutions	the resolutions to be proposed at the Annual General Meeting which are set
	out in the Notice.
Share Capital	means the Consolidation and Share Capital Reclassification.
Reorganisation
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland.
uncertificated	recorded on the relevant register of the share or security concerned as
	being held in uncertificated form in CREST and title to which, by virtue of
	the CREST Regulations may be transferred by means of CREST.

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ATERIAN PLC

(a company incorporated and registered in England and Wales under the Companies Act 2006 with

registered number 07496976)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting of the shareholders of Aterian Plc (the "Company") will be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 11 a.m. on 10 June 2024 (London time) to consider and, if thought fit, pass resolutions 1 through to 7 (inclusive) as ordinary resolutions and resolution 8 which will be proposed as a special resolution.

1. Receiving and Considering the Accounts - Ordinary Resolution

This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 December 2023 together with the report of the Directors and the report of the auditors thereon.

2. Remuneration Policy - Ordinary Resolution

This is an ordinary resolution to approve the directors' remuneration policy for the financial year ending 31 December 2024.

3. Re-Appointment of Directors - Ordinary Resolution

This is an ordinary resolution to re-elect Charles Bray, who retires by rotation pursuant to article 30.1.2 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director.

4. Reappointment of Auditors - Ordinary Resolution

This ordinary resolution seeks to authorise the re-appointment of MHA MacIntyre Hudson as auditors of the Company and to authorise the Directors to determine their remuneration.

5. Share Split - Ordinary Resolution

This is an ordinary resolution seeking THAT that every 1 ordinary shares of £0.01 each ("Existing Ordinary Shares") be split into one ordinary share of £0.001 each ("New 0.1p Ords") and one deferred shares of £0.009 each ("Deferred Shares").

6. Share Consolidation - Ordinary Resolution

This is an ordinary resolution seeking THAT, subject to and conditional upon the passing of Resolution 5 set out in the notice THAT that every existing 100 New 0.1p Ords in issue and shown in the register of members of the Company on the Record Date be consolidated into one ordinary share of £0.10 each ("New Ordinary Shares") such New Ordinary Shares having the same rights, and being subject to the same restrictions, as the Existing Ordinary Shares, as set out in the articles of association of the Company.

7. Directors' Authority to Allot Shares - Ordinary Resolution

THAT, in accordance with section 551 of the CA 2006, the directors of the Company (the "Directors") be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate nominal amount of £217,834.20 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 7c below in excess of such sum);
2. a maximum nominal amount of £217,834.20 in connection with the issue and allotment of Ordinary Shares to the Company's employee benefit trust as per the 2024 EBT Options Scheme and Remuneration Policy; and

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1. comprising equity securities (as defined in section 560 of the CA 2006) up to an aggregate nominal amount of £1,982,250.80 in connection with a fully pre-emptive offer:
2. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

The authorities conferred on the Directors under paragraphs 7a, 7c and 7c shall, unless renewed, varied or revoked by the Company, expire on 31 December 2025 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

8. Disapplication of Pre-emption Rights - Special Resolution

THAT, subject to the passing of Resolution 3 and in place of all existing powers to the extent unused, the Directors be authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority conferred by that Resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under resolution 7, by way of a fully pre-emptive offer only):
2. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

1. £71,428.60 in connection with the proposed conversion of the CLNs in issue as at the date of the meeting into New Ordinary Shares but for no other purpose;
2. £389,531.30, in connection with the issue and subsequent conversion into Ordinary Shares of certain warrants previously granted by the Company;
3. £217,834.20 in connection with the issue and allotment of Ordinary Shares to the Company's employee benefit trust as per the 2024 EBT Options Scheme and Remuneration Policy;
4. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraphs a to d of this Resolution) to any person up to an aggregate nominal amount of £225,000.00; and

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